================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

              /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2000

                         ------------------------------
                         Commission file number 0-17714
                         ------------------------------

                           BIOPOOL INTERNATIONAL, INC.
             (Exact name of Registrant as specified in its charter)

                  Delaware                                     58-1729436
(State or other jurisdiction of incorporation               (I.R.S. Employer
             or organization)                              Identification No.)

370 Interlocken Boulevard, Broomfield, Colorado                   80021
  (Address of principal executive offices)                     (Zip Code)

        Registrant's telephone number including area code (805) 654-0643


        Securities registered pursuant to section 12(b) of the Act: None

          Securities registered pursuant to section 12(g) of the Act:

                                                    Name of each exchange on
        Title of each class                              which registered

Common Stock, par value $.01 per share                   Not Applicable
Common Stock Purchase Rights
--------------------------------------------------------------------------------

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  proceeding 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 /X/        NO / /

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K is not contained herein and will not 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.        / /

The aggregate market value of Biopool International, Inc. Common Stock, $.01 par
value,  held by non  affiliates,  computed  by  reference  to the average of the
closing  bid and  asked  prices as  reported  by OTCBB on March  27,  2001,  was
$14,760,190.

Number of shares of Common Stock of Biopool International, Inc., $.01 par value,
issued and outstanding as of December 31, 2000: 17,163,012.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the  Registrant's  Definitive  Proxy  Statement  for the 2001 Annual
Meeting are incorporated by reference into Part III of this Form 10-KSB.

================================================================================




<PAGE>



                             INDEX TO ANNUAL REPORT

                                 ON FORM 10-KSB


PART I                                                                     Page
                                                                           ----
Item 1.  Business                                                             3
Item 2.  Properties                                                          10
Item 3.  Legal Proceedings                                                   11
Item 4.  Submission of Matters to a Vote of
         Security-Holders                                                    11

PART II

Item 5.  Market for the Registrant's Common Equity
         and Related Stockholder Matters                                     11
Item 6.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations                       11
Item 7.  Financial Statements and Supplementary Data                         19
Item 8.  Changes In and Disagreements With Accountants
         on Accounting and Financial Disclosure                              19

PART III

Item 9.  Directors and Executive Officers                                    19
Item 10. Executive Compensation                                              19
Item 11. Security Ownership of Certain Beneficial
         Owners and Management                                               19
Item 12. Certain Relationships and Related Transactions                      19
Item 13. Exhibits, Financial Statement Schedules and
         Reports on Form 8-K                                                 19

SIGNATURES                                                                   21




                                       2
<PAGE>


                                     PART I

ITEM 1. BUSINESS

     Biopool  International,  Inc.  is  engaged  in the  research,  development,
manufacture, and marketing of in vitro (outside the body) diagnostic and nucleic
acid  testing  products.  We sell  over 100 in vitro  diagnostic  products  on a
worldwide  basis  to  hospitals,  clinical  laboratories,  commercial  reference
laboratories,  and  research  institutions  for  use in  disease  detection  and
prevention. In addition, as a result of the merger we completed last August with
Xtrana, Inc., we own newly developed proprietary  technology for the development
of  nucleic   acid-based   tests  for  use  in  drug  discovery,   detection  of
environmental and food contaminants,  forensics and identity testing,  human and
animal diseases,  genetic  predisposition  to disease,  and other  applications.
Specific pathogens for which we are currently  developing tests include E. coli,
Listeria and  Salmonella in food,  Cryptosporidium  and coliforms in water,  and
chlamydia.  Broader applications are contemplated for genetic  predisposition to
disease and the human diagnostic markets.

     We  were  initially   incorporated  in  Delaware  in  1987.  Our  corporate
headquarters  are  located  in  Broomfield,  Colorado,  where  we  also  conduct
significant research and development activities.  We also maintain facilities in
Ventura,  California,  housing  product  development,  manufacturing,  sales and
marketing, and other operations.  We have one wholly-owned operating subsidiary,
Biopool AB, located in Umea, Sweden, where we also carry on product development,
manufacturing, and sales and marketing activities.

     On August 10,  2000,  we  completed a merger with  Xtrana,  Inc., a company
based in  Denver,  Colorado  and  primarily  engaged in the  development  of new
proprietary nucleic acid (DNA/RNA) testing technology. Since the merger, we have
continued  to operate  under both the  Biopool  International  and Xtrana  brand
names.

     During the first half of 1999, we consummated the sale of certain  business
assets of our former BCA Division. As a result of this transaction, we no longer
conduct business in the immunohematology (blood bank) market.

IN VITRO DIAGNOSTICS INDUSTRY

     The  worldwide  in  vitro  diagnostics  market  is  estimated  to be  worth
approximately  $20 billion  annually.  Our products are sold to specific markets
within the worldwide in vitro diagnostics  market.  Those segments are estimated
to be worth  approximately $1 billion annually,  in the aggregate.  Our products
are used, in general,  to diagnose  disease,  identify  individuals  at risk for
developing certain diseases, and monitor patients undergoing therapy for certain
disease  states.  These  products are typically  referred to as reagents or test
kits and are used by highly trained  laboratory  technologists  utilizing a wide
range of testing  devices,  which  perform the ultimate  analysis.  In a typical
example,  patient samples (blood, plasma, urine, or other body fluids) are mixed
with manufactured  reagent(s),  such as those we produce, and a reaction is then
measured by specific  instrumentation.  The test result  obtained  thus provides
certain diagnostic information to the clinician.

     In vitro  diagnostic  products  are  utilized by health care  professionals
worldwide. Diagnostic testing is most often performed in:

     -   hospital-based laboratories
     -   commercial reference laboratories
     -   physician office laboratories.

     Our products address two key disciplines of the total in vitro  diagnostics
market:




                                       3
<PAGE>


     1.   Hemostasis/Fibrinolysis

     These reagents and test kits are used to:

          -    diagnose  patients who have  suffered  thrombotic  (clot-forming)
               circulatory  diseases  such  as  myocardial  infarction,  stroke,
               embolism, or deep vein thrombosis;

          -    diagnose   patients  who  are  suffering  from  certain  bleeding
               disorders; and

          -    monitor  patients   undergoing  therapy  for  such  diseases  and
               disorders.

     2.   Vascular Occlusion

     These   tests   are,   to  some   degree,   the  same  as  those   used  in
hemostasis/fibrinolysis  but have growing importance in identifying  individuals
at risk  for  developing  vascular  occlusion,  such as  myocardial  infarction,
stroke, deep vein thrombosis, and embolisms.

NUCLEIC ACID (DNA/RNA) TESTING INDUSTRY

     The growing  understanding  of genetics and the genetic basis of biological
activity  is driving  renewed  growth in the  research  and  commercial  testing
markets.  Genomics  research is being applied to identify  specific genes and to
use the identity of the gene to identify its source, as in forensics,  paternity
and  pathogen  testing,  or to reveal  possible  linkages  between  the gene and
biologic  activity  and  disease,  as in  diagnostic  testing.  Highly  specific
detection tests and, where applicable, precisely targeted therapeutic approaches
are being  designed to address  not only human  disorders  but also  veterinary,
environmental,  food safety,  forensics and other applications.  These new tests
and  approaches  require  specialized  research  reagents,  supplies,  tools and
instruments.   Currently,  demand  for  these  reagents,   supplies,  tools  and
instruments  arise  from  both  academic  and  industrial  researchers  and from
commercial  testing  applications,  such as forensics,  paternity and diagnostic
testing.

     The nucleic  acid-based  research  market is currently  approximately  $750
million  annually,  and is expected to grow to $1.8 billion annually by the year
2004. The commercial market currently  amounts to approximately  $560 million in
sales annually and is expected to grow to $5.6 billion annually by 2004.

     In order to capitalize on increasing  demand generated by both the research
and commercial markets, Biopool and other industry participants are developing a
wide range of products and services  including genomic  information,  diagnostic
tests and assays,  testing services,  drugs and gene therapies and environmental
services.  We are already  participating  in both the  commercial  and  research
segments  of the  genetics  market.  Further,  one  segment  of  the  commercial
market--human  diagnostic  testing--offers  particular  opportunities due to the
size of the market and the limited  development  of nucleic  acid-based  testing
products to date.

     Our technologies permit the development of rapid,  easy-to-use and low-cost
hand-held  nucleic acid testing devices that can be employed in place of complex
and time consuming laboratory-based procedures.

     Our goal is to become the leader in the development of rapid,  easy to use,
low cost nucleic acid-based technology products with a focus on applications for
physician's  offices and field use. Our  technology  is applicable to nearly any
nucleic acid  testing  situation,  and thus offers an  extremely  broad range of
potential commercial and research applications.

PRODUCTS

Test Kits Used for Measuring Various Components of the Fibrinolytic System

     The fibrinolytic  (clot dissolving)  system consists of a number of enzymes
and other  proteins that  participate in limiting the size of blood clots and in
the  dissolution of blood clots that form when the blood vessel wall is damaged.
The clot forms around clumped or aggregated blood platelets  forming a temporary
"plug" to prevent blood loss. When the  fibrinolytic  system is hypoactive,  the
blood clot can become  oversized  and disrupt  blood flow,  resulting  in tissue
damage.  The principal  enzyme involved in  fibrinolysis is plasmin.  Plasmin is
formed from its inactive precursor,  plasminogen, by the action of the naturally
occurring  enzymes,   tissue  plasminogen   activator  ("tPA"),   and  urokinase
plasminogen activator ("uPA"). A high plasma level of the principal inhibitor of
plasminogen  activators,  PAI-1 (plasminogen  activator inhibitor,  type 1), has
been  described in the  scientific  literature  as an  important  risk factor in
developing venous and arterial thrombosis.  Hyperactive fibrinolysis,  including
decreased  levels of inhibitors,  may result in bleeding  problems.  Some of the
fibrinolytic products we manufacture include:

     Minutex(R) D-dimer measures the D-dimer breakdown product of a fibrin clot,
indicating that clot formation has occurred and that the fibrinolytic system has
been activated.  The Minutex(R)  D-dimer test is useful in the diagnosis of deep
vein  thrombosis  (DVT),  pulmonary  embolism,  and  disseminated  intravascular
coagulation  (DIC).  Recent studies have confirmed the ability of the Minutex(R)
D-dimer  test to  provide  information  that can avoid  expensive  and  invasive
procedures for  confirmation of DVT.  Biopool is recognized as a world leader by
virtue of its highly sensitive and accurate D-dimer test.

     Chromolize(TM)  tPA  measures  the  level of tissue  plasminogen  activator
(tPA), the body's most potent activator of the  fibrinolytic  system.  Decreased
release  of active  tPA has been  shown to be a risk  indicator  for  myocardial
infarction.

     Chromolize(TM)  PAI-1 measures  plasminogen  activator  inhibitor-1 (PAI-1)
levels in plasma.  PAI-1 is a major  modulator  of tPA  activity,  and  elevated
levels are also  indicative of the risk of recurrent  heart  attacks,  recurrent
deep vein thrombosis, and post-operative thrombosis.

     Stabilyte(TM) is a unique patented blood collection  device that stabilizes
tPA  activity  and other serine  proteases  in blood after  collection,  greatly
simplifying their measurement and leading to a more accurate assessment of these
key fibrinolytic enzymes.

Test Kits for Measuring Risk of Vascular Occlusion

     Cardiovascular  disease, which includes coronary artery disease and stroke,
is currently  the nation's  leading cause of death.  Inappropriate  formation of
thrombi (clots) by biochemical processes is behind these disease states. Several
of our products are used in the diagnosis and  evaluation of patients who may be
suffering from cardiovascular disease, including the following products:

     Auto-Dimer(R) is a second generation, quantitative D-dimer kit that can be
used on automated clinical chemistry  analyzers to measure the D-dimer breakdown
product of a fibrin clot.  D-dimer is a key  indicator of  thrombotic  disorders
such as deep vein thrombosis (DVT) in which potentially  life-threatening  blood
clots form in the legs.

     MiniQuant(TM) D-dimer is a D-dimer assay specifically formulated for use on
the  MiniQuant(TM)  reader,  our new  point-of-care  analyzer  for  quantitative
D-dimer identification. The MiniQuant(TM) D-dimer test system received clearance
from the U.S.  Food and Drug  Administration  (FDA)  via the  510(k)  pre-market
notification process in February 2001.

     Bioclot(R) aPC  Sensitivity  Kit is Biopool's new test kit for  determining
sensitivity to activated  protein C (APC). The most common reason for resistance
to APC is a genetic mutation in the (clotting)  factor V gene (factor V Leiden),
which  is  the  leading  cause  of  thrombotic  (clot-forming)  diseases.  Other
physiological  states  that can lead to  resistance  to APC  include  pregnancy,
malignancy, and oral contraceptive use.

     Bioclot(R)  Protein C and  Bioclot(R)  Protein S measure  key  enzymes  and
regulatory proteins controlling the clotting process. Both tests are approaching
routine use in test panels  screening for thrombotic  risk. The Bioclot(R) tests
are easy to perform and are compatible with all routine hemostasis analyzers.

     Bioclot(R) LA is another of the easy to perform  Bioclot(R) assays, in this
case used to detect the presence of  lupus-like  anticoagulants  (LA).  Elevated
levels of LA present a  considerable  risk factor for  thrombosis  and recurrent
spontaneous abortion.



                                       4
<PAGE>


     Spectrolyse(R) AT III measures  antithrombin III (AT III) levels in plasma,
the most important  inhibitor of clotting activity within the hemostasis system.
Decreased levels of this key protein are prognostic of thrombotic risk.

Test Kits for Measuring Various  Components of the Blood Coagulation  (Clotting)
System

     The  coagulation  system  consists of a number of clotting  factor proteins
that  interact in a complex way to cause the  polymerization  of  fibrinogen  to
fibrin, resulting in clot formation.  The clotting factors,  identified by Roman
numerals (e.g.,  factor II, factor VIII, etc.), also have inhibitors  present in
the circulation which limit their activity.  Congenital or acquired deficiencies
of any of the clotting factors may result in bleeding, while deficiencies in the
inhibitors are associated with thrombotic (clot-forming) complications.

     Factor  Deficient  Plasmas  are human  plasmas  synthetically  depleted  of
individual clotting factors using specific monoclonal and polyclonal antibodies.
These plasmas are used as substrate  plasmas in the clinical  laboratory for the
determination of clotting factor deficiency in patients.

     Hemostasis  Reference  Plasma is a freeze-dried  reference  plasma that has
been assayed against  international  plasma  standards  (obtained from the World
Health  Organization)  for 24  hemostasis  analytes  and marketed as a universal
control in the performance of many hemostasis tests.

Products Used in the Routine  Screening of the  Coagulation  System,  Monitoring
Patients     on    Oral     Anticoagulant     or    Heparin     Therapy,     and
Assessing Platelet Function

     Test systems,  such as those manufactured by Biopool, are routinely used to
provide global information on the status of the blood "clotting system" prior to
surgery  in order  to  identify  individuals  who  might  be at risk for  excess
bleeding during invasive  procedures.  These global tests are also commonly used
to monitor the status of anticoagulant  treatment because  anticoagulants have a
direct impact on clotting activity. Typical tests include:

     Thromboplastin  is used  for  monitoring  patients  on  oral  anticoagulant
therapy (i.e.,  coumadin),  for routine  coagulation system  assessment,  and in
specific clotting factor assays.

     APTT Reagent is used in the monitoring of patients on therapeutic  heparin,
presurgical screening,  routine coagulation system screening, and in coagulation
factor assays.

     Fibrinogen  Kit is used in the routine  determination  of  fibrinogen  when
assessing bleeding disorders. There is an increasing interest in the performance
of  fibrinogen  assays  as an  abnormally  high  level of plasma  fibrinogen  is
considered a risk factor for thrombotic disease.

     Coagulation Control Plasmas are freeze-dried, stabilized human plasmas used
in the day-to-day control of routine coagulation tests.

     FDP Collection Tube is a specialized  system of blood  collection  designed
for use in fibrin  degradation  product  ("FDP")  assays and  compatible  with a
variety of commercially available FDP kits.

     Platelet  Aggregation  Reagents  are  used in the  determination  of  blood
platelet  abnormalities and may prove quite useful in monitoring the efficacy of
new  FDA-approved   anti-platelet   drugs  offered  by  certain   pharmaceutical
suppliers.

     Ristocetin  Cofactor  Assay  is used  in the  diagnosis  of von  Willebrand
disease,  one of the most  common  hereditary  bleeding  disorders  in the human
population.

Products Used in Nucleic Acid Testing

     The Xtra  Amp(TM)  Extraction  System  allows for  combining  nucleic  acid
extraction  and  amplification  in the same  microcentrigue  tube.  Nucleic acid
testing involves three steps: extraction of the genetic material,  amplification
of the  material,  and  detection  of the  desired  gene  sequence.  Our initial
commercial product in this area, the Xtra Amp(TM) Extraction System performs the
extraction  step in the nucleic acid testing  process,


                                       6
<PAGE>

and a follow-on  product line will  encompass all three steps.  The Xtra Amp(TM)
System is sold for use with  amplification and detection  products and processes
currently  available in the  marketplace.  This system enables the extraction of
nucleic acid with only three minutes of hands-on  time,  and the  elimination of
centrifugation,  vacuum filtration,  product transfer,  or elution steps, all of
which are currently necessary with competing  technologies.  This saves valuable
laboratory time as well as minimizing the risks of  cross-contamination,  as the
entire  extraction  and  amplification  process  takes  place in the same  tube.
Additionally,  the  Xtra-Amp(TM)  kits provide for  long-term dry storage of the
nucleic acid sample that can be used later for tracking or follow-up testing.

Products Under Development and R&D

     We  carry  out  product  development   activities  at  each  of  our  three
facilities.  Most  product  development  is  aimed  at  broadening  our  product
offerings in the market niches we already serve,  introducing  updated  versions
(quicker,  more  user-friendly,  more accurate,  etc.) of current products,  and
conducting research aimed at evaluating  technology applicable to new methods of
diagnostic testing.

     We received  510(k)  clearance  from the FDA in February 2001 to market the
MiniQuant(TM) D-dimer assay system, a rapid, quantitative method for determining
the fibrin  degradation  product D-dimer in plasma. The assay is performed using
our  MiniQuant(TM)  latex  agglutination  reagent  and  the  MiniQuant(TM)-1,  a
compact,  two-channel LED  photo-optical  detection system for use in laboratory
and emergency care environments.

     On November 8, 2000, the Company was issued US patent  6,153,425,  entitled
"Self-Contained Device Integrating Nucleic Acid Extraction,  Amplification,  and
Detection."  This  patent is a  continuation,  in part,  of an  earlier  patent,
expanding  upon our  development  strategy  for a  self-contained  nucleic  acid
detection  system to include a modular  design that will interface with multiple
amplification technologies.

     We  received  510(k)  clearance  to market  one new  product  in 1999,  the
Bioclot(R)  aPC  Sensitivity  Kit,  a new test for  determining  sensitivity  to
activated  protein C (APC).  The most common  reason for  resistance to APC is a
genetic mutation in the (clotting)  factor V gene, which is the leading cause of
thrombotic  (clot-forming) diseases. Other physiological states that can lead to
resistance to APC include pregnancy, malignancy, and oral contraceptive use.

     During 2000 and 1999,  we spent  $699,000 and $322,000,  respectively,  for
research  and  development.  We expect  research  and  development  spending  to
increase substantially in 2001 due to the addition of the Xtrana business.

     In our Hemostasis  business,  we maintain an active liaison with university
and other  research-based  technology  transfer  groups and frequently  evaluate
various product concepts and core  technologies  that could be applicable to our
product lines and logical extensions  thereof. In connection with these efforts,
we utilize the  expertise of clinical  advisors,  such as Dr.  Bjorn Wiman.  Dr.
Wiman is  currently  a Professor  in Blood  Coagulation  Research at  Karolinska
Institute  and  Senior  Physician  at  the  Department  of  Clinical  Chemistry,
Karolinska  Hospital,  Stockholm,  Sweden.  Dr. Wiman was  formerly  Head of the
Department of Clinical Chemistry at Karolinska Hospital.

     In nucleic acid detection,  we also utilize the expertise of advisors.  Two
of these are Michael P. Doyle,  Ph.D.,  and Jim Mahony,  Ph.D. Dr. Doyle is well
known in the food microbiology industry and provides consultation  regarding our
food  pathogen   detection   assays,   including  E.  coli   0157:H7,   Listeria
monocytogenes,  Salmonella,  Coliforms, and Campylobacter.  He received his B.S.
degree in  Bacteriology  in 1973, an M.S. in Food  Microbiology  in 1975,  and a
Ph.D.   in  Food   Microbiology   in   1977,   all  from   the   University   of
Wisconsin-Madison.  After working for the Ralston  Purina Co. from  1977-80,  he
accepted an Assistant  Professor  position at the Food Research Institute at the
University of  Wisconsin-Madison  in 1980. He remained  here,  advancing to full
Professor in the  Department  of Food Science,  until 1991.  In 1991,  Dr. Doyle
moved to Griffin,  Georgia,  where he remains as  Professor  and Director of the
Center for Food Safety and Quality  Enhancement,  and Head,  Department  of Food
Science and Technology, University of Georgia.




                                       7
<PAGE>


     Dr.  Mahony is well known in clinical  virology  and  chlamydiology.  He is
consulting and  collaborating on the development of a SCIP-based assay for urine
detection of chlamydia and  gonorrhea.  He is Professor and Director at McMaster
University Virology and Chlamydiology Laboratory, Hamilton, Ontario, Canada. Dr.
Mahony has authored 104  publications,  most of which deal with either chlamydia
or gonorrhea.  He has also published 25 articles in books,  all discussing STD's
and chlamydia.  His lab frequently conducts and publishes  validation studies of
new methods for detection of sexually transmitted disease infectious agents.

MANUFACTURING AND QUALITY CONTROL

     We currently manufacture our hemostasis reagents and assemble our test kits
at our facilities in Ventura,  California and Umea,  Sweden. We also manufacture
many of the raw materials used in the  manufacture  of our test kits,  including
polyclonal antibodies,  monoclonal  antibodies,  and purified proteins. In cases
where  raw  materials  are  obtained  from  outside  sources,  we try  to  avoid
dependence on any one source where possible. Human plasma, an important starting
material  for many of our  products,  is sourced from  licensed  blood banks and
plasmapheresis  centers.  We believe that the available sources of materials are
adequate for its present and anticipated needs.

     All of our products are manufactured in accordance with Good  Manufacturing
Practices for Medical  Devices as promulgated by the FDA. We are registered as a
Device Manufacturing Establishment with the FDA. We are also registered with the
U.S.  Drug  Enforcement   Administration  to  handle  Schedules  I-V  controlled
substances.   We  perform  our  own  vial-filling,   freeze-drying,   microtiter
plate-filling,  and processing.  Both of our facilities are currently undergoing
preparations to become ISO certified.

     Our Xtra  Amp(TM)  Extraction  System is currently  manufactured  for us by
Ansys Diagnostics, Inc.

     Many of our technical  employees hold advanced degrees or certifications in
medical  technology.  Eight  individuals  hold Ph.D.  degrees in the  biological
sciences.

MARKETING AND DISTRIBUTION

     Our products are sold worldwide.  The U.S.  typically accounts for some 35%
of the total worldwide  diagnostics market, Europe approximately 35%, Japan 10%,
and 20% for the rest of the world.

     Within  the U.S.,  we market and sell our  products  directly  and  through
regional  and  national  distributors.  Our sales force  consists of two outside
sales    representatives,    a   strategic   support    specialist,    and   two
telemarketing/technical  support  specialists.  Our sales  personnel  are highly
experienced  in the  technical  aspects of the product  lines and  include  some
individuals with advanced degrees in medical technology.

     We sell our products  outside of the U.S.  through more than 50 independent
dealers in 40 countries.  We augment our direct sales activities  through active
participation in a number of key regional,  national, and international industry
trade  shows,  such as the  American  Association  of  Clinical  Chemistry,  the
American Society of Hematology,  Clinical Laboratory Management Association, and
Medica (Dusseldorf, Germany).

     In  addition  to direct  sales  activities,  our  Hemostasis  products  are
distributed  in the  U.S.  through  Columbia  Diagnostics  (acquired  by  Fisher
HealthCare),  LABSCO,  Perigon,  Tech-Neal  Scientific,  Scientific  Supplies  &
Equipment, and other regional distributors that collectively cover all 50 states
with over 180 sales representatives.

     For our  XtraAmp(TM) Extraction System,  we have entered into  distribution
agreements   with  Beckman   Coulter,   Inc.,  MBI  Fermentas  Inc.,  and  Ansys
Diagnostics, Inc.

     We   manufacture   products  for  private  label  and  Original   Equipment
Manufacturer  businesses in the hemostasis market.  OEM customers  accounted for
approximately   51%  of  our  sales  in  2000,  and  include  sales  to  Biosite
Diagnostics,  Dade  Behring,  Instrumentation  Laboratory,  Organon  Teknika  (a
division  of Akzo  Nobel),  Ortho  Diagnostic  Systems (a  division of Johnson &
Johnson;  this hemostasis business unit was recently acquired by Instrumentation
Laboratory),  Pacific  Hemostasis (a division of Fisher  Scientific),  and Sigma
Diagnostics (Sigma/Aldrich).



                                       8
<PAGE>


     Sales to three customers,  Instrumentation Laboratory (including the former
Ortho Diagnostic Systems, a division of Johnson & Johnson),  Pacific Hemostasis,
and Sigma Chemical Company, slightly exceeded 34% of total 2000 sales.

COMPETITION

     We compete on a  worldwide  basis  against a number of  companies,  some of
which are  subsidiaries of large  pharmaceutical,  chemical,  and  biotechnology
firms whose  financial  resources and research and  development  facilities  are
substantially greater than ours. In the hemostasis area, these companies include
BioMerieux,  Dade  Behring,   Instrumentation  Laboratory,  Organon  Teknika  (a
division of Akzo Nobel),  and Sigma Diagnostics  (Sigma/Aldrich).  Consolidation
within  the  industry  continues  to make these  competitors  even  larger;  for
example,  the acquisition of the Hemoliance business of Ortho by Instrumentation
Laboratory.

     A number of smaller  companies  also  compete  with us in the  research and
development    of    diagnostic    test    kits    relating    to   the    niche
hemostasis/fibrinolysis  market,  including  Diagnostica Stago S.A. (France) and
Agen, Inc.  (Australia).  We currently have  approximately a 2% worldwide market
share in total hemostasis products and up to a 20-30% share in certain specialty
hemostasis/fibrinolysis products.

     In the area of nucleic acid testing, we compete with a number of additional
companies  including,   among  others,   Applied  Biosystems,   Qiagen,  Caliper
Technologies, and Aclara Biosciences.

     Competition is based upon a number of factors,  including  product quality,
customer service, price, continuous availability of product,  breadth of product
range,   and  the  strength  and   effectiveness  of  the  sales  and  marketing
organization.  We  believe  our test kits and  reagents  compete on the basis of
price, relative ease of use, quality, accuracy, and precision.

SUPPLIERS

     We obtain raw materials from numerous  outside  vendors.  Key raw materials
include plasma,  antisera,  platelets,  enzymes, and monoclonal  antibodies.  We
generally  have more than one source for our key raw  materials.  We continually
evaluate additional suppliers with a view towards reducing our dependence on any
single vendor.

PATENTS, TRADEMARKS, AND PROPRIETARY INFORMATION

     We consider the protection of  discoveries in connection  with our research
and  development  on  test  kits  important  to our  business.  We  seek  patent
protection for technology when deemed appropriate and, to date, have been issued
four patents in the United States and foreign jurisdictions  specific to nucleic
acid  diagnostics.  We also have several patents pending for additional  nucleic
acid-related technologies.

     We are also reliant on trade secrets,  unpatented proprietary know-how, and
continuing technological innovation to develop our competitive position. Many of
our key employees and consultants have entered into  confidentiality  agreements
and have agreed to assign to us any inventions  relating to our business made by
them while in our employ, or in the course of services  performed on our behalf.
We perform an ongoing assessment of the value of our intangible assets.

     We have  established  rights in the trademarks  "XTRANA," "Xtra Amp," "Xtra
Bind," "SCIP," and "MiniQuant." The marks Biopool(R), Bioclot(R),  TintElize(R),
Minutex(R), and AutooDimer(R) have been registered with the United States Patent
and Trademark Office and in many foreign territories.

GOVERNMENT REGULATIONS

     The manufacture  and sale of diagnostic  products are subject to regulation
by the FDA in the United States and by comparable regulatory agencies in certain
foreign  countries  in which  our  diagnostic  products  are  sold.  The FDA has
established   guidelines  and  safety  standards  that  are  applicable  to  the
preclinical  evaluation and clinical  investigation  of diagnostic  products and
regulations  that govern the manufacture and sale of such products.  The FDA and
similar agencies in foreign countries have substantial regulations that apply to
the testing,  marketing  (including export), and manufacturing of products to be
used for the  diagnosis


                                       9
<PAGE>

of disease.  In the United States,  many diagnostic  products may be accepted by
the FDA pursuant to a 510(k)  notification,  which must contain information that
establishes  that the  product in  question  is  "substantially  equivalent"  to
similar  diagnostic  products already in general use. Sixty of our products have
received  marketing  approval  utilizing this 510(k) process.  Thirty-one of our
products  have also  received  market  approval  from the  regulatory  agency in
France, AFSSAPS (formerly l'Agence du Medicament).

     Our  manufacturing  facilities  in the  U.S.  and  Sweden,  as  well as any
additional  manufacturing  operations that may be established  within or outside
the United States, are subject to compliance with Good  Manufacturing  Practices
regulations. We are registered as a medical device manufacturer with the FDA and
as a manufacturer with the U.S. Drug Enforcement Administration.  We may also be
subject  to  regulation  under the  Occupational  Safety  and  Health  Act,  the
Environmental  Protection Act, the Toxic  Substance  Control Act, Export Control
Act, and other present and future laws of general application.

     We believe that the  manufacture  and use of our products  have no material
adverse environmental impact.

     Except as we  indicated  above,  we are not subject to direct  governmental
regulation  other  than  the  laws  and  regulations   generally  applicable  to
businesses in the  jurisdictions in which we operate,  including those governing
the handling and disposal of hazardous wastes and other  environmental  matters.
Our research and  development  activities  involve the  controlled  use of small
amounts of hazardous materials and chemical compounds.  Although we believe that
our safety  procedures for handling and disposing of such materials  comply with
applicable  regulations,  the risk of  accidental  contamination  or injury from
these  materials  cannot  be  completely  eliminated.  In the  event  of such an
accident,  we could be held liable for resulting  damages.  This liability could
have a material adverse effect on us.

EMPLOYEES

     At the end of 2000, we had 86 regular (full- and part-time)  employees,  67
of whom were located in the U.S.  and 19 who were located in Sweden.  Certain of
our Swedish employees are members of national unions.

FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES

     The  information  is  disclosed  in  Note 9 to the  consolidated  financial
statements included herein under Item 13.

ITEM 2. PROPERTIES

     We lease a 20,000 square-foot  facility in Ventura,  California,  providing
administrative,    laboratory,   manufacturing,   and   warehouse   space.   Key
manufacturing  facilities  include  clean  rooms,  high-speed  vial  filling and
capping  capabilities,  and a  freeze-drying  capacity.  Under  the terms of the
three-year lease agreement  expiring in 2002, the base rent for this facility is
approximately $110,000 per year with annual increases tied to the Consumer Price
Index.

     Our Swedish subsidiary, Biopool AB, leases a 12,500 square-foot facility in
Umea, Sweden, providing administrative, laboratory, warehouse, and manufacturing
space.  The  laboratories  are  particularly   suited  for  the  preparation  of
high-quality biochemicals for use in our test kits. Annual rent is approximately
$119,000 pursuant to the terms of a five-year lease expiring in 2004.

     We additionally  lease 1,200  square-feet of laboratory  space from Bonfils
Blood Center in Denver,  Colorado. The term of the lease is month to month, with
annual rent of $34,188.

     Temporary  offices  are  leased  on a month to month  basis in  Broomfield,
Colorado for a total annual base rent of $73,500.




                                       10
<PAGE>


     On  December  19,  2000,  the Company  entered  into a lease  agreement  in
Broomfield,  Colorado,  for an 11,040 square-foot  corporate office and research
and  development  facility.  The lease commences in April 2001 and has a term of
five years. Base rent for this facility is $160,080 per year,  increasing 3% per
year.  This facility will allow the Company to consolidate  the current  Bonfils
lab space and the temporary office rentals.

ITEM 3. LEGAL PROCEEDINGS

     On March  26,  2001,  we  entered  into a  settlement  agreement  with Agen
Biomedical Ltd. with regard to a patent infringement filed on March 10, 2000, by
Agen.  As a part of the  settlement,  the Company and Agen have  entered  into a
non-exclusive license agreement for the underlying patent and all claims by Agen
and counter  claims  made by us have been  dropped.  We do not believe  that the
settlement will have a material impact on our results of operations.

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

     There were no  matters  submitted  during the fourth  quarter of the fiscal
year covered by this Report to a vote of stockholders,  through the solicitation
of proxies, or otherwise.


                                     PART II

ITEM 5.  MARKET  FOR THE  REGISTRANT'S  COMMON  EQUITY AND  RELATED  STOCKHOLDER
MATTERS

     Our common  stock  currently  trades on the OTC Bulletin  Board(R)  (OTCBB)
under the symbol BIPL.  The  following  sets forth the high and low trade prices
for our common  stock for the  periods  indicated  as reported by Nasdaq and the
OTCBB. We have not paid any dividends since our inception and do not contemplate
payment of dividends in the foreseeable future.

<TABLE>
<CAPTION>
                                        2000                      1999
                                 High          Low         High          Low
                            -------------------------------------------------

     <S>                    <C>          <C>          <C>          <C>
     First quarter          $    2.000   $    0.656   $    1.375   $    0.594

     Second quarter              1.688        0.750        1.000        0.563

     Third quarter               1.844        0.844        0.906        0.750

     Fourth quarter              2.030        0.844        1.000        0.719

</TABLE>

(a)  On March 9, 2001, the closing trade price of our common stock,  as reported
     by the OTCBB, was $0.94.

(b)  As of March 9, 2001,  we had 243 holders of record of our common  stock.  A
     large  number of shares are held in nominee  name.  Based upon  information
     provided by our transfer agent,  American Stock Transfer and Trust Company,
     we had approximately 2,496 beneficial shareholders on the same date.

ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     On April 30, 1999, we consummated  the sale of certain  business  assets of
BCA for $4.45 million in cash.  BCA ceased  operations to our benefit  effective
May 1, 1999, but we continued to convert  certain  inventory  items on behalf of
the buyer through June 30, 1999. The 1999 Consolidated  Statements of Operations
have been restated to reflect ongoing  hemostasis  operations  only. The sale of
BCA reduced the Company's sales by  approximately  50%;  however,  the impact on
pre-tax income was negligible.


                                       11
<PAGE>

     On August 10, 2000, we merged with Xtrana,  Inc.,  pursuant to an Agreement
and Plan of  Reorganization  dated May 3, 2000, as further  described in our 8-K
filed  with the SEC on August 11,  2000.  The  merger  was  accounted  for as an
acquisition of Xtrana,  and the consolidated  financial results for 2000 include
the results of Xtrana since the date of the merger.

2000 VERSUS 1999

     SALES

     Sales were $9.8 million for the year ended December 31, 2000, compared with
$8.8 million for the year ended 1999. This represents an increase of sales equal
to $1.0  million or 11%.  Approximately  half of the  increase was the result of
further  penetration of  international  markets  through our OEM and distributor
relationships.  In addition,  direct sales of Biopool labeled product  accounted
for one third of the increase,  resulting from a renewed focus in this area. The
remaining  increase was the result of product and grant  revenue from the Xtrana
business for the stub period since the merger.

     Our customers are dispersed over wide geographic areas. Sales in the United
States and Western  Europe  accounted  for 58% and 27%,  respectively,  of total
sales  during  2000.  Sales  to  three  customers,   Instrumentation  Laboratory
(including  the  former  Ortho  Diagnostic  Systems,  a  division  of  Johnson &
Johnson),  Pacific Hemostasis and Sigma Chemical Company,  slightly exceeded 33%
of total 2000 sales.

     We  expect  that  future  sales  will  continue  to be  influenced  by many
additional  factors,  including the  introduction  of new diagnostic  test kits,
success in marketing our test kits to the clinical market,  increased  awareness
and demand  for  testing  by  physicians,  expansion  of our  products  into new
geographic  areas  through  distributors  and OEM  relationships,  direct  sales
through Company-employed sales representatives, and the commercialization of the
Xtrana  technologies.  Rapid changes in  technologies,  demand level for certain
diagnostic  tests,  price  competition,  continued  efforts  worldwide to reduce
health  care costs  (including  diagnostic  testing),  and the  availability  of
high-quality  raw  materials  may also have a material  impact on our short- and
long-term sales.

     COSTS AND EXPENSES

     Cost of sales increased by $0.6 million, or 13.5%, to $5.3 million in 2000,
primarily as the result of increased  sales.  As a percentage of sales,  cost of
goods sold  increased  1.1% to 54.0% in 2000 compared  with 52.9% in 1999.  This
increase in cost as a percentage  of sales was the result of the addition of the
Xtrana  business,  which  during  2000 was  primarily  engaged in  research  and
development,  a portion  of which was  funded on a cost  reimbursement  basis by
various  government  grants.  Costs as a  percentage  of sales are  expected  to
decrease as Xtrana products are commercialized in 2001.

     Selling,  general and administrative expenses increased by $1.4 million, or
46%, to $4.5 million in 2000.  The bulk of the increase  related to the addition
of the Xtrana business,  which accounted for $1.2 million of the increase.  Just
under $0.4 million of the Xtrana increase was due to amortization expense on the
goodwill  generated  by the merger.  The  remaining  increase  was the result of
severance  costs  relating  to the  management  reorganization  as a part of the
merger and incremental expenses relating to the increase in sales.

     Research and development  expenses increased $0.4 million or 117% over 1999
levels.  Almost all of this increase came as a result of the merger with Xtrana,
and the continued  emphasis on the  investment in the  development of the Xtrana
technologies.

     INCOME TAXES

     The difference  between our effective tax rate for 2000 and the 34% federal
statutory tax rate was primarily due to the effects of state and foreign  income
taxes,  non-deductible goodwill amortization as well as the provision for a full
valuation  allowance on all net operating  loss  carryforwards  available to the
Company.



                                       12
<PAGE>


     FINANCIAL CONDITION

     During the second  quarter of 2000, the Company sold the property and plant
of its former BCA business unit for $2.0 million,  which was approximately equal
to its  carried  value.  This  inflow of cash  added to the  Company's  existing
liquidity  position.  As of December 31, 2000,  the  Company's  working  capital
position  was $6.4  million,  with a current  ratio of 5.9 to 1.0.  Our  current
availability of cash, unused line of credit, working capital, and cash flow from
operations  are adequate to meet our ongoing  needs for at least the next twelve
months.  However, we may investigate and pursue additional  financing options in
the near term to accelerate the development and  commercialization of the Xtrana
technologies.

     The  Company  issued  8,829,461  shares  of  Common  Stock  to  the  Xtrana
stockholders  on August 10,  2000 and  998,366  warrants  to warrant  holders of
Xtrana and certain financial advisors. This issuance will have a dilutive effect
on earnings per share in the near term.

     On October 8, 1998, we received a letter from Nasdaq stating that we do not
meet the minimum bid price  requirement of $1.00 per share for continued listing
on the Nasdaq  SmallCap  Market.  On March 12, 1999, we had a hearing before the
Nasdaq  SmallCap  Market in order to obtain an  exemption  from the  minimum bid
price requirement. The subsequent decision of the Nasdaq Panel was to delist our
common stock, which became effective April 19, 1999.

FORWARD LOOKING STATEMENTS

     Except  for  the  historical  information  contained  herein,  this  report
contains  forward-looking   statements  (identified  by  the  words  "estimate,"
"anticipate," "expect," "believe," and similar expressions) which are based upon
our  expectations  as of the date made.  These  forward-looking  statements  are
subject to risks,  uncertainties  and factors that could cause actual results to
differ materially from the results anticipated in the forward-looking statements
and  include,  but are not  limited  to,  competitors'  pricing  strategies  and
technological  innovations,  changes in health care and government  regulations,
litigation claims, foreign currency fluctuation,  product acceptance, as well as
other factors discussed in our previous Report on Form 10-KSB.

RISK FACTORS

     You should  carefully  consider  the  following  risk factors and all other
information  contained  in this report  before  purchasing  shares of our common
stock.  Investing in our common stock  involves a high degree of risk. If any of
the following events or outcomes actually occur, our business, operating results
and financial  condition would likely suffer. As a result,  the trading price of
our common  stock could  decline,  and you may lose all or part of the money you
paid to purchase our common stock.

Risks Related to Our Business
-----------------------------

     Failure to  Successfully  Integrate  Xtrana and  Biopool  Operations  Could
Reduce Our  Profitability.  We closed our merger with Xtrana on August 10, 2000.
The integration of Xtrana operations with Biopool operations is ongoing and will
require  significant   effort,   including  the  coordination  of  research  and
development and sales and marketing  efforts.  Xtrana  operations are located in
Denver, Colorado,  while Biopool operations are located in Ventura,  California.
This physical separation may make it difficult to effectively  communicate with,
manage and integrate staff and operations. Such difficulties could significantly
hurt our operations and consequently our financial results.  Personnel may leave
or be  terminated  because  of the  merger.  Management  may have its  attention
diverted  while  trying  to  integrate  the  companies.  Such  diversion  of the
management's  attention or difficulties  in the transition  process could have a
material adverse impact on us.

     Reduction or Delays in Research and  Development  Budgets and in Government
Funding May Negatively  Impact our Sales. Our customers  include  researchers at
pharmaceutical and biotechnology companies, academic institutions and government
and private  laboratories.  Fluctuations in the research and development budgets
of these researchers and their  organizations could have a significant effect on
the demand for our products.  Research and development  budgets fluctuate due to
numerous  factors  that are


                                       13
<PAGE>

outside our control and are difficult to predict, including changes in available
resources,   spending  priorities  and  institutional  budgetary  policies.  Our
business could be seriously damaged by any significant decrease in life sciences
research  and  development  expenditures  by  pharmaceutical  and  biotechnology
companies, academic institutions or government and private laboratories.

     A significant  portion of our sales has been to researchers,  universities,
government  laboratories and private foundations whose funding is dependent upon
grants  from  government  agencies  such as the U.S.  Department  of Defense and
similar domestic and international  agencies. In addition, a significant portion
of our own  revenue  and our  anticipated  future  revenue is from such  grants.
Although  the level of research  funding has  increased  during the past several
years, we cannot assure you that this trend will continue. Government funding of
research  and  development  is  subject  to  the  political  process,  which  is
inherently fluid and unpredictable. Our revenues may be adversely affected if we
fail to receive a material  portion of the grants for which we have applied,  or
if our customers  delay purchases as a result of  uncertainties  surrounding the
approval of government budget proposals. Also, government proposals to reduce or
eliminate  budgetary deficits have sometimes included reduced allocations to the
Department  of Defense and other  government  agencies  that fund  research  and
development activities.  A reduction in government funding for the Department of
Defense  or other  government  research  agencies  could  seriously  damage  our
business.

     Many of our  customers  receive  funds from  approved  grants at particular
times of the year, as determined by the federal government.  Grants have, in the
past, been frozen for extended periods or have otherwise  become  unavailable to
various  institutions without advance notice. The timing of the receipt of grant
funds  affects  the timing of  purchase  decisions  by our  customers  and, as a
result, can cause fluctuations in our sales and operating results.

     We Rely on Raw Materials for our Manufacturing.  Our manufacturing  process
relies on the continued  availability  of  high-quality  raw materials,  many of
which we currently receive from specific  vendors.  It is possible that a change
in vendors, or in the quality of the raw materials supplied to us, could have an
adverse impact on our manufacturing process and, ultimately,  on the sale of our
finished  products.  We have from time to time  experienced  a disruption in the
quality or  availability  of certain key raw materials,  which has created minor
delays in our  ability to fill orders for  certain  test kits.  This could occur
again  in  the  future,  resulting  in  significant  delays,  and  could  have a
detrimental impact on the sale of our products.

     Our Operating  Results May Fluctuate  Significantly.  Our operating results
have  fluctuated  in the  past  and are  likely  to do so in the  future.  These
fluctuations  could cause our stock price to decline.  Some of the factors  that
could cause our  operating  results to  fluctuate  include:  (1)  expiration  or
termination of research  contracts  with  collaborators  or government  research
grants, which may not be renewed or replaced;  (2) the timing and willingness of
collaborators  to  commercialize  our  products;  (3) the  timing,  release  and
competitiveness of our products; and (4) general and industry-specific  economic
conditions,   which  may  affect  our   customers'   research  and   development
expenditures and use of our products. If revenue declines in a quarter,  whether
due to a delay in recognizing  expected revenue or otherwise,  our earnings will
decline because many of our expenses are relatively fixed in the short-term.  In
particular, research and development and general and administrative expenses are
not affected  directly by  variations  in revenue.  Due to  fluctuations  in our
revenue and operating expenses, we believe that period-to-period  comparisons of
our results of operations are not a good  indication of our future  performance.
It is possible that in some future  quarter or quarters,  our operating  results
will be below the  expectations  of securities  analysts or  investors.  In that
case, our stock price could fluctuate significantly or decline.

     Failure to Manage our Growth and Expansion  Could Impair our  Business.  We
historically  have sought,  and will continue to seek, to increase our sales and
profitability  primarily through the acquisition or internal  development of new
product lines,  additional  customers and new businesses.  We expect that future
acquisitions, if successfully consummated, will create increased working capital
requirements,   which  will  likely  precede  by  several  months  any  material
contribution  of an  acquisition  to our net income.  Our ability to achieve our
expansion objectives and to manage our growth effectively and profitably depends
upon a variety of factors,  including: (1) our ability to internally develop new
products;  (2) our ability to make profitable  acquisitions;  (3) integration of
new facilities into existing operations;  (4) hiring,  training and retention of
qualified  personnel;  (5)  establishment  of new  relationships or expansion of
existing  relationships  with customers and suppliers;  and (6)  availability of
capital.  In  addition,  the  implementation  of a growth  strategy  could place
significant strain on our  administrative,  operational and financial  resources
and  increased


                                       14
<PAGE>

demands on our financial systems and controls.  Our ability to manage our growth
successfully  will require us to continue to improve and expand these resources,
systems and controls.  If our management is unable to manage growth effectively,
our operating  results could be adversely  affected.  Moreover,  there can be no
assurance  that we will  continue  to  successfully  expand  or that  growth  or
expansion will result in profitability.

     We Rely on  International  Sales,  Which Are Subject to  Additional  Risks.
International sales accounted for approximately 42% of our revenues in both 2000
and 1999.  International  sales can be subject to many  inherent  risks that are
difficult or impossible for us to predict or control,  including: (1) unexpected
changes in regulatory requirements and tariffs; (2) difficulties in staffing and
managing foreign operations,  including foreign distributor  relationships;  (3)
longer payment cycles; (4) adverse economic or political changes;  (5) potential
trade   restrictions,   exchange   controls  and  import  and  export  licensing
requirements;   (6)  problems  in  collecting  accounts   receivable;   and  (7)
potentially adverse tax consequences.

     We intend to continue to generate  revenues  from sales  outside the United
States in the future.  Future  distribution  of our products  outside the United
States  also  may  be  subject  to  greater   governmental   regulation.   These
regulations,  which include  requirements  for approvals or clearance to market,
additional  time  required  for  regulatory  review and  sanctions  imposed  for
violations,  as well as the other risks indicated above, vary by country. We may
not be  able to  obtain  regulatory  approvals  in the  countries  in  which  we
currently  sell our products or in  countries  where we may sell our products in
the  future.  In  addition,  we may be required  to incur  significant  costs in
obtaining necessary regulatory approvals. Failure to obtain necessary regulatory
approvals  or any other  failure to comply with  regulatory  requirements  could
result in a material  reduction in our revenues and earnings.  We also depend on
third-party  distributors for a material portion of our international  sales. If
we  lose  or  suffer  any  significant   reduction  in  sales  to  any  material
distributor, our business could be materially adversely affected.

     In addition,  approximately  26% of our sales are made in Swedish Krona. In
the past, gains and losses on the conversion of our accounts  receivable arising
from international operations have contributed to fluctuations in our results of
operations.  In general,  increases  in the exchange  rate of the United  States
dollar to  foreign  currencies  cause our  products  to become  relatively  more
expensive to customers  in those  countries,  leading to a reduction in sales or
profitability in some cases.

     Failure to Attract and Retain Qualified  Scientific or Production Personnel
or  Loss of Key  Management  or Key  Personnel  Could  Hurt  our  Business.  Our
continued  success  depends  to a  significant  extent  on  the  members  of our
management team.  Recruiting and retaining  qualified  scientific and production
personnel  in  order to  perform  research  and  development  work  and  product
manufacturing are critical to our success as well. Because the industry in which
we compete is very competitive,  we face significant  challenges  attracting and
retaining members of our management team and personnel base. Although we believe
we have been and will be able to attract and retain these  members of management
and  personnel,  there can be no  assurance  that we will be able to continue to
successfully attract such qualified individuals. In addition, we do not maintain
insurance on the lives of anyone at the Company. The loss of services of any key
employee could have a material adverse effect upon our business.

     If We Fail to Introduce New Products,  or our New Products Are Not Accepted
by Potential Customers, We May Lose Market Share. Rapid technological change and
frequent  new product  introductions  are  typical  for our  market.  Our future
success will depend in part on continuous,  timely  development and introduction
of new products that address evolving market requirements. We believe successful
new product  introductions  provide a significant  competitive advantage because
customers  make an  investment  of time in  selecting  and learning to use a new
product,  and then are  reluctant to switch.  To the extent we fail to introduce
new and innovative products, we may lose market share to our competitors,  which
will be difficult or impossible to regain.  An inability,  for  technological or
other reasons,  to successfully  develop and introduce new products could reduce
our growth rate or damage our business.

     In the  past we have  experienced,  and are  likely  to  experience  in the
future, delays in the development and introduction of products. We cannot assure
you that we will  keep pace  with the  rapid  rate of  change  in life  sciences
research,  or that our new products will adequately meet the requirements of the
marketplace or achieve market  acceptance.  Some of the factors affecting market
acceptance of new products include: (1) availability, quality and price relative
to competitive products;  (2) the timing of introduction of the product relative
to competitive  products;  (3) scientists' opinion of the product's  usefulness;
(4) citation of the product


                                       15
<PAGE>

in published  research;  and (5) general trends in life sciences  research.  The
expenses or losses associated with unsuccessful  product development  activities
or lack of market  acceptance  of our new products  could  materially  adversely
affect our business, operating results and financial condition.

     Our  Ability  to Raise the  Capital  Necessary  to  Maintain  or Expand our
Business is Uncertain.  In the future,  in order to expand our business  through
internal  development  or  acquisitions,   we  may  need  to  raise  substantial
additional  funds through equity or debt  financings,  research and  development
financings or collaborative relationships.  However, this additional funding may
not be available  or, if  available,  it may not be  available  on  economically
reasonable terms. In addition,  any additional funding may result in significant
dilution to existing stockholders.  If adequate funds are not available,  we may
be required to curtail our  operations  or obtain  funds  through  collaborative
partners that may require us to release material rights to our products.

     Intellectual   Property  or  Other  Litigation  Could  Harm  our  Business.
Litigation regarding patents and other intellectual property rights is extensive
in the biotechnology  industry. We are aware that patents have been applied for,
and in some  cases  issued to others,  claiming  technologies  that are  closely
related to ours. In the event of an  intellectual  property  dispute,  we may be
forced to litigate.  This litigation could involve  proceedings  declared by the
U.S. Patent and Trademark Office or the International Trade Commission,  as well
as proceedings brought directly by affected third parties. Intellectual property
litigation  can be  extremely  expensive,  and  these  expenses,  as well as the
consequences should we not prevail, could seriously harm our business.

     If a third party claimed an  intellectual  property  right to technology we
use, we might need to  discontinue an important  product or product line,  alter
our products  and  processes,  pay license  fees or cease our affected  business
activities.  Although  we might under  these  circumstances  attempt to obtain a
license to this intellectual  property, we may not be able to do so on favorable
terms, or at all.

     In addition to intellectual property litigation, other substantial, complex
or extended  litigation could result in large expenditures by us and distraction
of  our   management.   For  example,   lawsuits  by  employees,   stockholders,
collaborators or distributors could be very costly and substantially disrupt our
business.  Disputes  from time to time with  companies  or  individuals  are not
uncommon in our  industry,  and we cannot assure you that we will always be able
to resolve them out of court.

     We regard our trademarks,  trade secrets and similar intellectual  property
as  important  to our  success.  We  rely on  trademark  law  and  trade  secret
protection  and  confidentiality   and/or  license  agreements  with  employees,
customers,  partners  and  others to protect  our  proprietary  rights.  We have
pursued the  registration  of our  trademarks  in the U.S. and  internationally.
Effective  trademark and trade secret  protection  may not be available in every
country in which our products are  available.  We cannot be certain that we have
taken adequate steps to protect our proprietary rights,  especially in countries
where the laws may not protect our rights as fully as in the United  States.  In
addition,  third parties may infringe or misappropriate our proprietary  rights,
and we could be required to incur significant expenses in preserving them.

     Our  success  will  depend in part on our  ability to obtain  and  maintain
meaningful patent protection for our products,  both in the United States and in
other countries. We rely on patents to protect some of our intellectual property
and  our  competitive  position.  We  own  issued  patents  and  pending  patent
applications,   including   both   domestic  and  foreign   patents  and  patent
applications.  We cannot assure you that any of the presently  pending or future
patent applications will issue as patents, or that any patents issued to us will
not be challenged,  invalidated, held unenforceable or circumvented. Further, we
cannot  assure you that  claims in patents  that have been issued or that may be
issued to us in the future will be  sufficiently  broad to prevent third parties
from  producing  competing  products  similar  in  design  to our  products.  In
addition, laws of foreign countries may not protect our intellectual property to
the same extent as would laws in the United States.  Failure to obtain  adequate
patent  protection for our proprietary  technology could have a material adverse
effect on our business, operating results, financial condition and future growth
prospects.




                                       16
<PAGE>


     Potential  Product Liability Claims Could Affect our Earnings and Financial
Condition. Despite product testing prior to sale, our products have from time to
time experienced  performance problems discovered after we sold the products. If
a customer  experiences  performance  problems,  errors in  shipment  or product
defects, it could result in:

     -    injuries to persons;
     -    loss of sales;
     -    delays in or elimination of market  acceptance;
     -    damage to our brand or reputation;
     -    product returns

     Although our distributors  and  manufacturers  have return policies,  if we
accept a product returned by a customer but it is not accepted for return by the
distributor,  we will  incur the cost.  Because we depend on third  parties  for
certain of the  components of our products,  if those  components are defective,
the performance of our products would be reduced or undermined.  Any increase in
the rate of returns would affect our financial condition,  operating results and
cash flows.

     Accidents  Related  to  Hazardous  Materials  Could  Adversely  Affect  our
Business. Portions of our operations require the controlled use of hazardous and
radioactive materials. Although we believe our safety procedures comply with the
standards prescribed by federal, state, local and foreign regulations,  the risk
of  accidental  contamination  of property or injury to  individuals  from these
materials cannot be completely eliminated. In the event of an accident, we could
be liable for any damages that result, which could seriously damage our business
and results of operations.

Risks Associated With Our Industry
----------------------------------

     We Are Engaged In a Competitive Industry,  and We May Be Unable to Continue
to Compete  Effectively  in this  Industry  in the  Future.  We are engaged in a
segment of the human health care products  industry that is highly  competitive.
Many of our  competitors,  both in the United  States and  elsewhere,  are major
pharmaceutical,  chemical  and  biotechnology  companies,  and many of them have
substantially  greater capital  resources,  marketing  experience,  research and
development  staffs,  and facilities  than we do. Any of these  companies  could
succeed in developing products that are more effective than the products that we
have or may develop and may also be more  successful  than us in  producing  and
marketing  their  products.  Not  only do we  face  intense  competition  in the
marketplace  against our  competitors,  but we also must compete with these same
companies for the services of personnel.  We expect this competition to continue
and intensify in the future.

     Our industry has also seen substantial consolidation in recent years, which
has led to the creation of competitors  with greater  financial and intellectual
property resources than us. In addition, we believe that the success that others
have had in our industry will attract new  competitors.  Some of our current and
future  competitors  also may cooperate to better compete against us. We may not
be able to compete  effectively  against  these  current or future  competitors.
Increased competition could result in price reductions for our products, reduced
margins  and loss of market  share,  any of which  could  adversely  impact  our
business, financial condition and results of operations.

     We Are Subject to Extensive Government  Regulation.  We operate in a highly
regulated industry.  Our business is currently subject to extensive  regulation,
supervision and licensing by federal, state and local governmental  authorities.
Also,  from time to time we must expend  resources to comply with newly  adopted
regulations,  as well as changes in existing  regulations.  If we fail to comply
with  these  regulations,  we  could  be  subject  to  disciplinary  actions  or
administrative  enforcement  actions.  These  actions could result in penalties,
including fines.



                                       17
<PAGE>


Risks Associated With Our Common Stock
--------------------------------------

     Our principal  stockholders and management own a significant  percentage of
our capital stock and will be able to exercise  significant  influence  over our
affairs.  Our executive  officers,  directors and  principal  stockholders  will
continue to beneficially own 35.6% of our outstanding  common stock,  based upon
the  beneficial  ownership of our common stock as of March 8, 2001. In addition,
these same persons also hold options to acquire  additional shares of our common
stock, which may increase their percentage ownership of the common stock further
in  the  future.   Accordingly,   these  stockholders:   (1)  will  be  able  to
significantly  influence the  composition  of our board of  directors;  (2) will
significantly  influence all matters requiring stockholder  approval,  including
change  of  control  transactions;  and (3) will  continue  to have  significant
influence over our affairs.  This concentration of ownership of our common stock
could have the effect of  delaying  or  preventing  a change of control of us or
otherwise discouraging a potential acquirer from attempting to obtain control of
us.  This,  in turn,  could  have a negative  effect on the market  price of our
common stock.  It could also prevent our  stockholders  from realizing a premium
over the market prices for their shares of common stock.

     Our Stock Price Has Been  Volatile.  Our common  stock is quoted on the OTC
Bulletin Board(R),  and there can be substantial  volatility in the market price
of our common  stock.  The trading  price of our common  stock has been,  and is
likely to continue to be, subject to significant  fluctuations  due to a variety
of factors,  including:  (1) variations in our quarterly operating results;  (2)
the gain or loss of  significant  contracts;  (3)  changes  in  management;  (4)
announcements  of  technological  innovations  or  new  products  by us  or  our
competitors;  (5) legislative or regulatory  changes;  (6) general trends in the
industry; (7) recommendations by securities industry analysts; (8) biological or
medical  discoveries;   (9)  developments   concerning   intellectual  property,
including patents and litigation  matters;  (10) public concern as to the safety
of new  technologies;  (11)  developments in our  relationships  with current or
future customers and suppliers;  and (12) general economic  conditions,  both in
the United States and abroad.

     In addition,  the stock market in general has experienced extreme price and
volume  fluctuations that have affected the market price of our common stock, as
well as the stock of many biotechnology companies. Often, price fluctuations are
unrelated to operating  performance  of the  specific  companies  whose stock is
affected.  In the past, following periods of volatility in the market price of a
company's  stock,  securities  class action  litigation has occurred against the
issuing company. If we were subject to this type of litigation in the future, we
could incur substantial costs and a diversion of our management's  attention and
resources, each of which could have a material adverse effect on our revenue and
earnings.  Any  adverse  determination  in this type of  litigation  could  also
subject us to significant liabilities.

     Anti-takeover  Provisions in our Governing  Documents and Under  Applicable
Law Could Impair the Ability of a Third Party to Take Over our  Company.  We are
subject to various legal and contractual  provisions that may impede a change in
our control,  including our adoption of a stockholders' rights plan, which could
result in the significant dilution of the proportionate  ownership of any person
that  engages  in an  unsolicited  attempt  to  take  over  our  company.  These
provisions,  as well as other provisions in our certificate of incorporation and
bylaws  and  under  the  Delaware  General  Corporations  Law,  may make it more
difficult  for a third party to acquire  our  company,  even if the  acquisition
attempt was at a premium over the market value of our common stock at that time.

     Absence of dividends could reduce our attractiveness to you. Some investors
favor  companies that pay dividends,  particularly  in general  downturns in the
stock  market.  We have not  declared or paid any cash  dividends  on our common
stock. We currently  intend to retain any future earnings for funding growth and
we do not currently  anticipate paying cash dividends on our common stock in the
foreseeable  future.  Because  we may not pay  dividends,  your  return  on this
investment likely depends on your selling our stock at a profit.




                                       18
<PAGE>


ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The financial  statements and  supplementary  data have been included under
Item 13.

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

     None.


                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS

     Incorporated by reference to the Company's definitive Proxy Statement to be
filed with the Securities and Exchange Commission on or before April 30, 2001.

ITEM 10. EXECUTIVE COMPENSATION

     Incorporated by reference to the Company's definitive Proxy Statement to be
filed with the Securities and Exchange Commission on or before April 30, 2001.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Incorporated by reference to the Company's definitive Proxy Statement to be
filed with the Securities and Exchange Commission on or before April 30, 2001.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Incorporated by reference to the Company's definitive Proxy Statement to be
filed with the Securities and Exchange Commission on or before April 30, 2001.

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a)  (1) and (2) The following consolidated financial statements of Biopool
International,  Inc., and  subsidiaries are hereby included by reference to Item
7:
                                                                        Page No.
                                                                        --------
     Report of Independent Auditors                                        23

     Consolidated balance sheets as of December 31, 2000
       and 1999                                                            24

     Consolidated statements of operations for the years ended
       December 31, 2000 and 1999                                          26

     Consolidated statements of stockholders' equity for
       the years ended December 31, 2000 and 1999                          27

     Consolidated statements of cash flows for the years
       ended December 31, 2000 and 1999                                    28

     Notes to consolidated financial statements                            30




                                       19
<PAGE>


          (3)  Listing of Exhibits

          Exhibit No.                                                  Page No.
          -----------                                                  --------

          3.1           Certificate of Incorporation (1)
          3.2           By Laws (1)
          4.1           Shareholder Rights Plan (3)
          10.1          Executive Employment Agreement of
                          Michael D. Bick, Ph.D.  (4)
          10.2          1987 Stock Option Plan (1)
          10.2          1993 Stock Incentive Plan (2)
          10.3          2000 Stock Incentive Plan (5)
          10.4          Lease Agreement - Broomfield, Colorado (6)
          21            Subsidiaries of the Registrant                    40
          23.1          Consent of Independent Auditors                   41
          ----------------------------------------------------------------------
          (1)  Incorporated  by  reference  to  the  Registrant's   Registration
               Statement on Form S-1 (File No. 33-20584).
          (2)  Incorporated  by reference to the  Registrant's  Annual Report on
               Form 10-K for the  fiscal  year  ended  December  31,  1994.
          (3)  Incorporated by reference to Registrant's Form 8-A filed June 26,
               1998.
          (4)  Incorporated  by reference to the  Registrant's  Annual Report on
               Form  10-KSB for the  fiscal  year ended  December  31,  1999.
          (5)  Incorporated  by  reference  to  Registrant's   Definitive  Proxy
               Statement  filed on June 23, 2000.
          (6)  Incorporated by reference to Registrant's  Form 8-K filed January
               25, 2001.


          (b)  Reports on Form 8-K filed during the fourth quarter of 2000:

               8K/A filed  October  24,  2000,  amending  Item 7 of 8-K filed on
          August 11, 2000.




                                       20
<PAGE>


                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                               Biopool International, Inc.


Date: March 30, 2001           BY:  /s/ Timothy J. Dahltorp
                               ----------------------------
                               Timothy J. Dahltorp
                               Chief Operating Officer & Chief Financial Officer

Each person whose signature  appears below  constitutes and appoints  Timothy J.
Dahltorp  as his true and lawful  attorney-in-fact  and agent with full power of
substitution and  resubstitution,  for him and his name, place and stead, in any
and all  capacities to sign this Form 10-KSB and to file any  amendments  hereto
under the  Securities  and Exchange  Act of 1934 and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite and necessary to be done in and about the  foregoing,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorney-in-fact  and agent or their substitutes,  may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.


/s/ Michael D. Bick
-------------------------     Chairman of the Board             March 30, 2001
Michael D. Bick, Ph.D.


/s/ John C. Gerdes
-------------------------     Chief Scientific Officer          March 30, 2001
John C. Gerdes, Ph.D.         and Director


/s/ Douglas L. Ayer
-------------------------     Director                          March 30, 2001
Douglas L. Ayer


/s/ N. Price Paschall
-------------------------     Director                          March 30, 2001
N. Price Paschall


/s/ James H. Chamberlain
-------------------------     Director                          March 30, 2001
James H. Chamberlain


/s/ Stephen K. Schultheis
-------------------------     Director                          March 30, 2001
Stephen K. Schultheis



                                       21
<PAGE>







                          ANNUAL REPORT ON FORM 10-KSB

                              ITEM 13(a)(1) and (2)

              LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT
                                    SCHEDULES

                          YEAR ENDED DECEMBER 31, 2000

                           BIOPOOL INTERNATIONAL, INC.

                              BROOMFIELD, COLORADO








                                       22
<PAGE>


                         REPORT OF INDEPENDENT AUDITORS






Board of Directors and Stockholders
Biopool International, Inc.

     We have audited the  accompanying  consolidated  balance  sheets of Biopool
International,  Inc.,  and  subsidiary as of December 31, 2000 and 1999, and the
related  consolidated  statements of operations,  stockholders'  equity and cash
flows for each of the two years in the period ended  December  31,  2000.  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  auditing  standards  generally
accepted in the 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 referred to above present fairly,
in all  material  respects,  the  consolidated  financial  position  of  Biopool
International,  Inc.,  and  subsidiary  at December  31, 2000 and 1999,  and the
consolidated results of their operations and their cash flows for the years then
ended in conformity with accounting  principles generally accepted in the United
States.






Ernst & Young LLP


Denver, Colorado
March 1, 2001
except for Note 6, as to which the date is
March 29, 2001



                                       23
<PAGE>

<TABLE>

                           BIOPOOL INTERNATIONAL, INC.

                           CONSOLIDATED BALANCE SHEETS

<CAPTION>
                                                                  December 31,
                                                               2000        1999
--------------------------------------------------------------------------------
                                                               (in thousands)
<S>                                                        <C>         <C>
ASSETS

Current assets
  Cash and cash equivalents ............................   $  4,011    $  2,749
  Accounts receivable, net of allowance for doubtful
     accounts of $37,000 and $11,000 in 2000 and 1999,
     respectively ......................................      1,356       1,770
  Inventories ..........................................      2,056       1,941
  Prepaid expenses and other current assets ............        266         198
  Deferred tax benefits ................................       --           109
  Net assets of discontinued operations ................       --         2,256
                                                           --------    --------
Total current assets ...................................      7,689       9,023

Property and equipment
  Leasehold improvements ...............................        646         646
  Processing and lab equipment .........................      2,657       2,493
  Furniture and fixtures ...............................        415         414
                                                           --------    --------
Total property and equipment ...........................      3,718       3,553
  Less accumulated depreciation ........................     (2,745)     (2,427)
                                                           --------    --------
Property and equipment, net ............................        973       1,126

Other assets
  Deferred tax benefits ................................       --           254
  Goodwill, net of amortization of $761,000 and
     $310,000 in 2000 and 1999 respectively ............      9,922         481
  Other assets .........................................        146         149
                                                           --------    --------
TOTAL ASSETS ...........................................   $ 18,730    $ 11,033
                                                           ========    ========

See accompanying notes to consolidated financial statements.
</TABLE>



                                       24
<PAGE>

<TABLE>

                           BIOPOOL INTERNATIONAL, INC.

                           CONSOLIDATED BALANCE SHEETS

                                   (continued)
<CAPTION>

                                                                 December 31,
                                                              2000         1999
--------------------------------------------------------------------------------
                                                (in thousands except share data)
<S>                                                       <C>          <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable ...................................    $    428     $    478
  Accrued expenses ...................................         878          570
  Income taxes payable ...............................        --             29
                                                          --------     --------
Total current liabilities ............................       1,306        1,077

Deferred tax liability ...............................         164          122

Commitments and contingencies

Stockholders' equity:
  Common stock, $.01 par value, 50,000,000 shares
     authorized; 17,163,012 and 8,286,986 shares
     issued and outstanding at December 31, 2000
     and 1999, respectively ..........................         171           83
  Additional paid-in capital .........................      19,280       10,593
  Accumulated deficit ................................      (1,656)        (547)
  Accumulated other comprehensive loss ...............        (535)        (295)
                                                          --------     --------
Total stockholders' equity ...........................      17,260        9,834
                                                          --------     --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ...........    $ 18,730     $ 11,033
                                                          ========     ========

See accompanying notes to consolidated financial statements.
</TABLE>


                                       25

<PAGE>

<TABLE>

                           BIOPOOL INTERNATIONAL, INC.

                        CONSOLIDATED STATEMENTS OF OPERATIONS

<CAPTION>
                                                         Year Ended December 31,
                                                            2000           1999
--------------------------------------------------------------------------------
                                            (in thousands except per share data)
<S>                                                     <C>            <C>
Sales ............................................      $  9,838       $  8,842
Cost of sales ....................................         5,313          4,681
                                                        --------       --------
Gross profit .....................................         4,525          4,161

Operating expenses:
  Selling, general and administrative ............         4,541          3,113
  Research and development .......................           699            322
                                                        --------       --------
Total operating expenses .........................         5,240          3,435
                                                        --------       --------
Other income, net ................................          (247)           (14)
                                                        --------       --------
Income (loss) from continuing operations
  before taxes ...................................          (468)           740
Income tax expense ...............................           563            340
                                                        --------       --------
Income (loss) from continuing operations .........        (1,031)           400

Discontinued operations:
  Income from discontinued operations -
      net of income tax effect ...................          --              118
  Gain (loss) on disposal - net of income tax
      effect .....................................           (78)           196
                                                        --------       --------
Net income (loss) ................................      $ (1,109)      $    714
                                                        ========       ========

Weighted average shares outstanding
  Basic ..........................................        11,842          8,375
  Effect of dilutive shares ......................          --               24
                                                        --------       --------
  Diluted ........................................        11,842          8,399
                                                        ========       ========
Basic and diluted earnings per share
  Continuing operations ..........................      $  (0.09)      $   0.05
  Discontinued operations ........................          0.00           0.04
                                                        --------       --------
  Net income .....................................      $  (0.09)      $   0.09
                                                        ========       ========

See accompanying notes to consolidated financial statements.
</TABLE>


                                       26
<PAGE>

<TABLE>

                                           BIOPOOL INTERNATIONAL, INC.

                                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                        (in thousands except share data)


<CAPTION>
                                                                  Additional                   Accumulated
                                             Common Stock            paid-in    Accumulated  other compre-
                                        Shares         Amount        capital        deficit   hensive loss          Total
-------------------------------------------------------------------------------------------------------------------------

<S>                                  <C>          <C>            <C>            <C>            <C>            <C>
Balance at January 1, 1999 .....     8,540,886    $        85    $    10,803    $    (1,261)   $      (270)   $     9,357
    Net income .................          --             --             --              714           --              714
    Foreign currency translation          --             --             --             --              (25)           (25)
                                                                                                              -----------
       Comprehensive income ....                                                                                      689

    Repurchase of common stock .      (253,900)            (2)          (210)          --             --             (212)
-------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1999 ...     8,286,986             83         10,593           (547)          (295)         9,834

    Net loss ...................          --             --             --           (1,109)          --           (1,109)
    Foreign currency translation          --             --             --             --             (240)          (240)
                                                                                                              -----------
       Comprehensive loss ......                                                                                   (1,349)

    Issuance of warrants related
       to acquisition ..........          --             --              587           --             --              587

    Shares issued for exercise
       of options ..............        46,565           --               59           --             --               59

    Shares issued related to
       acquisition .............     8,829,461             88          8,041           --             --            8,129
-------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2000 ...    17,163,012    $       171    $    19,280    $    (1,656)   $      (535)   $    17,260
=========================================================================================================================

See accompanying notes to consolidated financial statements.
</TABLE>



                                       27
<PAGE>

<TABLE>

                           BIOPOOL INTERNATIONAL, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<CAPTION>
                                                        Year Ended December 31,
                                                              2000         1999
-------------------------------------------------------------------------------
                                                              (in thousands)
Operating activities
<S>                                                        <C>          <C>
  Income (loss) from continuing operations ...........     $(1,031)     $   400
  Adjustments to reconcile income (loss) from
     continuing operations to net cash provided
     by continuing operating activities:
     Depreciation ....................................         433          467
     Amortization ....................................         469           59
     Loss on disposal ................................          32           19
     Deferred tax benefit ............................         396          208
  Changes in operating assets and liabilities:
     Accounts receivable .............................         562         (438)
     Inventories .....................................        (110)          20
     Prepaid expenses and other current assets .......         (57)         122
     Accounts payable and accrued expenses ...........        (498)          95
                                                           -------      -------
  Net cash provided by continuing operating
     activities ......................................         196          952
  Net cash used in discontinued operating
     activities ......................................         (78)      (1,224)
                                                           -------      -------
Net cash (used in) provided by operating
  activities .........................................         118         (272)

Investing activities
  Additions to property and equipment ................        (301)        (253)
  Business acquisition ...............................        (642)        --
  Proceeds from sale of equipment ....................        --             36
                                                           -------      -------
  Net cash (used in) provided by continuing
     investing activities ............................        (943)        (217)

  Net cash provided by discontinued investing
      activities .....................................       2,268        4,452
                                                           -------      -------
Net cash provided by investing activities ............       1,325        4,235
</TABLE>

Table continued next page.



                                       28
<PAGE>

<TABLE>

                           BIOPOOL INTERNATIONAL, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Continued)

<CAPTION>
                                                         Year Ended December 31,
                                                                2000       1999
--------------------------------------------------------------------------------
                                                                (in thousands)
<S>                                                          <C>        <C>
Financing activities
  Repurchase of common stock .............................      --         (212)
  Issuance of common stock ...............................        59       --
                                                             -------    -------
  Net cash (used in) provided by continuing
      financing activities ...............................        59       (212)
                                                             -------    -------
  Net cash used in discontinued financing
      activities .........................................      --       (1,989)
                                                             -------    -------
Net cash (used in) provided by financing activities ......        59     (2,201)

Effect of exchange rates .................................      (240)       (25)
                                                             -------    -------
Net increase in cash .....................................     1,262      1,737

Cash and cash equivalents, beginning of year .............     2,749      1,012
                                                             -------    -------

Cash and cash equivalents, end of year ...................   $ 4,011    $ 2,749
                                                             =======    =======

Supplemental disclosure of cash flow information:
  Cash paid during the year for continuing operations
      Interest ...........................................   $  --      $     1
      Income taxes .......................................        51         86

Supplemental disclosure of non-cash information:
  Fair value of common stock and warrants issued in
    business acquisition .................................   $ 8,716    $  --
  Net liabilities assumed in business acquisition ........       805       --

</TABLE>


                                       29
<PAGE>


                           BIOPOOL INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

     Biopool  International,  Inc.  ("Biopool") d/b/a Xtrana was incorporated in
1987 in the state of Delaware. Biopool and its wholly-owned subsidiary,  Biopool
AB ("Biopool  Sweden"),  a Swedish  corporation,  are  currently  engaged in the
research,  development,  manufacture, and marketing of a full range of test kits
to assess and diagnose disorders of blood coagulation,  thrombotic risk factors,
fibrinolysis,  platelet  function,  and the vascular system.  Effective with the
Company's  merger with  Xtrana,  the Company also  develops and markets  nucleic
acid-based tests for use in drug discovery,  detection of environmental and food
contaminants, forensics and identity testing, human and animal diseases, genetic
predisposition to disease, and other applications.

Principles of consolidation

     The consolidated  financial  statements of the Company include the accounts
of  Biopool  and  its  wholly-owned  subsidiary.  All  significant  intercompany
balances and transactions are eliminated in  consolidation.  The 2000 results of
operations include the results of Xtrana from the merger date of August 10, 2000
through December 31, 2000.

Reclassification

     Certain data in the prior year consolidated  financial statements have been
reclassified  to conform to the 2000  presentation.  The  financial  information
presented  in  the  notes  to the  consolidated  financial  statements  excludes
discontinued operations, except where noted.

Revenues

     Product  revenues  are  recorded on the day  products  are shipped from the
Company's facilities.  Grant revenues are recorded when earned,  pursuant to the
respective grant agreements.

Use of estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  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 the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Cash and cash equivalents

     Cash and cash equivalents  represent highly liquid investments which mature
within three months of date of purchase.

Inventories

     Inventories  are  stated  at the  lower of cost  (first-in,  first-out)  or
market.




                                       30
<PAGE>


Property and equipment

     Property  and  equipment  are  stated at cost.  Depreciation  is  generally
provided on a straight-line  basis over their estimated useful lives which range
from 3 to 10 years.  Leasehold improvements are generally depreciated over their
estimated  useful  lives or over the period of the lease,  whichever is shorter.

Goodwill

     Goodwill  consists  of the  excess  of cost  over net  assets  of  acquired
companies and is being amortized using the straight-line method primarily over a
period of ten years.

Long-lived assets

     The  Company  recognizes  impairment  losses on  long-lived  assets used in
operations when indicators of impairment are present and the  undiscounted  cash
flows  estimated  to be  generated  by those  assets  are less than the  assets'
carrying  amount.  In such  circumstances,  those  assets  are  written  down to
estimated fair value. Long-lived assets consist primarily of computer equipment,
office furniture, equipment and goodwill.

Research and development costs

     Research and development  costs are expensed when incurred and include both
internal research and development costs and payments to third parties.

Income taxes

     The  Company  accounts  for  income  taxes  under  Statement  of  Financial
Accounting Standards No. 109, "Accounting for Income Taxes" (see Footnote 10).

Foreign currency translation

     Biopool Sweden assets and liabilities  are translated into U.S.  dollars at
the  year-end  exchange  rate.  The amounts in the  consolidated  statements  of
operations are translated at the weighted average exchange rate during the year.
Cumulative translation  adjustments are shown separately in stockholders' equity
and, accordingly, do not impact the results of operations.

     Exchange adjustments  resulting from transactions  denominated in a foreign
currency are recognized in net earnings and are generally insignificant.

Concentration of credit risk

     Financial   instruments,   which   potentially   subject   the  Company  to
concentrations of credit risk, consist principally of temporary cash investments
and trade  receivables.  At December 31, 2000,  substantially  all cash and cash
equivalents were on deposit with two financial  institutions.  Concentrations of
credit  risk with  respect to trade  receivables  are  limited  due to the large
number of customers  comprising the Company's customer base and their dispersion
across  many  different   geographic   areas.  Two  customers,   Instrumentation
Laboratory and Dasit,  S.P.A., had accounts receivable balances greater than 10%
of the net balance due at December  31,  2000.  The  aggregate  balance due from
these two customers represented 28% of total accounts receivable at December 31,
2000.  Generally,  the Company does not require  collateral or other security to
support customer receivables.

     The  Company is  dependent  upon third  party  distributors  for a material
portion of our  international  sales. If we lose any material  distributor,  our
business could be materially adversely affected.


                                       31

<PAGE>


Earnings per share

     Basic  earnings  per  share is based  upon the  weighted-average  number of
common  shares  outstanding.  Diluted  earnings  per  share  is  based  upon the
weighted-average  number of common shares and dilutive  potential  common shares
outstanding. Potential common shares are outstanding options under the Company's
stock  option  plans and  outstanding  warrants,  which are  included  under the
treasury stock method.

     Options and  warrants  to  purchase  1,051,663  and  1,245,391  shares with
exercise  prices  greater  than the average  market  prices of common stock were
outstanding  during the years ended  December  31, 2000 and 1999,  respectively.
These  options  and  warrants  were,  therefore,  excluded  from the  respective
computations  of  diluted  earnings  per share  because  their  effect  would be
anti-dilutive.

Fair value of financial instruments

     The carrying value of the Company's cash and cash equivalents, receivables,
payables and accrued  expenses  approximate fair value due to the short maturity
of these instruments.

Accounting for stock based compensation

     Stock option grants are set at the closing  price of the  Company's  common
stock on the the date of grant.  Therefore,  under the principles of APB Opinion
No.  25,  "Accounting  for  Stock  Issued to  Employees,"  the  Company  has not
recognized compensation expense associated with the grant of stock options. SFAS
No. 123, "Accounting for Stock-Based  Compensation,"  requires the use of option
valuation models to provide supplemental  information  regarding options granted
after 1994.  Proforma  results of  operations,  which  would have  resulted as a
result  of  recognizing  the fair  value of such  grants,  are  disclosed  under
Footnote 8.

Recent accounting pronouncements

     In June 1998, the Financial  Accounting Standards Board issued Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and Hedging  Activities,"  ("SFAS  133"),  which was  originally  required to be
adopted in years  beginning  after June 15, 2000.  In June 2000,  the  Financial
Accounting  Standards Board issued Statement of Financial  Accounting  Standards
No.  137,  "Accounting  for  Derivative  Instruments  and Hedging  Activities  -
Deferral of the Effective Date of FASB No. 133" ("SFAS 137"), which deferred for
one year the effective date of SFAS 133. We anticipate that the adoption of SFAS
133 will not have a significant effect on the financial  condition or results of
operations of the Company.

     In December  1999,  the  Securities  and Exchange  Commission  issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements," (SAB
101"),  which was required to be adopted in the fourth calendar quarter of 2000.
SAB 101 sets forth  certain  criteria,  including  the  existence of  persuasive
evidence  of an  arrangement,  which  must  be  met in  order  that  revenue  be
recognized.  The  adoption  of SAB  101 has not  had a  material  impact  on the
Company's results of operations.

     In March  2000,  the  Financial  Accounting  Standards  Board  issued  FASB
Interpretation  No. 44,  "Accounting  for Certain  Transactions  Involving Stock
Compensation  - an  interpretation  of APB Opinion  No. 25" ("FIN  44").  FIN 44
clarifies the application of APB Opinion No. 25 and among other issues clarifies
the  following:  the  definition  of an employee  for  purposes of applying  APB
Opinion No. 25; the  criteria  for  determining  whether a plan  qualifies  as a
noncompensatory plan; the accounting consequence of various modifications to the
terms of previously  fixed stock options or awards;  and the  accounting  for an
exchange  of stock  compensation  awards in a business  combination.  FIN 44 was
effective July 1, 2000. The  application of FIN 44 has not had a material impact
on the Company's financial results.

2.   MERGER WITH XTRANA, INC.

     Effective  August 10,  2000,  Xtrana,  Inc.  was  merged  with and into the
Company pursuant to an Agreement and Plan of  Reorganization  dated May 3, 2000,
between Xtrana and the Company,  as reported on the Company's  Current Report on
Form 8-K filed with the Securities  and Exchange  Commission on August

                                       32

<PAGE>


11, 2000, and amended October 24, 2000. The Company issued  8,829,461  shares of
the Company's common stock in exchange for all the outstanding  capital stock of
Xtrana.  Of the total shares  issued,  936,946 shares are held in excrow and are
contingently  cancelable if certain sales objectives for the Xtrana business are
not  met.  The  contingently  cancelable  consideration  would  be  recorded  as
additional  purchase  price when the  contingency  is resolved.  The  contingent
shares are reflected as outstanding  common stock as the holders of these shares
have full right to vote the shares while in escrow.  Additionally,  as a part of
the merger,  998,366  warrants  with an  estimated  fair value of $587,000  were
issued to warrant holders of Xtrana and certain financial  advisors.  The former
stockholders of Xtrana now hold  approximately  50% of the outstanding  stock of
the Company, on a fully diluted basis.

     The total  estimated fair value of stock and warrants  issued in connection
with the  merger  was  approximately  $8.7  million,  and the  Company  incurred
additional  cash expenses  related to the merger of $0.4  million.  The purchase
price was  allocated to the assets  acquired,  based on their fair market value.
The excess of the purchase  price over the fair value of the $0.8 million in net
liabilities  assumed  (goodwill)  was  approximately  $9.9  million and is being
amortized on a straight-line  basis over 10 years.  The results of operations of
Xtrana  have  been  included  in the  accompanying  consolidated  statements  of
operations from the date of merger.

     The pro forma  unaudited  results of operations for the twelve months ended
December  31,  2000 and 1999,  assuming  the  consummation  of the  merger as of
January 1 of each period, are as follows:

<TABLE>

     Twelve Months Ended December 31                      2000             1999
     -------------------------------                 ---------        ---------
                                            (in thousands except per share data)

     <S>                                             <C>              <C>
     Sales                                           $  10,533        $   9,767

     Net loss from continuing operations             $  (2,189)       $  (1,560)

     Net loss                                        $  (2,267)       $  (1,246)

     Weighted average shares outstanding
         Basic                                          17,163           16,268
         Diluted                                        17,163           16,268

     Basic and diluted earnings per share
         Continuing operations                       $   (0.13)       $   (0.10)
         Discontinued operations                                           0.02
                                                     ---------        ---------
         Net income                                  $   (0.13)       $   (0.08)
                                                     =========        ==========
</TABLE>

     The pro forma  presentation for the period ended December 31, 1999 has been
adjusted from the  presentation  previously  reported in the  Company's  Current
Report on Form 8-K filed with the Securities  and Exchange  Commission on August
11, 2000, and amended October 24, 2000. The adjustment  reflects a change in the
amortization  schedule  for goodwill  from twenty years to ten years.  The total
adjustment was an increase in amortization expense of $545,000.

3.   DISCONTINUED OPERATIONS

     In April  1999,  the  Company  decided to  discontinue  its blood  serology
business,  BCA, a Division of Biopool. The Company decided to sell this business
in order to concentrate on its core businesses that  manufacture  hemostasis and
fibrinolysis  products.  On April 30, 1999, the Company  consummated the sale of
certain business assets of BCA for $4.45 million in cash. These assets consisted
primarily of inventory and accounts receivable. A portion of the proceeds of the
sale was used to pay off a note payable of $1.8 million.  BCA ceased  operations
to the Company's benefit effective May 1, 1999, but continued to convert certain
inventory  items on behalf of the  buyer  through  June 30,  1999.  The  Company
recorded a gain on the disposal of BCA of $265,000, or $196,000 after applicable
income taxes.  In connection with the sale of certain assets of BCA, the Company
paid  brokers  fees of $145,000  to a company  owned by a member of the Board of


                                       33

<PAGE>


Directors  and  such  expense  is  included  in the  net  gain  on  disposal  of
discontinued  operations.  At  December  31,  1999,  net assets of  discontinued
operations  consisted  primarily of the BCA property and plant amounting to $2.1
million.  The property  and plant were sold for $2.1  million  during the second
quarter of 2000.  During 2000,  the final expenses  related to the  discontinued
operations were recognized in the amount of $78,000.

     A  summary  of the  results  of  discontinued  operations  and net  gain on
disposal is as follows:

<TABLE>

     Year ended December 31,  (in thousands)                                1999
     ---------------------------------------------------------------------------
     <S>                                                              <C>
     Revenues                                                         $    2,489
                                                                      ==========

     Income (loss) before taxes                                               15
     Income tax benefit                                                      103
                                                                      ----------

     Income (loss) from discontinued operations                              118
     Net gain on disposal, net of income tax effect                          196
                                                                      ----------

              Net income (loss) from discontinued operations          $      314
                                                                      ==========
</TABLE>

     The income tax benefit  for  discontinued  operations  relates to local tax
credits taken in the years indicated.

4.   INVENTORIES (in thousands)

     Inventories consist of the following:
<TABLE>
<CAPTION>
                                                             December 31,
                                                        2000               1999
                                                  ----------         ----------
     <S>                                          <C>                <C>
     Raw materials                                $      584         $      710
     Work-in-process                                     685                646
     Finished goods                                      966                725
     Reserves                                           (179)              (140)
                                                  ----------         ----------
                                                       2,056         $    1,941
                                                  ==========         ==========
</TABLE>

5.   REVOLVING LINE OF CREDIT

     As of  December  31,  2000,  the  Company  had a line  of  credit  totaling
$2,125,000, of which $2,000,000 was unused and available. Approximately $125,000
of the credit line  represents a standby  letter of credit  issued as a security
deposit in conjunction with the lease of the Broomfield, Colorado facility. This
letter of credit is  secured by  restricted  cash  balances  equal to the amount
outstanding under the letter of credit.

6.   COMMITMENTS AND CONTINGENCIES

Leases

     The Company leases certain  equipment and facilities under  non-cancellable
operating leases. Lease expense for 2000 and 1999 was approximately $358,000 and
$240,000,  respectively.  At December 31, 2000, approximate minimum annual lease
commitments were $438,000 in 2001,  $371,000 in 2002, $319,000 in 2003, $318,000
in 2004, and $323,000 in 2005.

Royalties

     The Company has various  agreements  requiring  royalty payments on certain
products the Company currently commercializes. Royalties range from 3% to 25% of
sales of the related  products.  Royalty expense amounted to $45,000 and $62,000
in 2000 and 1999, respectively.


                                       34

<PAGE>


Litigation

     On March  26,  2001,  we  entered  into a  settlement  agreement  with Agen
Biomedical Ltd. with regard to a patent infringement filed on March 10, 2000, by
Agen.  As a part of the  settlement,  the Company and Agen have  entered  into a
non-exclusive license agreement for the underlying patent and all claims by Agen
and counter  claims  made by us have been  dropped.  We do not believe  that the
settlement will have a material impact on our results of operations.

7.   EQUITY

     On August 10, 2000,  stockholders  approved the merger with Xtrana, Inc. In
connection with the merger, we issued 9,369,461 shares of common stock,  936,946
shares of which are held in escrow  subject to the  achievement of certain sales
objectives for the Xtrana business as described in the Company's  current report
on Form 8-K filed with the  Securities  and  Exchange  Commission  on August 11,
2000, and amended on October 24, 2000.

8.   STOCK OPTION PLANS

     The Company has three stock option  plans (the  "Plans") for the benefit of
employees, officers, directors, and consultants of the Company. Under the Plans,
a total of 5,226,639  shares of the  Company's  common  stock were  reserved for
issuance. Options granted under the Plans are generally exercisable for a period
of ten years from the date of grant at an  exercise  price that is not less than
the  closing  price of the common  stock on the date of grant.  Options  granted
under the Plans generally vest over a one- to five-year  period from the date of
the grant.

     Stock option activity for 1999 and 2000 was as follows:
<TABLE>
<CAPTION>
                                                                       Weighted
                                                                        Average
                                    Shares                             Exercise
                                 Outstanding         Price Range          Price
                                 -----------         -----------          -----
<S>                               <C>              <C>                     <C>
Balance at January 1, 1999        1,710,210        0.6250 - 2.6800         1.54

Granted                             156,634        0.9400 - 0.9400         0.94
Cancelled                          (599,494)       0.7190 - 2.5000         1.49
                                  ---------

Balance at December 31, 1999      1,267,350        0.6250 - 2.6800         1.49
                                  =========

Granted                           1,575,000        0.8750 - 1.7500         1.14
Exercised                           (46,565)       0.9375 - 1.4400         1.13
Cancelled                          (488,854)       0.6250 - 2.5000         1.69
                                  ---------

Balance at December 31, 2000      2,306,931        0.6600 - 2.6800         1.22
                                  =========
</TABLE>

     At December 31, 2000,  2,919,708  shares were  available  for future grants
under the Plans.

     The weighted average remaining  contractual life of outstanding  options at
December 31, 2000, was 8.73 years. At December 31, 2000 and 1999,  respectively,
there were  633,983  and  773,717  options  exercisable  with  weighted  average
exercise prices of $1.35 and $1.53.

     Pro forma  information  regarding  net income (loss) and earnings per share
shown below was  determined  as if the Company had  accounted  for its  employee
stock options under the fair value method of SFAS No. 123. The fair value of the
options was estimated at the date of grant using a Black-Scholes  option pricing
model with the following weighted average assumptions:  risk-free interest rates
of 6.38%  for 2000 and 5% in 1999;  dividend  yields  of 0.0% for 2000 and 1999;
volatility factors of the expected market price of the


                                       35

<PAGE>

Company's  common stock of 73% for 2000 and 66% for 1999;  and expected  life of
the   options  of  one  to  five  years  as   grouped   by   specific   employee
classifications.  These assumptions  resulted in weighted average fair values of
$0.55  and  $0.37  per  share  for  stock  options  granted  in 2000  and  1999,
respectively.

     The  Black-Scholes   option  valuation  model  was  developed  for  use  in
estimating  the fair  value of traded  options.  The  Company's  employee  stock
options  have  characteristics  significantly  different  from  those of  traded
options such as vesting restrictions and extremely limited transferability.

     For  purposes of pro forma  disclosures,  the  estimated  fair value of the
options is amortized  over the option vesting  periods.  The pro forma effect on
net income  through  1999 is not  representative  of the pro forma effect on net
income in future  years  because it does not take into  consideration  pro forma
compensation expense related to grants made prior to 1995. In 2000, however, the
pro forma  results  include  a full  four  years  worth of  option  grants.  The
Company's pro forma information is as follows (in thousands except share data):

<TABLE>
<CAPTION>
                                                        Years ended December 31,
                                                            2000           1999
     ---------------------------------------------------------------------------
     <S>                                                 <C>            <C>
     Pro forma net income (loss) from continuing
       operations                                        $(1,256)       $   272

     Pro forma earnings (loss) per share from
       continuing operations
       Basic                                               (0.11)          0.03
       Diluted                                             (0.11)          0.03
</TABLE>


     As of December 31,  2000,  the Company had  1,058,366  warrants to purchase
common stock outstanding and exercisable for prices ranging from $0.24 to $1.875
with a weighted  average exercise price of $0.71 per share. The weighted average
remaining contractual life of these warrants at December 31, 2000 was 8.4 years.
These warrants have expiration dates ranging from 2003 to 2010.

9.   SEGMENT INFORMATION

     The Company  currently  operates  in two  industries,  in vitro  diagnostic
medical  products  and  nucleic  acid  (DNA/RNA)  testing.  Within  the in vitro
diagnostic medical products industry,  the Company has two reportable  segments;
Biopool International and its wholly-owned operating subsidiary, Biopool Sweden.
These two segments each  manufacture  and sell distinct  products with different
production processes.  Biopool International  manufactures  hemostasis products,
and Biopool Sweden primarily manufactures  fibrinolytic system testing kits. The
nucleic aicd (DNA/RNA) testing segment is operated under the Xtrana name and was
acquired by the Company on August 10, 2000.

     The Company evaluates the segments and allocates resources based on revenue
and estimated  return on investment.  The accounting  policies of the reportable
segments  are  the  same  as  those  described  in the  summary  of  significant
accounting policies.


                                       36

<PAGE>


     The consolidated financial statements include the following information for
the continuing operation of Biopool International, Biopool Sweden, and Xtrana in
thousands of dollars.

<TABLE>
<CAPTION>
                                                               Inter-
                            Biopool                          Company
                            Interna-   Biopool               Elimina-   Consoli-
                             tional     Sweden     Xtrana      tions     idated
-------------------------------------------------------------------------------
<S>                         <C>        <C>        <C>        <C>        <C>
2000
Sales .................     $ 7,670    $ 3,212    $   116    $(1,160)   $ 9,838
Less intercompany .....        (532)      (628)      --       (1,160)      --
                            -------    -------    -------    -------    -------

Sales to unaffiliated
  customers ...........       7,138      2,584        116       --        9,838

Depreciation and
  amortization ........         417         97        388       --          902
Income (loss) from
  continuing operations        (328)       480     (1,188)         5     (1,031)
Total assets ..........       9,173      2,445      9,632     (2,520)    18,730
Long-lived assets .....         614        350          9       --          973
Expenditures for long-
  lived assets ........         168        129          4       --          301
--------------------------------------------------------------------------------

1999
Sales .................     $ 6,979    $ 3,023               $(1,160)   $ 8,842
Less intercompany .....        (461)      (699)                1,160       --
                            -------    -------               -------    -------

Sales to unafilliated
  customers ...........       6,518      2,324                  --        8,842

Depreciation and
  amortization ........         348        178                  --          526
Income from continuing
  operations ..........         177        241                   (18)       400
Total assets ..........       8,772      2,369                  (108)    11,033
Long-lived assets .....         783        343                  --        1,126
Expenditures for long-
  lived assets ........          65        188                  --          253
--------------------------------------------------------------------------------
</TABLE>

     Product sales to affiliates are generally priced at cost plus 30%.


     Information  regarding  the Company's  sales by geographic  locations is as
follows:

<TABLE>
<CAPTION>
                                                   2000                    1999
     --------------------------------------------------------------------------
     <S>                                      <C>                     <C>
     United States                            $   5,685               $   5,127
     Western Europe                               2,616                   2,355
     Latin America                                  544                     513
     Asia/Pacific Region                            275                     428
     Other                                          718                     419
                                              ---------               ---------
          Total                               $   9,838               $   8,842
                                              =========               =========
</TABLE>


                                       37

<PAGE>


10.  INCOME TAXES

     The provision for income taxes is composed of the following (in thousands):

<TABLE>
<CAPTION>
                                                     Years ended December 31,
                                                   2000                    1999
     --------------------------------------------------------------------------
     <S>                                      <C>                     <C>
     Current:
          Federal                             $      (9)              $      11
          State                                      29                      11
          Foreign                                   138                      78
                                              ---------               ---------
                                                    158                     100
     Deferred:
          Federal                                   327                     203
          State                                      36                      23
          Foreign                                    42                      14
                                              ---------               ---------
                                                    405                     240
                                              ---------               ---------
          Net expense (benefit)               $     563               $     340
                                              =========               =========
</TABLE>

     The  reconciliation  of income tax computed at the U.S.  Federal  Statutory
rates to the income tax provision is as follows:

<TABLE>
<CAPTION>
                                                      Years ended December 31,
                                                   2000                    1999
     ---------------------------------------------------------------------------
     <S>                                      <C>                     <C>
     Tax at U.S. statutory rate (34%)         $    (159)              $     252
     State income tax                                33                      31
     Permanent differences                          153                      43
     Foreign tax effect                             (85)                    (19)
     Valuation Allowance                            589                      --
     Other                                           32                      33
                                              ---------               ---------
          Net expense (benefit)               $     563               $     340
                                              =========               =========
</TABLE>

     The  components of the  Company's  deferred tax assets and  liabilities  at
December 31 are as follows:

<TABLE>
<CAPTION>
                                                   2000                    1999
     --------------------------------------------------------------------------
     <S>                                      <C>                     <C>
     Deferred tax assets:
          Net operating loss carryforwards    $     861               $     224
          Other                                     217                     139
                                              ---------               ---------
                                                  1,078                     363
          Valuation reserve                      (1,078)                     --
                                              ---------               ---------
                                                     --                     363
     Deferred tax liabilities:
          Foreign                                  (164)                   (122)
                                              ---------               ---------

     Net deferred tax (liability) asset       $    (164)              $     241
                                              =========               =========
</TABLE>

     The difference  between our effective tax rate for 2000 and the 34% federal
statutory tax rate was primarily due to the effects of state and foreign  income
taxes,  non-deductible goodwill amortization as well as the provision for a full
valuation  allowance on all net operating  loss  carryforwards  available to the
Company.

     At December  31,  2000,  the  Company  had  available  net  operating  loss
carryforwards  of  approximately  $2,533,000  in the United  States.  The United
States  carryforwards  expire in varying amounts through 2010. Under section 382
of the Internal  Revenue Code, the utilization of the federal net operating loss
carryforwards  may be limited based on changes in the percentage of ownership in
the Company.


                                       38

<PAGE>


     Biopool  Sweden  files  separate  income tax returns in Sweden.  The pretax
income of Biopool Sweden was approximately $656,000 and $327,000 at December 31,
2000 and 1999, respectively.

     Undistributed  earnings of the Company's foreign  subsidiaries  amounted to
approximately  $1,547,000 at December 31, 2000. Those earnings are considered to
be indefinitely  reinvested and, accordingly,  no provision for U.S. federal and
state income taxes has been provided thereon.

11.  RETIREMENT PLAN

     The Company has a defined  contribution  plan for its  domestic  operations
under which  employees who have satisfied  minimum age and service  requirements
may defer compensation  pursuant to Section 401(k) of the Internal Revenue Code.
Participants in the plan may contribute between 1% and 12% of their pay, subject
to the limitations placed by the IRS. The Company, at its discretion,  may match
a portion of the amount contributed by the employee.  The Company  contributions
are offset by forfeitures of unvested balances for terminated employees. The net
Company contributions were $34,000 and $33,000 in 2000 and 1999, respectively.

12.  SUBSEQUENT EVENT

     On February 9, 2001,  the Company  announced the  resignation  of its Chief
Executive   officer,   John  H.  Wheeler.   Mr.  Wheeler   resigned  because  of
philosophical  differences with the Board of Directors. The Board has created an
Executive  Committee  consisting of Board members,  Michael D. Bick,  Ph.D., and
James H.  Chamberlain,  and appointed  Timothy J. Dahltorp,  the Chief Financial
Officer of the Company,  as interim Chief Operating  Officer. A search for a new
Chief Executive Officer is underway.

13.  RELATED PARTY TRANSACTIONS

As a part of the Xtrana merger,  Price Paschall,  a Director of the Company, was
issued  225,000  warrants  to purchase  common  stock of the Company at a strike
price of $0.85936 per share on May 3, 2000,  which expire in 2010.  The warrants
were  issued as  consideration  for  financial  advisory  services  rendered  in
connection  with the  merger.  The fair value of the  warrants  in excess of the
exercise price is included as a component of the merger consideration.


                                       39