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

                                    FORM 20-F
(Mark One)

|_|  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, 2001

                                       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)

            1053 DERWENT WAY, DELTA, BRITISH COLUMBIA, CANADA V3M 5R4
            ---------------------------------------------------------
                    (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: 20,962,444 common at March 31, 2001.

     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


<PAGE>



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

Indicate by check mark 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")  develops,  manufactures and
markets quality  temperature  controlling  products such as the premium patented
Cryopak Flexible Ice Blanket,  flexible hot and cold  compresses,  gel packs and
instant hot and cold packs. Cryopak products are used during transport to ensure
critical  temperature   maintenance  for   pharmaceuticals,   airline  food  and
beverages,  seafood and other perishable items. The Company's  products are also
used for first aid, medical and  physiotherapy  treatments,  and, through retail
distribution, for daily all purpose chilling applications.  With almost 10 years
of experience in research and  development,  Cryopak also offers expert  testing
and consulting  services to help companies optimize their cold-chain  management
programs.

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 Ice Gel Inc. and Northland Custom
Packaging Inc., its principal  subcontractor for the manufacture of its product.
The Company now owns and controls its own manufacturing facility. In addition to
providing  the Company with its own  manufacturing  capacity,  this  acquisition
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. Prior to
September 14, 2000, Cryopak had 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 and 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 in 1998. On September 14,
2000,  Cryopak  Industries  Inc.  acquired  Northland Ice Gel Inc. and Northland
Custom  Packaging Inc. which were  incorporated on February 9, 1988 and February
3, 1993 respectively.

Since  acquiring  100%  control of Cryopak  (Canada)  Corporation  in 1990,  the
Company incurred ongoing expenses with the objective of:

     -    Continuing the development of the product through its ongoing research
          efforts.

     -    Identifying  and  pursuing  target  markets  for  its  cryopak(degree)
          product.


<PAGE>


     -    Improving   its   manufacturing   processes,    initially   with   its
          subcontracted  manufacturers  and since  acquisition  of the Northland
          companies, in its manufacturing facilities.

During that growth  period,  the Company  developed  the  knowledge  required to
assist its  customers  in  addressing  and solving  their cold chain  management
problems.

The  manufacturing  activities  were  contracted  to Sugar Food of Los  Angeles,
California  until April,  1999. At that time, the Company acquired the necessary
equipment to manufacture the product.  The Company  contracted  Northland Custom
Packaging Inc. to operate its equipment. The Company paid Northland a negotiated
rate based on production. On September 14, 2000, the Company acquired all of the
issued  and  outstanding  shares  of  Northland  Custom  Packaging  Inc.  and an
affiliated  company,  Northland  Ice Gel Inc.  This  brought  the  manufacturing
activities in house.

In February 2001, John Morgan was appointed President and CEO of the Company and
Douglas Reid was appointed the CFO of the Company.  Both Harry Bygdnes and Leigh
Jeffs,  the  founders  of  the  Company,  retired  from  active  service  in the
management  of the Company but  continue to serve on the board.  Mr.  Bygdnes is
currently the Chairman of the Company.

Cryopak(degree)  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 have been accepted by the U.S.D.A.  for use with food products,
including  fish,  meat and  poultry.  The Company  markets  its  cryopak(degree)
product to the  pharmaceutical,  airline and seafood shipping industries and has
begun  to  investigate  marketing  the  product  to the  sports  and  healthcare
industry.  The  Company  also  manufactures  flexible  gel  packs,  hot and cold
compresses, instant hot and cold packs, and offers custom packaging services. In
addition,   Cryopak  provides  customers  consulting  services  in  the  design,
development  and  implementation  of  thermal  packing  solutions  to meet their
specific needs.

All of the  Company's  sales are to third party  customers.  Sales to the United
States for the years 1999,  2000, and 2001, are 90%, 87%, and 74%  respectively.
International  sales are 7%,  2%,  and 1% for  1999,  2000,  and 2001,  with the
majority to one customer,  Nav Station off New Zealand.  Sales within Canada are
3%, 11%, and 25% for 1999, 2000, and 2001.

Three customers accounted for approximately 71%, 63%, and 47% of total sales for
the financial  years 1999,  2000, and 2001. They are Dura*Kold  Corp.,  Polyfoam
Packers, and Wyeth-Ayerst Labs for 1999 and 2000 and World Kitchen,  SunBeam and
Wyeth-Ayerst Labs for 2001.

There is no new product or service being offered.

The Company carries on research and  development  activities on an ongoing basis
to meet the needs of its  customers  and to meet  perceived  needs in the market
place. As the cost of these activities has not been material, the activities are
not  separately  accounted  for. The Company is  increasing  its  investment  in
research  and  product   development   activities  with  a  view  to  developing
complementary  products and  increasing the  effectiveness  of its existing cold
chain product line.

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.


<PAGE>



Because the Company's testing in the airline industry had shown that food stored
using its  products  remain  below this  level,  the  Company  expects  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. Cryopak(TM) has been
U.S.D.A.  approved and  Agriculture  Canada accepted for use with food products,
including fish, meat and poultry.

The Company's  cryopak(degree)  product has been registered with the U.S. Patent
and  Trademark  Office as a "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  have
been  assigned  to  the  Company  by D.  Lindley  Henry,  the  inventor  of  the
cryopak(degree) product. Mr. Henry currently provides consulting services to 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" and the symbol "k(degree)" 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 four 100% wholly-owned subsidiaries at March 31, 2001:

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 to March  2001,  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.

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.  At the present time, it conducts all manufacturing for the Company.

Northland Custom Packaging Inc. - was incorporated on February 3, 1993 under the
laws of the province of British  Columbia.  From 1998 until the acquisition,  it
has carried out the  manufacturing  activities  of Cryopak  under the control of
Cryopak.  Its business is the  provision of custom  packaging  services.  It has
ceased to carry on activities and is currently inactive.

The acquisition of the Northland  companies was approved by the Canadian Venture
Stock Exchange and was concluded on the following terms:

     -    A purchase price of Cdn$2.2 million,  in addition to 666,667 shares of
          Cryopak Industries Inc.

     -    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 released  (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.

<PAGE>

Begun as a family business in 1989 with four employees, Northland at the time of
acquisition  had 30 full-time  employees and markets  across the United  States,
Canada and around the world.

Item 2. Description of Property

Cryopak's  principal  executive  offices are located at 1053 Derwent Way, Delta,
British Columbia,  Canada V3M 5R4. Cryopak leases office and warehouse space for
its corporate  headquarters and production  facility totaling 26,000 square feet
at a rate of Cdn$132,230  per year until July 31, 2002 and  Cdn$137,693 per year
thereafter.  The current  lease  expires on January 31,  2005.  The Company also
leases an office in downtown Vancouver where its investor  relations  activities
are  conducted.  That lease will  expire on June 30, 2002 and the Company has no
plans to renew that lease. The Company's investor  relations  activities will be
relocated at that time.

Item 3. Legal Proceedings

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

The Company  has  initiated a lawsuit  against a former  employee  for breach of
fiduciary   responsibility.   The  Company  is  seeking   damages  of  $200,000.
Additionally,  the  Company  has  initiated  "patent  infringement"  proceedings
against a competitor. Both cases are in the early stages of discovery.

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, 2001, 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.

<TABLE>
<CAPTION>
Title of Class            Identity of Person or Group                          Amount Owned    Percent of Class
--------------            ---------------------------                          ------------    ----------------
<S>                       <C>                                                  <C>             <C>
Common Shares             Discovery Capital Corp.                                 1,422,538                6.8%
Common Shares             Cryopak Industries (VCC) Inc.                           1,448,597                6.9%
Common Shares             Directors /Officers                                     1,628,974                7.8%
John Morgan               President, CEO & Director                                 284,000               1.35%
John McEwen               Director                                                  156,723               0.74%
Douglas R. Reid           CFO & Director                                              7,250               0.03%
Harry Bygdnes             Chairman of the Board                                     810,951               3.86%
Leigh Jeffs               Director                                                  368,950               1.76%
Harley Sinclair           Secretary                                                   1,100              0.005%

</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 NASDAQ OTCBB.  Non-Canadian  investors are also able
to trade the Company's stock on the Canadian Venture


<PAGE>


Exchange. As at March 31, 2001, 357 American  shareholders  comprising of 29% 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 2001                                                  $ 0.67                 $ 0.40
January - March 2001                                                 0.88                   0.36
October - December 2000                                              0.52                   0.30
July - September 2000                                                0.65                   0.46
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

</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 a  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.

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 a 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


<PAGE>


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 Item 8. Selected Financial Data

<TABLE>
<CAPTION>
                               Year Ended         Year Ended          Year Ended         Year Ended         Year Ended
                             March 31, 2001     March 31, 2000      March 31, 1999     March 31, 1998     March 31, 1997
                             --------------     --------------      --------------     --------------     --------------
<S>                          <C>                <C>                 <C>                <C>                <C>
Net sales                        $  5,322,079        $  1,592,901       $  1,295,159       $  1,161,442        $  1,140,242

Income (loss) from
  continuing operations           (1,266,796)         (1,349,454)       (   912,068)       (   638,553)        (   675,133)

Income (loss) from
  continuing operations
  per common share             (        0.06)     (         0.07)    (         0.06)    (         0.05)     (         0.06)

Total assets                        6,320,884           3,008,339          2,036,700          1,364,297             892,598

Long-term obligations and redeemable preferred stock:

     Capital leases                   421,456             156,320            249,057            320,015                   -

     Long-term debt                 2,628,530           1,051,412                  -                  -                   -

     Redeemable                             -                   -                  -                  -                   -
        preferred stock

Cash dividends
  declared per                            N/A                 N/A                N/A                N/A                 N/A
  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:

     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 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
                                                              2001               2000              1999
                                                              ----               ----              ----
<S>                                                           <C>                <C>               <C>
Loss for the year, Canadian GAAP                              $(  1,266,796)     $(  1,328,987)    $(    912,068)
Amortization of deferred development costs                            3,706             14,822            14,822
Adjustment for stock based compensation -
   non employees                                              (      18,165)      (    120,169)     (    574,868)
Dividends paid on Class A Preferred Shares                    (      63,600)      (     63,600)     (     63,600)

Loss for the year, U.S. GAAP                                   (  1,344,855)      (  1,497,934)      ( 1,535,714)
Loss per share, U.S. GAAP                                     $(       0.06)     $(       0.08)    $ (      0.10)

</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>
                                                                           Year ended March 31
                                                              2001              2000               1999
                                                              ----              ----               ----
<S>                                                           <C>               <C>                <C>
Pro forma loss, U.S. GAAP                                     $(  1,445,183)    $(  2,586,084)     $(  1,785,577)
Pro forma loss per share, U.S. GAAP                           $(       0.07)    $(       0.14)     $(       0.12)

</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
                                                                 2001                2000
                                                                 ----                ----
<S>                                                              <C>                <C>
Assets                                                           $     6,514,884    $     3,198,634
Share Capital                                                         12,063,829         10,714,406
Deficit                                                            ( 11,547,933)      ( 10,323,246)

</TABLE>

As of July 31, 2001,  the exchange rate between the United States and Canada was
US$1.00 per Cdn$1.5325.  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, 2001                              $ 1.5763            $ 1.5039            $ 1.4497             $ 1.5774
March 31, 2000                              $ 1.4494            $ 1.4743            $ 1.4378             $ 1.5175
March 31, 1999                              $ 1.5092            $ 1.5033            $ 1.4173             $ 1.5765
March 31, 1998                              $ 1.4166            $ 1.4023            $ 1.3669             $ 1.4639
March 31, 1997                              $ 1.3843            $ 1.3609            $ 1.3306             $ 1.3843

</TABLE>

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  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.

Liquidity and Capital Resources
-------------------------------

Historically  the Company  has relied  upon its ability to raise  capital in the
equity  markets to finance its operating and capital  requirements.  In 2000 and
2001,  the Company  raised funds through the issuance of  convertible  debt, the
particulars  of which are described in Note 10 of the financial  statements  for
the year ended March 31, 2001.

<PAGE>

The following  table  summarizes  the sources of capital and its use thereof for
the 1999, 2000 and 2001 fiscal years.

<TABLE>
<CAPTION>

Sources of Capital                      June 30, 2001      March 31, 2001     March 31, 2000      March 31, 1999
------------------                      -------------      --------------     --------------      --------------
<S>                                     <C>                <C>                <C>                 <C>
Issue of shares                         $              -   $         216,160  $         654,186   $              -
Proceeds from convertible loan                         -           2,182,500          1,455,000          2,256,533
Proceeds/(Repayment) of notes/                         -
capital lease obligation                                             192,817            (67,499)          (416,588)
Operations                                       321,905                   -                  -                  -
Cash from financing                     $        321,905   $       2,591,477  $       2,041,687   $      1,839,945

The cash raised was applied to:

Operations                              $              -   $       1,006,819  $       1,114,819   $      1,153,296
Acquisition of subsidiaries                            -           2,480,242                  -                  -
Acquisition of capital assets                     38,073             320,467             82,394             44,773
Other repayments                                  69,913             235,994            122,897              4,194
                                                 107,986           4,043,522          1,320,110          1,202,263
Increase/(Decrease) in cash             $        213,919   $     ( 1,452,045) $         721,577   $        637,682

</TABLE>

In the  quarter  ended  June  30,  2001,  the  Company  derived  all of its cash
requirement  from  operating  activities and  anticipates  that it will meet its
ongoing operating requirements from that source.

The Company will continue to rely upon the equity and capital markets to produce
financing  for  acquisitions  and  increases  in capacity  of its  manufacturing
facilities.  While the Company  continues to look for  opportunities  for growth
there are no commitments at the current time.

The  Company  has made  arrangements  for  revolving  lines of  credit  totaling
$632,000 of which $382,000 are currently available.  An additional $250,000 will
be available upon satisfactory completion of security arrangements.

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>
                                                2001                       2000                        1999
                                                ----                       ----                        ----
<S>                                     <C>     <C>               <C>       <C>               <C>      <C>
Sales                                   100%    $  5,322,079      100%      $  1,592,901      100%     $  1,295,159
Cost of sales                            57%       3,057,923       42%           676,921       57%          746,285
Gross profit                             43%       2,264,156       58%           915,980       43%          548,874
Selling & administrative costs           47%       2,517,933      131%         2,092,089      102%        1,320,129
Net loss                                 24%    $(1,266,796)       83%      $(1,328,987)       70%    $(   912,068)

</TABLE>


On September 14, 2000,  the Company  acquired the issued shares of the Northland
companies  comprised of Northland  Ice Gel Inc. and Northland  Custom  Packaging
Inc. The operations of those  companies  have been included in the  consolidated
financial  statements  of the Company from the date of  acquisition.  Sales have
been increasing steadily over the years,  showing increases of 234% in 2001, 23%
in 2000, and 11.5% in 1999. Of the total sales in fiscal 2001, $2,325,806 was by
Cryopak showing an increase of 46% over fiscal 2000.  Over the prior years,  the
Company had been seeking out markets  capable of producing  large sales  volumes
with high gross margins.

The Company's  cost of sales  increased to $3,057,923 or 57% of sales from 2001,
42% of sales in 2000,  and 57% in 1999. The increase in cost of sales is derived
from an increase in sales,  partly as a result of the Northland  acquisition and
partly as a result of  increased  sales of the Cryopak  products.  Gross  profit
increased to $2,264,156 from $915,980


<PAGE>

in 2000 while the gross profit percentage decreased to 43% from 57% in 2000. The
Northland  product line  generates  lower gross profit  margins than the Cryopak
product  line.  The result is a higher cost of sales  percentage in 2001 than in
2000.  The cost of sales  decreased  from 1999 to 2000 due to  Northland  Custom
Packaging Inc. taking over the manufacturing process.

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.

The sales,  marketing,  and administration expenses increased to $2,517,933 from
$2,092,089,  an increase  of  $425,844.  The  increase  is  attributable  to the
acquisition of the Northland  companies.  The companies operated out of separate
facilities from the date of acquisition  until the executive and  administrative
offices were consolidated in January 2001.

Item 9A. Quantitative and Qualitative Disclosures About Market Risk

In the course 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 credit losses
as set out below.  It does not  anticipate  future  losses to be  material.  The
Company will continue its close monitoring of credit and collection of accounts.

<TABLE>
<CAPTION>
                                                       2001                  2000                 1999
                                                       ----                  ----                 ----
<S>                                                    <C>                   <C>                  <C>
Bad debt (recovered)                                   $       125,711       $(     11,625)       $       53,529
As a percentage of sales                                          2.4%                  N/A                4.13%

</TABLE>

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

Approximately  76% of the Company's sales revenue were derived outside Canada in
fiscal 2001 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.

The Company's revolving lines of credit bears interest at prime plus 1% to 1.5%.

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
June 7, 2003. See Note 10 in financial statements.

Of the notes  payable  to  related  parties,  notes  totaling  $392,400  are due
December  1, 2001 and bear  interest  at 12% per annum.  The balance is interest
free and repayable at $10,667 per month.

As at March 31,  2001,  the  capitalized  amount  owing  under  long-term  lease
contracts  was $545,586  with fixed  interest  rates  ranging from 10.25% to 18%
until maturity. See Note 11 of financial statements.

<PAGE>

Item 10. Directors and Officers of Registrant

The table  below is a list of all  directors  and  officers of the Company as at
July 31, 2001. 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
----                          --------------
<S>                           <C>
Harry Bygdnes                 Chairman, Director
Robert Leigh Jeffs            Director
Douglas R. Reid               CFO, Director
John F. Morgan                President & CEO, Director
John McEwen                   Director
Ross Morrison                 Director
Harley D. Sinclair            Secretary

</TABLE>

John F. Morgan - has been the President and CEO of Cryopak Industries Inc. since
February  2001 and a Director  since 1999.  Mr.  Morgan is also the President of
Cryopak Corporation,  since March 1999. He also serves as Secretary and Director
for Peak Capital Corp.

Douglas R. Reid - became the Chief Financial Officer of Cryopak  Industries Inc.
and Cryopak Corporation in February 2001 and has been a Director since 1990. Mr.
Reid is a Chartered Accountant and is the President of Douglas R. Reid Inc.

Harry Bygdnes - is currently Chairman of the Board and has been a Director since
1981. Mr. Bygdnes was formerly the President and CEO for Cryopak Industries Inc.

Robert Leigh Jeffs - was the Chief Financial Officer of Cryopak  Industries Inc.
and Cryopak  Corporation from March 1999 to January 2001 and has been a Director
since 1990. Mr. Jeffs was also the President of Cryopak Corporation from 1990 to
1999.  He is currently a consultant  to Wet Coast Capital Corp. He began working
for Wet Coast in January 2001.

John McEwen - has been a Director  since 1995.  He is  currently  President  and
Co-CEO of Discovery Capital Corporation.

Ross G. Morrison - has been a Director since 1999. Mr. Morrison is currently the
President of  Bunn-o-Matic  Corporation  of Canada Ltd. He previously  served as
Consultant of Campbell Tapes and Labels from 1995 to 1997.

Harley D. Sinclair - is the Secretary of Cryopak Industries Inc. Mr. Sinclair is
a self employed attorney with the firm Godinho, Sinclair.


Item 11. Compensation of Directors and Officers

During the Company's  last fiscal year ended March 31, 2001, the Company paid an
aggregate of Cdn$377,929 to its officers. Three directors were paid $333,429 for
management  services  and one  director  was paid  $44,500  for  management  and
advisory 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 closing price for the day
prior to the day of the grant.  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.

<PAGE>

<TABLE>
Summary Compensation Table
<CAPTION>

                    Annual Compensation                                    Long-Term Compensation Awards

Name and                                                                   Securities
Principal                                              Other Annual        Underlying     All Other
Position            Year      Salary         Bonus     Compensation        Options        Compensation
--------            ----      ------         -----     ------------        -------        ------------
<S>                 <C>       <C>            <C>       <C>                 <C>            <C>
Harry Bygdnes       2001      $150,000       $ 0       $ 0                 $ 0            $ 0
Chairman of the
Board

R. Leigh Jeffs      2001      $ 73,333       $ 0       $ 0                 $ 0            $ 0
Director

John F. Morgan      2001      $      0       $ 0       $150,096            $ 0            $ 0
President, CEO &
Director

Douglas R. Reid     2001      $ 12,000       $ 0       $ 44,500            $ 0            $ 0
CFO & Director

John McEwen         2001      $      0       $ 0       $ 0                 $ 0            $ 0
Director

Ross G. Morrison    2001      $      0       $ 0       $ 0                 $ 0            $ 0
Director

Harley D. Sinclair  2001      $      0       $ 0       $ 0                 $ 0            $ 0
Secretary

</TABLE>


<TABLE>
Option/SAR Grants to Officers and Directors in Last Fiscal Year
<CAPTION>

                                        Percent of total options/
                     Options/SARs       SARs granted to employees        Exercise or
Name                 Granted (#)        in fiscal year                   base price ($/Sh)       Expiration Date
----                 -----------        --------------                   -----------------       ---------------
<S>                  <C>                <C>                              <C>                           <C>
Harry Bygdnes        195,000            12%                              $0.52                   Sept. 5, 2005
R. Leigh Jeffs       195,000            12%                              $0.52                   Sept. 5, 2005
John F. Morgan       None               N/A                              N/A                              N/A
Douglas R. Reid      350,000            21%                              $0.80                   Feb. 15, 2006
Harley D. Sinclair   None               N/A                              N/A                              N/A
John McEwen          None               N/A                              N/A                              N/A
Ross G. Morrison     None               N/A                              N/A                              N/A

</TABLE>

<TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
<CAPTION>

                     Shares Acquired                 Number of unexercised              Value of unexercised
                     on exercise (#)                 options/SARs at                    in-the-money
                     exercisable/       Value        FY-end (#)                         options/SARs
Name                 unexercisable      realized ($) exercisable/unexercisable          at FY-end ($)
----                 -------------      ------------ -------------------------          -------------
<S>                  <C>                <C>          <C>                                <C>
Harry Bygdnes        50,000             $ 16,500     511,000 exercisable                $25,080 exercisable
R. Leigh Jeffs       23,000             $  5,980     616,000 exercisable                $24,740 exercisable
John F. Morgan       Nil                Nil          450,000 exercisable                       Nil
                                                     300,000 unexercisable                     Nil
Douglas R. Reid      Nil                Nil           87,500 exercisable                       Nil
                                                     262,500 unexercisable                     Nil
Harley D. Sinclair   Nil                Nil           40,000 exercisable                       Nil
John McEwen          Nil                Nil          250,000 exercisable                       Nil
Ross G. Morrison     Nil                Nil          200,000 exercisable                       Nil

</TABLE>

<PAGE>

Item 12. Options to Purchase Securities from Registrant or Subsidiaries

As of March 31, 2001, 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>                    <C>
 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
 682,000                     0.57                 February 1, 2005
  50,000                     0.65                 February 1, 2005
 130,000                     0.65                 July 13, 2005
 367,000                     0.52                 September 5, 2005
 510,000                     0.63                 September 15, 2005
  40,000                     0.38                 December 14, 2005
 530,000                     0.80                 February 11, 2006
  50,000                     0.68                 March 27, 2006
  72,000                     1.00                 April 23, 2001
  150,000                    1.15                 June 21, 2001
3,911,000

</TABLE>

The total amount of securities  called for by all such options held by directors
and officers of the Company, as a group, is 2,2839,000.

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$48,868  during the
fiscal year ended March 31, 1999; $25,433 during the fiscal year ended March 31,
2000;  and $154,092  during the fiscal year ended March 31, 2001.  The unsecured
cash advances were paid against royalties, which were less than anticipated. The
advances  bear interest at 4.5% per annum and half of the balance must be repaid
by March 31, 2002 and the remaining balance by March 31, 2003.

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 Cryopak 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>
March 31, 2001                                               $183,333                  $42,072
March 31, 2000                                               $220,000                  $33,552
March 31, 1999                                               $220,000                  $26,261

</TABLE>

<PAGE>

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.

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 51-901F

                          QUARTERLY AND YEAR END REPORT


Incorporated as part of:     |X|     Schedule A
                             |_| |_| Schedules B & C
                             (place X in appropriate category)

ISSUER DETAILS:

NAME OF ISSUER:                                     Cryopak Industries Inc.
ISSUER ADDRESS:                                     1053 Derwent Way
                                                    Delta, BC  V3M 5R4
CONTACT NAME:                                       Laila Ma
CONTACT POSITION:                                   Controller
CONTACT TELEPHONE NUMBER:                           (604) 515-7977 Ext. 111
ISSUER TELEPHONE NUMBER:                            (604) 515-7977
ISSUER FAX NUMBER:                                  (604) 515-7978
CONTACT E-MAIL ADDRESS:                             laila@cryopak.com
WEB SITE ADDRESS:                                   www.cryopak.com
FOR QUARTER ENDED:                                  March 31, 2001
DATE OF REPORT (YY/MM/DD):                          2001/08/13



                                   CERTIFICATE

THE THREE  SCHEDULES  REQUIRED TO  COMPLETE  THIS  REPORT ARE  ATTACHED  AND THE
DISCLOSURE CONTAINED THEREIN HAS BEEN APPROVED BY THE BOARD OF DIRECTORS. A COPY
OF THIS REPORT WILL BE PROVIDED TO ANY SHAREHOLDER WHO REQUESTS IT.


"John F. Morgan"              John F. Morgan                   2001/08/13
----------------              --------------                   ----------
DIRECTOR'S SIGNATURE          PRINT FULL NAME             DATE SIGNED (YY/MM/DD)


"Douglas R. Reid"                Douglas R. Reid               2001/08/13
-----------------                ---------------               ----------
DIRECTOR'S SIGNATURE             PRINT FULL NAME          DATE SIGNED (YY/MM/DD)


<PAGE>

                             CRYOPAK INDUSTRIES INC.

                        CONSOLIDATED FINANCIAL STATEMENTS
                            Year Ended March 31, 2001
                        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, 2001 and the consolidated statements of operation and deficit and cash
flow for the year ended March 31, 2001. 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 audit.

We conducted our audit 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, 2001
and the  results of its  operations  and its cash flows for the year ended March
31, 2001 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/ Dale Matheson Carr-Hilton
-----------------------------
DALE MATHESON CARR-HILTON
CHARTERED ACCOUNTANTS


Vancouver, BC
June 6, 2001

<PAGE>

                             CRYOPAK INDUSTRIES INC.

                           CONSOLIDATED BALANCE SHEET
                                    March 31
                          (Stated in Canadian Dollars)

<TABLE>
<CAPTION>
                                                                                           2001                 2000
                                                                                           ----                 ----
<S>                                                                                        <C>                  <C>
                                                                                             $                    $


                                                          ASSETS
Current
   Cash                                                                                             -             1,361,876
   Term deposit - restricted (Note 8)                                                         132,000                     -
   Accounts receivable                                                                      1,492,656               408,556
   Inventory (Note 3)                                                                         623,217               169,044
   Prepaid expenses                                                                            36,227                20,957
   Income taxes receivable                                                                     32,162                     -
                                                                                    ------------------ ---------------------
                                                                                            2,316,262             1,960,433

Term deposit - restricted                                                                           -               132,074
Capital assets (Note 5)                                                                       824,340               407,255
Advances to related company (Note 6)                                                          154,092               193,656
Intangibles (Note 7)                                                                        3,026,190               314,921
----------------------------------------------------------------------------------- ------------------ ---------------------
                                                                                            6,320,884             3,008,339
----------------------------------------------------------------------------------- ------------------ ---------------------

                                                        LIABILITIES
Current
   Bank indebtedness (Note 8)                                                                  90,169                     -
   Accounts payable and accrued liabilities                                                 1,199,563               556,372
   Current portion of notes payable to related parties (Note 9)                               520,400                     -
   Current portion of capital lease obligations (Note 11)                                     124,130               109,782
                                                                                    ------------------ ---------------------
                                                                                            1,934,262               666,154

Convertible loan (Note 10)                                                                  2,628,530             1,051,412
Notes payable to related parties (Note 9)                                                     106,667                     -
Capital lease obligations (Note 11)                                                           421,456               156,320
                                                                                    ------------------ ---------------------
                                                                                            5,090,915             1,873,886
                                                                                    ------------------ ---------------------

COMMITMENTS (Notes 2, 4, 8, 9, 12(b) & 12(d))

                                                   SHAREHOLDERS' EQUITY
Share Capital (Note 12)
  Issued and outstanding
    Common shares                                                                          11,851,664            10,400,237
    Class A preferred shares, Series I                                                              -               530,000
Equity component of convertible loan (Note 10)                                                908,073               403,588
Deficit                                                                                   (11,529,768)          (10,199,372)
                                                                                    ------------------ ---------------------
                                                                                            1,229,969             1,134,453

----------------------------------------------------------------------------------- ------------------ ---------------------
                                                                                            6,320,884             3,008,339
----------------------------------------------------------------------------------- ------------------ ---------------------

</TABLE>

APPROVED BY THE BOARD:

/s/ John F. Morgan
------------------
Director

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


<PAGE>


                             CRYOPAK INDUSTRIES INC.

                CONSOLIDATED STATEMENTS OF OPERATION AND DEFICIT
                               Year ended March 31
                          (Stated in Canadian Dollars)


<TABLE>
<CAPTION>
                                                                    2001                 2000                1999
                                                                    ----                 ----                ----
<S>                                                                 <C>                  <C>                 <C>
                                                                     $                    $                   $


SALES                                                                   5,322,079            1,592,901          1,295,159

COST OF SALES                                                           3,057,923              676,921            746,285
                                                               ------------------- -------------------- ------------------

GROSS PROFIT                                                            2,264,156              915,980            548,874
                                                               ------------------- -------------------- ------------------
                                                               ------------------- -------------------- ------------------

EXPENSES
  Sales and marketing                                                   1,141,181              856,484            535,829
  Administration                                                        1,376,752            1,235,605            784,300
                                                               ------------------- -------------------- ------------------
                                                               ------------------- -------------------- ------------------
                                                                        2,517,933            2,092,089          1,320,129
                                                               ------------------- -------------------- ------------------

LOSS BEFORE AMORTIZATION, INTEREST
   AND OTHER ITEMS                                                       (253,777)          (1,176,109)          (771,255)

AMORTIZATION                                                             (336,005)            (162,113)           (72,958)

INTEREST ON BANK OPERATING LINE                                           (34,008)              (8,648)           (41,746)
                                                               ------------------- -------------------- ------------------

LOSS FROM OPERATIONS                                                     (623,790)          (1,346,870)          (885,959)

OTHER ITEMS
  Retirement allowance (Note 9)                                          (234,667)                   -                  -
  Other investment income                                                  74,488               31,318             12,803
  Interest on long term debt and other finance cost                      (482,827)            (33,902)           (38,912)
                                                               ------------------- -------------------- ------------------

LOSS BEFORE INCOME TAXES                                               (1,266,796)          (1,349,454)          (912,068)

INCOME TAX RECOVERY                                                             -               20,467                  -
                                                               ------------------- -------------------- ------------------

NET LOSS FOR THE YEAR                                                  (1,266,796)          (1,328,987)          (912,068)

DIVIDEND PAID ON CLASS A PREFERRED
SHARES                                                                    (63,600)             (63,600)           (63,600)
                                                               ------------------- -------------------- ------------------

NET LOSS FOR THE YEAR ATTRIBUTABLE TO
COMMON SHAREHOLDERS                                                    (1,330,396)          (1,392,587)          (975,668)

DEFICIT, beginning of year                                            (10,199,372)          (8,806,785)        (7,831,117)
-------------------------------------------------------------- ------------------- -------------------- ------------------

DEFICIT, end of year                                                  (11,529,768)         (10,199,372)        (8,806,785)
-------------------------------------------------------------- ------------------- -------------------- ------------------



Loss per share                                                               0.06                 0.08               0.07
                                                               ------------------- -------------------- ------------------

Weighted average common shares outstanding                             20,962,444           18,077,873         14,937,561
                                                               =================== ==================== ==================

</TABLE>


<PAGE>


                             CRYOPAK INDUSTRIES INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                               Year ended March 31
                          (Stated in Canadian Dollars)


<TABLE>
<CAPTION>
                                                                    2001                 2000                1999
                                                                    ----                 ----                ----
<S>                                                                 <C>                  <C>                 <C>
                                                                     $                    $                    $
Operating Activities
    Cash received from customers                                        5,049,801           1,552,436           1,119,182
    Cash received from employees                                                -                 448               7,669
    Interest paid                                                         (65,518)            (42,550)            (80,658)
    Interest received                                                      74,488              16,896              12,828
    Payments to suppliers and employees                                (5,660,144)         (2,618,371)         (2,187,028)
    Finance fee for convertible loan                                     (363,750)                  -                   -
    Payments for filing fees                                              (17,696)            (23,678)            (25,289)
    Income taxes paid                                                     (24,000)                  -                   -
                                                               ------------------- ------------------- -------------------
                                                               ------------------- ------------------- -------------------
   Cash used in operating activities                                   (1,006,819)         (1,114,819)         (1,153,296)
                                                               ------------------- ------------------- -------------------
                                                               ------------------- ------------------- -------------------

Financing Activities
    Issue of shares for cash                                              216,160             654,186           2,291,633
    Share issue costs                                                           -                   -             (35,100)
    Proceeds from (repayment of) note payable and
      capital lease obligation                                            192,817             (67,499)           (416,588)
    Proceeds from convertible loan                                      2,182,500           1,455,000                   -
                                                               ------------------- ------------------- -------------------
   Cash provided by financing activities                                2,591,477           2,041,687           1,839,945
                                                               ------------------- ------------------- -------------------
                                                               ------------------- ------------------- -------------------

Investing Activities
    Acquisition of subsidiaries (Note 13)                              (2,480,242)                  -                   -
    Acquisition of capital assets (Note 13)                              (320,467)            (82,394)            (44,773)
    Repayment of notes payable to related parties                        (275,632)                  -                   -
    Advances to (from) related company                                     39,564            (116,472)              1,046
    Term deposit - restricted                                                                  (6,425)             (6,040)
                                                                               74
                                                               ------------------- ------------------- -------------------
                                                               ------------------- ------------------- -------------------
  Cash used in investing activities                                    (3,036,703)           (205,291)            (49,767)
                                                               ------------------- ------------------- -------------------
                                                               ------------------- ------------------- -------------------

Increase(decrease) in cash                                             (1,452,045)            721,577             636,882

Cash and cash equivalents, Beginning of Year                            1,361,876             640,299               3,417
                                                               ------------------- ------------------- -------------------
                                                               ------------------- ------------------- -------------------

Cash and cash equivalents, End of Year (Note 13)                          (90,169)          1,361,876             640,299
                                                               =================== =================== ===================
</TABLE>

<PAGE>


                             CRYOPAK INDUSTRIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            Year ended March 31, 2001
                          (Stated in Canadian Dollars)


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Nature of Operations and Basis of Presentation

     Cryopak  Industries  Inc. (the "Company") has been  incorporated  under the
     laws of British Columbia.  The Company  develops,  manufactures and markets
     temperature-controlling  products including a patented, flexible, re-usable
     thermal  blanket.  Cryopak  products,   including  gel  packs  and  related
     products,   are  used  during  transport  to  ensure  critical  temperature
     maintenance for  pharmaceuticals,  airline food and beverages,  seafood and
     all other perishable items. The Company's  products are also used for first
     aid, medical and physiotherapy treatments, and through retail distribution,
     for daily household cooling applications.

     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 24.

     These  consolidated  financial  statements  are  prepared  on the  basis of
     accounting  principles  applicable  to a going  concern,  which assumes the
     Company will realize its assets and discharge its liabilities in the normal
     course of business.  The Company has incurred  losses since its  inception.
     The ability of the Company to continue as a going concern is dependent upon
     its ability to obtain the financing  necessary to continue  operations and,
     ultimately,  establish profitable operations.  Management is of the opinion
     that sufficient working capital will be generated either from operations or
     from further financings in order to meet the 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.

     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, Cryopak Corporation
     (a  Nevada  corporation),  Northland  Custom  Packaging  Inc.  (Note 2) and
     Northland  Ice Gel  Incorporated  (Note 2). All  significant  inter-company
     transactions and balances have been eliminated on consolidation.

     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
                            Year ended March 31, 2001
                          (Stated in Canadian Dollars)


1.   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 hardware under capital lease                        3 years straight-line
Computer software                                            2 years straight-line
Furniture, fixture, and office equipment                     5 years straight-line
Machinery                                                    5 years straight-line
Machinery under capital lease                                5 years straight-line
Motor vehicle under capital lease                            30% declining balance
Leasehold improvements                                       5 years straight-line

</TABLE>

     Patent Licence

     Licenses are recorded at cost and are  amortized on a  straight-line  basis
     over seventeen years.

     Deferred Development Costs

     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  from
     seventeen years to twenty years.


<PAGE>


                             CRYOPAK INDUSTRIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            Year ended March 31, 2001
                          (Stated in Canadian Dollars)


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONT'D

     Income Taxes

     The  Company has adopted a new  accounting  recommendation  from the Canada
     Institute   of   Chartered   Accountants   relating  to  the   recognition,
     measurement,  presentation and disclosure of income and refundable taxes in
     an enterprise's  financial  statements  (CICA Handbook  Section 3465).  The
     recommendations  of Section 3465  replace the concept of  "deferred  income
     taxes" with "future income taxes".

     The  fundamental  principle of "future  income taxes" is that an enterprise
     would  recognize  a  future  income  tax  liability  whenever  recovery  or
     settlement of the carrying  amount of an asset or liability would recognize
     future income tax outflows.  Similarly,  an  enterprise  would  recognize a
     future  income tax asset  whenever  recovery or  settlement of the carrying
     amount  of  an  asset  or  liability   would  generate  future  income  tax
     reductions.  An extension of this fundamental principle is that in the case
     of unused tax losses, income tax reductions,  and certain items that have a
     tax  basis but  cannot  be  identified  with an asset or  liability  on the
     balance sheet,  the recognition of future income tax benefits is determined
     by reference to the likely realization of a future income tax reduction. No
     future income tax benefit has been recorded in these  financial  statements
     as the criteria for recognition have not been satisfied (Note 14).

     Financial Instruments

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

     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 16. 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.


<PAGE>

                             CRYOPAK INDUSTRIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            Year ended March 31, 2001
                          (Stated in Canadian Dollars)


2.   ACQUISITON OF SUBSIDIARIES

     On  September  14,  2000,  the  company  acquired  all  of the  issued  and
     outstanding  shares of Northland  Custom  Packaging  Inc.  (NCP), a company
     providing automated packaging services,  and Northland Ice Gel Incorporated
     (NIG),  a company which  manufactures  ice gel and other gel products.  The
     acquisition has been accounted for by the purchase method and, accordingly,
     the operating  results of the two  companies for the period from  September
     14, 2000 to March 31, 2001 are included in the statement  loss and deficit.
     Details   relating  to  the  assets  acquired,   liabilities   assumed  and
     consideration given are as follows:

<TABLE>
<CAPTION>
<S>                                                                                          <C>
Purchase price                                                                               $               3,043,221
Net tangible assets acquired
  Total assets                                                                                               1,629,377
  Less liabilities
                                                                                                            (1,122,621)
                                                                                                -----------------------
                                                                                                               506,756
                                                                                                -----------------------
Excess of purchase price over net tangible assets, being goodwill                            $               2,536,465
                                                                                                =======================
The purchase price of $3,043,221 was paid as follows:

Cash                                                                                         $               2,401,554
             Common shares issued (1,166,667 shares at $0.55 per share)                                        641,667
                                                                                                -----------------------
                                                                                             $               3,043,221
                                                                                                =======================
</TABLE>


     Of the 1,166,667  common shares issued,  500,000 shares have been placed in
     escrow and will be released to the vendor  provided  that NCP together with
     NIG achieve defined  earnings  targets,  earnings being defined as earnings
     before interest, taxes,  depreciation and amortization (EBITDA).  Effective
     with the year ended  September  30, 2001,  if EBITDA is equal to or exceeds
     $700,000 in any year,  100,000 shares will be released from escrow.  At the
     time  cumulative  EBITDA is equal to or exceeds  $3,500,000,  all remaining
     shares will be released  from escrow.  All shares not released by September
     30, 2005 will be cancelled.

     The goodwill  acquired is being amortized on a  straight-line  basis over a
     period of twenty years.


<PAGE>

                             CRYOPAK INDUSTRIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            Year ended March 31, 2001
                          (Stated in Canadian Dollars)


3.    INVENTORIES

<TABLE>
<CAPTION>
                                                                                         2001                  2000
                                                                                            $                    $
                                                                                        ------------------------------
<S>                                                                                      <C>                   <C>
Raw material                                                                             504,123                22,509
Finished goods                                                                           119,094               146,535
                                                                                        ------------------------------
                                                                                         623,217               169,044
                                                                                        ==============================
</TABLE>


4.   SHARE PURCHASE LOAN

     In a prior  year the  Company  provided a  $194,000  loan to the  Company's
     President  for the purpose of purchasing  250,000 of the  Company's  common
     shares. The loan is part of a compensation  arrangement and is non-interest
     bearing.  The loan is  forgivable  on the earlier of the date the President
     sells the shares or six  months  after his  termination.  The loan has been
     recorded as a reduction of share capital  (Note 12(a)).  If at the maturity
     date of the loan the fair  market  value  of the  shares  is less  than the
     purchase  price,  then the shares may be  surrendered  and the loan will be
     cancelled.

     In the event all or a portion  of the loan is  forgiven  as a result of the
     President  selling  shares,  compensation  expense will be reflected in the
     Company's  accounts in the period the sale occurs at an amount equal to the
     fair market value of shares sold at that time.

5.    CAPITAL ASSETS

<TABLE>
<CAPTION>

                                                                            2001                                       2000
                                                                        Accumulated         Net Book Value         Net Book Value
                                                    Cost                Amortization
                                                -------------------- --------------------- ------------------    -------------------
<S>                                                <C>                  <C>                 <C>                   <C>
Artwork                                               $  25,342               $     -          $  25,342              $  25,342
Computer hardware                                        63,704                46,406             17,298                 19,565
Computers under capital lease                            24,034                 2,167             21,867                      -
Computer software                                         7,011                 4,077              2,934                  2,480
Furniture and fixtures                                   48,931                30,205             18,726                  2,107
Motor vehicle under capital lease                       102,698                15,405             87,293                  8,285
Machinery under capital lease                         1,241,421               651,584            589,837                308,203
Machinery                                                41,693                14,643             27,050                 26,846
Office equipment                                         17,300                 6,333             10,967                 14,427
Leasehold improvement                                    50,300                27,274             23,026                      -
=========================================== -------------------- --------------------- ------------------ -- -------------------
                                                     $1,622,434             $ 798,094         $  824,340              $ 407,255
                                                ==================== ===================== ================== == ===================

</TABLE>

<PAGE>


                             CRYOPAK INDUSTRIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            Year ended March 31, 2001
                          (Stated in Canadian Dollars)



6.   ADVANCES TO RELATED COMPANY

<TABLE>
<CAPTION>

                                                                          2001                2000                   1999
                                                                            $                   $                     $
                                                                        ------------------ ---------------------- ------------------
<S>                                                                       <C>                 <C>                    <C>
Interest bearing advances
  Balance, beginning of year                                               25,433                 48,868             70,572
  Interest charge for the year                                                967                  2,965              4,696
  Payments received                                                       (26,400)               (26,400)           (26,400)
                                                                        ------------------ ---------------------- ------------------
Balance, end of year                                                            -                 25,433             48,868
                                                                        ------------------ ---------------------- ------------------
Non-interest bearing advances
  Balance, beginning of year                                              193,656                 28,316              7,658
  Technology acquired                                                    (100,000)                     -                  -
  Advances on royalties                                                    60,436                139,907             20,658
                                                                        ------------------ ---------------------- ------------------
Balance, end of year                                                      154,092                168,223             28,316
                                                                        ------------------ ---------------------- ------------------
                                                                          154,092                193,656             77,194
                                                                        ================== ====================== ==================

</TABLE>

     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.  Interest income on
     the  interest  bearing  advances  totaled  $967 in 2001 and  $2,965 in 2000
     respectively.

     As provided  in an  agreement  executed  after the  current  year end,  the
     related company has agreed to pay monthly interest at 4.5% per annum on the
     remaining balance.  In addition,  half of the outstanding  advances must be
     repaid by March 31, 2002 and the  remaining  balance must be repaid in full
     by March  31,2003.  However,  repayment may be  accelerated  accordingly if
     either of the following occurs:

     a)   each time the common share price of the Company trades above $1.50 for
          seven  consecutive  trading days, a minimum of $50,000 shall be repaid
          within 30 days;

     b)   the  balance  shall be  repaid in full  within 30 days if the  related
          company  sells a total of 200,000  common shares of the Company at any
          price prior to full repayment.

     The related  company agreed to deposit 200,000 common shares of the Company
     as collateral for the advances.

     Royalties  due and paid in the year to N.C.K.  Holdings  Inc.  amounted  to
     $42,072 (2000 - $33,552).


<PAGE>

                             CRYOPAK INDUSTRIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            Year ended March 31, 2001
                          (Stated in Canadian Dollars)



7.   INTANGIBLES

<TABLE>
<CAPTION>
                                                                                     2001                               2000
                                                                                      $                                   $
                                                                                  Accumulated       Net Book Value     Net Book
                                                               Cost               Amortization                         Value
                                                               ------------------ ----------------- ----------------- --------------
<S>                                                            <C>                <C>               <C>               <C>
Incorporation Cost                                                 3,111                 -              3,111           3,111
Deferred Development Costs                                       114,017           114,017                  -           3,705
Patent Licence                                                   666,323           365,022            301,301         241,512
Goodwill (Note 2)                                              2,692,620           162,161          2,530,459          66,593
Deferred Finance Cost                                            262,853            71,534            191,319               -
                                                               ------------------ ----------------- ----------------- --------------
                                                               3,738,924           712,734          3,026,190         314,921
                                                               ================== ================= ================= ==============
</TABLE>

     After  receiving  the full advance of the  convertible  loan (Note 10), the
     company paid 10% of the total  advance as a finder's  fee. A portion of the
     fee has been  allocated  against the equity  component  of the loan and the
     remainder  is being  amortized  over  the  term of the loan  which is three
     years.

<TABLE>
<CAPTION>

<S>                                                            <C>
Total deferred finance cost                                    $ 363,750
Less: allocation to equity (Note 13)                            (100,897)
                                                          -------------------
                                                               $ 262,853
                                                          ===================
</TABLE>

8.   BANK INDEBTEDNESS

     During the year, the Company  secured a $132,000  operating bank loan which
     is due on demand,  bears  interest at prime plus 1% payable  monthly and is
     secured by a collateral  deposit.  The deposit bears  interest at 3.25% per
     annum and matures March 26, 2002.

     After the year end, the Company secured a $250,000 operating bank loan with
     another bank. The loan bears  interest at prime plus 1.5% payable  monthly.
     Security for the loan was provided by a related party. As compensation  for
     providing  the  security  the  Company  agreed to issue to this third party
     40,000 common shares.

<PAGE>


                             CRYOPAK INDUSTRIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            Year ended March 31, 2001
                          (Stated in Canadian Dollars)


9.    NOTES PAYABLE TO RELATED PARTIES

<TABLE>
<CAPTION>

<S>                                                                                                              <C>
Notes payable to related parties consists of the following:

  Notes payable to vendors of the newly acquired subsidiaries (Note 2), bear interest at 12% per
    annum and mature on December 01, 2001                                                                        $     392,400

  Retirement allowance payable to a former executive of the Company, non-interest bearing and
    repayable in monthly payments of approximately $10,667 commencing February 1, 2001 and ending
    January 31, 2003                                                                                                   234,667
                                                                                                             ----------------------
                                                                                                             ----------------------
                                                                                                                       627,067
   Current portion                                                                                                    (520,400)
                                                                                                             ----------------------
                                                                                                             ----------------------
                                                                                                                 $     106,667
                                                                                                             ======================
</TABLE>

     Interest  paid to the vendors  totaled  $11,306 in 2001.  In addition,  the
     Company  agreed to issue 100,000 common shares to the vendors for extending
     the maturity date to December 01, 2001. None of the shares have been issued
     as at the current year end.


10.  CONVERTIBLE LOAN

     The convertible  loan bears interest at 10% per annum payable  annually and
     matures on June 7, 2003. The first interest  payment  ($318,767) was due on
     June 7, 2001. However,  the Company and the lender agreed to defer interest
     payments until certain terms of the loan are further clarified.

     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. The conversion  terms further  provide that no more than one third of
     the principal may be converted during each of the periods,  except that any
     amount not  converted  in a given  period may be carried  forward to future
     periods and be convertible at the prevailing conversion rate.  Accordingly,
     for the year  ended  June 7,  2002,  $2,425,000  of the  total  loan may be
     converted at the rate of $2.00 per unit.

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


<PAGE>


                             CRYOPAK INDUSTRIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            Year ended March 31, 2001
                          (Stated in Canadian Dollars)



10.  CONVERTIBLE LOAN - CONT'D

<TABLE>
<CAPTION>
                                                                                                          2001            2000
                                                                                                          $               $
                                                                                                  ------------------ ---------------
<S>                                                                                                       <C>             <C>
Debt component                                                                                            2,628,530       1,051,412

Equity component                                                                                          1,008,970         403,588
                                                                                                 ------------------ ---------------
Total                                                                                                     3,637,500       1,455,000
                                                                                                  ================== ===============
Equity component                                                                                          1,008,970         403,588

Less allocation of finders fee                                                                             (100,897)              -
                                                                                                 ------------------ ---------------
Balance                                                                                                     908,073         403,588
                                                                                                  ================== ===============
</TABLE>

11.  CAPITAL LEASE OBLIGATIONS

<TABLE>
<CAPTION>
                                                                                                    2001              2000
                                                                                                    $                 $
                                                                                                  ------------------ ---------------
<S>                                                                                                 <C>               <C>
Obligations under capital lease with interest at rates of 10.25% to 18%, maturing from
May 1, 2001 to November 19, 2004                                                                    545,586           266,102

Less current portion                                                                                124,130           109,782
                                                                                                  ------------------ ---------------
                                                                                                    421,456           156,320
                                                                                                  ================== ===============

</TABLE>

     Interest  expense totaled  $31,510 in 2001,  $33,902 in 2000 and $38,912 in
     1999.


<PAGE>


                             CRYOPAK INDUSTRIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            Year ended March 31, 2001
                          (Stated in Canadian Dollars)


11.  CAPITAL LEASE OBLIGATIONS - CONT'D

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

<TABLE>
<CAPTION>
<S>                                                 <C>
2002                                                $ 124,130
2003                                                  129,600
2004                                                  140,951
2005                                                  150,905
                                             ----------------
                                                      545,586
Less: amount representing interest                    144,942
                                             ----------------
                                                    $ 400,644
                                             ================
</TABLE>

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)  Issued and Outstanding Shares:
<TABLE>
Common shares
<CAPTION>
                                                                                           2001
                                                                                           Number of Shares    Amount
                                                                                           ----------------    ------
<S>                                                                                        <C>                 <C>
Balance, beginning of year                                                                 18,706,315          $10,400,237
Issued during the year
   For cash, pursuant to the exercise of stock options and   warrants                         468,000              216,160
   For purchase of Northland Custom Packaging and Northland Ice Gel Incorporated            1,166,667              641,667
   For payment of dividend on Class A preferred shares, Series I                               63,568               63,600
   For conversion of preferred shares                                                         557,894              530,000
   -----------------------------------------------------------------------------------------------------------------------
                                                                                            2,256,129            1,451,427
   -----------------------------------------------------------------------------------------------------------------------
Balance, end of year                                                                       20,962,444          $11,851,664
---------------------------------------------------------------------------------------------------------------------------

</TABLE>

     500,000  issued  common  shares  are held in escrow  (see Note 2 - Business
     Acquisition).


<PAGE>

                             CRYOPAK INDUSTRIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            Year ended March 31, 2001
                          (Stated in Canadian Dollars)


12.  SHARE CAPITAL - CONT'D

<TABLE>
<CAPTION>
Common shares
                                                                                         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>

<TABLE>
<CAPTION>
Common shares
                                                                                          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>

<PAGE>

                             CRYOPAK INDUSTRIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            Year ended March 31, 2001
                          (Stated in Canadian Dollars)


12.  SHARE CAPITAL - CONT'D

<TABLE>
Class A preferred shares, Series I
<CAPTION>
                                                                                             2001
                                                                                             Number of Shares       Amount
                                                                                             ----------------       ------
<S>                                                                                          <C>                    <C>
Balance, beginning of year                                                                      530                 $ 530,000
Conversion to common shares                                                                    (530)                 (530,000)
                                                                                             ---------------------------------------
                                                                                                  -                         -
</TABLE>

<TABLE>
<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>

     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.

<TABLE>
Dividends Paid on Class A Preferred Shares
<CAPTION>

                                                           Number of Common
                                                           Shares Issued                         Amount
                                                           -------------                         ------
<S>                                                        <C>                                   <C>
1999                                                       159,199                               63,600
2000                                                        82,667                               63,600
2001                                                        63,568                               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

     In 1999, the Company established a share incentive plan 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.


<PAGE>

                             CRYOPAK INDUSTRIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            Year ended March 31, 2001
                          (Stated in Canadian Dollars)


12.  SHARE CAPITAL - CONT'D


     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, 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

Options granted                                                                      1,650,000                       0.66
Options exercised                                                                     (173,000)                      0.47

Options expired                                                                       (893,000)                      0.75

Balance, March 31, 2001                                                              3,689,000                       0.69
------------------------------------------------------------------- --------------------------- --------------------------

</TABLE>

     Prior to year end the  Company  agreed  to grant  100,000  incentive  stock
     options to a director that are not included in the above schedule.

     In addition to the following stock options outstanding as at March 31, 2001
     there are 229,841 common shares reserved for future allocation:

<TABLE>
<CAPTION>
Number of Shares         Exercise Price          Expiry Date
----------------         --------------          -----------
<S>                      <C>                     <C>
  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
  682,000                  0.57                  February 1, 2005
   50,000                  0.65                  February 1, 2005
  130,000                  0.65                  July 13, 2005
  367,000                  0.52                  September 5, 2005
  510,000                  0.63                  September 15, 2005
   40,000                  0.38                  December 14, 2005
  530,000                  0.80                  February 11, 2006
   50,000                  0.68                  March 27, 2006
3,689,000

</TABLE>

<PAGE>

                             CRYOPAK INDUSTRIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            Year ended March 31, 2001
                          (Stated in Canadian Dollars)


12.  SHARE CAPITAL - CONT'D

     (c)  Share Purchase Warrants Outstanding:

<TABLE>
<CAPTION>
Number of Warrants           Exercise Price             Expiry Date
------------------           --------------             -----------
<S>                          <C>                        <C>
 72,000                      1.00                       April 23, 2001
150,000                      1.15                       June 21, 2001
222,000

</TABLE>

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

<TABLE>
<CAPTION>
                                                                                                                No. of Warrants
                                                                                                                ---------------
<S>                                                                                                             <C>
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

Warrants exercised during the year at $0.46 per share                                                                (295,000)
Warrants expired during the year                                                                                     (455,000)
------------------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2001                                                                                               222,000
------------------------------------------------------------------------------------------------------------------------------

</TABLE>

     (d)  Commitments to Issue Shares

     Pursuant to an agreement dated December 20, 1989 with N.C.K. Holdings Inc.,
     a company controlled by directors of the Company,  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
     to  N.C.K.  based  upon  certain  cumulative  cash  flow  criteria  of  its
     subsidiary,  Cryopak  Canada  and its  subsidiary.  To date,  the cash flow
     criteria  of  the  agreement  have  not  been  attained  and  therefore  no
     additional  shares have been  issued.  The  license  will expire in 2025 at
     which time the obligation to issue additional shares will cease.

     The  Company has agreed to issue  250,000  common  shares to the  Company's
     President as part of a compensation arrangement (see note 4).

     The Company has agreed to issue 31,250 common shares as consideration for a
     bank debt guarantee. (see note 8).

     The Company has agreed to issue 100,000 common shares as consideration  for
     extension of the  maturity  date for a note payable that was issued as part
     of the consideration for a business acquisition (see note 9).


<PAGE>

                             CRYOPAK INDUSTRIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            Year ended March 31, 2001
                          (Stated in Canadian Dollars)


13.  CASH FLOW INFORMATION


     a)   Acquisition of Subsidiaries

<TABLE>
<CAPTION>
<S>                                                          <C>
Cash consideration                                           $ 2,401,554
Add overdraft of subsidiary                                       78,688

Cash paid net of cash acquired                               $ 2,480,242
                                                               =========
</TABLE>

     b)   Capital Assets

     During the year  capital  assets  were  acquired  at an  aggregate  cost of
     $320,467 of which $ 279,945 was funded by capital  leases.  Cash payment of
     $40,522 was made to purchase capital assets.

     c)   Cash and Cash Equivalents

<TABLE>
<CAPTION>
                                                                          2001                 2000
                                                                          $                    $
<S>                                                                       <C>                  <C>
Cash on hand                                                                 94,433            1,361,876
Bank Indebtedness (Note 8)                                                 (113,173)                   -

Bank overdraft                                                              (71,429)                   -
                                                                          ------------------- -----------------
Balance                                                                     (90,169)           1,361,876
                                                                          =================== =================

</TABLE>

14.  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>
2002                                                  $ 475,000
2003                                                    745,844
2004                                                    670,856
2005                                                    529,806
2006                                                    837,837
2007                                                  1,193,487
2008                                                  1,031,631

</TABLE>

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


<PAGE>

                             CRYOPAK INDUSTRIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            Year ended March 31, 2001
                          (Stated in Canadian Dollars)


15.  LEASES

     The minimum  annual rental  commitments  for operating  leases in effect at
     March 31, 2001 are as follows:

<TABLE>
<CAPTION>
<S>                                                    <C>
2002                                                   $231,068
2003                                                    210,685
2004                                                    182,349
2005                                                    145,994

</TABLE>

16.  RELATED PARTY TRANSACTIONS

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

     (a)  Professional  fees include $44,500 ($12,000 in 2000) paid to a company
          owned by a director of the Company.

     (b)  Management fees include $165,862  ($129,500 in 2000) paid to a company
          owned by the  President,  and  $183,333  ($220,000  in  2000)  paid to
          another company owned by two directors of the Company.


17.  MAJOR CUSTOMER

     Revenues  from two customers  amounted to  approximately  $2,007,227  which
     represents 38% of the Company's total revenue.


<PAGE>

                             CRYOPAK INDUSTRIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            Year ended March 31, 2001
                          (Stated in Canadian Dollars)


18.  SEGMENTED INFORMATION

     Customer revenues by geographic segment are as follows:

<TABLE>
<CAPTION>
                                                                            2001                2000                1999
                                                                              $                   $                   $
                                                                        ----------------- -------------------- ------------------
<S>                                                                     <C>                    <C>                 <C>
Canada                                                                  1,278,554              168,065             31,625
United States                                                           3,975,467            1,389,192          1,172,972
New Zealand                                                                     -               25,280             84,520
Other foreign countries                                                    68,058               10,364              6,042
                                                                        ----------------- -------------------- ------------------
Total                                                                   5,322,079            1,592,901          1,295,159
                                                                        ================= ==================== ==================
</TABLE>

All capital assets are in Canada.

19.  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 a supplementary description of significant
     differences  between  Canadian  GAAP and those in the United  States ("U.S.
     GAAP") as follows:

     (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  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.


<PAGE>

                             CRYOPAK INDUSTRIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            Year ended March 31, 2001
                          (Stated in Canadian Dollars)


19.  GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE UNITED STATES - CONT'D

     The  impact of  significant  variations  to U.S.  GAAP on the  consolidated
     statements of operations and deficit are as follows:

<TABLE>
<CAPTION>
                                                                                         Year Ended March 31
                                                                                2001                  2000                1999
                                                                                  $                     $                    $
------------------------------------------------------------ ---------------------- --------------------- --------------------
<S>                                                                     <C>                   <C>                    <C>
Loss for the year, Canadian GAAP                                        (1,266,796)           (1,328,987)            (912,068)
Amortization of deferred development costs                                   3,706                14,822               14,822
Adjustment for stock based compensation -
   non employees                                                           (18,165)             (120,169)            (574,868)
Dividends paid on Class A Preferred Shares                                 (63,600)              (63,600)             (63,600)
------------------------------------------------------------ ---------------------- --------------------- --------------------
Loss for the year, U.S. GAAP                                            (1,344,855)           (1,497,934)          (1,535,714)
------------------------------------------------------------ ---------------------- --------------------- --------------------
Loss per share, U.S. GAAP                                                    (0.06)                (0.08)              ( 0.10)
------------------------------------------------------------ ---------------------- --------------------- --------------------

</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 2001, 2000 and 1999, 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 1.4, 1.57 and 1.57;
     and a weighted average expected life of the options of five, three and four
     years.

     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
                                                                                2001                  2000                1999
                                                                                  $                      $                   $
-------------------------------------------------------------- ---------------------- --------------------- --------------------
<S>                                                                        <C>                  <C>                  <C>
Pro forma loss, U.S. GAAP                                                  (1,445,183)          (2,586,084)          (1,785,577)
Pro forma loss per share, U.S. GAAP                                             (0.07)               (0.14)               (0.12)
-------------------------------------------------------------- ---------------------- --------------------- --------------------

</TABLE>

<PAGE>

                             CRYOPAK INDUSTRIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            Year ended March 31, 2001
                          (Stated in Canadian Dollars)


19.  GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE UNITED STATES - CONT'D

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

<TABLE>
<CAPTION>

                                                                                         Year Ended March 31
                                                                                     2001                    2000
                                                                                       $                       $
----------------------------------------------------------------------- ------------------------ ----------------------
<S>                                                                                 <C>                    <C>
Assets                                                                                6,514,884              3,198,634
Share Capital                                                                        12,063,829             10,714,406
Deficit                                                                             (11,547,933)           (10,323,246)
----------------------------------------------------------------------- ------------------------ ----------------------

</TABLE>


20.  PRIOR YEAR NUMBERS

     The prior year numbers were audited by another chartered accounting firm.


21.  LEGAL PROCEEDINGS

     The Company is subject to various legal  proceedings  and claims arising in
     the ordinary course of business.  The Company's  management does not expect
     that the  results in any of these  legal  proceedings  will have a material
     adverse effect on the Company's financial condition,  results of operations
     or cash flows.


<PAGE>


                             CRYOPAK INDUSTRIES INC.

          CONSOLIDATED SCHEDULE OF ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS

                               Year Ended March 31
                          (Stated in Canadian Dollars)


Schedule 1
<TABLE>
<CAPTION>
                                                                                                           $
----------------------------------------------------------------------------------------------- -----------------
<S>                                                                                                      <C>
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
Net allowance included in purchase price                                                                    (632)
Accounts received during the year                                                                        (58,172)
Additional allowance provided                                                                             41,063
----------------------------------------------------------------------------------------------- -----------------
Balance, March 31, 2001                                                                                   38,675
----------------------------------------------------------------------------------------------- -----------------

</TABLE>

<PAGE>

                             CRYOPAK INDUSTRIES INC.

                  CONSOLIDATED SCHEDULES OF COST OF GOODS SOLD

                               Year Ended March 31
                          (Stated in Canadian Dollars)


Schedule 2

<TABLE>
<CAPTION>

                                                                       2001               2000                1999
                                                                        $                   $                   $
--------------------------------------------------------------- ------------------- ------------------ --------------------
<S>                                                                      <C>                <C>                   <C>
Freight & Brokerage fee                                                    543,732            160,638               96,318
Manufacturing costs                                                         67,229            202,979                    -
Packaging                                                                        -              5,779               41,674
Purchase                                                                 1,467,051            286,052              608,293
Rent                                                                       112,314                  -                    -
Repair and maintenance                                                      35,113                  -                    -
Shop supplies                                                               13,302                  -                    -
Testing charges                                                             50,792                  -                    -
Storage                                                                     39,956              8,462                    -
Water and utility                                                           54,279             13,011                    -
Wages                                                                      674,155                  -                    -
--------------------------------------------------------------- ------------------- ------------------ --------------------
                                                                         3,057,923            676,921              746,285
-------------------------------------------------------------- ------------------- ------------------ --------------------

</TABLE>


<PAGE>


                             CRYOPAK INDUSTRIES INC.

             CONSOLIDATED SCHEDULES OF SALES AND MARKETING EXPENSES

                               Year Ended March 31
                          (Stated in Canadian Dollars)


Schedule 3

<TABLE>
<CAPTION>
SALES AND MARKETING EXPENSES
                                                                   2001              2000              1999
                                                                     $                 $                $
------------------------------------------------------------ ------------------ ---------------- -----------------
<S>                                                                    <C>             <C>                 <C>
Bad debts                                                              125,711         (11,624)            53,529
Commissions                                                             90,997            2,098             4,144
Foreign exchange                                                      (82,396)           24,436            20,640
Marketing                                                              624,606          483,676           201,347
Product testing                                                         19,541           11,583                 -
Royalties                                                               69,154           60,035            53,328
Storage                                                                      -            4,581             4,507
Travel and entertainment                                               250,402          252,859           180,770
Vehicle                                                                 43,166           28,840            17,564
------------------------------------------------------------ ------------------ ---------------- -----------------
                                                                     1,141,181          856,484           535,829
------------------------------------------------------------ ------------------ ---------------- -----------------

</TABLE>

<TABLE>
<CAPTION>

ADMINISTRATION EXPENSES
                                                                   2001              2000              1999
                                                                     $                 $                $
------------------------------------------------------------ ------------------ ---------------- -----------------
<S>                                                                    <C>              <C>               <C>
Corporate printing, financial and public relations                     143,898          232,374           117,043
Management fees                                                        377,929          349,500           220,000
Office supplies and stationery                                         130,497           89,387            80,250
Professional fees                                                      222,518          227,339            98,867
Rent                                                                    66,130           52,868            53,915
Repair and maintenance                                                  27,847           37,391                 -
Salaries and benefits                                                  317,577          181,959           151,146
Telephone                                                               72,659           41,109            37,790
Filing, listing and transfer agent fees                                 17,697           23,678            25,289
------------------------------------------------------------ ------------------ ---------------- -----------------
                                                                     1,376,752        1,235,605           784,300
------------------------------------------------------------ ------------------ ---------------- -----------------

</TABLE>





Item 18. Financial Statements

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


Item 19. Financial Statements and Exhibits

No exhibits are attached with this annual report.


                                   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/ Douglas R. Reid
-------------------
Douglas R. Reid, Chief Financial Officer


10/15/2001
----------
Date