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

                                    FORM 20-F
(Mark One)

|_|  REGISTRATION   STATEMENT  PURSUANT  TO  SECTION  12(b)  _____  REGISTRATION
     STATEMENT  PURSUANT TO SECTION 12(b) OR (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 March 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 _________________


                             CRYOPAK INDUSTRIES INC.
                             -----------------------
             (Exact name of Registrant as specified in its charter)

                             CRYOPAK INDUSTRIES INC.
                             -----------------------
                 (Translation of Registrant's name into English)


                            BRITISH COLUMBIA, CANADA
                            ------------------------
                 (Jurisdiction of incorporation or organization)

        1120-625 HOWE STREET, VANCOUVER, BRITISH COLUMBIA, CANADA V6C 2T6
        -----------------------------------------------------------------
                    (Address of principal executive offices)

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

                               Title of each class
                    Name of each exchange on which registered

                                      NONE

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

                                 Title of Class

                           COMMON STOCK, NO PAR VALUE
                 CLASS A PREFERRED STOCK, SERIES 1, NO PAR VALUE

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

                                 Title of Class

                                      NONE

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: 18,706,315 common; 530 preferred as of March 31, 2000.

     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
registrants was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ ] No [ ]

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 Section 12, 13 or 15(d) of the
Securities  Exchange Act of 1934  subsequent to the  distribution  of securities
under a plan confirmed by a court Yes [ ] No [ ]

<PAGE>

                                     PART I

Item 1. Description of Business

Overview of Business
--------------------

Cryopak  Industries  Inc.  ("Cryopak",  the  "Company")  is in the  business  of
supplying controlled temperature packing and packaging solutions.  The Company's
core Cryomat product is a patented, flexible, reusable refrigerant product, sold
either as a  standalone  product or as a component  of a designed  system  (both
corrugated and styrofoam). This product can be used as a replacement for ice/dry
ice or in conjunction therewith.

The   principal   markets   for  its   products   are  the   transportation   of
pharmaceuticals,  perishables such as fruit and vegetables and seafood products,
medical  wraps and  retail and  general  thermal  packaging.  Over the last five
years, the Company has experienced low but stable sales,  largely to the seafood
and special thermal packaging  industries.  It has suffered recurring  operating
losses  as the  Company  has  focused  on  identifying  key  markets  where  the
opportunities for significant sales volumes may exist or be created.

Historically,  the Company manufactured its product through subcontractors under
a contractual  arrangement.  On September 14, 2000, the Company  acquired all of
the issued and  outstanding  shares of  Northland  Custom  Packaging  Inc.,  its
principal  subcontractor  for the manufacture of its product.  Accordingly,  the
Company now owns and controls its own manufacturing  facility.  The Company also
acquired Northland Ice Gel Inc., its sister company.

The  acquisition  of Northland  Ice Gel Inc. and its sister  company,  Northland
Custom Packaging Inc. (the "Northland  companies") has, in addition to providing
the Company with its own manufacturing  capacity,  allowed the Company to expand
its product line to include gel products and to offer custom packaging services.
These products and services are complementary to the company's  existing product
line.

The  Company  relies  upon  the  protection   offered  by  certain  patents  and
trademarks.  The patents are expected to be in effect  until 2008.  The right to
exploit the patents has been licensed to the Company for an indefinite term, and
is critical to Cryopak's business. A royalty is payable to the licensor.

Company History
---------------

Cryopak  Industries Inc. was  incorporated in the province of British  Columbia,
Canada,  on February 13, 1981 as 226896 B.C.  Ltd. On March 30, 1981 the Company
changed its name to Consort Energy Corp. The Company  changed its name again, to
International Consort Industries Inc., on April 30, 1990 and amended its name to
Cryopak  Industries  Inc.  on November  12,  1993.  On January 3, 1996,  Cryopak
increased its authorized  stock to a total of two hundred million  (200,000,000)
shares,  consisting of one hundred million  (100,000,000) shares of common stock
with no par  value  and one  hundred  million  (100,000,000)  shares  of Class A
Preferred  Stock,  no par value, of which one thousand five hundred (1,500) were
designated Class A Convertible Voting Preference  Shares,  Series I. Cryopak has
two subsidiaries.  Cryopak (Canada)  Corporation,  a British  Columbia,  Canada,
corporation,  was  incorporated  on June 6, 1986 as 310302 B.C. Ltd. and changed
its  name to  Cryopak  (Canada)  Corporation  on  September  22,  1987.  Cryopak
(International) Inc. is a Barbados corporation  incorporated on August 29, 1995,
which is currently inactive.  Additionally,  Cryopak (Canada)  Corporation has a
wholly-owned  subsidiary,  Cryopak  Corporation,  a Nevada corporation formed on
March  20,  1987.  It  had  a  fifty  percent  interest  in  Cryopak   (Alberta)
Corporation, which was dissolved 1998.

The Company purchased a machine and placed it in the manufacturing facilities of
the Northland  companies.  The Company  controls the  manufacturing  process and
instructs  Northland  as  to  the  timing  and  quantity  of  its  requirements.
Manufacturing  with this  machine  began  during the fiscal year ended March 31,
1999. This facility  manufactures products to be delivered to the United States,
Canada and the Pacific  Rim.  Sugar Foods  produced  the product from April 1987
until April 1999 under a contractual arrangement.  The Company pays to Northland
Custom Packaging Inc. a rate for providing the labor involved in the manufacture
of Cryopak's product.  These rates were verbally agreed to by both companies and
are  charged on a per piece  basis.  There is no  minimum  or maximum  amount of
product Northland is required to manufacture. The Company is responsible for the
purchase,  delivery,  and payment of all raw  materials.  The  equipment  can be
removed at the discretion of the Company.  This equipment is used solely for the
manufacture of the Company's  product and is not to be used by Northland for any
other  purposes.   Cryopak  purchased  the  machine  by  lease  financing.   The
arrangement with Sugar Foods has been terminated.


<PAGE>

Subsequent  to its year ended  March 31, 2000 and on  September  14,  2000,  the
Company  acquired  all  the  issued  and  outstanding  shares  of the  Northland
companies.  See the section entitled  Acquisition of the Northland Companies for
details of the acquisition.

Cryomat  consists of reusable  sheets of  liquid-filled  laminate  pouches  that
provide  refrigeration and insulation when frozen.  The sheets can be custom cut
to  various  sizes  or  into  individual  cubes  for  use  in a  wide  range  of
applications and has been U.S.D.A approved for use with food products, including
fish, meat and poultry.  The Company markets its Cryomat product to the airline,
pharmaceutical  and seafood  shipping  industries  and has begun to  investigate
marketing the product to the sports/healthcare industry.  Additionally,  Cryomat
is sold commercially in Canada under the name Cooler Mat.

All of the Company's  sales are to  third-party  customers.  Sales to the United
States for the years 1998,  1999,  and 2000 are 67%, 90%, and 87%  respectively.
International  sales  are 32%,  7%,  and 2% for  1998,  1999,  and 2000 with the
majority to one customer,  Seafish Systems.  Sales within Canada are 0%, 2%, and
10% for 1998, 1999, and 2000.

Three customers accounted for approximately 74%, 71%, and 54% of total sales for
the financial  years 1998,  1999, and 2000. They are Dura*Kold  Corp.,  Polyfoam
Packers, and Seafish Systems for 1998 and Dura*Kold Corp., Polyfoam Packers, and
Wyeth-Ayerst Labs for 1999 and 2000.

There is no new product or service being offered.

The Company conducts research and development  activities of a minimal nature at
this time but the  activities  are not  separately  accounted  for nor are there
allocated funds for these activities.

The "perishable" packaging industry is being faced with several pressures, which
have forced corporations  within the industry to reevaluate  traditional methods
of  packing,   transporting  and  storing  temperature  sensitive  goods.  These
pressures  include the market and customer driven need for higher quality,  more
timely and  fresher  products,  a cost driven need to reduce the amount of waste
and spending on less effective  products and regulation  driven  requirements of
new food  safety  and health  standards  and the  United  States'  Food and Drug
Administration's  ("FDA")  regulations for the transport of pharmaceuticals  and
general handling and catering of perishable meals for public consumption.

In December  1997,  the FDA  introduced  the HACCP  ("Hazard  Analysis  Critical
Control Point")  program,  a food handling  guideline system endorsed by the FDA
which was put into effect in December 1998. One portion of this program requires
that airline food be stored at temperatures below 41 degrees Fahrenheit. Because
the Company's  testing in the airline  industry had shown that food stored using
its products  remain below this level,  this new regulation will have a positive
impact on the Company's sales.

The "perishable" packaging industry must also follow U.S.D.A. regulations in the
United States and  Agriculture  Canada  regulations in Canada.  Cryomat has been
U.S.D.A.  approved and  Agriculture  Canada accepted for use with food products,
including fish, meat and poultry.

The  Company's  Cryomat  product has been  registered  with the U.S.  Patent and
Trademark  Office as "Thermal  Packaging  Assembly"  and received  patent number
4,931,333  on June 5, 1990.  The product was also  patented in Canada on October
22, 1991 with patent number  1,291,073.  The patent expires in Canada on October
22, 2008 and in the United  States on June 5, 2007.  Both patents are held by D.
Lindley  Henry.  Lin  Henry  is a  consultant  for the  company.  Because  these
expiration  dates are so far in the future,  the  Company  feels that the patent
expirations will not make a significant impact upon the Company's business.

The Company's  subsidiary  Cryopak  Corporation  has also  trademarked the words
"Cryomat" and "Cryopak" with the United States Patent and Trademark Office.  The
"Cryomat"  trademark is registration number 1,420,052 dated December 9, 1986 and
the "Cryopak" trademark is registration  number 1,576,371  registered January 9,
1990.   These   trademarks   expire  December  9,  2006  and  January  9,  2001,
respectively.  Additionally,  Cryopak  Corporation has  trademarked  "Super Cool
System" with the Canadian  Trademark  Office,  registration  number  441,439 and
registration  date March 31, 1995,  as well as "Cooler  Cube" with  registration
number 441,438 and  registration  date March 31, 1995.  The Canadian  subsidiary
registered these trademarks.

The Company had two 100% wholly-owned subsidiaries at March 31, 2000:

<PAGE>

Cryopak (Canada) Corporation - is a British Columbia, Canada corporation and was
incorporated on June 6, 1986 as 310302 B.C. Ltd. and changed its name to Cryopak
(Canada)  Corporation  on September 22, 1987. It has a wholly owned  subsidiary,
Cryopak   Corporation,   a  Nevada   corporation   formed  on  March  20,  1987.
Additionally,  it had a  fifty  percent  (50%)  interest  in  Cryopak  (Alberta)
Corporation,  an Alberta,  Canada corporation formed in November 17, 1992, which
was dissolved in 1998. From inception until 1998, it has been handling all sales
activities up to the point when the Company started  manufacturing in Vancouver.
From July 1998 onwards,  it has been in charge of all sales to the United States
and worldwide while the Company is responsible for all sales within Canada.

Cryopak (International) Inc. - is a Barbados corporation  incorporated on August
29, 1995. It is inactive and there are no activities to date.

Acquisition of the Northland Companies
--------------------------------------

On  September  14,  2000,  the Company  acquired  two  additional  subsidiaries,
Northland Ice Gel Inc. and Northland Custom Packaging Inc.

Northland Ice Gel Inc. - was  incorporated on February 9, 1988 under the laws of
the  province of British  Columbia.  Its  business is the  manufacturing  of gel
products.

Northland Custom Packaging Inc. - was incorporated on February 3, 1993 under the
laws of the  province of British  Columbia.  Since 1998,  it has carried out the
manufacturing  activities  of  Cryopak  under the  control of  Cryopak.  It will
continue this manufacturing activity as well as its own product.

The acquisition has been approved by the Canadian Venture Stock Exchange and was
concluded on the following terms:

     -    A purchase  price of Cdn$2  million,  in addition to 666,66  shares of
          Cryopak Industries Inc.

     -    Cryopak  agrees to assume up to Cdn$200,000 in debt or, i Northland is
          debt-free, to increase the cash portion by Cdn$200,000.

     -    An additional  500,000  Cryopak  shares will be held in escrow.  Their
          release will be dependent on the Northland  companies meeting a target
          earnings  before   interest,   tax,   depreciation   and  amortization
          ("EBITDA") of $3.5 million over five years. If this target is met, all
          500,000  shares  will be release  (100,000  in each year,  based on an
          annual EBITDA of $700,000).

     -    An  appropriate  employment  contract  has been  reached  between  the
          principals, which ensures the cooperation of key leadership.

Northland  manufactures  hot and cold gel products sold under the private labels
of major  consumer  brands.  It also produces a product known as "Simply  Cozy,"
which is  distributed  through  K-Mart and "Equate,"  which is marketed  through
Wal-Mart in Canada.  These products immediately expand Cryopak's presence in the
retail-consumer  market. Begun as a family business in 1989 with four employees,
Northland now has 30 full-time  employees and markets  across the United States,
Canada and around the world.

Item 2. Description of Property

Vancouver,  British Columbia, Canada V6C2T6. Cryopak leases office space for its
corporate  headquarters totaling 2,039 square feet at a rate of Cdn$2,378.83 per
month.  The current lease  expires on October 31, 2000.  The Company is reaching
maximum office capacity and will likely be seeking additional space prior to the
expiry of the existing lease.

With the acquisition of the Northland  companies,  the Company plans to relocate
its  administrative,  sales, and executive  offices to the Northland  offices at
1055 Derwent Way, Delta British Columbia. This relocation is anticipated to take
place in the fourth quarter of the fiscal year ending March 31, 2001. Until that
time, the Company will continue its current  premises on a month to month lease.
Additional   executive  offices  will  be  maintained  in  Vancouver's  downtown
financial  district.  Northland Ice Gel Inc. leases 26,000 square feet of office
and warehouse space at 1055 Derwent Way, Delta,  British Columbia  pursuant to a
lease agreement which expires on January 31, 2005. The annual lease payments are
Cdn$132,230 until July 31, 2002 and Cdn$137,693 thereafter.


<PAGE>

Item 3. Legal Proceedings

Neither  the  Company  nor  any of its  subsidiaries  is a  party  to any  legal
proceedings at this time.


Item 4. Control of Registrant

The  Company is not  directly or  indirectly  owned or  controlled  by any other
corporation or by any foreign government.

The following table sets forth, as at July 31, 2000, the beneficial ownership of
the Company's  common stock by each person known by the Company to  beneficially
own more than 5% of the Company's  common stock  outstanding as of such date and
by the officers and directors of the Company as a group.  No one person or group
owns more than 10% of the Company's common stock.

<TABLE>
<CAPTION>
Title of Class            Identity of Person or Group                           Amount Owned    Percent of Class
--------------            ---------------------------                           ------------    ----------------
<S>                       <C>                                                   <C>             <C>
Common Shares             Exceptional Technologies Funds 3                           977,777                5.0%
Common Shares             Cryopak Industries (VCC) Inc.                            1,619,883                8.2%
Common Shares             Directors /Officers                                      1,674,885                8.6%

</TABLE>

The Company does not know of any  arrangements  the  operation of which may at a
subsequent date result in a change in control of the Company.


Item 5. Nature of Trading Market

The Company's common stock trades in Canada on the Canadian Venture Exchange and
in the United States on the OTCBB. Non-Canadian investors are also able to trade
the Company's stock on the Canadian Venture Exchange.  As at March 31, 2000, 369
American shareholders  comprising of 32.6% of its total outstanding shares, held
stock in the company.  The high and low sales  prices (in Canadian  dollars) for
the Company's  common stock on the Canadian  Venture  Exchange over the past two
fiscal years are as follows:

<TABLE>
<CAPTION>
Fiscal Quarter                                                       High                    Low
--------------                                                       ----                    ---
<S>                                                                  <C>                    <C>
April - June 2000                                                    $1.00                  $0.58
January - March 2000                                                  1.50                   0.48
October - December 1999                                               0.75                   0.51
July - September 1999                                                 1.29                   0.76
April - June 1999                                                     1.15                   0.98
January - March 1999                                                  0.84                   0.74
October - December 1998                                               0.89                   0.55
July - September 1998                                                 0.62                   0.39
April - June 1998                                                     0.46                   0.36

</TABLE>

Item 6. Exchange Controls and Other Limitations Affecting Security Holders

Except as  discussed  in Item 7 below,  the Company is not aware of any Canadian
federal or provincial laws,  decrees, or regulations that restrict the export or
import of  capital,  including  foreign  exchange  controls,  or that affect the
remittance of dividends,  interest or other payments to non-Canadian  holders of
Common  Shares.  The  Company  is not aware of any  limitations  on the right of
non-Canadian owners to hold or vote Common Shares imposed by Canadian federal or
provincial law or by the Company.

The Investment Canada Act (the "Act") governs  acquisitions of Canadian business
by a non-Canadian person or entity. The Act provides,  among other things, for a
review of an  investment  in the event of  acquisition  of  control  in  certain
Canadian businesses in the following circumstances:

     1.   if the  investor  is a  non-Canadian  and is not a resident of a World
          Trade Organization  ("WTO") country,  any direct acquisition having an
          asset value exceeding  $5,000,000 and any indirect  acquisition having
          an asset value exceeding $50,000,000;

     2.   if the investor is a  non-Canadian  and is a resident of a WTO member,
          any direct  acquisition  having an asset value exceeding  $168,000,000
          unless the  business  is  involved  in uranium  production,  financial
          services, transportation services or a cultural business.

<PAGE>

An indirect  acquisition  of control by an  investor  who is a resident of a WTO
country is not reviewable unless the value of the assets of the business located
in Canada represents more than 50% of the asset value of the transaction, or the
business is involved in uranium production,  financial services,  transportation
services or a cultural business.

The Act provides that a  non-Canadian  investor can hold up to 1/3 of the issued
and  outstanding  capital  of a  Canadian  corporation  without  being  deemed a
"control person", and that a non-Canadian  investor holding greater than 1/3 but
less than 1/2 of the issued and outstanding capital of a Canadian corporation is
deemed  to be a  control  person  subject  to a  rebuttable  presumption  to the
contrary  (i.e.  providing  evidence of another  control person or control group
holding greater number of shares).

The Act requires notification where a non-Canadian acquires control, directly or
indirectly,  of a  Canadian  business  with  assets  under  the  thresholds  for
reviewable   transaction.   The  notification   process  consists  of  filing  a
notification within 30 days following the implementation of an investment.


Item 7. Taxation

The Income Tax Act (Canada)  provides that  interest  and/or  dividends  paid to
persons  who are not  resident  in Canada are subject to taxation in Canada at a
rate of 25% of the amount so paid.  The tax is withheld by the payor at the time
of payment. The 25% withholding rate may be reduced where Canada and the country
of  residence  of the  recipient  have enacted a treaty with respect to taxes on
income and on capital.  The Canada United  States Income Tax  Convention of 1980
provides that the withholding  rate on dividends and interest will be 15% of any
paid. There are no other taxes eligible for persons not resident in Canada.


Item 8. Selected Financial Data


<TABLE>
<CAPTION>
                               Year Ended          Year Ended          Year Ended          Year Ended         Year Ended
                             March 31, 2000      March 31, 1999      March 31, 1998      March 31, 1997     March 31, 1996
                             --------------      --------------      --------------      --------------     --------------
<S>                          <C>                 <C>                 <C>                 <C>                <C>
Net sales                    $     1,592,901     $     1,295,159     $    1,161,442      $    1,140,242     $       965,912
Income (loss) from
  continuing operations           (1,349,454)           (912,068)          (638,553)           (675,133)           (912,390)
Income (loss) from
  continuing operations
  per common share                     (0.07)              (0.06)             (0.05)              (0.06)              (0.09)
Total assets                         300,839           2,036,700          1,364,297             892,598             969,860
Long-term obligations
  and redeemable
  preferred stock:
     Capital leases                  156,320             249,057            320,015                   -                   -
     Long-term debt                1,051,412                   -                  -                   -                   -
     Redeemable                            -                   -                  -                   -                   -
        preferred stock
Cash dividends                           N/A                 N/A                N/A                 N/A                 N/A
  declared per
  common share

</TABLE>

The Company  prepares its financial  statements in  accordance  with  accounting
principles  generally  accepted in Canada  ("Canadian  GAAP").  In addition  the
Company provides  supplementary  description of significant  differences between
Canadian GAAP and those in the United States ("U.S. GAAP") as follows:

<PAGE>

     A.   Under U.S.  GAAP  development  costs are expensed as  incurred.  Under
          Canadian  GAAP  development  costs  subject  to certain  criteria  are
          deferred and amortized.

     B.   The Company has elected to follow Accounting  Principles Board Opinion
          No.  25  "Accounting  for  Stock  Issues  to  Employees"   (APB25)  in
          accounting  for its stock options.  Under APB25,  because the exercise
          price of the Company's  options for common shares granted to employees
          is not less than the fair market value of the underlying  stock on the
          date of grant, no compensation expense has been recognized.

     C.   Under U.S.  GAAP,  stock based  compensation  to no employees  must be
          recorded at the fair market value of the options and warrants granted.
          This compensation,  determined using a Black-Scholes pricing model, is
          expensed over the vesting periods of each option and warrant granted.

The impact of significant variations to U.S. GAAP on the Consolidated Statements
of Loss are as follows:

<TABLE>
<CAPTION>

                                                                          Year Ended March 31
                                                                  2000                 1999                 1998
                                                                  ----                 ----                 ----
<S>                                                               <C>                  <C>                  <C>
Loss for the year, Canadian GAAP                                  $  (1,328,987)       $    (912,068)       $    (638,553)
Amortization of deferred development costs                               14,822               14,822               14,822
Adjustment for stock based compensation -
   non employees                                                       (120,169)            (574,868)            (123,226)
Dividends paid on Class A Preferred Shares                              (63,600)             (63,600)             (47,970)

Loss for the year, U.S. GAAP                                         (1,497,934)          (1,535,714)            (794,927)
Loss per share, U.S. GAAP                                         $       (0.08)       $       (0.10)       $       (0.06)

</TABLE>

Supplemental disclosure of pro forma loss and loss per share is as follows:

<TABLE>
<CAPTION>
                                                                          Year ended March 31
                                                                2000                 1999                 1998
                                                                ----                 ----                 ----
<S>                                                             <C>                  <C>                  <C>
Pro forma loss, U.S. GAAP                                       $  (2,586,084)       $  (1,785,577)       $     (784,485)
Pro forma loss per share, U.S. GAAP                             $       (0.14)       $       (0.12)       $        (0.06)

</TABLE>

The impact of significant  variations to U.S. GAAP on the  Consolidated  Balance
Sheets items are as follows:

<TABLE>
<CAPTION>
                                                                    Year Ended March 31
                                                                 2000                 1999
                                                                 ----                 ----
<S>                                                              <C>                  <C>
Assets                                                           $     3,198,634      $    2,018,172
Share Capital                                                         10,714,406          10,257,319
Deficit                                                              (10,323,246)         (9,400,181)

</TABLE>

As of August 31, 2000,  the exchange  rate between the United  States and Canada
was US$1.00 per  Cdn$1.4806.  Over the  Company's  past five fiscal  years,  the
exchange rate per US$1.00 has varied as follows:

<TABLE>
<CAPTION>

Fiscal Year Ended                   Rate at Year End         Average Rate             Low Rate           High Rate
-----------------                   ----------------         ------------             --------           ---------
<S>                                 <C>                      <C>                      <C>                <C>
March 31, 2000                               $1.4494              $1.4743              $1.4378             $1.5175
March 31, 1999                               $1.5092              $1.4023              $1.3669             $1.4639
March 31, 1998                               $1.4166              $1.3609              $1.3306             $1.3843
March 31, 1997                               $1.3843              $1.3629              $1.3282             $1.3987
March 31, 1996                               $1.3632              $1.3824              $1.3408             $1.4235

</TABLE>

<PAGE>

Item 9. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

The  following  discussion  should  be read in  conjunction  with the  financial
statements  and notes  thereto  included  with this Form  20-F.  Except  for the
historical  information contained herein, the discussion in this filing contains
certain forward-looking statements that involve risk and uncertainties,  such as
statements of the Company's plans, objectives,  expectations and intentions. The
cautionary  statements made in this document should be read as being  applicable
to all related forward-looking statements wherever they appear in this document.
The Company's actual results could differ materially from those discussed here.

The Company's operating history makes the prediction of future operating results
difficult or impossible.

General Overview
----------------

The  Company's  business  is the  manufacturing  and sale of  thermal  packaging
solutions.  The Company's  Cryomat  product is a patented,  flexible,  re-usable
refrigerant  product,  which is sold as a  stand-alone  product  or as part of a
system  (both  corrugated  and  Styrofoam).  This  product is  typically  an ice
replacement  and is shipped  directly  to the  customer  in response to purchase
orders.  The principal markets were in the  transportation  of seafood,  medical
wraps, and general thermal packaging.  Over the last five years, the Company has
experienced  low but stable sales,  largely to the seafood  industry and medical
wraps. It has suffered recurring losses from operations. The Company has focused
on identifying key markets where the  opportunity for significant  sales volumes
may exist or be created  and has  established  certain  key  relationships  with
several groups that provide broader North American distribution.  Currently, the
Company  has  targeted  the   pharmaceutical   industry,   particularly  in  the
transportation of temperature-sensitive biologicals and pharmaceuticals.

Results of Operations
---------------------

The table below sets out key components of the Company's  operating  statements,
both numerically and as a percentage of sales, for the last three years.

<TABLE>
<CAPTION>
                                                 2000                          1999                         1998
                                                 ----                          ----                         ----
<S>                                         <C>      <C>                 <C>      <C>                 <C>      <C>
Sales                                       100%     $  1,592,901        100%     $  1,295,159        100%     $  1,161,442
Cost of sales                                47%          755,312         57%          746,285         66%          763,018
Gross profit                                 53%          837,589         43%          548,874         34%          398,424
Selling & administrative costs              137%        2,187,043        113%        1,460,942         89%        1,036,977
Net loss                                     83%    $ (1,328,987)         70%     $   (912,068)        55%     $   (638,553)

</TABLE>

Sales have been increasing steadily over the last three years, showing increases
of 23 % in 2000,  11.5% in 1999,  and 1.8% in 1998.  Over the  prior  year,  the
Company has been seeking out markets  capable of producing  large sales  volumes
with high gross margins.

Cost of Sales and Gross Margins
-------------------------------

The Company's  cost of sales was 47% in 2000,  57% in 1999, and 66% in 1998. The
cost of sales has been steadily decreasing because the cost of manufacturing has
decreased since Northland Custom Packaging Inc. has taken over the manufacturing
process.

Additionally,  in  order to  encourage  sales to the  Asian  and  Australian/New
Zealand markets, the Company reduced its selling price temporarily in 1998. This
resulted in an increase in cost of sales as a percentage of sales. Sales efforts
to those regions have ceased because of their weakened currencies. Sales efforts
will resume when more favorable exchange rates occur.

By  acquiring  its  own  equipment  and  exercising  greater  control  over  the
manufacturing  process,  the Company has  reduced  its cost of  production.  The
Company  expects  higher  gross  margins  and  correspondingly  lower  costs  of
manufacturing in future years.

<PAGE>

Selling and Administrative Costs
--------------------------------

The Company's selling and administrative  costs were 137% of sales in 2000, 113%
in 1999,  and 89% in 1998.  The costs were high  relative to sales.  These costs
were related to:

     1.   the Company's marketing and financing activities;

     2.   identifying   prospective   target   industry   groups   such  as  the
          pharmaceutical industry, transportation of fresh food and produce, and
          airline  in-flight  services,  all of which require  specific  thermal
          packaging  solutions;

     3.   assisting  prospective  customers  in product  testing and  developing
          implementation strategies; and

     4.   developing  and  designing  of  thermal  packaging  solutions  to meet
          prospective customer needs.

The Company is faced with a sales cycle of up to 2-1/2 to 3 years.  Accordingly,
the Company must spend  considerable  amounts of money on its marketing  efforts
before  realizing  significant  sales. The Company has invested in its marketing
program  and  financed  these  costs  through  the equity  markets.  The Company
anticipates that sales will increase in 2001 for the following reasons:

     1.   Wyeth-Ayerst  has  approved  Cryopak  as  a  key  component  of  their
          packaging for all temperature  sensitive  products.

     2.   The sales cycle with other pharmaceutical  companies is moving through
          the  completion of testing to the purchase  stage.  It is  anticipated
          that the prospective purchasers such as SmithKline Beecham and Aradigm
          will place purchase orders.

     3.   The retail contract signed with I.I.D.A. will result in new sales.

     4.   Changes to our inside sales department and customer service department
          should result in growth for our base business.

Liquidity
---------

The Company has relied upon its ability to raise  capital to finance its ongoing
operating  losses and capital asset  requirements.  The Company issued stock and
received  funds totaling  $717,786 in 2000,  $2,392,000 in 1999, and $291,890 in
1998.

During the year ended March 31, 2000, the Company received a partial advance for
an unsecured convertible loan in the amount of Cdn$3,637,500 bearing interest of
10% per annum.  The terms are more fully  described in Note 10 of the  financial
statement  for the year ended  March 31,  2000.  During the year ended March 31,
2000, the total advances received were  Cdn$1,455,000.  The balance of the funds
totaling  Cdn$2,182,500  were  received in April and May 2000.  Of the total net
proceeds  received  of  Cdn$3,273,750,  Cdn$2.2  million was used to finance the
acquisition of the Northland  companies.  The remaining funds were available for
general corporate purposes.

Capital Resources
-----------------

The Company has financed capital expenditures in 1998 with a capital lease. Such
financing  was  Cdn$368,313  in 1998.  At March 31,  2000,  the  Company  had no
specific commitments to make further capital expenditures.

While  there are no capital  expenditure  requirements  currently,  the  Company
anticipates making further acquisitions as sale volumes increase.  To the extent
that such expenditures cannot be financed out of operating cash flow, additional
capital lease financing may be sought.


Item 9A. Quantitative and Qualitative Disclosures About Market Risk

Disclosures About Market Risk
-----------------------------

In the courses of  carrying  on its  business,  the  Company is  subjected  to a
variety of business risks,  including market risk associated with fluctuation in
interest  rates,  currency  exchange  rates  as  well as the  collectibility  of
accounts.

Collectibility of Accounts
--------------------------

The Company  carefully  monitors the collection of all accounts and the granting
of credit.  As a result of this policy,  the Company has experienced no material
credit losses and does not anticipate future losses to be material.  The Company
will continue its close monitoring of credit.

<PAGE>

Currency Fluctuation Risk
-------------------------

Approximately  87%  of  the  Company's  sales  revenue  is  in  US  Dollars  and
substantially all of its costs of sales and administrative costs are in Canadian
dollars.  Its marketing costs including travel and consulting costs are incurred
in the country of origin.  The Company monitors exchange rates but had not taken
action to date to reduce its exposure to  significant  fluctuations  in currency
exchange rates.  Management will review its exposure and will take such remedial
steps, as it considers necessary.

Interest Rate Risk
------------------

The  Company's  interest  expenses and income are subject to changes in interest
rates.  Management has  determined  that  fluctuations  of up to 10% in interest
rates  would  not  materially  affect  its  financial  position  or  results  of
operations.

At March 31, 2000,  the Company had entered into an unsecured  convertible  loan
agreement in the amount of $3,637,500 bearing interest at 10% per annum maturing
February 24, 2003. As at March 31, 2000,  $1,455,000 has been advanced under the
loan with the balance  advanced  subsequent  to the year end.  See to Note 10 in
financial statements.

As at March 31,  2000,  the  capitalized  amount  owing  under  long-term  lease
contracts  was  $266,102  with fixed  interest  until  maturity.  See Note 11 of
financial statements.


Item 10. Directors and Officers of Registrant

The table  below is a list of all  directors  and  officers of the Company as at
August 31, 2000. All directors have a term of one year. Directors are elected at
each annual general  meeting of the Company.  The terms for  President,  CFO and
Secretary are indefinite.

<TABLE>
<CAPTION>
Name                          Positions Held             Term of Office                   Arrangements
----                          --------------             --------------                   ------------
<S>                           <C>                        <C>                              <C>
Harry Bygdnes                 President                  1981 to Present                  None
                              Director                   1981 to Present
Robert Leigh Jeffs            CFO                        March 1999 to Present            None
                              Director                   June 1990 to Present
Douglas R. Reid               Director                   June 1990 to Present             None
John F. Morgan                Director                   March 1999 to Present            None
John McEwen                   Director                   August 1995 to Present           None
Ross Morrison                 Director                   April 1999 to Present            None
Harley D. Sinclair            Secretary                  November 1995 to Present         None

</TABLE>

Item 11. Compensation of Directors and Officers

During the Company's  last fiscal year ended March 31, 2000, the Company paid an
aggregate of Cdn$382,000 to its officers. Three directors were paid $370,000 for
management  services  and one  director  was paid  $12,000  for  consulting  and
accounting  services.  The Company's  directors do not receive a salary, but are
paid for out-of-pocket  expenses incurred as directors of the Company.  Both the
Company's  officers and its directors  have  received  options for the Company's
common stock at various exercise prices based upon the average trading price for
the ten trading days prior to the grant date.  There are no amounts set aside or
accrued  during the last fiscal year to provide  pension,  retirement or similar
benefits for the directors  and officers  pursuant to any existing plan provided
or contributed to by the Company or its subsidiaries.

<TABLE>
<CAPTION>
Name of Director/Officer            Amount Paid                      Reason
------------------------            -----------                      ------
<S>                                 <C>                              <C>
Harry Bygdnes                       $110,000                         Management fees
R. Leigh Jeffs                      $110,000                         Management fees
John F. Morgan                      $150,000                         Management fees
Douglas R. Reid                     $  12,000                        Accounting & advisory services

</TABLE>

<PAGE>

Item 12. Options to Purchase Securities from Registrant or Subsidiaries

As of March 31, 2000, the following  options,  all exercisable for shares of the
Company's common stock, were outstanding:

<TABLE>
<CAPTION>
No. of Shares              Exercise Price Expiry Date
-------------              --------------------------
<S>                        <C>
  100,000                  $   0.40 June 26, 2000
  390,000                      0.82 August 17, 2000
  343,000                      0.64 January 7, 2001
  160,000                      0.82 February 11, 2001
  290,000                      0.86 April 21, 2001
  250,000                      0.75 September 3, 2001
   40,000                      0.75 September 3, 2003
  750,000                      0.76 March 19, 2004
  732,000                      0.57 February 1, 2005
   50,000                      0.65 February 1, 2005
  225,000                      0.46 May 13, 2000
  135,000                      0.46 May 29, 2000
  265,000                      0.46 June 3, 2000
  125,000                      0.46 June 17, 2000
   72,000                      1.00 April 23, 2001
  150,000                      1.15 June 21, 2001
4,077,000

</TABLE>

The total amount of securities  called for by all such options held by directors
and officers of the Company, as a group, is 3,265,000.


Item 13. Interest of Management in Certain Transactions

Over the past three fiscal years,  the Company has given unsecured cash advances
to NCK Holdings Inc.  ("NCK"),  which is owned by Harry Bygdnes and Leigh Jeffs,
directors of the Company.  These  advances have included  Cdn$70,572  during the
fiscal year ended March 31, 1998;  Cdn$48,868 during the fiscal year ended March
31, 1999; and $25,433 during the fiscal year ended March 31, 2000. The unsecured
cash advances were paid against royalties, which were less than anticipated. NCK
is currently  repaying  the loan at a rate of  Cdn$2,200  per month which amount
includes eight percent annual interest.

The Company has paid  management  fees and royalties to NCK. The management fees
were paid in exchange for management services and the royalties were in exchange
for the rights to the patent for the Cryomat product. Over the past three fiscal
years, these fees and royalties have been paid as follows:

<TABLE>
<CAPTION>
Fiscal Year Ended                                      Management Fees                Royalties
-----------------                                      ---------------                ---------
<S>   <C> <C>                                          <C>                            <C>
March 31, 2000                                         $     220,000                  $  33,552
March 31, 1999                                               220,000                     26,261
March 31, 1998                                               220,000                     26,289

</TABLE>

                                    PART III

Item 15. Defaults Upon Senior Securities

Neither  the  Company  nor its  subsidiaries  have  defaulted  in the payment of
principal, interest, sinking or purchase fund installment, or any other material
defaults.  There is no material  arrearage  in the payment of  dividends  to any
class of preferred stock.

<PAGE>

Item 16. Changes in Securities and Changes in Security for Registered Securities

The  Company  has not  modified  the  rights  of the  holders  of any  class  of
registered  securities.  There have not been any issuance or modification of any
other class of securities  that would limit or qualify the rights of the holders
of a registered security.


                                     PART IV

Item 17. Financial Statements


                                     FORM 61

                                QUARTERLY REPORT


Incorporated as part of:                        |X|        Schedule A
                                                |X|| |     Schedules B & C

                                               (place X in appropriate category)
ISSUER DETAILS:
NAME OF ISSUER:                                 CRYOPAK INDUSTRIES INC.
ISSUER ADDRESS:                                 Suite 1120, 625 Howe Street
                                                Vancouver, British Columbia
                                                V6C 2T6
CONTACT PERSON:                                 Laila Yee
CONTACT'S POSITION:                             Office Manager
CONTACT TELEPHONE NUMBER:                       (604) 685-3616
FOR QUARTER ENDED:                              March 31, 2000
DATE OF REPORT:                                 July 31, 2000

                                   CERTIFICATE

THE SCHEDULES  REQUIRED TO COMPLETE THIS  QUARTERLY  REPORT ARE ATTACHED AND THE
DISCLOSURE CONTAINED THEREIN HAS BEEN APPROVED BY THE BOARD OF DIRECTORS. A COPY
OF ITS  QUARTERLY  REPORT WILL BE PROVIDED TO ANY  SHAREHOLDER  WHO REQUESTS IT.
PLEASE NOTE THIS FORM IS  INCORPORATED  AS PART OF BOTH THE  REQUIRED  FILING OF
SCHEDULE "A" AND SCHEDULES "B" AND "C".

R. LEIGH JEFFS                  /s/ R. Leigh Jeffs            2000/08/01
--------------                  ------------------            ----------
NAME OF DIRECTOR                  SIGN (TYPED)            DATE SIGNED (YY/MM/DD)


DOUGLAS R. REID                /s/ Douglas R. Reid             2000/08/01
---------------                -------------------             ----------
NAME OF DIRECTOR                  SIGN (TYPED)            DATE SIGNED (YY/MM/DD)

<PAGE>


                             CRYOPAK INDUSTRIES INC.


                        Consolidated Financial Statements
                            Year Ended March 31, 2000
                        and Independent Auditors' Report


<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Shareholders
Cryopak Industries Inc.

We have audited the consolidated balance sheets of Cryopak Industries Inc. as at
March 31, 2000 and 1999 and the consolidated  statements of loss and deficit and
cash flow for each of the years in the three year period  ended March 31,  2000.
These consolidated  financial statements are the responsibility of the company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in 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  financial
statements.

In our opinion,  these consolidated  financial statements present fairly, in all
material  respects,  the financial  position of the company as at March 31, 2000
and 1999 and the  results of its  operations  and its cash flows for each of the
years  in the  three  year  period  ended  March  31,  2000 in  accordance  with
accounting  principles  generally accepted in Canada. As required by the Company
Act (British  Columbia),  we report that, in our opinion,  these principles have
been applied on a consistent basis.

/s/ Hay & Watson
----------------
Chartered Accountants

Vancouver, BC
June 9, 2000


              COMMENTS BY INDEPENDENT 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 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 financial statements. Our report to the shareholders dated June 9,
2000 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 financial statements.

/s/ Hay & Watson
----------------
Chartered Accountants

Vancouver, BC
June 9, 2000

<PAGE>

CRYOPAK INDUSTRIES INC.
Consolidated Balance Sheets
March 31
(Stated in Canadian Dollars)

<TABLE>
<CAPTION>
                                                                       2000               1999
                                                                       ----               ----
<S>                                                                    <C>                <C>
ASSETS
Current
  Cash                                                                 $    1,361,876     $       640,299
  Accounts receivable, net of allowance for uncollectible
    accounts of $56,416 (1999 - $74,684)                                      384,556             332,467
  Inventory (Note 3)                                                          169,044              20,608
  Prepaid expenses                                                             20,882              14,075
  Due from employees                                                           24,000              24,448
                                                                            1,960,358           1,031,897
Term deposit - Restricted (Note 5)                                            132,074             125,649
Investments (Note 6)                                                               75                  75
Capital Assets (Note7)                                                        407,255             429,652
Advances to Related Company (Note 8)                                          193,656              77,184
Intangibles (Note 9)                                                          314,921             372,243
                                                                       $    3,008,339      $    2,036,700
LIABILITIES
Current
  Accounts payable and accrued liabilities                             $      556,372      $      276,966
  Current portion of capital lease obligation                                 109,782              84,544
                                                                              666,154             361,510
Convertible loan (Note 10)                                                  1,051,412                   -
Capital lease obligation (Note 11)                                            156,320             249,057
Deferred income taxes                                                               -              20,467
                                                                            1,873,886             631,034
COMMITMENTS (Notes 14 & 12(d))

SHAREHOLDERS' EQUITY
Share Capital (Note 12)
  Issued and outstanding
    Common shares                                                          10,400,237           9,682,451
    Class A preferred shares, Series I                                        530,000             530,000
Equity component of convertible loan (Note 10)                                403,588                   -
Deficit                                                                  (10,199,372)       (  8,806,785)
                                                                            1,134,453           1,405,666
                                                                       $    3,008,339      $    2,036,700
</TABLE>


APPROVED BY THE BOARD:

/s/ R. Leigh Jeffs
------------------
Director

/s/ Douglas R. Reid
-------------------
Director

<PAGE>


CRYOPAK INDUSTRIES INC.
Consolidated Statements of Loss and Deficit
Year Ended March 31
(Stated in Canadian Dollars)

<TABLE>
<CAPTION>

                                                              2000                 1999              1998
                                                              ----                 ----              ----
<S>                                                           <C>                  <C>               <C>
Sales                                                         $     1,592,901      $   1,295,159     $   1,161,442
Cost of goods sold                                                    755,312            746,285           763,018
Gross profit                                                          837,589            548,874           398,424
Operating expenses (Schedule 1)                                     2,194,683          1,448,456         1,023,556
Operating loss                                                     (1,357,094)          (899,582)         (625,132)
Other (Income) Expenses
  Filing, listing and transfer agent fees                              23,678             25,289            20,321
  Other income                                                        (31,318)           (12,803)           (6,900)
                                                                        7,640            (12,486)          (13,421)
Loss before income taxes                                           (1,349,454)          (912,068)         (638,553)
Income tax recovery                                                    20,467
Net loss for the year                                              (1,328,987)          (912,068)         (638,553)
Dividends paid on Class A Preferred Shares                            (63,600)           (63,600)          (47,970)
Net loss for the year attributable to common
   shareholders                                                    (1,392,587)          (975,668)         (686,523)
Deficit, beginning of year                                         (8,806,785)        (7,831,117)       (7,144,594)
Deficit, end of year                                          $   (10,199,372)     $  (8,806,785)    $  (7,831,117)



Loss per share                                                $          0.08      $        0.07     $        0.05
Weighted average common shares outstanding                         18,077,873         14,937,561        12,597,083

</TABLE>

<PAGE>


CRYOPAK INDUSTRIES INC.
Consolidated Statements of Cash Flow
Year Ended March 31
(Stated in Canadian Dollars)

<TABLE>
<CAPTION>

                                                                  2000              1999              1998
                                                                  ----              ----              ----
<S>                                                               <C>               <C>               <C>
Operating Activities
    Cash received from customers                                  $   1,552,436     $   1,119,182     $  1,064,372
    Cash received from employees                                            448             7,669            8,001
    Interest paid                                                       (42,550)          (80,658)         (17,896)
    Interest received                                                    16,896            12,828            6,900
    Payments to suppliers and employees                              (2,618,371)       (2,187,028)      (1,501,429)
    Payments for filing fees                                            (23,678)          (25,289)         (20,321)
  Cash used in operating activities                                  (1,114,819)       (1,153,296)        (460,373)

Financing Activities
    Issue of shares for cash                                            654,186         2,291,633          243,920
    Share issue costs                                                         -           (35,100)               -
    Shares returned to treasury                                               -                 -           (8,000)
    (Repayment of) proceeds from note payable and capital
      lease obligation                                                  (67,499)         (416,588)         718,313
    Proceeds from convertible loan                                    1,455,000                 -
    Bank overdraft                                                                                            (834)
  Cash provided by financing activities                               2,041,687         1,839,945          953,399

Investing Activities
    Acquisition of capital assets                                       (82,394)          (44,773)        (387,227)
    Advances to(from) related company                                  (116,472)            1,046           17,227
    Term deposit - restricted                                            (6,425)           (6,040)        (119,609)
  Cash used in investing activities                                    (205,291)          (49,767)        (489,609)

Increase in Cash                                                        721,577           636,882            3,417
Cash, Beginning of Year                                                 640,299             3,417                -
Cash, End of Year                                                 $   1,361,876     $     640,299     $      3,417

</TABLE>


<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
March 31, 2000 and 1999
(Stated in Canadian Dollars)


1.   GOING-CONCERN

     These  financial  statements  are  prepared  on  the  basis  of  accounting
     principles  applicable to a going  concern,  which assumes the Company will
     continue in operation for the foreseeable future and be able to realize its
     assets and  satisfy  liabilities  in the  normal  course of  business.  The
     ability  of the  Company  to  continue  as a  going  concern  is  primarily
     dependent upon its ability to continue to obtain the financing necessary to
     continue operations and, ultimately,  profitable operations.  Management is
     of the opinion  sufficient working capital will be obtained from injections
     of  capital  and from  operations  to meet the  Company's  liabilities  and
     commitments as they become due.

     These consolidated  financial  statements do not give effect to adjustments
     that would be  necessary  should the  Company  not be able to continue as a
     going concern and therefore be required to realize its assets and liquidate
     its  liabilities in other than the normal course of business and at amounts
     different from those recorded in these consolidated financial statements.


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Cryopak  Industries Inc. (the  "Company"),  incorporated  under the laws of
     British  Columbia,  is in the  business  of the  manufacturing  and sale of
     thermal  packaging  solutions.  The Company produces a patented,  flexible,
     re-usable refrigerant product.

     The Company prepares its accounts in accordance with accounting  principles
     generally  accepted in Canada.  A  reconciliation  of amounts  presented in
     accordance with United States accounting principles is detailed in Note 20.

     The following is a summary of significant  accounting  policies used in the
     preparation of these consolidated financial statements:

     Basis of Consolidation
     ----------------------

     These consolidated financial statements include the accounts of the Company
     and its wholly-owned subsidiaries, Cryopak (International) Inc. (inactive),
     a Barbados  corporation,  Cryopak (Canada) Corporation and its wholly-owned
     subsidiary Cryopak Corporation, a Nevada corporation.

     Use of Estimates
     ----------------

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported  amount of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amount of revenues  and  expenses
     during  the  reporting  period.  Significant  areas  requiring  the  use of
     management   estimates  relate  to  the   determination  or  impairment  of
     intangible assets (deferred costs, goodwill and patent license).  Financial
     results as determined by actual events could differ from those estimates.

<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
March 31, 2000 and 1999
(Stated in Canadian Dollars)


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

     Inventories
     -----------

     Inventories are valued at the lower of cost or net realizable  value.  Cost
     is determined by the first-in first-out (FIFO) method of valuation.

     Amortization
     ------------

     Capital  assets  are  recorded  at  cost  less  accumulated   amortization.
     Amortization  has been  provided  over the  estimated  useful  lives of the
     assets using the following methods:

<TABLE>
<CAPTION>

<S>                                                    <C>
Computer Hardware                                      3 years straight-line
Computer Software                                      2 years straight-line
Furniture & Fixture, Office Equipment                  5 years straight-line
Machinery                                              5 years straight-line
Motor Vehicle                                          30% declining balance

</TABLE>

     Patent Licence
     --------------

     The patent licence is recorded at cost and is amortized on a  straight-line
     basis over seventeen years.

     Deferred Development Costs
     --------------------------

     The deferred  development costs are recorded at cost and are amortized on a
     straight-line basis over ten years.

     Foreign Currency Translation
     ----------------------------

     Monetary  items  denominated  in foreign  currencies  are  translated  into
     Canadian  dollars using exchange rates in effect at the balance sheet date.
     All other assets and  liabilities  are translated at rates  prevailing when
     the asset was acquired or  liabilities  incurred.  Income and expense items
     are  translated  at  the  exchange  rates  in  effect  on the  date  of the
     transaction.  Resulting  exchange  gains and  losses  are  included  in the
     determination of loss for the year.

     Goodwill
     --------

     The excess of cost of the  purchase of a  subsidiary  company over the fair
     value  of  assets  acquired  (disclosed  in  these  consolidated  financial
     statements  as  goodwill)  is  amortized  on  a  straight-line  basis  over
     seventeen years.

     Income Taxes
     ------------

     The Company uses the deferral method of income tax allocation in accounting
     for income taxes.

     Financial Instruments
     ---------------------

     The fair values of the financial  instruments  approximate  their  carrying
     value except as otherwise disclosed in the financial statements.

<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
March 31, 2000 and 1999
(Stated in Canadian Dollars)


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

     Revenue Recognition
     -------------------

     Sales are recognized upon shipment of products.

     Stock Based Compensation
     ------------------------

     The Company  grants  stock  options to executive  officers  and  directors,
     employees and  consultants  pursuant to a stock option plan as described in
     Note 12. No  compensation is recognized for this plan when common shares or
     stock options are issued.  Any consideration  received on exercise of stock
     options or the purchase of stock is credited to share capital.

     Loss Per Common Share
     ---------------------

     Loss per common share has been calculated using the weighted average number
     of common  shares  outstanding  during the period.  Fully  diluted loss per
     share has not been  presented as the  outstanding  options and warrants are
     anti-dilutive.


3.   INVENTORIES

<TABLE>
<CAPTION>
                                                    2000                     1999
                                                    ----                     ----
<S>                                                 <C>                      <C>
Raw material                                        $         22,509         $        5,348
Finished goods                                               146,535                 15,260
                                                     $       169,044         $       20,608

</TABLE>

4.   SHARE PURCHASE LOAN

     During  the  year  the  Company  provided  a  loan  to the  President  of a
     subsidiary  company for the purpose of purchasing  Company shares. The loan
     is part of a compensation arrangement and is non-interest bearing. The loan
     is  forgiveable  when the  President  sells the shares he  purchased or six
     months after his termination.  The loan has been recorded as a reduction of
     share capital (Note 12(a)).


5.   TERM DEPOSIT - Restricted

     The term deposit  plus  interest  earned,  is held by a bank as security on
     lease financing for a machine  acquired in 1998. The deposit bears interest
     at 5.6% per annum and matures March 23, 2001 (Note 11).


6.   INVESTMENTS

<TABLE>
<CAPTION>
                                                                       2000                1999
                                                                       ----                ----
<S>                                                                    <C>                 <C>
Marketable securities - market value $375 (1999 - $75 )                $              75   $            75

</TABLE>


<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
March 31, 2000 and 1999
(Stated in Canadian Dollars)


7.   CAPITAL ASSETS

<TABLE>
<CAPTION>
                                                              2000
                                                              Accumulated          Net Book Value
                                              Cost            Amortization         Value
                                              ----            ------------         -----
<S>                                           <C>             <C>                  <C>
Artwork                                       $    25,342     $                -   $    25,342
Computer Hardware                                  47,773             28,208            19,565
Computer Software                                   3,872              1,391             2,480
Furniture and Fixtures                              6,747              4,640             2,107
Motor Vehicle under Capital Lease                  40,594             32,310             8,285
Machinery under Capital Lease                     431,176            122,973           308,203
Machinery                                          33,927              7,081            26,846
Office Equipment                                   17,299              2,872            14,427

                                              $   606,730     $      199,475       $   407,255
</TABLE>

<TABLE>
<CAPTION>
                                                               1999
                                                               Accumulated         Net Book
                                                 Cost          Amortization        Value
                                                 ----          ------------        -----
<S>                                              <C>           <C>                 <C>
Artwork                                          $    25,342   $              -    $    25,342
Computer Hardware                                     36,698             27,478          9,220
Computer Software                                      2,215              1,084          1,131
Furniture and Fixtures                                59,696             56,907          2,789
Motor Vehicle under Capital Lease                     40,594             28,759         11,835
Machinery under Capital Lease                        399,279             39,928        359,351
Machinery                                             18,445              1,844         16,601
Office Equipment                                       4,113                730          3,383

                                                  $  586,382       $    156,730     $  429,652
</TABLE>


8.   ADVANCES TO RELATED COMPANY

<TABLE>
<CAPTION>
                                                         2000                1999               1998
                                                         ----                ----               ----
<S>                                                      <C>                 <C>                <C>
Interest bearing advances
  Balance, beginning of year                             $     48,868        $     70,572       $      90,668
  Interest charge for the year                                  2,965               4,696               6,304
  Payments received                                           (26,400)            (26,400)            (26,400)
Balance, end of year                                           25,433              48,868              70,572

Non-interest bearing advances
  Balance, beginning of year                                   28,316               7,658                   -
  Advances on royalties                                       139,907              20,658               7,658
Balance, end of year                                          168,223              28,316               7,658

Total                                                    $    193,656        $     77,184       $      78,230

</TABLE>


<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
March 31, 2000 and 1999
(Stated in Canadian Dollars)


8.   ADVANCES TO RELATED COMPANY (Cont'd)

     The related company, N.C.K. Holdings Inc., is owned by two directors of the
     Company.  The advances are unsecured with a portion bearing  interest at 8%
     per annum,  repayable in monthly  installments of $2,200.  The non-interest
     bearing advances do not have any repayment terms and represent  advances on
     royalty  payments which were  anticipated to be due in the year.  Royalties
     due and paid in the year amounted to $33,552 (1999 - $26,261).


9.   INTANGIBLES

<TABLE>
<CAPTION>
                                                             2000                               1999
                                                             Accumulated          Net Book      Net Book
                                                Cost         Amortization         Value         Value
                                                ----         ------------         -----         -----
<S>                                             <C>          <C>                  <C>           <C>
Incorporation Cost                              $      3,111 $               -    $      3,111  $       3,111
Deferred Development Costs                           114,017           110,312           3,705         18,528
Patent Licence                                       566,323           324,811         241,512        274,826
Goodwill                                             156,155            89,562          66,593         75,778

                                                $    839,606 $         524,685    $    314,921    $   372,243

</TABLE>

10.  CONVERTIBLE LOAN

     The  loan  is a  partial  advance  of  an  unsecured  convertible  loan  of
     $3,637,500  the balance of which was advanced  subsequent  to the year end.
     The loan bears interest at a rate of 10% per annum,  maturing  February 24,
     2003.

     The principal of the loan is  convertible  into units (one common share and
     one half share purchase warrant) at the rate of $1.25 per unit in the first
     year;  $2.00  per unit in the  second  year and $3.00 per unit in the third
     year,  with the provision  that no more than one third of the principal may
     be converted during each of the periods.

     Since the  provisions  of the loan  provide for the holders to convert into
     units,  the loan is  presented  with  shareholders  equity  net of the debt
     component.

     The Company has  calculated  the debt component as the present value of the
     required interest payments  discounted at a rate approximating the interest
     rate that would have been  applicable to  non-convertible  debt at the time
     the loan was received.


<TABLE>
<CAPTION>

<S>                                                      <C>
Debt component                                           $  1,051,412
Equity component                                              403,588

Total                                                    $  1,455,000

</TABLE>

<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
March 31, 2000 and 1999
(Stated in Canadian Dollars)


11.  CAPITAL LEASE OBLIGATIONS

<TABLE>
<CAPTION>
                                                                                        2000             1999
                                                                                        ----             ----
<S>                                                                                     <C>              <C>
Capital lease obligation with interest at 10.25%, maturing May 1, 2001                  $     10,094     $     17,990
Capital lease obligation with interest at 10.6%, maturing July 20, 2002 (Note 5)
                                                                                             222,612          302,689
Capital lease obligation with interest at 17%, maturing Oct. 20, 2001                          8,551           12,922
Capital lease obligation with interest at 16%, maturing Aug. 1, 2002                          17,524                -
Capital lease obligation with interest at 20%, maturing Sept. 1, 2002                          7,321                -
                                                                                             266,102          333,601
Less:  current portion                                                                       109,782           84,544
                                                                                        $    156,320    $     249,057

</TABLE>

     The future minimum lease payments required to maturity are as follows:

<TABLE>
<CAPTION>

<S>                                    <C>
2001                                   $       135,338
2002                                           126,007
2003                                            41,369

</TABLE>

     Included in these amounts is imputed interest of $36,612.


12.  SHARE CAPITAL

<TABLE>
<CAPTION>

Authorized
<S>                 <C>
100,000,000         common shares without par value
100,000,000         Class A preferred shares without par value, of which 1,500 are designated Class A convertible voting preferred
                    shares, Series I

</TABLE>

     (a)  The following changes occurred in share capital:

           Common shares
           Issued and outstanding

<TABLE>
<CAPTION>
                                                                        2000
                                                                        Number of Shares  Amount
<S>                                                                     <C>               <C>
Balance, beginning of year                                              17,255,740        $  9,682,451
Issued during the year
For cash, pursuant to the exercise of stock options                        476,300             250,166
For cash, pursuant to the exercise of warrants                             544,608             297,020
For cash, pursuant to private placements                                   347,000             301,000
For payment of dividend on Class A preferred shares, Series I               82,667              63,600
                                                                         1,450,575             911,786

                                                                        18,706,315        $ 10,594,237
Deduct share purchase loan (Note 4)                                                           (194,000)

Balance, end of year                                                    18,706,315          10,400,237

</TABLE>


<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
March 31, 2000 and 1999
(Stated in Canadian Dollars)


12.  SHARE CAPITAL (Cont'd)

<TABLE>
<CAPTION>
                                                                        1999
                                                                        Number of Shares    Amount
                                                                        ----------------    ------
<S>                                                                     <C>                 <C>
Balance, beginning of year                                              12,815,064          $  7,362,318
Issued during the year
For cash, pursuant to the exercise of stock options                      1,173,700               581,633
For cash, pursuant to private placements                                 3,057,777             1,710,000
For finder's fee                                                            50,000                37,500
For payment of dividend on Class A preferred shares, Series I              159,199                63,600
Share issue costs                                                                -               (72,600)
                                                                         4,440,676             2,320,133

Balance, end of year                                                    17,255,740          $  9,682,451

</TABLE>

<TABLE>
<CAPTION>
                                                                        1998
                                                                        Number of Shares     Amount
                                                                        ----------------     ------
<S>                                                                     <C>                  <C>
Balance, beginning of year                                              12,245,156           $  7,078,428
Issued during the year
For cash, pursuant to the exercise of stock options                        243,000                118,920
For cash, pursuant to private placements                                   250,000                125,000
For payment of dividend on Class A preferred shares, Series I               96,908                 47,970
                                                                           589,908                291,890
Acquired during the year                                                  (20,000)                 (8,000)
Balance, end of year                                                    12,815,064           $  7,362,318

</TABLE>

<TABLE>
Class A preferred shares, Series I
Issued and outstanding
<CAPTION>
                                                                   2000
                                                                   Number of Shares              Amount
                                                                   ----------------              ------
<S>                                                                <C>                           <C>
Balance, beginning and end of year                                              530              $ 530,000

</TABLE>

<TABLE>
<CAPTION>
                                                                   1999
                                                                   Number of Shares              Amount
                                                                   ----------------              ------
<S>                                                                <C>                           <C>
Balance, beginning and end of year                                              530              $ 530,000

</TABLE>

<TABLE>
<CAPTION>
                                                                   1998
                                                                   Number of Shares              Amount
                                                                   ----------------              ------
<S>                                                                <C>                           <C>
Balance, beginning and end of year                                 530                           $ 530,000

</TABLE>

     Each  Class A  preferred  share  Series  I is  voting  and  carries  a 12%,
     cumulative  dividend payable at $120 per share at the company's fiscal year
     end,  in  either  cash or  common  shares  at the  option  of the  Company.
     Dividends in arrears at March 31, 2000 amounted to $64,039.

     The Series I preferred  shares were  converted  into 557,894  common shares
     subsequent to year end at $0.95 each.

<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
March 31, 2000 and 1999
(Stated in Canadian Dollars)


12.  SHARE CAPITAL (Cont'd)

     Dividends Paid on Class A Preferred Shares

<TABLE>
<CAPTION>
                                        Number of Common
                                        Shares Issued                  Amount
                                        -------------                  ------
<S>                                     <C>                            <C>
1998                                           96,908                  $  47,970
1999                                          159,199                     63,600
2000                                           82,667                     63,600

</TABLE>

     The fair value of the shares issued as dividends was  determined  each year
     by reference to the average  trading  price of the common shares for twenty
     business days prior to the company's year end.

     (b)  Share Incentive Plan

     The  Company  has  established  a 1999  Share  Incentive  Plan,  subject to
     shareholder  approval,  whereby the Company may grant  options to officers,
     directors,  employees and consultants. The exercise price of the options is
     determined by the Board but generally  will be at least equal to the market
     price of the common  shares and the term may not exceed ten years.  Options
     granted are also subject to certain vesting provisions.

     Stock  option  transactions  for the  respective  periods and the number of
     share options outstanding are summarized as follows:

<TABLE>
<CAPTION>
                                                           Number of Optioned         Weighted Average
                                                           Common Shares              Exercise Price
                                                           -------------              --------------
<S>                                                        <C>                        <C>
Balance, March 31, 1998                                           1,030,000                   $  0.50
Options granted                                                   2,718,000                      0.66
Options exercised                                                (1,173,700)                     0.55
Options cancelled                                                  (240,000)                     0.50

Balance, March 31, 1999                                           2,334,300                      0.69

Options granted                                                   1,362,000                      0.67
Options exercised                                                  (476,300)                     0.53
Options cancelled                                                   (40,000)                     0.82
Options expired                                                     (75,000)                     0.52

Balance, March 31, 2000                                           3,105,000                      0.71

</TABLE>

<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
March 31, 2000 and 1999
(Stated in Canadian Dollars)


12.  SHARE CAPITAL (Cont'd)

     In addition to the following stock options outstanding as at March 31, 2000
     there are 480,800 common shares reserved for future allocation:

<TABLE>
<CAPTION>
No. of Shares              Exercise Price Expiry Date
-------------              --------------------------
<S>                        <C>
  100,000                  $   0.40 June 26, 2000
  390,000                      0.82 August 17, 2000
  343,000                      0.64 January 7, 2001
  160,000                      0.82 February 11, 2001
  290,000                      0.86 April 21, 2001
  250,000                      0.75 September 3, 2001
   40,000                      0.75 September 3, 2003
  750,000                      0.76 March 19, 2004
  732,000                      0.57 February 1, 2005
   50,000                      0.65 February 1, 2005
3,105,000

</TABLE>


     (c)  On  March  31,  2000,  the  following  share  purchase  warrants  were
          outstanding:

<TABLE>
<CAPTION>
No. of Warrants              Exercise Price Expiry Date
---------------              --------------------------
<S>                          <C>
225,000                     $  0.46 May 13, 2000
135,000                        0.46 May 29, 2000
265,000                        0.46 June 3, 2000
125,000                        0.46 June 17, 2000
 72,000                        1.00 April 23, 2001
150,000                        1.15 June 21, 2001
972,000

</TABLE>


     Share  purchase  warrant  transactions  for the  respective  years  were as
     follows:

<TABLE>
<CAPTION>
                                                                                  No. of Warrants
                                                                                  ---------------
<S>                                                                               <C>
Balance, March 31, 1997                                                                         -
Issued pursuant to a private placement of common shares
   exercisable at $0.60 per share                                                         250,000
Balance, March 31, 1998                                                                   250,000

Issued pursuant to a loan guarantee exercisable at $0.40 - $0.46 per share                119,608
Issued pursuant to a private placement of common shares
   exercisable at $0.40 - $0.46 per share                                               1,000,000
Balance, March 31, 1999                                                                 1,369,608

Issued pursuant to a private placement of common shares exercisable at
   $1.15 per share                                                                        150,000
Issued pursuant to an employment contract exercisable at $0.776 per share                 125,000
Issued pursuant to a private placement of common shares exercisable at
   $1.00 per share                                                                         72,000
Warrants exercised during the year at $0.46 per share                                    (369,608)
Warrants exercised during the year at $0.60 per share                                     (50,000)
Warrants exercised during the year at $0.776 per share                                   (125,000)
Warrants expired during the year                                                         (200,000)
Balance, March 31, 2000                                                                   972,000

</TABLE>


<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
March 31, 2000 and 1999
(Stated in Canadian Dollars)


12.  SHARE CAPITAL (Cont'd)

     (d)  Commitment

          Pursuant to an agreement dated December 20, 1989 with N.C.K.  Holdings
          Inc.,  for the  acquisition  of a license for the use of patents,  the
          Company  issued  500,000  common  shares  at a  value  of  $0.30  each
          ($150,000).  The Company is further  obligated  under the terms of the
          agreement to issue an  additional  3,000,000  common shares based upon
          certain cumulative cash flow of its subsidiary, Cryopak Canada and its
          subsidiary.

          To date, the cash flow criteria of the agreement has not been attained
          and therefore no additional shares have been issued.  The license will
          expire in 2025 at which  time the  obligation  to issue  any  unissued
          additional shares will cease.

13.  INCOME TAXES

     The Company has non-capital losses available for utilization against future
     years' taxable incomes which, if unused, will expire as follows:

<TABLE>
<CAPTION>
<S>                                                     <C>
2001                                                      350,000
2002                                                      475,000
2003                                                      745,844
2004                                                      670,856
2005                                                      529,806
2006                                                      837,837
2007                                                    1,193,487

</TABLE>


     The  potential  income tax benefits  relating to these losses have not been
     recognized in the accounts as their realization is not reasonably assured.

14.  LEASES

     The minimum  annual rental  commitments  for operating  leases in effect at
     March 31, 2000 are as follows:

<TABLE>
<CAPTION>
<S>                                                        <C>
2001                                                       58,247
2002                                                       43,708
2003                                                       38,753
2004                                                       13,062

</TABLE>

15.  RELATED PARTY TRANSACTIONS

     Related party  transactions not otherwise  disclosed in these  consolidated
     financial statements are as follows:

     Professional  fees include $12,000 paid to a company owned by a director of
     the Company.

     As of March 31, 2000,  accounts  receivable  include $3,278 (1999:  $3,278)
     receivable  from  Fulcrum  Developments  Ltd.,  a  company  related  by two
     directors in common.

<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
March 31, 2000 and 1999
(Stated in Canadian Dollars)


16.  CASH FLOW STATEMENT AND COMPARATIVE FIGURES

     Certain of the comparative  figures have been  reclassified to conform with
     the  presentation  adopted in the current year. In addition the Company has
     adopted the new  recommendations  of the  Canadian  Institute  of Chartered
     Accountants  for cash flow  statements  and has  restated  the  comparative
     periods to conform to this revised standard.


17.  SUBSEQUENT EVENTS

     Subsequent to the year end the Company;

     (a)  Issued 295,000  common shares for gross proceeds of $135,700  pursuant
          to the  exercise of 295,000  warrants  at a price of $0.46  each.  The
          balance of 455,000 warrants at an exercise price of $0.46 expired.

     (b)  Issued 50,000 common shares for gross proceeds of $28,500  pursuant to
          the exercise of stock options.

     (c)  The balance of the  convertible  loan in the amount of $2,182,500  was
          advanced subsequent to year end. Note 10.

     (d)  Issued  557,894  common  shares for  conversion  of  530,000  Series I
          preferred shares at a deemed price of $0.95 each.


18.  MAJOR CUSTOMER

     Revenues  from  one  customer  represent  approximately  $267,000  (1999  -
     $320,000) of the Company's total revenues.


19.  GEOGRAPHIC INFORMATION

     Customer revenues by destination were:

<TABLE>
<CAPTION>
                                               2000                 1999               1998
                                               ----                 ----               ----
<S>                                            <C>                  <C>                <C>
Canada                                         $      168,065       $        31,625    $               -
United States                                       1,389,192             1,172,972              782,330
New Zealand                                            25,280                84,520              353,426
Other foreign countries                                10,364                 6,042               25,686

Total                                           $   1,592,901         $   1,295,159        $   1,161,442

</TABLE>

     All capital assets are in Canada.

<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
March 31, 2000 and 1999
(Stated in Canadian Dollars)


20.  GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE UNITED STATES

     The Company  prepares the consolidated  financial  statements in accordance
     with accounting  principles generally accepted in Canada ("Canadian GAAP").
     In addition the Company provides  supplementary  description of significant
     differences  between  Canadian  GAAP and those in the United  States ("U.S.
     GAAP") as follows:

     Under U.S. GAAP development costs are expensed as incurred.  Under Canadian
     GAAP  development  costs  subject  to certain  criteria  are  deferred  and
     amortized.

     The Company has elected to follow  Accounting  Principles Board Opinion No.
     25 "Accounting for Stock Issues to Employees" (APB25) in accounting for its
     stock  options.  Under APB25,  because the exercise  price of the Company's
     options for common  shares  granted to  employees is not less than the fair
     market value of the underlying  stock on the date of grant, no compensation
     expense has been recognized.

     Under U.S. GAAP, stock based compensation to non-employees must be recorded
     at the  fair  market  value  of the  options  and  warrants  granted.  This
     compensation,  determined using a Black-Scholes  pricing model, is expensed
     over the vesting periods of each option and warrant granted.

     The  impact of  significant  variations  to U.S.  GAAP on the  Consolidated
     Statements of Loss are as follows:

<TABLE>
<CAPTION>
                                                                          Year Ended March 31
                                                                  2000                 1999                 1998
                                                                  ----                 ----                 ----
<S>                                                               <C>                  <C>                  <C>
Loss for the year, Canadian GAAP                                  $   (1,328,987)      $     (912,068)      $     (638,553)
Amortization of deferred development costs                                14,822               14,822               14,822
Adjustment for stock based compensation -
   non employees                                                        (120,169)            (574,868)            (123,226)
Dividends paid on Class A Preferred Shares                               (63,600)             (63,600)             (47,970)

Loss for the year, U.S. GAAP                                          (1,497,934)          (1,535,714)            (794,927)

Loss per share, U.S. GAAP                                         $        (0.08)      $        (0.10)      $        (0.06)

</TABLE>

     Pro forma  information  regarding  net  income  and  earnings  per share is
     required by Statement of Financial  Accounting Standard No. 123 "Accounting
     for Stock  Based  Compensation"  (SFA123),  which  also  requires  that the
     information  be determined as if the Company has accounted for its employee
     stock options  granted in fiscal periods  beginning  subsequent to December
     1994  under the fair  value  method of that  statement.  The fair value for
     these  options was  estimated  at the date of grant  using a  Black-Scholes
     pricing model with the following weighted average assumptions for the years
     ended March 31, 2000, 1999 and 1998, respectively: risk free interest rates
     of 5.5%, 5.2% and 5.8%;  dividend yields of 0%;  volatility  factors of the
     expected market price of the Company's common stock of 1.57; and a weighted
     average expected life of the options of three, four and one years.

<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
March 31, 2000 and 1999
(Stated in Canadian Dollars)


20.  GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE UNITED STATES (Cont'd)

     The  Black-Scholes  options  valuation  model  was  developed  for  use  in
     estimating   the  fair  value  of  trade  options  which  have  no  vesting
     restrictions  and are fully  transferable.  In addition,  option  valuation
     models  require the input of highly  subjective  assumptions  including the
     expected stock price  volatility.  Because of the Company's  employee stock
     options have characteristics  significantly  different from those of traded
     options,  and  because  changes in the  subjective  input  assumptions  can
     materially  affect the fair value estimate,  in management's  opinion,  the
     existing models do not necessarily provide a reliable single measure of the
     fair value of its employee stock options.

     Supplemental disclosure of pro forma loss and loss per share is as follows:

<TABLE>
<CAPTION>
                                                                          Year ended March 31
                                                               2000                1999                 1998
                                                               ----                ----                 ----
<S>                                                            <C>                 <C>                  <C>
Pro forma loss, U.S. GAAP                                      $   (2,586,084)     $   (1,785,577)      $      (784,485)
Pro forma loss per share, U.S. GAAP                            $        (0.14)     $        (0.12)      $         (0.06)

</TABLE>

     The  impact of  significant  variations  to U.S.  GAAP on the  Consolidated
     Balance Sheets items are as follows:

<TABLE>
<CAPTION>
                                                                             Year Ended March 31
                                                                      2000                          1999
                                                                      ----                          ----
<S>                                                                   <C>                           <C>
Assets                                                                $       3,198,634             $      2,018,172
Share Capital                                                                10,714,406                   10,257,319
Deficit                                                                     (10,323,246)                  (9,400,181)

</TABLE>


<PAGE>

CRYOPAK INDUSTRIES INC.
Consolidated Schedules of Operating Expenses
Year Ended March 31
(Stated in Canadian Dollars)

<TABLE>
                                                                                                    Schedule 1
<CAPTION>
                                                            2000                 1999                1998
                                                            ----                 ----                ----
<S>                                                         <C>                  <C>                 <C>
Amortization                                                $       73,831       $      72,958       $     77,783
Bad debts                                                          (11,624)             53,529             29,125
Commissions                                                          2,098               4,144                520
Corporate printing, financial and public relations                 451,549             117,043             85,181
Foreign exchange                                                    24,436              20,640             10,876
Interest and bank charges                                            8,648              41,746             15,301
Interest on capital lease obligation                                33,902              38,912              2,595
Management fees                                                    349,500             220,000            220,000
Marketing                                                          264,501             201,347             57,944
Office supplies and stationery                                     102,399              80,250             68,798
Professional fees                                                  227,339              98,867             56,291
Rent                                                                61,330              53,915             52,861
Repair and maintenance                                              37,391                   -                  -
Royalties                                                           60,035              53,328             51,258
Salaries and benefits                                              181,959             151,146            126,769
Storage                                                              4,581               4,507             10,459
Telephone                                                           41,109              37,790             41,994
Travel and entertainment                                           252,859             180,770             97,769
Vehicle                                                             28,840              17,564             18,032

                                                            $    2,194,683       $   1,448,456       $  1,023,556

</TABLE>


<PAGE>

CRYOPAK INDUSTRIES INC.
Consolidated Schedule of Allowance for Uncollectible Accounts
Year Ended March 31
(Stated in Canadian Dollars)

<TABLE>
                                                                                                     Schedule 2
<CAPTION>

<S>                                                                                  <C>
Balance, March 31, 1997                                                              $      24,910
Accounts receivable written off during the year                                            (24,910)
Additional allowance provided                                                               21,155

Balance March 31, 1998                                                                      21,155
Additional allowance provided                                                               53,529

Balance, March 31, 1999                                                              $      74,684
Accounts received during the year                                                          (19,038)
Additional allowance provided                                                                  770

Balance, March 31, 2000                                                              $      56,416

</TABLE>


<PAGE>


Item 18. Financial Statements

The Registrant has chosen to file Financial Statements under Item 17 above.


Item 19. Financial Statements and Exhibits

                                  EXHIBIT INDEX

Exhibit 2.1                      Acquisition Agreement with Northland Custom
                                     Packaging Inc.
Exhibit 2.2                      Acquisition Agreement with Northland Ice Gel
Exhibit 2.3                      Financial Statements for Northland Custom
                                     Packaging Inc.
Exhibit 2.4                      Financial Statements for Northland Ice Gel

                                   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  registration  statement  annual
report to be signed on its behalf by the undersigned, thereunto duly authorized.


CRYOPAK INDUSTRIES INC.



/s/ Harry Bygdnes
-----------------
Harry Bygdnes, President



10/16/00
--------
Date