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, 2000
                                -----------------

                                       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. 39,297,619

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 ....................................................    6
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 ..............................................................   12
Item 10.      Directors and Officers of Registrant .......................................   16
Item 11.      Compensation of Directors and Officers .....................................   16
Item 12.      Options to Purchase Securities from Registrant or Subsidiaries .............   17
Item 13.      Interest of Management in Certain Transactions .............................   20


PART II
-------
Item 14.      Description of Securities to be Registered .................................   21


PART III
--------
Item 15.      Defaults Upon Senior Securities ............................................   21
Item 16.      Changes in Securities and Changes in Security for Registered Securities.....   21


PART IV
-------
Item 17.      Financial Statements .......................................................   22
Item 18.      Financial Statements .......................................................   22
Item 19.      Financial Statements and Exhibits ..........................................   22
              Signatures .................................................................   23
</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, 2001, 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
$0.65 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 31/95    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
-------------    -------    ------    ------    ----------
Y/E Dec 31/00    0.6733     0.6984    0.6397      0.6669
-------------    -------    ------    ------    ----------


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 39,297,619 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, 2000. 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 and decking markets for the 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.

The Products

A. DURASKID

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 Pallet 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, 2000, 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.


B. COMPOSITE LUMBER

The Product

In 2000 the Company introduced its composite wood product to the marketplace.
The composite lumber is used primarily in the construction of decks, docks and
walkways. The material enjoys the same benefit characteristics as its pallet
product. The lumber may be custom cut as to length.

The market for composite lumber is expected to grow at a rate in excess of 10%
for the foreseeable future. The demand for composite lumber exceeds 600 million
pounds per year of which approximately 57% was used as decking. There are over
50 companies involved in the manufacture of wood and plastic composites. The
largest competitors are TREX, US Plastics and Anderson Co.

Distribution

The Company distributes its products directly and though two major distributors.
In the United States the composite lumber product is distributed through
Freemont Forest Group of Whittier, California. Freemont is a wholly-owned
subsidiary of Marubeni Corporation. In Canada, the product is distributed
through Canwell Distribution Limited of Vancouver, British Columbia.

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 are 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.


                                        5
<PAGE>
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 had an option to acquire
the property for approximately $2.1 million. The option expired on October 31,
2000 unexercised. The lease, however was renewed for an additional five-year
term.

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, 2000. No action occurred during 2000 or
       subsequent to year end on this claim or counterclaim.

2)     In September 1998, a former shareholder of the Company filed a statement
       of claim against the Company for $1.5 million. 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, 2000.

                                        6
<PAGE>

3)     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.

4)     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.

5)     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.

6)     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.

7)     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.

8)     In August 1999, the Company received a judgment against it for
       approximately US$1,500,000. 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 its 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.


                                        7
<PAGE>

9)     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 and the minority interest partners in Duraskid
       (New England) LLC both acted as guarantors 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, 2000, 39,297,619 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                  985,389 (1)        2.5% (2)
---------------   ----------------------    --------------   ----------------

(1)    Shares owned by officers and directors include currently exercisable
       options to purchase up to 850,000 shares of Common Stock held by
       directors and officers of the Company. Options to purchase up to 450,000
       shares are exercisable at $0.25 per share until December 1, 2004 and
       400,000 shares are exercisable at $0.30 per share until April 26, 2004.

(2)    The percentage of class is calculated based on a total number of shares
       of 40,147,619 which includes the 39,297,619 common shares issued and
       outstanding as of December 31, 2000 and the 850,000 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.

                                        8
<PAGE>

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 41.3% of the issued and outstanding common
shares were held in the United States by approximately 32 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
  --------------------      --------------------      --------------------
       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
  --------------------      --------------------      --------------------
       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
  --------------------      --------------------      --------------------




                                        9
<PAGE>
  --------------------      --------------------      --------------------
       03/31/00                    $0.23                     $0.12
  --------------------      --------------------      --------------------
       06/30/00                    $0.28                     $0.20
  --------------------      --------------------      --------------------
       09/30/00                    $0.17                     $0.14
  --------------------      --------------------      --------------------
       12/31/00                    $0.14                     $0.08
  --------------------      --------------------      --------------------


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.

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.

                                       10
<PAGE>
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.

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.
                                       11
<PAGE>
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,
                         2000            1999            1998            1997           1996 (1)
                     ------------    ------------    ------------    ------------    ------------
                         $               $               $               $              $
                          -               -               -               -               -
-----------------    ------------    ------------    ------------    ------------    ------------
<S>                  <C>             <C>             <C>             <C>             <C>
Revenue                 780,367         831,539         311,527           60,362            Nil
-----------------    ------------    ------------    ------------    ------------    ------------
Net (loss)/income    (3,072,656)     (9,669,951)     (8,673,172)      (2,995,559)    (1,314,126)
Net (loss)/income
  per share               (0.09)          (0.36)          (0.38)           (0.17)         (0.14)
-----------------    ------------    ------------    ------------    ------------    ------------
Total assets          4,462,622       4,861,499      13,909,417        9,553,852      1,877,391
-----------------    ------------    ------------    ------------    ------------    ------------
Capital stock        22,192,508      20,312,508      17,006,171       14,247,987      4,901,150
-----------------    ------------    ------------    ------------    ------------    ------------
</TABLE>

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.



                                       12
<PAGE>
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. The Company has changed its product focus to the manufacture of
specialty pallets and composite lumber in order to realize higher profit
margins.

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. On June 6,
2000 the Company experienced a fire in its compounding room, which shut down
production for the balance of fiscal 2000 and the first three months of fiscal
2001. This interruption resulted in the cessation of production and interrupted
the Company's ability to fulfill sales commitments. Production and sales resumed
in early April 2001.

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 $1.5
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.

2000 OPERATING RESULTS

2000 was a turnaround year for the Company; however, the turnaround was
interrupted by a fire in the compounding room, which stopped the production of
compound, which in turn stopped the production of extruded profiles. Compound
production was halted in early June and did not resume until the middle of March
2001. Extrusion operations resumed shortly thereafter. The production
interruption adversely affected sales for the next ten months and caused the
Company to miss the important summer sales of decking products as well as the
winter inventory stocking programs of its distributors for the spring selling
season 2001.

Revenues for 2000 declined 6% to $780,367 from $831,539 in 1999 solely as a
result of the production interruption described above. Management estimates that
revenues would have increased to approximately $1.7 million had the fire not
interrupted production. The successful introduction of our decking products and
the focus on higher margin specialty pallets fuels our optimism for the future.

The year 2000 loss from operations declined 68% or $6.6 million to $3,072,656
from $9,669,951 for 1999. The reduced operating loss is attributable to a severe
cost reduction program and the fact that there were no asset write-downs during
the year. Cost of sales, sales and marketing, and general and administrative
expenses were reduced by $1.1 million or 25% and the elimination of asset
write-downs.
                                       13
<PAGE>
The loss per share in 2000 declined 75% to $0.09 from $0.36 as a result of a 68%
decline in the operating loss and a 32% increase in the weighted average common
shares outstanding to 35,753,783 from 27,093,742 in 1999.

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.

CAPITAL INVESTMENTS

In 2000, the Company made no new investments in capital equipment, rather it
disposed of some redundant production equipment for net proceeds of $72,496.
During the later part of the year the Company commenced the rebuilding of its
compounding. The costs associated with the rebuilding of the compounding
equipment were capitalized in fiscal 2001.

LIQUIDITY AND CAPITAL RESOURCES

In 2000, the production interruption associated with the fire in the compound
room caused the liquidity position to deteriorate. Working capital in 2000
declined $508,203 to a deficiency of $9,020,692 from $8,512,389 in 1999. The
deterioration in working capital was attributable to a $917,518 increase in
accounts payable.

During 2000 the Company raised $1,850,000 from the sale of common shares to
offset cash used in operations of $1,747,230. The company is highly dependent
for its survival on the raising of additional cash from the sale of shares and
the continued support of its creditors.

                                       14
<PAGE>
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.

In addition to the lawsuits described in Item 3, the Company is currently
defending statements of claim from a number of creditors totaling approximately
$1.5 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 2001 include the following:

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

- Build on the previous decking sales and marketing efforts of 2000;

- 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.
                                        15
<PAGE>

2001 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.


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
-------------------     ---------------------------     --------------------------------------
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.


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, 2000, 1999 and 1998:














                                       16
<PAGE>

<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            2000          Nil           Nil           Nil           Nil/Nil       Nil           Nil           Nil
Carrigan         1999          Nil           Nil           Nil           Nil/Nil       Nil           Nil           Nil
President        1998(3)       186,865       Nil           Nil           Nil/Nil       Nil           Nil           Nil
--------------   -----------   -----------   -----------   -----------   -----------   -----------   -----------   -----------
                 2000           90,000       Nil           Nil           750,000/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
--------------   -----------   -----------   -----------   -----------   -----------   -----------   -----------   -----------
                 2000
Officers         1999          195,000       Nil           Nil           150,000/Nil   Nil           Nil           Nil
as a group       1998          326,865       Nil           Nil           Nil/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, 2000, 1999 and 1998, 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.


ITEM 12. OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR SUBSIDIARIES

(a) Stock Option Plan

The Corporation maintains a stock plan (the "Stock Option Plan") for directors,
officers, employees and consultants of the Corporation and its affiliates. The
purpose of the Stock Option Plan is to encourage ownership of the Common Shares
of the Corporation by the persons who are primarily responsible for the
management and profitable growth of the Corporation's business, as well as
provide additional incentive for superior performance by such persons and
attract and retain valued personnel. The plan provides that eligible persons
thereunder include any director, officer, consultant or employee of the
Corporation and its affiliates and other designated persons and their personal
holding companies and registered retirement savings plan.

The Stock Option Plan is administered by the board of directors of the
Corporation, who have the authority to determine, among other things, subject to
the terms of the plan and the requirements of regulatory authorities having
jurisdiction, the terms, limitations, restrictions and conditions respecting the
grant options thereunder.


                                       17
<PAGE>

The Stock Option Plan provides that the maximum number of Common Shares that may
be reserved for all purposes under the plan shall be 13,020,615 Common Shares
and that the maximum number of Common Shares that may be reserved for issuance
to any one insider under the plan and any other share compensation agreement may
not exceed 5% of the issued and outstanding Common Shares at the time of grant
(on a non-diluted basis). The plan also provides that the maximum number of
Common Shares that may be reserved for issuance to insiders under the plan and
any other share compensation arrangement shall not exceed 10% of the Common
Shares outstanding at the time of grant (on a non-diluted basis) and the maximum
number of Common Shares that may be issued to insiders under the plan or any
other share compensation arrangement within a one-year period shall not exceed
10% of the Common Shares outstanding at the time of grant (on a non-diluted
basis).

The board of directors of the Corporation has the authority under the Stock
Option Plan to establish the option price at the time each option is granted,
which price shall not be less than market price of the Common Shares at the time
of grant. Options granted under the Stock Option Plan are exercisable over a
period not exceeding five (5) years from the date of the grant, subject to
earlier termination if the optionee ceases to be an eligible person by reason of
termination of employment, retirement, disability or death. The options granted
under the plan are not transferable or assignable other than by will or the laws
of descent and distribution.

The Corporation does not provide any financial assistance to participants under
the Stock Option Plan to facilitate the purchase of Common Shares.

As of December 31, 2000, the following options were outstanding:

       Number of options        Expiry date              Purchase price
       -----------------        -----------              --------------
                 15,000         July 9, 2002             $2.00
                500,000         December 1, 2004         $0.25

As of December 31, 2000, directors and officers as a group held options to
purchase up to 450,000 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
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

                                       18
<PAGE>

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.

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.


                                       19
<PAGE>

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

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, 2000, 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, 2000 was indebted to the Company. No director or officer of the
Company, at any time during the fiscal year ended December 31, 1999 was indebted
to the Company.

Key Employee Agreements

There are no written agreements with key employees.













                                       20
<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:

                                                    2000            1999
                                                 -----------     -----------
Toronto equipment obligation, bearing interest
  at 11.4% per annum, monthly blended payments
  of $31,984, due September 2002                 $   816,963     $ 1,024,914
Miscellaneous office equipment obligation                 --             379
                                                 -----------     -----------
                                                     816,963       1,025,293
Less: current portion                               (816,963)     (1,025,923)
                                                 -----------     -----------
                                                 $        --     $        --
                                                 -----------     -----------



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, 2000, 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 June 25, 2001, 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.


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

Not applicable.













                                       21
<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, 2000 and December 31,
        1999.
     2. Consolidated Statements of Operations and Deficit for the years ended
        December 31, 2000, 1999 and 1998.
     3. Consolidated Statements of Changes in Financial Position for the years
        ended December 31, 2000, 1999 and 1998.
     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






















                                       22
<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 30, 2001
---------------------------------------       ------------------------------
(Registrant)                                  (Date)

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

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




































                                       23
<PAGE>
















                        DURA PRODUCTS INTERNATIONAL INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2000

<PAGE>
                        DURA PRODUCTS INTERNATIONAL INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2000








                                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 - 22
<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 sheets of Dura Products International
Inc. as at December 31, 2000 and 1999 and the consolidated statements of
operations and deficit and cash flows for each of the years then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
in Canada. 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, 2000 and 1999 and the results of its operations and its cash flows
for each of the years then ended 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.


Toronto, Ontario                                   Schwartz Levitsky Feldman llp
June 25, 2001                                              Chartered Accountants


  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.

Toronto, Ontario                                   Schwartz Levitsky Feldman llp
June 25, 2001                                              Chartered Accountants


  |   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, 2000

<TABLE><CAPTION>
                                                          2000          1999
                                                       ----------    ----------
<S>                                                    <C>           <C>

                                     ASSETS
CURRENT ASSETS
     Cash                                              $       --    $    2,473
     Accounts receivable                                   78,880        95,963
     Subscription receivable                              300,000            --
     Other receivable (note 3)                             27,927        40,233
     Inventory (note 4)                                   153,809       135,356
     Prepaid expenses and sundry                           38,441        39,556
                                                       ----------    ----------
                                                          599,057       313,581
CAPITAL ASSETS (note 5)                                 3,863,565     4,547,918
                                                       ----------    ----------
                                                        4,462,622     4,861,499
                                                       ==========    ==========

                                   LIABILITIES

CURRENT LIABILITIES
     Bank indebtedness                                     30,591            --
     Accounts payable                                   5,717,767     4,746,249
     Accrual for capital asset purchases                2,636,533     2,636,533
     Capital leases obligations (note 9)                  816,963     1,025,293
     Short-term loan payable (note 13)                    100,000       100,000
     Advances from minority interest (note 14)            317,895       317,895
                                                       ----------    ----------
                                                        9,619,749     8,825,970
SUBORDINATED DEBENTURE MINORITY INTEREST (note 14)      1,149,975     1,149,975
                                                       ----------    ----------
                                                       10,769,724     9,975,945
                                                       ----------    ----------

                            SHAREHOLDERS' DEFICIENCY

CAPITAL STOCK (note 6)                                 22,192,508    20,312,508
DEFICIT                                               (28,499,610)  (25,426,954)
                                                       ----------    ----------
                                                       (6,307,102)   (5,114,446)
                                                       ----------    ----------
                                                        4,462,622     4,861,499
                                                       ==========    ==========
</TABLE>
                   The accompanying notes are an integral part
                   of these consolidated financial statements.


APPROVED ON BEHALF OF THE BOARD

Michael P. Zuk      Director
----------------------------

Paul Frustaglio     Director
----------------------------
                                                                               2
<PAGE>
DURA PRODUCTS INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
FOR THE YEAR ENDED DECEMBER 31, 2000



<TABLE><CAPTION>
                                                          2000          1999          1998
                                                       ----------    ----------    ----------
<S>                                                    <C>           <C>           <C>
REVENUE                                                $  780,367    $  831,539    $  311,527
                                                       ----------    ----------    ----------
EXPENSES
     Cost of sales, sales and marketing,
     general and administrative expenses                3,058,270     4,242,973     4,031,957
     Research and development                                  --            --     2,950,499
     Amortization                                         611,857       696,656       684,321
     Interest expense                                     182,896       136,201       214,215
     Write-down of assets and provisions (note 7)              --     5,425,660     1,654,957
                                                       ----------    ----------    ----------

                                                        3,853,023    10,501,490     9,535,949
                                                       ----------    ----------    ----------

LOSS BEFORE MINORITY INTEREST                          (3,072,656)   (9,669,951)   (9,224,422)

MINORITY INTEREST                                              --            --       551,250
                                                       ----------    ----------    ----------
LOSS FOR THE YEAR                                      (3,072,656)   (9,669,951)   (8,673,172)

     Deficit, beginning of year                       (25,426,954)  (15,757,003)   (7,083,831)
                                                       ----------    ----------    ----------

DEFICIT, END OF YEAR                                  (28,499,610)  (25,426,954)  (15,757,003)
                                                       ==========    ==========    ==========

Loss per share for the year                                 (0.09)        (0.36)        (0.38)
                                                       ==========    ==========    ==========

Weighted average common shares outstanding             35,753,783    27,093,742    22,952,169
                                                       ==========    ==========    ==========
</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, 2000

<TABLE><CAPTION>
                                                          2000          1999          1998
                                                       ----------    ----------    ----------
<S>                                                    <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                         $(3,072,656)  $(9,669,951)  $(8,673,172)
     Add (deduct) non-cash items:
          Write-down of assets                                 --     4,225,660     1,654,957
          Amortization                                    611,857       696,656       684,321
          Exchange adjustment and other amounts                --            --        27,807
          Minority interest                                    --            --      (551,250)
                                                       ----------    ----------    ----------
                                                       (2,460,799)   (4,747,635)   (6,857,337)

     Net change in non-cash working capital items
          Accounts and other receivables                   29,389       (30,354)      206,700
          Subscription receivable                        (300,000)           --            --
          Inventory                                       (18,453)       96,098       (48,592)
          Prepaid expenses and sundry                       1,115       152,375        (5,532)
          Accounts payable                              1,001,518     1,911,471     2,037,145
                                                       ----------    ----------    ----------
                                                       (1,747,230)   (2,618,045)   (4,667,616)
                                                       ----------    ----------    ----------

CASH FLOWS FROM INVESTING ACCTIVITIES
     Disposals of (additions to) capital assets            72,496       168,822    (2,602,154)
                                                       ----------    ----------    ----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Issuance of common shares                          1,850,000     2,721,303     2,758,184
     Short-term loans payable (repaid) advanced                --       (36,497)      721,531
     Bank indebtedness                                     30,591       (81,689)       81,689
     Capital lease payments                              (208,330)     (242,408)     (263,951)
     Subordinated debenture of minority interest
       shareholder of subsidiary                               --            --     1,149,975
     Capital contributions of minority interest                --            --       551,250
     Advance from minority interest                            --            --       317,895
                                                       ----------    ----------    ----------
                                                        1,672,261     2,360,709     5,316,573
                                                       ----------    ----------    ----------

NET DECREASE IN CASH                                       (2,473)      (88,514)   (1,953,197)

     Cash and cash equivalents, beginning of year           2,473        90,987     2,044,184
                                                       ----------    ----------    ----------

CASH AND CASH EQUIVALENTS, END OF YEAR                         --         2,473        90,987
                                                       ==========    ==========    ==========

Interest paid                                              90,491       135,013       161,725
                                                       ==========    ==========    ==========

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, 2000




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, 1999 and 2000, the Company encountered significant operational
    issues in its Toronto facility principally related to the automated assembly
    of pallets. In addition, the operations in Toronto were further curtailed
    during 2000 owing to a fire in the production area. During 1998 and 1999,
    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 flows, which in turn reduced
    working capital and overall liquidity. The Company has incurred significant
    consolidated losses of $3,072,656, $9,669,951 and $8,673,172 for each of the
    years ended December 31, 2000, 1999 and 1998 respectively. The Company had a
    consolidated working capital deficiency of $9,020,692 as at December 31,
    2000. At December 31, 2000, 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 (i)), and a creditor has obtained a judgment against the Company
    for damages resulting from the non-fulfilment of the lease (note 12(h)). 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, 2000




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

    A condensed balance sheet as at December 31, 2000, 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 $1,500,000 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, 2000

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.

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 and the title has passed 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.
                                                                               7
<PAGE>
DURA PRODUCTS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000




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

    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 Costs

       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.

    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.


                                                                               8
<PAGE>
DURA PRODUCTS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000




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

    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.

    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:                          2000          1999
                                                       ----------    ----------
    GST receivable                                     $   27,927    $   40,233
                                                       ==========    ==========



                                                                               9
<PAGE>
DURA PRODUCTS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000




4.  INVENTORY                                             2000          1999
                                                       ----------    ----------
    Inventory consists of:

    Raw materials                                      $  138,704    $   68,977
    Finished goods and work-in-process                     15,105        66,379
                                                       ----------    ----------
                                                          153,809       135,356
                                                       ==========    ==========


5.  CAPITAL ASSETS

    Capital assets consist of:

    December 31, 2000                                 Accumulated
                                            Cost      Amortization       Net
                                         ----------    ----------    ----------
    Furniture and fixtures               $   68,789    $   53,876    $   14,913
    Leasehold improvements                  482,769       159,085       323,684
    Production equipment                  3,424,048     1,131,680     2,292,368
    Equipment under capital lease         1,777,745       545,145     1,232,600
                                         ----------    ----------    ----------
                                          5,753,351     1,889,786     3,863,565
                                         ==========    ==========    ==========



    December 31, 1999                                 Accumulated
                                            Cost      Amortization       Net
                                         ----------    ----------    ----------
    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                  3,466,699       757,183     2,709,516
    Vehicles                                 15,614         4,685        10,929
    Equipment under capital lease         1,777,745       367,370     1,410,375
                                         ----------    ----------    ----------
                                          5,964,148     1,416,230     4,547,918
                                         ==========    ==========    ==========


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








                                                                              10
<PAGE>
DURA PRODUCTS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000




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, 2000 and 1999, 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, 2000 and 1999, no Class B Special shares have been issued.

    Common shares; unlimited authorized

    a) Common Shares Issued
                                                         Shares
                                                           No.         Amount
                                                       ----------    ----------
       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
          Issued for cash                               4,000,000       800,000
          Exercise of stock options                       250,000        55,000
          Exercise of warrants                          4,500,000     1,025,000

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

       Balance, December 31, 2000                      39,297,619    22,192,508
                                                       ==========    ==========


    The company entered into a subscription agreement on December 18, 2000 for
    the issuance of 1,000,000 Common shares at $0.20 per share and 1,000,000
    warrants (each warrant entitles the warrantholder to acquire a common share
    at $0.25 per share). As at December 31, 2000, no shares have been issued and
    no consideration has been received with respect to this agreement.

                                                                              11
<PAGE>
DURA PRODUCTS INTERNATIONAL INC.
Notes to Consolidated Financial Statements
December 31, 2000




6.  SHARE CAPITAL (cont'd)

    b) 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.

       (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 7.0
             million to 13.0 million shares in the aggregate. As at December 31,
             2000 approximately 8.5 million options are available to be granted.

       The following is a continuity of stock options outstanding:

                                          Weighted
                                          Average      Aggregate
                                       Exercise Price    Number     Option Price
                                         ----------    ----------    ----------
       Balance, December 31, 1998        $              1,073,405    $1,948,259

       Granted during 1999                              3,056,080     1,478,339
       Exercised during 1999                           (1,431,020)     (756,337)
       Expired during 1999                             (1,065,425)   (1,405,133)
                                                       ----------    ----------
       Balance, December 31, 1999                       1,633,040     1,265,128

       Granted during 2000                                150,000        30,000
       Exercised during 2000                             (250,000)      (55,000)
       Expired during 2000                             (1,018,040)   (1,085,128)
                                                       ----------    ----------
       Balance, December 31, 2000              0.30       515,000       155,000
                                         ==========    ==========    ==========








                                                                              12
<PAGE>
DURA PRODUCTS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000




6.  SHARE CAPITAL (cont'd)

    Of the total options outstanding, 15,000 issued at $2.00 expire on July 9,
    2002; and 500,000 issued at $0.25 expire on December 1, 2004.

    c) Common share purchase warrants

       The following is a continuity of warrants outstanding:

                                          Weighted
                                          Average                    Aggregate
                                       Exercise Price    Number    Warrant Price
                                         ----------    ----------    ----------
       Balance, December 31, 1998        $              1,634,428    $4,903,284

          Issued during 1999                            3,500,000       830,000
          Expired during 1999                          (1,634,428)   (4,903,284)
          Exercised during 1999                        (1,000,000)     (330,000)
                                                       ----------    ----------
       Balance, December 31, 1999                       2,500,000       500,000

          Issued during 2000                            4,000,000     1,000,000
          Expired during 2000                            (500,000)     (100,000)
          Exercised during 2000                        (4,500,000)   (1,025,000)
                                                       ----------    ----------
       Balance, December 31, 2000              0.25     1,500,000       375,000


       Each common share purchase warrant outstanding as at December 31, 2000
       entitles the warrantholder to purchase one common share of the company at
       $0.25 per share expiring on June 28, 2002.


7.  WRITE DOWN OF ASSETS AND PROVISIONS

    Write down of assets and provisions are comprised as follows:

                                            2000          1999          1998
                                         ----------    ----------    ----------
    Capital assets                       $       --    $4,225,660    $1,023,312
    Provisions for guarantee of
      obligations of Duraskid
      (New England) LLC                          --     1,200,000            --
    Technology and intangible assets             --            --       631,645
                                         ----------    ----------    ----------
                                                 --     5,425,660     1,654,957
                                         ==========    ==========    ==========






                                                                              13
<PAGE>
DURA PRODUCTS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000




8.  INCOME TAXES

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

                                            2000          1999          1998
                                         ----------    ----------    ----------
    Future tax assets:

    Net operating loss carryforwards     $5,516,700    $4,721,813    $2,965,188
    Net capital loss carryforwards          882,000       676,636       676,636
    SRED expenditure pool carryforward    1,123,412     1,123,412     1,123,412
    SRED ITC's recoverable                  673,416       673,416       842,763
    Amortization                          1,298,000       953,874       696,111
                                         ----------    ----------    ----------
    Total future assets                   9,493,528     8,149,151     6,304,110

    Less: Valuation allowance            (9,493,528)   (8,149,151)   (6,304,110)
                                         ----------    ----------    ----------
    Net future tax asset                         --            --            --
                                         ==========    ==========    ==========


    As at December 31, 2000, the Company has net operating carryforwards of
    approximately $12,945,000 for income tax purposes that expire as follows:

    2001                                                            $   112,000
    2002                                                                 94,000
    2003                                                                907,000
    2004                                                              1,883,000
    2005                                                              3,033,000
    2006                                                              4,748,000
    2007                                                              2,168,000
                                                                    -----------
                                                                    $12,945,000
                                                                    ===========



    In addition, as at December 31, 2000, the Company has net capital loss
    carryforwards of approximately $2.1 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.








                                                                              14
<PAGE>
DURA PRODUCTS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000




9.  CAPITAL LEASE OBLIGATIONS

    a) Production equipment capital leases consist of:
                                                          2000          1999
                                                       ----------    ----------
       Equipment obligation, bearing interest at
       11.4% per annum, monthly blended payments
       of $31,984, due September, 2002                    816,963     1,024,914
       Miscellaneous office equipment obligation               --           379
                                                       ----------    ----------
                                                          816,963     1,025,293

       Less: Current portion                             (816,963)  (1,025, 293)
                                                       ----------    ----------
                                                               --            --
                                                       ==========    ==========


       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, 2000, 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 June 25, 2001, the Company has not
       received notice from the lender indicating its intention to exercise its
       rights under these events of default.

       As a result of the restrictive nature of this binding agreement,
       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 are as follows:

       2001                                                          $  511,720
       2002                                                             425,595
                                                                     ----------
                                                                        937,315

       Less: imputed interest                                          (120,352)
                                                                     ----------
                                                                     $  816,963
                                                                     ==========








                                                                              15
<PAGE>
DURA PRODUCTS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000




9.  CAPITAL LEASE OBLIGATIONS (cont'd)

    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:

    2001                                                             $  230,003
    2002                                                                232,741
    2003                                                                246,431
    2004                                                                246,431
    2005                                                                205,359
                                                                     ----------
                                                                     $1,160,965
                                                                     ==========

    Operating lease expense, which is grouped with general and administration
    expenses, for the years ended December 31, 2000, 1999, and 1998 was
    approximately $30,000, $30,000 and $637,000, respectively.

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, 2000, 1999 and 1998, several
    non-cash transactions occurred, which are excluded from the consolidated
    statements of cash flows.

    2000 transactions include:

    (i)   common shares were issued in lieu of payment of $30,000 in the
          settlement of a lawsuit.

    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.

                                                                              16
<PAGE>
DURA PRODUCTS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000




11. SEGMENTED INFORMATION

    The Company has one reportable segment, which includes the manufacture of
    pallets from its proprietary composite material.

    a) Geographic segmented information is as follows:

                                                         United
       2000                                Canada        States         Total
       ----                              ----------    ----------    ----------
       Revenue                              429,177       351,190       780,367
       Loss for the year                 (1,689,863)   (1,382,793)   (3,072,656)
       Capital assets                     3,863,565            --     3,863,565

       1999
       ----
       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



    b) Sales to major customers are as follows:
                                                          2000          1999
                                                       ----------    ----------

       Sales                                           $  357,814    $  426,978
                                                       ----------    ----------
       % of total sales                                       46%           51%
                                                       ----------    ----------
       Amounts included in accounts receivable         $   38,715    $   30,885
                                                       ----------    ----------



    c) Purchases from major suppliers are as follows:
                                                          2000          1999
                                                       ----------    ----------

       Purchases                                       $   96,728    $  117,681
                                                       ----------    ----------
       % of total purchases                                   31%           31%
                                                       ----------    ----------
       Amounts included in accounts payable            $   54,792    $   13,304
                                                       ----------    ----------









                                                                              17
<PAGE>
DURA PRODUCTS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000




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, 2000. No action occurred during 2000 or
       subsequent to year end on this claim or counterclaim.

    b) In September 1998, a former shareholder of the Company filed a statement
       of claim against the Company for $1.5 million. 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, 2000.






                                                                              18
<PAGE>
DURA PRODUCTS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000




12. CONTINGENCIES (cont'd)

    c) 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 $40,000 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.

    d) 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.

    e) 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.

    f) 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.

    g) 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.








                                                                              19
<PAGE>
DURA PRODUCTS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000




12. CONTINGENCIES (cont'd)

    h) In August 1999, the Company received a judgment against it for
       approximately US$1,500,000. 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 its 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.

    i) 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 and the minority interest partners in Duraskid
       (New England) LLC both acted as guarantors 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.

13. SHORT-TERM LOAN PAYABLE

    The short-term loan bears interest at 7% and is due on demand.

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. This debt has continued to be treated as a long-term liability.

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








                                                                              20
<PAGE>
DURA PRODUCTS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000




15. 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.

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.

       The impact of this is as follows:
                                                 Year ended December 31,
                                         --------------------------------------
                                            2000          1999          1998
                                         ----------    ----------    ----------
       Loss as reported under Canadian
         GAAP                            $3,072,656    $9,669,951    $8,673,172
       Additional amortization expense
         and write-downs                         --            --        83,583
                                         ----------    ----------    ----------
       Loss and comprehensive income
         under US GAAP                    3,072,656     9,669,951     8,756,755
                                         ==========    ==========    ==========
       Loss per share                         (0.09)        (0.36)        (0.38)
                                         ==========    ==========    ==========


    b) Subscription Receivable

       US GAAP requires that subscription receivable be presented as deductions
       from shareholders' equity and not as assets. Accordingly, in order to
       comply with US. GAAP, shareholders' deficiency would have been increased
       by $300,000 as at December 31, 2000.






                                                                              21
<PAGE>
DURA PRODUCTS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000




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

    c) 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 6. 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
       25%. The weighted-average grant date fair value of options granted during
       2000 was $nil, 1999 was $1.48; and 1998 was $1.16. There were no stock
       options issued to employees during 2000. The pro-forma impact of this is
       as follows:

                                                 Year ended December 31,
                                         --------------------------------------
                                            2000          1999          1998
                                         ----------    ----------    ----------
       Pro-forma disclosures under FAS 123
       Loss for the year                 $3,072,656   $10,524,171    $8,965,696
       Loss per share                         (0.09)        (0.39)        (0.39)


    d) Recently Issued Pronouncements

       In December 1999, the Securities and Exchange Commission issued Staff
       Accounting Bulletin No. 101 ("ASB 101"), "Revenue Recognition in
       financial Statements". SAB 101 provides guidance on applying generally
       accepted accounting principles to revenue recognition issues. The
       adoption of this standard would not have a material impact on the
       Company's financial position, results of operations or cash flows.

       In June 2000, the Financial Standards Board ("FASB") issued statement NO.
       138. "Accounting for Certain Derivative Instruments and Certain Hedging
       Activities, An Amendment of FASB Statement No. 133". SFAS No. 133, as
       amended, is effective for fiscal periods beginning after June 15, 2000
       and establishes accounting and reporting standards for derivative
       instruments and hedging activities. The adoption of this standard would
       not have a material impact on the company's financial position, results
       of operations or cash flows.

       In September 2000, FASB issued SFAS No. 140, "Accounting for Transfers
       and Servicing of Financial Assets and Extinguishments of Liabilities".
       This statement is effective for transfers and servicing of financial
       assets and extinguishment of liabilities occurring after March 331, 2001.
       SFAS No. 140 also includes provisions that require additional disclosures
       in the financial statements for fiscal years ending after December 15,
       2000. The adoption of this standard would not have a material impact on
       the company's financial position, results of operations or cash flows.

                                                                              22
<PAGE>

                               INDEX TO EXHIBITS


11.0       Computation of Earnings Per Share

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