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

                          FORM 10-KSB

          [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

               For the year ended March 31, 2002

                    Commission file number:
                           333-55284

                         CRYOCON, INC.
                    -----------------------
(Exact name of small business issuer as specified in its charter)

           Colorado                        84-1026503
       -----------------              -------------------
State or other jurisdiction of          I.R.S. Employer
incorporation or organization          Identification No.

                     2773 Industrial Drive
                       Odgen, Utah 84401
      ---------------------------------------------------
            (Address of principal executive office)

                         (801) 395-2796
                         --------------
        (Issuer's telephone number including area code)

                    (All Correspondence to:)

                      Brenda Lee Hamilton
                 Hamilton, Lehrer & Dargan P.A.
                  2 East Camino Real Suite 202
                    Boca Raton Florida 33432

  Securities registered pursuant to Section 12(g) of the Act:
Title of each class                 Name of each exchange on which registered
  Common Stock                           Over-the-Counter Bulletin Board

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.
          X  Yes       ___No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) 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-K or any amendment to this Form 10-K.     ___


The issuer's revenues for its most recent fiscal year were $57,926.

The aggregate market value of the voting and non-voting equity held by non-
affiliates computed by reference to the price at which common equity was sold,
or the average bid and asked price of such common equity (i.e., does not
include directors, executive officers or ten percent stockholders identified
in Item 11 hereof) of the issuer as of March 31, 2002 was approximately
$1,255,756.

As of March 31, 2002, there were 21,140,680 shares of our common stock issued
and outstanding.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Not Applicable

            (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Transitional Small Business Disclosure Format (check one)
Yes __      No _X_
                                1
<PAGE>
                TABLE OF CONTENTS TO ANNUAL REPORT
                          ON FORM 10-KSB
                    YEAR ENDED MARCH 31, 2002

                              PART I

Item 1.   Description of Business. . . . . . . . . . . . . . . . . . .
Item 2.   Description of Property. . . . . . . . . . . . . . . . . . .
Item 3.   Legal Proceedings. . . . . . . . . . . . . . . . . . . . . .
Item 4.   Submission of Matters to a Vote of Security Holders. . . . . .

                             PART II

Item 5.   Market for Common Equity and Related Stockholder Matters . . . . .
Item 6.   Management's Discussion and Analysis or Plan of Operation. . . . . .
.. .
Item 7.   Financial Statements . . . . . . . . . . . . . . . . . . . .
Item 8.   Changes in an Disagreements With Accountants on Accounting and
          Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . .

                             PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons;
          Compliance With Section 16(a) of the Exchange Act. . . . . . . . . .
Item 10.  Executive Compensation . . . . . . . . . . . . . . . . . . .
Item 11.  Security Ownership of Certain Beneficial Owners and Management
Item 12.  Certain Relationships and Related Transactions . . . . . . .
Item 13.  Exhibits and Reports on Form 8-K . . . . . . . . . . . . . .

           (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
                                2
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                              PART I

Forward-Looking Statements:
This annual report on Form 10-KSB contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934.  Cryocon, Inc. is referred to in this
report as "we", "us" or "our."  The words or phrases "would be," "will allow,"
"intends to," "will likely result," "are expected to," "will continue," "is
anticipated," "estimate," "project," or similar expressions are intended to
identify "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995.  Actual results could differ
materially from those projected in the forward-looking statements as a result
of a number of risks and uncertainties, including the risk factors set forth
in our "Management's Discussion and Analysis of Financial Condition and
Results of Operations".  Statements made in this report are as of the date of
the filing of this Form 10-KSB with the Securities and Exchange Commission and
should not be relied upon as of any subsequent date.  Unless otherwise
required by applicable law, we do not undertake, and we specifically disclaim
any obligation, to update any forward-looking statements to reflect
occurrences, developments, unanticipated events or circumstances after the
date of such statements.

Item 1. Description of Business
A. Organizational Background and History
We are a development stage company with limited operations and revenues. We
provide cryogenic processing of metals and other materials to improve their
properties.  We were incorporated in the State of Colorado on April 28, 1986
under the name Champion Computer Rentals, Inc. On November 2, 1988, the
Securities and Exchange Commission declared effective an S-18 Registration
Statement, at which time we became a Securities and Exchange Commission
Reporting Company.   On December 6, 1988, we began trading on the Over-the-
Counter Bulletin Board.  On September 21, 1994 we changed our name to ISO
Block Products, USA, Inc.

On August 16, 2000, we acquired 100% of the outstanding common stock of
Cryocon, Inc., a Corporation organized under the laws of the State of Utah on
October 20, 1999, in exchange for 44,000,000 (11,000,000 shares of our common
stock, post-split, as of September 21, 2000) newly issued shares of our common
stock. As a result of this transaction, Cryocon, Inc. became our wholly owned
subsidiary.  On September 21, 2000, we changed our name to Cryocon, Inc. and
our shareholders and Board of Director's approved a reverse split of our
outstanding common stock whereby every four (4) shares of our common stock
were reduced into one (1) share of our common stock. In conjunction with the
reverse split, our shareholders authorized an increase in our total authorized
shares to 50,000,000. We are not authorized to issue preferred stock.

On April 3, 2001, we acquired Xtool Inc., a Utah corporation. In this
transaction, acquired 100% of the outstanding common stock of Xtool in
exchange for 250,000 newly issued shares of our common stock.  At the  time of
this transaction Xtool had four shareholders who each received 62,5000 shares
of our common stock for their shares of Xtool. As part of the terms of  the
acquisition of the Xtool shares from its shareholders,
                                3
<PAGE>
we agreed to spend $250,000 to develop the business of Xtool.   Xtool was in
the business of designing, manufacturing and marketing boring and recovery
tools for the petroleum exploration, construction and mining industries.  We
intended to incorporate Xtool into our operations; however, because the four
principals who were the management of Xtool did not continue to be employed by
us.  As such, we did not allocate the necessary financial resources to develop
Xtool, including the required $250,000 capital contribution.  We do not intend
to develop the business of Xtool.

We have never been the subject of a bankruptcy, receivership or similar
proceeding.

Our principal executive offices are located at 2773 Industrial Drive, Ogden,
Utah 84401. Our telephone number at this address is (801) 395-2796.

B. Business
We provide deep cryogenic tempering of materials, typically metals, to improve
the materials' properties, including equalizing or leveling strain and
enhanced durability and wear. Approximately 88% of our current business
involves application of our cryogenic process to gun barrels. Cryo-Accurizing
is our patented process that we use to perform deep cryogenic treatment on
firearms to affect material stabilization, improve accuracy, longevity and
increase ease of cleaning.

Our cryogenic process has been applied to the following products and parts
which were previously subjected to abrasive wear.

  Drill Bits
  End Mills
  Granulators
  Progressive Dies
  Punch Dies
  Press Dies
  Hammer Mills
  Extruders
  Circular Saw Blades
  Brake Rotors
  Brake Drums
  Slicers
  Cutters
  Gears
  Circular Slicers
  Hobs
  Bearings
  Patterns
  Shear Blades
  Band Saw Blades
  Surgical Instruments
  Mining Equipment
  Rifle/Pistol Barrels
  Sporting Equipment
  Various Plastics
  Welding Electrodes
  Orthopedic Implants
  Forging Dies
  Engine Parts
  Motor Parts
  Musical Instruments
  Softball Bats

Our cryogenic process is designed to provide the following benefits:
     *     Increased abrasive wear resistance
     *     A one time permanent treatment creating a denser molecular
            structure, resulting in a larger contact surface area that reduces
            friction and wear.
     *     Changing the material's entire structure, not just the surface, in
            order that later refinishing operations or re-grinds do not affect
            the permanent improvements
     *     Through our dry, computer controlled process, reducing or
            eliminating the risk of thermal shock which would otherwise cause
            product failure
                                4
<PAGE>
     *     Increasing durability or wear life
     *     Relieving residual stress in tool steels

 The three phases involved in our cryogenic process are:

Phase 1
Material Optimization:  Elevating the material alloy to specific temperatures
in the range of +100 degrees Fahrenheit to 2000 degrees Fahrenheit.

Phase 2
Cryogenic Processing:  Controlled decent of material alloy to temperatures
approaching absolute zero.  The materials are cooled slowly to these
temperatures following a material specific profile. The time a material alloy
is held at these cryogenic temperatures is determined from the make up of the
material itself.  The entire process is computer controlled to ensure that all
material is processed to the exact specifications.

Phase 3
Post-Termpering: Material is subjected to specific temperatures in the range
of +100 degrees Fahrenheit to 2000 degrees Fahrenheit.

Distribution Methods of our Services:
We distribute our services through our sales contacts with end users and
retailers as explained below under "Marketing."

Material Agreements:
Purchase Agreement between Robert W. Brunson and Cryocon, Inc.
On December 10, 1999, we entered into an agreement whereby we purchased all of
the assets of the Cryo-Accurizing Division and the Tri-Lax Process from Robert
W. Brunson.  As payment for this purchase, we tendered 9,700,000 shares of our
common stock to Mr. Brunson, a $50,000 Convertible Promissory Debenture which
becomes due on January 3, 2003, and $70,000 cash.  This agreement is
predicated upon a November 10, 1999, an agreement was executed between Robert
W. Brunson  and 300 Below, Inc. in which Mr. Brunson purchased all names,
rights, licenses, titles and property to the 300 Below's Cryo-Accurizing
Division and the accompanying Tri-Lax Process. Mr.  Brunson had the option of
paying $449,000 in installments or a lump sum payment of $399,000.  Under the
terms of this agreement, Brunson retained ability to assign his rights under
the agreement to a third party.

Since February 2001 we have been in default to 300 Below on our required
payments totaling $40,519.57.

Revenues/Services Breakdown:
We do not manufacture, develop or market any products.  Our revenues are
derived solely from our cryogenic treatment and other processes applied to
products, parts and other materials  furnished to us from our customers.
                                5
<PAGE>
Our Customers:
Our customers consist of gun shops, gunsmiths, individual gun owners, gun
dealers, law enforcement, machine shops, construction and mining related
industries, and manufacturers of custom racing components.  We will attempt to
increase our customer base by promoting our cryogenic process to automobile
manufacturers, the United States military, police departments, and
establishments that deal in brake rotors and drums.

Our Billing Practices:
Generally, we require payment prior to providing our services; however, our
gun dealer customers are permitted to make payment within 30 days after we
provide our services.

Geographic Markets:
We provide our services throughout the United States.

Marketing:
Our marketing manager is responsible for marketing our services to potential
customers.  Our services are initially marketed by telephone followed up by
personal visits to potential customers' physical locations.  We presently do
not advertise in any form and have no current plans to do so. If our financial
condition permits, we may advertise in the future.

We also have agreements with independent sales agents that attempt to market
our services.  These independent sales agents are paid a  commission of 5% to
10% of the gross sale amount.

Competitive Business Conditions:
We compete with at least one hundred companies that are involved in processing
of various metals parts and products.  300 Below, Inc. which is located in
Decatur, Illinois is our major competitor.  Our competitors have substantially
longer operating histories, greater name recognition, larger customer bases,
and greater financial and technical resources than us. Accordingly, these
companies are able to conduct extensive marketing campaigns that we are
financially unable to accomplish. In addition, these companies may create more
attractive pricing to potential customers. Our ability to compete will be
limited by our success in distinguishing our services from others. There can
be no assurance that we will be able to compete in the sale of our services.
To meet these competitive conditions, we plan to:
     *    Further develop the science of our cryogenic process in order to
          file patents pertaining to the process;
     *    Focus sales of our services  on product areas in which the
          cryogenic process has proven effective, such as gun barrels,
          brakes, rotors, automotive racing, and medical tools and parts;
          and
     *    License dealers to use our cryogenic process to provide our
          services to the public and thereby create a dealer/licensee base
          for wider geographic coverage.

We may not have sufficient funds or be able to obtain financing to accomplish
these objectives.
                                6
<PAGE>
Sources and Availability of Raw Materials:
The only raw material that we obtain for use in our cryogenic process is
liquid nitrogen. We purchase liquid nitrogen from Prax Air Inc., located in
Ogden Utah which delivers it to our facilities within 24 hours of our order.
In the event Liquid nitrogen it is not available from Prax Air, it is readily
available from other dealers in our immediate geographic area. We do not
anticipate any shortage of Liquid nitrogen in the future.

Principle Suppliers:
 Prax Air, Inc. is our supplier of liquid nitrogen.

Dependence on Major Customers
We have no customers that constitute 10% or more of our revenues.

Patents, Trademarks and Licenses:
U.S. Patents held of record by Cryocon, Inc.


Patent Title             U.S. Patent No.         Status and Remarks
Cryo-Accurizing*       5,865,913                 Approved
Brake Rotor**          Applied For; File         Pending-Received Pending
                       No. 4750-000002/US        Status
                       Serial Number 09-
                       844,526

*Cryo-Accurizing refers to our process that we use on gun barrels to relieve
strain by changing the molecular structure of gun barrels.
**Brake Rotor refers to our process that increases the life brake rotors and
drums.

 U.S. Trademarks held of record by Cryocon

Mark                  U.S. Reg. No. or App. Serial No.    Status and Remarks

Cryocon-Class 40      76-178,539                          Applied For; Needs
                                                          Statement of Use
Cryocon-Class 9       76-179,049                          Applied For; Needs
                                                          Statement of Use

Regulatory Matters
We are subject to regulations of the Department of the Treasury's Bureau of
Alcohol, Tobacco and Firearms.  Under these regulations, we must obtain and
maintain a Federal Firearms License, which we have obtained.
                                7
<PAGE>
Other regulations require us to maintain incoming and outgoing computer
hardcopy logs regarding:
     *    a receiver which is that part of a rifle or pistol that houses a
          round to be fired;
     *    a rifle or pistol; and
     *    a barrel of a rifle or pistol.
We maintain these computer logs in conformity with these regulations.   If we
fail to conform to these record keeping regulations, our Federal Firearms
License may be revoked, in which case we would be unable to provide these
services.

We are also required to ensure that no person under the age of 18 or that has
a felony conviction, will have access at our facility to pistols, rifles, or
other weapons or weapon parts.  All of our employees are subject to background
checks to ensure that they do not have a felony conviction.  If any of our
directors, officers, or employees knowingly violates any of these regulations
they may be subject to imprisonment of not more than 10 years or fines of up
to $250,000 and if we violate these regulations we may be subject to fines of
up to $250,000.

Cost of Compliance with Environmental Matters
The U.S. Environmental Protection Agency does not consider liquid nitrogen to
be a hazardous substance or otherwise subject to environmental regulations.
Accordingly, we have no continuing costs pertaining to environmental matters.

Research and Development:
During 2001, we spent $24,949 on research and development pertaining to
testing materials with our cryogenic process.  None of these costs have been
passed on to our customers.

Employees:
We currently have no part-time employees.  We have 4  full-time employees, as
follows:
     *    Chief Financial Officer that directs our financial operations.
     *    Director of Operations that directs our cryogenic services
     *    Physical Plant Specialist that assists in our cryogenic services
          and our research and development activities
     *    Intellectual Property/Products Development Specialist
          Coordinates information with patent and trademark attorneys and
          assists in the development of our services.

We also have two full time consultants:
     *    Chairman of the Board/Chief Executive Officer that directs our
          overall operations.  We have a verbal consulting agreement with
          Our Chairman of the Board/Chief Executive Officer in which we pay
          him a monthly consulting fee of $12,500 plus expenses.
     *    Sales Manager that is responsible for the marketing and promotion
          of our Cryogenic services. We have a verbal consulting agreement.
          In which we pay him a monthly consulting fee of $7,000 month  plus
          expenses.
                                8
<PAGE>
None of our employees are represented by a labor union for purposes of
collective bargaining. We consider our relations with our existing employees
to be satisfactory.

Reports to Security Holders:
We are subject to the informational requirements of the Securities Exchange
Act of 1934.  Accordingly, we file annual, quarterly and other reports and
information with the Securities and Exchange Commission. You may read and copy
these reports and other information we file at the Securities and Exchange
Commission's public reference rooms in Washington, D.C., New York, New York,
and Chicago, Illinois.  Our filings are also available to the public from
commercial document retrieval services and the Internet website maintained by
the Securities and Exchange Commission at www.sec.gov.

Item 2. Description of Property.
From approximately March 15, 2000 to November 10, 2001, we conducted our
operations from a facility located at 2250 North 1500 West, Ogden, Utah;
however, as described below under Item 3, "Legal Proceedings", because this
property was foreclosed upon, we no longer own or occupy this facility.   As
of November 11, 2001, we have occupied 7,800 square fee of space at Ogden
Industrial Park, 2773 Industrial Drive, Ogden, Utah, 1800 square feet of which
is office space and 6,000 of which is our processing area.  We have a lease
agreement with Halverson Real Estate and Investment, Inc. located in Ogden,
Utah.  The term of the lease is 3 years with two 3 year options to renew the
lease.  Our monthly rent is $3,000.

We do not own any property or intend to have any property in the future. We do
not intend to renovate, improve or develop properties. We are not subject to
any competitive conditions for property and currently have no property to
insure. We have no policy with respect to investments in real estate or
interests in real estate and no policy with respect to investments in real
estate mortgages. Further, we have no policy with respect to investments in
securities of or interests in persons primarily engaged in real estate
activities.

Item 3. Legal Proceedings.
Bourns, Inc. v. Cryocon, Inc. (Case No. MMOJ File No. 3853).
On June 4, 2001, Bourn, Inc. filed a Notice of Default with the Weber County
Recorder,  to commence foreclosure on the deed of trust on our then
administrative and operational facility located at 2250 North 1500 West, in
Ogden, Weber County, Utah. On June 1, 2000, Bourn, Inc. had loaned us
$2,050,000. The promissory note became due on February 28, 2001.  The balance
due as of the foreclosure action was $1,350,000. On October 30, 2001, the
building and property were sold through a Trustee sale by bid to Bourn, Inc.
for $1,100,000. As a result of this sale, a second deed of trust to Amerifirst
Foundation became an unsecured note. The Internal Revenue Service holds a lien
against the building from past due dues equaling $141,602. The Internal
Revenue Service has reviewed our financial status. We understand that the
Internal Revenue Service has placed the account in an "uncollectible" status.
                                9
<PAGE>
Rushford/Ross/Orton, L.C., a Utah Limited Liability Company, v. Cryocon, Inc.,
a Colorado Corporation, Fourth Judicial District Court of Utah County, State
of Utah, Division 10 (Case No. 010403425).
On August 7, 2001, we were served with legal process pertaining to a claim of
a debt owed in the amount of $7,709.26, interest and costs in collection. On
November 20, 2001, the court awarded a Judgment and Notice of Lien for the
total amount of $7,709.26 plus attorney's fees and costs. No payments have
been made on this judgment.

Staffing Solutions Southwest, Inc. d/b/a Staffing Solutions v. Cryocon, County
Court of Dallas, Texas, At Law No. 3 (Case No. 026901592).
On June 26, 2001, we were served with a legal process in the collection of an
outstanding payable to Staffing Solutions Southwest, Inc., d/b/a Staffing
Solutions, in the amount of $5,922.76.  On December 10, 2001, judgment was
awarded for $4,993.76 plus interest of $172.29. The matter was settled on May
31, 2002 for $1,500, which has been paid.

Maxim Technologies v. Cryocon, Inc., Third District Court, State of Utah, Salt
Lake County, Salt Lake Department (Case No. 018903673). On October 9, 2001, we
were served with a small claims judgment for $3,425 in favor of Maxim
Technologies. No amounts have been paid on this judgment.

Reed Exhibition Companies v. Cryocon, Inc., Second Judicial District Court,
State of Utah, Weber County, Ogden Department (Case No. 010907747DC).
On October 24, 2001, we were served with a legal process in the collection of
an outstanding payable to Reed Exhibition Companies in the amount of
$2,882.50. Judgment was received on March 25, 2002 for $3,329.37. This claim
was paid in full on June 11, 2002.

North Coast Investments, Inc. v. Cryocon, Inc. and Brian Morrison, Circuit
Court of Cook County, Illinois, Municipal Department, Third District (Case No.
01M3-003818).
On January 28, 2002, we, along with our Chief Executive Officer Brian
Morrison, were served with a legal process for breach of contract by North
Coast Investments. The amount of the claim was $70,000. We have retained an
attorney in Illinois and are preparing to file a countersuit.

Wasatch Mountain Publishing, Inc. v. Cryocon, Inc., Third Judicial District
Court of Salt Lake County, State of Utah (Case No. 020900526_).
On April 9, 2002 Wasatch Mountain Publishing, Inc. received a judgment against
us for the collection of advertising for $7,344.43. The debt was settled in
full on May 30, 2002 for $5,500, which has been paid.

Kreiger Barrels, Inc. and Crierion Barrels, Inc. v. Cryocon, Inc., United
States District Court for the Eastern District of Wisconsin (Case No. 01-C-
0771).
Kreiger Barrels, Inc. and Criterion Barrels, Inc. of Germantown, Wisconsin has
filed a civil action against us alleging that our U.S. Patent # 5,865,913 was
in valid and, therefore, our letter to discontinue the cryogenic treatment of
barrels without paying an appropriate royalty was invalid. Negotiations are
currently in process concerning the civil action.
                                10
<PAGE>
Cryocon, Inc. v. Kreiger Barrels, Inc. and Criterion Barrles, Inc., United
States District Court for the District of Utah (Case No. 1:02 CV 30-ST).
On March 15, 2002, we filed a civil action against Kreiger Barrels, Inc. and
Criterion Barrels, Inc., in the State of Utah, requesting relief from
Plaintiff for making use of a patented process without proper licensing for
use of the patent.

In addition to the above described litigation, there is a threat of litigation
involving our agreement with 300 Below, Inc., a company located in Decaytur,
Illinois.  In accordance with the terms of a November 10, 1999 agreement we
have with 300 Below, in return for purchasing the names, rights, licenses,
titles and property of 300 Below's Cryo-Accuring Division, we are required to
pay $449,000, including an option payment of $2,500 to $449,000.  Since
February 2001 we have been in default on our required payments totaling
$40,519.57 to 300 Below.

Should judgments be rendered in the above matters and we are required to make
payments in satisfaction, such payments will have a materially adverse affect
on our consolidated results of operations and financial condition.

We have not been served with any other legal process providing us with legal
notice of any other pending proceedings.  We are not a plaintiff in any other
pending action.  We are not aware of any contemplated legal proceeding by a
governmental authority in which we may be involved.

Item 4. Submission of Matters to a Vote of Security Holders.
On September 21, 2001, we changed our name from ISO Block Products USA, Inc.
to Cryocon, Inc. and our shareholders approved a Board of Directors'
resolution to reverse split each of our issued and outstanding shares of
common stock into one fourth (1/4) share of common stock. In conjunction with
the reverse split, our shareholders authorized an increase in the total number
of shares of common stock to 50,000,000 shares, which we are currently
authorized to issue.

                             PART II

Item 5. Market for Common Equity and Related Stockholder Matters.
Our common stock is currently quoted on the Over-the-Counter Bulletin Board
("OTCBB") under the symbol "CRYQ." The high and low bid information for each
quarter for the two most recent fiscal years of 2001 and 2002 is presented
below. The quotations are interdealer prices without adjustment for retail
markups, markdowns or commissions and do not necessarily represent actual
transactions. These prices may not necessarily be indicative of any reliable
market value.  On March 29, 2002, the last reported sale price of the common
stock on the OTCBB was $0.09 per share.  .


    Quarter               High                    Low
Fiscal Year Ended
3/31/01

First Quarter            $1.68                    $0.63

Second Quarter           $5.50                    $0.75

Third Quarter            $7.31                    $2.50

Fourth Quarter           $4.50                    $1.13

Fiscal Year Ended
3/31/02

First Quarter            $2.60                    $1.60

Second Quarter           $1.75                    $0.38

Third Quarter            $0.43                    $0.05

Fourth Quarter           $0.29                    $0.08

Holders:
As of March 31, 2002, we had 999 holders of record.

Issued and Outstanding Stock:
As of March 31, 2002, there were 21,140,680 shares of common stock issued and
outstanding.  Each share of common stock entitles the holder to one vote on
each matter that may come before a meeting of the shareholders. We currently
have one class of common stock outstanding.

Options:
As of March 31, 2002, there were outstanding stock options for 3,153,835
shares of our common stock.

Warrants
As of March 31, 2002, there were outstanding warrants to purchase 3,700,000
shares of our common stock.

Dividends:
We have not declared any cash dividends on our common stock since our
inception and do not anticipate paying such dividends in the foreseeable
future. We plan to retain future earnings, if any, for use in our business
operations. Any decisions as to future payment of dividends will depend on our
earnings and financial position and such other factors, as the Board of
Directors deems relevant.
                                11
<PAGE>
Recent Sales of Unregistered Securities:

On February 5, 2001, our Chief Executive Officer, J. Brian Morrison received a
warrant for 500,000 shares of our common stock for future consulting services.
These warrants are exercisable at $.10 per share until December 31, 2005.

On April 11, 2001, we issued 62,500 shares each  of our common stock Paul G.
Anthony, Miles G. Pierson, Doyle Talbot, Herschel Hill, the shareholders of
100% of the outstanding stock of Xtool, Inc. in connection with our
acquisition of Xtool.  These individuals exchanged their Xtool shares which in
the aggregate represented 100% of Xtool's outstanding common stock in
exchanged for shares of our common stock.  We relied upon Section 4(2) of the
Securities Act of 1933 for the offer and sale to these individuals.  We
believed that Section 4(2) was available because the sale did not involve a
public offering. These individuals had a pre-existing relationship with Jeff
Taylor, our president at the time.   We did not utilize brokers in the
offering and did not pay commissions or any form of compensation to any person
for soliciting these shareholders. All shares issued contained a restrictive
legend. Each of these individuals represented to us that they were accredited
investors, were purchasing the shares for investment purposes and had access
to all relevant information pertaining to us.

On April 11, 2001, we issued 10,000 shares of our common stock to Matthew A.
Kammeyer as an employee signing bonus.  We valued the shares at  $2.10 per
share or an aggregate price of $21,000. We relied upon Section 4(2) of the
Securities Act of 1933 for the offer and sale of the shares to Mr. Kammeyer.
We believed that Section 4(2) was available because the sale did not involve a
public offering.  The shares were issued with a restrictive legend.

On April 11, 2001, we issued 10,000 shares of our common stock to Dallan Clark
as an employee signing bonus.  We valued the shares at  $2.01 per share or an
aggregate price of $21,000. We relied upon Section 4(2) of the Securities Act
of 1933 for the  offer and sale of the shares  to Mr. Clark.  We believed that
Section 4(2) was available because the sale did not involve a public offering.
The shares were issued with a restrictive legend.

On April 11, 2001 we granted options to purchase 60,000 shares of our common
stock to Doug Moore, an employee, for  past services rendered to us.  These
options can be exercised at $1.50 per share until 180 days after leaving us.

On April 11, 2001 we granted options to purchase 250,000 shares of our common
stock to Arlene Racker, an employee, for services as our officer at the time.
These options can be exercised at $0.05 per share until 180 days after leaving
us. Ms. Racker left our employment on April 12, 2002.

On May 4, 2001, we issued  25,000 shares of our common stock to Hanz Balz in
exchange for services rendered to us.  The shares were valued at a price of
$2.10 per share or an aggregate price of $52,500. We relied upon Section 4(2)
of the Securities Act of 1933 for the offer and sale of the shares to Mr.
Balz.  We believed that Section 4(2) was available because the sale did not
involve a public offering.  The shares were issued with a restrictive legend.
                                12
<PAGE>
On June 28, 2001, we issued 150,000 shares of our common stock to Todd Moore
in exchange for services rendered to us. We  valued these shares at a price of
$1.75 per share or an aggregate price of $262,500. We relied upon Section 4(2)
of the Securities Act of 1933 for the offer and sale of the shares to Mr.
Moore.  We believed that Section 4(2) was available because the sale did not
involve a public offering.  Mr. Moore had a pre-existing relationship with our
President.   Mr. Moore represented to us that he was an accredited investor,
was purchasing the shares for investment purposes and had access to all
relevant information pertaining to us. The shares were issued with a
restrictive legend.

On June 11, 2001, we issued  100,000 shares of our common stock to Citizen
Asia, a registered securities broker-dealer, in exchange for  services
rendered to us. We valued the shares at a price of $2.18 per share or an
aggregate price of $218,000. We relied upon Section 4(2) of the Securities Act
of 1933 for the offer and sale to Citizen Asia.  We believed that Section 4(2)
was available because the sale did not involve a public offering. The shares
were issued with a restrictive legend.

We received total proceeds of $278,200 from the following sales of 139,100
shares of our common stock (described below in a - p).  At the time of the
sales, in reliance upon our counsel at the time, we relied upon Section 4(2)
of the Securities Act of 1933 for the offers and sales of the shares.  We
believed that Section 4(2) was available because the sales did not involve a
public offering.  The persons and representatives of the entities that
purchased the shares of common stock had a pre-existing relationship with
James Cundiff,  our President of our Advisory Board at the time.  The
purchasers represented to us that they were accredited investors, were
purchasing the shares for investment purposes and had access to all relevant
information pertaining to us.  The shares were issued with a restrictive
legend.
  a. On February 16,  2001, we sold 37,500 shares of our common stock to Revy
     L. Neeley at a price of $2.00 per share or an aggregate price of
     $75,000.

  b. On February 16,  2001, we sold 25,000 shares of our common stock to
     Prominent Development at a price of $2.00 per share or an aggregate
     price of $50,000.

  c. On February 23, 2001, we sold 5,000 shares of our common stock to John
     Frederick Ashby at a price of $2.00 per share or an aggregate price of
     $10,000.

  d. On February 23, 2001, we sold 62,500 shares of our common stock to
     Frederick Ashby at a price of $2.00 per share or an aggregate price of
     $125,000.

  e. On February 23, 2001, we sold 5,000 shares of our common stock to Andrew
     N. Ashby at a price of $2.00 per share or an aggregate price of $10,000.

  f. On February 23, 2001, we sold 4,000 shares of our common stock to April
     A. Ashby at a price of $2.00 per share or an aggregate price of $8,000.
                                13
<PAGE>
  g. On February 23, 2001, we sold 4,000 shares of our common stock to
     Preston F. Ashby at a price of $2.00 per share or an aggregate price of
     $8,000.

  h. On February 23, 2001, we sold 2,500 shares of our common stock to Samuel
     Ashby at a price of $2.00 per share or an aggregate price of $5,000.

  i. On February 23, 2001, we sold 1,500 shares of our common stock to Annie
     M. Ashby at a price of $2.00 per share or an aggregate price of $3,000.

  j. On February 23, 2001, we sold 5,000 shares of our common stock to
     Richard Rhodes at a price of $2.00 per share or an aggregate price of
     $10,000.

  k. On February 26, 2001, we sold 600 shares of our common stock to Anessa
     Alderman at a price of $2.00 per share or an aggregate price of $1,200.

  l. On February 26, 2001, we sold 12,500 shares of our common stock to The
     Capps Trust at a price of $2.00 per share or an aggregate price of
     $25,000.

  m. On March 1, 2001, we sold 7,500 shares of our common stock to Sheldon
     Fisher at a price of $2.00 per share or an aggregate price of $15,000.

  n. On March 1, 2001, we sold 1,000 shares of our common stock to William A.
     Phillips at a price of $2.00 per share or an aggregate price of $2,000.

  o. On July 30, 2001, we sold 2,500 shares of our common stock to Benjamin
     J. Ashby at a price of $2.00 per share or an aggregate price of $5,000.

  p. On July 30, 2001, we sold 2,500 shares of our common stock to Adam M.
     Ashby at a price of $2.00 per share or an aggregate price of $5,000.

On July 31, 2001, we granted warrants to purchase 1,000,000 shares of our
common stock to our Director/Corporate Secretary, James Cundiff, for past
investor relations services. These warrants can be exercised at $0.10 per
share until July 31, 2006.

On July 31, 2001, we granted warrants to purchase 1,000,000 shares of our
common stock to our Chairman of the Board/Chief Executive Officer, J. Brian
Morrison, for consulting services. These warrants can be exercised at $0.10
per share until July 31, 2006.

On August 3, 2001, we issued 100,000 shares of our common stock to Citizen
Asia, a registered securities broker-dealer, in return for consulting services
that Citizen Asis provided to us.  We valued the shares at  $1.75  per share
or an aggregate price of $175,000. We also sold Citizen Asia 57,000 shares for
$100,000 on the same day. We relied upon Section 4(2) of the Securities Act of
1933 for the offer and sale to Citizen Asia.  We believed that Section 4(2)
was available because the sale did not involve a public offering.  The shares
were issued with a restrictive legend.
                                14
<PAGE>
On August 9, 2001, we sold 243 shares of our common stock to Jeff Taylor at a
price of $0.00 per share or an aggregate price of $0.00. We relied upon
Section 4(2) of the Securities Act of 1933 for the offer and sale to Mr.
Taylor.  We believed that Section 4(2) was available because the sale did not
involve a public offering.  Mr. Taylor had a pre-existing relationship with
our President.   Mr. Taylor represented to us that he was an accredited
investor, was purchasing the shares for investment purposes and had access to
all relevant information pertaining to us. The shares were issued with a
restrictive legend.

On November 15, 2001, we granted warrants to purchase 1,000,000 shares of our
common stock to our Chairman of the Board/Chief Executive Officer, J. Brian
Morrison, for consulting services. These warrants can be exercised at $0.10
per share until November 15, 2006.

On January 1, 2002, we granted options to purchase 250,000 shares of our
common stock to our Chief Financial Officer/Treasurer, Vaughn P. Griggs, for
services as our Chief Financial Officer/Treasurer. These options can be
exercised at $0.05 per share until 180 days after leaving us

On January 1, 2002, we granted options to purchase 150,000 shares of our
common stock to Doug Moore, an employee, for past and future services. These
options can be exercised at $0.05 per share until 180 days after leaving us.

On January 1, 2002, we granted options to purchase 150,000 shares of our
common stock to Michael Mower, an employee, for past and future services for
the company. These options can be exercised at $0.05 per share until 180 days
after leaving company.

On March 1, 2002, we granted 100,000 shares of our common stock to Dr. Dwayne
Marrott for past consulting services for the company.  These shares were
valued at $.06 per share.

On March 1, 2002, we granted 25,000 shares of our common stock to Adam Cundiff
for past consulting services for the company.  These shares were valued at
$.12 per share.

On March 25, 2002, we granted 12,500 shares of our common stock to Robert
Secor for past consulting services for the company.  These shares were valued
at $.10 per share.

On March 29, 2002, we granted 100,000 shares of our common stock to Robert D.
Wickersheim, for the forgiveness of a $100,000 Note Payable with Cryocon, Inc.
The shares were valued at $.09 per share.

On March 29, 2002, we granted 142,000 shares of our common stock to Robert W.
Brunson, for the forgiveness of a $141,964 Note Payable with Cryocon, Inc. The
shares were valued at $.09 per share

On March 29, 2002, we granted warrants to purchase 700,000 shares of our
common stock to our Director, Dr. Richard Lindstrom, for the forgiveness of a
$30,000 Note Payable with Cryocon, Inc..  These warrants can be exercised at
$0.00 until March 29, 2007.
                                15
<PAGE>
Item 6. Management's Discussion and Analysis .

The following discussion and analysis provides information that we  believes
is relevant to an assessment and understanding of our consolidated results of
operations and financial condition.  This discussion and analysis covers
material changes in our financial condition and results of operations since
our year end at March 31, 2001.  The terms "we" or "our" or "us" are used in
this discussion to refer to Cryocon.

Years ended March 31, 2001 and 2002

Statement of Operations

Revenues. Revenues for the year ended March 31, 2002 decreased 59% to $57,926
from $141,405 for the same period in 2001. The decrease in revenues is
attributed mainly to our corporate refocusing and restructuring.

Cost of Revenues. Cost of revenues consists primarily of materials and
supplies. Cost of revenues decreased 1% to $23,198 for the year ended March
31, 2002 from $57,804 for the year ended March 31, 2001, representing 40% and
41% of the total revenues for the year ended March 31, 2002 and March 31,
2001, respectively. The decrease in cost of revenues is primarily attributable
to a services sales price increase of approximately 100%.

Gross Profit. Gross profit is total revenues less cost of revenues. Gross
profit excludes general corporate expenses, finance expenses and income tax.
For the year ended March 31, 2002 and 2001, respectively, gross profit was
$34,728 and $86,801, which represents a 58% decrease. The gross profit as
percentage of revenues decreased to 40% for the year ended March 31, 2002 from
41% for the year ended March 31, 2001. The decrease of the gross profit as a
percentage of revenues is attributed to an increase in service sales price.

Research and Development. Research and development expenses were $24,949 and
$3,583 for the year ended March 31, 2002 and 2001, respectively.   These
expenses represented 43% and 3% of our revenues of the year ended March 31,
2001 and 2001, respectively. The expenses consist of lab expenses and outside
testing facilities. Our main developments relate to research and development
relating to processing of rotors and brake drums.

Marketing and Selling Expenses. Marketing and selling expenses decreased to
$10,648 from $397,159 for the year ended March 31, 2002 and 2001,
respectively. Marketing and selling expenses as a percentage of revenues were
18% and 281% for the year ended March 31, 2002 and 2001, respectively.  The
decrease in FY 2002 marketing and selling expenses can be attributed to our
limited revenues.

General and Administrative Expenses. General and administrative expenses
decreased to $1,484,392 for the year ended March 31, 2002 from $5,344,796
                                16
<PAGE>
for the year ended March 31, 2001. As a percentage of revenues, general and
administrative expenses decreased to 2563% for the year ended March 31, 2002
from 3780% for the year ended March 31, 2001.  The decrease is mainly
attributable to decreasing our staff from approximately 38 employees to only 5
employees.

Financing Expenses. Financing expenses, net, decreased to $73,672 for the year
ended March 31, 2002 from $174,912 for the year ended March 31, 2001.

Income (Loss) Before Taxes. Loss before taxes for the year ended March 31,
2002 decreased by 55% to ($717,455) from ($6,095,179) for the year ended March
31, 2001. The decrease of the loss before taxes is attributable primarily to
the decrease of 72% of general and administrative expenses. Income before
taxes as percentage of revenues was 4691% for the year ended March 31, 2002
and 4310% for the year ended March 31, 2001.

Taxes on Income.  Taxes on income for the year ended March 31, 2002 amounted
to $0 which represents 0% of the income before taxes as compared with $0 for
the year ended March 31, 2001 that represents 0% of the income before taxes.

Net Income. Net loss for the year ended March 31, 2002 amounted to
$(2,719,455) and represents 4691% of the revenues, as compared with 4310% of
the revenues for the year ended March 31, 2001. The decrease in the net loss
is mainly attributable to the reduction in general and administrative costs.

Earning per share The earning per share for the year ended March 31, 2002 was
($0.13) for the basic 20,302,690 weighted average Shares.

Balance Sheet

Current Assets. Current Assets amounted to $49,467 as of March 31, 2002
compared to current assets of $73,841 as of March 31, 2001, representing a 33%
decrease in current assets. This decrease is mainly attributable to reduction
in prepaid expenses.

Fixed assets. Fixed assets after accumulated depreciation decreased to
$135,880 as of March 31, 2002, compared with $2,250,790 as of March 31, 2001.
Purchase of equipment during the year ended March 31, 2002 amounted to $4,557
and depreciation for same period amounted to $32,875.

Current Liabilities. As of March 31, 2002, Current Liabilities decreased by
$1,473,388 to $1,554,375, compared with $3,027,763 as of March 31, 2001. This
decrease is mainly attributable to reduction in Notes Payable and stock
deposits.

Liquidity and Capital resources - March 31, 2002.

Net cash used by operating activities for the year ended March 31, 2002 was
$202,689.
                                17
<PAGE>
The cash used by operating activities was primarily attributable to $1,213,115
from professional fees and payroll.

Net financing activities provided $237,789.

Cash at March 31, 2002 amounted to $2,914, representing a decrease of $6,066
since March 31, 2001. Our current assets for March 31, 2002 are lower than our
current liabilities by $1,504,908.

Our commitments for capital expenditures  as of March 31, 2002 were $0.

We shall continue to finance our operations and fund commitments for capital
expenditures, if necessary, primarily from investors.

We believe that our future cash flow from operations together with our current
cash is inadequate to provide beyond the next 60 days of operations;
accordingly, we  may need traditional bank financing or from a  debt of equity
offering.

Risk Factors
In addition to the matters discussed above regarding our consolidated results
of operations and financial condition, our business is subject to certain
other risk factors, as follows:

Because we have a limited operating history with limited revenues, you will be
unable to determine whether we will ever become profitable.
Because we are a development stage company with revenues of only $57,926
during our Fiscal Year ended March 31, 2002, and we have only minimal
operations, you will be unable to evaluate our future performance or potential
profitability.

We have a history of losses and expect losses for the foreseeable future due
to increasing costs which may prevent us from ever becoming profitable.
From our inception of October 20, 1999 through March 31, 2002, we have
accumulated losses of $10,396,615.  We believe that our costs will increase
over the next twelve months and our losses will continue to increase in the
foreseeable future. As a result, we may never achieve or sustain
profitability.

If we are unable to obtain financing to support our operations and  future
growth plans, we will have to curtail our operations.
Our auditors have issued a going concern opinion for FY 2002 based upon our
lack of significant cash or material assets or established sources of revenues
sufficient to cover our operating costs. Our future operations involve
substantial research and development and marketing costs.  If our revenues and
existing cash are insufficient to support our operations and/or future plans,
we may need traditional bank financing or financing from a debt or equity
offering.  If we are unable to obtain financing when needed on favorable
terms, we may be forced to curtail our operations.
                                18
<PAGE>
Future issuances of our shares may lead to future dilution in the value of our
common stock, a reduction in shareholder voting power, and may prevent a
change in our control.
Our shares may be substantially diluted due to:
       *  Issuance of common stock shares in connection with any future
            agreements;
       *  Issuance of common stock in connection with the exercise of
            warrants already issued to purchase 3,700,000 shares of our common
            stock; and
       *  Issuance of common stock in connection with the exercise of
            options already issued to purchase 3,153,835 shares of our common
            stock.

You should be aware that these stock issuances may result in reduction of the
book value or market price of our outstanding shares of common stock. If we
issue any additional shares of common stock your proportionate ownership of
our common stock and voting power will be reduced which may prevent a change
in our control.

If we fail to expand our services business to other product areas, we may
encounter difficulties in our attempt to increase our revenues or complete
effectively against our competitors.
Currently, the application of our cryogenic process to gun barrels constitutes
88% of our business.  If we fail to expand our services business to other
product areas, we may encounter difficulties in our attempt to expand our
revenues or compete effectively against our competitors.

We may be subject to litigation costs and/or judgments which may affect our
ability to continue as a going concern
During the period from February 16, 2001 to March 1 2001, we raised $278,200
through sale of 139,100 shares of our common stock to eight individuals, five
current shareholders and three new investors, at a price of $2.00 per share.
We believed that the offer and sale of these securities were exempt from
registration under Section 4(2) of  the Securities Act of 1933. The
shareholders that invested received our periodic reports and were familiar
with our operations and financial condition.  No public solicitation or
general advertising was done in connection with this sale and we did not pay
any fees or commissions in connection with the sales. Nonetheless, the
Securities and Exchange Commission has indicated that the sale of the shares
after filing of a Form SB-2 registration statement may have been in violation
of Section 5 of the Securities Act of 1933.   Accordingly we may be subject to
legal claims and judgments of at least $278,200 plus interest from the date of
issuance.  Should claimants be successful in obtaining such judgments, we may
be required to curtail our operations or obtain financing to meet litigation
costs of such judgments.  If we cannot obtain financing or the financing is
inadequate we may not able to continue as a going concern.
                                19
<PAGE>
Item 7. Financial Statements.

                  CRYOCON, INC. AND SUBSIDIARIES
                  (A Development Stage Company)

                CONSOLIDATED FINANCIAL STATEMENTS

                         March 31, 2002
<PAGE>

                         C O N T E N T S


Independent Auditors' Report . . . . . . . . . . . . . . . . .  3

Consolidated Balance Sheets. . . . . . . . . . . . . . . . . .  4

Consolidated Statements of Operations. . . . . . . . . . . . .  6

Consolidated Statements of Stockholders' Equity (Deficit). . . .7

Consolidated Statements of Cash Flows. . . . . . . . . . . . . 11

Notes to the Consolidated Financial Statements . . . . . . . . 13
<PAGE>




INDEPENDENT AUDITORS' REPORT

To the Stockholders of
Cryocon, Inc. and Subsidiary
(A Development Stage Company)
Ogden, Utah

We have audited the accompanying consolidated balance sheets of Cryocon, Inc.
and Subsidiary (a development stage company) as of March 31, 2002 and 2001 and
the related consolidated statements of operations, stockholders' equity
(deficit) and cash flows for the years ended March 31, 2002 and 2001 from
inception on October 20, 1999 through March 31, 2002.  These consolidated
financial statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
consolidated 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 consolidated financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Cryocon, Inc. and Subsidiary (a development stage company) as of March 31,
2002 and 2001 and the consolidated results of their operations and their cash
flows for the years ended March 31, 2002 and 2001 from inception on October
20, 1999 through March 31, 2002 in conformity with accounting principles
generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in Note 8 to
the consolidated financial statements, the Company is a development stage
company with no significant operating results to date, which raise substantial
doubt about its ability to continue as a going concern.  Management's plans in
regard to these matters are also described in Note 8.  The consolidated
financial statements do not include any adjustments that might result from the
outcome of the uncertainty.



HJ & Associates, LLC
Salt Lake City, Utah
July 18, 2002
                               F-3
<PAGE>
<TABLE>
                  CRYOCON, INC. AND SUBSIDIARIES
                  (A Development Stage Company)
                   Consolidated Balance Sheets
<CAPTION>

                              ASSETS
                                            March 31, March 31,
                                              2002        2001
<S>                                        <C>          <C>
CURRENT ASSETS

 Cash                                      $    2,914  $    8,980
 Accounts receivable, net (Note 1)             34,850      30,647
 Deposits and prepaid expenses                 11,703      34,214
                                           ----------  ----------
  Total Current Assets                         49,467      73,841
                                           ----------  ----------
PROPERTY AND EQUIPMENT, NET (Notes 1 and 2)   135,880   2,250,790
                                           ----------  ----------
OTHER ASSETS

 Patents, trademarks and licenses, net
  (Note 1)                                    239,467     329,267
                                           ----------  ----------
  Total Other Assets                          239,467     329,267

  TOTAL ASSETS                             $  424,814  $2,653,898
                                           ==========  ==========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
                               F-4
<PAGE>
<TABLE>
                  CRYOCON, INC. AND SUBSIDIARIES
                  (A Development Stage Company)
                   Consolidated Balance Sheets
<CAPTION>
          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                            March 31,   March 31,
                                              2002        2001
<S>                                        <C>          <C>
CURRENT LIABILITIES

  Accounts payable                         $  290,676  $  341,552
  Accrued expenses (Note 5)                 1,220,825     605,965
  Stock deposits (Note 6)                           -     284,391
  Notes payable, related party (Note 3)        17,000     191,964
  Current portion long-term debt (Note 4)      25,874   1,603,891
                                            ---------   ---------
          Total Current Liabilities         1,554,375   3,027,763
                                            ---------   ---------
LONG-TERM LIABILITIES

  Notes payable, related party (Note 3)        50,000           -

  Long-term debt (Note 4)                     144,983     146,966
                                            ---------   ---------
          Total Long-Term Liabilities         194,983     146,966
                                            ---------   ---------
          TOTAL LIABILITIES                 1,749,358   3,174,729
                                            ---------   ---------
STOCKHOLDERS' EQUITY (DEFICIT)

  Common stock: 50,000,000 shares
  authorized of no par value,
  21,140,680 and 19,319,837 shares issued
  and outstanding, respectively             8,708,866   7,158,329
  Additional paid in capital                  363,205           -
  Deficit accumulated during the
  development stage                       (10,396,615) (7,679,160)
                                           ----------  ----------
          Total Stockholders' Equity
          (Deficit)                        (1,324,544)   (520,831)
                                           ----------  ----------
          TOTAL LIABILITIES AND
          STOCKHOLDERS' EQUITY (DEFICIT)   $  424,814  $2,653,898
                                           ==========  ==========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
                               F-5
<PAGE>
<TABLE>
                  CRYOCON, INC. AND SUBSIDIARIES
                  (A Development Stage Company)
              Consolidated Statements of Operations
<CAPTION>
                                                                     From
                                                                 Inception on
                                                              October 20, 1999
                                       For the Year Ended          through
                                           March 31,               March 31,
                                        2002         2001            2002
<S>                                   <C>          <C>       <C>
REVENUES                               $    57,926   $ 141,405  $   221,836
                                       -----------   ---------  -----------
EXPENSES

 Cost of sales                              23,198      57,804       87,981
 Advertising                                10,648     397,159      461,331
 Bad debt expense                           32,875      11,000       43,875
 Depreciation and amortization             642,695     228,999      913,993
 Loss on sale of assets                    512,064      27,515      539,579
 General and administrative              1,484,392   5,344,796    7,792,678
                                       -----------   ---------  -----------
  Total Expenses                         2,705,872   6,067,273    9,839,437
                                       -----------   ---------  -----------
OPERATING LOSS                          (2,647,946) (5,925,868)  (9,617,601)
                                       -----------   ---------  -----------
OTHER INCOME (EXPENSE)

 Interest income                             1,072       3,504        4,576
 Other income                                3,091       2,097        5,188
 Interest expense                          (73,672)   (174,912)    (788,778)
                                       -----------   ---------  -----------
  Total Other Income (Expense)             (69,509)   (169,311)    (779,014)
                                       -----------   ---------  -----------
NET LOSS                               $(2,717,445)$(6,095,179)$(10,396,615)
                                       ===========   =========  ===========
BASIC LOSS PER
SHARE                                  $     (0.13) $    (.49)
                                       ===========  =========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING                             20,302,690  12,538,082
                                        ==========  ==========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
                               F-6
<PAGE>
<TABLE>
                  CRYOCON, INC. AND SUBSIDIARY
                  (A Development Stage Company)
    Consolidated Statements of Stockholders' Equity (Deficit)
<CAPTION>
                                                                    Deficit
                                                                   Accumulated
                                                    Additional     During the
                                   Common Stock      Paid in       Development
                              Shares        Amount   Capital         Stage
<S>                         <C>          <C>       <C>         <C>
Balance at inception on
 October 20, 1999            $        -   $      -  $       -   $         -

Issuance of common stock to
founders for services at
$0.00 per share                   1,000          -          -             -

Issuance of common stock to
founders for services at
$.00 per share                  524,000          -          -             -

Issuance of common stock to
founders for services and
intangible assets at $0.00
per share                     9,700,000          -          -             -

Issuance of common stock for
services at $0.75 per share     100,000     75,000          -             -

Issuance of common stock for
cash at $0.50 per share          10,000      5,000          -             -

Issuance of common stock for
services at $0.50 per share       5,000      2,500          -             -

Issuance of common stock for
cash at $0.50 per share          10,000      5,000          -             -

Issuance of common stock for
cash at $0.50 per share           4,000      2,000          -             -

Issuance of common stock for
services at $0.50 per share      16,000      8,000          -             -

Issuance of common stock for
services at $0.75 per share     100,000     75,000          -             -

Issuance of common stock for
services at $0.75 per share     500,000    375,000          -             -

Issuance of common stock for
cash at $1.00 per share          10,000     10,000          -             -

Balance forward              10,980,000  $ 557,500   $      -             -

The accompanying notes are an integral part of the consolidated financial
statements.
                               F-7
<PAGE>
                   CRYOCON, INC. AND SUBSIDIARY
                  (A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)

                                                                    Deficit
                                                                   Accumulated
                                                    Additional     During the
                                   Common Stock      Paid in       Development
                              Shares        Amount   Capital         Stage
Balance forward              10,980,000  $ 557,500  $        -    $         -

Issuance of common stock for
cash at $1.00 per share          10,000     10,000           -              -

Issuance of common stock for
cash at $1.00 per share          10,000     10,000           -              -

Additional interest recorded
on convertible debentures             -    514,050           -              -

Net loss from inception on
October 20, 1999 through
March 31, 2000                        -          -           -     (1,583,981)

Balance, March 31, 2000      11,000,000  1,091,550           -     (1,583,981)

Recapitalization              1,237,724          -           -              -

Warrants issued below market
 value                                -    980,000           -              -

Issuance of common stock
upon exercise of options
at $0.50 per share               17,500      8,750           -              -

Issuance of common stock for
 services at $5.375 per share    10,000     53,750           -              -

Issuance of common stock upon
exercise of options at $0.50
per share                        31,650     15,825           -              -

Issuance of common stock for
convertible debentures at
$0.01 per share               2,880,000     28,800           -              -

Issuance of common stock for
convertible debentures at
$0.50 per share               1,294,000    647,000           -              -

Issuance of common stock for
convertible debentures at
$1.00 per share               1,355,437  1,355,437           -              -

Issuance of common stock for
convertible debentures at
$2.00 per share                 237,500    475,000           -              -

Balance Forward              18,063,811 $4,656,112    $      -    $(1,583,981)

The accompanying notes are an integral part of the consolidated financial
statements.
                               F-8
<PAGE>
                   CRYOCON, INC. AND SUBSIDIARY
                  (A Development Stage Company)
Consolidated Statement of Stockholders' Equity (Deficit) (Continued)

                                                                    Deficit
                                                                   Accumulated
                                                    Additional     During the
                                   Common Stock      Paid in       Development
                              Shares        Amount   Capital         Stage
Balance Forward              18,063,811 $ 4,656,112   $      -    $(1,583,981)

Stock issuance costs                  -    (390,708)         -              -

Issuance of common stock for
convertible debentures at
$2.00 per share                 782,118   1,564,236          -              -

Issuance of common stock
upon exercise of options at
$0.50 per share                  13,250       6,625          -              -

Issuance of common stock for
 services at $2.25 per share    300,000     675,000          -              -

Options issued below market
 value                                -     268,110          -              -

Issuance of common stock upon
exercise of options at $0.50
per share                         6,000       3,000          -              -

Issuance of common stock for
services at $3.063 per share      3,658      11,204          -              -

Issuance of common stock for
 services at $2.25 per share     51,000     114,750          -              -

Issuance of common stock for
 services at $2.50 per share    100,000     250,000          -              -

Net loss for the year ended
 March 31, 2001                       -           -          -     (6,095,179)

Balance , March 31, 2001     19,319,837   7,158,329          -     (7,679,160)

Issuance of common stock for
 XTool at $2.37 per share       250,000     593,750          -              -

Issuance of common stock for
 services at $2.10 per share     20,000      42,000          -              -

Issuance of common stock for
 debt at $2.25 per share         25,000      56,250          -              -

Balance Forward              19,614,837 $ 7,850,329   $      -   $ (7,679,160)
The accompanying notes are an integral part of the consolidated financial
statements.
                               F-9
<PAGE>
                   CRYOCON, INC. AND SUBSIDIARY
                  (A Development Stage Company)
Consolidated Statement of Stockholders' Equity (Deficit) (Continued)

                                                                    Deficit
                                                                   Accumulated
                                                    Additional     During the
                                   Common Stock      Paid in       Development
                              Shares        Amount   Capital         Stage
Balance Forward              19,614,837 $ 7,850,329   $      -   $ (7,679,160)

Issuance of common stock for
 services at $2.10 per share    100,000     210,000          -              -

Issuance of common stock for
 warrants exercised at $0.10
 per share.                     150,000      15,000          -              -

Issuance of common stock in
lieu of debt at $2.00 per
share                           139,100     284,392          -              -

Issuance of common stock for
 services at $1.75 per share    100,000     174,750          -              -

Issuance of common stock for
 cash at $1.75 per share         57,000     100,000          -              -

Issuance of common stock for
 warrants exercised at $1.50
 per share                          243         365          -              -

Issuance of common stock for
 services at $0.06 per share    600,000      36,000          -              -

Contributed capital                   -           -    116,000              -

Issuance of common stock for
 services at $0.12 per share    125,000      15,000          -              -

Issuance of common stock for
 services at $0.10 per share     12,500       1,250          -              -

Issuance of common stock for
 debt at $0.09 per share        242,000      21,780          -              -

Contributed capital                   -           -    247,205              -

Net loss for the year ended
 March 31, 2002                       -           -          -     (2,717,455)

Balance, March 31, 2002      21,140,680 $ 8,708,866  $ 363,205   $(10,396,615)
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
                               F-10
<PAGE>
<TABLE>
                  CRYOCON, INC. AND SUBSIDIARIES
                  (A Development Stage Company)
              Consolidated Statements of Cash Flows


<CAPTION>
                                                                     From
                                                                 Inception on
                                                              October 20, 1999
                                       For the Year Ended          through
                                           March 31,               March 31,
                                        2002         2001            2002
<S>                                   <C>          <C>       <C>
CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss                            $(2,717,455)   $(6,095,179) $(10,396,615)
 Adjustments to reconcile net loss
  to net cash used by operating
  activities:
   Amortization and depreciation         642,695        228,999       913,993
  Options and warrants issued below
   market value                                -      1,248,110     1,248,110
  Impairment loss on fixed assets        512,063              -       512,063
  Loss on sale of assets                       -         27,515        27,515
  Bad debt expense                             -         11,000        11,000
  Additional expense recorded on
   convertible debentures                      -              -       514,050
  Common stock issued for services
   rendered                              537,000      1,104,704     2,177,204
 (Increase) decrease in:
  Accounts receivable                     (4,203)       (29,036)      (45,850)
  Deposits and prepaids                   22,512        (34,214)      (11,702)
  Stock deposits                               -        284,391       284,391
  Accounts payable and accrued expenses  804,699        791,492     1,752,216
                                       ---------      ---------    ----------
   Net Cash Used by Operating
   Activities                           (202,689)    (2,462,218)   (3,013,625)
                                       ---------      ---------    ----------
CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase or development of intangibles        -              -      (449,000)
 Equipment purchases                     (41,166)      (156,919)     (421,036)
 Purchase of building                          -              -    (2,050,000)
                                       ---------      ---------    ----------
   Net Cash (Used) by Investing
   Activities                            (41,166)      (156,919)   (2,920,036)
                                       ---------      ---------    ----------
CASH FLOWS FROM FINANCING ACTIVITIES

 Issuance of common stock for cash       100,000         34,200       176,200
 Stock offering costs                          -       (390,708)     (390,708)
 Issuance of notes payable and
   debentures                            147,615      3,415,214     6,668,675
 Payments made on notes payable           (9,826)      (502,360)     (517,592)
                                       ---------      ---------    ----------
   Net Cash Provided by Financing
   Activities                          $ 237,789     $2,556,346    $5,936,575
                                       ---------     ----------    ----------
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
                               F-11
<PAGE>
<TABLE>
                  CRYOCON, INC. AND SUBSIDIARIES
                  (A Development Stage Company)
        Consolidated Statements of Cash Flows (Continued)
<CAPTION>
                                                                     From
                                                                 Inception on
                                                              October 20, 1999
                                                                   through
                                           March 31,               March 31,
                                        2002         2001            2002
<S>                                   <C>          <C>       <C>
NET INCREASE IN CASH AND CASH
 EQUIVALENTS                         $     (6,066)      (62,791)        2,914

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD                        8,980        71,771             -
                                     ------------     ---------    ----------
CASH AND CASH EQUIVALENTS AT
 END OF PERIOD                       $      2,914     $   8,980    $    2,914

CASH PAID FOR:

 Interest                            $      4,414     $ 115,611    $  123,969
 Income taxes                        $          -     $       -    $        -

SCHEDULE OF NON-CASH FINANCING ACTIVITIES:

 Common stock issued for services    $    537,000     $1,104,704   $2,177,204
 Vehicles purchased under notes
  payable                            $          -     $   65,549   $   65,549
 Common stock issued in conversion
  Of convertible debentures          $          -     $4,070,473   $4,070,473
 Common stock issued in
  extinguishment of debt             $    642,356     $        -   $  642,356
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
                               F-12
<PAGE>

                        CRYOCON, INC. AND SUBSIDIARY
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                     March 31, 2002 and 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       a.  General Information

       The consolidated financial statements presented are those of Cryocon,
       Inc. (Cryocon Colorado) and its wholly-owned subsidiary, Cryocon,
       Inc. (Cryocon Utah).  Collectively they are referred to herein as
       "the Company".

       Cryocon Colorado was incorporated on April 28, 1986 under the laws of
       the State of Colorado, under the name Champion Computer Rentals, Inc.
       Effective September 21, 1994, the name was changed to ISO Block
       Products USA, Inc.  As part of the reorganization with Cryocon Utah,
       the name was changed to Cryocon, Inc. on September 21, 2000.

       Cryocon Utah was organized under the laws of the State of Utah on
       October 20, 1999.  The Company is engaged in the study of extremely
       low temperatures and how materials react to those temperatures and
       treating various materials with those temperatures to improve their
       characteristics.

       On August 16, 2000, Cryocon Colorado and Cryocon Utah completed an
       Agreement and Plan of Reorganization whereby Cryocon Colorado issued
       44,000,000 shares (11,000,000 shares post-split) of its common stock
       is exchange for all of the outstanding common stock of Cryocon Utah.

       The acquisition was accounted for as a recapitalization of Cryocon
       Utah because the shareholders of Cryocon Utah controlled the Company
       after the acquisition.  Therefore, Cryocon Utah is treated at the
       acquiring entity.  There was no adjustment to the carrying value of
       the assets of liabilities of Cryocon Utah in the exchange.  Cryocon
       Colorado is the acquiring entity for legal purposes and Cryocon Utah
       is the acquiring entity for accounting purposes.  On September 21,
       2000, the shareholders of the Company authorized a reverse stock
       split of 1-for-4.  All references to shares of common stock have been
       retroactively restated.

       b.  Accounting Method

       The Company's consolidated financial statements are prepared using
       the accrual method of accounting.  The Company has elected a March 31
       year end.

       c.  Basic Loss Per Share

       The computation of basic loss per share of common stock is based on
       the weighted average number of shares outstanding during the period
       of the consolidated financial statements.  Common stock equivalents,
       consisting of stock options and warrants, have not been included in
       the calculation as their effect is antidilutive for the periods
       presented.
                               F-13
<PAGE>
                   CRYOCON, INC. AND SUBSIDIARY
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                     March 31, 2002 and 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       c.  Basic Loss Per Share (Continued)

                                           For the Year Ended
                                             March 31, 2002
                                      Loss        Shares    Per Share
                                  (Numerator) (Denominator)  Amount

                                  $(2,717,455)  20,302,690  $(0.13)

                                           For the Period Ended
                                              March 31, 2001
                                      Loss        Shares    Per Share
                                  (Numerator) (Denominator)  Amount

                                  $(6,095,179)  12,538,082  $(0.49)

       d.  Provision for Taxes

       At March 31, 2002, the Company has net operating loss carryforwards
       of approximately $6,971,711 that may be offset against future taxable
       income through 2022.  No tax benefit has been reported in the
       consolidated financial statements because the potential tax benefits
       of the net operating loss carryforwards are offset by a valuation
       allowance of the same amount.

       The income tax benefit differs from the amount computed at federal
       statutory rates of approximately 38% as follows:
                                              For the Years Ended
                                                      March 31,
                                              2002              2001

       Income tax benefit at statutory rate  $ 1,032,633  $ 2,316,100
       Change in valuation allowance          (1,032,633)  (2,316,100)
                                             $         -            -

       Deferred tax assets (liabilities) are comprised of the following:

                                              For the Years Ended
                                                      March 31,
                                              2002              2001

       Income tax benefit at statutory rate  $ 2,649,250   $ 1,616,617
       Change in valuation allowance          (2,649,250)   (1,616,617)
                                             $         -             -
                               F-14
<PAGE>
                   CRYOCON, INC. AND SUBSIDIARY
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                     March 31, 2002 and 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       d.  Provision for Taxes (Continued)

       Due to the change in ownership provisions of the Tax Reform Act of
       1986, net operating loss carryforwards for Federal income tax
       reporting purposes are subject to annual limitations.  Should a
       change in ownership occur, net operating loss carryforwards may be
       limited as to use in future years.

       e.  Cash Equivalents

       The Company considers all highly liquid investment with a maturity of
       three months or less when purchased to be cash equivalent.

       f.  Principles of Consolidation

       The consolidated financial statements include those of Cryocon, Inc.
       (Cryocon Colorado) and it's wholly-owned subsidiary, Cryocon, Inc.
       (Cryocon Utah) and XTool, Inc.  All significant intercompany accounts
       and transactions have been eliminated.

       g.  Revenue Recognition

       Revenue is recognized on an accrual basis when the product is shipped.

       h.  Property and Equipment

       Property and equipment are stated at cost with depreciation and
       amortization computed on the straight-line method.  Property and
       equipment are depreciated over the following estimated useful lives:
                                                  Years

             Office furniture                   5-10
             Machinery and equipment            5-10
             Building                           39.5
             Vehicles                           5

       i.  Patents, Trademarks and Licenses

                                                                 Net Book
                                                                  Value
                                  Term     Cost   Amortization     2002

       Product rights          5 years  $100,000   $ 46,666      $   53,334
       Customer lists, patents
         and trademarks        5 years   349,000    162,867         186,133
                                        $449,000   $209,533      $  239,467
                               F-15
<PAGE>
                   CRYOCON, INC. AND SUBSIDIARY
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                     March 31, 2002 and 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       i.  Patents, Trademarks and Licenses (Continued)

       Product rights, customer lists, patents and trademarks have been
       capitalized and amortized over five years using a straight line
       method.  The total amortization of production costs for the years
       ended March 31, 2002 and 2001 amounted to $89,800 and $89,800,
       respectively.

       The Company evaluates the recoverability of intangibles and reviews
       the amortization period on an annual basis.  Several factors are used
       to evaluate intangibles, including, but not limited to, management's
       plans for future operations, recent operating results and projected,
       undiscounted cash flows.

       j.  Accounts Receivable

       Accounts receivable are shown net of the allowance for doubtful
       accounts of $23,875 as of March 31, 2002.

       k.  Equity Securities

       Equity securities issued for services rendered have been accounted
       for at the fair market value of the securities on the date of
       issuance.

       l. Production Costs

       The Company classifies the costs of planning, designing and
       establishing the technological feasibility of development costs and
       charges those costs to expense when incurred.  Costs of maintenance
       and customer support are charged to expense when costs are incurred.

       m. Advertising

       The Company follows the policy of charging the costs of advertising
       to expense as incurred.

       n.  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.
                               F-16
<PAGE>
                   CRYOCON, INC. AND SUBSIDIARY
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                     March 31, 2002 and 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       o.  Change in Accounting Principles

       The Company has adopted the provisions of FASB Statement No. 138
       "Accounting for Certain Derivative Instruments and Hedging
       Activities, (an amendment of FASB Statement No. 133.)" Because the
       Company had adopted the provisions of FASB Statement No. 133, prior
       to June 15, 2000, this statement is effective for all fiscal quarters
       beginning after June 15, 2000.  The adoption of this principle had no
       material effect on the Company's consolidated financial statements.

       The Company has adopted the provisions of FASB Statement No. 140
       "Accounting for Transfers and Servicing of Financial Assets and
       Extinguishments of Liabilities (a replacement of FASB Statement No.
       125.)"  This statement provides accounting and reporting standard for
       transfers and servicing of financial assets and extinguishments of
       liabilities.  Those standards are based on consistent application of
       a financial-components approach that focuses on control.  Under that
       approach, the transfer of financial assets, the Company recognized
       the financial and servicing assets it controls and the liabilities it
       has incurred, derecognizes financial assets when control has been
       surrendered, and derecognizes liabilities when extinguished.  This
       statement provides consistent standards for distinguishing transfers
       of financial assets that are sales from transfers that are secured
       borrowings.  This statement is effective for transfers and servicing
       of financial assets and extinguishments of liabilities occurring
       after March 31, 2001.  This statement is effective for recognition
       and reclassification of collateral and for disclosures relating to
       securitization transactions and collateral for fiscal years ending
       after December 15, 2000.  The adoption of this principle had no
       material effect on the Company's consolidated financial statements.

       The Company has adopted the provisions of FIN 44 "Accounting for
       Certain Transactions Involving Stock Compensation (an interpretation
       of APB Opinion No. 25.)"  This interpretation is effective July 1,
       2000.  FIN 44 clarifies the application of Opinion No. 25 for only
       certain issues.  It does not address any issues related to the
       application of the fair value method in Statement No. 123.  Among
       other issues, FIN 44 clarifies the definition of employee for
       purposes of applying Opinion 25, the criteria for determining whether
       a plan qualifies as a noncompensatory plan, the accounting
       consequence of various modifications to the terms of a previously
       fixed stock option or award, and accounting for an exchange of stock
       compensation awards in a business combination.  The adoption of this
       principle had no material effect on the Company's consolidated
       financial statements.

       p.  Stock Options

       The company applies Accounting Principles Board ("APB") 25,
       "Accounting for Stock Issued to Employees," and related
       interpretations in accounting for all stock option plans.  Under APB
       25, compensation cost is recognized for stock options granted to
       nonemployees when the option price is less than the market price of
       the underlying common stock on the date of grant.
                               F-17
<PAGE>
                   CRYOCON, INC. AND SUBSIDIARY
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                     March 31, 2002 and 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       p.  Stock Options (Continued)

       FASB Statement 123, "Accounting for Stock-Based Compensation" (ASFAS
       No. 123"), requires the Company to provide proforma information
       regarding net income (loss) and net income (loss) per share as if
       compensation costs for the Company's stock option plans and other
       stock awards had been determined in accordance with the fair value
       based method prescribed in SFAS No. 123.  The Company estimates the
       fair value of each stock award at the grant date by using the Black-
       Scholes options pricing model using the following assumptions.  The
       U.S. Treasury rate for the period equal to the expected life of the
       options was used as the risk-free interest rate.  The expected life
       of the options is one to five years.  The volatility used was 586.91%
       based upon the historical price per share of shares sold.  There are
       no expected dividends.

       Under the accounting provisions of SFAS 123, the Company's net loss
       for the years ended March 31, 2002 and 2001 would have changed from
       the reported net loss as follows:
                                               2002         2001


       Net loss:
            As reported                    $(2,375,953)   $(6,095,179)
            Pro forma                       (3,488,453)   (13,266,172)

       Net loss per share:
            As reported                    $     (0.12)   $     (0.49)
            Pro forma                            (0.17)         (1.06)

       Pursuant to SFAS 123, additional expense of $1,248,110 was recorded
       during the year ended March 31, 2001 as a result of options and
       warrants granted below market value to non-employees.  As of March
       31, 2002 options granted in previous period were either exercised or
       expired.  No warrants or options were issued to non-employees at
       March 31, 2002

NOTE 2 - PROPERTY AND EQUIPMENT

       Property and equipment as of March 31, 2002 and 2001 are detailed in
       the following summary:

                                                       Net Book   Net Book
                                       Accumulated  Value   Value
                                Cost  Depreciation  2002     2001

       Office furniture and
        fixtures             $167,059  $  68,567      $98,492     $  198,057
       Vehicles                     -          -            -         24,455
       Machinery and equipment 57,046     19,658       37,388        277,408
       Building and land            -          -            -      1,750,870
                   Total     $224,105  $  88,225     $135,880     $2,250,790
                               F-18
<PAGE>
                   CRYOCON, INC. AND SUBSIDIARY
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                     March 31, 2002 and 2001

NOTE 2 - PROPERTY AND EQUIPMENT (Continued)

       Depreciation expense is computed principally on the straight-line
       method in amounts sufficient to write off the cost of depreciable
       assets over their estimated useful lives.  Depreciation expense for
       the years ended March 31, 2002 and 2001 amounted to $120,793 and
       $139,199 respectively.

NOTE 3 - NOTES PAYABLE - RELATED PARTY

       Notes payable - related party as of March 31, 2002 and 2001 is
       detailed in the following summary:
                                                                March 31,
                                                             2002      2001

       Note payable to shareholder with an interest rate of
        9.5%; unsecured; is due on demand.                7,000          -

       Note payable to a shareholder with an
        interest rate of 8%; secured by stock;
        is due on demand.                              $ 10,000    $141,964

       Convertible debenture with a shareholder and former
        CEO, interest at 10%, convertible into 2,002,523
        shares of common stock.                          50,000      50,000

           Less: current portion                        (17,000)   (191,964)

           Long-term portion                          $  50,000           -
                               F-19
<PAGE>
                   CRYOCON, INC. AND SUBSIDIARY
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                     March 31, 2002 and 2001

NOTE 4 - LONG-TERM DEBT

   Notes payable as of March 31, 2002 and 2001 are detailed in the following
   summary:

                                                             March 31,
                                                           2002        2001

   Note payable to an individual; includes interest at 18%;
    due April 8, 2001, secured by processor.               $    -   $  30,000


   Notes payable to an individual, originally due on February
    28, 2001, includes interest at 12%, secured by land,
    currently in default (see note below).                      -     100,000

   Notes payable to an individual, due April 30, 2001, non-
    interest bearing, unsecured.                                -     100,000

   Note payable to a company, originally due February
    28, 2001, interest at 8.5% through February 28, 2001,
    interest at 15% once in default, interest only payments
    were due monthly through February 28, 2001, currently
    in default, secured by building (see note below).           -   1,350,000

   Convertible debentures to a company, due on demand
    includes interest at 8%.                                    -           -

   Balance Forward                                    $         - $ 1,580,000
                               F-20
<PAGE>
                   CRYOCON, INC. AND SUBSIDIARY
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                     March 31, 2002 and 2001

NOTE 4 - LONG-TERM DEBT (Continued)

                                                        March 31,
                                                    2002        2001


       Balance Forward                                $         - $ 1,580,000

       Note payable to a company, includes interest at 21%
        originally due March 2005, secured by vehicle.          -           -

       Note payable to an individual, includes interest
        at 8%, payments of $3,117 due monthly, due
        December 31, 2006, secured by intangible assets.  170,857     170,857

           Total long-term debt                           170,857   1,750,857
           Less: current portion                          (25,874) (1,603,891)
           Long-term portion                         $    144,983 $   146,966

       The Company is currently working on negotiations to restructure the
       long-term debt that is in default.  These negotiations on payment
       plans were not finalized as of the date of our audit report.
       Accordingly, amounts in default are being shown as current
       liabilities until the agreements are finalized.

       Maturities of long-term debt are summarized below:

                                             Year Ended
                                             March 31,            Amount


                                             2003     $             25,874
                                             2004                   28,021
                                             2005                   30,347
                                             2006                   32,866
                                             2007                   29,857
                                             2008                   23,892

                                             Total    $            170,857
                               F-21
<PAGE>
                   CRYOCON, INC. AND SUBSIDIARY
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                     March 31, 2002 and 2001


NOTE 5 - ACCRUED EXPENSES

       Accrued expenses as of March 31, 2002 and 2001 are summarized as
follows:

                                              2002              2001

           Accrued wages and consulting    $  580,306    $ 340,546
           Payroll taxes                      139,989      156,167
           Accrued interest                    39,977       81,501
           Other                              460,553       27,751

           Total Accrued Expenses          $1,220,825    $ 605,965

NOTE 6 -   COMMON STOCK

       The Company is authorized to issue 50,000,000 shares of common stock
       with no par value.  In November of 1999, 10,225,000 shares were
       issued as founders shares to officers for the transfer of intangible
       assets and services valued at predecessor cost of $-0-.  The Company
       issued an additional 775,000 shares of common stock during the year
       ended March 31, 2000 for cash and services at prices ranging from
       $0.50 to $1.00 per share.

       On February 9, 2001, the Company entered into an agreement with
       Citizen Asia Pacific, Ltd. to promote the Company in Asia and other
       non-US markets.  The Company issued 300,000 shares of common stock
       valued at $675,000 for their consulting fees.  On the same date, the
       Company entered into an agreement with an individual to promote the
       Company in Europe.  The Company has agreed to issue 20,000 shares of
       common stock valued at $45,000 for the consulting fee.  The $45,000
       fee has been included in accrued expenses as of March 31, 2001, until
       the shares are issued.

       On January 12, 2001, the Company issued warrants to its shareholders
       to purchase 3,714,585 shares of common stock.  The exercise price for
       the warrants is eighty (80%) percent of the market price of the
       Company's common stock on the day immediately prior to the day that
       the shareholders elect to exercise the warrants, with a minimum
       exercise price of $2.00 per share.  The shares to be issued pursuant
       to the exercise of the warrants are not to be issuable until after
       the effective date of the Company's registration statement originally
       filed February 9, 2001, which includes the issuance of the underlying
       shares of common stock.  The warrants are valued pursuant to the
       Black-Scholes pricing model.  Pursuant to EITF 98-5 "Convertible
       Securities with Beneficial Conversion Features", the conversion
       feature is measured at the commitment date but not recognized until
       the contingency is resolved.  Accordingly, the Company has not
       recorded any additional expense from the granting of the warrants
       until the Company's registration statement becomes effective.
                               F-22
<PAGE>
                   CRYOCON, INC. AND SUBSIDIARY
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
March 31, 2002 and 2001


NOTE 6 - COMMON STOCK (Continued)

       On February 16, 2001, the Company entered into a written agreement
       with Millennium Capital, granting Millennium the right to purchase up
       to 1,500,000 shares of the Company's outstanding common shares, at a
       price that is eighty percent (80%) of the market price of the
       Company's common stock on the business day immediately prior to the
       day that Millennium purchases the shares.  The written agreement was
       executed after the filing of the registration statement originally
       filed on February 9, 2001.  The Company believes that the written
       offer to sale the shares of common stock was exempt from registration
       under the Securities Act pursuant to Section 4(2) thereof.  The
       Securities and Exchange Commission, however, indicated in its
       comments to the second amendment to the registration statement that
       the written offer to sell the shares to Millennium Capital may have
       been made in violation of section 5.  To the Company's knowledge,
       management of the investor is sophisticated in financial investments
       and received a variety of financial and other information about the
       Company in connection with its due diligence.  No public solicitation
       or general advertising was done in connection with the issuance of
       options.  The Company did not pay any fees or commissions in
       connection with this sale.

       From February 16, 2001 to March 1, 2001, the Company sold 139,100
       restricted shares of common stock to eight individuals, five current
       shareholders and three new investors at a price of $2.00 per share.
       The Company received $278,200 in gross proceeds from the sale of the
       restricted shares.  The Company believes that the sale of these
       shares was exempt from registration under the Securities Act pursuant
       to Section 4(2) thereof.  The sale of the shares occurred after
       filing of the registration statement on February 9, 2001.  As
       shareholders prior to the investment, these investors received the
       Company reports filed pursuant to the Exchange Act, and were familiar
       with the Company operations and financial condition.  No public
       solicitation or general advertising was done in connection with this
       sale.  The Company did not pay any fees or commissions in connection
       with this sale.  The Securities and Exchange Commission, however,
       indicated in its comments to the second amendment to the registration
       statement that the sale of the shares after filing the registration
       statement may have been made in violation of section 5.

       Based on comments received by the SEC, the Company believes the
       issuance or sale of these securities may have been in violation of
       the Securities Act of 1933, as amended.  Accordingly, the Company may
       be liable to the offerees.  The Company has offered to rescind the
       prior sales and issuances by offering to repurchase the securities
       from the offerees as follows:

 1.    The Company will pay the shareholders owning the 139,100 shares of
       common stock, which elect to accept the rescission offer, $2.00 per
       share, plus an amount equal to the interest thereon, at the
       appropriate statutory rate from the date of issuance of the
       securities until the expiration of the rescission offer.  As of March
       31, 2002, the 139,100 shares of common stock were reissued for funds
       previously received.
                               F-23
<PAGE>
                   CRYOCON, INC. AND SUBSIDIARY
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                     March 31, 2002 and 2001


NOTE 6 - COMMON STOCK (Continued)

   2.  Since the 3,714,585 warrants mentioned above were issued without
       payment of cash, or any other consideration, the Company will pay the
       option holders, which elect to accept the rescission offer, $0.005
       per warrant.  The Company's aggregate liability for the rescission
       offer of the warrants is $6,191, although considered unlikely.

   3.  The potential liability of this recission offer is approximately
       $284,391 as of March 31, 2001.  This amount has been accrued as
       "stock deposits" until the Company has determined whether or not they
       will be required to repay the shareholders.  If the shareholders do
       not accept the recission offer, the Company will issue the
       corresponding shares and record the original funds received as
       equity.

       The rescission offer will expire on the later of (1) June 30, 2001
       (30 days after the Effective Date of the Registration), or 30 days
       after the date each offeree received the Prospectus (the "Expiration
       Date").  The recission offer does not apply to any of the Company's
       other securities.

       The Company may be liable to certain shareholders for claims of
       violations of state or federal securities laws related to these
       recission offers.  Other than the $284,391 accrued as mentioned
       above, no additional liability had been recorded by the Company as of
       March 31, 2001 since any additional amount of shareholder claim
       cannot currently be determined or estimated.

       On July 12, 2002, the Company withdrew the offer and does not intend
       to pursue the sale.

       The Company has not contractually arranged financing, by underwriters
       or otherwise,  of the repurchase of the subject securities from
       offerees who accept the rescission offer.  Upon acceptance of the
       rescission offer by the offerees, the Company will attempt to arrange
       financing or underwriting of the rescission or purchase back the
       subject securities with operating capital.  Assuming the rejection of
       the rescission offer by Millennium Capital, the Company is confident
       that it will have sufficient capital necessary to fund the rescission
       offer.

       While the Company's management believes that it will be able to
       arrange for financing or underwriting of the rescission offer, the
       Company shall retain the right, on or before the expiration date, to
       declare the entire rescission offer ineffective and return all
       completed elections, together with the certificates or other
       instruments representing the rescission securities, to the offerees
       who accepted the rescission offer.

       During the year ended March 31, 2001, the Company issued 68,400
       shares of common stock upon exercise of stock options at $0.50 per
       share.  The Company also issued 164,658 shares of common stock during
       the year ended March 31, 2001 for services rendered valued at prices
       ranging from $2.25 to $5.375 per share.
                               F-24
<PAGE>
                   CRYOCON, INC. AND SUBSIDIARY
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                     March 31, 2002 and 2001

NOTE 6 - COMMON STOCK (Continued)

     The Company entered into certain Securities Purchase Agreements and
     convertible debentures with Paragon Venture Capital Fund during the
     years ended March 31, 2000 and 2001, and issued a total of 6,549,055
     shares of common stock at prices ranging from $0.01 to $2.00 per
     share for total proceeds of $4,070,473.  The Company recorded
     additional interest expense of $514,050 for the year ended March 31,
     2000 pursuant to EITF 98-5 as a result of the convertible debentures
     issued below the market value of the shares on the date the
     agreements were entered into.

     On April 11, 2001, 20,000 shares of common stock was issued to two
     employees for bonuses at a price of $2.10 per share or a value of
     $42,000.

     On May 4, 2001, a shareholder was issued 25,000 shares of common stock at
     $2.25 per share for payment of a debt of $56,250 owed to the shareholder.

     On June 11, 2001, 100,000 shares of common stock at a price of $2.10 per
     share was issued to Citizen Asia as part of an ongoing service contract
     in which the company will issue shares to Citizen Asia from time to time
     for services rendered not to exceed 300,000 shares.

     On June 28, 2001, an employee holding 1,000,000 options elected to
     exercise 158,824 options in return for 150,000 shares of common stock
     exercised at a price of $.10 per share or $15,000.

     On August 3, 2001, 100,000 shares of common stock at a price of $1.75 per
     share was issued to Citizen Asia as part of an ongoing service contract
     in which the company will issue shares to Citizen Asia from time to time
     for services rendered not to exceed 300,000 shares.  In a separate
     transaction Citizen Asia purchased 57,000 shares of common stock at a
     price of $1.75 for cash of $100,000.

     On August 9, 2001, a warrant shareholder elected to exercise warrants
     receiving 243 shares of common stock at an exercise price of $1.50 per
     share or $365.

     On October 5, 2001, a shareholder was issued 600,000 shares of common
     stock for payment of  $152,000 in services rendered to the company.  At
     the time share were issued the market price of the stock was $.06 per
     share or $36,000.  The remaining $116,000 will be shown as  forgiven or
     contributed by the shareholder .

     On March 1, 2002, two shareholders were issued  a total of 125,000 shares
     of common stock at $.12 per share for services rendered.  The issuances
     were issued for 25,000 and 100,000 shares.

     On March 25, 2002, a shareholder was issued 12,500 shares of common stock
     at a price of $.10 per share for services rendered.


     On March 29, 2002, a shareholder and former officer was issued 142,000
     shares of common stock  for payment of a $168,985 debt owed from the
     company.  At the time share were issued the market price of the stock was
     $.09 per share or $12,780.  The remaining $156,205 forgiven by the
     shareholder, will be shown as contributed capital.
                               F-25
<PAGE>
                   CRYOCON, INC. AND SUBSIDIARY
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                     March 31, 2002 and 2001

NOTE 6 -  COMMON STOCK (Continued)

       On March 29, 2002 a shareholder was issued 100,000 shares of common
       stock for payment of a $100,000 debt owed from the company.  At the
       time shares were issued the market price of the stock was $.09 per
       share or $9,000.  The remaining $91,000, forgiven by the shareholder,
       will be shown as contributed capital .

NOTE 7 - STOCK OPTIONS AND WARRANTS

       Stock Options

       A summary of the status of the Company's stock options as of March
       31, 2002 and changes during the year ending March 31, 2002 are
       presented below:

                                                    Weighted     Weighted
                                                     Average     Average
                                                    Exercise     Grant Date
                                         Options       Price     Fair Value

       Outstanding, March 31, 2001         3,380,817  $ 1.11     $0.00
           Granted                         1,050,000    0.04      1.23
           Expired/Canceled               (1,118,158)      -         -
           Exercised                        (158,824)   0.10         -

       Outstanding, March 31, 2002         3,153,835  $ 0.35     $0.53

       Exercisable, March 31, 2002         2,353,835  $ 0.47     $1.77

       The total amount of outstanding stock options at March 31, 2002 is
       summarized as follows:
               Shares                      Price                 Expiration
                      841,176         $               .10    December 31, 2005
                       30,000         $              1.00    October 6, 2003
                       30,000         $              1.00    December 15, 2003
                       50,000            Note 1(b)           Note 1(a)
                       60,000            Note 1(b)           Note 1(a)
                      500,000         $              1.50    December 31, 2005
                      500,000         $               .10    February 5, 2006
                      250,000         $               .05    Note 1(a)
                      250,000         $               .05    Note 1(a)
                      150,000         $               .05    Note 1(a)
                      150,000         $               .05    Note 1(a)
                      250,000         $              0.00    April 25, 2006
                       92,659         $              1.00    January 1, 2004
                    3,153,835

                               F-26
<PAGE>
                   CRYOCON, INC. AND SUBSIDIARY
             (Formerly ISO Block Products USA, Inc.)
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                     March 31, 2002 and 2001


NOTE 7 - STOCK OPTIONS AND WARRANTS (Continued)

       Stock Options (Continued)

       Note 1(a):  These options expire 180 days following termination of
                   employment with the Company.
       Note 1(b):  The exercise price for these options is $1.50 per share
                   for the first vesting and 80% of the average market value
                   for the month of December preceding the additional
                   vesting dates.

       Stock Warrants

       A summary or the status of the Company's stock warrants as of March
       31, 2002 and changes during the year ended March 31, 2002 are
       presented below:

                                                    Weighted     Weighted
                                                     Average     Average
                                                    Exercise     Grant Date
                                         Warrants      Price     Fair Value


       Outstanding, March 31, 2001        5,214,585   $ 0.03     $     .41
           Granted                        3,700,000   $ 0.80     $     .81
           Expired/canceled              (5,214,585)      -              -
           Exercised                              -       -              -

       Outstanding, March 31, 2002        3,700,000   $ 0.80     $    0.81

       Exercisable, March 31, 2002        3,700,000   $ 0.80     $    0.81

       As discussed in Note 6, the Company issued warrants to its
       shareholders to purchase 3,714,585 shares of common stock.  As of
       March 31, 2001, the measurement date on the warrants was not
       established pending the effective date of the registration statement,
       registering the underlying shares to be issued.  Accordingly, at
       March 31, 2001, there was no exercise price or weighted average grant
       date fair value.  An additional 1,500,000 warrants were granted to a
       consultant and an employee during the year ended March 31, 2001,
       exercisable at $0.10 per share and expire on December 31, 2005.
                               F-27
<PAGE>
                   CRYOCON, INC. AND SUBSIDIARY
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                     March 31, 2002 and 2001

NOTE 8 - GOING CONCERN

       The Company's consolidated financial statements are prepared using
       generally accepted accounting principles applicable to a going
       concern which contemplates the realization of assets and liquidation
       of liabilities in the normal course of business.  However, the
       Company does not have significant cash or other material assets, nor
       does it have an established source of revenues sufficient to cover
       its operating costs and to allow it to continue as a going concern.
       It is the intent of the Company to raise additional funds through
       investors funding until revenues are sufficient to cover its
       operating costs and allow it to continue as a going concern.  It is
       the intent of that company to raise additional funds through investor
       funding until revenues are sufficient to cover the operating
       expenses.  Until that time, the stockholders have committed to
       covering the operating costs of the Company.

       Additionally, the Company is registering a rescission offer
       concerning certain securities that may have been offered or issued in
       violation with state and/or federal securities laws (see Note 6).
       There are no assurances that (1) the existing stockholders and
       warrant holders subject to rescission will elect to retain their
       stock ownership and stock warrants and (2) the Company will be able
       to raise additional working capital through either private placements
       or public offerings.  To the extent that funds generated from
       operations, standby investors and any private placements or public
       offerings are insufficient, the Company will have to raise additional
       working capital.  No assurance can be given that additional financing
       will be available, or if available, will be on terms acceptable to
       the Company.  If adequate working capital is not available, the
       Company may be required to curtail its operations.

       This rescission raises substantial doubt about the Company's ability
       to continue as a gong concern.  The consolidated financial statements
       do not include any adjustments relating  to the recoverability and
       classification of asset carrying amounts or the amount and
       classification of liabilities that might be necessary should  the
       Company be unable to continue as a going concern.
                               F-28
<PAGE>
                   CRYOCON, INC. AND SUBSIDIARY
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                     March 31, 2002 and 2001


NOTE 9 - MATERIAL EVENTS

       On March 30, 2001, the Company entered into an agreement with XTool,
       Inc., a Utah Corporation, to exchange all of the outstanding shares
       of XTool, Inc. for 250,000 shares of the Company's outstanding stock.
       The agreement was effective as of April 3, 2001 when the 250,000
       shares were distributed equally to the four stockholders of XTool,
       Inc. XTool, Inc. is a development stage company which has developed
       tooling to be sold in the petroleum, mining and horizontal drilling
       industries.  These tools are unique in the industry and are
       cryogenically treated.

       As part of the acquisition, the Company committed to a minimum of
       $250,000 of capital contribution to the new subsidiary.  In addition
       to other compensation, each officer of the new subsidiary will
       receive stock options to purchase 100,000 shares of the Company's
       common stock.  The options will vest 50,000 shares on the anniversary
       of the acquisition for two years.  The exercise price of the options
       will be $1.50 per share for the first vesting and eighty percent
       (80%) of the average stock price for the month of December preceding
       the date of vesting for the second vesting shares.

       On June 4, 2001, the note holder of the $1,350,000 promissory note
       filed a Notice of Default with the County Recorder in an effort to
       commence foreclosure on the trust deed on the Company's current
       administrative and operational facility.  The promissory note was
       originally due February 28, 2001.

NOTE 10 - CONTINGENCIES

       On August 7, 2001, we were served with legal process in a collection
       action by Rushford/Ross Advertising Agency claiming a debt owed in
       the amount of $7,709.26, interest and costs in collection.  On
       November 20, 2001 the court awarded a Judgment and Notice of Lien for
       the total amount plus attorney's fees and costs.

       On June 26, 2001, Cryocon was served with a legal process in the
       collection of an outstanding payable to Staffing Solutions Southwest,
       Inc., d/b/a Staffing Solutions in the amount of $5,922.76.  Venue for
       this claim was in Dallas, Texas.

       On October 24, 2001, Cryocon was served with a legal process in the
       collection of an outstanding payable to Reed Exhibition Companies in
       the amount of $2,882.50.

       On January 28, 2002, Cryocon along with Brian Morrison, CEO, was
       served with a legal process for breach of contract by North Coast
       Investment.  The amount of the claim was $70,000.  Cryocon has
       retained an attorney in Illinois and is preparing to a counter suit.

       All the above contingencies have been accrued due to the uncertain
       outcome.
                               F-29
<PAGE>
Item 8. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure.
Since inception, we have had not had any disagreements with our accountants.

                             PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.

Each of our directors is elected at the annual meeting of stockholders and
serves until the next annual meeting and until his or her successor is elected
and qualified, or until his or her earlier death, resignation or removal. No
compensation is currently paid to directors for their service on the Board
though the non-officer directors are reimbursed for travel and other direct
expenses in attending meetings of the Board.

No Committees of the Board of Directors.
We do not currently have standing audit, nominating and compensation
committees of our Board of Directors or committees performing similar
functions.

Meetings of the Board of Directors.
We had no meetings of our Board of Directors during the Fiscal Year ended
March 31, 2002.

Significant Employees.
Other than the employees described under "Employees",  none of our employees
are expected to make a significant contribution.

Family Relationships.
There are no family relationships among our officers, directors, or persons
nominated for such positions.

Legal Proceedings.
None of our officers, directors, or persons nominated for such positions and
none of our promoters or significant employees have been involved in legal
proceedings that would be material to an evaluation of our management.

Compliance with Section 16(a) of the Securities Exchange Act of 1934 requires
our Directors and executive officers and persons who own more than ten percent
(10%) of a registered class of our equity securities to file with the SEC
initial reports of ownership and reports of changes in ownership of our common
stock and our other equity securities.  Officers, Directors and greater than
ten percent (10%) shareholders are required by SEC regulations to furnish us
with copies of all Section 16(a) forms they filed.  To our knowledge, none of
our Officers, Directors of shareholders were delinquent in any necessary
filings under Section 16(a).
                                20
<PAGE>
The following table sets forth the names and ages of our Directors and
Officers, the principal offices and positions with us held by such persons.
Our executive officers are elected annually by our Board of Directors.  Our
Directors serve one year terms until their successors are elected.  The
executive officers serve terms of one year or until their death, resignation
or removal by the Board of Directors.

NAME                  AGE                 POSITION                      TERM
J. Brian Morrison     44    Chairman of Board/Chief Executive Officer  3 Years
Sterling Redfern      68    Director                                   None
Dr. Richard Lindstrom 55    Director                                   3 Years
James Cundiff         56    Director/Corporate Secretary               None
Vaughn P. Griggs      59    Chief Financial Officer-Treasurer          None
P. Clay Thomas        52    Director                                   3 Years

J. Brian Morrison has been our Chairman of the Board and Chief Executive
Officer since March 2001.  From May 1998 to July 2000, Mr. Morrison was the
Vice President of Oklahoma and BOSC Securities, a registered securities
broker-dealer firm  located in Tulsa, Oklahoma.  From January 1986 to August
1997, Mr. Morrison was an Investment Banker for Stephens, Inc., an investment
banking firm located in Little Rock, Arkansas.

Sterling Redfern has been our Director since March 16, 2001.  Apart from
serving as our Director, Mr. Redfern has been retired from December 1993 to
the present.  From June 1960 to December 1993, Mr. Redfern was the
President/Chief Executive Officer of  Educational Employees Credit Union
(EECU) located in Bridgeton, Missouri.  In 1955, Mr. Redfern received a
Bachelors of Arts Degree in Mathematics from Arkansas State University,
located in Jonesboro, Arkansas.

Dr. Richard Lindstrom has been our Director since April 4, 2001.  From
February 1999 to present, Dr. Lindstrom has served on the Board of Directors
of the American College of Eye Surgeons located in Fort Myers, Florida. From
June 1998 to present, Dr. Lindstrom has served as Medical Editor of Refractive
Eyecare for Ophthalmologists, a periodical firm located in New York City, New
York.  From January 1998 to present, Dr. Lindstrom has served as a Medical
Director for IR Vision, a medical investment firm located in San Jose,
California.  From September 1997 to present, Dr. Lindstrom has served as
Secretary for International Intro-Occular Implant Club, a medical association
located in Wayzata, Minnesota.  In June 1971, Dr. Lindstrom received a
Bachelor of Arts Degree from the University Of Minnesota College Of Liberal
Arts located in Minneapolis, Minnesota.  In August 1972, Dr. Lindstrom
received a Bachelor of Science and a Doctor of Medicine from University of
Minnesota College of Medicine located in Minneapolis, Minnesota.
                                21
<PAGE>
James Cundiff has been our Corporate Secretary/Director since March 16, 2001.
Since June 1995, Mr. Cundiff has been the Vice President of Telequest, Inc., a
telecommunications consulting firm  located in Show Low, Arizona.  In 1971,
Mr. Cundiff received a Bachelor of Science Degree in Business Administration
from the University of California located in Humbolt, California.

Vaughn P. Griggs has been our Chief Financial Officer since April 2000.  From
August 1993 to April 2000, Mr. Griggs was a Controller with Precision Tool,
Inc., a machining and cutter grinding firm  located in Hyrum, Utah.  In 1968,
Mr. Griggs received a Bachelor of Science Degree in Accounting from Brigham
Young University located in Provo, Utah.

P. Clay Thomas has been one of our directors since May 2, 2002.  From October,
1986 to the present, Mr. Thomas is President/Owner of Regency Development and
Construction, North Ogden, Utah..   In June 1974, Mr. Thomas received a
Bachelor of Arts degree in Marketing from Utah State University located in
Logan, Utah.

Item 10.  EXECUTIVE COMPENSATION

The following table set forth certain summary information concerning the
compensation that we have paid to our executive officers or which has been
accrued for each of our last three completed fiscal years as of March 31,
2002.
                    SUMMARY COMPENSATION TABLE


                           Long Term Compensation

                    Annual Compensation   Awards  Payouts

(a)             (b)   (c)   (d)   (e)   (f)   (g)   (h)    (i)

                                              Secur-
                                              ities        All
Name and   Year or               Other  Rest- Under- LTIP  Other
Principal  Period   Salary Bonus Annual rictedlying  Pay- Comp-
Position   Ended      ($)   ($)  Compen-Stock Optionsouts ensat'n
  (a)       (b)       (c)   (d)   (e)    (f)    (g)   (h)  (i)
-----------------------------------------------------------------
J. BRAIN
MORRISON, CEO 2002 150,000 550,000   00   00 2,750,000 00  00 (1)
VAUGHN P.
GRIGGS, CFO   2002  56,000      00   00   00   250,000 00  00 (2)
JAMES CUNDIFF 2002  00,000      00   00   00 1,000,000 00  00 (3)
DR. RICHARD
LINDSTROM     2002  00,000      00   00   00   950,000 00  00 (4)
P. CLAY
THOMAS        2002  00,000      00   00   00 3,000,000 00  00 (5)
STERLING
REDFERN       2002  00,000      00   00   00   250,000 00  00 (6)

(1)  J. Brian Morrison was appointed as our Chairman of the Board and Chief
Executive Officer on March 16, 2001.  Mr. Morrison was previously appointed
as a director on December 15, 2000, at which time he received an option for
250,000 shares, only 175,000 of which has vested.  On February 5, 2001 Mr.
Morrison received a warrant for 500,000 shares which vested immediately.
On  March 16, 2001, Mr. Morrison received a  verbal consulting contract
which included 1,000,000 shares five (5) year warrants. The contract was
renewed under the same terms which qualified Mr. Morrison for an additional
1,000,000 shares of five (5) year warrants.
(2)  Vaughn P. Griggs was appointed Chief Financial Officer and Treasurer on
March 16, 2001. On April 25, 2000, Mr. Griggs, as our employee,  received
options for 250,000 shares to vest at 50,000 per year.
(3)  James Cundiff was appointed Director/Secretary on March 16, 2001 at
which time he received warrants to purchase 1,000,000 shares each for five
years  with a strike price of $.10.
(4)  Dr. Richard Lindstrom was appointed to our Board of Directors in April
2001, at which time he received stock options of 250,000 shares which
vested at 100,000 shares in April 2001 and 75,000 shares each year
thereafter.  During January 2001,  Dr. Lindstrom loaned us $30,000 which in
March, 2002 was converted to a warrant to purchase 700,000 shares available
for conversion within the next 5 years.
(5)  P. Clay Thomas was appointed to the board of directors in May 2, 2002.
Mr. Thomas invested $250,000 in us and received 2.500,000 shares from Mr.
Brunson, who is Founder/Director of Intellectual Properties. Additionally,
in April, 2002, Mr. Thomas was awarded 500,000 shares of 144A stock for
future services.
(6)  Sterling Redfern was appointed to the board of directors in March 16,
2001, at which time he received stock options of 250,000 shares which
vested at 50,000 in March 2001 and 50,000 shares each year thereafter.
                                22
<PAGE>
Options/SAR Grants from March 31, 2001 through March 31, 2002

Name and Principle   Number of Securities  Percent of   Exercise  Expiration
Position              Underlying Options   of Total     Or Base      Date
                                           Options      Price
                                           Granted to
                                           Employees(1)

J. Brian Morrison -    500,000 common stock  15.9%       $0.10       2/5/06
Chairman of the        Shares (2)
Board/Chief Executive
Officer
Vaughn Griggs - Chief  250,000 common stock   7.9%       $0.05       1/1/07
Financial Officer/     Shares (3)
Treasurer


(1) This percentage is based upon 3,153,835 total options granted to all of
our employees during the period from March 31, 2001 through March 31, 2002.
(2) Mr. Morrison's options become exercisable on June 30, 2002.
(3) Of Mr. Griggs' 250,000 options, 100,000 options become exercisable on June
30, 2002.  Of the remaining 150,000 options, 50,000 become exercisable
annually on April 24, for the next three years.

Item 11.  Security Ownership of Certain Beneficial Owners and Management
Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.

The following tables set forth the ownership as of March 31, 2002 by:
     *    Each shareholder known by us to own beneficially more than five
          percent (5%) of our common stock;
     *    Each executive officer;
     *    Each director or nominee to become a director; and
     *    All directors and executive officers as a group.

  The following table sets forth certain information regarding our common
stock owned as of March 31, 2001 by (i) each person who is known by us to own
beneficially more than five percent (5%) of our common stock; (ii) each of our
directors and nominees;  (iii) all officers and directors as a group:

  (i)  BENEFICIAL OWNERS OF MORE THAN 5%:

Security Ownership of Certain Beneficial Owners:

Title Of Class   Name and Address     Amount and Nature of   Percent of Class
                 of Beneficial Owner  Beneficial Owner
Common           Chris Bonvini (1)      1,231,326                  5.8%
                 PO Box 793             Indirect
                 Dartford, Kent
                 UK DA27ZY

Common           Orion Medical Profit   1,100,000                  5.2%
                 Sharing (2)            Direct
                 2247 E. Mallory Circle
                 Mesa, AZ 85213

Common           P. Clay Thomas         2,500,000                 11.8%
                 927 East 3350 North    Direct
                 N. Ogden, UT 84414

Common           J. Brian Morrison (3)  2,675,000                 12.7%
                 2250 North 1500 West   Direct
                 Odgen, UT 84404
                                23
<PAGE>
(1) The 1,231,326 shares are directly owned by Apollo Holdings.  The sole
beneficial owner of Apollo Holdings is Chris Bonvini, a citizen of Great
Britain.
(2) Orion Medical Profit Sharing is a profit sharing plan located in Mesa,
Arizona managed by Ron Yetter, a Mesa, Arizona resident.
(3) Mr. Morrison's beneficial ownership of 2,675,000 shares, which may be
exercised at any time over the next five years, consists of:
  (a) warrants to purchase 2,500,000 shares of our common stock;
  (b) options to purchase 175,000 shares of our common stock; and
Mr. Morrison also holds an option for 75,000 shares which may not be exercised
within the next 60 days and is reflected in his beneficial ownership of
2,675,000 shares.

(ii) DIRECTORS AND NOMINEES:

Security Ownership of Management:

Title Of Class   Name and Address     Amount and Nature of   Percent of Class
                 of Beneficial Owner  Beneficial Owner
Common           J. Brian Morrison (1)  2,675,000                12.7%
                 2250 North 1500 West   Direct
                 Odgen, UT 84404

Common           James S. Cundiff (2)   1,000,000                 4.7%
                 2250 North 1500 West   Direct
                 Odgen, UT 84404

Common           Richard Lindstrom (3)    875,000                 4.1%
                 2811 Westwood Road     Direct
                 Wayzata, MN 55391

Common           P. Clay Thomas         2,500,000                11.8%
                 927 East 3350 North    Direct
                 N. Ogden, UT 84414

Common           Sterling Redfern         100,000                  .5%
                 2713 North 41st Street  Direct
                 McAllen, TX 78501

                 All Officers and
                 Directors as a Group   7,150,000               33.8%

(1) Mr. Morrison's beneficial ownership of 2,675,000 shares consists of the
following, which may be exercised at any time over the next five years:
  (a) warrants to purchase 2,500,000 shares of our common stock;
  (b) options to purchase 175,000 shares of our common stock; and
Mr. Morrison also holds options to purchase 75,000 shares of our common stock
which is not reflected in his ownership of 2,675,000 shares since the options
may not be exercised within the next 60 days.
(2) Mr. Cundiff holds warrants to purchase 1,000,000 shares of our common
stock which may be exercised at any time over the next five years.
(3) Dr. Lindstrom's beneficial ownership of 875,000 shares consists of the
following, which may be exercised within the next 60 days:
  (a) warrants to purchase 700,000 shares of our common stock; and
  (b) options to purchase 175,000 shares of our common stock.
Dr. Lindstrom also holds options to purchase 75,000 shares of our common stock
that cannot be exercised until April 2003.  These shares are not reflected in
his beneficial ownership of  875,000 shares of common stock.
                                24
<PAGE>
This table is based upon information derived from our stock records.  Unless
otherwise indicated in the footnotes to this table, we believe that each of
the shareholders named in this table has sole or shared voting and investment
power with respect to the shares indicated as beneficially owned.  Except as
otherwise noted herein, we are not aware of any arrangements which may result
in a change in our control.

Changes in Control.
We are not currently engaged in any activities or arrangements that we
anticipate will result in a change in our control.

Item 12. Certain Relationships and Related

Item 12. Certain Relationships and Related Transactions.
On January 8, 2001, our Director, Dr., Richard Lindstrom, loaned us $30,000.
On March 29, 2002, this loan was converted to a warrant of 700,000 shares of
our common stock that is exercisable by Dr. Lindstrom within a five year
period until March 29, 2007 at $0.00 per share.

On February 5, 2001, our Chief Executive Officer, J. Brian Morrison received a
warrant for 500,000 shares of our common stock for future consulting services.
These warrants are exercisable at $.10 per share until December 31, 2005.

On March 16, 2001, our Director, Sterling Redfern, received 250,000 shares of
our common stock for services as one of our Directors.  These shares will vest
at 50,000 shares on March 16, 2001 and each year thereafter until March 16,
2006.

On April 11, 2001 we granted options to purchase 250,000 shares of our common
stock to Arlene Racker, an employee, for services as our officer. These
options are exercisable at $0.05 per share until 180 days after Ms. Racker
leaves our employment.

On July 31, 2001, we granted warrants to purchase 1,000,000 shares of our
common stock to our Director/Corporate Secretary, James Cundiff, for past
investor relations services. These warrants are exercisable at $0.10 per share
until July 31, 2006.

On July 31, 2001, we granted warrants to purchase 1,000,000 shares of our
common stock to our Chairman of the Board/Chief Executive Officer, J. Brian
Morrison, for consulting services. These warrants are exercisable at $0.10 per
share until July 31, 2006.

On November 15, 2001 we granted warrants to purchase 1,000,000 shares of our
common stock to our Chairman of the Board/Chief Executive Officer, J. Brian
Morrison, for consulting services. These warrants are exercisable at $0.10 per
share until November 15, 2006.

On January 1, 2002, we granted options to purchase 250,000 shares of our
common stock to our Chief Financial Officer/Treasurer, Vaughn P. Griggs, for
his services. These options are exercisable at $0.05 per share until 180 days
after Mr. Vaughn leaves our employment.
                                25
<PAGE>
On April 25, 2001, our Director, Dr. Richard Lindstrom, received an option for
250,000 shares of our common stock for services as one of our Directors.
These options are exercisable at $0.00 per share until April 25, 2006.

On May 03, 2002, our Director, P. Clay Thomas, was issued 500,000 shares of
our common stock for future services as our Director.  Each share was valued
at $0.10.

Other than the above transactions, we have not entered into any material
transactions with any director, executive officer, and nominee for director,
beneficial owner of five percent or more of our common stock, or family member
of such persons.  Also, we have not had any transactions with any promoter.
We are not a subsidiary of any company.

                             PART IV

Item 13.    Exhibits and Reports on Form 8-K

Exhibit
Number                  Description
--------                  -----------

2.1              Agreement and Plan of Reorganization dated April 25,
                 2000 (incorporated by reference to Exhibit 2.1 to
                 Form 8-K dated August 18, 2000).

3.1              Articles of Incorporation of the Company (incorporated by
                 reference to Exhibit 3.1 to registration statement on
                 Form S-8 of Champion Computer Rentals, Inc., file
                 no. 33-23257-D)

3.2              Bylaws of Cryocon (incorporated by reference to Exhibit
                 on Form 10-KSB for fiscal year ended 1993).

3.3              Certificate of Amendment and Restatement to Articles of
                 Incorporation (incorporated by reference to Exhibit 3.4
                 to Form 8-K dated February 10, 1994).

3.4              Certificate of Amendment and Restatement to Articles
                 of Incorporation (incorporated by reference to
                 Exhibit 3.4 to Form 8-K dated February 10, 1994)

3.5              Certificate of Amendment to Articles of
                 Incorporation, changing the Company's name to Iso-
                 Block Products USA, Inc.  (incorporated by reference
                 to Exhibit 2(c) to registration   statement on Form 8-
                 A, file no. 0-25810)

3.6              Certificate of Amendment to Articles of Incorporation,
                 changing the Company's name to Cryocon, Inc.,
                 authorizing a four to one reverse split, authorizing the
                 increase of capital stock to 50,000,000 shares of Common
                 Stock, and ratifying the change of auditors to HJ &
                 Associates of Salt Lake City, Utah. (Incorporated by
                 reference to Exhibit 3.6 to the quarterly report filed on
                 Form 10-QSB for the Quarter ending September 30, 2000).

4.0              Convertible Debenture Due January 3, 2003 between
                 Cryocon,Inc. and Robert Brunson in the Principal Amount of
                 $50,000.00,incorporated by reference to Exhibit 4.1 to Form
                 S-3 filed February 9, 2001.

10.1             (2) XTool, Inc. Acquisition Contract incorporated by
                 reference to Exhibit 4.11 in Amendment No. 1 to Form SB-2
                 filed April 17, 2001.

10.2             Agreement between Cryocon, Inc. and Robert W. Brunson

10.3             Lease between Halverson Real Estate and Investments, Inc.
                 Landlord) and Cryocon, Inc. (Tenant)

16.0             Letter on Change in Certifying Account Incorporated by
                 reference to Exhibit 16.0 in Form S-3 filed
                 February 9, 2001.

  (c)   Reports on Form 8-K
  No reports on Form 8-K were filed during Fiscal Year 2002.
                                26
<PAGE>
                            SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                        CRYOCON, INC.
                                        (Registrant)

Date: August __, 2002                   By:/s/J. Brian Morrison
                                        J. Brian Morrison, Chief
                                        Executive Officer

                            SIGNATURES



     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.


  Signature                   Title                             Date
  ---------                   -----                             ----
 /s/J. Brian Morrison    Chief Executive Officer            August __, 2002
---------------------    (Principal Executive Officer),
                         Chairman of the Board

/s/Richard Lindstrom     Director                           August __. 2002
---------------------


/s/James S. Cundiff      Director                           August _., 2002
---------------------


/s/P. Clay Thomas        Director                           August __, 2002
---------------------


/s/Sterling Redfern      Director                           August __, 2002
---------------------


/s/Vaughn P. Griggs      Chief Financial Officer            August__, 2002
---------------------    Treasurer
                         Principal Accounting Officer
                                27
<PAGE>