<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------

                                    FORM 10-Q
                                   (Mark One)

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For The Quarter Ended April 30, 2004, or

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For The Transition Period from _______to_______


                         Commission File Number 1-14503




                           DECTRON INTERNATIONALE INC.
                ------------------------------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                 <C>
------------------------------------------------------------------- ----------------------------------------------------------------
                          Quebec, Canada                                                          N/A
------------------------------------------------------------------- ----------------------------------------------------------------
(State of Incorporation or other Jurisdiction of                                  (I.R.S. Employer Identification No.)
Incorporation or Organization)
------------------------------------------------------------------- ----------------------------------------------------------------
</TABLE>

<TABLE>
<S>                                                                 <C>
------------------------------------------------------------------- ----------------------------------------------------------------
                   4300 Poirier Blvd., Montreal                                                 H4R 2C5
------------------------------------------------------------------- ----------------------------------------------------------------
             (Address of principal executive offices)                                          (Zip Code)
------------------------------------------------------------------- ----------------------------------------------------------------
</TABLE>


Registrant's telephone number, including area code: (514) 334 9609

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 preceding 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 whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ].


                      APPLICABLE ONLY TO CORPORATE ISSUERS

As of June 10, 2004, there were 2,973,750 shares of common stock outstanding.

<PAGE>

DECTRON INTERNATIONALE INC.


<TABLE>
<S>                                                                                                                <C>
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements...................................................................................... 1

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations..................... 1

Item 3.  Quantitative and Qualitative Disclosures About Market Risk................................................ 4

Item 4.  Controls and Procedures................................................................................... 4


PART II - OTHER INFORMATION


Item 1. Legal Proceedings.......................................................................................... 5

Item 2. Changes in Securities and Use of Proceeds.................................................................. 5

Item 3. Defaults Upon Senior Securities............................................................................ 5

Item 4. Submission of Matters to a Vote of Security Holders........................................................ 5

Item 5. Other Information.......................................................................................... 5

Item 6. Exhibits and Reports on Form 8-K........................................................................... 5


SIGNATURES......................................................................................................... 6
</TABLE>


<PAGE>

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS


         Certain statements contained herein including, without limitation,
those concerning (i) the strategy of Dectron Internationale Inc. ("Dectron"),
(ii) Dectron's expansion plans and (iii) Dectron's capital expenditures, contain
forward-looking statements (within the meaning of Section 27A of the Securities
Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") concerning Dectron's
operations, economic performance and financial condition. Because such
statements involve risks and uncertainties, actual results may differ materially
from those expressed or implied by such forward-looking statements. Factors that
could cause such differences include, but are not limited to, those discussed
under the caption "Management's Discussion and Analysis of Financial Condition
and Results of Operations." Dectron undertakes no obligation to publicly release
the result of any revisions to these forward-looking statements that may be made
to reflect any future events or circumstances.


<PAGE>

                          PART I. FINANCIAL INFORMATION



ITEM 1.  FINANCIAL STATEMENTS

See Pages F-1 through F-11.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

CRITICAL ACCOUNTING POLICIES

Our consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States (GAAP). These accounting
principles require us to make certain estimates, judgments and assumptions. We
believe that the estimates, judgments and assumptions upon which we rely are
reasonable based upon information available to us at the time that these
estimates, judgments and assumptions are made. These estimates, judgments and
assumptions can affect the reported amounts of assets and liabilities as of the
date of the financial statements, as well as the reported amounts of revenues
and expenses during the periods presented. To the extent there are material
differences between these estimates, judgments or assumptions and actual
results, our financial statements will be affected. The significant accounting
policies that we believe are the most critical to aid in fully understanding and
evaluating our reported financial results include the following:

o Revenue Recognition
o Deferred Revenue
o Intangible Assets and Goodwill
o Foreign currency translation
o Accounting for Income Taxes

REVENUE RECOGNITION
We recognize revenue for finished products when the goods are shipped and title
passes to the customer, provided that there are no uncertainties regarding
customer acceptance, persuasive evidence of an arrangement exist; the sales
price is fixed or determinable; and collectibility is deemed probable.

DEFERRED REVENUE
We have sold extended warranty contracts covering a period of four to nine years
beyond the one year basic guarantee. The deferred revenue is recognized as
income over the four to nine year period on a straight-line basis commencing one
year from the sale of the contracts.

INTANGIBLE ASSETS AND GOODWILL
We account for intangible assets and goodwill in accordance with Statement of
Financial Accounting Standards (SFAS) 142, "Goodwill and Other Intangible
Assets", which we adopted on February 1, 2002. In accordance with that
statement, goodwill and intangible assets with indefinite lives are no longer
amortized, but rather tested for impairment at least annually. Intangible assets
with estimable useful lives, consisting of patents, trademarks, and rights, are
amortized on a straight-line basis over the estimated useful lives of 5 to 15
years, and are reviewed for impairment in accordance with SFAS 144, "Accounting
for the Impairment of Long-Lived Assets".

Goodwill represents the excess of purchase price over the fair value of
identifiable assets acquired in a purchase business combination. Goodwill and
intangible assets with definite lives are tested annually for impairment in
accordance with the provisions of SFAS 142.

<PAGE>

Impairment of goodwill is tested at the reporting unit level by comparing the
reporting unit's carrying amount, including goodwill, to the fair value of the
reporting unit. The fair values of the reporting units are estimated using a
combination of the income or discounted cash flows approach and the market
approach, which utilizes comparable companies' data. If the carrying amount of
the reporting unit exceeds its fair value, then a second step is performed to
measure the amount of impairment loss, if any. Any impairment loss would be
expensed in the consolidated statements of earnings. The impairment test for
intangibles with indefinite useful lives consists of a comparison of the fair
value of the intangible assets with its carrying amount. When the carrying
amount of the intangible assets exceeds its fair value, an impairment loss would
be recognized for the difference.

Intangible assets with estimable lives and other long-lived assets are reviewed
for impairment when events or changes in circumstances indicate that the
carrying amount of an asset or assets group may not be recoverable in accordance
with SFAS 144. Recoverability of intangible assets with estimable lives and
other long-lived assets is measured by a comparison of the carrying amount of an
assets or asset group to future net undiscounted pretax cash flows expected to
be generated by the assets or asset group. If these comparisons indicated that
an asset is not recoverable, the impairment loss recognized is the amount by
which the carrying amount of the asset or the asset group exceeds the related
estimated fair value.

FOREIGN CURRENCY TRANSLATION
We maintain our books and records in Canadian dollars. Foreign currency
transactions are translated using the temporal method. Under this method, all
monetary items are translated into Canadian funds at the rate of exchange
prevailing at balance sheet date. Non-monetary items are translated at
historical rates. Income and expenses are translated at the rate in effect on
the transaction dates. Transaction gains and losses are included in the
determination of earnings for the year.

The translation of the financial statements from Canadian dollars into United
States dollars is performed for the convenience of the reader. Balance sheet
accounts are translated using closing exchange rates in effect at the balance
sheet date and income and expense accounts are translated using an average
exchange rate prevailing during each reporting period. No representation is made
that the Canadian dollar amounts could have been, or could be, converted into
United States dollars at the rates on the respective dates and or at any other
certain rates. Adjustments resulting from the translation are included in the
accumulated other comprehensive income in stockholder's equity.

INCOME TAXES
As part of the process of preparing our financial statements, we will be
required to estimate our income taxes in each of the jurisdictions in which we
operate. This process will involve estimates of our actual current tax exposure
together with assessing temporary differences resulting from differing treatment
of items, such as depreciation and amortization, for tax and accounting
purposes.

RESULTS OF OPERATIONS

Three month period ended April 30, 2004 compared to Three month period ended
April 30, 2003.

         Revenues for the three month period ended April 30, 2004 were $
10,229,096, a 5.98% increase over prior year revenues of $ 9,651,852. This
increase is due primarily a stronger presence in the Canadian market for
commercial HVAC products and related services.

         Gross profit decreased by $ 232,218 to $ 3,270,439 over the same
period. As a percentage of revenues, gross profit decreased from 36.29% to
31.97%. Gross profit was adversely affected by higher cost in raw material and
the use of aggressive pricing strategies in the commercial HVAC markets.

         Selling expenses decreased by $ 49,183 in the three month period ended
April 30, 2004. As a percentage of revenues, selling and marketing expenses
decreased from 13.1% to 11.89%.

         General and administrative expenses decreased by $ 98,568 to $ 671,704
due to an improvement in cost control in that sector. As a percentage of
revenues, general and administrative decreased from 7.98% to 6.57%.


                                       2
<PAGE>



         Amortization expenses remained stable: $ 314,578 in the three month
period ending April 30, 2004 compared to $ 313,632 in 2003 following the
acquisition of new machinery and equipment during the last fiscal year. As a
percentage of revenues, amortization expenses decreased from 3.25% to 3.08%.

         Financing expenses increased from $ 45,725 to $ 505,088 due mainly to
the effects of foreign exchange variations. As a percentage of revenues,
financing expenses increased from 0.47% to 4.94%.

         Provisions for Income tax as a percentage of taxable income increased
from 31.16% for the three monthsended April 30, 2002 to 31.88% for 2003. Tax
expenses have decreased by $165,724 due to a decrease in taxable revenue.

         Net earnings before discontinued operations was $ 383,230. As a
percentage of sales, net earnings before discontinued operations decrease from
7.90% to 3.75%.

         Losses from discontinued operations net of taxes for the three month
period ending April 30, 2004 was $ 250,577 compared to $ 702,512 in the
corresponding period in 2003.

         As a result of the above factors, net earnings in the three month
period ending April, 30,2004 was $ 112,653 compared to earnings of $59,770 in
the corresponding period in 2003. The increase in earnings is due mainly to the
discontinued operations of Ipac 2000 Inc.

LIQUIDITY AND CAPITAL RESOURCES

We had a positive net change in cash of $ 1,185,319 for the three month period
ended April 30, 2004. The principal sources of cash were from accounts payables
in the amount of $ 1,534,862 and accounts receivables in the amount of $840,683.
The principal use of cash was repayments of bank loans in the amount of
$906,943.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

Our significant contractual obligations as of April 30, 2004 are for debt and
operating leases. Debt by year of maturity and future rental payments under
operating lease agreements are presented below. As of April 30, 2004, we had an
outstanding balance on our line of credit of $ 12,595,276 and does not have any
purchase obligations. We have not engaged in off-balance sheet financing,
commodity contract trading or significant related party transactions.

<TABLE>
<CAPTION>
----------------------------------- -------------------------------------------------------------------------------
CONTRACTUAL OBLIGATIONS             PAYMENTS DUE BY PERIOD
----------------------------------- -------------------------------------------------------------------------------
                                         Total          Less than 1      1-3 years      4-5 years    After 5 years
                                                           year
----------------------------------- ----------------- ---------------- --------------- ------------- --------------
<S>                                        <C>              <C>             <C>           <C>              <C>
Balance of Sale                              142,847           54,661          88,186          -              -
----------------------------------- ----------------- ---------------- --------------- ------------- --------------
Other long term debt                       5,863,072        1,132,903       2,746,262     1,639,654        344,253
----------------------------------- ----------------- ---------------- --------------- ------------- --------------
Total Long term debt                       6,005,919        1,187,564       2,834,448     1,639,654        344,253
----------------------------------- ----------------- ---------------- --------------- ------------- --------------
Operating lease                            3,554,444          705,650       1,409,880     1,438,914           -
----------------------------------- ----------------- ---------------- --------------- ------------- --------------
</TABLE>


Management believes that these commitments will be satisfied with current
operating cash flow.


                                       3
<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk and Risk Management
We are exposed to fluctuations in foreign currency exchange rates and interest
rates. To manage certain of those exposures, we use futures, options and swaps.
The instruments we utilize in our hedging activities are viewed as risk
management tools, involve little complexity and are not used for trading or
speculative purposes. Management believes that we satisfactorily diversify the
counterparts used and monitor the concentration of risk to limit our counterpart
exposure.

Interest Rate Risk
We are exposed to market risk related to fluctuations in interest rates on our
debt. Increase in prevailing interest rates could increase our interest payment
obligations relating to variable rate debt. For example, a 100 basis point
increase in interest rates would increase annual interest expense by $125,000.

ITEM 4.  CONTROLS AND PROCEDURES

We believe it is critical to provide investors and other users of our financial
statements with information that is relevant, objective, understandable and
timely, so that they can make informed decisions. As a result, we have
established and we maintain accounting systems and practices and internal
control processes designed to provide reasonable assurance that transactions are
properly executed and recorded and that our policies and procedures are carried
out appropriately.

Our management team is committed to providing high-quality, relevant and timely
information about our businesses. Management performs reviews of each of our
businesses throughout the year, addressing issues ranging from financial
performance and strategy to personnel and compliance.

Management is responsible for implementing and maintaining adequate systems of
internal and disclosure controls and procedures and for monitoring their
effectiveness.

We evaluated the effectiveness of the design and operation of our "disclosure
controls and procedures" ("Disclosure Controls") pursuant to Rules 13a-14(c) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and our
"internal controls and procedures for financial reporting" (Internal Controls)
as of the end of the period covered by this Quarterly Report on Form 10-Q. This
evaluation was done under the supervision and with the participation of
management.

         o        Disclosure Controls are procedures that are designed with the
                  objective of ensuring that information required to be
                  disclosed in our reports filed under the Exchange Act is
                  recorded, processed, summarized and reported within the time
                  periods specified in the SEC's rules and forms. Disclosure
                  Controls are also designed with the objective of ensuring that
                  such information is accumulated and communicated to our
                  management, including the Chief Executive Officer to allow
                  timely decisions regarding required disclosure.

         o        Internal Controls are procedures which are designed with the
                  objective of providing reasonable assurance that (1) our
                  transactions are properly authorized; (2) our assets are
                  safeguarded against unauthorized or improper use; and (3) our
                  transactions are properly recorded and reported, all to permit
                  the preparation of our financial statements in conformity with
                  generally accepted accounting principles in the United States
                  Of America.

There are inherent limitations to the effectiveness of any system of disclosure
controls and procedures, including the possibility of human error and the
circumvention or overriding of the controls and procedures. Accordingly, even
effective disclosure controls and procedures can only provide reasonable
assurance of achieving their control objectives

Based upon our management's evaluation, our chief executive officer and chief
financial officer have concluded that, as of April 30, 2004, the disclosure and
internal accounting controls provide reasonable assurance that information
required to be disclosed in the reports that we file under the Exchange Act is
recorded, processed, summarized and reported as and when required, including
with specific reference that our assets are safeguarded, transactions are
executed in accordance with management's authorizations and the financial
records are reliable for the purpose of preparing financial statements.


                                       4
<PAGE>

There were no significant changes in our internal and disclosure controls or in
other factors that could significantly affect such internal and disclosure
controls subsequent to the date of their evaluation.

                           PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS
None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS
None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.

ITEM 5.  OTHER INFORMATION
None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

31.1     Certification of the Chief Executive Officer filed herewith pursuant to
         Section 302 of the Sarbanes-Oxley Act of 2002.

31.2     Certification of the Chief Financial Officer filed herewith pursuant to
         Section 302 of the Sarbanes-Oxley Act of 2002.

32.1     Certification of the Chief Executive Officer furnished herewith
         pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2     Certification of the Chief Financial Officer furnished herewith
         pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)      Reports on Form 8-K

On February 27, 2004, we filed a current report on Form 8-K reporting that Liam
Cheung had resigned from our board of directors with immediate effect. Mr.
Cheung resigned for personal reasons not involving a disagreement with us, yet
nonetheless requested that we file a Form 8-K disclosing his resignation.


                                       5
<PAGE>

                                   SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) 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.

                                            DECTRON INTERNATIONALE INC.


June 14, 2004                               By: /s/ Mauro Parissi
                                                ------------------

                                            Mauro Parissi
                                            Chief Financial Officer


                                       6
<PAGE>
















                           DECTRON INTERNATIONALE INC.
                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                 APRIL 30, 2004




<PAGE>










                           DECTRON INTERNATIONALE INC.
                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                 APRIL 30, 2004





                                TABLE OF CONTENTS




Interim Consolidated Balance Sheets                                   2 - 3

Interim Consolidated Statements of Earnings                           4 - 5

Interim Consolidated Statements of Cash Flows                         6 - 8

Interim Consolidated Statements of Stockholders' Equity                   9

Notes to Interim Consolidated Financial Statements                 10  - 11




<PAGE>



DECTRON INTERNATIONALE INC.
INTERIM CONSOLIDATED BALANCE SHEETS
AS AT APRIL 30, 2004 AND JANUARY 31, 2004
(Amounts Expressed in United States Dollars)                            PAGE 2
------------------------------------------------------------------------------



<TABLE>
<CAPTION>
                                                                    APRIL 30, 2004      JANUARY 31, 2004
                                                                   ------------------   ------------------

<S>                                                                 <C>                    <C>
ASSETS

CURRENT

      Cash                                                          $     3,642,665        $     2,457,346
      Accounts receivable                                                10,209,974             11,050,657
      Inventory                                                           9,464,841              9,208,065
      Prepaid expenses and sundry assets                                  1,080,554                685,142
      Loans receivable                                                       17,157                 17,769
      Current assets held by discontinued operations                      1,081,790              1,313,625
                                                                    ---------------        ---------------

                                                                         25,496,978             24,732,604

LOANS RECEIVABLE                                                            631,065                576,816

PROPERTY, PLANT AND EQUIPMENT                                             7,327,849              7,904,410

INTANGIBLES                                                                  88,330                 91,310

GOODWILL                                                                  1,502,668              1,556,319

DEFERRED INCOME TAXES                                                       284,657                375,613

LONG-LIVED ASSETS HELD BY DISCONTINUED OPERATIONS                         3,654,853              3,892,378
                                                                    ---------------        ---------------

                                                                    $    38,986,400        $    39,129,450
                                                                    ===============        ===============
</TABLE>



The accompanying notes are an integral part of these consolidated financial
statements.


<PAGE>




DECTRON INTERNATIONALE INC.
INTERIM CONSOLIDATED BALANCE SHEETS
AS AT APRIL 30, 2004 AND JANUARY 31, 2004
(Amounts Expressed in United States Dollars)                             PAGE 3
-------------------------------------------------------------------------------



<TABLE>
<CAPTION>
                                                                     APRIL 30, 2004           JANUARY 31, 2004
                                                                    ----------------        ------------------

<S>                                                                   <C>                      <C>
LIABILITIES

CURRENT

      Bank loans                                                      $    12,595,276          $     13,502,219
      Accounts payable and accrued expenses                                 6,486,934                 4,952,072
      Income taxes payable                                                    411,244                   359,605
      Current portion of long-term debt                                     1,187,564                 1,226,865
      Deferred revenue                                                          3,616                     3,616
      Current liabilities held by discontinued operations                     384,691                   402,889
                                                                      ---------------          ----------------

                                                                           21,069,325                20,447,266

LONG-TERM DEBT                                                              4,818,355                 5,154,607

DEFERRED REVENUE                                                            1,654,213                 1,707,408
                                                                      ---------------          ----------------

                                                                           27,541,893                27,309,281
                                                                      ---------------          ----------------

STOCKHOLDERS' EQUITY

CAPITAL STOCK                                                               7,128,154                 7,128,154

TREASURY STOCK                                                                (88,780)                  (88,780)

ACCUMULATED OTHER COMPREHENSIVE GAIN                                        1,075,757                 1,564,072

RETAINED EARNINGS                                                           3,329,376                 3,216,723
                                                                      ---------------          ----------------

                                                                           11,444,507                11,820,169
                                                                      ---------------          ----------------

                                                                      $    38,986,400          $     39,129,450
                                                                      ===============          ================
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.

<PAGE>




DECTRON INTERNATIONALE INC.
INTERIM CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE THREE MONTH PERIOD ENDED APRIL 30, 2004 AND 2003
(Amounts Expressed in United States Dollars)                            PAGE 4
------------------------------------------------------------------------------



<TABLE>
<CAPTION>
                                                                              THREE MONTH           THREE MONTH
                                                                            ENDED APRIL 30,       ENDED APRIL 30,
                                                                                 2004                  2003
                                                                           ------------------    ------------------

<S>                                                                       <C>                    <C>
SALES                                                                     $       10,229,096     $        9,651,852

      Cost of sales                                                                6,958,657              6,149,195
                                                                          ------------------     ------------------

GROSS PROFIT                                                                       3,270,439              3,502,657
                                                                          ------------------     ------------------

OPERATING EXPENSES

      Selling                                                                      1,216,521              1,265,704
      General and administrative                                                     671,704                770,272
      Depreciation and amortization                                                  314,578                313,632
      Interest expense                                                               505,088                 45,725
                                                                          ------------------     ------------------

                                                                                   2,707,891              2,395,333
                                                                          ------------------     ------------------


EARNING BEFORE INCOME TAXES AND DISCONTINUED OPERATIONS                              562,548              1,107,324

      Income taxes                                                                   179,318                345,042
                                                                          ------------------     ------------------

EARNINGS BEFORE DISCONTINUED OPERATIONS                                              383,230                762,282

      Loss from discontinued operations, net of tax                                 (270,577)              (702,512)

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

NET EARNINGS                                                              $          112,653     $           59,770
                                                                          ==================     ==================
</TABLE>



The accompanying notes are an integral part of these consolidated financial
statements.

<PAGE>




DECTRON INTERNATIONALE INC.
INTERIM CONSOLIDATED STATEMENTS OF EARNINGS (CONTINUED)
FOR THE THREE MONTH PERIOD ENDED APRIL 30, 2004 AND 2003
(Amounts Expressed in United States Dollars)                          PAGE 5
----------------------------------------------------------------------------



<TABLE>
<CAPTION>
                                                         THREE MONTH           THREE MONTH
                                                       ENDED APRIL 30,       ENDED APRIL 30,
                                                             2004                  2003
                                                       -----------------     -----------------

<S>                                                     <C>                 <C>
NET EARNINGS (LOSS) PER COMMON SHARE,
BASIC AND DILUTED

      Continuing operations                               $        0.13      $    0.26
      Discontinued operations                                                    (0.24)
                                                                  (0.09)
                                                          -------------      ---------
                                                          $        0.04      $    0.02
                                                          =============      =========

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING

     Basic                                                    2,973,750      2,938,129
     Diluted                                                  2,973,750      2,998,129


</TABLE>










The accompanying notes are an integral part of these consolidated financial
statements.



<PAGE>




DECTRON INTERNATIONALE INC.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTH PERIOD ENDED APRIL 30, 2004 AND 2003
(Amounts Expressed in United States Dollars)                           PAGE 6
-----------------------------------------------------------------------------



<TABLE>
<CAPTION>
                                                                         THREE MONTH           THREE MONTH
                                                                       ENDED APRIL 30,       ENDED APRIL 30,
                                                                            2004                  2003
                                                                      ------------------    ------------------
<S>                                                                   <C>                   <C>
OPERATING ACTIVITIES

Net earnings from continuing operations                               $         383,230     $         762,282

Adjustments  to  reconcile  net earnings to net cash used in
operating activities:
     Depreciation and amortization                                              314,578               313,632
     Decrease (increase) in accounts receivable                                 840,683              (734,476)
     Increase in inventory                                                     (256,776)           (1,831,546)

     Increase in prepaid expenses and sundry assets                            (395,412)             (180,804)
     Decrease  in deferred income taxes                                          90,956                76,089
     Increase  in accounts payable and accrued expenses                       1,534,862             1,732,740
     Increase (decrease) in income taxes payable                                 51,639               (44,618)
     Increase (decrease) in deferred revenue                                    (53,195)               56,317
                                                                      ------------------    ------------------

Net cash provided by operating activities                                     2,510,565               149,616
                                                                      ------------------    ------------------
</TABLE>











The accompanying notes are an integral part of these consolidated financial
statements.



<PAGE>




DECTRON INTERNATIONALE INC.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE THREE MONTH PERIOD ENDED APRIL 30, 2004 AND 2003
(Amounts Expressed in United States Dollars)                         PAGE 7
---------------------------------------------------------------------------



<TABLE>
<CAPTION>
                                                                      THREE MONTH          THREE MONTH
                                                                    ENDED APRIL 30,      ENDED APRIL 30,
                                                                         2004                 2003
                                                                   ------------------   ------------------
<S>                                                                     <C>                   <C>
INVESTING ACTIVITIES

       Acquisition of property, plant and equipment                         (2,493)          (1,500,121)
                                                                   ---------------      ---------------

Net cash used in investing activities                                       (2,493)          (1,500,121)
                                                                   ---------------      ---------------

FINANCING ACTIVITIES

       Advances to loans receivable                                        (53,637)                (511)
       Advances from (repayments of) bank loans                           (906,943)             537,801
       Net advances from (repayments of) long-term debt                   (243,753)             654,854
       Issuance of shares                                                       --               87,000
       Advances for share purchase plan receivable                              --             (106,404)
                                                                   ---------------      ---------------

Net cash provided by (used in) financing activities                     (1,204,333)           1,172,740
                                                                   ---------------      ---------------

EFFECT OF FOREIGN CURRENCY EXCHANGE RATE ON CASH AND CASH
EQUIVALENTS                                                               (569,582)              76,132
                                                                   ---------------      ---------------

EFFECT OF DISCONTINUED OPERATIONS                                          451,162              269,414
                                                                   ---------------      ---------------

</TABLE>







The accompanying notes are an integral part of these consolidated financial
statements.


<PAGE>




DECTRON INTERNATIONALE INC.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE THREE MONTH PERIOD ENDED APRIL 30, 2004 AND 2003
(Amounts Expressed in United States Dollars)                            PAGE 8
------------------------------------------------------------------------------



<TABLE>
<CAPTION>
                                                                 THREE MONTH          THREE MONTH
                                                               ENDED APRIL 30,      ENDED APRIL 30,
                                                                    2004                 2003
                                                              ------------------   ------------------

<S>                                                           <C>                  <C>
NET INCREASE IN CASH AND CASH EQUIVALENTS                            1,185,319              167,781

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                         2,457,346              816,009
                                                              ----------------     ----------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                      $      3,642,665     $        983,790
                                                              ================     ================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

      INTEREST PAID                                           $        288,168     $        340,936
                                                              ================     ================

      INCOME TAXES PAID                                       $         94,016     $        115,833
                                                              ================     ================
</TABLE>








The accompanying notes are an integral part of these consolidated financial
statements.



<PAGE>




DECTRON INTERNATIONALE INC.
INTERIM CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTH PERIOD ENDED APRIL 30, 2004
(Amounts Expressed in United States Dollars)                         PAGE 9
---------------------------------------------------------------------------



<TABLE>
<CAPTION>
                                                                     CUMULATIVE           OTHER
                                                                      RETAINED        COMPREHENSIVE        TREASURY
                                NUMBER              AMOUNT            EARNINGS            INCOME             STOCK
                             ----------------   ---------------   -----------------  -----------------  ----------------

<S>                              <C>            <C>               <C>               <C>               <C>
 Balance January 31, 2001          2,795,000      $ 6,718,510       $ 3,730,950       $   (14,735)      $   (88,780)
                                 ===========      ===========       ===========       ===========       ===========

 Share purchase plan
 receivable                               --      $    34,423       $        --       $        --       $        --
 Foreign currency translation             --               --                --          (577,087)               --
 Net earnings for the year                --               --            47,065                --                --
                                 -----------      -----------       -----------       -----------       -----------

 Balance January 31, 2002          2,795,000      $ 6,752,933       $ 3,778,015       $  (591,822)      $   (88,780)
                                 ===========      ===========       ===========       ===========       ===========

 Share purchase plan
 receivable                               --      $  (119,010)      $        --       $        --       $        --
 Issuance of shares                  124,500          502,300                --                --                --
 Foreign currency translation             --               --                --           463,058                --
 Net earnings for the year                --               --         1,136,212                --                --
                                 -----------      -----------       -----------       -----------       -----------

 Balance January 31, 2003          2,919,500      $ 7,136,223       $ 4,914,227       $  (128,764)      $   (88,780)
                                 ===========      ===========       ===========       ===========       ===========

 Share purchase plan
 receivable                               --      $  (170,819)      $        --       $        --       $        --
 Issuance of shares                   54,250          162,750                --                --                --
 Foreign currency translation             --               --                --         1,692,836                --
 Net loss for the year                    --               --        (1,697,504)               --                --
                                 -----------      -----------       -----------       -----------       -----------

 Balance, January 31, 2004         2,973,750      $ 7,128,154       $ 3,216,723       $ 1,564,072       $   (88,780)
                                 ===========      ===========       ===========       ===========       ===========

 Share purchase plan
 receivable                               --      $        --       $        --       $        --       $        --
 Issuance of shares                       --               --                --                --                --
 Foreign currency translation             --               --                --          (488,315)               --
 Net earnings for the
 period                                   --               --           112,653                --                --
                                 -----------      -----------       -----------       -----------       -----------

 Balance, April 30, 2004           2,973,750      $ 7,128,154       $ 3,329,376       $ 1,075,757       $   (88,780)
                                 ===========      ===========       ===========       ===========       ===========
</TABLE>



The accompanying notes are an integral part of these consolidated financial
statements.


<PAGE>





DECTRON INTERNATIONALE INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2004 AND JANUARY 31, 2004
(Amounts Expressed in United States Dollars)                          PAGE 10
-----------------------------------------------------------------------------



1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      a)     BASIS OF CONSOLIDATED FINANCIAL STATEMENTS PRESENTATION

             These consolidated financial statements include the accounts of
             Dectron Internationale Inc., Dectron Inc. Consolidated,Circul-aire
             Group and International Water Makers Inc.

             Dectron Inc. Consolidated is comprised of Dectron Inc. and of its
             wholly-owned subsidiaries, Refplus Inc., Thermoplus Air Inc.,
             Dectron U.S.A. Inc., and IPAC 2000 Inc.

             Circul-aire Group is comprised of Cascade Technologies Inc., and of
             its wholly-owned subsidiaries, Purafil Canada Inc. and Circul-aire
             Inc. and its wholly-owned subsidiary Tranzmetal Inc.

             All inter-company profits, transactions and account balances have
             been eliminated.



     b)      FOREIGN CURRENCY TRANSLATION

             The company maintains its books and records in Canadian dollars.
             The operation of the company's subsidiary in the United States is
             an integrated corporation. As a result, monetary assets and
             liabilities in foreign currency are translated into Canadian
             dollars at exchange rates in effect at the balance sheet date,
             whereas non-monetary assets and liabilities are translated at the
             average exchange rates in effect at transaction dates. Income and
             expenses in foreign currency are translated at the average rate
             effective during the year with the exception of depreciation and
             amortization, which is translated at the historical rate. Gains and
             losses resulting from the translation of foreign currency
             transactions are included in earnings.

             The translation of the financial statements from Canadian dollars
             into United States dollars is performed for the convenience of the
             reader. Balance sheet accounts are translated using closing
             exchange rates in effect at the balance sheet date and income and
             expense accounts are translated using an average exchange rate
             prevailing during each reporting period. No representation is made
             that the Canadian dollar amounts could have been, or could be,
             converted into United States dollars at the rates on the respective
             dates and or at any other certain rates. Adjustments resulting from
             the translation are included in the accumulated other comprehensive
             income in stockholder's equity.




<PAGE>




DECTRON INTERNATIONALE INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2004 AND JANUARY 31, 2004
(Amounts Expressed in United States Dollars)                       PAGE 11
--------------------------------------------------------------------------





      2.  SEGMENTED INFORMATION


<TABLE>
<CAPTION>
                                                                   APRIL 30,             JANUARY 31,
                                                                      2004                  2004
                                                               -------------------    ------------------

<S>                                                             <C>                   <C>
a)   The breakdown of sales by geographic area is
     as follows:

     Canada                                                     $     5,808,208       $    18,073,085
     United States of America                                         3,967,315            19,799,256
     International                                                      453,573             1,782,581
                                                                ---------------       ---------------

                                                                $    10,229,096       $    39,654,922
                                                                ===============       ===============

b)   The breakdown of identifiable assets by
     geographic area are as follows:

     Canada                                                     $    33,750,042       $    33,334,783
     United States                                                    5,236,358             5,794,667
                                                                ---------------       ---------------

                                                                $    38,986,400       $    39,129,450
                                                                ===============       ===============

</TABLE>