FORM 20-F REGISTRATION OF SECURITIES OF FOREIGN PRIVATE
             ISSUERS PURSUANT TO SECTION 12(B) OR (G) AND ANNUAL AND
               TRANSITION REPORTS PURSUANT TO SECTION 13 AND 15(D)

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

                                    FORM 20-F

(Mark one)

[_]   REGISTRATION STATEMENT PURSUANT TO SECTION 12(g) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                                       OR

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

      For the fiscal year ended December 31, 1999
                                -----------------

                                       OR

[_]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from ____________________ to _________________________
Commission file number  ________________________________________________________


                        DURA PRODUCTS INTERNATIONAL INC.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


                        DURA PRODUCTS INTERNATIONAL INC.
--------------------------------------------------------------------------------
                 (Translation of Registrant's name into English)

                                Ontario, Canada
--------------------------------------------------------------------------------
                 (Jurisdiction of incorporation or organization)

             60 Carrier Drive, Etobicoke, Ontario, Canada, M9W 5R1
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(g) of the Act.

                                 Common Shares
                                 --------------
                                (Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.

                                 Not applicable
                                 --------------
                                (Title of Class)

Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report. 30,547,619

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                                  Yes [_]     No [X]

Indicate by check mark which financial statement item the registrant has elected
to follow:
                                                  Item 17  [X]  Item 18  [_]

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST
FIVE YEARS) Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 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.
                                                  Yes [_]     No [_]
<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                                    FORM 20-F
                                Table of Contents
<TABLE><CAPTION>
<S>           <C>                                                                           <C>
PART I
------
Item 1.       Description of Business ....................................................    2
Item 2.       Description of Property ....................................................    5
Item 3.       Legal Proceedings ..........................................................    6
Item 4.       Control of Registrant ......................................................    8
Item 5.       Nature of Trading Market ...................................................    9
Item 6.       Exchange Controls and Other Limitations Affecting Securities Holders .......   10
Item 7.       Taxation ...................................................................   11
Item 8.       Selected Financial Data ....................................................   12
Item 9.       Management's Discussion and Analysis of Financial Condition and Results
              of Operations ..............................................................   13
Item 10.      Directors and Officers of Registrant .......................................   19
Item 11.      Compensation of Directors and Officers .....................................   20
Item 12.      Options to Purchase Securities from Registrant or Subsidiaries .............   21
Item 13.      Interest of Management in Certain Transactions .............................   23


PART II
-------
Item 14.      Description of Securities to be Registered .................................   24


PART III
--------
Item 15.      Defaults Upon Senior Securities ............................................   24
Item 16.      Changes in Securities and Changes in Security for Registered Securities.....   24


PART IV
-------
Item 17.      Financial Statements .......................................................   25
Item 18.      Financial Statements .......................................................   25
Item 19.      Financial Statements and Exhibits ..........................................   25
              Signatures .................................................................   26
</TABLE>
<PAGE>
CURRENCY TRANSLATION

The Company publishes its financial statements in Canadian dollars. Unless
otherwise specified, all references to "Cdn dollars", "dollars", "$", or Cdn $"
are to Canadian dollars and references to "US$" are to United States dollars. As
of March 31, 2000, the US dollar equivalent for Canadian dollars as based on
the Noon Buying Rate in New York City for cable transfers in foreign currencies
as certified for customs purposes by the Federal Reserve Bank of New York was US
$0.6899 per Cdn$1.00. No representation is made that the Canadian dollar or US$
amounts shown in this registration statement could have been or could be
converted into US$, as the case may be, at any particular rate or at all.

Fluctuations  in the  exchange  rate  between the  Canadian  dollar and the U.S.
dollar  may  affect  the  Company's  earnings,  the book value of its assets and
shareholders' equity as expressed in Canadian dollars and U.S. dollars.

The following table sets forth, for each period indicated, the high and low
exchange rates for one Canadian dollar expressed in United States dollars, based
on the inverse of the noon buying rate in New York City for cable transfers in
foreign currencies, the average of such exchange rates on the last Saturday of
each month during such period, and the exchange rate at the end of such period,
as certified for custom purposes by the Federal Reserve Bank of New York (the
"Noon Buying Rate"):

-------------    -------    ------    ------    ----------
                 Average     High      Low      Period end
-------------    -------    ------    ------    ----------
Y/E Dec 31/94    0.7300     0.7632    0.7103      0.7128
-------------    -------    ------    ------    ----------
Y/E Dec 31/95    0.7305     0.7527    0.7023      0.7323
-------------    -------    ------    ------    ----------
Y/E Dec 31/96    0.7332     0.7513    0.7235      0.7301
-------------    -------    ------    ------    ----------
Y/E Dec 31/97    0.7220     0.6945    0.7487      0.6999
-------------    -------    ------    ------    ----------
Y/E Dec 31/98    0.6728     0.7124    0.6311      0.6511
-------------    -------    ------    ------    ----------
Y/E Dec 31/99    0.6730     0.6935    0.6462      0.6730
-------------    -------    ------    ------    ----------


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Report constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform
Act"). Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company, or industry results, to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements.

                                       1
<PAGE>
                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

General

Dura Products International Inc. ("DPI" or the "Company") is a public company,
with 30,547,619 issued and outstanding common shares, as of December 31, 1999,
trading over-the-counter on the Canadian Dealing Network under the symbol "DURP"
and "DRPDF" on the NASDAQ Bulletin Board. DPI was incorporated on August 19,
1983 under the laws of the Province of Ontario, Canada as Transway Exploration
Inc. On July 7, 1993 the name was changed to Transway Capital Inc. and on
February 6, 1997 the Company changed its name to Dura Products International
Inc. DPI has two wholly-owned subsidiaries, Dura Skid Inc. and Duraskid and
Products, Inc. Dura Skid Inc. ("Duraskid") was incorporated on July 13, 1995
under the laws of the Province of Ontario, Canada as CanTech Investments Inc. On
January 15, 1996 the name was changed to CanTech Composites Inc. ("CanTech"),
the date on which the Company concluded its acquisition of CanTech for $400,000.
The purchase price was settled by the issuance of 1,000,000 common shares of the
Company and the issuance of warrants exercisable for 500,000 common shares at
$0.40 per share (See "Business Overview" and "Outlook" below and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"). On
February 7, 1997, Cantech changed its name to Dura Skid Inc. On September 19,
1997 the Company incorporated in Delaware a wholly-owned subsidiary, Duraskid
and Products, Inc. Duraskid and Products, Inc. owns 51% of Duraskid (New
England) L.L.C. which was formed September 23, 1997. DPI is currently engaged in
the manufacture of a composite material which is further manufactured into
specialty pallets, decking, anti-static flooring and other products.

In the discussion that follows, DPI or the Company refers to the operations of
Dura Products International Inc. and its subsidiaries, Dura Skid Inc. and
Duraskid and Products, Inc. as well as Duraskid (New England) L.L.C. Duraskid
refers to the operations of Dura Skid Inc. The operations of Duraskid (New
England) L.L.C. were terminated on March 31, 1999. The assets, liabilities and
operating results of Duraskid (New England) L.L.C. have been consolidated in the
financial statements as of December 31, 1999. The Company expects to dispose of
its ownership interest in Duraskid (New England) L.L.C. as soon as a purchaser
is identified.

DURA PRODUCTS INTERNATIONAL INC.

DPI has developed a proprietary process that produces a composite material made
from a combination of post industrial cellulose fibre and post consumer
plastics. The use of fibre gives the composite material its strength and the use
of high-density plastic provides durability to the material. The development of
the composite material focused on the suitability of recycled plastics, use of
different cellulose fibres, use of different bonding agents, morphology of
mixing and extrusion, and enhancing stiffness and toughness of the materials.
The result is a material whose mechanical properties are comparable to that of
hardwood.

The manufacturing process of the composite material is as follows: post-consumer
plastics are received into the plant, either flaked or baled. If baled, the
plastic is then ground into a flake. The fibre material is similar to a flour
mixture. The plastics and fibre are then fed into a weighting machine. This
machine automatically weighs the amount of plastics and fibre according to a
specified formula for feeding into a high intensity mixer. The compound is then
dumped onto a conveyor for cooling and grinding into a uniform size. The
material is then ready to be extruded into profiles that are assembled as part
of other products or used on a stand-alone basis. At this point the compound
material is subjected to quality control procedures.

                                        2
<PAGE>
Currently the Company relies upon trade secrets to protect its proprietary
technology. However, the Company has initiated procedures for patenting the
process.

The Company intends to develop, manufacture, and sell a number of commercially
viable products incorporating its proprietary composite material based on
"green" design principles. Currently, management has specifically targeted the
pallet market for the first commercial introduction of its technology. The
pallet the Company has designed and developed is the Duraskid(R). Duraskid has
been trademarked in Canada and the United States.

In 1998, the Company focused its efforts primarily on research and development
and spent approximately $2,950,499 pursuing these efforts.  During 1999, the
efforts of the Company were focused on commercialization of its products. The
Company did not invest any capital in research and development in 1999.

DPI's primary functions are the development of corporate strategy, research and
development of new products, ongoing process and product improvement, securing
investment capital and partner development. Each new product or product group
will be organized into a separate subsidiary with its own management.  This
will enable management to focus on its distribution channel and customer base.

DURASKID

The Product

Duraskid pallets are manufactured in the following manner. The composite
material is loaded into the extruder hopper that allows the material to be drawn
into the extruder barrel as the extruder screw turns.  At the end of the barrel,
the extrusion profile die shapes the molten compound into the specific profile
shape, then cools it down and delivers it into a cooling water tank. The
extruded profile emerges from the water tank as a solid and strong profile,
which is then automatically cut to length by a traveling cut-off saw. The
Company's extrusion system is a state-of-the-art system with fully computerized
control and monitoring systems. Processing temperature, pressure, speed, and
load, are all automatically controlled and monitored with automatic shutdown if
preset safety thresholds are exceeded.

Manufactured profiles are subjected to strict quality control procedures.
Rejected profiles are reground and reprocessed. The stringer profiles are then
"notched" providing for four-way access. The top board, stringer, and bottom
board profiles are then loaded into an assembly jig, which automatically drills
all the screw holes and semi-automatically tightens the screws. The assembled
pallets are then sandblasted to rough up the surfaces, a bar code is then laser
etched onto the pallet, and finally the completed pallet is shipped to the
customer.

The Benefits

The Duraskid pallet is manufactured to engineered designs and material
specifications. It is heat tested at 45(degree)C (113(degree)F) and cold tested
at -25(degree)C (-13(degree)F). The standard 48"x40" Duraskid pallet has a
static load of 12,000 lbs., dynamic load of 5,000 lbs., and a rackable load of
3,000+ lbs. The following table reflects the Company's comparison of the
Duraskid pallet to wood and plastic pallets.


                                        3
<PAGE>
<TABLE><CAPTION>
--------------------------------------------------------------------------------------------------------------
                                      DURASKID                 WOOD                  PLASTIC
--------------------------------------------------------------------------------------------------------------
<S>                                    <C>                    <C>                     <C>
Cost per use                           Lowest                 High                    Lower
--------------------------------------------------------------------------------------------------------------
Dimensional stability                  High                   Limited                 High
--------------------------------------------------------------------------------------------------------------
Durability                             High                   Limited                 High
--------------------------------------------------------------------------------------------------------------
Strength                               High                   High                    Low
--------------------------------------------------------------------------------------------------------------
Rackable                               High                   High                    None
--------------------------------------------------------------------------------------------------------------
Disposal                               DPI buys               Customer pays           Customer pays
--------------------------------------------------------------------------------------------------------------
Water absorption                       None                   High                    None
--------------------------------------------------------------------------------------------------------------
Contamination                          None                   High                    None
--------------------------------------------------------------------------------------------------------------
Recyclability                          Total                  Low                     Low
--------------------------------------------------------------------------------------------------------------
Safety (nails/splinters)               High                   Low                     High
--------------------------------------------------------------------------------------------------------------
Repair required                        Low                    High                    Unavailable
--------------------------------------------------------------------------------------------------------------
Customization                          High                   High                    None
--------------------------------------------------------------------------------------------------------------
</TABLE>

The Marketing Strategy

The marketing of the Duraskid pallet is currently focused on creating brand name
awareness. Sales of the Duraskid pallet are generated by the Company's own sales
force and through a network of independent sales agents. A national and regional
marketing program is being implemented in North America.

The Company has targeted the warehousing and manufacturing industries where the
benefits of the Duraskid pallet are readily apparent.

The Company has implemented strict quality control guidelines to ensure each
Duraskid pallet will meet the customers' needs. In addition, the Company plans
to institute a customer satisfaction program.

The Industry

The pallet industry is considered part of the overall transportation packaging
industry and is critical to global commerce. The Company views this industry as
fragmented, substantially free from government regulation and with no one
company dominating the market. Considered a "staple" industry, pallets are an
integral part of industrial production. Nearly every item manufactured or
processed is shipped and/or stored on pallets. According to the National Wood
Pallet and Container Association, in North America the annual demand for pallets
is estimated at approximately US$7 billion in the United States and US$700
million in Canada. Currently, over 90% of the pallet market uses wood pallets.

The Company believes that the fragmentation of the industry, together with
widespread dissatisfaction regarding performance, quality and handling
difficulties associated with wood pallets has become increasingly frustrating to
pallet users. Customers are recognizing the significant benefits of returnable
packaging and are demanding an integrated system approach to meet their needs.

                                        4
<PAGE>
Manufacturing and Distribution

Duraskid's only operating facility is located in Etobicoke, Ontario, Canada.
This facility consists of 14 operating lines of equipment and based on the
Company's capacity projections is capable of producing approximately 600,000
Duraskid pallets per year.

Each operating line of equipment consists of a material feeding system,
state-of-the-art extrusion machine, profile die, water-cooling table, and
traveling cut-off saw.

As of December 31, 1999, the Company had 34 full-time employees, 28 of whom were
in manufacturing, one in research and development, one in sales and marketing,
and four in finance and administration.

ENVIRONMENTAL CONSIDERATIONS

Corporate responsibility for the environment exists throughout the product life
cycle. DPI is committed to the goal of being an "eco-efficient" manufacturer of
products that incorporate the principles of "green" design, satisfying customer
requirements at competitive prices and creating substantial shareholder value.

In order to prevent pollution, eco-efficient manufacturing requires efficient
use of materials, substitution of recycled materials for virgin materials
whenever possible, and minimal production of waste through internal reuse. The
Company's production processes are designed to meet these requirements. For
example, in the Company's manufacturing process, cooling water is continuously
recycled and particulate generated by cutting and notching is returned to feed
stock.

"Green" design principles require that the Company's products be reusable,
repairable and recyclable. The fundamental building block that supports all of
our product development efforts is our proprietary composite technology.
Ninety-eight percent of the Company's composite material is made from recycled
materials, post industrial cellulose fibre and post consumer plastics.
Additionally, at the end of a Duraskid pallet's useful life, the Company will
offer a customer credit towards the purchase of a new Duraskid pallet. The old
Duraskid pallet will be ground up and made into a new Duraskid.


ITEM 2.  DESCRIPTION OF PROPERTY

The Company's corporate offices and only manufacturing facility is located at 60
Carrier Drive, Etobicoke, Ontario, Canada M9W 5R1, a 65,000 square foot
facility. Approximately 5,000 square feet is being used for executive and
administrative offices and the balance for manufacturing. The facility is leased
for a five-year term expiring in October 2000 and the Company has the option to
renew for an additional five year period. The Company also has an option to
acquire the property for approximately $2.1 million.

In October, 1998, Duraskid (New England), L.L.C. entered into a lease agreement
to lease a 135,000 square foot manufacturing facility located in Andover,
Massachusetts. The lease is for a six-year term, with one six-year renewal
option. DPI has guaranteed unconditionally the full performance of Duraskid (New
England), L.L.C. under the lease. Commercial operations were not achieved in
1998 as a result of cost overruns and the inability to secure adequate financing
to complete the acquisition and commissioning of production equipment.
Operations were terminated in March, 1999. (See Item 3 - "Legal Proceedings")


                                        5
<PAGE>
ITEM 3.  LEGAL PROCEEDINGS

Legal Proceedings

From time to time the Company encounters lawsuits arising from business
activities, which are discussed below.

1)     During 1996, the Company acquired through its acquisition of Dura Skid a
       licensing agreement with SRP Industries Ltd. ("SRP") the right to utilize
       certain SRP technologies. The licensing agreement required the payment of
       certain minimum royalties and potential additional royalties based upon
       future sales. During early 1997, the Company determined that SRP's
       technology was not commercially viable as it relates to the production
       process used by the Company, requiring the Company to develop and
       commercialize its own technology at significant cost and time to the
       Company. In addition, SRP was unable to provide any of the required
       technical support services under the terms of the agreement and
       management thereby concluded that SRP was in breach of this agreement.

       Accordingly, the Company filed a claim against SRP in April 1997 to seek
       damages of approximately $5 million and to terminate the agreement. In
       October 1997, SRP filed a counterclaim against the Company for $10
       million, claiming that the Company inappropriately terminated the
       agreement, enriched itself with SRP's technology with no compensation to
       SRP, and induced key employees of SRP to accept employment with the
       Company.

       Management of the Company is of the opinion that it has acted
       appropriately in terminating this agreement, and that the counterclaim by
       SRP is without merit. However, the final outcome of these matters is
       uncertain and the potential effect, whether material or not, on the
       Company's consolidated financial position is not reasonably determinable
       at this time. Accordingly, no provision has been recorded in the accounts
       of the Company as at December 31, 1999. No action occurred during 1999 or
       subsequent to year end on this claim or counterclaim.

2)     In July 1998, a former consultant to the Company filed a statement of
       claim against the Company. The claim was also filed against a Director
       and a former Director of the Company. The consultant is claiming the
       Company owes approximately $29,000 for services and expenses which has
       been accrued by management. The consultants also claims that he was a
       party to the transaction to acquire the technology license agreement,
       which formed part of the Dura Skid purchase in 1996. As a party to the
       transaction, the consultant is claiming that the Director agreed to
       assign 200,000 common shares and 100,000 common share purchase warrants
       of the Company owned by the Director, plus 100,000 stock options were to
       have been granted to him. The consultant is claiming these shares,
       warrants, and options have a value of approximately $1.9 million. The
       Company is of the opinion that the claim is without merit and will
       vigorously defend the claim. The final outcome of this matter is
       uncertain and the potential effect, whether material or not, on the
       Company's consolidated financial position is not reasonably determinable
       at this time. Accordingly, no provision has been recorded in the accounts
       of the Company as at December 31, 1999.

3)     In September 1998, a former shareholder of the Company filed a statement
       of claim against the Company. The claim was also filed against a Director
       of the Company and a third party. The former shareholder is claiming that
       as part of the transaction between him and a Director of the Company and
       the third party, whereby the former shareholder privately sold his
       shareholding, the Company agreed to transfer its ownership in 15 mining
       claims to him. The Company wrote off its investment in the 15 mining

                                        6
<PAGE>
       claims as at December 31, 1995 and in 1996 sold the subsidiary that held
       the mining claims for $2.00. The final outcome of this matter is
       uncertain but the management of the Company believes that any effect
       would not be material to the Company's consolidated financial position.
       Accordingly no provision has been recorded in the accounts of the Company
       as at December 31, 1999.

4)     An action has been launched against the Company by a former employee,
       claiming wrongful dismissal, unpaid wages, vacation pay, and expenses
       totaling approximately $180,000. The former employee also claims that the
       Company is in possession of certain intellectual property, which is the
       property of the former employee. The Company has accrued an amount, which
       is not material to the consolidated financial position of the Company for
       unpaid wages and expenses. The Company is of the opinion that the
       remainder of the claim is without merit. The final outcome of this matter
       is uncertain and the potential effect on the Company's consolidated
       financial position is not reasonably determinable at this time.

5)     In November 1998, a supplier filed a statement of claim against the
       Company for approximately $140,000 for goods delivered. The Company is of
       the opinion that approximately $116,000 of this claim relates to goods
       provided to Duraskid (New England) LLC for which the Company was not a
       guarantor. The remainder of the claim has been accrued by the Company.
       The final outcome of this matter is uncertain and the potential effect on
       the Company's consolidated financial position is not reasonably
       determinable at this time.

6)     In December 1998, the Company was named in an action brought by a
       supplier in the amount of approximately $550,000 for non-payment of
       production equipment. The Company is of the opinion that this claim
       related to Duraskid (New England) LLC for which the Company was not a
       guarantor. The Company has accrued $100,000 in relation to this lawsuit.
       The final outcome of this matter is uncertain and the potential effect on
       the Company's consolidated financial position is not reasonably
       determinable at this time.

7)     In February 1999, a supplier filed a statement of claim against the
       Company for approximately $50,000 for services rendered. The Company has
       accrued $20,000 with respect to this lawsuit. The Company is of the
       opinion that the remainder of the claim is without merit. The final
       outcome of this matter is uncertain and the potential effect on the
       Company's consolidated financial position is not reasonably determinable
       at this time.

8)     In May 1999, the Company was named as a co-defendant in an action by an
       investor against a related party. The investor is claiming damages of
       $520,000 for breach of a loan agreement and $40,000 in commissions. The
       Company is of the opinion that the claim is without merit and,
       consequently, the company has not recorded any costs in relation to this
       lawsuit. The final outcome of this matter is uncertain and the potential
       effect on the Company's consolidated financial position is not reasonably
       determinable at this time.

9)     In August 1999, the Company received a judgment against it for
       approximately US$1,151,000. The plaintiff claimed damages resulting from
       the non-fulfilment of Duraskid (New England) LLC's lease of the Andover
       premises. The Company acted as a guarantor on the lease, whereas the
       minority interest partner has guaranteed the Company for these lease
       payments. The Company is of the opinion that they will be able to settle
       this judgment and has accrued the estimated costs. The remainder of the
       claim has not been accrued by the Company. However, the minority interest

                                        7
<PAGE>
       partner has provided a guarantee to the Company for their 49% share of
       the guarantee for the facilities operating lease. The final outcome of
       this matter is uncertain and additional material provisions could be
       required in future periods.

10)    In November 1999, a supplier filed a statement of claim against the
       Company for approximately $83,000 for goods delivered. The Company is of
       the opinion that approximately $63,000 of this claim relates to goods
       provided to Duraskid (New England) LLC for which the Company was not a
       guarantor. The remainder of the claim has been accrued by the Company.
       The final outcome of this matter is uncertain and the potential effect on
       the Company's consolidated financial position is not reasonably
       determinable at this time.

11)    In December 1999, the Company received a judgment against it for
       approximately US$3,586,000. The plaintiff claimed damages resulting from
       the non-fulfilment of Duraskid (New England) LLC's lease of production
       equipment. The Company acted as guarantor on the lease. The equipment was
       repossessed by the lessor and is being sold with any proceeds less
       related costs being offset against the judgment owed. The Company has
       accrued the eventual costs, in its opinion, to dispose of this judgment.
       The final outcome of this matter is uncertain and the potential effect on
       the Company's consolidated financial position is not reasonably
       determinable at this time.

In addition to the lawsuits described above, the Company is currently defending
statements of claim from a number of creditors totaling approximately $1.2
million, which are currently reflected as liabilities in the consolidated
balance sheet. The Company will vigorously defend these actions but if the
creditors were to be successful in obtaining a judgment against the Company, it
would have a material adverse effect on the Company's ability to continue as a
going concern.


ITEM 4.  CONTROL OF REGISTRANT

(a) Direct or Indirect Control by Another

To the best of the Company's knowledge, the Company is not directly or
indirectly owned or controlled by a single person, a group of persons or by
another corporation or by any foreign government.

(b) Ownership of Voting Securities

As of December 31, 1999, 30,547,619 common shares of the Company were issued and
outstanding. At such date, the persons or groups known to the Company to own
more than 10% of the Company's issued and outstanding shares and the number of
common shares owned by officers and directors of the Registrant as a group are
as follows:
---------------   ----------------------    --------------   ----------------
                        IDENTITY OF
TITLE OF CLASS        PERSON OR GROUP        AMOUNT OWNED    PERCENT OF CLASS
---------------   ----------------------    --------------   ----------------
Common shares     Officers and directors
                  as a group                  285,389 (1)        0.5% (2)
---------------   ----------------------    --------------   ----------------

(1)    Shares owned by officers and directors include currently exercisable
       options to purchase up to 150,000 shares of Common Stock held by
       directors and officers of the Company. Options to purchase up to 150,000
       shares are exercisable at $0.25 per share until June 2001.

                                        8
<PAGE>
(2)    The percentage of class is calculated based on a total number of shares
       of 30,697,619 which includes the 30,547,619 common shares issued and
       outstanding as of December 31, 1997 and the 150,000 currently exercisable
       options held by the directors and officers of the Company.

(3)    Change of Control Arrangements

       There are no arrangements known to the Company, the operation of which
       may, at a date subsequent to the date of this Registration Statement,
       result in a change in control of the Company.


ITEM 5.  NATURE OF TRADING MARKET

The common shares of the Company are quoted on the Canadian Dealing Network Inc.
under the symbol "DURP", CUSIP number 265904102 and on the NASDAQ Bulletin Board
under the symbol "DRPDF". The Company has no other class of securities which are
publicly traded.

As of March 31, 2000, approximately 43.2% of the issued and outstanding common
shares were held in the United States by approximately 34 record holders.

The U.S. Securities and Exchange Commission (the "Commission") has adopted
regulations which generally define "penny stock" to be any equity security that
has a market price (as defined) less than $5.00 per share or an exercise price
of less than $5.00 per share, subject to certain exceptions. The Company's
securities are covered by the penny stock rules, which impose additional sales
practice requirements on broker-dealers who sell such securities to persons
other than established customers and accredited investors (generally
institutions with assets in excess of $5,000,000 or individuals with net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse). For transactions covered by the rule, the broker-dealers
must make a special suitability determination for the purchase and receive the
purchaser's written agreement of the transaction prior to the sale.
Consequently, the rule may affect the ability of purchasers to sell their shares
in the secondary market.

The  trading  history of the  Company's  Common  Stock on the  Canadian  Dealing
Network, Inc. is as follows:

  --------------------      --------------------      --------------------
     Quarter ended           High sales prices          Low sales prices
  --------------------      --------------------      --------------------
       03/31/96                    $0.75                     $0.35
  --------------------      --------------------      --------------------
       06/30/96                    $1.19                     $0.50
  --------------------      --------------------      --------------------
       09/30/96                    $1.10                     $0.65
  --------------------      --------------------      --------------------
       12/31/96                    $1.10                     $0.75
  --------------------      --------------------      --------------------
       03/31/97                    $4.40                     $0.75
  --------------------      --------------------      --------------------
       06/30/97                    $2.45                     $1.75
  --------------------      --------------------      --------------------
       09/30/97                    $3.15                     $1.80
  --------------------      --------------------      --------------------
       12/31/97                    $4.20                     $2.25
  --------------------      --------------------      --------------------


                                        9
<PAGE>

       03/31/98                    $5.50                     $3.50
  --------------------      --------------------      --------------------
       06/30/98                    $5.50                     $3.25
  --------------------      --------------------      --------------------
       09/30/98                    $3.45                     $2.10
  --------------------      --------------------      --------------------
       12/31/98                    $2.95                     $1.40
  --------------------      --------------------      --------------------
       03/31/99                    $1.50                     $0.43
  --------------------      --------------------      --------------------
       06/30/99                    $0.63                     $0.30
  --------------------      --------------------      --------------------
       09/30/99                    $0.36                     $0.23
  --------------------      --------------------      --------------------
       12/31/99                    $0.24                     $0.13
  --------------------      --------------------      --------------------



ITEM 6.  EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS

(a) Governmental Laws or Decrees

There is no law, governmental decree or regulation in Canada that restricts the
export or import of capital, including foreign exchange controls, or that
affects the remittance of dividends, interest or other payments to non-resident
holders of common shares, other than withholding tax requirements and potential
capital gains on the disposition of the common shares under certain
circumstances. (See "Item 7. Taxation").

(b) Limitation on Voting Rights

There is no limitation imposed by Canadian law or by the charter or other
constituent documents of the Company on the right of a non-resident to hold or
vote common shares of the Company, other than as provided in the Investment
Canada Act (Canada) (the "Investment Act"). The following discussion summarizes
the principal features of the Investment Act for a non-resident who proposes to
acquire common shares of the Company. It is general only, it is not a substitute
for independent advice from an investor's own advisor, and it does not
anticipate statutory or regulatory amendments. To the Company's knowledge, no
amendments are pending or contemplated at this time.

The Investment Act generally prohibits implementation of a reviewable investment
by an individual, government or agency thereof, corporation, partnership, trust
or joint venture that is not a "Canadian" as defined in the Investment Act (a
"non-Canadian"), unless after review the minister responsible for the Investment
Act (the "Minister") is satisfied that the investment is likely to be of net
benefit to Canada.

An investment in common shares of a company by a non-Canadian other than an
"American" (as that term is defined in the Investment Act and used in this
discussion) when a company was not controlled by an American, would be
reviewable under the Investment Act if it was an investment to acquire control
of a company and the value of the assets of a company was $5,000,000 or more, or
if an order for review was made by the federal cabinet on the grounds that the
investment related to Canada's cultural heritage or national identity.


                                       10
<PAGE>
An investment in common shares of a company by an American, or by a non-Canadian
when a company is controlled by an American, would be reviewable under the
Investment Act if it were an investment to acquire control of a company and the
value of the assets of a company was not less than a specified amount which for
1994 is $150,000,000, and for subsequent years is $153,000,000 in terms of
"constant 1992 dollars". A non-Canadian would acquire control of a company for
the purposes of the Investment Act if he acquired a majority of the common
shares of that company. The acquisition of less than a majority but one third or
more of the common shares of a company would be presumed to be an acquisition of
control of that company unless it could be established that, on the acquisition,
a company was not controlled in fact by the acquiror through the ownership of
common shares.

Certain transactions relating to common shares of a company would be exempt from
the Investment Act, including:

(a)  acquisition of common shares of a company by a person in the ordinary
     course of that person's business as a trader or dealer in securities,

(b)  acquisition of control of a company in connection with the realization of
     security granted for a loan or other financial assistance and not for a
     purpose related to the provisions of the Investment Act, and

(c)  acquisition of control of a company by reason of an amalgamation, merger,
     consolidation or corporate reorganization following the ultimate direct or
     indirect control in fact of a company.

ITEM 7.  TAXATION

The following is a summary of certain material Canadian federal income tax
provisions applicable to United States corporations, citizens and resident alien
individuals purchasing, holding and disposing of common shares. The discussion
is only a general summary and does not purport to deal with all aspects of
Canadian federal taxation that may be relevant to shareholders, including those
subject to special treatment under the income tax laws. Shareholders are advised
to consult their own tax advisors regarding the Canadian federal income tax
consequences of holding and disposing of the Company's common shares, as well as
any consequences arising under U.S. federal, state or local tax laws of other
jurisdictions outside the United States. The summary is based on the assumption
that, for Canadian tax purposes, the purchasers or shareholders (i) deal at
arm's length with the Company, (ii) are not residents of Canada, (iii) hold the
common shares as capital property, and (iv) do not use or hold common shares in,
or in the course of, carrying on business in Canada (a "Non-Resident Holder").

This summary is not exhaustive of all possible income tax considerations and
shareholders and prospective purchasers of the Company's shares of Common Stock
are advised to consult with their own tax advisors with respect to their
particular circumstances.

Dividends paid to U.S. residents by the Company on the common shares generally
will be subject to Canadian non-resident withholding taxes. For this purpose,
dividends will include amounts paid by the Company in excess of the paid-up
capital of the common shares on a redemption or a purchase for cancellation of
such shares by the Company (other than purchases on the open market). For U.S.
corporations owning at least 10% of the voting stock of the Company, the
dividends paid by the Company are subject to a withholding tax of 5% under the
Canada-U.S. Income Tax Convention (1980), as amended by Protocol signed on March
17, 1995 (the "Treaty"). For all other U.S. shareholders, the Treaty reduces the
withholding tax rate from 25% to 15% of the gross dividend. Other applicable tax
treaties may reduce the Canadian tax rate for other Non-Resident Holders. Any
amounts paid for Canadian withholding taxes may be taken as a credit against
U.S. taxes.
                                       11
<PAGE>
A Non-Resident Holder will generally not be subject to tax in Canada on capital
gains realized from disposition of common shares, unless such shares are
"taxable Canadian property" within the meaning of the Income Tax Act (Canada).
Generally, the common shares would not be taxable Canadian property unless the
Non-Resident Holder, together with related parties, at any time during the five
years prior to the disposition of the common shares owned not less than 25% of
the issued shares of any class of the capital stock of the Company. Under the
Treaty, a resident of the United States will not be subject to tax under the
Income Tax Act (Canada) in respect of gains realized on the sale of common
shares which constitute "taxable Canadian property", provided that the value of
the common shares at the time of disposition is not derived principally from
real property located in Canada.


ITEM 8.  SELECTED FINANCIAL DATA

The selected financial data set forth in the following table is expressed in
Canadian dollars. For a history of the exchange rates for Canadian dollars in
terms of U.S. Dollars see Item 1, "Description of Business", above. The
financial information set forth in the following table includes the accounts of
the Company and subsidiaries on a consolidated basis. This financial information
was prepared in accordance with accounting principles generally accepted in
Canada, the application of which conforms in all material respects for the
periods presented with accounting principles generally accepted in the United
States, except to the extent noted in Note 10 to the Consolidated Financial
Statements appearing elsewhere in this Registration Statement. The selected
financial data should be read in conjunction with and is qualified by such
Consolidated Financial Statements and the Notes thereto.

<TABLE><CAPTION>
-----------------    ------------    ------------    ------------    ------------    ------------
                      Year ended      Year ended      Year ended      Year ended      Year ended
                        Dec 31,         Dec 31,         Dec 31,         Dec 31,         Dec 31,
                         1999            1998            1997           1996 (1)         1995
                     ------------    ------------    ------------    ------------    ------------
                         $               $               $              $                $
                          -               -               -               -               -
-----------------    ------------    ------------    ------------    ------------    ------------
<S>                  <C>             <C>             <C>             <C>             <C>
Revenue                 831,539         311,527           60,362            Nil             Nil
-----------------    ------------    ------------    ------------    ------------    ------------
Net (loss)/income    (9,669,951)     (8,673,172)      (2,995,559)    (1,314,126)       (615,315)
Net (loss)/income
  per share               (0.36)          (0.38)           (0.17)         (0.14)          (0.11)
-----------------    ------------    ------------    ------------    ------------    ------------
Total assets          4,861,499      13,909,417        9,553,852      1,877,391          31,496
-----------------    ------------    ------------    ------------    ------------    ------------
Capital stock        20,312,508      17,006,171       14,247,987      4,901,150       2,372,154
-----------------    ------------    ------------    ------------    ------------    ------------
</TABLE>






                                       12
<PAGE>
ITEM 9. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Report constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform
Act"). Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company, or industry results, to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements.

GENERAL
The following discussion and analysis of the financial condition of the Company
and the results of its operations for the years ended December 31, 1999 and 1998
should be read in conjunction with the Company's consolidated financial
statements. These financial statements have been prepared in accordance with
accounting principles generally accepted in Canada. For an explanation of the
differences between Canadian and US GAAP, reference should be made to note 10 of
the consolidated financial statements. The financial statements are prepared in
Canadian dollars.

DPI is engaged in the commercialization of its proprietary composite material
using recycled plastics and cellulose, and the development of commercially
viable products made from the composite material. To date, DPI has invested all
of its financial and human resources in the research and development of the
composite material. The Company intends to develop, manufacture, and sell a
number of commercially viable products incorporating its proprietary composite
material. Currently, management has specifically targeted the pallet market for
the first commercial introduction of its technology. The pallet designed and
developed by the Company has been trademarked in Canada and the United States as
the "Duraskid".

The Company's operating results have been adversely affected by production
equipment failures and poor capacity utilization, which resulted in excessively
high production costs, which have resulted in poor operating results. The
Company is re-examining its business model to address these problems. Failure to
resolve these problems may result in the cessation of operations. In addition,
the Company has been adversely affected by a substantial write-down of assets
related to the closure of its Andover facility and the retrenchment of
operations in Toronto.

In addition to the lawsuits discussed (See Item 3 - "Legal Proceedings") in more
detail below under Risks and Uncertainties, the Company is currently defending
statements of claims from a number of creditors totaling approximately $1.2
million, which are currently reflected as liabilities in the consolidated
balance sheet.

The Company's ability to operate as a going concern is dependent upon obtaining
additional capital, the continued financial support of its creditors, the
achievement of profitable operations, and the satisfactory resolution of
litigation matters. The outcome of these matters cannot be predicted at this
time. The consolidated financial statements do not give effect to any
adjustments which would be necessary should the Company be unable to continue as
a going concern and, therefore, be required to realize its assets and discharge
its liabilities in other than the normal course of business and at amounts
different from those reflected in reflected in the accompanying consolidated
financial statements.



                                       13
<PAGE>
1999 OPERATING RESULTS

1999 was a disappointing year for the Company. Operating results were adversely
affected by the delayed delivery of its automated pallet assembly machine, the
slow run in of the equipment and ultimately the failure of the equipment to
operate at design specifications. In addition, the closure of the Andover, Mass.
facility resulted in the complete write-down of all related assets.

The problems related to the pallet assembly equipment interrupted production for
about three months. Furthermore the Company was forced to switch back manual
production of pallets which increased costs substantially, such that the
production of pallets was uneconomic at the selling prices realized.

Revenues for 1999 increased 166% to $831,539 from $311,527 the previous year.
Operating expenses, before the write-down of assets, were reduced by 36% to
$5,075,830 from $7,880,992. The reduction in operating expenses was attributable
to the elimination of expenses related to research and development which were
reduced to nil from $2,950,499 in 1998 which offset a 5.2% increase in selling
and general and administrative expenses.

As a result of the closure of the Andover facility the Company was required to
write-down its assets and make provisions for expenses related to the closure.
The 1999 write-down amounted to $5,425,660 up from $1,654,957. The write-down
was comprised of a provision for certain guarantees in the amount of $1.2
million and the balance related to the write-down of assets.

To counteract the negative consequences of the failure of the pallet assembly
equipment the Company has focused its attention on higher margin specialty
pallets and decking products, increased sales volumes and a rigorous reduction
in expenses. The Company is operating at less than ten percent of design
capability consequently the low capacity utilization acts as a significant drag
on operating results.

The loss per share declined two cents to $0.36 from $0.38 as a result of a 17%
increase in the weighted average number of shares outstanding, while the loss
for the year increased 11% to $9,669,951 from $8,673,172.

1998 OPERATING RESULTS

The Company continued to have limited revenues in 1998 of approximately $312,000
versus $61,000 for 1997. As mentioned above, sales were adversely impacted by
delays in equipment deliveries and commissioning and process changes.

Because of the ongoing production problems, the Company was unable to achieve
planned commercial production. The operations were still essentially research
and development for 1998 and, accordingly, all costs related to production have
been classified as research and development, which are expensed as incurred.
These costs amounts to approximately $3.0 million, consisting of salaries and
wages, raw materials, rent, utilities, repairs and maintenance. These costs
increased 138% over 1997, reflecting increased activity in the effort to achieve
commercial production levels, both on a capacity level and a cost basis.

General and administrative expenses amounted to approximately $3.6 million for
1998, an increase of 175% over 1997. Included in this amount is approximately
$1.8 million related to the Andover facility. These expenses consist of salaries
and wages, legal, accounting, consultants' fees, and general office expenses.

Amortization of capital assets was approximately $684,000 versus $185,000 in
1997. This is a result of a full year of amortization of production equipment in
1998.

                                       14
<PAGE>
Interest expense amounted to approximately $214,000 versus $43,000 in 1997. This
is mainly comprised of interest on capital lease financing and increased over
1997 due to the increased levels of borrowings.

Write-down of assets amounted to approximately $1.7 million, consisting of
capital asset write-downs of $1,023,000 and write-off of technology of $630,000.

Sales and marketing expenses amounted to approximately $379,000 versus $262,000
in 1997. The increase of 45% was a result of increase sales efforts in 1998 to
introduce the Duraskid pallet into the marketplace, branding and the attendance
at trade shows.

Loss for the year was approximately $8.7 million, or $0.38 per share. The
increase in the loss per share amount was partly reduced by the increase in the
weighted average number of common shares outstanding during the year from
approximately 18 million in 1997 to 23 million in 1998.

CAPITAL INVESTMENTS

The Company made no new investments in capital equipment, rather it disposed of
some redundant production for proceeds of $168,822. In addition, as a result of
the closure of its Andover facility, the Company wrote-down its assets in the
amount of $4.2 million. In 1998 the Company wrote-down its capital assets by
approximately $1 million. In addition, certain creditors of Duraskid (New
England) L.L.C. repossessed equipment with a carrying value of $5.4 million.

LIQUIDITY AND CAPITAL RESOURCES

In 1999 the working capital deficit declined to $8.5 million from $10.9 million
in 1998. The elimination of lease liabilities in the amount of $3.8 million and
the reduction of short term loans payable by approximately $621 thousand than
offset and increase in accrued liabilities of approximately $2.4 million and a
$300 thousand reduction in current assets.

The Company's cash used from activities, in 1999, of approximately $2.6 million
was down $2 million from $4.7 million in 1998. The cash used in operating
activities was offset by the sale of common shares which raised cash proceeds of
$2.7 million and $169 thousand from the sales of redundant assets.

The Company anticipates a loss from operations in 2000 and is dependent for its
survival on the raising of additional cash from the sales of shares and the
continued support of its creditors.

RISKS AND UNCERTAINTIES

A) GENERAL

The profitability of Dura Products is subject to a number of risk factors
including: successful commencement of commercial operations; market acceptance
of the Company's products; competition; effectively meeting the challenges set
out below in the Outlook section, the ability to raise additional capital; the
ability to attract additional key individuals; and continued improvement upon
and protection of the Company's intellectual property.

B) LEGAL MATTERS

From time to time the Company encounters lawsuits arising from business
activities, which are discussed in Item 3.


                                       15
<PAGE>
1)     During 1996, the Company acquired through its acquisition of Dura Skid a
       licensing agreement with SRP Industries Ltd. ("SRP") the right to utilize
       certain SRP technologies. The licensing agreement required the payment of
       certain minimum royalties and potential additional royalties based upon
       future sales. During early 1997, the Company determined that SRP's
       technology was not commercially viable as it relates to the production
       process used by the Company, requiring the Company to develop and
       commercialize its own technology at significant cost and time to the
       Company. In addition, SRP was unable to provide any of the required
       technical support services under the terms of the agreement and
       management thereby concluded that SRP was in breach of this agreement.

       Accordingly, the Company filed a claim against SRP in April 1997 to seek
       damages of approximately $5 million and to terminate the agreement. In
       October 1997, SRP filed a counterclaim against the Company for $10
       million, claiming that the Company inappropriately terminated the
       agreement, enriched itself with SRP's technology with no compensation to
       SRP, and induced key employees of SRP to accept employment with the
       Company.

       Management of the Company is of the opinion that it has acted
       appropriately in terminating this agreement, and that the counterclaim by
       SRP is without merit. However, the final outcome of these matters is
       uncertain and the potential effect, whether material or not, on the
       Company's consolidated financial position is not reasonably determinable
       at this time. Accordingly, no provision has been recorded in the accounts
       of the Company as at December 31, 1999. No action occurred during 1999 or
       subsequent to year end on this claim or counterclaim.

2)     In July 1998, a former consultant to the Company filed a statement of
       claim against the Company. The claim was also filed against a Director
       and a former Director of the Company. The consultant is claiming the
       Company owes approximately $29,000 for services and expenses which has
       been accrued by management. The consultants also claims that he was a
       party to the transaction to acquire the technology license agreement,
       which formed part of the Dura Skid purchase in 1996. As a party to the
       transaction, the consultant is claiming that the Director agreed to
       assign 200,000 common shares and 100,000 common share purchase warrants
       of the Company owned by the Director, plus 100,000 stock options were to
       have been granted to him. The consultant is claiming these shares,
       warrants, and options have a value of approximately $1.9 million. The
       Company is of the opinion that the claim is without merit and will
       vigorously defend the claim. The final outcome of this matter is
       uncertain and the potential effect, whether material or not, on the
       Company's consolidated financial position is not reasonably determinable
       at this time. Accordingly, no provision has been recorded in the accounts
       of the Company as at December 31, 1999.

3)     In September 1998, a former shareholder of the Company filed a statement
       of claim against the Company. The claim was also filed against a Director
       of the Company and a third party. The former shareholder is claiming that
       as part of the transaction between him and a Director of the Company and
       the third party, whereby the former shareholder privately sold his
       shareholding, the Company agreed to transfer its ownership in 15 mining
       claims to him. The Company wrote off its investment in the 15 mining
       claims as at December 31, 1995 and in 1996 sold the subsidiary that held
       the mining claims for $2.00. The final outcome of this matter is
       uncertain but the management of the Company believes that any effect
       would not be material to the Company's consolidated financial position.
       Accordingly no provision has been recorded in the accounts of the Company
       as at December 31, 1999.

                                       16
<PAGE>
4)     An action has been launched against the Company by a former employee,
       claiming wrongful dismissal, unpaid wages, vacation pay, and expenses
       totaling approximately $180,000. The former employee also claims that the
       Company is in possession of certain intellectual property, which is the
       property of the former employee. The Company has accrued an amount, which
       is not material to the consolidated financial position of the Company for
       unpaid wages and expenses. The Company is of the opinion that the
       remainder of the claim is without merit. The final outcome of this matter
       is uncertain and the potential effect on the Company's consolidated
       financial position is not reasonably determinable at this time.

5)     In November 1998, a supplier filed a statement of claim against the
       Company for approximately $140,000 for goods delivered. The Company is of
       the opinion that approximately $116,000 of this claim relates to goods
       provided to Duraskid (New England) LLC for which the Company was not a
       guarantor. The remainder of the claim has been accrued by the Company.
       The final outcome of this matter is uncertain and the potential effect on
       the Company's consolidated financial position is not reasonably
       determinable at this time.

6)     In December 1998, the Company was named in an action brought by a
       supplier in the amount of approximately $550,000 for non-payment of
       production equipment. The Company is of the opinion that this claim
       related to Duraskid (New England) LLC for which the Company was not a
       guarantor. The Company has accrued $100,000 in relation to this lawsuit.
       The final outcome of this matter is uncertain and the potential effect on
       the Company's consolidated financial position is not reasonably
       determinable at this time.

7)     In February 1999, a supplier filed a statement of claim against the
       Company for approximately $50,000 for services rendered. The Company has
       accrued $20,000 with respect to this lawsuit. The Company is of the
       opinion that the remainder of the claim is without merit. The final
       outcome of this matter is uncertain and the potential effect on the
       Company's consolidated financial position is not reasonably determinable
       at this time.

8)     In May 1999, the Company was named as a co-defendant in an action by an
       investor against a related party. The investor is claiming damages of
       $520,000 for breach of a loan agreement and $40,000 in commissions. The
       Company is of the opinion that the claim is without merit and,
       consequently, the company has not recorded any costs in relation to this
       lawsuit. The final outcome of this matter is uncertain and the potential
       effect on the Company's consolidated financial position is not reasonably
       determinable at this time.

9)     In August 1999, the Company received a judgment against it for
       approximately US$1,151,000. The plaintiff claimed damages resulting from
       the non-fulfilment of Duraskid (New England) LLC's lease of the Andover
       premises. The Company acted as a guarantor on the lease, whereas the
       minority interest partner has guaranteed the Company for these lease
       payments. The Company is of the opinion that they will be able to settle
       this judgment and has accrued the estimated costs. The remainder of the
       claim has not been accrued by the Company. However, the minority interest
       partner has provided a guarantee to the Company for their 49% share of
       the guarantee for the facilities operating lease. The final outcome of
       this matter is uncertain and additional material provisions could be
       required in future periods.



                                       17
<PAGE>
10)    In November 1999, a supplier filed a statement of claim against the
       Company for approximately $83,000 for goods delivered. The Company is of
       the opinion that approximately $63,000 of this claim relates to goods
       provided to Duraskid (New England) LLC for which the Company was not a
       guarantor. The remainder of the claim has been accrued by the Company.
       The final outcome of this matter is uncertain and the potential effect on
       the Company's consolidated financial position is not reasonably
       determinable at this time.

11)    In December 1999, the Company received a judgment against it for
       approximately US$3,586,000. The plaintiff claimed damages resulting from
       the non-fulfilment of Duraskid (New England) LLC's lease of production
       equipment. The Company acted as guarantor on the lease. The equipment was
       repossessed by the lessor and is being sold with any proceeds less
       related costs being offset against the judgment owed. The Company has
       accrued the eventual costs, in its opinion, to dispose of this judgment.
       The final outcome of this matter is uncertain and the potential effect on
       the Company's consolidated financial position is not reasonably
       determinable at this time.

In addition to the lawsuits described above, the Company is currently defending
statements of claim from a number of creditors totaling approximately $1.2
million, which are currently reflected as liabilities in the consolidated
balance sheet. The Company will vigorously defend these actions but if the
creditors were to be successful in obtaining a judgment against the Company, it
would have a material adverse effect on the Company's ability to continue as a
going concern.

C) YEAR 2000

Certain computer programs and microprocessors use two digits rather than four to
define the applicable year. Any computer programs that have date-sensitive
software and microprocessors may recognize a date using "00" as the year 1900
rather than 2000. While not as potentially damaging as in other industries (such
as the high technology and financial services industries), this phenomenon could
cause a disruption of the Company's operations, including, among other things, a
temporary inability to utilize manufacturing equipment, send invoices, or engage
in similar normal business activities. Management believes the Company is
substantially year 2000 compliant with respect to its manufacturing operations
including related process control equipment and its selling, general and
administration operations. It is Company policy that prior to purchasing any new
equipment or software that the specifications include year 2000 compliance.
However, there can be no guarantee that the systems of other companies on which
the Company's systems will rely, will be converted on a timely basis, or that a
failure to convert by another company, or a conversion that is incompatible with
the Company's systems, would not have a material impact on the Company. Based on
its current assessment, management believes that year 2000 compliance will not
have a material adverse impact on the future operations of the Company.


OUTLOOK

The challenges for 2000 include the following:

- Raise a minimum of $2 million to restore balance sheet liquidity;

- Successfully introduce new decking products;

- Build on the previous Duraskid sales and marketing efforts;


                                       18
<PAGE>
- Eliminate production bottlenecks such as assembly, compounding and surface
  treatment to increase production throughput and achieve profitability;

- Restructure the balance sheet and eliminate the financial impact of the
  closure of the Andover facility;

- Strengthen the Board of Directors with individuals that have substantial
  experience related to the activities of the Company.


The Company is actively seeking additional equity capital in order to strengthen
working capital, reduce liabilities and purchase additional production
equipment.

2000 will be a year of continued retrenchment. Management is focused on
resolving the issues identified above, however, the failure to resolve these
issues will cause the Company to fail and the Company to be liquidated.

The Company faces many challenges to its survival, however, management of the
Company is guardedly optimistic that these challenges will be successfully
overcome.


ITEM 10.  DIRECTORS AND OFFICERS OF REGISTRANT

The executive officers and directors of the Company are as follows:

<TABLE><CAPTION>
-------------------     ---------------------------     --------------------------------------
      Name                      Position                                Term
-------------------     ---------------------------     --------------------------------------
<S>                     <C>                             <C>
Michael P. Zuk          Director, President and CEO     Director since September 1998 and
                                                        President and CEO since September 1998
-------------------     ---------------------------     --------------------------------------
John Winter             Director, VP Manufacturing      Director since May 1996 and VP
                                                        Manufacturing since December 1995
-------------------     ---------------------------     --------------------------------------
Paul Frustaglio         Director                        Director since November 1999
-------------------     ---------------------------     --------------------------------------
</TABLE>

All directors hold office until the next annual meeting of the shareholders of
the Company and until their successors have been elected and qualified. Officers
of the Company serve at the discretion of the Board of Directors.

There are no arrangements or understandings between any of the directors or
officers of the Company and any other person pursuant to which they were
selected as a director or officer of the Company. There are no family
arrangements between any director or officer of the Company and any other
director or officer of the Company.





                                       19
<PAGE>

ITEM 11.  COMPENSATION OF DIRECTORS AND OFFICERS

Compensation Summary

The table below sets forth information concerning the compensation of the
Company's chief executive officer and for all officers as a group for the
Company's financial years ended December 31, 1999, 1998 and 1997:

<TABLE>
<CAPTION>
--------------   -----------------------------------------------------   -----------------------------------------------------
                            ANNUAL COMPENSATION                              LONG-TERM COMPENSATION
--------------   -----------------------------------------------------   -----------------------------------------------------
 Name and        Year          Salary ($)    Bonus ($)     Other         Awards        Awards        Payouts       All other
 principal                                                 annual        securities    restricted    LTIP (2)      compensation
 position                                                  compensation  under         Shares or     Payouts          ($)
                                                              ($)        option/       restricted       ($)
                                                                         SARs (1)      share
                                                                         granted (#)   units ($)
--------------   -----------   -----------   -----------   -----------   -----------   -----------   -----------   -----------
<S>              <C>           <C>           <C>           <C>           <C>           <C>           <C>           <C>
Keith            1999          Nil           Nil           Nil           Nil/Nil       Nil           Nil           Nil
Carrigan         1998(3)       186,865       Nil           Nil           Nil/Nil       Nil           Nil           Nil
President        1997          168,160       Nil           Nil           200,000/Nil   Nil           Nil           Nil
--------------   -----------   -----------   -----------   -----------   -----------   -----------   -----------   -----------
                 1999           75,000       Nil           Nil           Nil/Nil       Nil           Nil           Nil
Michael P. Zuk   1998           40,000(4)    Nil           Nil           Nil/Nil       Nil           Nil           Nil
--------------   -----------   -----------   -----------   -----------   -----------   -----------   -----------   -----------
                 1999          195,000       Nil           Nil           150,000/Nil   Nil           Nil           Nil
Officers         1998          326,865       Nil           Nil           Nil/Nil       Nil           Nil           Nil
as a group       1997          381,910       Nil           Nil           550,000/Nil   Nil           Nil           Nil
--------------   -----------   -----------   -----------   -----------   -----------   -----------   -----------   -----------
</TABLE>

(1)   Stock appreciation rights
(2)   Long term incentive plans
(3)   Mr. Carrigan was succeeded as President of the Company by Mr. Zuk on
      August 31, 1998
(4)   Mr. Zuk recieved no compensation in 1998 as President of the Company.

For each of the financial years ended December 31, 1999, 1998 and 1997, there
were no standard arrangements by which directors of the Company were compensated
for their services to the Company as directors. Directors participate in the
Company's stock option plan.













                                       20
<PAGE>

ITEM 12. OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR SUBSIDIARIES

(a) Stock Option Plan

On April 17, 1996, the board of directors of the Company approved the
establishment of a stock option plan (the "1996 Plan") relating to the common
shares ("Common Shares") of the Company. Disinterested shareholders of the
Company passed a resolution approving the establishment of the 1996 Plan on May
30, 1996. Eligibility for participation in the 1996 Plan is restricted to
directors, officers, employees and consultants of the Company and its affiliates
and other designated persons and their personal holding companies and registered
retirement savings plan ("RRSP's"). The number of Common Shares subject to
options granted under the 1996 Plan (and under all other management options and
employee stock purchase plans) is limited, in the aggregate, to 5,000,000. The
maximum number of Common Shares which may be reserved for issuance to any one
person, including insiders of the Company under the 1996 Plan, is not limited
except to the extent that at no time may such number exceed 5% of the number of
issued and outstanding Common Shares. The exercise price of any option granted
under the 1996 Plan may not be less than the fair market value (e.g., the
prevailing market price) of the Common Shares at the time the option is granted.
Options issued under the 1996 Plan may be exercised during a period determined
by the board of directors which cannot exceed five years and are subject to
earlier termination upon the termination of the optionee's employment, upon the
optionee ceasing to be a director and/or officer of the Company or any
subsidiary, or upon the retirement, permanent disability or death of an
optionee. The options issued under the 1996 Plan are non-transferable. The
Company does not provide any financial assistance to participants under the 1996
Plan to facilitate the purchase of Common Shares.

As of December 31, 1999, the following options were outstanding:

       Number of options        Expiry date              Purchase price
       -----------------        -----------              --------------
                 18,040         June 27, 2001            $0.70
                 25,000         January 27, 2002         $1.10
                115,000         July 9, 2002             $2.00
                100,000         August 3, 2003           $2.55
                 75,000         September 1, 2002        $2.80
                300,000         March 8, 2004            $0.50
                150,000         October 19, 2000         $0.70
                100,000         September 27, 2004       $0.50
                750,000         December 1, 2004         $0.25

As of December 31, 1999, directors and officers as a group held options to
purchase up to 150,000 common shares of the Company.

(b) Shareholder Rights Plan

On April 23, 1997, the board of directors of the Company (the "Board") adopted
the Dura Products International Inc. shareholder rights plan (the "Rights
Plan"). The Rights Plan, which was subsequently approved by the shareholders of
the Company, is effective as of April 23, 1997, and will expire on December 31,
2002.

The objectives of the Rights Plan are to ensure, to the extent possible, that
all shareholders of the Company are treated equally and fairly in connection
with any take-over bid for the Company. Take-over bids may not always result in
shareholders receiving equal or fair treatment or full value for their
investment. In addition, current Canadian securities legislation only requires a
take-over bid to remain open for 21 days. The Board believes that this period

                                       21
<PAGE>
may be insufficient for the Board to evaluate a bid, pursue alternatives which
could maximize the shareholder value, and make informed recommendations to the
shareholders.

The Rights Plan discourages discriminatory or unfair take-over bids for the
Company and gives the Board time, if appropriate, to pursue alternatives to
maximize shareholder value in the event of unsolicited take-over bid for the
Company. The Rights Plan will encourage a potential offeror to proceed by way of
a permitted bid or to approach the Board with a view to negotiation, by creating
the potential for substantial dilution of any offeror's position. The permitted
bid provisions of the Rights Plan are designed to ensure that, in any take-over
bid, all shareholders are treated equally, receive the maximum value for their
investment and are given adequate time to properly assess the take-over bid on a
fully informed basis. However, it should be noted that the terms of The Rights
Plan could deter potential acquisitions of the Company in circumstances where
such bids would result in premiums for shareholders.

Pursuant to the Rights Plan, one Right has been issued by the Company pursuant
to the Rights Agreement in respect of each Common Share outstanding at the Close
of Business on April 23, 1997 (the "Record Time"). One Right will also be issued
for each additional Common Share issued after the Record Time and prior to the
earlier of the Separation Time (as defined below), the expiry date of the Rights
Plan or the day on which the right to exercise Rights expires.

The Separation Time is defined in the Rights Agreement as the Close of Business
on the 10th day (or such earlier or later day as may be determined by the Board)
after the earlier of: public disclosure that a person has become an Acquiring
Person (defined in the Rights Agreement as a person who has acquired, other than
pursuant to an exemption available under the Rights Plan or a permitted bid,
beneficial ownership of 10% percent or more of the Voting Shares of the
Company); and the date of the commencement of, or first public announcement of
an intention to commence, a take-over bid (other than a permitted bid) to
acquire beneficial ownership of 20% percent or more of the Common Shares.

Each Right will entitle the registered holder to purchase from the Company one
Common Share at a price per share equal to 50% of the then fair market value,
subject to certain anti-dilution adjustments. The Rights, however, will not be
exercisable until the Separation Time.

Until the Separation Time, the Rights will trade together with the Common
Shares, will be represented by the Common Share certificates and will not be
exercisable. After the Separation Time, the Rights will become exercisable, will
be evidenced by Rights certificates and will be transferable separately from the
Common Shares.

If an offeror successfully completes a permitted bid, the Board shall be deemed
to have elected to redeem the Rights at $0.001 per Right, appropriately adjusted
for anti-dilution, and no further Rights will be issued.

A permitted bid, even if not approved by the Board, may be taken directly to the
shareholders of the Company. Shareholder approval at a special meeting will not
be required for a permitted bid. Instead, shareholders of the Company will
initially have 60 days to deposit their shares. If more than 50 percent of the
outstanding Common Shares (other than Common Shares beneficially owned by the
offeror on the date of the take-over bid) have been deposited and not withdrawn
by the end of such 60-day period, the bid must be extended for a further period
of 10 days to allow initially disapproving shareholders to deposit their shares
if they so choose.



                                       22
<PAGE>
If a potential offeror does not wish to make a permitted bid, it can negotiate
with, and obtain the prior approval of, the Board to make a take-over bid on
terms which the Board considers fair to all shareholders. In such circumstances,
the Board may waive the application of the Rights Plan to that particular
transaction or redeem the Rights, thereby allowing such bid to proceed without
dilution to the offeror.

Under the Rights Agreement, the implementation of the Rights Plan is triggered,
subject to the Board's discretion, upon the occurrence of any transaction or
event in which any person becomes an Acquiring Person. Except as set out below,
from and after the Close of Business on the 10th day following such an event:
(a) any Rights beneficially owned by the acquiring person and affiliate,
associates and transferees of the acquiring person will become void; and (b)
each Right (other than Rights which are void) will entitle the holder thereof to
purchase Common Shares at 50% of the then fair market value. Therefore, an event
triggering the implementation of the Rights Plan, if not approved by the Board,
will result in significant dilution to an Acquiring Person. The Board, at its
option and at any time prior to the occurrence of such an event, may elect to
redeem all of the outstanding Rights at a redemption price of $0.001 per Right,
appropriately adjusted for anti-dilution as set out in the Rights Agreement.

The Company may, from time to time, amend, vary or delete any of the provisions
of the Rights Agreement to, among other things: (i) make any changes which the
Board, acting in good faith, deems necessary or desirable, (ii) cure any
ambiguity or correct any inconsistency; or (iii) increase or decrease the
exercise price of the Rights. Such amendments will not require the approval of
the holders of Rights or Common Shares. The Company may, from time to time, with
the approval of a majority of the holders of Rights, amend, vary or delete any
of the provisions of the Rights Agreement (whether or not such change shall
materially adversely affect the interests of the holders of the Rights).


ITEM 13.  INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS

(a) Material Transactions

During 1998 a Director advanced a non-interest bearing loan of $585,034 to the
Company for working capital purposes. In 1999 this loan was converted to common
shares. In 1998, the Company's minority interest partner in Duraskid (New
England) L.L.C. advanced $317,895 to Duraskid (New England) L.L.C. by way of a
non-interest bearing loan. As of December 31, 1999, this loan remained
outstanding. In addition, this same minority interest partner advanced
$1,149,975 by way of a subordinated debenture which bears interest at a rate of
9% per annum payable quarterly in arrears. The loan is currently in default.
Neither D.P.I. nor Duraskid Inc. has guaranteed this debt.

(b) Indebtedness of Directors and Officers

No director or officer of the Company, at any time during the fiscal year ended
December 31, 1999 was indebted to the Company. No director or officer of the
Company, at any time during the fiscal year ended December 31, 1998 was indebted
to the Company.

Key Employee Agreements

There are no written agreements with key employees.





                                       23
<PAGE>
                                     PART II


ITEM 14.  DESCRIPTION OF SECURITIES TO BE REGISTERED.

Not Applicable


                                    PART III

ITEM 15.  DEFAULTS UPON SENIOR SECURITIES

The Company acquired production equipment for its Toronto facility. The
equipment was financed by equipment leases as follows:

                                                     1999          1998
                                                  -----------   -----------
Toronto equipment obligation, bearing interest
at 11.4% per annum, monthly blended payments
of $31,984, due September 2002                    $ 1,024,914   $ 1,256,195
Andover equipment obligation, bearing interest
at 9.26% per annum, monthly blended payments
of US$40,317, due July 2005                                --     3,650,147
Miscellaneous office equipment obligation                 379        11,506
                                                  -----------   -----------
                                                    1,025,293     4,917,848
Less: current portion                              (1,025,923)   (4,917,848)
                                                  -----------   -----------
                                                  $        --   $        --
                                                  -----------   -----------



The lease agreement contains covenants which restrict the ability of Dura Skid
to transfer any assets to its parent company, Dura Products International Inc.,
without the approval of the lender. As at December 31, 1999, the Company was not
in compliance with the financial covenants of this facility which continued
subsequent to year end. As a result the lender could elect to accelerate demand
of this lease and, accordingly, the total amount owing has been classified as
current in the consolidated balance sheets. As of March 25, 2000, the Company
has not received notice from the lender indicating its intention to exercise its
rights under these events of default. See Note 1 to the Consolidated Financial
Statements.

Pursuant to the agreement for the Andover equipment, the Duraskid (New England)
LLC pledged 15 extrusion machines located at the Andover facility as collateral.
During 1999, Duraskid (New England) LLC was in arrears in its monthly payments
and was in breach of its financial covenants. As a result, the lender exercised
its right under these events of default and repossessed the equipment. See Note
1 to the Consolidated Financial Statements.


ITEM 16. CHANGES IN SECURITIES AND CHANGES IN SECURITY FOR REGISTERED SECURITIES

Not applicable.






                                       24
<PAGE>
                                     PART IV


ITEM 17.  FINANCIAL STATEMENTS.

Not applicable.


ITEM 18.  FINANCIAL STATEMENTS.

The consolidated financial statements of the Company, the accompanying notes
thereto and the independent auditors' reports are included as part of this Form
20-F and immediately follow the signature page of this Form 20-F.


ITEM 19. FINANCIAL STATEMENTS AND EXHIBITS

(A) FINANCIAL STATEMENTS

The following financial statements are filed herewith:

     1. Consolidated Balance Sheets as of December 31, 1999 and December 31,
        1998.
     2. Consolidated Statements of Operations and Deficit for the years ended
        December 31, 1999, 1998 and 1997.
     3. Consolidated Statements of Changes in Financial Position for the years
        ended December 31, 1999, 1998 and 1997.
     4. Notes to Consolidated Financial Statements.

(B)  FINANCIAL STATEMENT SCHEDULES

     Schedule I -- Condensed Financial Information of the Registrant

(C)  EXHIBITS

The following exhibits are filed herewith:

   11.0      Computation of Earnings Per Share
   27.0      Financial Data Schedule



















                                       25
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant certifies that it meets all of the requirements for filing
on Form 20-F and has duly caused this Annual Report to be signed on its behalf
by the undersigned, thereunto duly authorized.




DURA PRODUCTS INTERNATIONAL INC.              January 28, 2000
---------------------------------------       ------------------------------
(Registrant)                                  (Date)

/s/ Michael P. Zuk                            /s/ Paul Frustaglio
---------------------------------------       ------------------------------
(Signature)                                   (Signature)

President and Chief Executive Officer,
Director                                      Director
---------------------------------------       ------------------------------




































                                       26
<PAGE>










                        DURA PRODUCTS INTERNATIONAL INC.

                       CONSOLIDATED FINANCIAL STATEMENTS

                               DECEMBER 31, 1999
<PAGE>





                        DURA PRODUCTS INTERNATIONAL INC.

                       CONSOLIDATED FINANCIAL STATEMENTS

                               DECEMBER 31, 1999




                               TABLE OF CONTENTS


Auditors' Report                                                           1

Consolidated Balance Sheets                                                2

Consolidated Statements of Operations and Deficit                          3

Consolidated Statements of Cash Flows                                      4

Notes to Consolidated financial statements                            5 - 25
<PAGE>

SCHWARTZ LEVITSKY FELDMAN LLP
CHARTERED ACCOUNTANTS
TORONTO, MONTREAL, OTTAWA

                                AUDITORS' REPORT
To the Shareholders of
Dura Products International Inc.

We have audited the consolidated balance sheet of Dura Products International
Inc. as at December 31, 1999 and the consolidated statements of operations and
deficit and cash flows for the year ended December 31, 1999. 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 audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform an audit to obtain reasonable
assurance 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 consolidated 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.

In our opinion, these consolidated financial statements present fairly, in all
material respects, the consolidated financial position of the Company as at
December 31, 1999 and the results of its operations and its cash flows for the
year ended December 31, 1999 in accordance with accounting principles generally
accepted in Canada.

The consolidated financial statements for the year ended December 31, 1998 were
audited by other auditors, who expressed an opinion without reservation on those
consolidated financial statements in their report dated June 11, 1999.

                                                  "Schwartz Levisky Feldman llp"
Toronto, Ontario                                           Chartered Accountants
March 25, 2000

                COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA
                          - U.S. REPORTING DIFFERENCES

In the United States, reporting standards for auditors require the addition of
an explanatory paragraph (following the opinion paragraph) when the consolidated
financial statements are affected by conditions and events that cast substantial
doubt on the Company's ability to continue as a going concern, such as those
described in Note 1 to the consolidated financial statements. The above opinion
is expressed in accordance with Canadian reporting standards which do not permit
a reference to such events and conditions in the auditors' report when these are
adequately disclosed in the consolidated financial statements.

                                                  "Schwartz Levisky Feldman llp"
Toronto, Ontario                                           Chartered Accountants
March 25, 2000

  |   1167 Caledonia Road
  |   Toronto, Ontario M6A 2X1
  |   Tel: 416 785 5353
  |   Fax: 416 785 5663
<PAGE>

DURA PRODUCTS INTERNATIONAL INC.
Consolidated Balance Sheets
As at December 31, 1999


                                                          1999         1998
                                                           $            $
                                     ASSETS
CURRENT ASSETS

Cash                                                       2,473        90,987
Accounts receivable                                       95,963        41,612
Other receivable (note 3)                                 40,233        64,230
Inventory (note 4)                                       135,356       231,454
Prepaid expenses                                          39,556       191,931
                                                      ----------    ----------

                                                         313,581       620,214

CAPITAL ASSETS (note 5)                                4,547,918    13,289,203
                                                      ----------    ----------











                                                       4,861,499    13,909,417
                                                      ==========    ==========



APPROVED ON BEHALF OF THE BOARD

(signed) Michael P. Zuk          Director
--------------------------------
(signed) John Winter             Director
--------------------------------
<PAGE>

DURA PRODUCTS INTERNATIONAL INC.
Consolidated Balance Sheets
As at December 31, 1999

                                                          1999         1998
                                                           $            $
                                  LIABILITIES
CURRENT LIABILITIES

Bank indebtedness                                            -          81,689
Accounts payable                                       1,028,351     1,464,544
Accrued liabilities                                    3,430,898     1,005,480
Accrued salaries                                         287,000       364,754
Accrual for capital asset purchases                    2,636,533     2,636,533
Capital leases obligations (note 9)                    1,025,293     4,917,848
Short-term loans payable (note 13)                       100,000       721,531
Advances from minority interest (note 14)                317,895       317,895
                                                      ----------    ----------

                                                       8,825,970    11,510,274

SUBORDINATED DEBENTURE MINORITY INTEREST (note 14)     1,149,975     1,149,975
                                                      ----------    ----------

                                                       9,975,945    12,660,249
                                                      ----------    ----------
                            SHAREHOLDERS' DEFICIENCY

CAPITAL STOCK (note 6)

Authorized

An unlimited number of Common shares

Issued

30,547,619 Common shares (23,616,599 in 1998)         20,312,508    17,006,171

DEFICIT                                              (25,426,954)  (15,757,003)
                                                      ----------    ----------

                                                      (5,114,446)    1,249,168
                                                      ----------    ----------

                                                       4,861,499    13,909,417
                                                      ==========    ==========

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

                                                                               2
<PAGE>

DURA PRODUCTS INTERNATIONAL INC.
Consolidated Statements of Operations and Deficit
For the year ended December 31, 1999

<TABLE><CAPTION>
                                                          1999         1998         1997
                                                           $            $            $
<S>                                                    <C>           <C>          <C>
REVENUE                                                  831,539       311,527       60,362
                                                      ----------    ----------   ----------
EXPENSES

   Cost of sales, sales and marketing,
     general and administrative expenses               4,242,973     4,031,957    1,589,003
   Research and development                                  -       2,950,499    1,239,576
   Amortization                                          696,656       684,321      184,709
   Interest expense                                      136,201       214,215       42,633
   Write-down of assets and provisions (note 7)        5,425,660     1,654,957          -
                                                      ----------    ----------   ----------

                                                      10,501,490     9,535,949    3,055,921
                                                      ----------    ----------   ----------

LOSS BEFORE MINORITY INTEREST                         (9,669,951)   (9,224,422)  (2,995,559)

MINORITY INTEREST                                            -         551,250          -
                                                      ----------    ----------   ----------

LOSS FOR THE YEAR                                     (9,669,951)   (8,673,172)  (2,995,559)

Deficit, beginning of year                           (15,757,003)   (7,083,831)  (4,088,272)
                                                      ----------    ----------   ----------

DEFICIT, END OF YEAR                                 (25,426,954)  (15,757,003)  (7,083,831)
                                                      ==========    ==========   ==========

Loss per share for the year                                (0.36)        (0.38)       (0.17)
                                                      ==========    ==========   ==========

Weighted average common shares outstanding            27,093,742    22,952,169   17,979,443
                                                      ==========    ==========   ==========
</TABLE>
              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                                                               3
<PAGE>

DURA PRODUCTS INTERNATIONAL INC.
Consolidated Statements of Cash Flows
For the year ended December 31, 1999
<TABLE><CAPTION>
                                                          1999         1998         1997
                                                           $            $            $
<S>                                                    <C>           <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                           (9,669,951)   (8,673,172)  (2,995,559)
   Add (deduct) non-cash items:
     Write-down of assets                              4,225,660     1,654,957          -
     Amortization                                        696,656       684,321      184,709
     Exchange adjustment and other amounts                   -          27,807          -
     Minority interest                                       -        (551,250)         -
                                                      ----------    ----------   ----------

                                                      (4,747,635)   (6,857,337)  (2,810,850)

   Net change in non-cash working capital items
     Accounts and other receivables                      (30,354)      206,700     (198,488)
     Inventory                                            96,098       (48,592)    (182,862)
     Prepaid expenses                                    152,375        (5,532)     (17,284)
     Accounts payable and accrued liabilities          1,911,471     2,037,145       74,297
                                                      ----------    ----------   ----------

                                                      (2,618,045)   (4,667,616)  (3,135,187)
                                                      ----------    ----------   ----------
CASH FLOWS FROM INVESTING ACCTIVITIES
   Disposals of (additions to) capital assets            168,822    (2,602,154)  (3,524,858)
   Cash in escrow                                            -             -       (306,000)
                                                      ----------    ----------   ----------
                                                         168,822    (2,602,154)  (3,830,858)
                                                      ----------    ----------   ----------
CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of common shares                           2,721,303     2,758,184    9,346,837
   Short-term loans payable (repaid) advanced            (36,497)      721,531     (341,177)
   Bank indebtedness                                     (81,689)       81,689          -
   Capital lease payments                               (242,408)     (263,951)      (7,623)
   Subordinated debenture of minority interest
     shareholder of subsidiary                               -       1,149,975          -
   Capital contributions of minority interest                -         551,250          -
   Advance from minority interest                            -         317,895          -
                                                      ----------    ----------   ----------

                                                       2,360,709     5,316,573    8,998,037
                                                      ----------    ----------   ----------
NET DECREASE IN CASH                                     (88,514)   (1,953,197)   2,031,992
   Cash and cash equivalents,
     beginning of year                                    90,987     2,044,184       12,192
                                                      ----------    ----------   ----------
CASH AND CASH EQUIVALENTS,
END OF YEAR                                                2,473        90,987    2,044,184
                                                      ==========    ==========   ==========

Interest paid                                            135,013       161,725       52,715
                                                      ==========    ==========   ==========

Income taxes paid                                            Nil           Nil          Nil
                                                      ==========    ==========   ==========
</TABLE>
              The accompanying notes are an integral part of these
                       consolidated financial statements.
                                                                               4
<PAGE>

DURA PRODUCTS INTERNATIONAL INC.
Notes to Consolidated Financial Statements
December 31, 1999


1.   BASIS OF PRESENTATION AND GOING CONCERN

     General

     The consolidated financial statements of the Company have been prepared by
     management in accordance with generally accepted accounting principles on a
     going concern basis which contemplates the realization of assets and the
     discharge of liabilities in the normal course of business for the
     foreseeable future.

     During 1998 and 1999, the Company encountered significant operational
     issues in its Toronto facility principally related to the automated
     assembly of pallets. In addition, the Company's Andover, Massachusetts
     facility owned by Duraskid (New England) LLC experienced significant cost
     overruns and delayed startup and similar operational issues as the Toronto
     facility. The capacity constraints at the Toronto facility and the problems
     related to the Andover facility adversely impacted sales, earnings and cash
     flow, which in turn reduced working capital and overall liquidity. The
     Company has incurred significant consolidated losses of $9,669,951,
     $8,673,172 and $2,995,559 for each of the years ended December 31, 1999,
     1998 and 1997 respectively. The Company had a consolidated working capital
     deficiency of $8,512,389 as at December 31, 1999. At December 31, 1999, the
     Company was in breach of its liquidity and leverage ratios and minimum
     revenues relating to loans provided for equipment, which have continued
     subsequent to year end (note 9).

     The Company undertook a review of its capital assets to identify any
     surplus and /or obsolete equipment. As a result, a write-down of $4,225,660
     was taken for the capital assets in 1999 and a write-down of $1,654,957 was
     taken for both the technology and capital assets in 1998 (note 7).

     Duraskid (New England) LLC

     As a result of the operational issues in its Andover facility and the
     Company's lack of adequate financial resources, the Company and its
     minority interest partners decided to abandon the Andover facility during
     1999. As a result, certain creditors of Duraskid (New England) LLC have
     re-possessed certain capital assets with a carrying value of $5,391,490
     (US$3,594,327) (note 12 (k)), and a creditor has obtained a judgment
     against the Company for damages resulting from the non-fulfilment of the
     lease (note 12(i)). The re-possessed capital assets have been written off
     against their corresponding liabilities. The remaining capital assets have
     been written down to estimated net realizable value.














                                                                               5
<PAGE>

DURA PRODUCTS INTERNATIONAL INC.
Notes to Consolidated Financial Statements
December 31, 1999

1.   BASIS OF PRESENTATION AND GOING CONCERN (cont'd)

     A condensed balance sheet as at December 31, 1999, in Canadian dollars,
     displaying the assets and liabilities of Duraskid (New England) LLC, all of
     which are included in the consolidated balance sheet of the Company, is as
     follows:

         Capital assets                                         $          Nil
                                                                --------------

         Total assets                                                      Nil
                                                                --------------

         Other current liabilities                              $    2,970,655
         Subordinated debenture to minority interest                 1,149,975
         Advances from minority interest                               317,895
                                                                --------------

         Total liabilities                                      $    4,438,525
                                                                --------------

         Loss recognized in excess of the Company's investment       3,725,660
                                                                --------------

     Dura Products International Inc. has provided a guarantee for the equipment
     capital lease and the facilities operating lease (note 9). The minority
     interest partner has also provided a guarantee for the capital lease and
     has provided a guarantee to Dura Products International Inc. for their 49%
     share of the guarantee for the facilities operating lease.

     Management has recorded in these consolidated financial statements
     management's best estimate of the costs to Dura Products International Inc.
     of the decision to abandon the facility in Andover, Massachusetts. However,
     such costs will be dependent on the amounts creditors will recover through
     sale of capital assets, sub-letting the operating facility, or recovery
     from the minority interest partner. Accordingly, additional provisions,
     which may be material, could be required in future periods.

     Creditor Lawsuits

     In addition to the lawsuits which are described in Note 12, the Company is
     currently defending statements of claims from a number of creditors
     totalling approximately $1,200,000 which are currently reflected as
     liabilities in the consolidated balance sheet. The Company will vigorously
     defend these actions but if the creditors were to be successful in
     obtaining a judgment against the Company, it would have a material adverse
     effect on the Company's ability to continue as a going concern.





                                                                               6
<PAGE>

DURA PRODUCTS INTERNATIONAL INC.
Notes to Consolidated Financial Statements
December 31, 1999

1.   BASIS OF PRESENTATION AND GOING CONCERN (cont'd)

     Future Plans

     Management of the Company is undertaking steps as part of a plan to
     restructure its financial liabilities and improve operations with the goal
     of sustaining Company operations for the next twelve months and beyond.
     These steps include: (i) raising additional capital funds for working
     capital and obtaining necessary capital assets to eliminate production
     bottlenecks, (ii) directing sales and marketing efforts on specified target
     markets, (iii) implementing process improvements, and (iv) controlling
     overhead and the elimination of unnecessary expenses. There can be no
     assurance that the Company can achieve profitable operations in the future.

     Conclusion

     The Company's ability to operate as a going concern is dependent upon
     obtaining additional capital, the continued financial support of its
     creditors, the achievement of profitable operations and the satisfactory
     resolution of the matters described above. The outcome of these matters
     cannot be predicted at this time.

     These consolidated financial statements do not give effect to any
     adjustments which would be necessary should the Company be unable to
     continue as a going concern and, therefore, be required to realize its
     assets and discharge its liabilities in other than the normal course of
     business and at amounts different from those reflected in the accompanying
     consolidated financial statements.
























                                                                               7
<PAGE>

DURA PRODUCTS INTERNATIONAL INC.
Notes to Consolidated Financial Statements
December 31, 1999

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a)  Basis of Presentation

         These consolidated financial statements have been prepared in Canadian
         dollars in accordance with accounting principles generally accepted in
         Canada (note 1), which conform, in all material respects, with
         accounting principles generally accepted in the United States, except
         as disclosed in note 16.

     b)  Principles of Consolidation

         The consolidated financial statements include the accounts of Dura
         Products International Inc. (the "Company") and its significant
         subsidiaries, Dura Skid Inc. ("Dura Skid") and Duraskid (New England)
         LLC. All significant intercompany accounts and transactions have been
         eliminated on consolidation.

     c)  Revenue Recognition

         Revenue is recognized when goods are shipped to the customer.

     d)  Inventory

         Inventory of raw materials is valued at the lower of average cost and
         replacement cost or net realizable value. Inventory of work in process
         and finished goods is valued at the lower of standard cost which
         approximates cost on a first-in, first-out basis, and net realizable
         value.

     e)  Capital Assets

         Capital assets are recorded at cost, with amortization being provided
         on a straight-line basis as follows:

         Computer                                                        3 years
         Furniture and fixtures                                          5 years
         Leasehold improvements        Term of the lease plus one renewal period
         Production equipment                                           10 years
         Vehicles                                                        5 years

         Amortization in the year of purchase is calculated at one-half of the
         annual rate.

     f)  Research and Development Cost

         Research costs are expensed as incurred. Development costs are expensed
         in the year incurred unless management believes that the development
         project meets the generally accepted accounting principles for deferral
         and amortization. All development costs to date have been expensed as
         incurred.

                                                                               8
<PAGE>

DURA PRODUCTS INTERNATIONAL INC.
Notes to Consolidated Financial Statements
December 31, 1999

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

     g)  Income Taxes

         The liability method of tax allocation is used in accounting for income
         taxes. Under this method, future tax assets and liabilities are based
         on differences between the financial reporting and tax bases of assets
         and liabilities, and measured using the substantively enacted tax rates
         and laws that will be in effect when the differences are expected to
         reverse.

         Investment tax credits relating to capital asset purchases and
         scientific research and experimental development ("SRED") expenditures
         are accounted for as a reduction of the cost of such assets and
         expenses, respectively, when the Company has reasonable assurance as to
         realization. To date, no investment tax credits have been recorded in
         the accounts of the Company.

     h)  Foreign Currency translation

         Assets and liabilities denominated in foreign currencies, as well as
         the accounts of Duraskid (New England) LLC, are translated as follows:

         Monetary assets and liabilities              at year-end exchange rates
         Non-monetary assets, liabilities and
           amortization                               at historic exchange rates
         Revenue and expenses other than
           amortization                                at average exchange rates
                                                                    for the year

         Foreign exchange gains and losses on transactions during the year and
         on year-end translation accounts are reflected in income.

     i)  Loss Per Share

         The loss per share has been calculated using the weighted average
         number of shares outstanding during the year.

     j)  Cash and Cash Equivalents

         The Company considers all highly liquid instruments with a maturity of
         three months or less when purchased to be cash equivalents and are
         grouped with "Cash" on the consolidated balance sheets.

     k)  Leases

         The Company leases certain of its assets. Assets rented under capital
         lease arrangements, where substantially all of the benefits of
         ownership are transferred to the Company, are accounted for as capital
         assets acquisitions and are amortized over their estimated useful
         lives, on a straight-line basis. Obligations under the terms of capital
         leases are shown as liabilities of the Company.

                                                                               9
<PAGE>

DURA PRODUCTS INTERNATIONAL INC.
Notes to Consolidated Financial Statements
December 31, 1999

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

     l)  Use of Estimates

         The preparation of consolidated 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 disclosures of contingent assets and liabilities at
         the date of the financial statements and the reported amounts of
         revenue and expenses during the reporting periods. Actual amounts could
         differ from those estimates.

     m)  Financial Instruments

         Due to the nature of the Company's current financial condition (note
         1), it is not practicable to make a determination of fair values of the
         Company's financial instruments.

     n)  Comparative Figures

         Certain prior years' comparative figures have been reclassified to
         conform to the current year's presentation.

3.   OTHER RECEIVABLE

     Other receivable consist of :

                                                          1999         1998
                                                           $            $

     GST receivable                                       40,233        64,230
                                                      ==========    ==========
4.   INVENTORY

                                                          1999         1998
                                                           $            $
     Inventory consists of :

     Raw materials                                        68,977        92,632
     Finished goods and work-in-process                   66,379       138,822
                                                      ----------    ----------
                                                         135,356       231,454
                                                      ==========    ==========

                                                                              10
<PAGE>

DURA PRODUCTS INTERNATIONAL INC.
Notes to Consolidated Financial Statements
December 31, 1999

5.   CAPITAL ASSESTS

     Capital assets consist of:

     December 31, 1999

<TABLE><CAPTION>
                                                                 Accumulated
                                                        Cost     Amortization       Net
                                                        ----     ------------       ---

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

     Computer equipment and software                     152,532       135,962       16,570
     Furniture and fixtures                               68,789        40,118       28,671
     Leasehold improvements                              482,769       110,912      371,857
     Production equipment                              3,466,655       757,139    2,709,516
     Vehicles                                             15,614         4,685       10,929
     Equipment under capital leases                    1,777,745       367,370    1,410,375
                                                      ----------    ----------   ----------
                                                       5,964,104     1,416,186    4,547,918
                                                      ==========    ==========   ==========

     December 31, 1998

                                                                 Accumulated
                                                        Cost     Amortization       Net
                                                        ----     ------------       ---

                                                          $            $             $
     Computer equipment and software                     130,370        73,518       56,852
     Furniture and fixtures                              229,017        42,382      186,635
     Leasehold improvements                              816,873        76,601      740,272
     Production equipment                              3,702,545       449,033    3,253,512
     Vehicles                                             15,614         1,561       14,053
     Equipment under construction                        564,730           -        564,730
     Equipment not ready for use                       3,211,024           -      3,211,024
     Equipments under capital lease                    1,777,745       189,595    1,588,150
     Equipment under capital lease,
       not ready for use                               3,673,975           -      3,673,975
                                                      ----------    ----------   ----------
                                                      14,121,893       832,690   13,289,203
                                                      ==========    ==========   ==========
</TABLE>

     Certain assets have been pledged as collateral (note 9).

                                                                              11
<PAGE>

DURA PRODUCTS INTERNATIONAL INC.
Notes to Consolidated Financial Statements
December 31, 1999

6.   SHARE CAPITAL

     Class A Special shares; unlimited authorized
     The Class A Special shares are voting and may be issued in one or more
     series. The Directors of the Company may establish, before an issue, the
     number of shares to comprise each series and the designation, rights,
     privileges, restrictions and conditions attached to each series, and
     without limiting the generality of the foregoing, the rate or amount of
     dividends or the method of calculating dividends, the dates of payment, the
     redemption, purchase and/or conversion prices and terms and conditions of
     redemption and any sinking fund or other provisions. As at December 31,
     1999 and 1998, no Class A Special shares have been issued.

     Class B Special shares; unlimited authorized
     The Class B special shares are designated as redeemable, voting,
     non-participating shares. No dividends shall be declared, set aside or paid
     on the Class B Special shares. As at December 31, 1999 and 1998, no Class B
     Special shares have been issued.

     Common Shares Issued
                                                        Shares        Amount
                                                          No.           $
                                                          ---           -

     Balance, December 31, 1996                       14,105,919     4,901,150
         Issued for cash                               4,374,033     6,004,815
         Exercise of stock options                     1,121,200     1,405,390
         Exercise of warrants                          2,382,612     1,936,632
                                                      ----------    ----------

     Balance, December 31, 1997                       21,983,764    14,247,987
         Exercise of stock options                     1,275,835     1,847,834
         Exercise of warrants                            357,000       910,350
                                                      ----------    ----------

     Balance, December 31, 1998                       23,616,599    17,006,171
         Issued for cash                               3,524,943     1,634,966
         Issued for repayment of debt                    975,057       585,034
         Exercise of stock options                     1,431,020       756,337
         Exercise of warrants                          1,000,000       330,000
                                                      ----------    ----------

     Balance, December 31, 1999                       30,547,619    20,312,508
                                                      ==========    ==========

     Stocks options

     The Company has issued stock options pursuant to the following plans:

     (i) The 1996 stock option plan was limited to 1 million shares in the
         aggregate, and restricted to Directors, officers, employees and
         consultants of the Company. The exercise price of any options granted
         may not be less that the fair market value at the time the option is
         granted. Vesting provisions are at the discretion of the Board. The
         term of the options cannot exceed five years. All options have been
         granted and exercised pursuant to this plan.

                                                                              12
<PAGE>

DURA PRODUCTS INTERNATIONAL INC.
Notes to Consolidated Financial Statements
December 31, 1999

6.   SHARE CAPITAL (cont'd)

     (ii) The 1996 replacement stock option plan was initially limited to 2.5
         million shares in the aggregate, and restricted to directors, officers,
         employees and consultants of the Company and its subsidiaries and other
         designated persons as designated from time to time by the Board. The
         exercise price of any options granted may not be less than the fair
         market value at the time the options are granted. Vesting provisions
         are at the discretion of the Board. The term of the options cannot
         exceed five years. This plan was subsequently amended to increase the
         limit of shares from 2.5 million to 7.0 million shares in the
         aggregate. As at December 31, 1999 approximately 1 million options are
         available to be granted (1998 - approximately 3 million).

         The following is a continuity of stock options outstanding:

                                                                      Number
                                                                   -----------

         Balance, December 31, 1996                                  1,150,000

         Granted during 1997                                         2,364,500
         Exercised during 1997                                      (1,121,200)
                                                                   -----------
         Balance, December 31, 1997                                  2,393,300

         Granted during 1998                                           148,440
         Exercised during 1998                                      (1,275,835)
         Expired during 1998                                          (192,500)
                                                                   -----------
         Balance, December 31, 1998                                  1,073,405

         Granted during 1999                                         3,056,080
         Exercised during 1999                                      (1,431,020)
         Expired during 1999                                        (1,065,425)
                                                                   -----------

         Balance, December 31, 1999 at weighted average  $  0.75   $ 1,633,040
                                                         =======   ===========

                                                                              13
<PAGE>

DURA PRODUCTS INTERNATIONAL INC.
Notes to Consolidated Financial Statements
December 31, 1999

6.   SHARE CAPITAL (cont'd)

         Of the total options outstanding, 18,040 issued at $0.70 expire on June
         27, 2001; 25,000 issued at $1.10 expire on January 27, 2002; 115,000
         issued at $2.00 expire on July 9, 2002; 75,000 issued at $2.80 expire
         on September 1, 2002; 100,000 issued at $2.55 expire on August 3, 2003;
         300,000 issued at $0.50 expire on March 8, 2004; 150,000 issued at
         $0.70 expire on October 19, 2000; 100,000 issued at $0.50 expire on
         September 27, 2004; and 750,000 issued at $0.25 expire on December 1,
         2004. All options are currently exercisable except for 50,000 issued at
         $0.50, which are exercisable on or after August 20, 2000.

         Common share purchase warrants

         The following is a continuity of warrants outstanding:

                                                                     Number
                                                                   -----------
         Balance, December 31, 1996                                        -

           Issued during 1997                                        4,374,040
           Exercised during 1997                                    (2,382,612)
                                                                   -----------
         Balance, December 31, 1997                                  1,991,428

           Issued during 1998                                              -
           Exercised during 1998                                      (357,000)
                                                                   -----------
         Balance, December 31, 1998                                  1,634,428

           Issued during 1999                                        3,500,000
           Expired during 1999                                      (1,634,428)
           Exercised during 1999                                    (1,000,000)
                                                                   -----------

         Balance, December 31, 1999                                  2,500,000
                                                                   ===========

     Each common share purchase warrant outstanding as at December 31, 1999
     entitles the warrantholder to purchase one common share of the company at
     $1 per share. On January 5, 2000, the exercise price of the warrant was
     amended to $0.20 per share, and 2,000,000 warrants were exercised for gross
     proceeds of $400,000.

                                                                              14
<PAGE>

DURA PRODUCTS INTERNATIONAL INC.
Notes to Consolidated Financial Statements
December 31, 1999

7.   WRITE DOWN OF ASSETS AND PROVISIONS

     Write down of assets and provisions are comprised as follows:


                                                          1999         1998
                                                           $            $

     Technology and intangible assets                        -         631,645
     Capital assets                                    4,225,660     1,023,312
     Provisions for guarantee of obligations of
       Duraskid (New England) LLC                      1,200,000           -
                                                      ----------    ----------

                                                       5,425,660     1,654,957
                                                      ==========    ==========


8.   INCOME TAXES

     The components of future income tax assets and liabilities are as follows:


                                                          1999         1998
                                                           $            $

     Future tax assets:

     Net operating loss carryforwards                  4,721,813     2,965,188
     Net capital loss carryforwards                      676,636       676,636
     SRED expenditure pool carryforward                1,123,412     1,123,412
     SRED ITC's recoverable                              673,416       842,763
     Amortization                                        953,874       696,111
                                                      ----------    ----------

     Total future assets                               8,149,151     6,304,110

     Less: Valuation allowance                        (8,149,151)   (6,304,110)
                                                      ----------    ----------

     Net future tax asset                                    -             -
                                                      ==========    ==========

     As at December 31, 1999, the Company has net operating carryforwards of
     approximately $10,808,000 for income tax purposes that expire as follows:

     2000                                                         $     31,000
     2001                                                              112,000
     2002                                                               94,000
     2003                                                              907,000
     2004                                                            1,883,000
     2005                                                            3,033,000
     2006                                                            4,748,000
                                                                  ------------

                                                                  $ 10,808,000
                                                                  ============

                                                                              15
<PAGE>

DURA PRODUCTS INTERNATIONAL INC.
Notes to Consolidated Financial Statements
December 31, 1999

8.   INCOME TAXES (cont'd)

     In addition, as at December 31, 1999, the Company has net capital loss
     carryforwards of approximately $1.5 million, which may be used to offset
     any future capital gains, and SRED expenditure pool carryforwards, which
     may be used to offset future income, of approximately $3.1 million that do
     not expire. Duraskid (New England) LLC has net operating loss carryforwards
     of $1.5 million which expire in 2008. The potential tax savings of these
     losses have not been recognized in these consolidated financial statements.

9.   LEASE OBLIGATIONS AND COMMITMENTS

     a)  Production equipment capital leases consist of:


                                                          1999         1998
                                                           $            $
         Toronto equipment obligation, bearing
         interest at 11.4% per annum, monthly
         blended payments of $31,984, due
         September, 2002                               1,024,914     1,256,195
         Andover equipment obligation, bearing
         interest at 9.26% per annum, monthly
         blended payments of US$40,317, due
         July 2005                                           -       3,650,147
         Miscellaneous office equipment obligation           379        11,506
                                                      ----------    ----------

                                                       1,025,293     4,917,848

         Less: Current portion                        (1,025,923)   (4,917,848)
                                                      ----------    ----------

                                                             -             -
                                                      ==========    ==========

         The lease agreement contains covenants which restrict the ability of
         Dura Skid to transfer any assets to its parent Company, Dura Products
         International Inc., without the approval of the lender. As at December
         31, 1999, the Company was not in compliance with the financial
         covenants of this facility (note 1) which continued subsequent to year
         end. As a result the lender could elect to accelerate demand of this
         lease and, accordingly, the total amount owing has been classified as
         current in the consolidated balance sheets. As of March 25, 2000, the
         Company has not received notice from the lender indicating its
         intention to exercise its rights under these events of default.

         Pursuant to the agreement for the Andover equipment, the Duraskid (New
         England) LLC pledged 15 extrusion machines located at the Andover
         facility as collateral. During 1999, Duraskid (New England) LLC was in
         arrears in its monthly payments and was in breach of its financial
         covenants. As a result, the lender exercised its right under these
         events of default and repossessed the equipment (note 1).

                                                                              16
<PAGE>

DURA PRODUCTS INTERNATIONAL INC.
Notes to Consolidated Financial Statements
December 31, 1999

9.   LEASE OBLIGATIONS AND COMMITMENTS (cont'd)

     As a result of the restrictive nature of these binding agreements,
     substantially all of the net assets of the Company which are owned by the
     subsidiaries are, therefore, restricted and are not available to the parent
     Company, Dura Products International Inc.

     The future minimum scheduled annual lease payments for each of the next
     three years and thereafter are as follows:

     2000                                                          $   383,790
     2001                                                              383,790
     2002                                                              425,595
                                                                   -----------

                                                                     1,193,175

     Less: imputed interest                                           (168,261)
                                                                   -----------
                                                                   $ 1,024,914
                                                                   ===========
     b)  Premises Leases

         In addition, the Company leases its premises and some office equipment.
         The lease for premises is an operating lease. The commitments disclosed
         do not include renewal periods, which are at the option of the Company.
         The minimum annual lease payments for the remaining terms of the leases
         are as follows:

         2000                                                      $   183,454
         2001                                                          230,003
         2002                                                          232,741
         2003                                                          246,431
         2004                                                          246,431
         2005                                                          205,359
                                                                   -----------

                                                                   $ 1,344,419
                                                                   ===========

     Operating lease expense, which is grouped with general and administration
     expenses, for the years ended December 31, 1999, 1998, and 1997 was
     approximately $30,000, $637,000 and $94,000, respectively.

                                                                              17
<PAGE>

DURA PRODUCTS INTERNATIONAL INC.
Notes to Consolidated Financial Statements
December 31, 1999

10.  NON-CASH TRANSACTIONS

     Effective December 31, 1998, the Company adopted the new recommendations of
     The Canadian Institute of Chartered Accountants with respect to Statement
     of Cash Flow disclosures. This change has been adopted retroactively and
     has no impact on the consolidated financial statements other than
     presentation. Under the new recommendations, non-cash transactions are
     excluded from the consolidated statements of cash flows.

     In each of the years ended December 31, 1999, 1998 and 1997, several
     non-cash transactions occurred, which are excluded from the consolidated
     statements of cash flows.

     1999 transactions include:

     (i) common shares were issued in lieu of repayment of short-term loans
         payable to a Director of $585,034.

     1998 transactions include:

     (i) capital assets of $3,756,577 were acquired under capital lease.

     (ii) utilization of cash in escrow funds for lease obligation payments,
         including interest, and prepayment of lease obligations.

     (iii) capital assets of $2,636,533 were acquired and not paid at year end.

     1997 transactions include:

     (i) capital assets of $1,511,086 were acquired under capital lease.















                                                                              18
<PAGE>

DURA PRODUCTS INTERNATIONAL INC.
Notes to Consolidated Financial Statements
December 31, 1999

11. SEGMENTED INFORMATION

     The Company has one reportable segment, which includes the manufacture of
     pallets from its proprietary composite material. Geographic segmented
     information is as follows:

                                           United
     1999                     Canada       States    Adjustments        Total
     ----                     ------       ------    -----------        -----

     Revenue                 664,925      166,614            -         831,539
     Loss for the year    (3,793,686)  (5,876,265)           -      (9,669,951)
     Capital assets        4,547,918          -              -       4,547,918

     1998
     ----

     Revenue                 311,527          -              -         311,527
     Loss for the year    (7,381,307)  (1,843,115)       551,250*   (8,673,172)
     Capital assets        5,839,474    7,449,729            -      13,289,203

     * The adjustment represents minority interest.

     There were no geographic segments for 1997 as all operations were in
     Canada.














                                                                              19
<PAGE>

DURA PRODUCTS INTERNATIONAL INC.
Notes to Consolidated Financial Statements
December 31, 1999

12.  CONTINGENCIES

     In addition to the contingencies described in note 1, the Company, without
     the assistance of legal counsels owing to the deficiency in financial
     resources, is actively defending itself against the following items:

     a)  During 1996, the Company acquired through its acquisition of Dura Skid
         a licensing agreement with SRP Industries Ltd. ("SRP") the right to
         utilize certain SRP technologies. The licensing agreement required the
         payment of certain minimum royalties and potential additional royalties
         based upon future sales. During early 1997, the Company determined that
         SRP's technology was not commercially viable as it relates to the
         production process used by the Company, requiring the Company to
         develop and commercialize its own technology at significant cost and
         time to the Company. In addition, SRP was unable to provide any of the
         required technical support services under the terms of the agreement
         and management thereby concluded that SRP was in breach of this
         agreement.

         Accordingly, the Company filed a claim against SRP in April 1997 to
         seek damages of approximately $5 million and to terminate the
         agreement. In October 1997, SRP filed a counterclaim against the
         Company for $10 million, claiming that the Company inappropriately
         terminated the agreement, enriched itself with SRP's technology with no
         compensation to SRP, and induced key employees of SRP to accept
         employment with the Company.

         Management of the Company is of the opinion that it has acted
         appropriately in terminating this agreement, and that the counterclaim
         by SRP is without merit. However, the final outcome of these matters is
         uncertain and the potential effect, whether material or not, on the
         Company's consolidated financial position is not reasonably
         determinable at this time. Accordingly, no provision has been recorded
         in the accounts of the Company as at December 31, 1999. No action
         occurred during 1999 or subsequent to year end on this claim or
         counterclaim.

     b)  In July 1998, a former consultant to the Company filed a statement of
         claim against the Company. The claim was also filed against a Director
         and a former Director of the Company. The consultant is claiming the
         Company owes approximately $29,000 for services and expenses which has
         been accrued by management. The consultants also claims that he was a
         party to the transaction to acquire the technology license agreement,
         which formed part of the Dura Skid purchase in 1996. As a party to the
         transaction, the consultant is claiming that the Director agreed to
         assign 200,000 common shares and 100,000 common share purchase warrants
         of the Company owned by the Director, plus 100,000 stock options were
         to have been granted to him. The consultant is claiming these shares,
         warrants, and options have a value of approximately $1.9 million. The
         Company is of the opinion that the claim is without merit and will
         vigorously defend the claim. The final outcome of this matter is
         uncertain and the potential effect, whether material or not, on the
         Company's consolidated financial position is not reasonably
         determinable at this time. Accordingly, no provision has been recorded
         in the accounts of the Company as at December 31, 1999.

                                                                              20
<PAGE>

DURA PRODUCTS INTERNATIONAL INC.
Notes to Consolidated Financial Statements
December 31, 1999

12.  CONTINGENCIES (cont'd)

     c)  In September 1998, a former shareholder of the Company filed a
         statement of claim against the Company. The claim was also filed
         against a Director of the Company and a third party. The former
         shareholder is claiming that as part of the transaction between him and
         a Director of the Company and the third party, whereby the former
         shareholder privately sold his shareholding, the Company agreed to
         transfer its ownership in 15 mining claims to him. The Company wrote
         off its investment in the 15 mining claims as at December 31, 1995 and
         in 1996 sold the subsidiary that held the mining claims for $2.00. The
         final outcome of this matter is uncertain but the management of the
         Company believes that any effect would not be material to the Company's
         consolidated financial position. Accordingly no provision has been
         recorded in the accounts of the Company as at December 31, 1999.

     d)  An action has been launched against the Company by a former employee,
         claiming wrongful dismissal, unpaid wages, vacation pay, and expenses
         totaling approximately $180,000. The former employee also claims that
         the Company is in possession of certain intellectual property, which is
         the property of the former employee. The Company has accrued an amount,
         which is not material to the consolidated financial position of the
         Company for unpaid wages and expenses. The Company is of the opinion
         that the remainder of the claim is without merit. The final outcome of
         this matter is uncertain and the potential effect on the Company's
         consolidated financial position is not reasonably determinable at this
         time.

     e)  In November 1998, a supplier filed a statement of claim against the
         Company for approximately $140,000 for goods delivered. The Company is
         of the opinion that approximately $116,000 of this claim relates to
         goods provided to Duraskid (New England) LLC for which the Company was
         not a guarantor. The remainder of the claim has been accrued by the
         Company. The final outcome of this matter is uncertain and the
         potential effect on the Company's consolidated financial position is
         not reasonably determinable at this time.

     f)  In December 1998, the Company was named in an action brought by a
         supplier in the amount of approximately $550,000 for non-payment of
         production equipment. The Company is of the opinion that this claim
         related to Duraskid (New England) LLC for which the Company was not a
         guarantor. The Company has accrued $100,000 in relation to this
         lawsuit. The final outcome of this matter is uncertain and the
         potential effect on the Company's consolidated financial position is
         not reasonably determinable at this time.

                                                                              21
<PAGE>

DURA PRODUCTS INTERNATIONAL INC.
Notes to Consolidated Financial Statements
December 31, 1999

12.  CONTINGENCIES (cont'd)

     g)  In February 1999, a supplier filed a statement of claim against the
         Company for approximately $50,000 for services rendered. The Company
         has accrued $20,000 with respect to this lawsuit. The Company is of the
         opinion that the remainder of the claim is without merit. The final
         outcome of this matter is uncertain and the potential effect on the
         Company's consolidated financial position is not reasonably
         determinable at this time.

     h)  In May 1999, the Company was named as a co-defendant in an action by an
         investor against a related party. The investor is claiming damages of
         $520,000 for breach of a loan agreement and $40,000 in commissions. The
         Company is of the opinion that the claim is without merit and,
         consequently, the company has not recorded any costs in relation to
         this lawsuit. The final outcome of this matter is uncertain and the
         potential effect on the Company's consolidated financial position is
         not reasonably determinable at this time.

     i)  In August 1999, the Company received a judgment against it for
         approximately US$1,151,000. The plaintiff claimed damages resulting
         from the non-fulfilment of Duraskid (New England) LLC's lease of the
         Andover premises. The Company acted as a guarantor on the lease,
         whereas the minority interest partner has guaranteed the Company for
         these lease payments. The Company is of the opinion that they will be
         able to settle this judgment and has accrued the estimated costs. The
         remainder of the claim has not been accrued by the Company. However,
         the minority interest partner has provided a guarantee to the Company
         for their 49% share of the guarantee for the facilities operating
         lease. The final outcome of this matter is uncertain and additional
         material provisions could be required in future periods.

     j)  In November 1999, a supplier filed a statement of claim against the
         Company for approximately $83,000 for goods delivered. The Company is
         of the opinion that approximately $63,000 of this claim relates to
         goods provided to Duraskid (New England) LLC for which the Company was
         not a guarantor. The remainder of the claim has been accrued by the
         Company. The final outcome of this matter is uncertain and the
         potential effect on the Company's consolidated financial position is
         not reasonably determinable at this time.

     k)  In December 1999, the Company received a judgment against it for
         approximately US$3,586,000. The plaintiff claimed damages resulting
         from the non-fulfilment of Duraskid (New England) LLC's lease of
         production equipment. The Company acted as guarantor on the lease. The
         equipment was repossessed by the lessor and is being sold with any
         proceeds less related costs being offset against the judgment owed. The
         Company has accrued the eventual costs, in its opinion, to dispose of
         this judgment. The final outcome of this matter is uncertain and the
         potential effect on the Company's consolidated financial position is
         not reasonably determinable at this time.

                                                                              22
<PAGE>

DURA PRODUCTS INTERNATIONAL INC.
Notes to Consolidated Financial Statements
December 31, 1999

13.  RELATED PARTY TRANSACATIONS

     During 1998, a Director advanced a non-interest bearing loan of $585,034 to
     the Company for working capital purposes. In 1999, the loan was converted
     to common shares by way of private placement.

14.  FINANCING FROM MINORITY INTEREST PARTNER

     Minority interest advances consist of:

     (i) Subordinated debenture: Under the terms of the Duraskid (New England)
         LLC agreement, the minority interest partner was required to provide
         subordinated debenture debt to Duraskid (New England) LLC. The balance
         bears interest at a rate of 9% per annum and is payable quarterly in
         arrears. Payments of U.S.$25,000 are due quarterly, commencing December
         1, 2000. Any unpaid balance is due October 15, 2007. Neither Dura
         Products International Inc. nor Dura Skid Inc. has guaranteed this
         debt.

     (ii) Advances by the minority interest partner are non-interest bearing and
         are not subject to specified terms of repayment.

15.  UNCERTAINTY DUE TO THE YEAR 2000 ISSUE

     The Year 2000 Issue arises because many computerized systems use two digits
     rather than four to identify a year. Date-sensitive systems may recognize
     the year 2000 as 1900 or some other date, resulting in errors when
     information using year 2000 dates is processed. In addition, similar
     problems may arise in some systems which use certain dates in 1999 to
     represent something other than a date. Although the change in date has
     occurred, it is not possible to conclude that all aspects of the Year 2000
     Issue that may affect the entity, including those related to customers,
     suppliers, or other third parties, have been fully resolved.








                                                                              23
<PAGE>

DURA PRODUCTS INTERNATIONAL INC.
Notes to Consolidated Financial Statements
December 31, 1999

16.  RECONCILIATION OF ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN CANADA AND
     THE UNITED STATES

     The Company's accounting principles do not differ materially from
     accounting principles generally accepted in the United States ("US GAAP")
     except as follows:

     a)  Business Acquisition

         The acquisition of Dura Skid in January 1996 was settled by way of
         common shares and share purchase warrants. Under US GAAP, the share
         purchase warrants must be valued and included in the purchase price.
         The value ascribed to the warrants, as determined under the
         Black-Scholes model, was $85,000, which would be added to Technology
         and other intangible assets. For the year ended December 31, 1997,
         $1,417 was amortized and for the year ended December 31, 1998 the
         remaining balance of $83,583 was written off as the corresponding asset
         on the consolidated balance sheet was written down (note 6).

         The impact of this is as follows:

<TABLE><CAPTION>
                                                              Year ended December 31,
                                                          1999         1998         1997
                                                          ----         ----         ----
                                                           $            $            $
<S>                                                    <C>           <C>          <C>

         Loss as reported under Canadian GAAP          9,669,951     8,673,172    2,995,559
         Additional amortization expense and
           write-downs                                       -          83,583        1,417
                                                      ----------    ----------   ----------
         Loss and comprehensive income under
           US GAAP                                     9,669,951     8,756,755    2,996,976
                                                      ==========    ==========   ==========

         Loss per share                                    (0.36)        (0.38)       (0.17)
                                                      ==========    ==========   ==========
</TABLE>








                                                                              24
<PAGE>

DURA PRODUCTS INTERNATIONAL INC.
Notes to Consolidated Financial Statements
December 31, 1999

16.  RECONCILIATION OF ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN CANADA AND
     THE UNITED STATES (cont'd)

     b)  Stock Options

         The Company has elected to follow APB Opinion No.25, "Accounting for
         Stock Issued to Employees" ("APB 25") in accounting for its stock
         option plans. Under APB 25 no compensation expense has been recognized.
         Statement of Financial Accounting Standards No. 123 ("FAS 123"),
         Accounting and Disclosure of Stock-Based Compensation, requires the
         fair value of options issued be measured as compensation expense, has
         been issued. For a description of the option plans, reference should be
         made to note 5. The assumptions used in the Black-Scholes model are as
         follows: the risk-free interest rate used was 4%, expected dividends
         was 0%; expected life of 5 years; and expected volatility ranged from
         21% to 26%. The weighted-average grant date fair value of options
         granted during 1999 was $0.30, 1998 was $1.48; and 1997 was $1.16. The
         pro-forma impact of this is as follows:

<TABLE><CAPTION>
                                                              Year ended December 31,
                                                          1999         1998         1997
                                                          ----         ----         ----
                                                           $            $            $
<S>                                                    <C>           <C>          <C>

         Pro-forma disclosures under FAS 123
         Loss for the year                            10,524,171     8,965,696    5,744,741
         Loss per share                                    (0.39)        (0.39)       (0.32)
</TABLE>

     c)  Recently Issued Pronouncements

         Under SAB 74, the Company is required to disclose certain information
         related to new accounting standards which have not yet been adopted due
         to delayed effective dates. Specifically, SFAS 133 "Accounting for
         Derivative Instruments and Hedging Activities", is effective for fiscal
         periods beginning after January 1, 2001. The Company has not yet
         determined the impact, if any, of SFAC 133 on its consolidated
         financial statements.

                                                                              25

<PAGE>

                               INDEX TO EXHIBITS


11.0       Computation of Earnings Per Share

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