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, 2002

                                       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: 21,372,444 common at March 31, 2002.

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

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

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY  PROCEEDINGS  DURING THE PAST
FIVE  YEARS)  Indicate  by check  mark  whether  the  registrant  has  filed all
documents  and  reports  required  to be filed by Section 12, 13 or 15(d) of the
Securities  Exchange Act of 1934  subsequent to the  distribution  of securities
under a plan confirmed by a court Yes [ ] No [ ]

<PAGE>

PART  I

Item 1. Description of Business
-------------------------------

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

Cryopak Industries Inc.  ("Cryopak,  the "Company")  develops,  manufactures and
markets quality  temperature-controlling  products such as the premium  patented
Cryopak Flexible Ice(TM)  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.  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's sales have grown from $1,161,442 to $8,452,729 for its year
ended March 31, 2002.  Its earnings  before  depreciation,  interest and related
debt changes for the year ended March 31, 2002 totalled  $886,821  compared to a
loss of $250,777 in the prior year. The Company has focused on  identifying  key
markets where the  opportunities  for significant  sales volumes may exist or be
created.

Prior to  September  14,  2000,  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 and then to Cryopak  Corporation  on June 12, 2002.  Cryopak
(International) Inc. is a Barbados  corporation  incorporated on August 29, 1995
and is currently inactive. Additionally,  Cryopak 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.

<PAGE>

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

     o Continuing the  development of the product  through its ongoing  research
       efforts.
     o Identifying and pursuing target markets for its cryopak(Degree) product.
     o 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 Foods 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.  John  McEwen
replaced Harry Bygdnes as Chairman of the Company on May 28, 2002.

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  U.S.D.A  approved  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 2000,  2001, and 2002, are 87%, 75%, and 67%  respectively.
International  sales are 2%,  1%,  and 0% for  2000,  2001,  and 2002,  with the
majority to one customer, Nav Station. Sales within Canada are 11%, 24%, and 33%
for 2000, 2001, and 2002.

Three customers accounted for approximately 63%, 47%, and 35% of total sales for
the financial  years 2000,  2001, and 2002. They are Dura*Kold  Corp.,  Polyfoam
Packers, and Wyeth-Ayerst Labs for 2000 and World Kitchen,  Sunbeam Products and
Wyeth-Ayerst Labs for 2001 and 2002.

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.

<PAGE>

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

In addition,  public awareness  relating to the improper handling and storage of
perishable food and pharmaceutical products has increased. As a result, there is
increasing  pressure on producers,  transporters and sellers to ensure that such
products  are  stored  at  appropriate  temperatures  as they move  through  the
distribution chain to the consumer.  This pressure will result in an increase in
demand for the Company's products and services.

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 flexible ice(TM) blanket 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(Degree)"  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 also applied to have its corporate logo, k(Degree), trademarked.

The Company had four 100% wholly-owned subsidiaries at March 31, 2002:
----------------------------------------------------------------------

Cryopak  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 and to Cryopak  Corporation on June
12,  2002.  It has a wholly  owned  subsidiary,  Cryopak  Corporation,  a Nevada
corporation formed on March 20, 1987, which is currently inactive. 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. Since April 1, 2001, it has also provided custom packaging services to
its customers.

Northland Custom Packaging Inc. - was incorporated on February 3, 1993 under the
laws of the province of British  Columbia.  >From 1998 until September 14, 2000,
it has carried out the manufacturing activities for Cryopak under the control of
Cryopak.  It ceased to carry on its  provision of custom  packaging  services on
March 31, 2001.

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.

<PAGE>

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 expired on June 30, 2002 and the Company did not renew
that lease.  The  Company's  investor  relations  activities  were  relocated to
another office in downtown Vancouver.

Item 3. Legal Proceedings
-------------------------

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

Item 4. Control of Registrant
-----------------------------

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

The following table sets forth, as at July 15, 2002, 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.          2,108,704          9.86%
Common Shares             Bronfman group of companies      3,750,000         17.5%
Common Shares             Directors /Officers              1,684,544          7.88%
John Morgan               President, CEO & Director          566,500          2.65%
John McEwen               Chairman & Director                112,893          0.52%
Douglas R. Reid           CFO & Director                       7,250          0.03%
Harry Bygdnes             Director                           628,951          2.94%
Leigh Jeffs               Director                           368,950          1.72%

</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 TSX 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 TSX Venture Exchange. As at March 31, 2002, 368
American  shareholders  comprising of 30% 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 TSX Venture Exchange over the past two fiscal
years are as follows:

<PAGE>

<TABLE>
<CAPTION>
<S>                                                              <C>                   <C>
Fiscal Quarter                                                     High                   Low
April - June 2002                                                $ 1.30                $ 0.86
January - March 2002                                               1.49                  0.60
October - December 2001                                            0.76                  0.35
July - September 2001                                              0.60                  0.35
April - June 2001                                                  0.67                  0.40
January - March 2001                                               0.36                  0.36
October - December 2000                                            0.52                  0.30
July - September 2000                                              0.65                  0.46
April - June 2000                                                  1.00                  0.58

</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.

<PAGE>

Item 7. Taxation
----------------

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


Item 8. Selected Financial Data Item
------------------------------------

<TABLE>
<CAPTION>
                              Year Ended        Year Ended         Year Ended        Year Ended        Year Ended
                            March 31, 2002    March 31, 2001     March 31, 2000    March 31, 1999    March 31, 1998
<S>                         <C>               <C>                <C>               <C>               <C>
Net sales                   $8,452,729       $5,322,079          $1,592,901        $1,295,159        $1,161,442
Income (loss) from
  continuing operations     (  273,759)      (1,390,621)         (1,349,454)       (  912,068)       (  638,553)
Income (loss) from
  continuing operations
  per common share          (      0.01)     (     0.07)   (           0.07)       (     0.06)       (     0.05)
Total assets                  7,377,051       6,387,101           3,008,339         2,036,700         1,364,297
Long-term obligations and
redeemable preferred stock:
     Capital leases             567,722         421,456             156,320           249,057           320,015
     Long-term debt           3,467,213       3,329,906           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:

<PAGE>

<TABLE>
<CAPTION>
                                                                         2002             2001            2000
                                                                                       (restated)
<S>                                                                      <C>           <C>                <C>
Net loss in accordance with Canadian GAAP                                $(  273,759)  $( 1,390,621)      $( 1,328,987)
Reversal of amortization of deferred development costs (i)                         -          3,706             14,822
Adjustment for stock-based compensation of non-employees (ii)             (  317,871)   (    18,165)       (   120,169)
Reversal of accretion of debt portion of convertible loan (iii)              137,307        107,668                  -
Amortization of deferred financing costs allocated to                     (   13,842)   (    11,301)                 -
    convertible loan - equity (iii)
Net loss and comprehensive loss in accordance with U.S. GAAP              (  468,165)   ( 1,308,713)       ( 1,434,334)
Dividends paid on class A preferred shares, Series I                               -    (    63,600)       (    63,600)
Income available to common shareholders                                  $(  468,165)  $( 1,372,313)      $( 1,497,934)
Basic and diluted loss per share under U.S. GAAP                         $(     0.02)  $(      0.07)      $(      0.08)

</TABLE>

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

<TABLE>
<CAPTION>
                                  2002                                          2001 (restated)
                           Canadian    Adjustments    U.S. GAAP         Canadian GAAP   Adjustments      U.S. GAAP
<S>                        <C>         <C>            <C>               <C>             <C>              <C>
Convertible loan -         $3,467,213  $    170,287   $  3,637,500      $  3,329,906    $ 307,594        $  3,637,500
    liabilities
Convertible loan -            373,735  (    373,735)             -           373,735     (373,735)                  -
    equity
Other assets                2,866,913         16,384     2,883,297         3,069,403       30,226           3,099,629
Share capital                 846,650     11,479,313    12,325,963        12,045,664            -          12,045,664
Additional paid-in                  -      1,154,299     1,154,299                 -      836,428             836,428
    capital
    Deficit                $( 448,039)  $(12,413,780) $(12,861,819)     $(11,653,593)  $( 740,061)       $(12,393,654)

</TABLE>

As of July 31, 2002,  the exchange rate between the United States and Canada was
US$1.00 per Cdn$1.5829.  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, 2002                            $ 1.5988            $ 1.5652           $ 1.5069           $ 1.6184
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

</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.

<PAGE>

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 2002 and
2001,  the Company  raised funds through the issuance of  convertible  debt, the
particulars  of which are described in Note 11 of the financial  statements  for
the year ended March 31, 2002. The proceeds thereof were utilized to finance the
acquisition of the Northland group of companies and to provide working capital.

Subsequent to the acquisition of the Northland companies, the Company negotiated
a revolving operating loan to meet its operational requirements.

The following  table  summarizes  the sources of capital and its use thereof for
the 2000, 2001 and 2002 fiscal years.

<TABLE>
<CAPTION>
Sources of Capital                       June 30, 2002     March 31, 2002    March 31, 2001     March 31, 2000
                                          (3 months)
<S>                                      <C>               <C>               <C>                <C>
Issue of shares                          $ 5,481,660       $   10,299        $   216,160        $  654,186
Proceeds from convertible loan                     -                -          2,140,973         1,455,000
Proceeds/(Repayment)     of    notes/    (   547,321)      (  122,255)
capital lease obligation                                                          89,364        (   73,924)
Lines of credit                              494,852          304,624             34,485                 -
Operations                                         -                -                  -                 -
-------------------------------------- ------------------ ----------------- ------------------ ------------------
Cash from financing                      $ 5,429,191       $  192,668        $ 2,480,982        $2,035,262

</TABLE>

The cash raised was applied to:

<TABLE>
<CAPTION>
<S>                                      <C>               <C>               <C>                <C>
Operations                               $ 1,342,031       $( 108,051)       $ 1,148,876        $ 1,231,291
Acquisition of subsidiaries                        -                -          2,401,554                  -
Acquisition of capital assets                 20,079           80,314        (   134,478)            82,394
Investments                                4,005,980                -
Other repayments                                   -          200,794            403,902                  -
-------------------------------------- ------------------ ----------------- ------------------ ------------------
                                           5,368,090          173,057          3,819,854          1,313,685
-------------------------------------- ------------------ ----------------- ------------------ ------------------
Increase/(Decrease) in cash                $  61,101        $  19,611        $(1,338,872)         $ 721,577

</TABLE>

In the  quarter  ended June 30,  2002,  the  Company  received  net  proceeds of
$5,481,660  from a private  placement of its common  shares.  A portion of these
funds were used for working  capital.  The balance has been set aside to finance
corporate growth.

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
$1,132,000 of which  $932,000 are currently  available.  An additional  $200,000
will be available upon  satisfactory  completion of security  arrangements.  The
Company will negotiate additional lines as its requirements increase.

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.

<PAGE>

<TABLE>
<CAPTION>
                                         March 31, 2002           March 31, 2001          March 31, 2000
                                                                    (restated)
<S>                                    <C>       <C>            <C>      <C>            <C>       <C>
Sales                                  100%      $8,452,729     100%     $ 5,322,079    100%      $ 1,592,901
Cost of sales                           54%       4,573,482      58%       3,105,311     46%          730,476
------------------------------------ ------- --------------- -------- -------------- -------- ---------------
Gross profit                            46%       3,879,247      42%       2,216,768     54%          862,425
Selling & administrative costs          35%       2,992,426      46%       2,470,545    128%        2,038,534
------------------------------------ ------- --------------- -------- -------------- -------- ---------------
Net loss                                 3%       $ 273,759      26%     $(1,390,621)    83%      $(1,328,987)

</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 59% in 2002, 234%
in 2001,  and 23% in 2000. Of the total sales in fiscal 2002,  $3,359,947 was by
Cryopak showing an increase of 44% over fiscal 2001.  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 $4,573,482 or 54% of sales from 2002,
58% of sales in 2001,  and 46% in 2000. 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  $3,879,247  from  $2,216,768  in  2001  while  the  gross  profit
percentage  increased  to 46% from  42% in  2001.  The  Northland  product  line
generates  lower gross profit  margins than the Cryopak  product line.  However,
Cryopak  sales have  increased  from  $2,325,806  to  $3,359,947  to explain the
increase in the gross profit margin percentage. The cost of sales increased from
2000 to 2001 due to an increase in sales.

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 $2,992,426 from
$2,470,545,  an increase  of  $521,881.  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. However, such costs have decreased to
35% from 46% of sales in 2001 and 128% of sales in 2000.

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.
It has insured its larger accounts against credit losses.

<TABLE>
<CAPTION>
                                                          2002                2001                2000
<S>                                                       <C>                 <C>                 <C>
Bad debt (recovered)                                      $   61,424          $  125,711          $(11,625)
As a percentage of sales                                         0.7%                2.4%              N/A

</TABLE>

<PAGE>

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

Approximately  67% of the Company's sales revenue were derived outside Canada in
fiscal 2002 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 11 in financial statements.

Of the notes payable to related  parties,  the whole amount is interest free and
repayable at $10,667 per month.

As at March 31,  2002,  the  capitalized  amount  owing  under  long-term  lease
contracts  was $567,722  with fixed  interest  rates  ranging from 10.25% to 18%
until maturity. See Note 12 of financial statements.

Item 10. Directors and Officers of Registrant
---------------------------------------------

The table  below is a list of all  directors  and  officers of the Company as at
July 31, 2002. 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                 Director
Robert Leigh Jeffs            Director
Douglas R. Reid               CFO, Director
John F. Morgan                President & CEO, Director
John McEwen                   Chairman, Director
Ross Morrison                 Director
Harley D. Sinclair            Secretary

</TABLE>

* Please note that Robert Fisher, Robert Fetherstonhaugh,  and Donald Lyons were
appointed to the Board of Directors at the Company's  Annual General  Meeting on
September 9, 2002 and Douglas Reid resigned from the Board of Directors.

<PAGE>

Harry  Bygdnes,  Director  since 1981.  Mr.  Bygdnes was formerly the  Chairman,
President and CEO for Cryopak Industries Inc.

Robert Leigh  Jeffs,  Director  since 1990.  Mr. Jeffs served as CFO for Cryopak
Industries Inc. from March 1999 to January 2001. He is currently a consultant to
Wet Coast Capital  Corp. He began working for Wet Coast January 2001.  Mr. Jeffs
also served as President of Cryopak Corporation from 1990 to 1999.

Douglas R. Reid, Chief Financial Officer since 2000 and Director since 1990. Mr.
Reid is currently CFO for Cryopak  Industries Inc. and Cryopak  Corporation.  He
also serves as President for Douglas R. Reid Inc.

John F. Morgan,  President, CEO and Director since 1999. Mr. Morgan is currently
the  President and CEO for Cryopak  Industries  Inc. He also serves as Secretary
and Director for Peak Capital Corp.

Harley D. Sinclair, Secretary. Mr. Sinclair is a self employed attorney with the
firm  Godinho  Sinclair  Shields.  He currently  acts as  Secretary  for Cryopak
Industries Inc.

John McEwen,  Director since 1995 and Chairman since May 2002. Mr. McEwen serves
as Director and Chairman for Cryopak  Industries Inc. He is currently  President
and Co-CEO of Discovery Capital Corporation.

Ross G.  Morrison,  Director  since 1999.  He  currently  serves as Director for
Cryopak  Industries Inc. 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.

Item 11. Compensation of Directors and Officers
-----------------------------------------------

During the Company's  last fiscal year ended March 31, 2002, the Company paid an
aggregate of Cdn$415,876  to its officers.  Two directors were paid $242,479 for
management services,  one director was paid $128,000 in a retirement  allowance,
and one director was paid $45,397 for 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>

Summary Compensation Table
--------------------------

<TABLE>
<CAPTION>
                   Annual Compensation                                      Long-Term Compensation
                                                                                Awards                Payouts
Name & principal    Fiscal      Salary     Bonus       Other         Securities      Restricted       LTIP       All other
position of         year          ($)       ($)        annual        granted under   shares or        payouts    compensation
executive officer   ending                             compensation  options/SARS    restricted       ($)        ($)
                                                          ($)        granted (#)     share units ($)
<S>                 <C>         <C>        <C>       <C>             <C>             <C>              <C>        <C>
John F. Morgan      Mar. 31,    $10,000    Nil       $166,478        Nil              Nil             Nil        $200,000
President & CEO     2002
---------------     ---------   --------   -------   ----------- ----------------- --------------     ---------- --------------
Douglas R. Reid     Mar. 31,    $0         Nil       $96,000         Nil              Nil             Nil        $      0
CFO & Director      2002
---------------     ----------  --------   -------   ----------- ----------------- --------------     ---------- --------------
John McEwen         Mar. 31,    $0         Nil       $     0         Nil              Nil             Nil        $      0
Chairman & Director 2002
------------------- ----------  --------   -------   ----------- ----------------- --------------     ---------- --------------
R. Leigh Jeffs      Mar. 31,    $0         Nil       $ 45,397        Nil              Nil             Nil        $      0
Director            2002
------------------- ----------  --------   -------   ----------- ----------------- --------------     ---------- --------------
Harry Bygdnes       Mar. 31,    $0         Nil       $128,000        Nil              Nil             Nil        $      0
Director            2002
------------------- ----------  --------   -------   ----------- ----------------- --------------     ---------- --------------
Ross Morrison       Mar. 31,    $0         Nil       $      0        Nil              Nil             Nil        $      0
Director            2002
------------------- ----------  --------   -------   ----------- ----------------- --------------     ---------- --------------
Harley D. Sinclair  Mar. 31,    $0         Nil       $      0        Nil              Nil             Nil        $      0
Secretary           2002

</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                       None                      N/A                                N/A               N/A
R. Leigh Jeffs                      300,000                   46%                                $0.50             June 27, 2006
John F. Morgan                      None                      N/A                                N/A               N/A
Douglas R. Reid                     None                      N/A                                N/A               N/A
Harley D. Sinclair                   50,000                    8%                                $0.50             June 27, 2006
John McEwen                         None                      N/A                                N/A               N/A
Ross G. Morrison                    100,000                   15%                                $0.50             June 27, 2006

</TABLE>

Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Name of Executive        Securities Acquired   Aggregate Value  Unexercised Options/SARS at    Value of Unexercised in the Money
Officer                  Exercise (#)          Realized ($)     Fiscal Year End (#)            Options/SARS at Fiscal Year End ($)
                                                                Exercisable/Unexercisable      Exercisable/Unexercisable
<S>                      <C>                   <C>              <C>                            <C>
John Morgan              Nil                   Nil              600,000 exercisable            $294,000 exercisable
                                                                150,000 unexercisable          $ 73,500 unexersiable
Douglas R. Reid          Nil                   Nil              262,500 exercisable            $118,125 exercisable
                                                                 87,500 unexercisable          $ 39,375 unexercisable
John McEwen              Nil                   Nil              Nil                            Nil
Harry Bygdnes            Nil                   Nil              511,000 exercisable            $357,230 exercisable
R. Leigh Jeffs           Nil                   Nil              725,500 exercisable            $515,065 exercisable
                                                                112,500 exercisable            $ 84,375 unexercisable
Ross Morrison            Nil                   Nil               62,500 exercisable            $ 46,875 exercisable
                                                                 37,500 unexercisable          $ 28,125 unexercisable
Harley Sinclair          Nil                   Nil               31,250 exercisable            $ 23,437 exercisable
                                                                 18,750 unexercisable          $ 14,063 unexercisable

</TABLE>

<PAGE>

Item 12. Options to Purchase Securities from Registrant or Subsidiaries
-----------------------------------------------------------------------

As of March 31, 2002, 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>
  750,000                 $ 0.76                March 19, 2004
  682,000                   0.57                February 1, 2005
   50,000                   0.65                February 1, 2005
  120,000                   0.65                July 13, 2005
  367,000                   0.52                September 8, 2005
  510,000                   0.63                September 15, 2005
  530,000                   0.80                February 15, 2006
   50,000                   0.68                March 27, 2006
   10,000                   0.75                June 1, 2006
  470,000                   0.50                June 27, 2006
   20,000                   0.55                July 16, 2006
   50,000                   0.68                September 18, 2006
   50,000                   0.35                October 1, 2006
   50,000                   0.68                October 31, 2006
3,709,000

</TABLE>

The total amount of securities  called for by all such options held by directors
and officers of the Company, as a group, is 3,109,000.


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 $25,433 during the fiscal
year ended March 31, 2000; $154,092 during the fiscal year ended March 31, 2001;
and  $150,567  during  fiscal  year ended March 31,  2002.  The  unsecured  cash
advances  were paid against  royalties,  which were less than  anticipated.  The
advances bear interest at 4.5% per annum the balance must be repaid 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, 2002                                       $      -                      $60,308
March 31, 2001                                       $183,333                      $42,072
March 31, 2000                                       $220,000                      $33,552

</TABLE>

For fiscal year March 31, 2002,  a retirement  allowance of $128,000 was paid to
one  director  and $45,397 was paid to the other  director  for  consulting  and
advisory services.

<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
Item 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
-----------------------------

                             CRYOPAK INDUSTRIES INC.

                        CONSOLIDATED FINANCIAL STATEMENTS
                        For the Year Ended March 31, 2002


<PAGE>


Cryopak Industries
1053 Derwent Way, Delta, BC V3M 5R4 Canada
604.515.7977 ph 604.515.7978 fx 800.667.2532 tf
Website: www.cryopak.com
Symbol: CII.CDNX/CYPKF.OTCBB

          President's Comments for the Fiscal Year ended March 31, 2002

Cryopak continues to demonstrate significant growth and business expansion right
through the end of fiscal 2002 and set an annual sales record of $8.45  million.
The year was characterized by significant growth in all segments of our business
and only fell short of our target in the final quarter. This small short-fall in
the final quarter  appears to have been caused by "timing",  as expected  fourth
quarter  orders  moved into  fiscal  2003.  In fact we managed to  complete  the
"Costco Wholesale"  relationship in the first quarter and others are anticipated
later in the year. All in all the year was one of enormous success with exciting
results. Some highlights include:

     -    Record sales for the year at $8.45 million,  a 58.8% increase over our
          2001 record.

     -    Our first "annual" positive cash flow from operations,  with EBITDA at
          $886,821; this was just slightly below our target of $1.0 million.

     -    Record sales for Cryopak product up 44% versus our previous record.

     -    Our profit target for the year of $250,000 was not realized.  In fact,
          the  Company  suffered  a loss of  $273,000  which  was the  result of
          incremental  investment  in marketing  activities,  and an  accounting
          change relating to the equity portion of our convertible loan.

     -    Marketing investment included:

     -    Unplanned  production of two  television  commercials  for both Simply
          Cozy and the  Flexible  Ice(TM)Blanket  to aid in the  sell-in of both
          brands,

     -    An unplanned media test for Simply Cozy during the Christmas period on
          both   television  and  radio  (media  time  became   available  at  a
          significantly reduced cost),

     -    Increased spending on promotion and demos to support the media test; o
          Unplanned  marketing research to assess the impact of all of the above
          activities.

We expect  that our  investment  of  $125,000  will have a definite  incremental
impact on our results in 2003.  And, as a direct  result we have  planned a U.S.
media  test-market for the fourth quarter of 2003, which if as successful as our
Canadian  experience  will be  rolled-out in early 2004 to impact our results at
that time.

     -    Marketing results included the following:

     -    Record sales of Simply Cozy,

     -    Addition of the "mini sleeve" package for the Flexible Ice(TM) Blanket
          - a pharmacy sized package,

     -    The addition of new retail outlets;  Walmart Canada, The Bay, Zellers,
          Costco  Canada,  o Product  testing  at Sam's  Club,  Costco,  CVS and
          Canadian Tire,

     -    New distributors: Delta Packaging, Pak West Paper & XpedX;

     -    New pharmaceutical services contracts with Wyeth Canada, Glaxo Canada,
          and Vivus Pharma.

     -    Successful integration of the Northland companies.

     -    The expansion of our Technical  Advisory Board to include:  Dr William
          Hitchings  currently Vice President of the Quantic Group,  an industry
          "quality"  facilitator  and Vincent  Migliore,  a prominent  packaging
          specialist.

<PAGE>

     -    The first ever Advisory Board Meeting in January at our plant.

     -    The first  resignation from our Advisory Board (which turned out to be
          a positive),  as Mr. Migliore decided to join the company full-time as
          Vice President of Package Development.

     -    The successful  completion of our financing  project with the addition
          of our new strategic partners, the Claridge/Bronfman  Group and Sandoz
          Foundation Financial Services group of Geneva.

     -    The  expansion  of our vision to include  all  aspects of  temperature
          controlled  packaging  and the  acceptance  of our mission "To build a
          $100  million  company  in five  years"  by  implementing  our  growth
          strategy,   which  calls  for  both  organic   growth  and  growth  by
          acquisition.

     -    Preliminary  contact was made with all of our acquisition  targets and
          several indicated a willingness to move forward.  We will move forward
          with companies that allow us to build critical mass and to exploit our
          knowledge base. No acquisition  will be made unless it is accretive to
          earnings and its  products and services are of strategic  significance
          for both our mission and our vision.

     -    The  Company  was  retained  by an  outside  group to  develop a "food
          service"  product that exploits our knowledge base and our technology.
          Significant  development  work has been completed and a patent will be
          applied for in 2003.

Our main  objective  for 2003 is to  accelerate  our growth while  demonstrating
significant  profit growth - and early indications are very positive.  We expect
to complete an acquisition in 2003 that will be consistent with our strategy and
which  will  broaden  our  strategic  options.  Further,  we fully  expect to be
operating  in other  parts of the  world  by the end of our  next  fiscal  year.
Management is of the opinion that shareholder  value will continue to be created
in 2003 and that  significant  progress will be made towards  accomplishing  our
vision.


ON BEHALF OF THE BOARD OF DIRECTORS

/s/ "John F. Morgan"
--------------------
John F. Morgan
President

<PAGE>


Auditors' Report to the Shareholders

We have audited the consolidated  balance sheet of Cryopak Industries Inc. as at
March 31, 2002 and the  consolidated  statements of  operations  and deficit and
cash  flows  for  the  year  then  ended.  These  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 Canadian  generally  accepted auditing
standards  and auditing  standards  generally  accepted in the United  States of
America.  Those  standards  require  that we plan and perform an audit to obtain
reasonable  assurance  whether  the  financial  statements  are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statement presentation.

In our opinion,  these consolidated  financial statements present fairly, in all
material  respects,  the financial  position of the Company as at March 31, 2002
and the results of its  operations and its cash flows for the year then ended in
accordance with Canadian generally accepted accounting  principles.  As required
by the Company Act (British  Columbia),  we report that,  in our opinion,  these
principles have been applied, after giving retroactive effect to the adoption of
the new accounting  standard relating to earnings per share as described in note
4 to the consolidated financial statements, on a consistent basis.

The  consolidated  financial  statements  as at March 31, 2001 and for the years
ended  March  31,  2001 and  2000  were  audited  by  other  firms of  chartered
accountants who, prior to the adjustments  related to the restatement  described
in note 2 to the consolidated  financial statements,  expressed opinions without
reservation on those  statements in their reports dated June 6, 2001 and June 9,
2000.  We have  audited  the  adjustments  to the  2001  consolidated  financial
statements and, in our opinion, such adjustments,  in all material respects, are
appropriate and have been properly applied.



/s/ "KPMG LLP"
--------------
Chartered Accountants

Vancouver, Canada
May 31, 2002


<PAGE>

CRYOPAK INDUSTRIES INC.
Consolidated Balance Sheets
(Expressed in Canadian dollars)

March 31, 2002 and 2001

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                                                           2002                 2001
---------------------------------------------------------------------------------------------------------------
                                                                                                (Restated
                                                                                                - note 2)
<S>                                                                        <C>                  <C>
Assets

Current assets:
     Cash and cash equivalents                                             $       42,615       $       23,004
     Short-term investments (note 10)                                             132,000              132,000
     Accounts receivable (Schedule 1)                                           1,949,428            1,524,818
     Advances to related company (note 8)                                         150,567              154,092
     Inventory (note 6)                                                           838,052              623,217
     Prepaid expenses                                                             314,667               36,227
--------------------------------------------------------------------------------------------------------------
                                                                                3,427,329            2,493,358
Property, plant and equipment (note 7)                                          1,082,809              824,340
Other assets (note 9)                                                           2,866,913            3,069,403
--------------------------------------------------------------------------------------------------------------

                                                                           $    7,377,051       $    6,387,101
--------------------------------------------------------------------------------------------------------------
Liabilities and Shareholders' Equity

Current liabilities:
     Bank indebtedness (note 10)                                           $      417,797       $      113,173
     Accounts payable and accrued liabilities                                   1,862,375            1,199,563
     Current portion of notes payable to related parties                          503,129              520,400
     Current portion of obligations under capital lease                           180,469              124,130
--------------------------------------------------------------------------------------------------------------
                                                                                2,963,770            1,957,266
Convertible loan (note 11)                                                      3,467,213            3,329,906
Notes payable to related parties (note 8)                                               -              106,667
Obligations under capital lease (note 12)                                         567,722              421,456
--------------------------------------------------------------------------------------------------------------
                                                                                6,998,705            5,815,295

Shareholders' equity:
     Share capital (note 13)                                                      846,650           12,045,664
     Convertible loan (note 11)                                                   373,735              373,735
     Share purchase loan (note 15)                                               (394,000)            (194,000)
     Deficit                                                                     (448,039)         (11,653,593)
--------------------------------------------------------------------------------------------------------------
                                                                                  378,346              571,806
--------------------------------------------------------------------------------------------------------------

                                                                           $    7,377,051       $    6,387,101
--------------------------------------------------------------------------------------------------------------

</TABLE>

Operations (note 1)
Commitments (note 18)
Subsequent event (note 22)

See accompanying notes to consolidated financial statements.

Approved on behalf of the Board:

/s/ "John F. Morgan"                                     /s/ "Douglas R. Reid"
--------------------                                     ---------------------
Director                                                 Director

<PAGE>

CRYOPAK INDUSTRIES INC.
Consolidated Statements of Operations and Deficit
(Expressed in Canadian dollars)

Years ended March 31, 2002, 2001 and 2000

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                     2002                2001                  2000
--------------------------------------------------------------------------------------------------------------
                                                                         (Restated
                                                                         - note 2)
<S>                                                  <C>                 <C>                   <C>
Sales                                                $      8,452,729    $     5,322,079       $     1,592,901

Cost of sales (Schedule 2)                                  4,573,482          3,105,311               730,476
--------------------------------------------------------------------------------------------------------------

Gross profit                                                3,879,247          2,216,768               862,425

Expenses:
     Sales and marketing (Schedule 3)                       1,501,687          1,372,557               962,279
     Administration (Schedule 3)                            1,490,739          1,097,988             1,076,255
     Amortization                                             338,643            336,005               162,113
     Interest on bank operating line                           59,326             34,008                 8,648
--------------------------------------------------------------------------------------------------------------
                                                            3,390,395          2,840,558             2,209,295
--------------------------------------------------------------------------------------------------------------

Earnings (loss) from operations                               488,852           (623,790)           (1,346,870)

Other income (expenses):
     Retirement allowance (note 8(b))                               -           (234,667)                    -
     Investment income                                         18,815             74,488                31,318
     Interest on long-term debt and other
       finance costs                                         (781,426)          (606,652)              (33,902)
--------------------------------------------------------------------------------------------------------------
                                                             (762,611)          (766,831)               (2,584)
--------------------------------------------------------------------------------------------------------------

Loss before income taxes                                     (273,759)        (1,390,621)           (1,349,454)

Deferred income tax recovery                                        -                  -                20,467
--------------------------------------------------------------------------------------------------------------

Loss for the year                                            (273,759)        (1,390,621)           (1,328,987)

Deficit, beginning of year                                (11,653,593)       (10,199,372)           (8,806,785)

Dividend paid on class A preferred shares                           -            (63,600)              (63,600)

Allocation of deficit to reduce share
   capital (note 13(e))                                    11,479,313                  -                     -
--------------------------------------------------------------------------------------------------------------

Deficit, end of year                                 $       (448,039)   $   (11,653,593)      $   (10,199,372)
--------------------------------------------------------------------------------------------------------------

Loss per share (notes 2 and 17)                      $         (0.01)    $         (0.07)      $         (0.08)

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

</TABLE>

          See accompanying notes to consolidated financial statements.

<PAGE>

CRYOPAK INDUSTRIES INC.
Consolidated Statements of Cash Flows
(Expressed in Canadian dollars)

Years ended March 31, 2002, 2001 and 2000

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                                                     2002                2001                  2000
----------------------------------------------------------------------------------------------------------------
                                                                         (Restated
                                                                         - note 2)
<S>                                                  <C>                 <C>                   <C>
Cash provided by (used in):

Operations:
     Loss for the year                               $       (273,759)   $    (1,390,621)      $    (1,328,987)
     Items not involving cash:
         Amortization                                         446,051            407,539               162,113
         Accretion of convertible loan                        137,307            107,668                     -
         Bonus shares                                          50,000                  -                     -
         Deferred income taxes                                      -                  -               (20,467)
     Changes in non-cash operating working capital:
         Accounts receivable                                 (424,610)          (170,566)              (51,641)
         Advances to related company                            3,525             39,564              (116,472)
         Prepaid expenses                                    (278,440)            (1,845)               (6,807)
         Inventory                                           (214,835)          (189,997)             (148,436)
         Accounts payable and accrued liabilities             662,812             49,382               279,406
---------------------------------------------------------------------------------------------------------------
                                                              108,051         (1,148,876)           (1,231,291)

Investments:
     Acquisition (note 5)                                           -         (2,401,554)                    -
     Purchase of property, plant and equipment                (80,314)           (40,522)              (82,394)
     Proceeds on disposal of property, plant and
       equipment                                                    -            175,000                     -
     Purchase of intangible assets                                  -           (403,902)                    -
---------------------------------------------------------------------------------------------------------------
                                                              (80,314)        (2,670,978)              (82,394)

Financing:
     Financing costs                                          (76,856)                 -                     -
     Proceeds from bank indebtedness                          304,624             34,485                     -
     Repayment of capital lease                              (122,255)           (97,101)              (73,924)
     Issuance of shares for cash                               10,299            216,160               654,186
     Proceeds from convertible loan                                 -          2,140,973             1,455,000
     Proceeds from notes payable                                    -            462,097                     -
     Repayment of notes payable                              (123,938)          (275,632)                    -
---------------------------------------------------------------------------------------------------------------
                                                               (8,126)         2,480,982             2,035,262
---------------------------------------------------------------------------------------------------------------

Increase (decrease) in cash and cash
   equivalents                                                 19,611         (1,338,872)              721,577

Cash and cash equivalents, beginning of year                   23,004          1,361,876               640,299
---------------------------------------------------------------------------------------------------------------

Cash and cash equivalents, end of year               $         42,615    $        23,004       $     1,361,876
---------------------------------------------------------------------------------------------------------------

</TABLE>

Supplementary information (note 19).

          See accompanying notes to consolidated financial statements.

<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
(Expressed in Canadian dollars)

Years ended March 31, 2002, 2001 and 2000

1.   Operations:

     Cryopak  Industries Inc. (the "Company") is 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
     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.

     During the years ended March 31, 2002, 2001 and 2000, the Company  incurred
     losses  of  $273,759,  $1,390,621  (restated  -  note  2)  and  $1,328,987,
     respectively. As at March 31, 2002, the Company has a deficit of $448,039.

     These  consolidated  financial  statements  have been  prepared  on a going
     concern basis in accordance  with Canadian  generally  accepted  accounting
     principles.  The going  concern basis of  presentation  assumes the Company
     will  continue  in  operation  through  the next  fiscal  year and into the
     foreseeable future and will be able to realize its assets and discharge its
     liabilities in the normal course of business.

2.   Restatement:

     Subsequent  to the issuance  and  recording of the  convertible  loan,  the
     Company has determined that the equity  component of the  convertible  loan
     was  calculated  improperly  and that the  required  accretion  of the debt
     component  through  a charge  to  interest  expense  was not  recorded.  In
     addition,  because  the  restated  equity  value is  lower,  the  amount of
     deferred  financing  costs  allocated  to the  equity  component  should be
     adjusted  proportionately.  The consolidated  financial  statements for the
     year ended March 31, 2001 have been  restated to record these  adjustments.
     The impact of this  restatement on the March 31, 2001 financial  statements
     is as follows:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                       As previously
                                                       reported            Adjustment          Restated
--------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                 <C>                  <C>
     As at March 31, 2001:
         Convertible loan-liability                    $    2,628,530      $      701,376       $    3,329,906
         Convertible loan-equity                              908,073            (534,338)             373,735
         Other assets                                       3,026,190              43,213            3,069,403
         Deficit                                           11,529,768             123,825           11,653,593

     Year ended March 31, 2001:
         Interest on long-term debt and other
           finance costs                                      482,827             123,825              606,652
         Loss for the year                                  1,266,796             123,825            1,390,621
         Loss per share                                         0.06                 0.01                 0.07
---------------------------------------------------------------------------------------------------------------

</TABLE>

     Accretion of the effective  debt discount of $137,307 has been recorded for
     the year ended March 31, 2002.


<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
(Expressed in Canadian dollars)

Years ended March 31, 2002, 2001 and 2000


3.   Significant accounting policies:

     These  financial  statements have been prepared by management in accordance
     with accounting  principles  generally accepted in Canada. A reconciliation
     of material measurement differences between these principles and accounting
     principles generally accepted in the United States is shown in note 21.

     (a)  Principles 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 5) and Northland  Ice Gel  Incorporated
          (note 5). The accounts of its  subsidiaries are included from the date
          of acquisition. All significant intercompany transactions and balances
          have been eliminated.

     (b)  Use of estimates:

          The  preparation of financial  statements in conformity  with Canadian
          generally accepted  accounting  principles requires management to make
          estimates and assumptions  that affect the reported  amounts of assets
          and liabilities and disclosure of contingent assets and liabilities at
          the date of the  financial  statements  and the  reported  amounts  of
          revenues and expenses during the reporting  period.  Significant areas
          requiring  the use of  management  estimates  include  assessments  of
          impairment of property,  plant,  equipment,  goodwill and patents, for
          rates of  amortization  and on  recoverability  of future  income  tax
          balances. Actual results could differ from those estimates.

     (c)  Cash equivalents:

          Cash equivalents include short-term deposits,  which are highly liquid
          securities  with a term to  maturity  of  three  months  or less  when
          acquired. Short-term deposits are valued at cost.

     (d)  Short-term investments:

          Short-term  investments  are  recorded at the lower of cost and quoted
          market value.

     (e)  Inventory:

          Inventory is valued at the lower of cost and estimated net  realizable
          value. Cost is determined by the first-in first-out ("FIFO") method of
          valuation.  Included  in the  cost of  finished  goods  is the cost of
          materials, direct labour, and an allocation of overhead costs.


<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
(Expressed in Canadian dollars)

Years ended March 31, 2002, 2001, and 2000


3.   Significant accounting policies (continued):

     (f)  Property, plant and equipment:

          Property,   plant  and  equipment  are  initially  recorded  at  cost.
          Amortization  is subsequently  provided on a straight-line  basis over
          the following periods:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
Asset                                                                                       Period
-----------------------------------------------------------------------------------------------------
<S>                                                                                           <C>
Computer hardware                                                                             3 years
Computer software                                                                             2 years
Furniture, fixtures machinery and office equipment                                          5-7 years
-----------------------------------------------------------------------------------------------------
</TABLE>

          Amortization of leasehold  improvements is provided on a straight-line
          basis over the lesser of their useful lives or the term of the related
          lease.

     (g)  Patent licence:

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

     (h)  Goodwill:

          Goodwill  represents  the excess of  consideration  paid over the fair
          values of the net  identifiable  assets acquired on purchase  business
          combinations  and is amortized on a  straight-line  basis over periods
          ranging  from  seventeen  to twenty  years.  The Company  periodically
          evaluates  the  carrying  value of goodwill  for  potential  permanent
          impairment.  In  order to  determine  if such a  permanent  impairment
          exists,  the  Company's  management  considers  each  business  unit's
          financial  condition  and  projected  future  earnings  before  tax. A
          permanent  impairment in goodwill is included in amortization  expense
          in the year such impairment is recognized.

     (i)  Revenue recognition:

          Revenue from products is recognized once a sales  arrangement  exists,
          delivery has occurred,  the revenue is determinable and collectability
          is reasonably  assured,  which is generally upon the later of shipment
          or when title  passes to the  customer  depending  on the  contractual
          terms.  When  applicable,  a provision is made at the time of sale for
          anticipated  sales returns.  The Company bases its estimates for sales
          returns on historical  experience and has not experienced  significant
          variations between estimated and actual return activity.

<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
(Expressed in Canadian dollars)

Years ended March 31, 2002, 2001, and 2000


3.   Significant accounting policies (continued):

     (j)  Income taxes:

          The Company follows the asset and liability  method for accounting for
          income  taxes.  Under  this  method,  future  income  tax  assets  and
          liabilities  are  recognized  for the future  income tax  consequences
          attributable to differences  between the financial  statement carrying
          values of assets and liabilities and their respective income tax bases
          ("temporary   differences")  and  for  tax  loss  carryforwards.   The
          resulting  changes in the net future income tax asset or liability are
          included  in income.  Future  income tax  assets and  liabilities  are
          measured using enacted or substantively  enacted tax rates expected to
          apply to taxable  income in the years in which  temporary  differences
          are expected to be recovered or settled.  The effect on future  income
          tax assets and  liabilities  of a change in tax rates is  included  in
          income in the period that  includes the  substantive  enactment  date.
          Future  income tax  assets are  evaluated  and if  realization  is not
          considered  to be "more  likely than not",  a valuation  allowance  is
          provided.

     (k)  Translation of foreign currencies:

          The functional currency of the Company, including its subsidiaries, is
          the Canadian dollar. Transactions in foreign currencies are translated
          into  Canadian  dollars  at  the  exchange  rates  in  effect  on  the
          transaction date.  Monetary items expressed in foreign  currencies are
          translated  into Canadian  dollars at the exchange  rates in effect at
          the balance sheet date.  The resulting  exchange  gains and losses are
          recognized in income.

     (l)  Financing costs:

          Financing  costs  incurred  prior to the completion of a financing are
          deferred  and are  expensed  if the  financing  is  abandoned.  If the
          transaction is completed,  financing  costs related to debt securities
          are  deferred  and  amortized  over the term of the  related  debt and
          financing  costs  related  to  equity  securities  are  recorded  as a
          reduction  of the stated  value of the  applicable  equity.  Financing
          costs related to the convertible  loan have been allocated to the debt
          and  equity  components  based on their  relative  fair  values at the
          inception of the  arrangement.  The deemed debt discount  equal to the
          value  assigned  to the  conversion  option  classified  in  equity is
          accreted over the term of the debt by the effective  interest  method.
          Any  unamortized  balance of deferred  financing costs relating to the
          conversion  of a portion  of the  convertible  loan will be charged to
          common shares at the time of conversion.

     (m)  Research and development costs:

          Research  costs  are  expensed  as  incurred.  Development  costs  are
          expensed as incurred unless they meet certain specified criteria under
          generally   accepted   accounting    principles   for   deferral   and
          amortization.  No development  costs have been deferred in the current
          period as these criteria were not met.


<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
(Expressed in Canadian dollars)

Years ended March 31, 2002, 2001, and 2000


3.   Significant accounting policies (continued):

     (n)  Stock-based compensation:

          The Company has a stock-based compensation plan, which is presented in
          note 13(b). No  compensation  expense is recognized for this plan when
          share   options  are  issued  to  employees  or   non-employees.   Any
          consideration  paid on exercise of share  options is credited to share
          capital.

     (o)  Segmented information:

          The Company uses the management approach in reporting  segments.  This
          approach  designates  that the internal  organization  that is used by
          management for making operating decisions and assessing performance is
          the source of the  segments.  The required  segmented  information  is
          disclosed in note 20.

     (p)  Related party transactions:

          Related party  transactions are in the normal course of operations and
          are  measured  at  the  exchange  amount,   which  is  the  amount  of
          consideration established and agreed to by the related parties.

     (q)  Comparative figures:

          Certain comparative figures have been reclassified to conform with the
          financial statement presentation adopted in the current year.

4.   New accounting pronouncements:

     During the year,  the Company  adopted the Canadian  Institute of Chartered
     Accountants' new recommendations on earnings per share calculations.  Under
     these recommendations,  the basic earnings (loss) per share continues to be
     calculated using the weighted  average number of common shares  outstanding
     during the  period.  If in a reporting  period the Company has  outstanding
     dilutive equity  instruments,  the diluted earnings (loss) per share is now
     calculated using the treasury stock method.  The new  recommendations  have
     been  applied  retroactively  and  there  was  no  impact  on  the  figures
     presented.

5.   Business acquisition:

     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 using the purchase method of accounting
     and the  results of  operations  have been  consolidated  since the date of
     acquisition.  The  Company's  interest in the net assets  acquired at their
     fair values was as follows:

<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
(Expressed in Canadian dollars)

Years ended March 31, 2002, 2001, and 2000

5.   Business acquisition (continued):

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>
Assets                                                                                     $    1,629,377
Goodwill                                                                                        2,536,465
Liabilities                                                                                    (1,122,621)
---------------------------------------------------------------------------------------------------------
                                                                                           $    3,043,221
---------------------------------------------------------------------------------------------------------
Consideration:
    Cash                                                                                   $    2,401,554
    1,166,667 common shares                                                                       641,667
---------------------------------------------------------------------------------------------------------
                                                                                           $    3,043,221
---------------------------------------------------------------------------------------------------------
</TABLE>

     Of the 1,166,667  common shares issued,  500,000 shares have been placed in
     escrow.  All the common  shares issued have been recorded at the fair value
     of the shares at the  acquisition  date. The escrow shares will be released
     to the vendor provided that NCP together with NIG achieves certain earnings
     targets.  Earnings targets are 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.  When the 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.

6.   Inventory:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
                                                                      2002                 2001
---------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                  <C>
Raw materials                                                         $      634,345       $      504,123
Finished goods                                                               203,707              119,094
---------------------------------------------------------------------------------------------------------
                                                                      $      838,052       $      623,217
---------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
(Expressed in Canadian dollars)

Years ended March 31, 2002, 2001, and 2000


7.   Property, plant and equipment:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
                                                                      Accumulated          Net book
2002                                             Cost                 amortization         value
---------------------------------------------------------------------------------------------------------
<S>                                              <C>                  <C>                  <C>
Artwork                                          $        25,342      $            -       $       25,342
Computer hardware                                         82,628              62,307               20,321
Computer hardware under capital lease                     24,034              10,178               13,856
Computer software                                          7,211               6,276                  935
Furniture and fixtures                                    35,562              15,893               19,669
Machinery under capital lease                          1,156,235             219,094              937,141
Machinery                                                 55,870              33,914               21,956
Office equipment                                          19,270               9,990                9,280
Leasehold improvements                                    46,592              12,283               34,309
---------------------------------------------------------------------------------------------------------
                                                 $     1,452,744      $      369,935       $    1,082,809
---------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
                                                                      Accumulated          Net book
2001                                             Cost                 amortization         value
---------------------------------------------------------------------------------------------------------
<S>                                              <C>                  <C>                  <C>
Artwork                                          $        25,342      $            -       $       25,342
Computer hardware                                         63,704              46,406               17,298
Computer hardware under capital lease                     24,034               2,167               21,867
Computer software                                          7,011               4,077                2,934
Furniture and fixtures                                    29,154              10,428               18,726
Machinery under capital lease                            822,372             145,242              677,130
Machinery                                                 41,693              14,643               27,050
Office equipment                                          17,300               6,333               10,967
Leasehold improvements                                    27,864               4,838               23,026
---------------------------------------------------------------------------------------------------------
                                                 $     1,058,474      $      234,134       $      824,340
---------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
(Expressed in Canadian dollars)

Years ended March 31, 2002, 2001, and 2000


8.   Related party transactions and balances:

     (a)  Advances to related company:

          The advances are due from N.C.K.  Holdings Inc., which is owned by two
          directors of the Company,  and its principals,  jointly and severally,
          (the  "debtors"),  are payable on March 31, 2003, and bear interest at
          4.5% per annum,  payable  monthly.  Repayment  may be  accelerated  if
          either of the following occurs:

          (i)  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;

          (ii) 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 debtors agreed to deposit  200,000 common shares of the Company as
          collateral  for the advances.  Interest  income totaled $6,532 in 2002
          (2001 - $967; 2000 - $2,965).

     (b)  Notes payable to related parties:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                                                                     2002                 2001
--------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>                  <C>
Notes payable assumed on acquisition and payable to employees and a company
  controlled by an employee (note 5), bearing interest at 12% per annum and
  due on demand                                                                      $      396,462       $  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                                                                          106,667          234,667
--------------------------------------------------------------------------------------------------------------------
                                                                                            503,129          627,067
Current portion                                                                             503,129          520,400
--------------------------------------------------------------------------------------------------------------------
                                                                                     $            -       $  106,667
--------------------------------------------------------------------------------------------------------------------
</TABLE>

          Interest  paid  totaled  $48,680  (2001 -  $37,701;  2000 -  nil).  In
          addition,  the Company  issued  100,000 common shares to the employees
          and a company  controlled by an employee for not  demanding  repayment
          prior to March 31, 2002.


<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
(Expressed in Canadian dollars)

Years ended March 31, 2002, 2001, and 2000


8.   Related party transactions and balances (continued):

     (c)  Related party transactions:

          (i)  Professional fees,  included in administration  expense,  include
               $96,000 (2001 - $44,500;  2000 - $12,000) paid to a company owned
               by a director of the Company.

          (ii) Management  fees,  included in  administration  expense,  include
               $146,479  (2001 - $165,862;  2000 -  $129,500)  paid to a company
               which the President has an interest in, and nil (2001 - $183,333;
               2000 - $220,000)  paid to another  company owned by two directors
               of the Company.

          (iii)Royalties,  included  in  expense,  paid in the year to a company
               owned by two directors of the Company,  amounted to $60,308 (2001
               - $42,072;  2000 - $33,552). In 2001, the Company acquired patent
               licenses for $100,000 from this company.


9.   Other assets:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
                                                                      Accumulated           Net book
2002                                             Cost                 amortization          value
---------------------------------------------------------------------------------------------------------
<S>                                              <C>                  <C>                   <C>
Patent license                                   $       669,434      $      420,951        $     248,483
Goodwill                                               2,692,620             298,170            2,394,450
Deferred financing cost                                  419,079             195,099              223,980
---------------------------------------------------------------------------------------------------------
                                                 $     3,781,133      $      914,220        $   2,866,913
---------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
                                                                      Accumulated           Net book
2001 (restated - note 2)                         Cost                 amortization          value
---------------------------------------------------------------------------------------------------------
<S>                                              <C>                  <C>                   <C>
Patent license                                   $       669,434      $      365,022        $     304,412
Goodwill                                               2,692,620             162,161            2,530,459
Deferred financing cost                                  322,223              87,691              234,532
---------------------------------------------------------------------------------------------------------
                                                 $     3,684,277      $      614,874        $   3,069,403
---------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
(Expressed in Canadian dollars)

Years ended March 31, 2002, 2001, and 2000


10.  Bank indebtedness:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                                                                                     2002                 2001
------------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>                  <C>
$132,000 line of credit, due on demand, bearing interest at prime plus 1.0% per
  annum, payable monthly, secured by a $132,000 short-term investment bearing
  interest at 1.10% and maturing March 24, 2003                                      $       97,797       $      113,173

$320,000 line of credit, due on demand, bearing interest at prime plus 1.5% per
  annum, payable monthly, secured by a related party                                        320,000                    -
------------------------------------------------------------------------------------------------------------------------
                                                                                     $      417,797       $      113,173
------------------------------------------------------------------------------------------------------------------------
</TABLE>

     As compensation  for providing  security,  the Company issued 40,000 common
     shares to a related  party  subsequent to year end. The fair value of these
     shares  has been  recognized  at March 31,  2002 as the  services  had been
     provided and the obligation to issue existed at that date.


11.  Convertible loan:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                                           2002                 2001
--------------------------------------------------------------------------------------------------------------
                                                                                               (restated -
                                                                                                note 2)
<S>                                                                        <C>                  <C>
Liability component, beginning of year                                     $    3,329,906       $    3,222,238
Accretion for the year                                                            137,307              107,668
--------------------------------------------------------------------------------------------------------------
Liability component, end of year                                           $    3,467,213       $    3,329,906
--------------------------------------------------------------------------------------------------------------
Equity component                                                           $      415,262       $      415,262
Allocation of financing costs                                                     (41,527)             (41,527)
--------------------------------------------------------------------------------------------------------------
                                                                           $      373,735       $      373,735
--------------------------------------------------------------------------------------------------------------
</TABLE>

     The convertible loan has a face value of $3,637,500,  bears interest at 10%
     per annum payable  annually and matures on June 7, 2003. The first interest
     payment of $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
     were further  clarified.  The accrued interest payable to March 31, 2002 is
     included in accounts payable and accrued liabilities.

<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
(Expressed in Canadian dollars)

Years ended March 31, 2002, 2001, and 2000


11.  Convertible loan (continued):

     The  principal of the loan is  convertible  into units  (consisting  of 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 then prevailing
     conversion  rate.  No amounts  have been  converted  as of March 31,  2002.
     Accordingly,  as at June 7,  2002,  $2,425,000  of the  total  loan  may be
     converted at the rate of $2.00 per unit.

     The equity component of the convertible loan described above was calculated
     as the difference  between the gross  proceeds  received and the discounted
     cash flow of repayments  based on an annual rate of 15%, which is estimated
     to be consistent with similar borrowings which would have been available to
     the Company,  without conversion features, at the time the convertible loan
     was issued.

     The debt component of the convertible loan is accreted to its face value at
     maturity over the term of the debt through a charge to interest expense.

     Financing  costs of $363,750 were  incurred and have been  allocated to the
     debt and  equity  components  based on their  relative  fair  values at the
     issuance of the instrument.

12.  Obligations under capital lease:

     The Company leases certain  computer  hardware and machinery  under capital
     leases  expiring at various dates to February 28, 2007.  The future minimum
     lease payments under capital leases as of March 31, 2002 are as follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>
2003                                                                                       $      275,064
2004                                                                                              269,611
2005                                                                                              224,875
2006                                                                                              108,155
2007                                                                                               99,142
---------------------------------------------------------------------------------------------------------
                                                                                                  976,847
Amount representing interest at rates ranging from 10.3% to 18.0%                                 228,656
---------------------------------------------------------------------------------------------------------
                                                                                                  748,191
Less current portion                                                                              180,469
---------------------------------------------------------------------------------------------------------
                                                                                           $      567,722
---------------------------------------------------------------------------------------------------------
</TABLE>


     Interest expense on capital lease  obligations for the year ended March 31,
     2002 is $59,601 (2001 - $31,510; 2000 - $33,902).


<PAGE>


CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
(Expressed in Canadian dollars)

Years ended March 31, 2002, 2001, and 2000


13.  Share capital:

     Authorized:

          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,
          12% cumulative  dividend  payable in either cash or common shares,  at
          the option of the Company

     (a)  Issued and outstanding shares:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                                                                      Number of
Common shares                                                         shares           Amount
-----------------------------------------------------------------------------------------------------
<S>                                                                   <C>              <C>
Balance, March 31, 1999                                               17,255,740       $    9,682,451

Issuance of common shares on:
     Exercise of share options and warrants                            1,020,908              547,186
     Private placement                                                   347,000              301,000
     Payment of dividend on class A preferred shares, Series I            82,667               63,600
-----------------------------------------------------------------------------------------------------
Balance, March 31, 2000                                               18,706,315           10,594,237

Issuance of common shares on:
     Exercise of share options and warrants                              468,000              216,160
     Business acquisition (note 5)                                     1,166,667              641,667
     Payment of dividend on class A preferred shares, Series I            63,568               63,600
     Conversion of preferred shares                                      557,894              530,000
-----------------------------------------------------------------------------------------------------
Balance, March 31, 2001                                               20,962,444           12,045,664

Issuance of common shares on:
     Exercise of share options and warrants                              145,000              110,299
     Financing charge (note 8(b))                                        100,000               50,000
     Private placement (note 15)                                         125,000              100,000
Shares to be issued (note 10)                                             40,000               20,000
Allocation of deficit to reduce share capital (note 13(e))                     -          (11,479,313)
-----------------------------------------------------------------------------------------------------
Balance, March 31, 2002                                               21,372,444       $      846,650
-----------------------------------------------------------------------------------------------------
</TABLE>

          As at March 31,  2002,  500,000  (2001 - 500,000;  2000 - nil)  common
          shares issued were held in escrow (note 5).

<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
(Expressed in Canadian dollars)

Years ended March 31, 2002, 2001, and 2000


13.  Share capital (continued):

     (a)  Issued and outstanding shares (continued):

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                                                                            Number of
Class A preferred shares, series I                                          shares     Amount
-----------------------------------------------------------------------------------------------------
<S>                                                                         <C>       <C>
Balance, March 31, 1999 and 2000                                             530       $      530,000
Conversion to common shares                                                 (530)            (530,000)
-----------------------------------------------------------------------------------------------------
Balance, March 31, 2001 and 2002                                                       $            -
-----------------------------------------------------------------------------------------------------
</TABLE>

     (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 of directors, but generally will be at least equal to the market
          price of the  common  shares at the date of grant and the term may not
          exceed five years. Options granted are also subject to certain vesting
          provisions as determined by the board of directors in each  individual
          award  agreement.  As at March 31, 2002,  2,811,500 (2001 - 2,411,500;
          2000 - 2,495,000) options were exercisable.

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

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                                                              Weighted average
--------------------------------------------------------------------------------------------------------------
                                                                                Number          exercise price
                                                                             of shares               per share
--------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                       <C>
         Outstanding, March 31, 1999                                         2,334,300                 $  0.69

         Granted                                                             1,362,000                    0.76
         Exercised                                                            (476,300)                   0.53
         Expired                                                               (75,000)                   0.52
         Cancelled                                                             (40,000)                   0.82
--------------------------------------------------------------------------------------------------------------

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

         Granted                                                             1,650,000                    0.66
         Exercised                                                            (173,000)                   0.47
         Expired                                                              (893,000)                   0.75
--------------------------------------------------------------------------------------------------------------

         Outstanding, March 31, 2001                                         3,689,000                    0.69

         Granted                                                               650,000                    0.52
         Exercised                                                             (20,000)                   0.52
         Expired                                                              (540,000)                   0.81
         Cancelled                                                             (70,000)                   0.59
--------------------------------------------------------------------------------------------------------------

         Outstanding, March 31, 2002                                         3,709,000                  $ 0.64
--------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
(Expressed in Canadian dollars)

Years ended March 31, 2002, 2001, and 2000


13.  Share capital (continued):

     (b)  Share incentive plan (continued):

          The  following  table  summarizes   information  about  share  options
          outstanding as at March 31, 2002:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                            Options outstanding                       Options exercisable
                            -----------------------------------------------      -----------------------------
--------------------------------------------------------------------------------------------------------------
                                                  Weighted
                                                   average         Weighted                           Weighted
         Range of                                remaining          average                            average
         exercise prices       Number of       contractual   exercise price         Number of   exercise price
         per share         share options              life        per share     share options        per share
--------------------------------------------------------------------------------------------------------------
<S>      <C>               <C>                 <C>            <C>               <C>              <C>
         $0.38 - $0.57         1,589,000                 3.47        $ 0.53         1,362,750           $ 0.54
         $0.63 - $0.95         2,120,000                 3.08          0.72         1,448,750             0.74
--------------------------------------------------------------------------------------------------------------

                               3,709,000                 3.25        $ 0.64         2,811,500           $ 0.64
--------------------------------------------------------------------------------------------------------------
</TABLE>

     (c)  Share purchase warrants:

          Share  purchase  warrant   transactions  for  the  respective  periods
          presented were as follows:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                                                                      Weighted
                                                                                                       average
                                                                                   Number       exercise price
                                                                              of warrants          per warrant
--------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>              <C>
         Outstanding, March 31, 1999                                            1,369,608       $         0.49

         Issued                                                                   347,000                 0.98
         Exercised                                                               (544,608)                0.55
         Expired                                                                 (200,000)                0.60
--------------------------------------------------------------------------------------------------------------

         Outstanding, March 31, 2000                                              972,000                 0.61

         Exercised                                                               (295,000)                0.46
         Expired                                                                 (455,000)                0.46
--------------------------------------------------------------------------------------------------------------

         Outstanding, March 31, 2001                                              222,000                 1.10

         Issued                                                                   125,000                 0.80
         Exercised                                                               (125,000)                0.80
         Expired                                                                 (222,000)                1.10
--------------------------------------------------------------------------------------------------------------

         Outstanding, March 31, 2002                                                    -       $            -
--------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
(Expressed in Canadian dollars)

Years ended March 31, 2002, 2001, and 2000


13.  Share capital (continued):

     (d)  Commitments to issue shares:

          Pursuant to an agreement dated December 20, 1989 with N.C.K.  Holdings
          Inc.,  ("NCK") a company  owned by two  directors of the Company,  the
          Company  issued  500,000  common  shares  at a  value  of  $0.30  each
          ($150,000)  for the  acquisition  of a license for the use of patents.
          The Company is further  obligated  under the terms of the agreement to
          issue  an  additional   3,000,000  common  shares  for  no  additional
          consideration to NCK based upon certain  cumulative cash flow criteria
          of its subsidiary,  Cryopak Canada and its subsidiary. As of March 31,
          2002,  the cash flow criteria in the agreement  have not been met and,
          consequently,  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 40,000  common  shares,  subsequent to
          year end, as  consideration  for a bank  indebtedness  guarantee (note
          10).

     (e)  Allocation of deficit:

          During the year,  shareholders  approved the allocation of $11,479,313
          of the deficit to reduce the stated value of share capital.

14.  Financial instruments:

     (a)  Fair values:

          The  carrying  amounts  of  cash  and  cash  equivalents,   short-term
          investments,  accounts  receivable,  bank  indebtedness,  and accounts
          payable and accrued  liabilities  approximate their fair values due to
          the near term maturity of these  financial  instruments.  Based on the
          borrowing  rates  currently  available  to the  Company for loans with
          similar terms, the carrying values of the Company's  obligations under
          capital lease and convertible loan approximate their fair values.  The
          fair  value of the share  purchase  loan,  notes  payable  to  related
          parties   and   advances  to  related   company  are  not   reasonably
          determinable  due to the related  party  nature of the amounts and the
          absence of a secondary market for such instruments.

     (b)  Concentrations of credit risk:

          Financial   instruments  that  potentially   subject  the  Company  to
          concentrations   of  credit  risk  are  primarily  cash   equivalents,
          short-term investments and accounts receivable. The Company places its
          cash  equivalents  with  major   commercial   banks.   Allowances  are
          maintained for potential credit losses consistent with the credit risk
          of  specific  customers.  Subsequent  to  year-end,  the  Company  has
          obtained insurance coverage for certain significant customers.

<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
(Expressed in Canadian dollars)

Years ended March 31, 2002, 2001, and 2000


14.  Financial instruments (continued):

     (c)  Foreign exchange:

          The Company operates internationally,  which gives rise to a risk that
          its earnings and cash flows may be negatively impacted by fluctuations
          in foreign  exchange  rates. As of March 31, 2002, the Company has not
          entered  into any  foreign  currency  contracts  to manage its foreign
          currency exposure.

15.  Share purchase loan:

     The  share  purchase  loan  is  due  from  the  Company's   president,   is
     non-interest bearing and is due on February 7, 2011. The loan is forgivable
     on the earlier of the date the President sells the shares acquired with the
     loan or six months after his  termination.  If at the maturity  date of the
     loan the fair market value of the shares acquired is less than the purchase
     price,  then the shares may be surrendered and the loan  cancelled.  In the
     event all or a portion of the loan is forgiven as a result of the President
     selling shares, for accounting purposes  compensation  expense equal to the
     forgiven amount of the loan will be recorded in the period the sale occurs.

     In the current year,  the Company  provided an additional  $200,000 (2001 -
     nil)  loan,  which the  president  used to  acquire  125,000  shares on the
     exercise  of share  purchase  warrants  and  125,000  shares  on a  private
     placement.

16.  Income taxes:

     (a)  Effective tax rate:

          Income tax expense  varies from the amounts  that would be computed by
          applying the Canadian federal and provincial income tax rate of 43.35%
          (2001 - 45.35%,  2000 - 45.6%) to loss before income taxes as shown in
          the following table:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                                                                    2002                2001                 2000
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                 <C>                  <C>
Combined Canadian federal and provincial income taxes at expected
   rates                                                            $      (118,675)     $     (630,647)           $(615,351)
Non-deductible goodwill amortization                                         58,960              37,089                4,189
Non-deductible accretion                                                     59,522              46,674                    -
Permanent and other differences                                               1,584             114,957               58,844
Reduction in Canadian statutory rate                                          8,688              92,862              116,634
Loss not tax effected                                                        39,910             339,065              415,217
Utilization of losses not previously
  recognized                                                                (49,989)                  -                    -
----------------------------------------------------------------------------------------------------------------------------

                                                                    $             -      $            -           $  (20,467)
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
(Expressed in Canadian dollars)

Years ended March 31, 2002, 2001, and 2000


16.  Income taxes (continued):

     (b)  Future income tax assets and liabilities:

          Future income taxes  reflect the net effects of temporary  differences
          between the carrying  amounts of assets and  liabilities for financial
          reporting  purposes and the amounts used for income tax purposes.  The
          Corporation  has recognized a valuation  allowance equal to the future
          tax assets due to the  uncertainty  of  realizing  the benefits of the
          assets.  Significant components of the Corporation's future tax assets
          as of March 31 are as follows:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                                           2002                 2001
--------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                  <C>
         Future income tax assets:
              Tax loss carryforwards                                       $    1,491,113       $    1,716,490
              Capital assets                                                      402,954              424,652
              Financing and share issue costs                                      24,375               36,785
--------------------------------------------------------------------------------------------------------------
         Gross future income tax assets                                         1,918,442            2,177,927

         Valuation allowance                                                   (1,918,442)          (2,177,927)
--------------------------------------------------------------------------------------------------------------
                                                                           $            -       $            -
--------------------------------------------------------------------------------------------------------------
</TABLE>

          The future tax assets have not been  recognized in these  consolidated
          financial  statements,  as management does not consider it more likely
          than not that  such  assets  will be  realized  in the  carry  forward
          period.

     (c)  Tax loss carryforwards:

          The Company has approximately  $4,158,000 non-capital losses available
          for utilization against future years' taxable income which will expire
          as follows:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
Year ending March 31:
<S>                                                                                    <C>
2003                                                                                   $      650,000
2004                                                                                          657,000
2005                                                                                          663,000
2006                                                                                          570,000
2007                                                                                          882,000
2008                                                                                          641,000
2009                                                                                           95,000
-----------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
(Expressed in Canadian dollars)

Years ended March 31, 2002, 2001, and 2000


17.  Loss per share:

     Loss per share is  calculated  based upon the  weighted  average  number of
     common shares  outstanding  during the year,  which was 21,042,389  (2001 -
     20,962,444;  2000 -  18,077,873).  Exercise of all of the share options and
     share purchase  warrants  referred to in note 13 are  anti-dilutive for all
     periods presented and consequently the loss per share calculated on a basic
     and diluted basis is the same.

     For purposes of calculating loss per share, the loss attributable to common
     shareholders is determined as follows:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                       2002                2001                 2000
--------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                 <C>                  <C>
     Loss for the year                                 $     (273,759)     $   (1,390,621)      $   (1,328,987)
     Dividend paid on class A preferred shares                      -             (63,600)             (63,600)
--------------------------------------------------------------------------------------------------------------
     Loss attributable to common shareholders          $     (273,759)     $   (1,454,221)      $   (1,392,587)
--------------------------------------------------------------------------------------------------------------
</TABLE>

18.  Commitments:

     At March 31, 2002, the Company was committed under operating leases,
     primarily relating to office space, for the following minimum annual
     rentals:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>
2003                                                                                       $      230,572
2004                                                                                              227,187
2005                                                                                              201,374
2006                                                                                               68,963
2007                                                                                                1,197
---------------------------------------------------------------------------------------------------------
                                                                                           $      729,293
---------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
(Expressed in Canadian dollars)

Years ended March 31, 2002, 2001, and 2000


19.  Supplementary cash flow information:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                       2002                2001                 2000
--------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                 <C>                  <C>
     Interest paid                                     $      119,045      $       65,518       $       42,500
     Interest received                                          8,414              74,488               16,896
     Income taxes paid                                              -              24,000                    -
     Non-cash financing and investing activities:
         Issuance of common shares on
           acquisition                                              -             641,667                    -
         Issuance of common shares for delaying
           debt repayment                                      50,000                   -                    -
         Issuance of common shares on preferred
           share conversion                                         -             530,000                    -
         Equipment acquired under capital leases              412,154             376,585                    -
         Share purchase loan                                  200,000                   -              194,000
         Shares issuable as security                           20,000                   -                    -
         Dividends paid by issuance of common
           shares                                                   -              63,600               63,600

--------------------------------------------------------------------------------------------------------------
</TABLE>

20.  Segmented information:

     In the  opinion of  management,  the  Company  carried on  business  in one
     operating  segment,   being  the  design,   manufacture  and  marketing  of
     temperature-controlling products. Management of the Company makes decisions
     about allocating resources based on the one operating segment. A summary of
     sales by region is as follows:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                      2002                 2001                  2000
--------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                  <C>                   <C>
     By region:
         Canada                                       $     2,825,686      $    1,278,554        $     168,065
         United States                                      5,621,379           3,975,467            1,389,192
         Other                                                  5,664              68,058               35,644
--------------------------------------------------------------------------------------------------------------
     Total sales                                      $     8,452,729      $    5,322,079        $   1,592,901
--------------------------------------------------------------------------------------------------------------
</TABLE>

     Revenues are attributed to countries based on location of customers.

     Revenues by major customer are as follows:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                      2002                 2001                 2000
--------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                  <C>                  <C>
     By major customer:
         Customer A                                   $       879,104      $    1,200,602        less than 10%
         Customer B                                         1,328,616             806,625              267,000
         Customer C                                           832,231       less than 10%        less than 10%

--------------------------------------------------------------------------------------------------------------
</TABLE>

     All property, plant, equipment and goodwill are located in Canada.

<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
(Expressed in Canadian dollars)

Years ended March 31, 2002, 2001, and 2000


21.  United States accounting principles:

     The consolidated financial statements have been prepared in accordance with
     accounting  principles generally accepted in Canada ("Canadian GAAP") which
     differ, in certain respects,  from accounting principles generally accepted
     in the  United  States  of  America  ("U.S.  GAAP")  and from  requirements
     promulgated  by  the  United  States  Securities  and  Exchange  Commission
     ("SEC").  Material measurement  differences to these consolidated financial
     statements are as follows:

     (a)  Reconciliation   of   consolidated   statements  of   operations   and
          comprehensive loss:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
                                                                    2002                  2001                 2000
------------------------------------------------------------------------------------------------------------------------------
                                                                                          (Restated
                                                                                          - note 2)
<S>                                                                 <C>                   <C>                  <C>
Net loss in accordance with Canadian GAAP                           $      (273,759)      $   (1,390,621)      $   (1,328,987)
Reversal of amortization of deferred development costs (i) -                  3,706               14,822
Adjustment for stock-based compensation of non-employees (ii)              (317,871)             (18,165)            (120,169)
Reversal of accretion of debt portion of convertible loan (iii)             137,307              107,668                    -
Amortization of deferred financing costs allocated to
  convertible loan - equity (iii)                                           (13,842)             (11,301)                   -
------------------------------------------------------------------------------------------------------------------------------
Net loss and comprehensive loss in accordance with U.S. GAAP               (468,165)          (1,308,713)          (1,434,334)
Dividends paid on class A preferred shares, Series I       -                (63,600)             (63,600)
------------------------------------------------------------------------------------------------------------------------------
Income available to common shareholders                             $      (468,165)      $   (1,372,313)      $   (1,497,934)
------------------------------------------------------------------------------------------------------------------------------
Basic and diluted loss per share under U.S. GAAP                    $         (0.02)      $        (0.07)      $        (0.08)
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

          (i)  Deferred development costs:

               Under U.S. GAAP,  development costs are expensed as incurred. The
               Company's policy under Canadian GAAP is disclosed in note 3(m).


<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
(Expressed in Canadian dollars)

Years ended March 31, 2002, 2001, and 2000


21.  United States accounting principles (continued):

     (a)  Reconciliation   of   consolidated   statements  of   operations   and
          comprehensive loss (continued):

          (ii) Stock-based compensation:

               The Company has elected under  Statement of Financial  Accounting
               Standard ("SFAS") No. 123,  "Accounting for Stock  Compensation",
               to account for employee  stock options using the intrinsic  value
               method.  This method is described in Accounting  Principles Board
               ("APB")   Opinion  No.  25,   "Accounting  for  Stock  Issued  to
               Employees",  and related  interpretations.  Because the  exercise
               price of the  Company's  employee  stock  options  is equal to or
               greater than the market value of the underlying stock on the date
               of grant, no compensation cost is required to be recognized under
               APB 25.

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

          (iii) Convertible loan:

               Under U.S. GAAP, the entire convertible loan described in note 11
               would  usually be  classified as a liability as there would be no
               equity   component   calculated.   Consequently,   no   accretion
               calculation  is  required,  and  the  entire  amount  of  related
               financing  costs are deferred and amortized  over the term of the
               loan. When converted, the fair value of the proceeds allocated to
               the warrants  would be recognized  as an  additional  discount in
               interest expense.  The total fair value of the proceeds allocated
               to all warrants was $527,893 at the commitment date.

          (iv) Retirement allowance:

               Under U.S. GAAP, the retirement allowance of $234,667 recorded in
               2001 would be disclosed  as a component  of earnings  (loss) from
               operations.

          (v)  Allocation of deficit to share capital:

               Under U.S.  GAAP, the allocation of $11,479,313 of the deficit to
               reduce the stated  value of share  capital  (see note 13(e)) does
               not meet the definition of a quasi-reorganization and the deficit
               would not have been reclassified.  Consequently,  the deficit and
               share  capital  are  increased  by  $11,479,313   for  U.S.  GAAP
               purposes.

<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
(Expressed in Canadian dollars)

Years ended March 31, 2002, 2001, and 2000


21.  United States accounting principles (continued):

     (b)  Reconciliation of consolidated balance sheets:

          The impact of significant  variations to U.S. GAAP on the consolidated
          balance sheets are as follows:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                                                   2002                          2001 (restated - note 2)
                                 --------------------------------------  -------------------------------------
------------------------------------------------------------------------------------------------------------------------
                                    Canadian                       U.S.         Canadian                     U.S.
                                    GAAP           Adjustments     GAAP         GAAP         Adjustments     GAAP
------------------------------------------------------------------------------------------------------------------------
<S>                               <C>              <C>             <C>          <C>          <C>             <C>
Convertible loan - liabilities    $   3,467,213    $   170,287     $  3,637,500 $  3,329,906 $    307,594    $ 3,637,500
Convertible loan - equity               373,735       (373,735)               -      373,735     (373,735)             -
Other assets                          2,866,913         16,384        2,883,297    3,069,403       30,226      3,099,629
Share capital                           846,650     11,479,313       12,325,963   12,045,664            -     12,045,664
Additional paid-in capital                    -      1,154,299        1,154,299            -      836,428        836,428
Deficit                                (448,039)   (12,413,780)     (12,861,819) (11,653,593)    (740,061)   (12,393,654)
------------------------------------------------------------------------------------------------------------------------
</TABLE>

     (c)  Recent accounting pronouncements:

          In October 2001,  the Financial  Accounting  Standards  Board ("FASB")
          issued   Statement  of  Financial   Accounting   Standards   No.  144,
          "Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS
          No. 144"), that replaces SFAS No. 121,  "Accounting for the Impairment
          of  Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of".
          SFAS No.  144  applies  to the  assessment  of the  impairment  in the
          carrying value of long-lived  assets,  excluding  goodwill and certain
          other  specified  items,  including  those to be  disposed of by sale,
          including  discontinued  operations.  SFAS No. 144 requires that those
          long-lived assets be measured at the lower of carrying amount and fair
          value less costs to sell. Therefore,  discontinued  operations will no
          longer be  measured  at net  realizable  value or include  amounts for
          operating losses that have not yet occurred. SFAS No. 144 is effective
          for fiscal years beginning after December 15, 2001.

          In August 2001,  the FASB issued SFAS No. 143,  "Accounting  for Asset
          Retirement  Obligations"  ("SFAS No. 143"), which requires entities to
          record  the  fair  value  of  a  liability  for  an  asset  retirement
          obligation  in the period in which it is incurred and a  corresponding
          increase in the carrying amount of the related  long-lived asset. SFAS
          No. 143 is effective for fiscal years beginning after June 15, 2002.


<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
(Expressed in Canadian dollars)

Years ended March 31, 2002, 2001, and 2000


21.  United States accounting principles (continued):

     (c)  Recent accounting pronouncements (continued):

          In August 2001, the FASB issued SFAS No. 141, "Business  Combinations:
          and SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141
          requires  that  the  purchase  method  of  accounting  be used for all
          business  combinations  initiated  after  June  30,  2001.  Use of the
          pooling-of-interests  method is  prohibited.  SFAS No. 142 changes the
          accounting  for  goodwill  from an  amortization  method  to an annual
          impairment  test and is  effective  for fiscal years  beginning  after
          December 15, 2001.  Under this standard,  the Company will be required
          to perform an initial  benchmark test of impairment  within six months
          of adoption (which occurred April 1, 2002) and subsequent annual tests
          of  impairment  will be at the reporting  unit level.  If the carrying
          value of goodwill of a  reporting  unit  exceeds the fair value of the
          reporting unit's goodwill,  the carrying value must be written down to
          fair value. The Company has not completed the initial benchmark test.

          The  Company is  currently  assessing  the impact of these  accounting
          pronouncements on its financial condition and results of operations.

22.  Subsequent event:

          In April  2002,  the  Company  completed  a private  placement  in the
          aggregate  amount of $6,000,000  through the sale of 7,500,000  units.
          Each unit  consists  of one  common  share and  one-half  of one share
          purchase warrant. One whole warrant entitles the holder to acquire one
          common share at a price of $1.25 per share at any time for a period of
          two  years.  Finder's  fees  totaling  approximately  $600,000  and an
          additional  375,000  warrants  will be paid in  connection  with  this
          private placement.

<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
(Expressed in Canadian dollars)

Years ended March 31, 2002, 2001, and 2000
                                                                      Schedule 1

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
<S>                                                                                              <C>
Balance, March 31, 1999                                                                          $      74,684

Accounts collected during the year                                                                     (19,038)
Additional allowance provided                                                                              770
--------------------------------------------------------------------------------------------------------------
Balance, March 31, 2000                                                                                 56,416

Accounts collected during the year                                                                     (58,804)
Additional allowance provided                                                                           41,063
--------------------------------------------------------------------------------------------------------------
Balance, March 31, 2001                                                                                 38,675

Accounts written-off during the year                                                                   (67,308)
Additional allowance provided                                                                           60,124
--------------------------------------------------------------------------------------------------------------
Balance, March 31, 2002                                                                         $       31,491
--------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
(Expressed in Canadian dollars)

Years ended March 31, 2002, 2001, and 2000

                                                                      Schedule 2

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                       2002                2001                  2000
--------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                 <C>                   <C>
Freight and brokerage fee                              $      652,835      $     543,732         $     160,638
Purchases                                                   2,667,543          1,534,280               494,810
Repair and maintenance                                        136,907             76,262                37,391
Testing charges                                                50,993             70,333                11,583
Rent, storage and utilities                                   225,939            206,549                26,054
Wages                                                         839,265            674,155                     -
--------------------------------------------------------------------------------------------------------------
                                                       $    4,573,482      $   3,105,311         $     730,476
--------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
(Expressed in Canadian dollars)

Years ended March 31, 2002, 2001, and 2000

                                                                      Schedule 3

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                                       2002                2001                 2000
---------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                 <C>                   <C>
Bad debts                                              $       61,424      $      125,711        $     (11,624)
Marketing                                                     290,504             542,210              508,112
Royalties                                                      88,016              69,154               60,035
Salaries and benefits                                         676,727             341,914              124,057
Travel and entertainment                                      303,251             250,402              252,859
Vehicle                                                        81,765              43,166               28,840
---------------------------------------------------------------------------------------------------------------
                                                       $    1,501,687      $    1,372,557        $     962,279
---------------------------------------------------------------------------------------------------------------
</TABLE>


Consolidated Administration Expenses
(Expressed in Canadian dollars)

Years ended March 31, 2002, 2001 and 2000

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                       2002                2001                 2000
--------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                 <C>                  <C>
Corporate printing, financial and
   public relations                                    $      261,051      $      143,898        $     232,374
Management and consulting fees                                423,896             377,929              349,500
Office supplies and stationery                                198,784             130,497               89,387
Professional fees                                             342,496             222,518              227,339
Rent                                                           70,807              66,130               52,868
Salaries and benefits                                          98,980              66,660               60,000
Telephone                                                      68,262              72,659               41,109
Filing, listing and transfer agent fees                        26,463              17,697               23,678
--------------------------------------------------------------------------------------------------------------
                                                       $    1,490,739      $    1,097,988        $   1,076,255
--------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

MANAGEMENT DISCUSSION & ANALYSIS

This  Management's  Discussion of financial  condition and results of operations
should  be  read  in  conjunction   with  the  Company's   fiscal  2002  audited
consolidated financial statements and accompanying notes. All dollar amounts are
in Canadian dollars.

OVERVIEW

Business of the Company
-----------------------

Cryopak   Industries   Inc.   develops,   manufactures   and   markets   quality
temperature-controlling  products such as the premium  patented Cryopak Flexible
Ice(TM) 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.

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

On September 14, 2000,  the Company  acquired the issued shares of the Northland
group of  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.

Major Events Impacting the Business for 2002
--------------------------------------------

The following is a summary of major events arising during the year:

     -    Record sales for the year at $8.45 million.

     -    Record sales for Cryopak product, up 59% versus the previous year.

     -    The closing of a $6 million financing in April 2002

     -    Introduction of our retail product to Costco Wholesale US and Canada.


     -    Our first industry advertising program to announce our retail products
          to the various  classes of retail  trade.  o The Bay and Zellers sells
          our  Simply  Cozy(TM)  in  their  stores,  supported  by a media  test
          advertising campaign on both television and radio.

     -    The  appointment of Bill Hitchings to our technical  advisory board to
          join Dr. David Winterman


<PAGE>

RESULTS OF OPERATIONS

<TABLE>
Financial Highlights
<CAPTION>
---------------------------------------------------------------- --------------------- ---------------------
                                                                         2002                  2001
---------------------------------------------------------------- --------------------- ---------------------
<S>                                                                       <C>                   <C>
Sales                                                                     $ 8,452,729           $ 5,322,079
Gross profit                                                                3,879,247             2,216,768
Income/(Loss) before amortization, interest and other items                   886,821              (253,777)
Amortization and interest on bank operating line                              397,969              (370,013)
Income/(Loss) from operations                                                 488,852              (623,790)
Other items                                                                  (762,611)             (766,831)
Net loss for the year                                                     $  (273,759)          $(1,390,621)
---------------------------------------------------------------- --------------------- ---------------------
Loss per share                                                            $     (0.01)          $     (0.07)
Weighted average common shares outstanding                                 21,042,389            20,962,444
---------------------------------------------------------------- --------------------- ---------------------
</TABLE>

<TABLE>
Revenues by quarter as compared to the prior year are as follows:
<CAPTION>
------------------- ----------------- ----------------- ----------------- ---------------- -----------------
                       Q1                Q2                Q3               Q4                Total
------------------- ----------------- ----------------- ----------------- ---------------- -----------------
<S>                    <C>               <C>               <C>              <C>               <C>
2002                   $2,050,686        $2,255,159        $2,443,065       $1,703,819        $8,452,729
2001                   $  685,031        $  536,531        $2,213,492       $1,887,025        $5,322,079
Change                        199%              320%               10%              10%               59%
------------------- ----------------- ----------------- ----------------- ---------------- -----------------
</TABLE>

Operating Results for the Year Ended March 31, 2002 Compared to 2001
--------------------------------------------------------------------

Revenues - The Company's  sales  increased to  $8,452,729  from  $5,322,079,  an
increase of 59%. Sales for 2001 included  sales of the Northland  group from the
date of acquisition, being September 14, 2000.

Cost of Sales - Cost of  sales  increased  to  $4,573,482  or 54% of sales  from
$3,105,311  or 58% of sales in 2001.  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 - Gross profit increased to $3,879,247 from $2,216,768 in 2001. The
gross  profit  percentage  increased  to 46% from 42% in 2001.  This  change  is
attributable to improved manufacturing efficiencies.

Sales,  Marketing,  and  Administration  Expenses  - The sales,  marketing,  and
administration expenses increased to $2,992,426 from $2,470,545,  an increase of
$521,881.  The increase is  attributable  to the  acquisition  of the  Northland
companies.

Depreciation and Amortization - Amortization  increased from $336,005 in 2001 to
$338,643 in 2002.

Interest  On Bank  Operating  Line - The  interest  on the bank  operating  line
includes bank charges. At year end, the Company had a line of credit of $420,000
.. In the prior year, the Company operated with a line of credit of $382,000.

Loss from Operations - Earnings from operations was $488,852  compared to a loss
of $623,790 in 2001, a gain of $1,112,642.

<PAGE>

Other Items - Other items include: interest on long term debt, investment income
and the  retirement  allowance  related  to the  retirement  of a founder of the
Company.  Interest  expense  includes  interest  on the  convertible  debenture,
interest on capital  leases and  financing  costs related to the long term debt,
including accretion on the convertible loan.

Dividends  Paid on Class A Preferred  Shares - Dividends of $63,600 were paid in
respect of Class A preferred  shares series 1 in 2001.  These  preferred  shares
were  converted to common shares during the prior year.  The dividends were paid
by the issuance of common shares.

FINANCIAL CONDITION AND LIQUIDITY

At March 31, 2002, the Company had working capital of $463,559.  In fiscal 2001,
the working capital was $536,092.

The Company  monitors  its costs and  acquisitions  of capital  equipment  on an
ongoing basis to ensure that such costs are reasonable.

Accounts  receivable  are $1,949,428  compared to $1,524,818 in 2001.  Inventory
totals $838,052, up from $623,217. Management monitors these balances closely to
minimize investment.  The increased investment in receivables is attributable to
the  increased  sales  volumes.  The  increase  in  inventory  is the  result of
increased sales volumes and the fact that  manufacturing of the Cryopak products
was  outsourced   until  the  acquisition  of  the  Northland   companies.   All
manufacturing is now done in house.

The Company had arranged operating lines of credit of $420,000 at March 31, 2002
and an increase of $580,000  subsequent  to the year.  The Company  believes the
total credit of $1 million is sufficient to meet its ongoing  operational  needs
at current sales volumes.

SUMMARY OF DEBT

Long term debt  comprised  of the  convertible  loan,  notes  payable to related
parties and capital lease  obligations  totaled  $4,718,533 and is summarized as
follows:

<TABLE>
<CAPTION>
------------------------- ------------------- -------------------- --------------------- --------------------
                                                      Convertible         Notes to           Capital Lease
                                 Total                Loan                Related Parties    Obligations
------------------------- ------------------- -------------------- --------------------- --------------------
<S>                              <C>                  <C>                 <C>                <C>
Long Term                        $ 4,034,935          $ 3,467,213         $           -      $       567,722
Current                              683,598                    -               503,129              180,469
------------------------- ------------------- -------------------- --------------------- --------------------
                                   4,718,533            3,467,213               503,129              748,191
Equity portion of
convertible loan                     373,735              373,735                     -                    -
------------------------- ------------------- -------------------- --------------------- --------------------
                                 $ 5,092,268         $  3,840,948            $  503,129           $  748,191
------------------------- ------------------- -------------------- --------------------- --------------------
</TABLE>

The  convertible  loan  matures  on June 7, 2003 and bears  interest  at 10% per
annum.  The  proceeds  from  this  debt  were  used  primarily  to  finance  the
acquisition of the Northland companies.

Of the notes  payable to related  parties,  the  balance  is  interest  free and
repayable at $10,667 per month.

The capital  leases  mature from  September  23, 2002 to March 30, 2007 and bear
interest at rates from 10.25% to 18%.

See the  section  "Financial  Condition  and  Liquidity"  for a  summary  of the
Company's operating lines of credit.

QUARTERLY RESULTS

<TABLE>
<CAPTION>
----------------------- ---------------- ----------------- ---------------- ----------------- ----------------
2002                        June             September         December         March             Total
----------------------- ---------------- ----------------- ---------------- ----------------- ----------------
<S>                         <C>              <C>               <C>              <C>             <C>
Revenues                    $ 2,050,686      $  2,255,159      $ 2,443,065      $ 1,703,819     $  8,452,729
Gross profit                  1,014,789         1,060,677        1,205,051          598,730        3,879,247
Net income/(loss)           $   116,021      $    155,510      $   240,455      $  (785,745)    $   (273,759)
----------------------- ---------------- ----------------- ---------------- ----------------- ----------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
----------------------- ---------------- ---------------- ----------------- ---------------- ----------------
2001                         June           September         December           March            Total
----------------------- ---------------- ---------------- ----------------- ---------------- ----------------
<S>                          <C>               <C>              <C>              <C>             <C>
Revenues                     $  685,031        $ 536,531        $2,213,492       $1,887,025      $ 5,322,079
Gross profit                    361,260          162,930         1,252,530          440,048        2,216,768
Net loss                     $ (300,166)       $(572,582)       $   86,470       $ (604,343)     $(1,390,621)
----------------------- ---------------- ---------------- ----------------- ---------------- ----------------
</TABLE>

<TABLE>
<CAPTION>
----------------------- ---------------- ---------------- ----------------- ---------------- ----------------
2000                         June           September         December           March            Total
----------------------- ---------------- ---------------- ----------------- ---------------- ----------------
<S>                          <C>            <C>               <C>              <C>            <C>
Revenues                     $  317,179     $ 553,620         $ 311,481        $ 410,621      $ 1,592,901
Gross profit                    139,903       305,778           171,082          245,662          862,425
Net loss                     $ (372,230)    $(306,257)        $(352,046)       $(298,454)     $(1,328,987)
----------------------- ---------------- ---------------- ----------------- ---------------- ----------------
</TABLE>

OUTLOOK

The Company's goal is to achieve growth,  internally through an aggressive sales
and marketing  strategy designed to increase sales to existing customer base and
by strategic  acquisitions  designed to enhance the  Company's  core business of
supplying temperature controlling packing solutions.

The  Company  finalized  a $6 million  financing.  The  proceeds  will allow the
Company to effect its  acquisition  and  marketing  strategies  and for  working
capital.

All growth is projected to be accretive to earnings.  Management's  main goal is
to be profitable throughout its 2003 fiscal year.

RISKS AND UNCERTAINTIES

Market Risk
-----------

The Company derived 67% of its consolidated revenues outside of Canada in fiscal
2002.  The exposure to foreign  exchange risk is monitored on an ongoing  basis.
However,  substantially all costs are incurred in Canadian currency. The Company
monitors, and when appropriate, will utilize financial instruments to manage its
exposure to these risks.

Fluctuations in Financial Results
---------------------------------

The Company could experience  quarterly variations in revenue and net income due
to numerous  factors,  many of which are outside of its control.  These  factors
could include the timing of new contracts, timing of increased expenses incurred
in support of advertising and marketing.

Client Concentration
--------------------

The Company  continues to derive a  significant  portion of its revenues  from a
group of businesses.  In 2002,  approximately 36% of revenues were received from
three  customers.  Management  continues  to  focus  on the  development  of new
business  opportunities  that will result in the further  broadening  of revenue
sources.

Forward-Looking Statement
-------------------------

Certain information and statements contained in this report are forward-looking,
based on management's estimates and assumptions. Though management believes that
the expectations  reflected in these forward-looking  statements are reasonable,
there can be no assurance that these  expectations will prove to be correct.  As
such, these  forward-looking  statements are subject to risks and  uncertainties
that  could  cause  the  Company's  actual  results  to differ  materially  from
anticipated  events.  Information and statements  identified as  forward-looking
include, and are not limited to, statements regarding financial results,  future
events, and trends.
<PAGE>

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



10/3/02
-------
Date

<PAGE>
                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002


     I, John F. Morgan, state and attest that:

     (1) I am the President of Cryopak Industries Inc. (the "issuer").

     (2) Accompanying  this  certification is the Form 20F for the annual period
ended March 31, 2002, a periodic  report (the  "periodic  report")  filed by the
issuer with the  Securities  Exchange  Commission  pursuant to Section  13(a) or
15(d)  of the  Securities  Exchange  Act of 1934  (the  "Exchange  Act"),  which
contains financial statements.

     (3) I hereby  certify,  pursuant  to 18 U.S.C.  Section  1350,  as  adopted
pursuant  to Section  906 of the  Sarbanes-Oxley  Act of 2002,  that based on my
knowledge:

     -    the periodic report containing the financial statements fully complies
          with the  requirements  of Section 13(a) or 15(d) of the Exchange Act,
          and

     -    the information  contained in the periodic report fairly presents,  in
          all  material  respects,   the  financial  condition  and  results  of
          operations of the issuer for the periods presented therein.


/s/ John F. Morgan
------------------
John F. Morgan, CEO
Date: October 3, 2002

<PAGE>


                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002


     I, Douglas Reid, state and attest that:

     (1) I am the Treasurer of Cryopak Industries Inc. (the "issuer").

     (2) Accompanying  this  certification is the Form 20F for the annual period
ended March 31, 2002, a periodic  report (the  "periodic  report")  filed by the
issuer with the  Securities  Exchange  Commission  pursuant to Section  13(a) or
15(d)  of the  Securities  Exchange  Act of 1934  (the  "Exchange  Act"),  which
contains financial statements.

     (3) I hereby  certify,  pursuant  to 18 U.S.C.  Section  1350,  as  adopted
pursuant  to Section  906 of the  Sarbanes-Oxley  Act of 2002,  that based on my
knowledge:

     -    the periodic report containing the financial statements fully complies
          with the  requirements  of Section 13(a) or 15(d) of the Exchange Act,
          and

     -    the information  contained in the periodic report fairly presents,  in
          all  material  respects,   the  financial  condition  and  results  of
          operations of the issuer for the periods presented therein.


/s/ Douglas Reid
----------------
Douglas Reid, CFO
Date: October 3, 2002


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