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                       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, 1999


                         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.)

6025 NICOLLE STREET, VENTURA, CALIFORNIA                   93003
(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
      Title of each class                       on 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.    /X/

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  20,  2000,  was
$8,026,313.

Number of shares of Common Stock of Biopool International, Inc., $.01 par value,
issued   and    outstanding    as   of    December    31,    1999:    8,286,986.
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                             INDEX TO ANNUAL REPORT

                                 ON FORM 10-KSB


PART I                                                                      PAGE

Item 1. Business...........................................................    3

Item 2. Properties.........................................................   11

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 ...............................   12

Item 7. Financial Statements and Supplementary Data........................   14

Item 8. Changes In and Disagreements With Accountants on
        Accounting and Financial Disclosure ...............................   14



PART III

Item 9. Directors and Executive Officers...................................   14

Item 10. Executive Compensation............................................   16

Item 11. Security Ownership of Certain Beneficial Owners
         and Management ...................................................   17

Item 12. Certain Relationships and Related Transactions....................   18

Item 13. Exhibits, Financial Statement Schedules and Reports
         on Form 8-K ......................................................   18



SIGNATURES.................................................................   19



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                                     PART I

ITEM 1. BUSINESS

         Biopool is  engaged  in the  research,  development,  manufacture,  and
marketing of in vitro (outside the body) diagnostic  products for use in disease
detection  and  prevention.  We sell over 100  products on a worldwide  basis to
hospitals,  clinical  laboratories,   commercial  reference  laboratories,   and
research institutions.

         The Company was  incorporated in Delaware in 1987. Our corporate office
is  located  in  Ventura,   California.   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.

         During  the first  half of 1999,  we  consummated  the sale of  certain
business assets of our former BCA Division. 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.  Biopool no longer conducts  business
in the immunohematology (blood bank) market.

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  three  key  disciplines  of the  total in vitro
diagnostics market:

         o    HEMOSTASIS/FIBRINOLYSIS

         The  market  for these  reagents  and test kits is  approximately  $650
million worldwide. Such products 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.



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         o    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.

         o    TOXICOLOGY

         Toxicology   products   include   drugs-of-abuse   (DOA)   controls  to
effectively  monitor the  analyzer  and  technician  variables  associated  with
identifying abused substances, such as cocaine, marijuana,  amphetamines,  etc.,
in patient  samples.  Biopool's  key strength is  developing  and  manufacturing
customized DOA controls for OEM accounts such as Biosite  Diagnostics,  a leader
in point-of-care (POC) DOA testing.

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:



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         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 was submitted to
the  U.S.  Food  and  Drug  Administration   (FDA)  via  the  510(k)  pre-market
notification process in January 2000.

         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.

         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.

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         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.

MISCELLANEOUS PRODUCTS

         DRUGS-OF-ABUSE  CONTROLS  are a system of  multi-level,  multi-analyte,
liquid-stable  controls used as quality control checks when testing for drugs of
abuse (e.g., barbiturates,  opiates, amphetamines,  etc.) in clinical laboratory
and  forensic  lab  settings.   SURE-Urine(TM)  is  our  unique  synthetic-based
(non-human)  drugs-of-abuse  control, which eliminates the biohazard concerns of
commonly used human-based materials.

PRODUCTS UNDER DEVELOPMENT AND R&D

         We  carry  out  product  development  activities  at  each  of our  two
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  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.

         We  submitted a 510(k)  pre-market  notification  to the FDA in January
2000 for 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.

         We  developed  a new  product,  tPA/PAI  Complex  in  1998,  which  was
introduced  to the  research  market  in the  U.S.  and  Europe  in 1999  and is
undergoing  clinical trials. Two studies have been completed thus far. One study
published in the January 2000 issue of Stroke concludes that tPA/PAI-1  Complex,
a novel fibrinolytic marker, is independently associated with the development of
a first-ever  stroke.  The second study, which has been accepted for publication
in the journal Atherosclerosis,  Thrombosis and Vascular Biology, indicates that
tPA-PAI  Complex is potentially a very  significant  marker for  determining the
risk of a second heart attack.  Additional studies will be conducted before this
product is submitted to the FDA for market clearance.

         During 1999 and 1998, we spent $322,000 and $315,000, respectively, for
research and development. We expect to spend slightly more in 2000.



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         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 hemostasis  product lines and
logical  extensions  thereof.  In connection with these efforts,  we utilize the
expertise of two clinical advisors,  Dr. Denis O. Rodgerson and Dr. Bjorn Wiman.
Dr.  Rodgerson is a Professor  Emeritus at the  University  of  California,  Los
Angeles,  and was most recently Professor and Vice Chairman of the Department of
Pathology & Laboratory  Medicine and Head of Clinical Chemistry at the School of
Medicine.  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.  Dr. Wiman
co-authored   the  article  on  tPA/PAI  Complex  that  has  been  accepted  for
publication in the journal Atherosclerosis, Thrombosis and Vascular Biology.

MANUFACTURING AND QUALITY CONTROL

         We currently manufacture our 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.

         Many of our technical employees hold advanced degrees or certifications
in medical  technology.  Three 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 ("ROW").

         Within the U.S.,  we market and sell our products  directly and through
regional and  national  distributors.  Our sales force  consists of four outside
sales  representatives,  a corporate  accounts manager,  and a strategic support
specialist.  Our sales personnel are highly experienced in the technical aspects
of the product  line and  include  some  individuals  with  advanced  degrees in
medical  technology.  Our sales and  marketing  activities  are  supported  by a
director of  marketing,  an  applications  specialist,  and a technical  support
specialist.

         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 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.

         We  manufacture  products  for  private  label and  Original  Equipment
Manufacturer  businesses in the hemostasis and  drugs-of-abuse  testing markets.
Our private label and OEM customers accounted for approximately 56% of our sales
in 1999, and include sales to Biosite Diagnostics, Dade Behring, Instrumentation
Laboratory, Organon Teknika (a division of Akzo Nobel), Ortho Diagnostic Systems


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(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).

         Sales  to two  customers,  Instrumentation  Laboratory  (including  the
former  Ortho  Diagnostic  Systems,  a division of Johnson & Johnson)  and Sigma
Chemical Company, slightly exceeded 10% of total 1999 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.

         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 filed (or
have been assigned)  applications for United States and foreign patents covering
several general product areas.

         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  trademark  "MiniQuant."  The marks
Biopool(R), Bioclot(R),  TintElize(R),  Minutex(R), and Auto-Dimer(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

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apply  to the  testing,  marketing  (including  export),  and  manufacturing  of
products to be used for the  diagnosis 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. 60 of our products have received  marketing  approval  utilizing
this 510(k) process.  31 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.

RISK FACTORS

         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.

         WE ARE ENGAGED IN A COMPETITIVE  INDUSTRY.  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 any 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  competition  to  continue  and  intensify  in  the  future.
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.

         Our industry has also seen  substantial  consolidation in recent years.
We believe that the success  that others have had in our  industry  will attract
new competitors.  Some of our current and future  competitors may join forces to
better compete against us. We may be not be able to compete  effectively against
current or future  competitors,  and  competitive  pressures may have an adverse
effect on our business, financial condition and results of operations.

         WE RELY ON  INTERNATIONAL  SALES.  International  sales  accounted  for
approximately  42%  and 44% of our  revenues  in 1999  and  1998,  respectively.
International  sales  can  be  subject  to  certain  inherent  risks,  including
unexpected  changes in  regulatory  requirements  and tariffs,  difficulties  in
staffing and managing  foreign  operations,  longer payment cycles,  problems in
collecting accounts  receivable,  and potentially  adverse tax consequences.  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,  although the impact of foreign exchange conversions were
not

                                        9

<PAGE>



significant  during 1999.  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.

         WE DEPEND ON KEY  MANAGEMENT.  Our success will continue to depend to a
significant  extent on the members of our  management  team.  We do not maintain
insurance  on the  lives of  anyone  at the  Company.  As is the  case  with any
company, we may not be able to retain the services of our executive officers and
key  personnel or attract  additional  qualified  members to  management  in the
future.  The loss of services of any key employee could have a material  adverse
effect upon our business.

         OUR STOCK PRICE HAS BEEN  VOLATILE.  Our common  stock is quoted on the
OTC Bulletin  Board(R),  and there can be  volatility in the market price of our
common stock.  The trading price of the common stock has been,  and is likely to
continue to be, subject to significant fluctuations in response to variations in
quarterly operating results, the gain or loss of significant contracts,  changes
in management,  announcements of technological innovations or new products by us
or our  competitors,  legislative or regulatory  changes,  general trends in the
industry,  recommendations by securities industry analysts,  and other events or
factors. In addition,  the stock market has experienced extreme price and volume
fluctuations  which have affected the market price of our common stock,  as well
as the  stock  of many  technology  companies.  Often,  price  fluctuations  are
unrelated to operating  performance  of the  specific  companies  whose stock is
affected.

         WE ARE  SUBJECT TO  EXTENSIVE  GOVERNMENT  REGULATION.  We operate in a
highly  regulated  industry.  Our business is subject to  extensive  regulation,
supervision and licensing by federal, state and local governmental  authorities.
Also,  from time to time we must  expend  significant  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 certain  disciplinary
actions or  administrative  enforcement  actions.  Such actions  could result in
penalties, including fines.

         WE HAVE RISKS RELATED TO PRODUCT DEFECTS. 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:

         o    injuries to persons;
         o    loss of sales;
         o    delays in or elimination of market acceptance;
         o    damage to our brand or reputation;
         o    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.

         PROTECTION  OF OUR  TRADEMARKS  AND PROPRIETY  RIGHTS IS UNCERTAIN.  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.



                                       10

<PAGE>



         YEAR 2000 ISSUES. We have experienced no significant adverse effects as
a result of the Year 2000 issue.

EMPLOYEES

         At the end of 1999, we had 65 regular (full- and part-time)  employees,
46 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 7 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. Our
corporate  offices are also located in our Ventura  facility.  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  increments  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 $137,000 pursuant to the terms of a five-year lease expiring in
2004.

ITEM 3. LEGAL PROCEEDINGS

         On March  10,  2000,  we were  served  with a  complaint  filed in U.S.
District Court by Agen Biomedical Ltd.  claiming that Biopool  infringed an Agen
patent.  We have  prepared and filed an answer.  We believe the  complaint to be
without merit and that it will have no material impact to our financial position
or 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

         On June 3, 1998,  our Board of  Directors  declared  a dividend  of one
common stock  purchase  right for each of our issued and  outstanding  shares of
common stock.  The purchase  rights are subject to the terms and  conditions of,
the Right Agreement dated June 12, 1998,  filed with the Securities and Exchange
Commission  on  June  26,  1998,  on  Form  8-A.  The  purchase  rights  are not
represented by separate certificates,  but, instead, initially will be evidenced
by the certificates representing our outstanding common stock.

         Pursuant to our stock  repurchase  program  announced  June 5, 1998, we
repurchased  a total of 253,900 and 146,100  shares of common  stock on the open
market during 1999 and 1998,  respectively,  at average purchase prices of $0.83
and $0.81 per share, respectively.



                                       11

<PAGE>



         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>
                                      1999                      1998
                               HIGH          LOW         HIGH          LOW
                             -------      -------      -------      -------
         <S>                 <C>          <C>          <C>          <C>
         First quarter       $ 1.375      $ 0.594      $ 2.375      $ 1.625

         Second quarter        1.000        0.563        2.938        1.125

         Third quarter         0.906        0.750        1.375        0.688

         Fourth quarter        1.000        0.719        1.125        0.500
</TABLE>

(a)      On March 20,  2000,  the closing  trade price of our common  stock,  as
         reported by the OTCBB, was $1.0625.

(b)      As of March 20, 2000, we had 221 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  2,400  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 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.

1999 VERSUS 1998

         SALES

         Sales were $8.8 million for the year ended December 31, 1999,  compared
with $7.9 million for the year ended 1998.  This represents an increase of sales
equal to $1 million or 12%.  This  increase  was the direct  result of a renewed
emphasis to market our core hemostasis  products.  The bulk of this increase was
primarily  realized  in our  domestic  markets.  We  anticipate  that  continued
investment  in sales and marketing  efforts,  domestic and  international,  will
provide continuing revenue gains in 2000 and beyond.

         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 1999.  Sales to two  customers,  Instrumentation  Laboratory
(including the former Ortho Diagnostic Systems, a division of Johnson & Johnson)
and Sigma Chemical Company, slightly exceeded 10% of total 1999 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,  and direct sales
through  Company-employed sales representatives.  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.

                                       12

<PAGE>



         COSTS AND EXPENSES

         Cost of sales  increased by $465,000,  or 11%, to $4.7 million in 1999,
primarily as the result of increased  sales.  As a percentage of sales,  cost of
goods sold fell 1% to 53% in 1999  compared  with 54% in 1998.  This  percentage
decrease is due primarily to the fixed nature of certain overhead costs relative
to growing sales.

         Selling,  general and administrative expenses increased by $362,000, or
13%, to $3.1 million in 1999. This increase was primarily due to increased sales
and marketing efforts to improve domestic sales of our hemostasis  products.  We
expect to continue our emphasis to invest in our sales and marketing efforts.

         Research and development  expenses were  relatively  unchanged from the
previous year. We expect to increase research and development activities in 2000
to improve our product lines, develop new diagnostic reagents in hemostasis, and
evaluate  newer  technologies  that may be  applicable  to  current  and  future
diagnostic test kits.

         Restructuring  costs in 1998  relate  to the  closure  of our  Canadian
operations.

         INCOME TAXES

         Our  effective  tax rate for 1999 was 46%. The  difference  between our
effective tax rate for 1999 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  taxable  dividend  treatment  of the  transfer  of
certain assets from our former Canadian operations.  Our 1998 income tax benefit
primarily  represents state franchise and foreign government income tax expense,
which was offset by the estimated  future  benefit of deferred  taxes  generated
during 1998,  and a decrease in deferred  taxes  payable,  which  resulted  from
changes in the Company's estimates as to certain tax liabilities.

         FINANCIAL CONDITION

         Our  already  strong  liquidity  and  capital  resources  were  further
enhanced by the sale of certain BCA assets.  Effective  April 30, 1999,  we sold
our BCA product lines and certain  working  capital assets for  $4,452,000.  The
proceeds  of the sale were used to pay off a note  payable of $1.8  million  and
various closing costs of approximately $1.1 million. The balance,  approximately
$1.6 million, was invested in a short-term certificate of deposit. Net assets of
discontinued  operations  consist  primarily  of  the  BCA  property  and  plant
amounting to $2.1 million. The property and plant are currently in escrow, which
is expected to close by April 30, 2000. Working capital as of December 31, 1999,
was $7.9 million,  with a current ratio of 8.4 to 1.0. Our current  availability
of cash, unused lines of credit,  working capital, cash flow from operations and
the anticipated  sale of the remaining BCA assets are adequate to meet our needs
for at least the next twelve months. We continue to seek potential  acquisitions
and  sources  of  capital  to finance  such  acquisitions,  although  we have no
commitments for either at this time.

         Pursuant to our stock  repurchase  program  announced  June 5, 1998, we
repurchased  a total of 253,900 and 146,100  shares of common  stock on the open
market during 1999 and 1998,  respectively,  at average purchase prices of $0.83
and $0.81 per share, respectively.

         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.




                                       13

<PAGE>



YEAR 2000 READINESS

         Our Year 2000 Readiness Plan was implemented  prior to year end, and we
have  experienced  no  failures  or problems to date with our own or third party
systems.  We are  unable  to assess  potential  future  problems,  but we do not
anticipate any at this time.

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,  Year 2000
Issues,  as well as other  factors  discussed  in our  previous  Report  on Form
10-KSB.

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

         The following table sets forth certain information with respect to each
director, nominee and other officers of the Company as of April 20, 2000.


<TABLE>
<CAPTION>
                                                                     DIRECTOR/
                                                                      OFFICER
       NAME                AGE             POSITION                    SINCE
----------------------    -----    --------------------------     -------------
<S>                        <C>     <C>                                  <C>
Michael D. Bick, Ph.D.     55      President, Chief Executive
                                     Officer, Director                  1991
Douglas L. Ayer            62      Director                             1993
N. Price Paschall          51      Director                             1997
James H. Chamberlain       52      Director                             1998

OTHER OFFICERS:
Robert K. Foote            55      Chief Financial Officer,
                                     Corporate Secretary                1996
Clayton H. Duke            58      Vice President Marketing
                                     and Business Development           1998
</TABLE>

         All officers are appointed by and serve at the  discretion of the Board
of  Directors.  There are no  family  relationships  between  any  directors  or
officers of the Company.

                                       14

<PAGE>



         Michael D. Bick,  Ph.D. was elected Chief  Executive  Officer in August
1991, Chairman of the Board in July 1993 and President in January 1996. In 1988,
Dr. Bick founded the Company's former  subsidiary,  MeDiTech,  and was President
and Chief  Executive  Officer  thereof  until it was  acquired by the Company in
January  1992.  Prior  to  that  date,  he was  co-founder  and  president  of a
privately-held  medical device firm for ten years.  Dr. Bick received a Ph.D. in
molecular  biology from the  University  of Southern  California in 1971 and was
affiliated  with the Harvard  Medical  School and  Children's  Hospital  Medical
Center in Boston  carrying out research in human genetics from 1971 to 1974. Dr.
Bick was a staff member of the Roche Institute of Molecular Biology from 1974 to
1978.  Dr. Bick  currently  serves on the Board of  Counselors  of the School of
Pharmacy,  University of Southern  California.  Dr. Bick is also on the Board of
Directors of  Biotech.com,  a  privately-held  company that  supplies  goods and
services to the biotech/biopharma industry.

         Douglas  L.  Ayer  is  currently  President  and  Managing  Partner  of
International Capital Partners of Stamford, CT. Mr. Ayer was previously Chairman
and Chief  Executive  Officer of Cametrics,  a manufacturer  of precision  metal
components, and has held executive positions at Paine Webber and McKinsey & Co.,
Inc. Mr. Ayer also serves as a director of Mission  Critical  Software,  Inc., a
developer of enterprise-scale  Windows NT systems  administration and management
software products.

         N.  Price  Paschall  is the  founder  and  Managing  Partner of Context
Capital Group (formerly HealthCare Capital Advisors) since 1993. Context Capital
Group  provides  merger  and  acquisition  advice  to middle  market  companies,
focusing on the medical service  industry.  Prior to Context Capital Group,  Mr.
Paschall was a Vice  Chairman and founder of Shea,  Paschall and  Powell-Hambros
Bank (SPP Hambros & Co.), a firm specializing in mergers and  acquisitions.  Mr.
Paschall holds a degree in business  administration from California  Polytechnic
University  in  Pomona.  Since  1994,  Mr.  Paschall  has served on the Board of
Directors  and  provided  certain  corporate   financial  services  to  Advanced
Materials Group, a manufacturer and fabricator of specialty foams,  foils, films
and pressure-sensitive adhesive components.

         James H. Chamberlain is the founder of Biosource International, Inc., a
California-based, Nasdaq- listed company dedicated to the research, development,
manufacturing,  and  marketing  of  biomedical  products to the  diagnostic  and
research  markets.  Mr.  Chamberlain  is a director of Biosource  and  currently
serves  as its  Chairman,  President,  and  Chief  Executive  Officer.  Prior to
Biosource,  Mr.  Chamberlain was the Manager of Business  Development for Amgen,
Inc. Mr.  Chamberlain  received a B.S. degree in biology and chemistry from West
Virginia University in 1969 and completed an MBA Executive Program at Pepperdine
University in 1981.

         Robert K. Foote,  CPA, joined the Company as Chief Financial Officer on
November 1, 1996.  He was  appointed  Corporate  Secretary  on January 14, 1997.
Prior to joining the Company,  he was the CFO and Corporate Secretary of H&H Oil
Tool Co., Inc., traded on the NASDAQ National Market System.  Mr. Foote received
a B.S.  degree in  accounting  and business  administration  from Brigham  Young
University in 1974.

         Clayton H. Duke  joined the  Company as Vice  President  Marketing  and
Business  Development  on August 1, 1998.  Prior to joining the Company,  he was
Vice President of Braun Medical.  He has also held executive positions at Cymed,
Abbott Laboratories,  and E.R. Squibb & Sons. Mr. Duke received a B.S. degree in
microbiology and business  administration from California State University,  San
Francisco.

         During the fiscal year ended  December 31, 1999, the Board of Directors
met 7 times.  Each  director  attended  in excess of 75% of all  meetings of the
Board of Directors  held during the year.  The Board of  Directors  has an Audit
Committee  that met once during 1999.  This  committee  oversees the work of the
Company's  auditors with respect to financial and  accounting  matters.  Messrs.
Ayer, Paschall, and Chamberlain are members of the Audit Committee. The Board of
Directors also has a Compensation Committee,  which met once during fiscal 1999.
The function of the Compensation Committee is to review and make recommendations
with respect to  compensation of executive  officers and key employees.  Messrs.
Ayer, Paschall, and Chamberlain were members of the Compensation Committee.



                                       15

<PAGE>



ITEM 10. EXECUTIVE COMPENSATION

         The following tables set forth certain  information as to the Company's
Chief Executive Officer, Vice President Marketing and Business Development,  and
Chief  Financial  Officer.  No  other  executive  officer  of  the  Company  had
compensation in excess of $100,000 during the period:

<TABLE>

SUMMARY COMPENSATION TABLE
<CAPTION>

   NAME AND PRINCIPAL
       POSITION                           ANNUAL COMPENSATION
--------------------------    ----------------------------------------
                               YEAR       SALARY      BONUS   OTHER(1)  OPTIONS
                              -------   ---------   -------  ---------  -------
<S>                           <C>       <C>         <C>      <C>        <C>
Michael D. Bick, Ph.D.        1999      $ 160,000            $ 12,000
  Chief Executive Officer     1998        160,000              10,800    32,465
                              1997        135,700   $25,000    10,000    35,000

Clayton H. Duke
  Vice President Marketing    1999        125,000               7,950
  and Business Development    1998(2)      45,700               2,100   200,000

Robert K. Foote               1999        100,000               7,200
  Chief Financial Officer     1998        100,000               7,200
                              1997         85,000    15,000     5,300
</TABLE>

OPTION GRANTS IN LAST FISCAL YEAR

No options were granted to executive officers in fiscal 1999.

<TABLE>

AGGREGATED  OPTION  EXERCISES  IN LAST  FISCAL YEAR AND FISCAL  YEAR-END  OPTION
VALUES
<CAPTION>
                                                                    VALUE OF
                                                 NUMBER OF        UNEXERCISED
                        SHARES                  UNEXERCISED       IN-THE-MONEY
                     ACQUIRED ON    VALUE     OPTIONS AT YEAR-    OPTIONS AT
      NAME             EXERCISE    REALIZED          END           YEAR-END(3)
----------------     -----------   --------   ----------------  ----------------
                                                EXERCISABLE/       EXERCISABLE/
                                               UNEXERCISABLE     UNEXERCISABLE
                                              ----------------  ----------------
<S>                                           <C>                   <C>
Michael D. Bick,                               83,699 / 42,766      $ 0 / 0
  Ph.D.
Clayton H. Duke                                50,000 / 160,000       0 / 0
Robert K. Foote                               123,330 / 76,670        0 / 0

------------------------
</TABLE>

(1)      Represents  payment  of  a  car  allowance  and  contributions  to  the
         Company's 401(k) profit sharing plan.
(2)      Mr. Duke's hire date was August 1, 1998.
(3)      Determined  as the  difference  between  the  closing  trade  price  on
         December 31, 1999  ($0.75/share) and the aggregate price of the options
         covering such shares.


                                       16

<PAGE>



COMPENSATION OF DIRECTORS

         Non-employee  directors receive $6,000 per calendar year, plus $500 for
each Board of Directors  meeting  attended.  The Company pays all  out-of-pocket
fees  of  attendance.   In  addition,   non-employee  directors  receive  15,000
non-qualified  stock  options to purchase the  Company's  Common Stock under the
1993 Incentive Stock Option Plan per year. In addition,  Price Paschall earned a
broker's fee of $145,000 in 1999 for services  rendered in  connection  with the
sale of the BCA Division.

EMPLOYMENT CONTRACTS AND CHANGE IN CONTROL AGREEMENTS

         In July 1999, we entered into an Executive  Employment  Agreement  with
our Chairman,  President and Chief Executive Officer, Michael D. Bick, Ph.D. The
agreement does not become  effective  until the earlier to occur of (i) the date
upon which a new Chief Executive Officer  satisfactory to the Board of Directors
of the Company  commences  employment  with the  Company,  or (ii) the date of a
change of control of the Company. When the agreement becomes effective, Dr. Bick
will no longer serve as our  President  and Chief  Executive  Officer,  but will
continue to be our Chairman for a term of three years.  The  agreement  provides
for compensation to Dr. Bick of $150,000 during each year of the term, inclusive
of a car  allowance  and dues to a club.  Under the  agreement,  Dr. Bick is not
required to provide more than 50 hours of services per month,  and may terminate
the agreement and receive all  consideration due to him thereunder if there is a
change in control of the Company that results in a material  modification to Dr.
Bick's duties under the agreement.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table  sets  forth  as  of  March  31,  2000,   certain
information  regarding the  ownership of the Company's  Common Stock by (i) each
person  known by the Company to be the  beneficial  owner of more than 5% of the
outstanding shares of Common Stock, (ii) each of the Company's directors,  (iii)
each  named  executive  and (iv) all of the  Company's  executive  officers  and
directors as a group.  Unless  otherwise  indicated,  the address of each person
shown is c/o the  Company,  6025  Nicolle  Street,  Ventura,  California  93003.
References to options to purchase Common Stock are either currently  exercisable
or will be exercisable within 60 days of March 31, 2000.

<TABLE>
<CAPTION>

                                       NUMBER OF SHARES
                                      BENEFICIALLY OWNED        PERCENT OF CLASS
                                      ------------------        ----------------
<S>                                     <C>                          <C>
Michael D. Bick, Ph.D.                  1,079,366(1)                 13.0
Biotech International, Ltd.               744,200(2)                  9.0
Douglas L. Ayer                           197,329(3)                  2.4
Robert K. Foote                           161,996(4)                  2.0
N. Price Paschall                          93,749(5)                  1.1
Clayton H. Duke                            50,000(6)                    *
James H. Chamberlain                       32,749(7)                    *

All executive officers and directors
     as a group (6 persons)             1,615,189(8)                 19.5

------------------------
*        Less than 1%
</TABLE>

(1)      Includes 56,366 shares of Common Stock subject to options.
(2)      Biotech  International  Limited,  P.O. Box 391,  Acacia Ridge Qld 4110,
         Australia.
(3)      Includes 197,329 shares of Common Stock subject to options held by ICP,
         Inc., of which Mr. Ayer is a stockholder.
(4)      Includes 136,996 shares of Common Stock subject to options.
(5)      Includes   10,000  shares  of  Common  Stock  subject  to  a  currently
         exercisable  warrant  and  43,749  shares of Common  Stock  subject  to
         options.

                                       17

<PAGE>



(6)      Represents 10,000 shares of Common Stock subject to warrants and 40,000
         shares of Common Stock subject to options.
(7)      Includes  4,000 shares of Common Stock held in the  Chamberlain  Family
         Trust, for which Mr. Chamberlain  serves as trustee,  and 28,749 shares
         of Common Stock subject to options.
(8)      Includes  503,139  shares of Common Stock subject to options and 60,000
         shares of Common Stock subject to currently exercisable warrants.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         There were no related party transactions during 1999.

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                           21

                  Consolidated balance sheets as of
                    December 31, 1999 and 1998                             22

                  Consolidated statements of income for the
                    years ended December 31, 1999 and 1998                 24

                  Consolidated statements of stockholders'
                    equity for the years ended December 31,
                    1999 and 1998                                          25

                  Consolidated statements of cash flows for
                    the years ended December 31, 1999 and 1998             26

                  Notes to consolidated financial statements               28

                  (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.                                 36
         10.2     1987 Stock Option Plan (1)
         10.2     1993 Stock Incentive Plan (2)
         21       Subsidiaries of the Registrant                           43
         -----------------------------------------------------------------------
         (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.


         (b)      Reports on Form 8-K filed during the fourth quarter of 1999:

                  None.

                                       18

<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 29, 2000                          BY: /s/ Michael D. Bick
                                                 --------------------------
                                                 Michael D. Bick, Ph.D.
                                                 Chief Executive Officer



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 and                   March 29, 2000
Michael D. Bick, Ph.D.             Chief Executive Officer


/s/ Robert K. Foote
----------------------------       Chief Financial Officer        March 29, 2000
Robert K. Foote


/s/ Douglas L. Ayer
----------------------------       Director                       March 29, 2000
Douglas L. Ayer


/s/ N. Price Paschall
----------------------------       Director                       March 29, 2000
N. Price Paschall


/s/ James H. Chamberlain
----------------------------       Director                       March 29, 2000
James H. Chamberlain




                                       19

<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, 1999

                           BIOPOOL INTERNATIONAL, INC.

                               VENTURA, CALIFORNIA







                                       20

<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.,  as of  December  31,  1999  and  1998,  and  the  related
consolidated statements of income,  stockholders' equity and cash flows for each
of the two  years  in the  period  ended  December  31,  1999.  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., at December 31, 1999 and 1998, and the consolidated results
of its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States.





                                                      Ernst & Young LLP


Woodland Hills, California
March 16, 2000

                                       21

<PAGE>

<TABLE>

                           BIOPOOL INTERNATIONAL, INC.

                           CONSOLIDATED BALANCE SHEETS


<CAPTION>

                                                                December 31,
                                                            1999           1998
--------------------------------------------------------------------------------
                                                               (in thousands)

<S>                                                     <C>            <C>
ASSETS

CURRENT ASSETS
     Cash and cash equivalents ...................      $  2,749       $  1,012
     Accounts receivable, net of
        allowance for doubtful accounts
        of $11,000 and $41,000 in 1999
        and 1998, respectively ...................         1,770          1,332
     Inventories .................................         1,941          1,961
     Prepaid expenses and other current
        assets ...................................           198            320
     Deferred tax benefits .......................           109             46
     Net assets of discontinued
        operations ...............................         2,256          3,383
                                                        --------       --------
TOTAL CURRENT ASSETS .............................         9,023          8,054

PROPERTY AND EQUIPMENT
     Leasehold improvements ......................           646            851
     Processing and lab equipment ................         2,493          1,934
     Furniture and fixtures ......................           414            652
                                                        --------       --------
TOTAL PROPERTY AND EQUIPMENT .....................         3,553          3,437
     Less accumulated depreciation ...............        (2,427)        (2,235)
                                                        --------       --------
PROPERTY AND EQUIPMENT, NET ......................         1,126          1,202

OTHER ASSETS
     Deferred tax benefits .......................           254            511
     Intangible assets, net ......................           630            680
                                                        --------       --------
TOTAL ASSETS .....................................      $ 11,033       $ 10,447
                                                        ========       ========


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


                                       22

<PAGE>


<TABLE>
                           BIOPOOL INTERNATIONAL, INC.

                           CONSOLIDATED BALANCE SHEETS

                                   (continued)

<CAPTION>
                                                               December 31,
                                                           1999            1998
--------------------------------------------------------------------------------
                                                (in thousands except share data)

<S>                                                    <C>             <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable ..........................       $    478        $    355
     Accrued expenses ..........................            570             627
     Income taxes payable ......................             29            --
                                                       --------        --------
TOTAL CURRENT LIABILITIES ......................          1,077             982


DEFERRED TAX LIABILITY .........................            122             108


COMMITMENTS AND CONTINGENCIES


STOCKHOLDERS' EQUITY:
     Common stock, $.01 par value,
        50,000,000 shares authorized;
        8,286,986 and 8,540,886 shares
        issued and outstanding at
        December 31, 1999 and 1998,
        respectively ...........................             83              85
     Additional paid-in capital ................         10,593          10,803
     Accumulated deficit .......................           (547)         (1,261)
     Accumulated other comprehensive
        loss ...................................           (295)           (270)
                                                       --------        --------
TOTAL STOCKHOLDERS' EQUITY .....................          9,834           9,357
                                                       --------        --------
TOTAL LIABILITIES AND STOCKHOLDERS'
     EQUITY ....................................       $ 11,033        $ 10,447
                                                       ========        ========


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

                                       23

<PAGE>

<TABLE>

                           BIOPOOL INTERNATIONAL, INC.

                        CONSOLIDATED STATEMENTS OF INCOME


<CAPTION>
                                                        Year Ended December 31,
                                                             1999          1998
--------------------------------------------------------------------------------
                                                (in thousands except share data)

<S>                                                       <C>           <C>
SALES .............................................       $ 8,842       $ 7,870
Cost of sales .....................................         4,681         4,216
                                                          -------       -------
GROSS PROFIT ......................................         4,161         3,654

Operating expenses:
     Selling, general and administrative ..........         3,113         2,751
     Research and development .....................           322           315
     Restructuring costs ..........................          --             144
                                                          -------       -------
TOTAL OPERATING EXPENSES ..........................         3,435         3,210
                                                          -------       -------
Other (income) expenses, net ......................           (14)            9
                                                          -------       -------

INCOME FROM CONTINUING OPERATIONS
     BEFORE TAXES .................................           740           435
Income tax expense (benefit) ......................           340            (1)
                                                          -------       -------
INCOME FROM CONTINUING OPERATIONS .................           400           436

DISCONTINUED OPERATIONS:
     Income (loss) from discontinued
         operations - net of income tax
         effect ...................................           118           (22)
     Gain on disposal - net of income
         tax effect ...............................           196          --
                                                          -------       -------
NET INCOME ........................................       $   714       $   414
                                                          =======       =======



WEIGHTED AVERAGE SHARES OUTSTANDING
     Basic ........................................         8,375         8,650
     Effect of dilutive shares ....................            24           113
                                                          -------       -------
     Diluted ......................................         8,399         8,763
                                                          =======       =======

BASIC AND DILUTED EARNINGS PER SHARE
     Continuing operations ........................       $  0.05       $  0.05
     Discontinued operations ......................          0.04          --
                                                          -------       -------
     Net income ...................................       $  0.09       $  0.05
                                                          =======       =======


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



                                       24

<PAGE>

<TABLE>

                                            BIOPOOL INTERNATIONAL, INC.

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

<CAPTION>

                                                                                          Accumulated
                                                               Additional                  other com-
                                           Common Stock           paid-in   Accumulated    prehensive
                                       Shares        Amount       capital       deficit  income (loss)        Total
-------------------------------------------------------------------------------------------------------------------

<S>                                 <C>          <C>           <C>           <C>           <C>           <C>
BALANCE AT JANUARY 1, 1998 .....    8,648,828    $       86    $   10,855    $   (1,675)   $     (221)   $    9,045

    Net income .................         --            --            --             414          --             414
    Foreign currency translation         --            --            --            --             (49)          (49)
                                                                                                         ----------
       Comprehensive income ....                                                                                365

    Issuance of common stock ...       38,158          --              64          --            --              64
    Repurchase of common stock .     (146,100)           (1)         (116)         --            --            (117)
-------------------------------------------------------------------------------------------------------------------

BALANCE AT DECEMBER 31, 1998 ...    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
===================================================================================================================

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



                                                        25

<PAGE>

<TABLE>

                           BIOPOOL INTERNATIONAL, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<CAPTION>
                                                         Year Ended December 31,
                                                            1999           1998
--------------------------------------------------------------------------------
                                                               (in thousands)

<S>                                                      <C>            <C>
OPERATING ACTIVITIES
     Income from continuing operations ...........       $   400        $   436
     Adjustments to reconcile income
        from continuing operations to
        net cash provided by continuing
        operating activities:
        Depreciation .............................           467            366
        Amortization .............................            59             49
        Loss on disposal .........................            19             29
        Deferred tax benefit .....................           208             66
     Changes in operating assets and
        liabilities:
        Accounts receivable ......................          (438)           (73)
        Inventories ..............................            20            (65)
        Prepaid expenses and other
           current assets ........................           122           (101)
        Accounts payable and accrued
           expenses ..............................            95           (203)
                                                         -------        -------
     Net cash provided by continuing
           operating activities ..................           952            504

     Net cash (used in) provided by
           discontinued operating
           activities ............................        (1,224)           325
                                                         -------        -------
NET CASH (USED IN) PROVIDED BY OPERATING
           ACTIVITIES ............................          (272)           829

INVESTING ACTIVITIES
     Proceeds from sale of discontinued
           operations ............................         4,452           --
     Additions to property and equipment .........          (253)          (239)
     Proceeds from sale of equipment .............            36              6
                                                         -------        -------
     Net cash provided by (used in)
           continuing investing
           activities ............................         4,235           (233)

     Net cash used in discontinued
           investing activities ..................          --              (20)
                                                         -------        -------

NET CASH PROVIDED BY (USED IN) INVESTING
     ACTIVITIES ..................................         4,235           (253)


Table continued next page.
</TABLE>
                                       26

<PAGE>

<TABLE>

                           BIOPOOL INTERNATIONAL, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (CONTINUED)

<CAPTION>
                                                         Year Ended December 31,
                                                            1999           1998
--------------------------------------------------------------------------------
                                                              (in thousands)

<S>                                                      <C>            <C>
FINANCING ACTIVITIES
     Repayment of long-term debt .................          --              (47)
     Repurchase of common stock ..................          (212)          (117)
     Issuance of common stock ....................          --               64
                                                         -------        -------
     Net cash used in continuing
         financing activities ....................          (212)          (100)

     Net cash used in discontinued
         financing activities ....................        (1,989)          (801)
                                                         -------        -------

NET CASH USED IN FINANCING ACTIVITIES ............        (2,201)          (901)

Effect of exchange rates .........................           (25)           (49)
                                                         -------        -------

NET INCREASE (DECREASE) IN CASH ..................         1,737           (374)

CASH AND CASH EQUIVALENTS, BEGINNING
     OF YEAR .....................................         1,012          1,386
                                                         -------        -------
CASH AND CASH EQUIVALENTS, END OF YEAR ...........       $ 2,749        $ 1,012
                                                         =======        =======



SUPPLEMENTAL  DISCLOSURE OF CASH FLOW INFORMATION
     CASH PAID DURING THE YEAR FOR CONTINUING
     OPERATIONS:
        Interest .................................       $     1        $     1
        Income taxes .............................            86            104

</TABLE>

                                       27

<PAGE>



                           BIOPOOL INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

         Biopool International, Inc. ("Biopool") 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,  production,  and sale of test  kits used to  assess  and  diagnose
disorders of the vascular system.

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.

RECLASSIFICATION

         Certain data in the prior year consolidated  financial  statements have
been  reclassified  to  conform  to  the  1999  presentation.   The  prior  year
consolidated   financial  statements  have  been  restated  to  reflect  ongoing
operations and, accordingly, financial information presented in the notes to the
consolidated financial statements excludes discontinued operations, except where
noted.

REVENUES

         Revenues  are  recorded  on the  day  products  are  shipped  from  the
Company's facilities.

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 and which
mature within three months of date of purchase.

INVENTORIES

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

PROPERTY AND EQUIPMENT

         Property and  equipment are stated at cost.  Depreciation  is generally
provided on a straight-line  basis over their estimated useful lives.  Leasehold
improvements are generally depreciated over their estimated useful lives or over
the period of the lease,  whichever is shorter. All other assets are depreciated
over three to ten years.


                                       28

<PAGE>



INTANGIBLES

         Intangible  assets  primarily  consist  of the  excess of cost over net
assets of acquired  companies  and is being  amortized  using the  straight-line
method over a period of twenty years.  Accumulated amortization of the Company's
intangible  assets at December 31, 1999 and 1998 totaled  $535,000 and $476,000,
respectively.

         The Company  periodically  reviews its long-lived and intangible assets
to determine recoverability of these assets.

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 9).

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
income 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 the foreign currency  transactions
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, 1999,  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 Sigma Chemical, had accounts receivable slightly greater than 10%
of the net balance due at December  31,  1999.  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.

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  1,245,391  and 984,365  shares with
exercise  prices  greater  than the average  market  prices of common stock were
outstanding  during the years ended  December  31, 1999 and 1998,  respectively.
These options and warrants were excluded  from the  respective  computations  of
diluted earnings per share because their effect would be anti-dilutive.



                                       29

<PAGE>



ACCOUNTING FOR STOCK BASED COMPENSATION

         Stock  option  grants  are set at the  closing  price of the  Company's
common  stock on the day  prior  to the  date of  grant.  Therefore,  under  the
principles  of APB Opinion No. 25, the Company does not  recognize  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 7.

2.       DISCONTINUED OPERATIONS

         In April 1999, the Company  decided to  discontinue  its blood serology
business, BCA, Division of Biopool International ("BCA"). 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. 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 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 are  currently in escrow,  which is expected to
close by April 30, 2000.

<TABLE>

         A summary of the  results of  discontinued  operations  and net gain on
disposal is as follows (in thousands):
<CAPTION>
                                                        YEARS ENDED DECEMBER 31,
                                                           1999            1998
                                                       --------        --------

         <S>                                           <C>             <C>
         Revenues                                      $  2,489        $  7,114
                                                       ========        ========
         Income (loss) before taxes                          15             (27)
         Income tax benefit                                 103               5
                                                       --------        --------
         Income (loss) from discontinued
            operations                                      118             (22)
         Net gain on disposal, net of income
            tax effect                                      196              --
                                                       --------        --------
            Net income (loss) from discontinued
               operations                              $    314        $    (22)
                                                       ========        ========
</TABLE>

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

         A  portion  of the  proceeds  of the sale  were  used to pay off a note
payable of $1.8 million.

3.       INVENTORIES (in thousands)
<TABLE>

         Inventories consist of the following:
<CAPTION>
                                                               DECEMBER 31,
                                                           1999            1998
                                                       --------        --------
         <S>                                           <C>             <C>
         Raw materials                                 $    710        $    580
         Work-in-process                                    646             678
         Finished goods                                     585             703
                                                       --------        --------

                                                       $  1,941        $  1,961
                                                       ========        ========
</TABLE>



                                       30

<PAGE>


4.       REVOLVING LINE OF CREDIT

         As of December  31,  1999,  the  Company had a line of credit  totaling
$500,000, which was unused and available.

5.       COMMITMENTS AND CONTINGENCIES

LEASES

         The   Company   leases   certain   equipment   and   facilities   under
non-cancellable   operating  leases.   Lease  expense  for  1999  and  1998  was
approximately  $240,000  and  $236,000,  respectively.  At  December  31,  1999,
approximate  minimum  annual lease  commitments  were $247,000 in 2000 and 2001,
$238,000 in 2002, $137,000 in 2003 and 2004, and none thereafter.

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 $62,000 and
$93,000 in 1999 and 1998, respectively.

LITIGATION

         On March 10,  2000,  the Company  was served with a complaint  filed in
U.S.  District Court by Agen Biomedical Ltd.  claiming that Biopool infringed an
Agen patent. The Company prepared and filed an answer.  Management  believes the
complaint  to be without  merit and that it will have no material  impact to the
Company's financial position or results of operations.

6.       EQUITY

SHAREHOLDER RIGHTS PLAN

         On June 3, 1998,  the Company  declared a dividend of one common  stock
purchase right for each of the Company's issued and outstanding shares of common
stock.  The purchase rights are subject to the terms and conditions of the Right
Agreement dated June 12, 1998, filed with the Securities and Exchange Commission
on June 26,  1998,  on Form 8-A.  The  purchase  rights are not  represented  by
separate  certificates,  but,  instead,  initially  will  be  evidenced  by  the
certificates representing outstanding common stock.

REPURCHASE OF COMMON STOCK

         Pursuant to the Company's stock  repurchase  program  announced June 5,
1998,  the Company  repurchased a total of 253,900 and 146,100  shares of common
stock on the open market during 1999 and 1998, respectively, at average purchase
prices of $0.83 and $0.81 per share, respectively.

7.       STOCK OPTION PLANS

         The Company has two stock option plans (the "Plans") for the benefit of
employees, officers, directors, and consultants of the Company. Under the Plans,
a total of 2,282,549  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 last trade value of the common stock on the day preceding the date of grant.
Options granted under the Plans  generally vest over a one- to four-year  period
from the date of the grant.



                                       31

<PAGE>


<TABLE>

         Stock option activity for 1998 and 1999 was as follows:

<CAPTION>
                                     SHARES                     WEIGHTED AVERAGE
                                  OUTSTANDING     PRICE RANGE    EXERCISE PRICE
                                  -----------    ------------   ----------------

<S>                                <C>           <C>                  <C>
BALANCE AT JANUARY 1, 1998         1,410,821     $0.94 - 3.13         1.78

Granted                              621,693      0.63 - 2.25         1.22
Exercised                            (29,611)     0.94 - 1.44         1.27
Cancelled                           (294,652)     0.94 - 3.13         2.04
                                  ----------
BALANCE AT DECEMBER 31, 1998       1,708,251      0.63 - 2.68         1.54

Granted                              156,634      0.94 - 0.94         0.94
Exercised                                 --               --           --
Cancelled                           (599,494)     0.72 - 2.50         1.49
                                  ----------
BALANCE AT DECEMBER 31, 1999       1,265,391      0.63 - 2.68         1.49
                                  ==========
</TABLE>

         At December 31, 1999,  672,000  shares were available for future grants
under the Plans.

         The weighted average remaining  contractual life of outstanding options
at  December  31,  1999,  was  7.2  years.   At  December  31,  1999  and  1998,
respectively,  there were 773,717 and 833,718 options  exercisable with weighted
average exercise prices of $1.53 and $1.50.

         Pro forma information regarding net income 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 that  statement.  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 5% for  1999  and  5.5% in 1998;  dividend  yields  of 0% for 1999 and  1998;
volatility factors of the expected market price of the Company's common stock of
66% for 1999 and 61% for 1998;  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 $0.37 and $0.27 per share for stock
options granted in 1999 and 1998, 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  1998 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 1999, 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,
                                                         1999              1998
                                                      -------           -------
         <S>                                          <C>               <C>
         Pro forma net income                         $   586           $   270

         Pro forma earnings per share
           Basic                                         0.07              0.03
           Diluted                                       0.07              0.03
</TABLE>

         As of December 31, 1999,  the Company had 110,000  warrants to purchase
common stock  outstanding and exercisable for prices ranging from $1.30 to $3.00
with a weighted average exercise price of $1.95 per share.

                                       32

<PAGE>



8.       SEGMENT INFORMATION

         The Company  currently  operates in one industry,  in vitro  diagnostic
medical  products.  However,  the Company has two reportable  segments;  Biopool
International and its wholly-owned  operating  subsidiary,  Biopool Sweden.  The
reportable  segments are each managed  separately  because they  manufacture and
sell   distinct   products  with   different   production   processes.   Biopool
International manufactures hemostasis and drugs-of-abuse products, while Biopool
Sweden primarily manufactures fibrinolytic system testing kits.

         The Company evaluates the segments and allocates resources based on net
income or loss. The accounting  policies of the reportable segments are the same
as those described in the summary of significant accounting policies.

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

<TABLE>
<CAPTION>
                                                       Eliminations
                                  Biopool      Biopool          and     Consoli-
                            International       Sweden    Corporate       dated
--------------------------------------------------------------------------------

<S>                              <C>          <C>          <C>          <C>
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

Interest revenue ............          64         --                          64
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
--------------------------------------------------------------------------------
1998
Sales .......................       6,273        2,822       (1,225)       7,870
Less intercompany ...........        (685)        (540)       1,225         --
                                 --------     --------     --------     --------
Sales to unaffiliated
    customers ...............       5,588        2,282         --          7,870

Depreciation and
    amortization ............         315          100                       415
Income from continuing
    operations ..............         169          281          (14)         436
Total assets ................       8,381        2,066                    10,447
Long-lived assets ...........         849          353                     1,202
Expenditures for long-
    lived assets ............         127          112                       239
--------------------------------------------------------------------------------
</TABLE>

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

<TABLE>

         Information regarding the Company's sales by geographic locations is as
follows:
<CAPTION>
                                                    1999                   1998
                                               ---------              ---------

         <S>                                   <C>                    <C>
         United States                         $   5,127              $   4,385
         Western Europe                            2,355                  2,479
         Latin America                               513                    371
         Asia/Pacific Region                         428                    341
         Other                                       419                    294
                                               ---------              ---------
              Total                            $   8,842              $   7,870
                                               =========              =========
</TABLE>



                                       33

<PAGE>

9.       INCOME TAXES

<TABLE>
         The  provision  for  income  taxes is  composed  of the  following  (in
thousands):
<CAPTION>
                                                       YEARS ENDED DECEMBER 31,
                                                    1999                   1998
                                               ---------              ---------
         <S>                                   <C>                    <C>
         Current:
               Federal                         $      11              $     (21)
               State                                  11                     10
               Foreign                                78                     83
                                               ---------              ---------
                                                     100                     72
          Deferred                                   240                    (73)
                                               ---------              ---------
               Net expense (benefit)           $     340              $      (1)
                                               =========              =========
</TABLE>

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

<CAPTION>
                                                       YEARS ENDED DECEMBER 31,
                                                    1999                   1998
                                               ---------              ---------
         <S>                                   <C>                    <C>
         Tax at U.S. statutory rate (34%)      $     252              $     148
         State income tax                             31                      7
         Permanent differences                        43                    (44)
         Foreign tax effect                          (19)                    (6)
         Other                                        33                   (106)
                                               ---------              ---------
              Net expense (benefit)            $     340              $      (1)
                                               =========              =========
</TABLE>

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

<CAPTION>
                                                    1999                   1998
                                               ---------              ---------
         <S>                                   <C>                    <C>
         Deferred tax assets:
              Net operating loss carry-
                 forwards                      $     224              $     474
              Valuation reserve                       51                      9
              Other                                   88                     74
                                                ---------             ---------
                                                     363                    557
         Deferred tax liabilities:
              Foreign                               (122)                  (108)
                                                ---------             ---------
         Deferred taxes, net benefit           $     241              $     449
                                               =========              =========
</TABLE>

         Our  effective  tax rate for 1999 was 46%. The  difference  between our
effective tax rate for 1999 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  taxable  dividend  treatment  of the  transfer  of
certain  assets  from our  former  Canadian  operations,  the effect of which is
included in "Other"  above.  Our 1998 income tax  benefit  primarily  represents
state franchise and foreign  government income tax expense,  which was offset by
the estimated  future  benefit of deferred  taxes  generated  during 1998, and a
decrease in deferred taxes payable, which resulted from changes in the Company's
estimates as to certain tax liabilities.

         Biopool Sweden files separate income tax returns in Sweden. At December
31,  1999,  the  Company had  available  net  operating  loss  carryforwards  of
approximately  $657,000 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.

         The  pretax  income  of  the   Company's   foreign   subsidiaries   was
approximately $327,000 and $268,000 at December 31, 1999 and 1998, respectively.


                                       34

<PAGE>



         Undistributed  earnings of the Company's foreign subsidiaries  amounted
to approximately $927,000 at December 31, 1999. Those earnings are considered to
be indefinitely  reinvested and, accordingly,  no provision for U.S. federal and
state income taxes has been provided thereon.

10.      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 $33,000 and $11,000 in 1999 and 1998, respectively.

11.      RESTRUCTURING CHARGES

         In  December  1997,  the Company  announced  the  restructuring  of its
operations by closing its facilities in Canada and  consolidating the operations
of  its  subsidiary,  Biopool  Canada,  with  its  operations  conducted  at the
Company's facilities in Ventura,  California.  During 1998, the Company incurred
$144,000  relating  to  transition  costs and made  cash  payments  of  $340,000
($106,000  for  termination  benefits)  and  disposal of $113,000 in assets.  At
December 31, 1998, the remaining  restructuring  liability of $33,000 related to
lease termination costs.  During 1999, the Company made cash payments of $33,000
and no further  amounts  were  incurred  in  connection  with the closure of its
facilities in Canada.

                                       35