UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                               SECOND AMENDMENT TO
                                    FORM 20-F


    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                         Commission file number 0-22952

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

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

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

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

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

         Title of each class           Name of each exchange on which registered

                                      NONE

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

                                 Title of Class

                           COMMON STOCK, NO PAR VALUE

                 CLASS A PREFERRED STOCK, SERIES 1, NO PAR VALUE

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

                                 Title of Class

                                      NONE

     Indicate the number of outstanding  shares of each of the issuer's  classes
of capital or common  stock as of the close of the period  covered by the annual
report: 17,255,740 common; 530 preferred as of March 31, 1999.

     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 [ X ]

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

     (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY  PROCEEDINGS  DURING THE
PAST FIVE YEARS)  Indicate by check mark  whether the  registrant  has filed all
documents  and  reports  required  to be filed by 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

Cryopak Industries Inc.
-----------------------

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


     Cryopak  Industries Inc.  ("Cryopak",  the "Company") is in the business of
manufacturing  and selling thermal  packaging  solutions.  The Company's Cryomat
product is a patented,  flexible,  re-useable refrigerant product, which is sold
as a standalone  product or as part of a system (both corrugated and styrofoam).
This  product is  typically an ice  replacement.  Cryomat is  primarily  shipped
directly to the customers in response to purchase orders.  The principal markets
are seafood shipping, medical wraps and general thermal packaging. Over the last
five years,  the Company has  experienced  low but stable sales,  largely to the
seafood industry, and has suffered recurring losses from operations. The Company
has focused on identifying  key markets where the  opportunity  for  significant
sales  volumes  may  exist  or  be  created  and  has  established  certain  key
relationships   with  several   groups  that  provide   broader  North  American
distribution.  Cryopak's current major focus is on the food service and catering
applications  for the major  airlines  in Canada and the  United  States and the
pharmaceutical  industry.  The Company has  purchased a machine  that  Northland
Ice-Gel Products Inc. operates which is located in Vancouver, British Columbia.


     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 gross royalty is payable to the licensor.

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

     Cryopak Industries Inc. ("Cryopak",  the "Company") was incorporated in the
province of British  Columbia,  Canada, on February 13, 1981 as 226896 B.C. Ltd.
On March 30,  1981 the  Company  changed its name to Consort  Energy  Corp.  The
Company changed its name again, to  International  Consort  Industries  Inc., on
April 30, 1990 and amended its name to Cryopak  Industries  Inc. on November 12,
1993. On January 3, 1996,  Cryopak  increased its authorized stock to a total of
two hundred  million  (200,000,000)  shares,  consisting of one hundred  million
(100,000,000)  shares of common stock with no par value and one hundred  million
(100,000,000)  shares of Class A  Preferred  Stock,  no par value,  of which one
thousand  five  hundred  (1,500)  were  designated  Class A  Convertible  Voting
Preference  Shares,  Series I. Cryopak has two  subsidiaries.  Cryopak  (Canada)
Corporation, a British Columbia, Canada,  corporation,  was incorporated on June
6, 1986 as 310302 B.C. Ltd. and changed its name to Cryopak (Canada) Corporation
on September 22, 1987. Cryopak  (International)  Inc. is a Barbados  corporation
incorporated  on August 29,  1995,  which is currently  inactive.  Additionally,
Cryopak (Canada) Corporation has a wholly-owned subsidiary, Cryopak Corporation,
a Nevada  corporation  formed on March 20,  1987 and has a fifty  percent  (50%)
interest  in  Cryopak  (Alberta)  Corporation,   a  dissolved  Alberta,   Canada
corporation.

     On February  28,  1995,  the Company  signed an  agreement  in principle to
acquire one hundred percent interest in Rogell  Enterprises  Ltd.  ("Rogell") of
Vancouver,  British Columbia,  Canada. Rogell is a private corporation formed in
1979 that was originally a picture  product  supplier and developed into a trade
showroom  display  center  carrying  design   furniture,   accessories,   framed
decorative art, limited editions and original imagery.  The proposed acquisition
was terminated on July 27, 1995.

     This acquisition had required a Cdn$2,000,000 financing package and Cryopak
had entered into an agreement with Discovery Capital Corporation of Vancouver to
arrange this financing via a venture  capital  corporation,  Cryopak  Industries
(VCC) Inc.,  ("VCC").  An  Investment  Agreement  was entered  into  between the
Company  and VCC on  March  13,  1995,  which  was  approved  by the  provincial
government and the Canadian  Stock Exchange.  The Investment Agreement allowed a
120 day period for fund  raising  and  contemplated  five  initial  closings  of
Cdn$100,000  each.  Initially,  VCC  invested  $500,000 in common  shares of the
Company at prices escalating with each $100,000 raised, starting at Cdn$0.40 per
share and going up to  Cdn$0.50,  Cdn$0.60,  Cdn$0.70  and finally  Cdn$0.80 per
share. Each share was accompanied by a non-transferable  warrant  exercisable at
$0.10 per share  premium to the  purchase  prices and expiring one year from the
issuance date. VCC has 105  shareholders  with all being Canadian except for one
being European.  The Investment Agreement also provided that VCC would invest in
Cryopak's  Class A Preferred  Shares at an  offering  price of $1,000 per share.
Douglas  Reid,  a  member  of the  Board of  Directors  of the  Company,  is the
President of VCC and  abstained  from voting when the board voted to accept this
Investment Agreement. Of the


<PAGE>



Cdn$2,000,000,  $1,100,000 was received and the financing was closed on February
25, 1997.  After the proposed  acquisition  was  abandoned,  the funds from this
financing were designated for the construction of  manufacturing  facilities for
Cryopak products and to finance marketing programs. Shareholders own VCC.

     John McEwen, President and co-founder of Discovery Capital Corporation, was
appointed to the board of directors on August 17, 1995.  The board  consisted of
Harry Bygdnes, Robert Leigh Jeffs, and Douglas Reid.

     In September 1995, the Company entered into a joint distribution  agreement
with Unisource  Worldwide,  Inc.  ("Unisource") to introduce  Cryopak's products
regionally to each of ten Unisource  divisions  throughout the United States and
Canada.  Unisource  is a large  marketer  and  distributor  of paper and imaging
products and supply systems,  disposable paper and plastic products,  janitorial
supplies and  packaging  systems and is owned by Alco  Standard  Corporation,  a
distribution  company  headquartered  in Valley Forge, PA, with revenues of US$8
billion in 1994.  The focus of this agreement was the marketing of the Company's
ice substitute  product  targeting food processors,  shippers of perishables and
wholesale  and retail  food  distribution  companies  with  Unisource  acting as
Cryopak's marketing partner. Under the terms of the agreement,  Unisource was to
sell,  stock and  distribute  all Cryopak  products used in food  processing and
distribution  within each Unisource marketing region as distribution rights were
allocated. Internal problems at Unisource and a lack of positive response at the
divisional level impeded the rate of growth within the terms of the distribution
agreement.  As a result,  promised  purchases  were not  completed and plans for
national  distribution  with  Unisource were abandoned by the fiscal year end of
March 31, 1996. Instead,  the Company's  management began working with Unisource
regionally by offering educational programs and training in market segments that
demonstrate a high interest in marketing the Cryopak products. The effect was to
focus the Company's  marketing  efforts  towards those  distributors  that serve
potential customers directly.

     On July 14,  1995,  the Company  also signed an  agreement  with  Cavanaugh
Communications  Inc.  ("Cavanaugh")  of  Bryn  Mawr,  Pennsylvania,  to  provide
advertising and marketing  expertise to fulfill the obligations of the Unisource
agreement.  The agency's  focus was  positioning  Cryopak ice  substitute as the
preferred  refrigerant  for packaging,  shipping,  storing and displaying a wide
variety of foods,  beverages and other  perishables,  targeting food processors,
direct marketers and wholesale and retail food distribution companies. Cavanaugh
is the exclusive advertising and marketing company for Unisource.  This contract
was terminated when the Unisource deal was abandoned.

     Harley D.  Sinclair  joined the Company as its  Secretary  on November  23,
1995. At this time the officers were Harry Bygdnes,  Robert Leigh Jeffs, Douglas
Reid, and John McEwen.

     On January 1, 1996, the Company extended its Financial Management Agreement
with Strategic  Investments  Inc.  ("Strategic")  of  Springfield,  Ilinois,  to
December 1996,  rescindable by either party with 30 days' notice.  Strategic had
been receiving  US$5,000 per month under the terms of the Agreement but this was
amended  to $500 per month plus  certain  out-of-pocket  expenses,  for the last
twelve  months  of the  agreement.  The  agreement  was not  extended  after its
termination in December 1996.

     During the fiscal year ended March 31,  1996,  the  Company  began  working
directly with several pharmaceutical  companies in the United States and Canada.
These companies  provided Cryopak with existing  packaging and protocols used in
present shipping  situations by the Company's  competitors so that Cryopak could
perform comparison  testing.  The graphic comparisons of these independent tests
were then submitted to the pharmaceutical companies.

     Comparison testing similar to that done in the pharmaceutical  industry was
also  conducted in the seafood  industry.  Several  large  seafood  distributors
tested the Company's product Cryomat(TM).

     Also during the fiscal year ended March 31, 1996 the Company entered into a
Memorandum of Understanding  with SCA Packaging of Sweden, the largest packaging
supplier in Europe,  which began  distributing the Cryomat(TM)  product into EEC
countries in the fall of 1996.  Similar agreements were negotiated in Mexico and
Indonesia. These agreements were never finalized.

     During the fiscal year ended March 31, 1997, the Company  focused on growth
in the pharmaceuticals, seafood, meat and poultry and airline and hotel catering
industries.  Cryopak  devoted much of its energies during this time to providing
test data in each of these industries which compared Cryopak and its products to
existing  refrigerants and conducted  onground and inflight testing with several
airlines. The Company also sold small amounts of product to


<PAGE>




companies  in  Brazil,  Chile,  Taiwan  and Israel  during  this  year.  Cryopak
Industries also supplies its refrigerant product to Freshnex. Freshnex sells its
commodities to consumers  directly through the Internet.  Freshnex is a customer
of Cryopak  Industries  and there are no agreements  between  them.  Information
regarding  Freshnex  is  available  through the  Internet to connect  commercial
producers and suppliers to retail suppliers by ensuring  Freshnex's  commodities
are delivered within 24 hours by Federal Express in specially  designed packages
using Cryomat.


     K. Barry  Sparks  joined the Board of Directors of the Company on April 25,
1996. The board had the following  members:  Harry Bygdnes,  Robert Leigh Jeffs,
Douglas Reid, and John McEwen.

     On April 1, 1997,  the Company signed an exclusive  distribution  agreement
with Seafish  Systems Ltd. of New Zealand  ("Seafish").  The agreement  provided
that Seafish would market,  sell and distribute  products made by Cryopak in New
Zealand,   provide  marketing  information  including  levels  of  interest  and
potential  sales in the  market  area and to  assist in the  development  of new
market  territories  as  may be  determined  over  time.  In  exchange,  Seafish
committed to buying twelve  containers  of products  over the  following  twelve
months,  to be distributed in New Zealand,  Australia and other markets  jointly
agreed between the parties.

     James M.  Fletcher  was  appointed  to the Board of Directors on August 12,
1997.  The board  consisted  of 6 members:  Harry  Bygdnes,  Robert Leigh Jeffs,
Douglas Reid, John McEwen, K. Barry Sparks, and James Fletcher.

     On August 13, 1997, the Company  commenced a placement of 250,000 shares at
Cdn$0.50 per share for a total of  Cdn$125,000,  plus warrants for up to 250,000
additional  shares at Cdn$0.60 per share  exercisable  for up to two years.  The
proceeds from this offering, which was approved by the Canadian  Stock Exchange,
were used to reduce payables and for working  capital.  The offering was sold to
two investors:  a Canadian individual and a Canadian  corporation and was closed
on August 25, 1997 with all shares sold.

     The Company began testing its  refrigerant  systems on all Vancouver to Los
Angeles flights  operated by Canadian  Airlines on September 10, 1997. This test
was  considered  as a logistics  trial  period to determine  the most  effective
methods for handling the product.  The test lasted 60 days.  The product  worked
but Canadian Airlines did not purchase any product.

     The  requisite  12%  cumulative  dividend  on  Class A  Convertible  Voting
Preferred  Shares,  Series I, was  declared on  September  24, 1997 for the year
ended March 31, 1997.  The dividend was paid in common  shares  totaling  96,908
common shares at a deemed price of Cdn$0.495 per share  ($47,969.84  total).  Of
these  shares,  88,980 were subject to a hold period in British  Columbia  which
expired March 31, 1998.

     On February 2, 1998 K. Barry  Sparks  resigned  from the Board of Directors
for personal reasons and due to other business demands. The board consisted of 5
members: Harry Bygdnes, Robert Leigh Jeffs, Douglas Reid, John McEwen, and James
Fletcher.

     The Company began a placement of 777,777 common shares at Cdn$0.45 each for
a total of Cdn$350,000  on February 24, 1998.  This offering was approved by the
Vancouver  Stock  Exchange.  The proceeds  were used to repay debt.  The private
placement was completed with one Canadian shareholder.

     On March 27, 1998,  the Company  agreed to pay a bonus to David  Patriquin,
the guarantor on the Company's  US$167,285 equipment lease on a Model L-18 Pouch
Machine.  Part of the bonus was paid in cash at 1% per month  (Cdn$2,392) over a
maximum of 10 months,  ceasing  immediately if the guarantor was released during
the 10 month period. The remainder was paid in 119,608  non-transferable  common
stock warrants,  all issued,  exercisable for two years at Cdn$0.40 in the first
year and Cdn$0.46 in the second year.  The Canadian Stock Exchange approved this
transaction.


     The Company  entered into an agreement  whereby a machine was purchased and
placed in the manufacturing  facility of Northland  Ice-Gel Inc.  Manufacturing,
with this  machine,  began  during the fiscal  year ended March 31,  1999.  This
facility  manufactures product to be delivered to the United States,  Canada and
the Pacific Rim. Sugar Foods produced the product from April,  1987 until April,
1999  under  a  contractual  arrangement.  Prior  to  negotiations  to  purchase
Northland Ice-Gel,  Cryopak lease-purchased the machine to manufacture Cryopak's
patented ice blanket. Northland Ice-Gel operates the machinery for Cryopak. This
replaces entirely the manufacturing previously conducted by Sugar Foods.



<PAGE>



     The Company commenced a placement of 1,000,000 shares at Cdn$0.40 per share
for  a  total  of  Cdn$400,000   on  April  23,  1998.  The  offering   included
non-transferable  warrants to purchase up to 1,000,000 additional shares for two
years at Cdn$0.40  per share for the first year and  Cdn$0.46  during the second
year.  The  proceeds  from this  offering  were used to reduce  payables and for
unallocated  working  capital and the  offering was closed on June 26, 1998 with
all shares sold. All shares were sold to Canadian and European  individuals  and
entities.

     On November 1, 1998, Cryopak declared the requisite 12% cumulative dividend
on its Class "A" Convertible Voting Preference Shares,  Series I, held by VCC on
the record date of March 31,  1998.  The Company  elected to pay the dividend in
common shares and issued  159,199  common  shares at a price of  Cdn$0.3995  per
share for a total of  Cdn$63,600.  The shares  were  subject to a hold period in
British Columbia which expired after March 31, 1999.

     Cryopak finalized a Cdn$3.6 million purchase order from Northwest  Airlines
on December 1, 1998 for the  refrigerant  products  of its  subsidiary,  Cryopak
(Canada) Corporation. This purchase order is for three years. Northwest Airlines
uses the Cryopak  product in interior  catering and  inflight  food and beverage
service.  Northwest  currently is not using the product.  First use should occur
during the first half of 2000.

     An offering was commenced on February 3, 1999 of 1,280,000 common shares at
Cdn$0.75 per share for net proceeds of Cdn$924,900. The offering was approved by
the  Vancouver  Stock  Exchange and was closed on March 19, 1999 with all shares
sold  to  European  corporations.  Finder's  fees  were  paid  to  two  European
corporations.

     On February 8, 1999  Cryopak  retained  the  services of European  Investor
Services  ("EIS")  to  coordinate  investor  relations  with a growing  group of
shareholders  across Europe.  EIS is an integrated  investor  relations  company
headquartered  in London and operating in all major financial  centers of Europe
and  specializing  in the high tech, new media and  biotechnology  sectors.  EIS
represents  small and medium North  American  companies  wishing to expand their
European  shareholder  bases  and  will  provide  corporate   information  to  a
developing  shareholder  base and ensure a flow of  information  to industry and
financial analysts advising the European financial  community as to the progress
and key  developments  of the  Company.  The  contract  is for six months at two
thousand pounds per month, subject to review after three months.  Currently, the
contract  has been  extended  to a month  to month  basis  and all  parties  are
complying with its terms.

     Nick Fuller was appointed Vice President of Public Relations of the Company
on February 11, 1999.

     John  Morgan  was  appointed  President  and CEO of  Cryopak's  subsidiary,
Cryopak Corporation,  on March 19, 1999. He was also appointed a director of the
Company  at  this  time.  Mr.  Morgan's  signing   incentive  was  a  forgivable
interest-free  loan  which  was used to  acquire  125,000  common  shares of the
Company at Cdn$0.776 per share, including 125,000 warrants exercisable after six
months'  employment.  The stock  purchase  was approved by the  Vancouver  Stock
Exchange.  Also on March 19, 1999,  Leigh Jeffs, a long-time member of the Board
of Directors, was appointed Chief Financial Officer of the Company.

     On April 1, 1999 the Company  retained  the  services  of CCRI  Corporation
("CCRI"), a Phoenix,  Arizona, based corporation,  to provide investor relations
and corporate finance services to the Company,  especially in the United States.
CCRI will provide  corporate  information to a developing  shareholder  base, as
well as ensure a flow of information to industry and financial analysts advising
the American financial  community as to the progress and key developments of the
Company.  The initial agreement is for twelve months at US$6,000 per month, plus
$20,000 for preparation and mailing of a Corporate Profile.

     Cryopak  sold 72,000  shares of its common  stock to CCRI at  Cdn$0.75  per
share for total  proceeds of Cdn$54,000  on April 8, 1999.  Each share came with
one warrant  exercisable for up to two years at Cdn$1.00 per share. The proceeds
from this offering were used for working capital.

     On April 22, 1999 Ross G.  Morrison was elected to the  Company's  Board of
Directors.  The board is now comprised of 6 members: Harry Bygdnes, Robert Leigh
Jeffs, Douglas Reid, John McEwen, John Morgan, and Ross Morrison

<PAGE>

Products
--------

     Cryopak  markets  Cryomat(TM),  a  refrigerant  product  that  maintains  a
temperature  range of 32-46  degrees  Fahrenheit  for longer  than  conventional
cooling  products  such as ice, dry ice and gel packs.  The product  keeps foods
fresh and cold without freezing,  unpleasant odor or watery mess. Cryopak can be
handled  without  risk of  burning  skin and does not  produce  carbon  dioxide.
Cryomat(TM) was tested and independently evaluated for over twelve months by the
North American airline and food catering industry (eg. Northwest Airlines, Dobbs
Catering,  and LSG Sky Chefs)  and the  results of these  tests  showed  that it
possesses superior  temperature  control  capabilities over competing  products,
while meeting or exceeding the HACCP requirements established by the FDA.


     The Company has conducted  tests comparing the effects of its products with
dry ice and gel packs. The Company's product,  Cryopak,  was shown to maintain a
temperature  within a prescribed  range of  temperatures  for a longer period of
time as per graphs  included in exhibits,  an attribute  which is not  generally
available  with  competing  products.  Additionally,  Cryopak  doesn't  have the
disadvantage  of dry ice which produces  carbon  dioxide during the  sublimation
process thereby displaces oxygen in enclosed environments such as aircrafts. Gel
packs do not provide  flexibility  and/or coverage of cold for area coverage for
consistent temperature.  In the case of ice and dry-ice product, form is the key
to  performance  criteria;  i.e.,  ice melts so the liquid  causes  problems  in
airplanes and dry-ice sublimates to CO2 causing issues in air quality. Cryopak's
form and flexibility can be key to performance.  Copies of several studies which
verify these results are attached  hereto as Exhibits  99.3 through 99.8.  These
include (i) an outline of considerations in the physics of heat transfer; (ii) a
study from U.B.C.  which  clearly  shows that  Cryopak out  performs gel paks in
keeping the  subject  matter at a lower  temperature;  (iii) a study by Inchcape
that proves that the "blanket" effect of Cryopak allows it to outperform gels on
a pound for pound basis;  (iv) a study  completed by Abbott  Laboratories  which
clearly outlines Cryopak's superiority in pharmaceutical  shipping,  which was a
"blind"  test  at the  client's  request;  (v) a  test  completed  for SB  which
demonstrates  Cryopak's  superiority  to dry  ice in that  it can  deliver   the
requested  temperature  range without risk; and (vi) results of tests  completed
with Northwest  Airlines to demonstrate  the product's  superiority  for airline
applications.  In all  situations  the  transfer of heat from the subject to the
Cryopak is key in that the blanket  effect  withdraws  more heat and  delivers a
cooler or colder product.

     The Company also has four graphs which support its  findings.  These graphs
are too detailed to be included in the electronic version of this Form 20-F, but
have been submitted in paper format to the Securities and Exchange Commission. A
description of the contents of each graph is provided below.

     (1) Cryomat and Gel Pak Comparison Test. Tested on 4.2 pounds of coolant in
a standard pharmaceutical styrofoam box (outer dimensions 19-1/4 in. x 9-3/4 in.
x 11 in.). The vertical axis  represents the  temperature in degrees  centigrade
(C) and  increases at 10 degree  intervals  from -10 to 50. The  horizonal  axis
shows the time in hours for a period of 34 hours,  starting at 21:42 and marking
off every hour until 7:30 (the first three hours end at the 42 minute mark, then
the graph switches to the 30 minute mark).

     The  Ambient  temperature  line  starts at 30  degrees C and  remains at or
slightly  above this  temperature  until the 13:30 mark,  at which time it rises
sharply to  approximately  4/5 of the way  between 30 and 40 degrees C. The line
hovers near  constantly at this mark until just before  19:30,  at which time it
jumps up sharply again, this time to approximately 2/3 of the way between 40 and
50  degrees  C. The  line slopes down sharply, arriving at just above 30 degrees
C just before 23:30 and remaining there for the duration of the test.

     The three  gel-pak  lines all follow  approximately  the same  route.  Each
starts  approximately  half-way  between 0 and 10 degrees C and  slopes  upward,
reaching  10 degrees C at 2:30.  The lines then  slope more  gently,  reaching a
point  approximately  1/4 of the way  between 10 and 20 degrees C at 13:30.  The
slope then becomes  slightly  steeper,  arching just above 20 degrees C at 21:30
and then sloping  downward again.  Two of the three lines taper off at about 3/4
of the way  between  10 and 20  degrees C at 1:30,  where  they  remain  for the
duration of the test. The third line does not rise up quite as high at the 21:30
mark and then  slopes  down  further  -  reaching  a point  about 3/5 of the way
between 10 and 20 degrees C at 0:30 and remaining at that point for the duration
of the test.

     The three Cryomat lines also follow  approximately the same route and start
about  half-way  between 0 and 10 degrees C. The three lines drop down  sharply,
reaching a point  approximately  3/4 of the way  between  -10 and 0 degrees C at
23:42 and then  rising  gradually,  hitting 0 degrees C at 4:30 and  reaching  a
point half-way  between 0 and 10 degeres C at 15:30.  At this point,  two of the
lines  continue  to rise  gradually,  reaching  10  degrees  C at 21:30 and then
continuing  up  slightly  more  quickly  to  reach  20  degrees  C  at  a  point
approximately half-way between 2:30 and 3:30 before ending



<PAGE>


up  approximately  1/3 of the way  between 20 and 30 degrees C at the end of the
test.  The third line rises  slightly  more  quickly,  reaching  10 degrees C at
approximately  20:30 and 20 degrees C at  approximately  1:30  before  ending up
about half-way between 20 and 30 degrees at the end of the test.

     (2) Cryomat v. Gel Paks Test in Polyfoam 38-I  styrofoam box. Test was done
using a test mass of 5 packs diagnostic slides in a box with inner dimensions of
10-3/4 inches by 7-1/2 inches by 10-1/2  inches.  The vertical axis of the graph
represents the  temperature in degrees  Celsius (C) and increases in five degree
intervals  from -5 to 50 degrees C. The  horizontal  axis portrays the time in 1
hour  intervals  for a period of 45 hours,  starting at 12:50 and marking off 50
past each hour through 23:50, when it switches to thirty past the hour.

     The ambient  temperature  line wavers at slightly  above 30 degrees C until
the first 6:30 mark,  at which time it jumps up to just under 40 degrees C, then
jumps up again to about half-way  between 45 and 50 degrees C at the 12:30 mark.
The line  drops  sharply  down to just  above 30 degrees C at the 13:30 mark and
stays  about 1/4 of the way  between 30 and 35  degrees C until the second  5:30
mark at which time it jumps up to almost  half-way  between 30 and 35 degrees C,
remaining there for the duration of the test.

     There are four  lines  representing  gel pak  probes.  The first one starts
about half-way between -5 and 0 degrees C, immediately  drops down to just above
-5 degrees C, then slowly  rises,  reaching 0 degrees C at a point between 14:50
and 15:50,  5 degrees C at about 7:30 and a point  between 5 and 10 degrees C at
the second 0:30 mark, where it begins to rise more rapidly, ending up just above
15 degrees C at the end of the test at 9:30. The second line starts just above 0
degrees C and  immediately  drops down to 0 C, then  slopes  upward,  reaching 5
degrees  C at about  18:50  and 10  degrees  C at about  13:30.  This  line then
proceeds to rise up a little over 10 degrees C at 14;30 and then drops down just
below that  temperature  until the second 0:30 mark,  where it hits 10 degrees C
again and begins to rise more sharply,  ending up just under 15 degrees C at the
end of the test.  The third gel pak line  begins at 5 degrees  C,  drops down to
just below this line,  and then  begins to climb,  hitting 10 degrees C at about
20:50,  tapering off about 1/5 of the way between 10 and 15 degrees C from about
22:50 to 6:30 and then  rising up to just above 15  degrees C at 14:30.  At this
point the line slopes down sharply,  reaching a low of about halfway  between 10
and 15 degrees C at about 20:30  before  rsing up again,  ending up about 1/3 of
the way between 15 and 20 degrees C at the end of the test. The fourth and final
gel pak line begins at 15 degrees C, drops down  immediately to about 1/3 of the
way  between 10 and 15 degrees C, then rises up to about 1/3 of the way  between
15 and 20 degrees C at about 19:50.  The line slopes up very  gradually to about
halfway between 15 and 20 degrees C at 6:30 and then climbs sharply,  hitting 20
degrees C at just after the 6:30 mark. The line holds steady at about 1/3 of the
way between 20 and 25 degrees C from about 8:30 to about  12:30,  at which point
it rises ups  sharply,  hitting  just over 25 degrees C at about  14:30 and then
dropping back down,  reaching 20 degrees C again at about 16:30 and about 4/5 of
the way between 15 and 20 degrees C at 20:30.  The line  starts to climb  upward
again at this  point,  reaching  20  degrees  again at 22:30 and ending up at 25
degrees C at the end of the test.

     The three Cryomat probe lines all follow approximately the same route. They
start at 5 degrees C and drop down,  hitting a point  half-way  between -5 and 0
degrees C at about 14:50.  They then rise  slowly,  hitting 0 degrees C at about
22:50,  where they remain  constant until about 8:30. The lines then rise gently
and start to separate, with the first line reaching five degrees C at 23:30, the
second at about 0:30 and the third at just past 1:30. The lines reach 10 degrees
C at 3:30, 4:30, and 5:30  respectively,  and all end up just above 15 degrees C
at the conclusion of the test.

     (3) Test of 12 in. by 12 in. by 12 in.  styromold box comparing 7 pounds of
Cryomat with 6 pounds of Gelpaks. Each box contained 21 pounds of mixed vials in
corrugated boxes (20 ml to 500 ml). The vertical axis represents the temperature
in  degrees  Celsius  (C) at ten  degree  intervals  from 0 to 30  degrees.  The
horizontal  axis  shows the time in hours at two hour  intervals  for a total of
approximately 66 hours,  starting at 14:20, and at 20 past the hour until 22:20,
after which it switches to on the hour.  The ambient  line starts  approximately
1/5 of the way between 20 and 30 degrees C and drops down, reaching 20 degrees C
at just after 0:00 and ending up slightly  below 20 degrees C at 10:00.  For the
duration of the test, it hovers at about the 20 degree mark.

     There are three Gel pak probe lines. The first one starts just above the 10
degrees C mark, drops down to just below that mark at about 18:20 and remains at
that  temperature  until  about the 18:00 mark,  at which time it slowly  rises,
reaching  10  degrees C again at the 6:00  mark and then  rising  more  quickly,
ending up about halfway  between 10 and 20 degrees C at the end of the test. The
second  line starts  about 5/6 of the way between the 0 and 10 degree  marks and
stays  there  constantly  until the second  0:00 mark,  at which point it starts
rising,  hitting 10 degrees C at the second  12:00 mark and ending up 2/5 of the
way  between 10 and 20 degrees C. The third probe line starts out 4/5 of the way
between



<PAGE>


0 and 10 degrees C and remains  there until the second 0:00 mark, at which point
it begins to rise,  reaching 10 degrees C at just past the second 16:00 mark and
ending up about 1/3 of the way between 10 and 20 degrees C.

     The three Cryopak lines run almost together.  The first two start at the 10
degree mark and drop down gradually,  reaching a low point that is approximately
1/10 of the way between the 0 and 10 degree C marks at the first 8:00 time mark.
They then slope  upwards and start to  separate,  with the first one reaching 10
degrees C at about the  second  18:00  mark and ending the test about 1/3 of the
way  between 10 and 20 degrees C and the second  reaching  10 degrees C at about
the  second  22:00  mark and  ending up about 1/4 of the way  between  10 and 20
degrees C. The third probe line starts about halfway between 0 and 10 degrees C,
drops down to a low just above 0 degrees C at the first 0:00 mark and then rises
upward to join the higher of the two other lines, reaching 10 degrees C at about
the second 18:00 mark and ending the test about 1/3 of the way between 10 and 20
degrees C.

     (4)  Comparison  of  Cryopak  (11  lbs.)  with  Gelpaks  (17  lbs.)  in  an
endurotherm  insulated container.  Two corrugated boxes each containing 21-20 ml
bottles of water were single  wrapped  with 1/8 in.  ethafoam and placed in each
E90 container.  Temperature  probes were placed in one bottle in liquid,  one in
center and one at the side. The vertical axis of the graph shows the temperature
in degrees  Celsius  (C)  starting at -2 degrees C and then  proceeding  in five
degree  intervals up to a high of 23 degrees C. The horizontal  axis  represents
the time in six hour intervals starting at 3:00PM and ending at 3:00AM 132 hours
later.  The  ambient  starts  about 4/5 of the way  between 18 and 23 degrees C,
drops down to about 1/5 of the way between those two  temperatures  at the first
3:00 am mark,  then back up to 4/5 of the way  between 18 and 23 C at the second
3:00 pm mark and repeats  approximately  this  pattern  for the  duration of the
test.

     There are two lines  representing  gelpak probes. One of them starts 3/5 of
the way  between 3 and 8  degrees C where it  remains  constant  and the  second
starts 4/5 of the way between  these two  temperatures  and drops down.  The two
lines meet at the first  9:00 am mark at a point 3/5 of the way  between 3 and 8
degrees  C. Both lines stay at this  temperature  until  about the third 3:00 pm
mark,  where they begin to rise,  reaching 8 degrees C at just before the fourth
3:00 pm mark and 13  degrees C at the sixth  3:00 am mark and  ending up halfway
between 13 and 18 degrees C.

     There are also two lines for Cryopak probes.  Both start slightly above the
8 degree mark and drop sharply,  with one reaching 3/5 of the way between -2 and
3 degrees C at the first 3:00 am mark and the second  hitting a point 2/5 of the
way between -2 and 3 degrees C at that time.  Both lines  remain  constant for a
significant  amount of time. The line that  represents the slightly warmer probe
starts to rise at the third 3:00 pm mark, reaching 3 degrees C at the fifth 9:00
pm mark and ending the test slightly  above the 8 degree C mark. The second line
stays constant longer,  starting to rise at the fourth 3:00 pm mark,  reaching 3
degrees C at the last 9:00 am mark and ending up just under the 8 degree C mark.


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

     All of the  Company's  sales  are to  third-party  customers.  Sales to the
United  States  for  the  years  1997,  1998,  and  1999  are  73%,  67% and 88%
respectively.  International  sales are 24%, 29% and 7% for 1997,  1998 and 1999
with the majority to one customer,  Seafish Systems. Sales within Canada are 3%,
4% and 5% for 1997, 1998 and 1999.

     Three customers accounted for approximately 70%, 74% and 71% of total sales
for the financial years 1997, 1998 and 1999. They are Dura*Kold Corp.,  Polyfoam
Packers,  and Seafish  Systems for 1997 and 1998 and Dura*Kold  Corp.,  Polyfoam
Packers, and Wyeth-Ayerst Labs for 1999.

     There is no new product or service being offered.

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

     The "perishable"  packaging industry is being faced with several pressures,
which have forced  corporations  within the industry to  reevaluate  traditional
methods of packing, transporting and storing temperature sensitive goods.


<PAGE>

These pressures  include the market and customer driven need for higher quality,
more  timely and  fresher  products,  a cost driven need to reduce the amount of
waste and spending on less effective products and regulation driven requirements
of new food safety and health  standards  and the United  States'  Food and Drug
Administration's  ("FDA")  regulations for the transport of pharmaceuticals  and
general handling and catering of perishable meals for public consumption.

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

     The "perishable"  packaging industry must also follow U.S.D.A.  regulations
in the United States and Agriculture Canada  regulations in Canada.  Cryomat(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  Cryomat(TM) product has been registered with the U.S. Patent
and Trademark Office as "Thermal Packaging  Assembly" and received patent number
4,931,333  on June 5, 1990.  The product was also  patented in Canada on October
22, 1991 with patent number  1,291,073.  The patent expires in Canada on October
22, 2008 and in the United  States on June 5, 2007.  Both patents are held by D.
Lindley Henry. Lin Henry is a consultant for the company. A copy of the Canadian
patent is  attached  as an exhibit to this  registration  statement;  the United
States patent is available from the U.S.  Patent and Trademark  Office.  Because
these  expiration  dates are so far in the future,  the  Company  feels that the
patent  expirations  will  not make a  significant  impact  upon  the  Company's
business.

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

Cryopak (Canada) Corporation
----------------------------

     Cryopak  (Canada)   Corporation,   ("CCC")  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. CCC has a wholly
owned subsidiary,  Cryopak Corporation, a Nevada corporation formed on March 20,
1987. Additionally,  CCC 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,  CCC has been handling all
sales  activities  up to the point when the  Company  started  manufacturing  in
Vancouver.  From July 1998  onwards,  CCC 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.
----------------------------

     Cryopak  (International)  Inc. is a Barbados  corporation  incorporated  on
August 29, 1995.  On March 19, 1996  Cryopak  (International)  Inc.,  reached an
agreement in principle  with Erik  Petersson & Company,  Inc.  ("EPC") of Miami,
Florida,  to secure sales and distribution  contracts for the Company's products
outside  North  America.  Under the terms of this  agreement,  EPC would be paid
Cdn$2,500  per month until  contracts  with  customers  were  signed,  plus five
percent  commission on total gross sales generated by EPC and warrants issued to
EPC's  principal,  Bertil I. Petersson,  based upon gross sales.  These warrants
were to be issued at a rate of 60,000  warrants  for the first  US$1,000,000  in
gross sales and 30,000  warrants for every  additional  US$500,000 in sales to a
maximum of 600,000 warrants. All warrants were exercisable for one year from the
date of issuance. The agreement stipulated a maximum of $10,000,000 gross sales,
which must be generated within five years. EPC has provided Cdn$680,000 in sales
and the Company has not issued any warrants.  As part of this  agreement,  EPC's
principal,  Bertil I.  Pertersson,  was to have been  appointed to the Company's
board of  directors.  However,  Cryopak  International,  Inc. did not ratify the
appointment and Mr. Petersson did not become a director. Cryopak (International)
Inc. has not had any activities to date.


<PAGE>


ITEM 2. DESCRIPTION OF PROPERTY


     Cryopak's  principal executive offices are located at 1120-625 Howe Street,
Vancouver,  British Columbia, Canada V6C2T6. Cryopak leases office space for its
corporate  headquarters totaling 2,039 square feet at a rate of Cdn$2,378.83 per
month.  The current lease  expires on October 31, 2000.  The Company is reaching
maximum office capacity and will likely be seeking additional space prior to the
expiry of the existing lease.  The Company is finalizing a purchase of Northland
Ice-Gel  Inc./Northland  Custom  Packaging Inc.  manufacturers  of gel packs and
related products. The Company's  manufacturing  activities are currently carried
out in that  manufacturer's  facility  under  the  control  of the  Company.  In
addition,  the Company  contracts with that company to provide  supervision  and
labor in the  manufacturing  activities.  There is no written  agreement between
Cryopak and Northland Ice-Gel,  Inc./Northland  Custom Packaging Inc. pertaining
to the use of Northland's property and its manufacture of our product.  There is
a Letter of Intent for the proposed  acquisition  of  Northland.  This  provides
adequate additional office space, product testing facilities, and allow complete
monitoring and direct control of all manufacturing and production functions. The
additional space acquired would be 10,000 square feet.


ITEM 3. LEGAL PROCEEDINGS

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

ITEM 4. CONTROL OF REGISTRANT

     Cryopak is not  directly or  indirectly  owned or  controlled  by any other
corporation or by any foreign government.  The following table sets forth, as of
May 31, 1999,  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.  Except as  otherwise  indicated,  all shares are owned
directly.

<TABLE>
<CAPTION>
(1)                        (2)                                (3)                                (4)
                           Name and address of                Amount and Nature                  Percent of
Title of Class             beneficial owner                   Of Beneficial Ownership            Class
--------------             ----------------                   -----------------------            -----
<S>                        <C>                                <C>                                <C>

Common Shares              Exceptional Technologies Funds 3   977,777                            5.7%
                           1199 West Hastings St., 5th Fl


Common Shares              Cryopak Industries (VCC) Inc.      1,043,722                          6.0%

Common Shares              Directors/Officers                 1,461,241                          8.5%
                           Harry Bygdnes
                           Robert Leigh Jeffs
                           Douglas Reid
                           John McEwen
                           John Morgan
                           Ross Morrison
</TABLE>

ITEM 5. NATURE OF TRADING MARKET

     The  Company's  common  stock  trades  in Canada  on the  Canadian  Venture
Exchange.  Non-Canadian  investors are also able to trade the Company's stock on
this  Exchange.  As of March  31,  1999,  the  Company's  stock  was held by 388
American  shareholders,  which consisted of 34% of its total outstanding shares.
The high and low sales  prices for the  Company's  common  stock on the Canadian
Venture Exchange over the past two fiscal years are as follows:


<PAGE>


<TABLE>
<CAPTION>

         Fiscal Quarter                     High (Cdn$)                Low (Cdn$)
         <S>                                <C>                        <C>
         April - June 1999                  $1.15                      $0.98
         January - March 1999               $0.84                      $0.74
         October - December 1999            $0.89                      $0.55
         July - September 1998              $0.62                      $0.39
         April - June 1998                  $0.46                      $0.36
         January - March 1998               $0.43                      $0.36
         October - December 1997            $0.42                      $0.26
         July - September 1997              $0.52                      $0.41
         April - June 1997                  $0.60                      $0.45
</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 nonCanadian  holders
of Common  Shares.  The Company is not aware of any  limitations on the right of
nonCanadian  owners to hold or vote Common Shares imposed by Canadian federal or
provincial law or by the Company.

     The  Investment  Canada Act (the "Act")  governs  acquisitions  of Canadian
business  by a  nonCanadian  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 greater number of shares).

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

ITEM 7. TAXATION

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


<PAGE>



ITEM 8. SELECTED FINANCIAL DATA (STATED IN CANADIAN DOLLARS)

<TABLE>


                                    Year             Year              Year             Year            Year
                                    Ended            Ended             Ended            Ended           Ended
                                    March 31,        March 31,         March 31,        March 31,       March31,
                                    1999             1998              1997             1996            1995
<S>                                 <C>              <C>               <C>              <C>             <C>
Net Sales or Operating Revenues     $1,295,159       $1,161,442        $1,140,242       $965,912        $1,053,456
Income (Loss) from Continuing
 Operations                         (  912,068)      (  638,553)       (  675,133)      (912,390)       (  799,428)
Income (Loss) from Continuing
 Operations per common share        (     0.06)      (     0.05)       (     0.06)      (   0.09)       (     0.09)
Total Assets                         2,036,700        1,364,297           892,598        969,860           789,332
Long-Term Obligations and
 Redeemable Preferred Stock

     Capital Leases                    249,057          320,015                 0              0                 0
     Redeemable Preferred Stock              0                0                 0              0                 0
Cash Dividends Declared per

 Common Share                              N/A             N/A                  N/A               N/A             N/A
</TABLE>

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

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

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

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

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

<TABLE>
<CAPTION>
                                                              Year Ended March 31

                                               1999              1998       1997         1996           1995
                                               ----               ----      ----         ----           -----
<S>                                            <C>               <C>        <C>          <C>            <C>
Loss for the year, Canadian GAAP               $(  912,068)    $(638,553)   $(675,133)   $(912,390)     $(799,428)

Amortization of deferred development costs          14,822        14,822       14,822       14,822         14,822
Adjustment for stock based compensation -
   Non employees                                (  574,868)     (123,226)    (190,351)     (50,573)        (9,788)
                                                ---------      ----------    ---------     --------        -------

Loss for the year, U.S. GAAP                    (1,472,114)     (746,957)    (850,662)    (948,141)      (794,394)
                                                ------------    ---------    ---------     --------      --------

Loss per share, U.S. GAAP                      $(     0.10)    $(   0.06)   $(   0.07)   $   (0.09)     $   (0.09)
                                                ------------    ---------   ----------   ----------     ----------
</TABLE>

     Pro forma  information  regarding  net  income  and  earnings  per share is
required by Statement of Financial  Accounting  Standard No. 123 "Accounting for
Stock Based Compensation" (SFA123), which also requires that the


<PAGE>



information be determined as if the Company has accounted for its employee stock
options  granted in fiscal periods  beginning  subsequent to December 1994 under
the fair value method of that  statement.  The fair value for these  options was
estimated  at the date of grant  using a  Black-Scholes  pricing  model with the
following weighted average  assumptions for the years ended March 31, 1999, 1998
and  1997,  respectively:  risk  free  interest  rates of 5.2%,  5.8% and  6.8%;
dividend  yields of 0%;  volatility  factors of the expected market price of the
Company's  common stock of 1.23;  and a weighted  average  expected  life of the
options of four, one and .65 years.

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

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

<TABLE>
<CAPTION>
                                                              Year Ended March 31

                                                   1999                1998               1997
                                                   ----                ----               ----
<S>                                                <C>                 <C>                <C>

Pro forma loss, U.S. GAAP                          $( 1,785,577)       $(    784,485)     $(    875,991)
Pro forma loss per share, U.S. GAAP                $(      0.12)       $(       0.06)     $(       0.07)
                                                   -------------        --------------      --------------
</TABLE>


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

<TABLE>
<CAPTION>
                                                              Year Ended March 31

                                                   1999                1998
                                                   ----                ----
<S>                                                <C>                 <C>
Assets                                             $   2,018,172       $  1,330,947
Share Capital                                         10,257,319          7,485,544
Deficit                                             (  9,400,181)        (7,987,693)
</TABLE>

     As of September  13, 1999,  the exchange rate between the United States and
Canada was US$1.00 per  Cdn$1.4703.  Over the Company's  past five fiscal years,
the exchange rate per US$1.00 has varied as follows:

<TABLE>
<CAPTION>
                           Rate at          Average           Low               High
Fiscal Year Ended          Year End         Rate              Rate              Rate
-----------------          --------         ----              ----              ----
<S>                        <C>              <C>               <C>               <C>
March 31, 1999             $1.5092          $1.5033           $1.4173           $1.5765
March 31, 1998             $1.4166          $1.4023           $1.3669           $1.4639
March 31, 1997             $1.3843          $1.3609           $1.3306           $1.3843
March 31, 1996             $1.3632          $1.3629           $1.3282           $1.3987
March 31, 1995             $1.3990          $1.3824           $1.3408           $1.4235
</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  thereto  included  with this Form  20-F.  Except  for the
historical  information  contained  herein,  the discussion in this Registration
Statement  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>




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

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


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


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

<TABLE>
<CAPTION>
                                    1999                      1998                           1997
                                    ----                      ----                           ----
<S>                        <C>       <C>               <C>     <C>               <C>          <C>
Sales                      100%      $1,295,159        100%    $1,161,442        100%         $1,140,242
Cost of sales               57%         746,285         66%       763,018         59%            675,706
Gross Profit                43%         548,874         34%       398,424         41%            464,536
Selling and                113%       1,460,942         89%     1,036,977        100%          1,139,669
 administrative costs
Net loss                    70%         912,068         55%       638,553         59%            675,113
</TABLE>

     Sales have been relatively  stable over the last three years,  showing only
marginal  increases of 11.5% in 1999,  1.8% in 1998, and 18.0% in 1997. Over the
prior year, the Company has been seeking out markets  capable of producing large
sales volumes with high gross margins.

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

     The Company's  cost of sales was 57% in 1999, 66% in 1998, and 59% in 1997.
The cost of sales as a percentage of sales has been relatively stable, generally
approximately 57%.

     In 1998,  the cost of sales  was 66%.  In order to  encourage  sales to the
Asian and Australian/New  Zealand markets, the Company reduced its selling price
temporarily.  This  resulted in an increase in cost of sales as a percentage  of
sales.  Sales  efforts to those  regions  have  ceased  because of the  weakened
currencies there.  Sales efforts will resume when more favorable  exchange rates
occur.

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

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

     The Company's  selling and  administrative  costs were 113% in 1999, 89% in
1998, and 100% in 1997. The costs were high relative to sales.  These costs were
related to:

          1.   the Company's marketing and financing activities;
          2.   identifying  prospective  target  industry  groups  such  as  the
               transportation  of fresh  food  and  produce,  airline  in-flight
               services, and pharmaceutical  industry requiring specific thermal
               packaging solutions;
          3.   assisting prospective customers in product testing and developing
               implementation strategies; and
          4.   developing and designing of thermal  packaging  solutions to meet
               prospective customer needs.

     The  Company  is  faced  with a sales  cycle  of up to  2-1/2  to 3  years.
Accordingly,  the  Company  must  spend  considerable  amounts  of  money on its
marketing  efforts before  realizing  significant  sales. The result in 1999 and
prior



<PAGE>




years has been a large  investment in its marketing  program and a corresponding
requirement  to finance  such costs  through  the equity  markets.  The  Company
anticipates that sales will increase in 2001 for the following reasons:

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

     2.   The sales cycle with other pharmaceutical  companies is moving through
          the completion of testing to the purchase stage.  SmithKline  Beecham,
          Aradigm, and Caremark are anticipated to place orders.

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

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

     5.   A new  sales  representative  will be  added  early  in the new  year,
          focused on the e-commerce, Internet-driven grocery business.


Liquidity
---------


     The Company  has relied  upon its  ability to raise  capital to finance its
ongoing  operating  losses and capital asset  requirements.  The Company  issued
stock totaling  $2,392,000 in 1999,  $291,890 in 1998, and $586,870 in 1997. The
Company has raised additional equity of $678,166 in the first nine months of the
current fiscal year ending March 31, 2000.

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

     The Company has financed capital expenditures in 1998 with a capital lease.
Such  financing  was  $368,313 in 1998.  At March 31,  1999,  the Company had no
specific commitments to make further capital expenditures,  nor does it have any
at December 31, 1999.

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


ITEM 9A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

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

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

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


     Approximately  95% of the  Company's  sales  revenue is in US  Dollars  and
substantially all of its costs of sales and administrative costs are in Canadian
dollars.  Its marketing costs including travel and consulting costs are incurred
in the counrty 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  fluctuation of up to 10% in
interest rates would not materially affect its financial  position or results of
operations.

     As at March 31, 1999,  the  capitalized  amount owing under long term lease
contracts  was  $333,601  with fixed  interest  until  maturity.  See Note 10 of
financial statements.


<PAGE>



ITEM 10. DIRECTORS AND OFFICERS OF REGISTRANT

Cryopak Industries Inc.
-----------------------

<TABLE>
<CAPTION>
                                                                             Arrangements Material
Name                       Title(s)         Term of Office                   to Appointment
----                       --------         --------------                   --------------
<S>                        <C>              <C>                              <C>
Harry Bygdnes              President,       1981 to Present                  None
                           Director         1981 to Present                  None
Robert Leigh Jeffs         CFO,             March 1999 to Present            None
                           Director         June 1990 to Present             None
Harley D. Sinclair         Secretary        November 1995 to Present         None
Ross G. Morrison           Director         April 1999 to Present            None
John F. Morgan             Director         March 1999 to Present            None
John A. McEwen             Director         August 1995 to Present           None
Douglas R. Reid            Director         June 1990 to Present             None
</TABLE>

Cryopak (Canada) Corporation
----------------------------

<TABLE>
<CAPTION>
                                                                             Arrangements Material
Name                       Title(s)         Term of Office                   to Appointment
<S>                        <C>              <C>                              <C>
Harry Bygdnes              Secretary,       1987 - Present                   None
                           Director
Robert Leigh Jeffs         President,       March 1987 to March 1999         None
                           Director         March 1987 to Present            None
John F. Morgan             President,       March 1999 to Present            None
                           CEO, and         March 1999 to Present            None
                           Director         March 1999 to Present            None
</TABLE>

Cryopak (International) Inc.
----------------------------

<TABLE>
<CAPTION>
                                                                             Arrangements Material
Name                       Title(s)         Term of Office                   to Appointment
<S>                        <C>              <C>                              <C>
Harry Bygdnes              Director         August 1995 to Present           None
Robert Leigh Jeffs         Director         August 1995 to Present           None
</TABLE>

     All directors have a term of one year. Directors are elected at each annual
meeting  of the  Company.  The  terms  for  President,  CFO  and  Secretary  are
indefinite.

ITEM 11. COMPENSATION OF DIRECTORS AND OFFICERSA

     During the  Company's  last fiscal year ended March 31,  1999,  the Company
paid an aggregate of Cdn$151,146 to its officers. The Company's directors do not
receive a salary, but are paid for out-of-pocket  expenses incurred as directors
of the Company.  Both the  Company's  officers and its  directors  have received
options for the Company's common stock at various exercise prices based upon the
average  trading  price for the ten trading days prior to the grant date.  There
are no amounts  set aside or  accrued  during  the last  fiscal  year to provide
pension,  retirement or similar benefits for the directors and officers pursuant
to  any  existing  plan  provided  or  contributed  to by  the  Company  or  its
subsidiaries.

ITEM 12. OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR SUBSIDIARIES

     As of March 31, 1999, the following  stock  options,  all  exercisable  for
shares of the Company's common stock, were outstanding:


<PAGE>


<TABLE>
<CAPTION>

Group Received                      Number of Shares     Exercise Price          Expiration Date
--------------                      ----------------     --------------          ---------------
<S>                                 <C>                  <C>                     <C>
Directors                           170,000              $0.50                   June 13, 1999
                                    390,000              $0.52                   August 17, 2000
                                    343,000              $0.50                   January 7, 2001
                                    75,000               $0.52                   June 19, 1999
                                    200,000              $0.50                   September 2, 1999
Officers                            100,000              $0.40                   June 26, 2000
                                    136,300              $0.82                   August 17, 2000
Employees                           20,000               $0.52                   June 16, 1999
                                    100,000              $0.82                   February 11, 2001
                                    750,000*             $0.76                   March 19, 2004

Directors and Officers              2,164,300
as a group (3 persons)
Total options outstanding           2,284,300

</TABLE>

*  These  options  will  vest at a rate of  50,000  at the end of each  calendar
quarter commencing March 31, 1999.

ITEM 13. INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS

     Over the past five  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 Cryopak.  These  advances  have  included  Cdn$56,972
during the fiscal year ended March 31, 1995,  Cdn$109,339 during the fiscal year
ended March 31, 1996,  Cdn$ 90,668  during the fiscal year ended March 31, 1997,
Cdn$70,572 during the fiscal year ended March 31, 1998 and Cdn$48,868 during the
fiscal year ended  March 31,  1999.  These  amounts  were not repaid  during the
fiscal year ended March 31, 1995;  however,  commencing in the fiscal year ended
March 31, 1996 NCK began repaying the advances at a rate of Cdn$2,200 per month,
which amount includes eight percent annual interest. The unsecured cash advances
were paid against royalties, which were less than anticipated.

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

<TABLE>
<CAPTION>
         Fiscal Year Ended          Management Fees             Royalties
         -----------------          ---------------             ---------
         <S>                        <C>                         <C>
         March 31, 1995             Cdn$210,000                 Cdn$17,722
         March 31, 1996             Cdn$220,000                 Cdn$20,159
         March 31, 1997             Cdn$220,000                 Cdn$22,934
         March 31, 1998             Cdn$220,000                 Cdn$26,289
         March 31, 1999             Cdn$220,000                 Cdn$26,261
</TABLE>

     During the fiscal year ended March 31, 1996,  the Company paid  commissions
to Discovery Capital Corporation,  the president and non-controlling shareholder
is John McEwen, who is also a member of Cryopak's board of directors. Mr. McEwen
provides assistance in market research, preparation of documents and planning of
offering of shares under  private  placements.  These  commissions  were paid in
exchange for sales of the Company's stock as part of the  Cdn$2,000,000  venture
capital  Investment  Agreement  entered into  between the Company and  Discovery
Capital  Corporation in March 1995 and totaled  Cdn$56,560.  The Company paid an
additional  Cdn$15,540 in professional fees and Cdn$23,500 in consulting fees to
Discovery Capital  Corporation during the fiscal year ended March 31, 1997, also
as a part of the terms of the Investment Agreement.

     Other amounts paid to affiliated  corporations  during the past five fiscal
years  include  Cdn$10,000  in  professional  fees paid to a company  owned by a
director  during the fiscal  years  ended  March 31, 1996 and March 31, 1998 and
professional  fees of  Cdn$22,200  paid in the fiscal year ended March 31, 1999.
The fees were paid to Reid & Company for advisory  services.  Douglas R. Reid is
president  of  Reid  &  Company.  He  provides  general  corporate   consulting,
accounting advice and related assistance on financial matters including leases.

     The Company had accounts receivable of Cdn$12,446 owed by NCK Holdings Inc.
and Cdn$3,278 by Fulcrum  Development  Ltd., a company  related by Harry Bygdnes
and Leigh Jeff, directors in common, during the fiscal year


<PAGE>



ended March 31,  1997.  In the fiscal  year ended  March 31,  1998 the  accounts
receivable  were  Cdn$7,658  by NCK  Holdings  Inc.  and  Cdn$3,278  by  Fulcrum
Development Ltd., whose accounts receivable balance was also at Cdn$3,278 during
the fiscal year ended March 31, 1999. The amount owing by Fulcrum Development is
in respect to recoverable  office  services and costs incurred by the Company on
behalf of Fulcrum  Development.  The amount  owing by NCK  Holdings  were excess
payments of royalties and are  recoverable out of future royalty  payments.  The
payments made were due to the actual royalty being less than anticipated.


                                     PART II

ITEM 14. DESCRIPTION OF SECURITIES TO BE REGISTERED

Common Stock
------------

     Holders of the Common Stock are entitled to one vote for each share held by
them of record on the books of the  Company in all matters to be voted on by the
stockholders.  Holders of Common Stock are entitled to receive such dividends as
may be declared from time to time by the Board of Directors out of funds legally
available,  and in the event of  liquidation,  dissolution  or winding up of the
Company,  to share ratably in all assets remaining after payment of liabilities.
Declaration  of dividends on Common  Stock is subject to the  discretion  of the
Board of  Directors  and will  depend upon a number of  factors,  including  the
future earnings,  capital  requirements and financial  condition of the Company.
The Company has not  declared  dividends on its Common Stock in the past and the
management currently  anticipates that retained earnings,  if any, in the future
will be applied to the expansion and  development of the Company rather than the
payment of dividends.

     The holders of Common Stock have no preemptive or conversion rights and are
not  subject  to  further  calls or  assessments  by the  Company.  There are no
redemption or sinking fund provisions applicable to the Common Stock. The Common
Stock  currently  outstanding  is, and the Common  Stock  offered by the Company
hereby will, when issued, be validly issued, fully paid and nonassessable.

Class A Preferred Stock, Series 1
---------------------------------

     Holders of the Class A  Preferred  Stock,  Series I, shall be  entitled  to
receive notice of and attend all meetings of the shareholders of the Company and
shall have the right to vote at any such  meetings  on the basis of one vote for
each Series 1  Preferred  Share held.  The  consideration  for the issue of each
Class A Preferred Share, Series 1, shall be Cdn$1,000.

     Each Class A  Preferred  Share,  Series I, carry a 12%  annual,  cumulative
dividend, payable at the end of the Company's most recent fixed fiscal year end,
at the option of the Company,  in either cash or Common Shares, the value of the
Common Shares being  calculated on the basis of the Current  Trading  Price.  No
dividends  shall be  declared  or paid on any other  class of shares  unless and
until all unpaid dividends on the Series 1 Preferred Shares have been paid.

     At any time after December 31, 1996, each Class A Preferred  Share,  Series
I, shall be convertible  into Common Shares on the basis of a Common Share price
of Cdn$3.00 each, or at such lower price as may be provided below as follows:

          1.   Cdn$2.50 at any time after  December 31, 1997,  provided that the
               Current  Trading Price shall never have exceeded  Cdn$2.99  after
               December 31, 1996;
          2.   Cdn$2.00 at any time after  December 31, 1998,  provided that the
               Current  Trading Price shall never have exceeded  Cdn$2.99  after
               December 31, 1996 or Cdn$2.49 after December 31, 1997;
          3.   At any time after  December 31, 1999,  provided  that the Current
               Trading Price shall never have exceeded  Cdn$2.99  after December
               31, 1996 or Cdn$2.49  after  December 31, 1997 or Cdn$1.99  after
               December  31,  1998,  at a Common Share Price equal to that price
               which  represents  a 15%  discount  to the then  Current  Trading
               Price,  which  Common  Share price in no event shall be less than
               $0.95.

Any  shares  not  converted  prior to May 12,  2000 shall be deemed to have been
converted on May 12, 2000 at the applicable conversion price described above. If
there is a subdivision or consolidation of the Class A Preferred Shares prior to
conversion  of the  Series I  Preferred  Shares  into  Common  Shares,  then the
applicable conversion formula shall be proportionally adjusted.


<PAGE>



     In the event of a dissolution, winding up or other return of capital of the
Company,  registered holders of the Class A Preferred Shares, Series I, shall be
entitled to receive  the amount paid up on such shares and all unpaid  dividends
before  any  amount  shall be paid or any  property  or asset of the  Company is
distributed  to the  registered  holders of any other  classes of shares.  After
payment to the registered holders of the Series I Preferred Shares of the amount
so payable to them as provided above, they shall not be entitled to share in any
future distribution for the property or assets of the Company.


                                     PART IV

ITEM 17. FINANCIAL STATEMENTS


                          INDEPENDANT AUDITORS' REPORT

To the Shareholders
Cryopak Industries Inc.

We have audited the consolidated  balance sheets of Cryopak  industries Inc., as
at March 31, 1999 and 1998 and the  consolidated  statements of loss and deficit
and changes in financial position for each of the years in the three year period
ended  March  31,  1999.  These  consolidated   financial   statements  are  the
responsibility of the company's management.  Our responsibility is to express as
opinion on theses financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in Canada.  Those standards  require that we plan and perform an audit to obtain
reasonable assurance wheather the consolidated  financial statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting  principles used and significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statements.

In our opinion,  these consolidated  financial statements present fairly, in all
material respects,  the financial  positions of the company as at March 31, 1999
and 1998 and the  results of its  operations  and the  changes in its  financial
position  for each of the years in the three year period ended March 31, 1999 in
accordance with accounting  principles generally accepted in Canada. As required
by the Company Act (British  Columbia),  we report that,  in our opinion,  these
principles have been applied on a consistent basis.

/s/ Hay & Watson

Chartered Accountants

Vancouver, BC
June 11, 1999



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

In the United States,  reporting  standards for auditors require the addition of
an explanatory  paragraph (following the opinion paragraph) when the financial
statements are affected by conditions and events that cast substantial  doubt on
the company's ability to continue as a going concern, such as those described in
Note 1 to the financial  statements.  Our report to the shareholders  dated June
11, 1999 is expressed in accordance with Canadian  reporting  standards which do
not permit a reference to such events and conditions in the Auitors' Report when
these are adequately disclosed in the financial statements.

/s/ Hay & Watson

Chartered Accountants
<PAGE>


CRYOPAK INDUSTRIES INC.
Consolidated Balance Sheets
March 31
(Stated in Canadian Dollars)
<TABLE>
<CAPTION>

<S>                                                                   <C>                                     <C>

ASSETS

Current
  Cash                                                                 $    640,299                            $       3,417
  Accounts receivable, net of allowancol for uncollectible
   accounts of $74,684 (1998 - $21,155)                                     360,783                                  217,677
  Inventory (Note 3)                                                         20,608                                   36,757
  Prepaid expenses                                                           14,075                                   12,196
  Due from employees                                                         24,448                                   32,117
                                                                             ------                                   ------
                                                                          1,060,213                                  421,773
  Term deposit - Restricted (Note 4)                                        125,649                                  119,609
  Investments (Note 5)                                                           75                                   25,442
  Capital Assets (Note 6)                                                   429,652                                  416,945
  Advance to Related Company (Note 7)                                        48,868                                   70,572
  Intangibles (Note 8)                                                      372,243                                  429,565
                                                                            -------                                  -------
                                                                       $  2,036,700                             $  1,364,297
LIABILITIES

  Current
   Accounts payable and accrued liabilities                            $    276,966                             $    532,440
   Note payable (Note 9)                                                          -                                  350,000
   Current portion of capital lease obligation                               84,544                                   80,174
                                                                             ------                                   ------
                                                                            361,510                                  962,614
  Capital Lease Obligation (Note 10)                                        249,057                                  320,015
  Deferred Income Taxes                                                      20,467                                   20,467
                                                                             ------                                   ------
                                                                            631,034                                1,303,096

SHAREHOLDERS'EQUITY

Share Capital (Note 11)
 Issued and outstanding
  Common shares                                                           9,682,451                                7,362,318
  Class A preferred shares, Series 1                                        530,000                                  530,000
Deficit                                                                  (8,806,785)                              (7,831,117)
                                                                         ----------                               ----------
                                                                          1,405,666                                   61,201
                                                                       $  2,036,700                             $  1,364,297

APPROVED BY THE BOARD:

/s/Harry Bygdnes
_____________________ Director

/s/ R. Leigh Jeffs
</TABLE>
<PAGE>

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


                                                                       1999                     1998                     1997
<S>                                                              <C>                      <C>                      <C>


Sales                                                             $ 1,295,159              $ 1,161,442              $ 1,140,242
Cost of goods sold                                                    746,285                  763,018                  675,706
                                                                      -------                  -------                  -------
Gross profit                                                          548,874                  398,424                  464,536
Operating expenses (Schedule 1)                                     1,448,456                1,023,556                1,130,823
                                                                    ---------                ---------                ---------
Operating loss                                                       (899,582)                (625,132)                (666,287)
                                                                     --------                 --------                 --------
Other (Income) Expenses
 Filing, listing and transfer agent fees                               25,289                   20,321                   17,006
 Other income                                                         (12,803)                  (6,900)                  (8,160)
                                                                      -------                   ------                   ------
                                                                      (12,486)                 (13,421)                  (8,846)
Loss before income taxes                                             (912,068)                (638,553)                (675,133)
                                                                     --------                 --------                 --------
Net loss for the year                                                (912,068)                (638,553)                (675,133)
Dividends                                                             (63,600)                 (47,970)                       -
                                                                      -------                  -------
Net loss for the year attributable to common
 Shareholders                                                        (975,668)                (686,523)                (675,133)
Deficit, begining of year                                          (7,831,117)              (7,144,594)              (6,469,461)
                                                                   ----------               ----------               ----------
Deficit, end of year                                              $(8,806,785)             $(7,831,117)             $(7,144,594)
                                                                  -----------              -----------              -----------


Loss per share                                                    $      0.07              $      0.05              $      0.06
                                                                  -----------              -----------              -----------

Weighted average common shares outstanding                         14,937,561               12,597,083               11,691,097
</TABLE>

<PAGE>

CRYOPAK INDUSTRIES INC.
Consolidated Statements of Loss and Deficit (Con't)
Year Ended March 31
(Stated in Canadian Dollars)

<TABLE>
<CAPTION>
SCHEDULE OF DIVIDENDS PAID ON CLASS A PREFERRED SHARES

Year Ended              Number of Common Shares Issued          Amount
----------              ------------------------------          ------
<S>                     <C>                                     <C>
March 31, 1997          -                                       -
March 31, 1998          96,908                                  $  47,970
March 31, 1999          159,199                                 $  63,600
</TABLE>

<TABLE>
<CAPTION>
DIVIDENDS -- PREFERRED SHARES (12%)

                                                    Price           Number of       Date Paid
                                    Amount          Per Share       Shares          (Issued)
                                    ------          ---------       ------          --------
<S>                                 <C>            <C>              <C>             <C>
1.  Due as at March 31, 1996        $  3,924                          7,926

2.  Due as at March 31, 1997
       Issued in year ended
       March 31, 1998                 44,046                         88,982
                                      ------                         ------

                                    $47,970         $0.495 (a)       96,908         October 24, 1997
                                    =======                          ======

3.  Due as at March 31, 1998
       Issued in year ended
       March 31, 1999
       $530,000 x 12%               $63,600         $0.3995 (b)     159,199         November 4, 1998
                                    =======         =======         =======

4.  Due as at March 31, 1999
     -- not issued
     (i) outstanding from 1997      $   439
     (ii)due for year ended 3/31/99
         $530,000 x 12%              63,600
                                     ------

                                    $64,039
                                    =======
</TABLE>

<PAGE>


CRYOPAK INDUSTRIES INC.
Consolidated Statements of Changes in Financial Position
Year Ended March 31
(Stated in Canadian Dollars)

<TABLE>
<CAPTION>


                                                                        1999                    1998                    1997
<S>                                                              <C>                     <C>                     <C>


Operating Activities
 Net loss for the year                                            $  (912,068)            $  (638,553)             $  (675,133)
 Adjustment for:
  Depreciation and amortization                                       114,730                  77,783                   79,564
  Loss from short term investment                                          25                       -                        -
                                                                           --
                                                                     (797,313)               (560,770)                (595,569)
Changes in non-cash working capital
 Proceeds from (repayment of)advances-related                                -                   4,789                  (15,815)
  Companies
(Increase) decrease in accounts receivable                           (143,106)                (75,603)                   3,290
 Decrease (increase) in amount due from employees                        7,669                   8,001                  (29,900)
 Decrease in inventory                                                  16,149                      22                   15,404
(Increase) decrease in prepaid expenses                                (1,879)                  3,466                   (6,186)
(Decrease) increase in accounts payable                              (255,474)                156,853                  (40,587)
                                                                     --------                 -------                  -------
Cash used in operating activities                                  (1,173,954)               (463,242)                (669,363)
                                                                   ----------                --------                 --------

Financing Activities
  Issue of shares                                                   2,392,733                  291,890                 586,870
  Share issue costs                                                   (72,600)
  Shares returned to treasury                                               -                   (8,000)                      -
  Liabilities settled by issue of company shares                            -                        -                  56,560
  (Repayment of) proceeds from note payable and capital              (416,588)                 718,313                  (5,806)
   lease obligation
  Payment of dividend                                                 (63,600)                 (47,970)                      -
                                                                      -------                  -------
Cash provided by financing activities                               1,839,945                  954,233                 637,624
                                                                    ---------                  -------                 -------

Investing Activities
  Acquisition of capital assets                                       (44,773)                (387,227)                (20,811)
  Advances from related company                                        21,704                   20,096                  18,671
  Term deposit - restricted                                            (6,040)                (119,609)                      -
                                                                       ------                 --------
 Cash used in investing activities                                    (29,109)                (486,740)                 (2,140)
                                                                      -------                 --------                  ------

Increase (Decrease) in Cash                                           636,882                    4,251                 (33,879)
Cash (Bank indebtedness), Beginning of Year                             3,417                     (834)                 33,045
Cash (Bank indebtedness), End of Year                            $    640,299             $      3,417            $       (834)
                                                                 ------------             ------------            ------------

</TABLE>
<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
March 31, 1999 and 1998
(Stated in Canadian Dollars)

1. GOING-CONCERN

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

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

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

The Company  prepares  its accounts in  accordance  with  accounting  principles
generally   accepted  in  Canada.  A  reconciliation  of  amounts  presented  in
accordance with United States accounting principles is detailed in Note 18.

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

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

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

Measurement Uncertainty
-----------------------

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


CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
March 31, 1999 and 1998
(Stated in Canadian Dollars)

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

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

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

Investments
-----------

Current  investments  are  recorded  at the  lower  of cost  and  market  value.
Long-term investments are recorded at cost unless there has been a loss in value
that is other than a temporary decline,  in which case the investment is written
down to fair market value.

Depreciation
------------

Capital assets are recorded at cost and are  depreciated on the following  basis
at the rates indicated:

<TABLE>
<CAPTION>

<S>   <C>                                       <C>


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

</TABLE>


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


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

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

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

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

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

<PAGE>

CRYOPAK  INDUSTRIES  INC.
Notes to Consolidated  Financial  Statements
March 31, 1999 and 1998
(Stated in Canadian Dollars)


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

Goodwill
--------

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

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

The fair values of the Company's cash, investments, accounts receivable, amounts
due from employees,  advance to related  company,  accounts  payable and accrued
liabilities,  bank indebtedness,  and capital lease obligation were estimated to
approximate their carrying value.

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

Sales are recognized upon shipment of products.

3. INVENTORIES
<TABLE>
<CAPTION>


                                                   1999                          1998
<S>                                             <C>                            <C>

Raw material                                     $     5,348                    $
                                                                      -
Finished goods                                        15,260                           36,757
                                                 $    20,608                    $      36,757
</TABLE>


4. TERM DEPOSIT

The term  deposit is held by the  Canadian  Western  Bank as  security  on lease
financing for a machine acquired in 1998 (Note 10).

<TABLE>
<CAPTION>



5. INVESTMENTS
                                                                         1999                          1998
<S>                                                                    <C>                           <C>

Marketable  securities  - market  value at March  31,  1999 - $75
(1998 - $200)                                                           $    75                        $    100
Artwork                                                                       -                          25,342
                                                                        $    75                        $ 25,442
</TABLE>

During the year the Comapny  changed its intended use of the Artwork and decided
to keep it as office furnishings.  As a result the artwork has been reclassified
to capital assets.

<PAGE>


CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
March 31, 1999 and 1998
(Stated in Canadian Dollars)

6. CAPITAL ASSETS
<TABLE>
<CAPTION>


                                                                         1999
                                                                         Accumulated               Net Book
                                                 Cost                    Depreciation              Value
<S>                                             <C>                     <C>                       <C>

Artwork                                          $    25,342             $         -               $    25,342
Computer Hardware                                     36,698                  27,478                     9,220
Computer Software                                      2,215                   1,084                     1,131
Furniture and Fixtures                                59,696                  56,907                     2,789
Motor Vehicle under Capital Lease                     40,594                  28,759                    11,835
Machinery under Capital Lease                        399,279                  39,928                   359,351
Machinery                                             18,445                   1,844                    16,601
Office Equipment                                       4,113                     730                     3,383
                                                 $   586,382             $   156,730               $   429,652
</TABLE>

<TABLE>
<CAPTION>

                                                                          1998
                                                                          Accumulated             Net Book
                                                 Cost                     Depreciation            Value
<S>                                             <C>                     <C>                       <C>


Computer Hardware                                $    45,852             $    34,168               $    11,684
Computer Software                                      2,544                   2,419                       125
Furniture and Fixtures                                80,967                  78,252                     2,715
Motor Vehicle under Capital Lease                     40,594                  23,686                    16,908
Machinery under Capital Lease                        383,943                       -                   383,943
Office Equipment                                       2,099                     529                     1,570

                                                 $   555,999             $   139,054               $   416,945
</TABLE>

ADVANCE TO RELATED COMPANY
<TABLE>
<CAPTION>

                                                        1999                    1998                    1997
<S>                                                     <C>                     <C>                     <C>


Balance, beginning of year                              $   70,572              $   90,668              $  109,339
Interest charge for the year                                 4,696                   6,304                   7,729
Payments received                                          (26,400)                (26,400)                (26,400)

Advance to N.C.K. Holdings Inc.                         $   48,868              $   70,572              $   90,668
</TABLE>


The related  company,  N.C.K.  Holdings  Inc.,  is owned by two  directors.  The
advance  is  unsecured  and is  repayable  in  monthly  installments  of  $2,200
including interest of 8% per annum.  During the year the Company paid management
fees of $220,000  (1998 - $220,000) and royalties of $26,261 (1998 - $26,289) to
N.C.K.  Holdings Inc.
<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
March 31, 1999 and 1998
(Stated in Canadian Dollars)

8. INTANGIBLES
<TABLE>
<CAPTION>


                                                          1999                  1998
                                                          Accumulated           Net Book              Net Book
                                    Cost                  Depreciation          Value                 Value
<S>                                <C>                   <C>                   <C>                   <C>

Incorporation Cost                  $     3,111           $         -           $     3,111           $     3,111
Deferred Development Costs              114,017                95,489                18,528                33,350
Patent Licence                          566,323               291,497               274,826               308,140
Goodwill                                156,155                80,377                75,778                84,964
                                    $   839,606           $   467,363           $   372,243           $   429,565
</TABLE>

NOTE PAYABLE
<TABLE>
<CAPTION>

                                                                                     1999                 1998
<S>                                                                                <C>                  <C>

Note payable to a company related by two directors in common,  bearing  interest
at the rate of 12% per annum, secured by a general security agreement on all the
Coinpany's assets, fully repaid during the year.                                    $        -           $  350,000
</TABLE>


10. CAPITAL LEASE OBLIGATIONS
<TABLE>
<CAPTION>

                                                                                     1999                  1998
<S>                                                                                <C>                   <C>


Capital lease  obligation with interest at 10.25%,  maturing  November 1,
 1999                                                                              $    17,990           $    25,231
Capital lease  obligation with interest at 10.6%,  maturing July 20, 2002
(Note 4)                                                                               302,689               374,958
Capital lease obligation with interest at 17%, maturing October 20,
 2001                                                                                   12,922                     -
                                                                                       333,601               400,189
Less:  current portion                                                                  84,544                80,174
                                                                                   $   249,057           $   320,015
</TABLE>

The future minimum lease payments required are as follows:
<TABLE>
<CAPTION>
<S>                         <C>                          <C>

                             2000                        $  158,775
                             2001                           121,449
                             2002                           118,711
                             2003                            38,293
                             2004                                 -
</TABLE>

Included in these amounts is imputed interest of $62,148.

<PAGE>

                            CRYOPAK INDUSTRIES INC.
                   Notes to Consolidated Financial Statements
                            March 31, 1999 and 1998
                          (Stated in Canadian Dollars)

11. SHARE CAPITAL

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

</TABLE>

The following changes occurred in share capital:

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

Balance, end of year                                                            17,255,740              $9,682,451
</TABLE>

<TABLE>
<CAPTION>
                                                                                1998
                                                                                Number of
                                                                                Shares                  Amount
<S>                                                                             <C>                     <C>
Balance, beginning of year                                                      12,245,156              $7,078,428
Issued during the year
For cash, pursuant to the exercise of stock options                                243,000                 118,920
For cash, pursuant to private placements                                           250,000                 125,000
For payment of dividend on Class A preferred
        Shares, Series 1                                                            96,908                  47,970
                                                                                   589,908                 291,890
Acquired during the year                                                           (20,000)                 (8,000)
Balance, end of year                                                            12,815,064              $7,362,318

</TABLE>

<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
March 31, 1999 and 1998
(Stated in Canadian Dollars)


11. Share Capital (Cont'd)

<TABLE>
<CAPTION>
                                                                                1997
                                                                                Number of
                                                                                Shares                  Amount
<S>                                                                             <C>                     <C>
Balance, beginning of year                                                      11,229,065              $6,699,998

Issued during the year
For cash, pursuant to the exercise of stock options                                647,255                 242,070
For cash, pursuant to the exercise of warrants                                     116,000                  34,800
For cash, pursuant to private placements                                           150,000                  45,000
For settlement of debt                                                             102,836                  56,560
                                                                                 1,016,091                 378,430

Balance, end of year                                                            12,245,156              $7,078,428

</TABLE>

<TABLE>
Class A preferred shares, Series I
<CAPTION>
                                                                                1999
                                                                                Number of
                                                                                Shares                  Amount
<S>                                                                             <C>                     <C>
Balance, beginning and end of Year                                              530                     $  530,000

</TABLE>

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

</TABLE>

<TABLE>
<CAPTION>
                                                                                1997
                                                                                Number of
                                                                                Shares                  Amount
<S>                                                                             <C>                     <C>
Balance, beginning of year                                                      265                     $  265,000
issued during the year for cash                                                 265                        265,000
Balance, end of year                                                            530                     $  530,000

</TABLE>

Each Class A preferred share Series I carries a 12%, cumulative dividend payable
at $120 per share at the  company's  fiscal  year end,  in either cash or common
shares at the option of the  Company.  Dividends  in  arrears at March 31,  1999
amounted to $64,039.

The Series I preferred shares are convertible into common shares at the rate of
one common share for each $3 of paid up capital or the rate provided below:

     (i)  $2.00 at any time after December 3 1, 1998,  provided that the Current
          Trading Price shall never have exceeded  $2.99 after December 31, 1996
          or $2.49 after December 31, 1997.

<PAGE>

CRYOPAK  INDUSTRIES  INC.
Notes to  Consolidated  Financial
Statements March 31, 1999 and 1998
(Stated in Canadian Dollars)

11. Share Capital (Cont'd)

     (ii) at any time after December 1, 1999,  provided that the Current Trading
          Price shall never have exceeded $2.99 after December 31, 1996 or $2.49
          after  December 1, 1997 or $1.99 after December 31, 1998, at a; common
          share price equal to that price which represents a 15% discount to the
          then Current Trading Price, which common share price in no event shall
          be less than $0.95;

But if not so converted  prior to May 12, 2000,  such Series I preferred  shares
shall  be  deemed  to have  been  converted  on May 12,  2000 at the  applicable
conversion  price described  above.  The Current Trading Price means the average
trading price of the common shares on a recognized public stock exchange for the
preceding 20 business days.

On March 31, 1999, the following stock options were outstanding:

<TABLE>
<CAPTION>
                                               No. of Shares           Exercise Price          Expiry Date
<S>                                             <C>                     <C>                     <C>
Directors                                       170,000                 $0.50                   June 13, 1999
                                                390,000                  0.52                   August 17, 2000
                                                343,000                  0.50                   January 7, 2001
                                                 75,000                  0.52                   June 19, 1999
                                                100,000                  0.50                   September 2, 1999
                                                150,000                  0.50                   September 2, 1999
Officer                                         100,000                  0.40                   June 26, 2000
                                                136,300                  0.82                   August 17, 2000
Employee                                         20,000                  0.52                   June 16, 1999
                                                100,000                  0.82                   February 11, 2001
                                               *750,000                  0.76                   March 19, 2004
</TABLE>

     * These  options will vest at a rate of 50,000 at the end of each  calendar
quarter commencing March 31, 1999 and are subject to shareholder approval.

On March 31, 1999, the following share purchase warrants were outstanding:

<TABLE>
<CAPTION>
No. of Warrants         Exercise Price          Expiry Date
<S>                     <C>                     <C>
250,000                 $0.60                   August 18, 1999
250,000                 0.46                    April 29, 2000
225,000                 0.46                    May 13, 2000
135,000                 0.46                    May 29, 2000
265,000                 0.46                    June 3, 2000
125,000                 0.46                    June 17, 2000
119,608                 0.46                    March 20, 2000
1,369,608

</TABLE>

<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
March 31, 1999 and 1998
(Stated in Canadian Dollars)

11. Share Capital (Cont'd)

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

<TABLE>
<CAPTION>
                                                                                No. of Warrants
<S>                                                                             <C>
Balance, August 31, 1996                                                          116,000
Warrants exercised during the year at $0.30 per share                            (116,000)
Balance, August 31, 1997                                                             -
Issued pursuant to a private placement of common shares
        exercisable at $0.60 per share                                            250,000
Balance, August 31, 1998                                                          250,000
Issued pursuant to a loan guarantee exercisable at $0.40 - $0.46
        per share                                                                 119,608
Issued pursuant to a private placement of common shares
        exercisable at $0.40 - $0.46 per share                                  1,000,000
Balance, August 31, 1999                                                        1,369,608

</TABLE>

12. INCOME TAXES

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

<TABLE>
<CAPTION>
<S>     <C>
2000    $   296,801
2001      1,089,726
2002        658,014
2003        710,475
2004        599,008
2005        649,840
2006        882,657

</TABLE>

13. LEASES

The minimum annual rental  commitments  for operating  leases in effect at March
31, 1999 are as follows:

<TABLE>
<CAPTION>
<S>     <C>
2000    47,790
2001    27,456
2002    1,627

</TABLE>

<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
March 31, 1999 and 1998
(Stated in Canadian Dollars)

14. RELATED PARTY TRANSACTIONS

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

     (a)  Professional  fees  include  $22,200  paid  to a  company  owned  by a
          director of the Company.

     (b)  As of March 31,  1999,  accounts  receivable  include  $28,316  (1998:
          $7,658)  receivable from N.C.K.  Holdings Inc., a company owned by two
          directors,   and  $3,278  (1998:   $7,658)   receivable  from  Fulcrum
          Developments Ltd., a company related by two directors in common.

15. SUBSEQUENT EVENTS

The following share transactions took place subsequent to the year end:

     (a)  Issued 72,000 units for gross proceeds of $54,000.  Each unit consists
          of one common share and one  non-transferable  share purchase warrant.
          Each warrant entitles the holder to purchase one common share at $1.00
          on or before May 4, 2001.

     (b)  Issued  125,000 units to a director of the Company for gross  proceeds
          of $97,000.  The Company  provided an interest-free  loan,  forgivable
          under certain  conditions,  for the purchase of these units. Each unit
          consists of one common share and one  non-transferable  share purchase
          warrant. Each warrant entitles the holder to purchase one common share
          at $0.776 on or before September 20,1999.

     (c)  Granted  290,000  stock  options  to  directors  and  officers  of the
          Company, exercisable on or before April 21, 2001 at $0.86 per share.

     (d)  Issued 326,300  common shares for gross proceeds of $175,166  pursuant
          to the exercise of stock options.

16. CONTRACTUAL OBLIGATIONS

Pursuant to an agreement  dated December 20, 1989 with N.C.K.  Holdings Inc., as
part of the  consideration  for a license,  the Company has made a commitment to
issue up to 3,000,000  common shares of its capital (the  "performance  shares")
based upon certain  performance  criteria.

The 500,000 shares were issued at a value of $0.30 per share  ($150,000),  which
was the average 20 day  trading  period  prior to the day of issue.  The Company
reflected this value in its share capital issued and a  corresponding  value was
ascribed  to the asset  acquired.  We  understand  that  there is no  difference
between Canadian and U.S. GAAP in the treatment of the shares issued.

It is the  intention  of the  Company  to value  the  shares to be issued at the
trading  price at the time the Company  becomes  obligated  to issue them (i.e.,
when the cash flow is attained per the  formula).  The Company will reflect this
value in its share capital issued and a corresponding  value will be ascribed to
the asset  acquired.  Canadian  GAAP  would  allow the value of the shares to be
recorded at the historical  price (i.e.,  $0.30 per share).  Since Canadian GAAP
does not mandate  this  treatment,  the Company has chosen to use the  "current"
value of the shares.  We understand  that there will be no difference  therefore
between Canadian and U.S. GAAP in the treatment of the shares to be issued.


<PAGE>

CRYOPAK  INDUSTRIES  INC.
Notes to Consolidated Financial Statements
March 31, 1999 and 1998
(Stated in Canadian Dollars)

17. CONTINGENT LIABILITIES

The Year 2000 Issue  arises  because  many  computerized  systems use two digits
rather than four to identify a year.  Date-sensitive  systems may recognize the
Year 2000 as 1900 or some other date, resulting in errors when information using
Year 2000 dates is processed.  In addition,  similar  problems may arise in some
systems  which use certain  dates in 1999 to  represent  something  other than a
date. The effects of the Year 2000 Issue may be experienced before, on, or after
January 1, 2000,  and, if not addressed,  the impact on operations and financial
reporting may range from minor errors to significant systems fi4lure which could
affect an entity's  ability to conduct  normal  business  operations.  It is not
possible  to be certain  that all aspects of the Year 2000 Issue  affecting  the
entity, including those related to the efforts of customers, suppliers, or other
third parties will be fully resolved.

18. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE UNITED STATES

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

     (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)  Under U.S.  GAAP,  non-cash items such as  liabilities,  dividends and
          finder's fee paid by issue of company shares are excluded  from.  the
          statement of changes in financial  position.  Under Canadian GAAP, the
          gross  amount  of  non-cash  items  are  included  in  the  respective
          operating, investing, or financing activities as applicable.

     (c)  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.

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

<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
March 31, 1999 and 1998
(Stated in Canadian Dollars)

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

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

<TABLE>
<CAPTION>
                                                                        Year Ended March 31
                                                                1999            1998            1997
                                                                ----            ----            ----
<S>                                                             <C>             <C>             <C>
Loss for the year, Canadian GAAP                                $(  912,068)    $(   638,553)   $(  675,133)
Amortization of deferred development costs                           14,822           14,822         14,822
Adjustment for stock based compensation -
        non employees                                            (  574,868)     (   123,226)    (  190,351)
                                                                 (1,472,114)     (   746,957)    (  850,662)
Loss per share, U.S. GAAP                                       $(     0.10)    $(      0.06)   $(     0.07)

</TABLE>

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

<TABLE>
<CAPTION>
                                                                Year ended March 31
                                                        1999            1998            1997
                                                        ----            ----            ----
<S>                                                     <C>             <C>             <C>
Pro forma loss, U.S. GAAP                               $( 1,785,577)   $( 784,485)     $(875,991)
Pro forma loss per share, U.S. GAAP                     $(      0.12)   $(    0.06)     $(   0.07)

</TABLE>

<PAGE>

CRYOPAK INDUSTRIES INC.
Notes to Consolidated Financial Statements
March 31, 1999 and 1998
(Stated in Canadian Dollars)

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

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

<TABLE>
<CAPTION>
                                                             Year Ended March 31
                                                        1999                    1998
                                                        ----                    ----
<S>                                                     <C>                     <C>
Assets                                                  $  2,018,172            $   1,330,947
Share Capital                                             10,257,319                7,485,544
Deficit                                                   (9,400,181)              (7,987,693)

</TABLE>

The impact of significant variations to U.S. GAAP on the Consolidated Statements
of Changes in Financial Position items are as follows:

<TABLE>
<CAPTION>
                                                                 Year Ended March 31
                                                        1999            1998            1997
                                                        ----            ----            ----
<S>                                                     <C>             <C>             <C>
Cash used in operating activities
  - Canadian and US GAAP                                $( 1,173,954)   $( 463,242)     $(669,363)
Cash provided by financing activities
  - Canadian GAAP                                          1,839,945       954,233        637,624
Issue of shares                                             (101,000)      (47,970)       (56,560)
Liabilities settled by issue of company shares                  -               -          56,560
Dividends paid by issue of company' shares                    63,600        47,970             -
Finders fee paid by issue of common shares                     37,500            -              -
Cash provided by financing activities
  - US GAAP                                                1,839,945       954,233        637,624
Cash used in investing activities
  - Canadian GAAP and US GAAP                           $    (29,109)   $ (486,740)     $  (2,140)

</TABLE>

<PAGE>

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

                                                                      Schedule 1

<TABLE>
<CAPTION>
                                                        1999                    1998            1997
                                                        ----                    ----            ----
<S>                                                     <C>                     <C>             <C>
Bad debts                                               $       53,529          $      29,125   $       7,245
Commissions                                                      4,144                    520             884
Corporate printing, financial and public relations             117,043                 85,181         138,150
Depreciation and amortization                                   72,958                 77,783          79,564
Foreign exchange                                                20,640                 10,876           1,355
Interest and bank charges                                       41,746                 15,301          16,549
Interest on capital lease obligation                            38,912                  2,595           3,434
Management fees                                                220,000                220,000         220,000
Marketing                                                      201,347                 57,944          87,337
Office supplies and stationery                                  80,250                 68,798          58,197
Professional fees                                               98,867                 56,291          74,399
Rent                                                            53,915                 52,861          52,459
Royalties                                                       53,328                 51,258          44,903
Salaries and benefits                                          151,146                126,769         117,960
Storage                                                          4,507                 10,459           9,899
Telephone                                                       37,790                 41,994          50,748
Travel and entertainment                                       180,770                 97,769         155,138
Vehicle                                                         17,564                 18,032          12,602

                                                        $    1,448,456          $   1,023,556   $   1,130,823
</TABLE>

<PAGE>

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

                                                                      Schedule 2

<TABLE>
<CAPTION>
<S>                                                                     <C>
Balance, March 31, 1996                                                 $       56,026
Accounts receivable written off during the year                                 37,836
Additional allowance provided                                                    6,720
Balance, March 31, 1997                                                         24,910
Accounts receivable written off during the year                                (24,910)
Additional allowance provided                                                   21,155
Balance March 31, 1998                                                          21,155
Additional allowance provided                                                   53,529

Balance, March 31, 1999                                                 $       74,684

</TABLE>

<PAGE>

                            CRYOPAK INDUSTRIES INC.

                       CONSOLIDATED FINANCIAL STATEMENTS
                           YEAR ENDED MARCH 31, 1998
                              AND AUDITORS' REPORT



Hay & Watson CHARTERED ACCOUNTANTS

August 06, 1998

Messrs. Harry Bydgnes and Leigh Jeffs
Cryopak Industries Inc.
1125 - 625 Howe Street
Vancouver, B.C. V6C 2T6

Dear Sirs:

During our  examination  of the  consolidated  financial  statements  of Cryopak
Industries  Inc.  for the year ended March 31,  1998,  we reviewed  the existing
system of accounting  procedures and internal  control and such review indicated
certain areas which we believe should be brought to your attention. We have also
recommended  certain  changes to achieve  consistent  application  of accounting
policies adopted by the company.

1.   INVENTORY

During our  examination  we found that  there were only  limited  records of the
inventory kept at the various  locations.  The lack of proper records has caused
the company to run out of inventory and to buy back  inventory from customers in
order to fill other  customers'  orders.  This  causes  the  company to lose its
profit margin on the sale as well as showing the company at a  disadvantage.  On
an ongoing  basis,  sales  staff and the  receptionist  have to call the storage
companies  to know if they can fill  orders,  causing  delays and poor  customer
relations.

The value of inventory at year-end is essential to the  preparation of financial
statements,  and  deficiencies  in that  area may  result in a  qualified  audit
report. A proper recording system for inventory is essential and must be updated
periodically.  All  shipments  in and  out of the  outside  warehouses  must  be
supported by a written  confirmation from the warehouses  confirming the date of
shipment.

The company's  inventory records should be compared with the quantities reported
by the storage companies periodically. A count at year-end must be performed and
reconciled to your record.

The overall  responsibility for the inventory needs to be given to a responsible
and  knowledgeable  staff  member.  During  the  course  of the  audit,  we have
discussed  the  implementation  of an  adequate  temporary  system on a computer
spreadsheet  with  Laila.  However  the  company  would  benefit  from  the full
integration of its invoicing and inventory  systems with its accounting  system.
We are available to further discuss and help with the  implementation  of such a
system.


2.   SAMPLES

During our testing, we also found there is no system to account for samples sent
to  customers.  Since the  company  is trying to  develop  new  markets  for the
product, the cost for samples may be significant.  In order to prevent customers
from getting  products  without  paying,  to follow up on new  customers  and to
maintain better internal control, samples that are given away should be properly
recorded,  and  periodically  reviewed by  management.  Large  shipments of free
samples should be authorized and approved by management.  Completed records will
also facilitate the reconciliation of inventory on hand between your records and
the records from the warehouses.

3.   EXPENSE ALLOCATION AND TAX PLANNING

Various expenses such as rent, telephone,  promotion and advertising,  salaries,
office  expenses,  insurance,  and  professional  fees,  are  common to  Cryopak
Industry,  Cryopak Canada,  and Cryopak  International.  Currently,  the bulk of
these expenses is carried by Cryopak Industries.  However, the operations of the
group are  recorded  in  Cryopak  Canada and will  eventually  result in taxable
income.  To ensure  that full  advantage  is taken of all  expenses  and that no
losses carried forward are lost due to expiry, management should start to review
the allocation of expenses.  In addition, we recommend that the tax implications
of U.S. and worldwide operations be reviewed periodically.

4.   EXERCISE OF STOCK OPTIONS

During our review of share  capital  transactions,  it was noted that when stock
options are  exercised  by members of  management,  cash is not always  received
prior to the issue of the shares.  It is a contravention of the B.C. Company Act
to issue shares prior to receiving payment in fall.

5.   MANAGEMENT FEES

Currently  there are no contracts or invoices  which  indicate  what  management
remuneration  is..  We  recommend  that  management   remuneration  be  properly
documented.

6.   PETTY CASH

Currently,  no  control  is  in  place over the petty cash. The company does not
record  the  detail  of  expenditures  included in each petty cash disbursement.
Therefore, even  though  the  company  keeps all its petty cash receipts, we are
unable  to  trace  the  receipts  back to the petty cash expenses in the general
ledger.

7.   CREDIT CARD EXPENSES

During our tests of expenses,  we found that both  personal and business  credit
cards were used to pay for business  expenses and that  personal  expenses  were
charged to the  business  credit  cards as well as  personal  credit  cards.  In
addition,  some of the credit card  payments  made by the company and applied to
the personal  credit cards were not  properly  supported by expense  reports and
invoices. We recommend that business expenses be paid with business credit cards
only so as to be  easily  distinguished  from  the  personal  expenses.  If some
business  expenses have to be paid by personal  credit card, then those expenses
should be documented on an expense report supported by proper receipts.  We also
recommend that personal expenses be charged to personal credit cards only.


<PAGE>

8.   SUPPORTING DOCUMENTATION

During  the course of the audit, our analyses  sometimes proved difficult due to
the lack of supporting documentation such as invoices.

Management should ensure that supporting  documentation be obtained and retained
for all  company  expenditures.  The  supporting  documentation  is  required to
provide sufficient audit evidence for the audit and for future reference.

We  recommend  that  cheques  only be issued when there is  adequate  supporting
documentation. If invoices are unavailable, then a memo providing details of the
expenditure, approved by management should be used as supporting documentation.

9.   YEAR 2000

The  Year  2000  date  change  could  have a  significant  impact  on any of the
Company's equipment that operates with some form of micro-processor system. Some
of the  computer  systems and other  systems  such as  telephone  systems may be
susceptible to the Year 2000 issue.

We are taking this  opportunity  to stress the importance of the Year 2000 issue
and the significant  operational and financial risk it poses for the Company. We
encourage  management to consider the Year 2000 issue as  equipment,  facilities
and computer software programs are acquired.  This should also include taking in
consideration  the impact on those  systems that may be critical to the business
but may be managed by third parties such as service bureaus.

We have noted improvements  during the year in the recording of transactions and
performing  accounting  routines. The  most  significant matter which we believe
still needs to be addressed is the recording of and controls over inventory.

We would be pleased to discuss any of these  comments and  recommendations  with
you in greater detail.  We would, at this time, like to thank you and your staff
for their  assistance and cooperation  extended during the audit.  Please do not
hesitate to contact this office if we may be of further assistance.

Yours very truly,

Chartered Accountants


<PAGE>

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


<TABLE>
<CAPTION>

                                            1998                 1997
<S>                                         <C>                  <C>
ASSETS
Current
        Cash                                $    3,417           $        -
        Accounts receivable                    217,677              146,863
        Inventory                               36,757               36,779
        Term deposit - Restricted (Note 3)     119,609                    -
        Prepaid expenses                        12,196               15,662
        Due from employees                      32,117               40,118
                                            __________            _________
                                               421,773              239,422

Investments (Note 4)                            25,442               25,442
Capital Assets (Note 5)                        416,945               50,179
Advance to Related Company (Note 6)             70,572               90,668
Intangibles (Note 7)                           429,565              486,887
                                            __________           __________
                                            $1,364,297           $  892,598

LIABILITIES
Current
        Bank indebtedness                   $        -           $      834
        Accounts payable and
           accrued liabilities                 532,440              375,587
        Note payable (Note 8)                  350,000                    -
        Current portion of
           capital lease obligation             80,174                6,345
                                            __________           __________
                                               962,614              382,766

Capital Lease Obligation (Note 9)              320,015               25,531
Deferred Income Taxes   20,467                  20,467               20,467
                                            __________           ___________
                                             1,303,096              428,764

SHAREHOLDERS' EQUITY

Share Capital (Note 10)
        Issued and outstanding
        Common shares                        7,362,318             7,078,428
        Class A preferred shares, Series 1     530,000               530,000
Deficit                                     (7,831,117)           (7,144,594)
                                            ___________           ___________
                                                61,201               463,834
                                            $1,364,297            $  892,598

</TABLE>

APPROVED BY THE BOARD:

Director

Director

<PAGE>

                             CRYOPAK INDUSTRIES INC
                  Consolidated Statements of loss and Deficit
                              Year Ended March 31
                          (Stated in Candian Dollars)


<TABLE>
<CAPTION>

                                   1998           1997           1996

<S>                                <C>            <C>            <C>
Sales                              $1,161,442     $1,140,242     $  965,912
Cost of Sales                         763,018        675,706        557,611
Gross Profit                          398,424        464,536        408,301
Operating Expenses
   (Schedule 1)                       938,375        992,673      1,158,036
Operating Loss                     (  539,951)    (  528,137)    (  749,735)
Other (Income) Expenses
 Filing, listing and
     transfer agent fees               20,321         17,006         26,870
 Corporate printing, financial
     and public relations              85,181        138,150        129,994
Loan payment as guarantor                   -              -              -
 Other income                      (    6,900)    (    8,160)    (      384)
                                   ___________    ___________    ___________
                                       98,602        146,996        162,998

Loss before income taxes           (  638,553)    (  675,133)    (  912,390)
Income taxes (recovery)                     -              -     (      343)
Net loss for the year              (  638,553)    (  675,133)    (  912,390)
Dividends                          (   47,970)             -              -
Deficit, beginning of the year     (7,144,594)    (6,469,461)    (5,557,071)
Deficit, end of year              $(7,831,117)   $(7,144,594)   $(6,469,461)

Loss per share                     $     0.05     $     0.06     $     0.09
Weighted average common
  shares outstanding                12,597,083     11,691,097     10,637,948

</TABLE>
<PAGE>

                            CRYOPAK INDUSTRIES INC.
            Consolidated Statements of Changes in Financial Position
                              Year Ended March 31
                          (Stated in Canadian Dollars)


<TABLE>
<CAPTION>

                                        1998          1997           1996
<S>                                     <C>           <C>            <C>
Cash Flow from Operating Activities
Operations
        Net loss                     $( 638,553)     $( 675,133)     $( 912,390)
        Depreciation and amortization    77,783          79,564          72,984
                                      ( 560,770)      ( 595,569)      ( 839,406)

Changes in other operating items
        Advance to related companies      4,789       (  15,815)              -
        Accounts receivable           (  75,603)          3,290        ( 51,134)
        Due from employees                8,001       (  29,900)       ( 10,218)
        Intangibles                           -               -        (  3,113)
        Inventory                            22          15,404        ( 22,270)
        Investments                           -               -        ( 25,342)
        Prepaid expenses                  3,466       (   6,186)       (  5,867)
        Accounts payable                156,853       (  40,587)         69,541
Cash used for operating activities    ( 463,242)      ( 669,363)       (887,809)

Cash Flow from Financing Activities
        Issue of shares                 291,890         586,870         992,070
        Shares returned to treasury   (   8,000)              -               -
        Liabilities settled by issue
          of company shares                   -          56,560               -
        Note payable and capital
          lease obligation               718,313      (   5,806)         37,682
        Payment of dividend            (  47,970)             -               -
Cash provided by financing activities    954,233        637,624       1,029,752

Cash Flow from Investing Activities
        Acquisition of capital assets  ( 387,227)     (  20,811)       ( 51,867)
        Advances(to)from related company  20,096         18,671        ( 52,367)
Cash used for investing activities     ( 367,131)     (   2,140)       (104,234)

Increase (Decrease) in cash during year  123,860      (  33,879)         37,709
Cash (Bank indebtedness),
  beginning of year                    (     834)        33,045        (  4,664)
Cash (Bank indebtedness), end of year $  123,026     $(     834)      $  33,045


Cash is comprised of
        Cash (indebtedness)          $    3,417     $(      834)      $  33,045
        Tenn deposit                    119,609               -               -
                                     $  123,026     $(      834)      $  33,045


</TABLE>
<PAGE>

                            CRYOPAK INDUSTRIES INC.
                   Notes to Consolidated Financial Statements
                            March 31, 1998 amd 1997
                          (Stated in Canadian Dollars)

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     These  consolidated  financial  statements have been prepared in accordance
with  generally  accepted  accounting  principles  in Canada  and  reflect   the
following policies:

Basis of Presentation
---------------------

These consolidated financial statements include the accounts of the Company  and
its  wholly-owned  subsidiaries,  CRYOPAK  ( International )  Inc., a   Barbados
corporation,  CRYOPAK ( Canada )  Corporation  and  its  wholly-owned subsidiary
CRYOPAK Corporation, a Nevada corporation, and its proportionate interest  (50%)
in a joint venture, CRYOPAK (Alberta) Corporation.

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

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

Investments
-----------

Current  investments  are  recorded  at  the  lower  of  cost and  market value.
Long-term investments are recorded as cost unless there has been a loss in value
that is other than a temporary decline, in which case  the investment is written
down to fair market value.

Depreciation
------------

Capital assets are recorded at cost.

The Company records depreciation on its capital assets using  the  straight-line
method over five years, except for motor vehicles  where  the  declining balance
method is used at the rate of 30% per annum.

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

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

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

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

Foreign Currency
----------------

Foreign  currency  accounts are  translated  using the temporal  method  whereby
current assets and current  liabilities  are  translated to Canadian  dollars at
year end  exchange  rates,  other  assets  and  liabilities  at  exchange  rates
prevailing at the dates of transactions, and revenue and expenses at the average
rate during the year.  Gains and losses from foreign  currency  translation  are
included in the consolidated statements of loss and deficit.

Goodwill
--------

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


<PAGE>

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

The fair values of the Company's cash, investments, accounts receivable, amounts
due from employees,  advance to related  company,  accounts  payable and accrued
liabilities,  bank indebtedness,  and capital lease obligation were estimated to
approximate their carrying value.

2. OPERATIONS

These financial statements have been prepared on the assumption that the Company
is a going concern.

The ability of the Company to continue as a going  concern,  which  contemplates
the realization of assets and the satisfaction of liabilities and commitments in
the normal course of business, is dependent on obtaining the financing necessary
to continue operations and, ultimately, profitable operations.

3. TERM DEPOSIT

The term  deposit is held by the  Canadian  Western  Bank as  security  on lease
financing for a machine acquired during the year (Note 9).

4. INVESTMENTS

<TABLE>
<CAPTION>

                                   1998                  1997
<S>                                <C>                   <C>
Marketable securities -
market value at March 31,
1998 - $200
1997 - $325                        $   100               $   100
Artwork                             25,342                25,342
                                  ________               _______
                                   $25,442               $25,442
</TABLE>

5.  CAPITAL ASSETS

<TABLE>
<CAPTION>

                           1998                                   1997
               Cost        Accumulated        Net Book            Net Book
                           Depreciation       Value               Value
<S>            <C>         <C>                <C>                 <C>
Computer       $ 48,396    $ 36,586           $ 11,810            $ 26,607
Furniture
  and Fixtures    83,066      78,781              4,285               5,344
Motor Vehicle
  under Capital
Lease           40,594      23,687             16,907              18,228
Machinery under
  Capital Lease 383,943           -            383,943                   -
               ________    ________           ________             ________
               $555,999    $139,054           $416,945             $ 50,179

</TABLE>

6.  ADVANCE TO RELATED COMPANY

<TABLE>
<CAPTION>

                                      1998                 1997
<S>                                   <C>                  <C>
Advance to N.C.K. Holdings Inc.       $70,572              $90,668

</TABLE>

    The related company is owned by two directors.  The advance is unsecured and
    is  repayable in monthly installments of $2,200 including interest of 8% per
    annum.  During the year the Company paid management fees of $220,000 (1997 -
    $220,000) and royalties of $26,289 (1997 - $22,934) to N.C.K. Holdings Inc.

<PAGE>

7.  INTANGIBLES

<TABLE>
<CAPTION>

                                 1998                        1997
                                 Accumulated      NetBook    NetBook
                      Cost       Depreciation     Value      Value

<S>                   <C>        <C>              <C>        <C>
Incorporation Cost    $  3,111   $      -         $  3,111   $  3,111
Deferred Development
  Costs                114,017     80,667           33,350     48,172
Patent Licence         566,323    258,183          308,140    341,454
Goodwill               156,155     71,191           84,964     94,150
                      ________   ________         ________    ________
                      $839,606   $410,041         $429,565    $486,887

</TABLE>

8.  NOTE PAYABLE

<TABLE>
<CAPTION>

                                        1998                  1997
<S>                                     <C>                   <C>
Note payable to a company related
by two directors in common, bearing
interest at the rate of 12% per annum
repayable April 30, 1998, and
secured by a general security agreement
on all the Company's assets.  The loan
was converted to share capital
subsequent to the year end (Note 14(a)).
The interest accrued on the loan was
forgiven.                               $350,000                 -

</TABLE>

9.  CAPITAL LEASE OBLIGATIONS

<TABLE>
<CAPTION>

                                        1998                  1997
<S>                                     <C>                   <C>
Capital lease obligation with interest
at 10.25%, maturing November 1,
1999                                    $ 25,231               $ 31,876
Capital lease obligation with interest
at 10.6%, maturing July 20, 2002
(Note 3)                                 374,958                      -
                                        ________               ________
                                         400,189                 31,876

Less: current portion                     80,174                  6,345
                                        ________               ________
                                        $320,015               $ 25,531

</TABLE>

The future minimum lease payments required are as follows:

<TABLE>
<CAPTION>

<S>            <C>
1999           $117,064
2000            126,487
2001            107,824
2002            107,824
2003             35,941

</TABLE>

Included in these amounts is imputed interest of $94,951.

<PAGE>

10. SHARE CAPITAL

<TABLE>
<CAPTION>

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

</TABLE>

The following changes occurred in share capital:

<TABLE>
Common shares
Issued and outstanding
<CAPTION>
                                1998                  1997
                                Number of             Number of
                                Shares     Amount     Shares       Amount
<S>                             <C>        <C>        <C>          <C>
Balance, beginning of year      12,245,156 $7,078,428 11,229,065   $6,699,998
Issued during the year
For cash, pursuant to the
   exercise of stock options       243,000 118,920       647,255      242,070
For cash, pursuant to the
   exercise of warrants                  -       -       116,000       34,800
For cash, pursuant to
   private placement               250,000 125,000       150,000       45,000
For settlement of debt                   -       -       102,836       56,560
For payment of dividend
    on Class A preferred
    shares, Series 1                96,908  47,970             -            -
                                __________ _______     _________      _______
                                   589,908 291,890     1,016,091      378,430

Acquired during the year           (20,000) (8,000)            -            -
Balance, end of year            12,815,064 $7,362,318 12,245,156   $7,078,428

Balance, beginning of year             530 $  530,000        265   $  265,000
Issued during the year for cash          -          -        265      265,000
Balance, end of year                   530    530,000        530      530,000

</TABLE>

Each class A preferred share Series I carries a 12%, cumulative dividend payable
at  the company's fiscal year end, in either cash or common shares at the option
of the Company.  Dividends in arrears at March 31, 1998 amounted to $64,039.

The Series I  preferred shares are  covertible into common shares at the rate of
one common share for each $3 of paid up capital or the rate provided below:

(i) $2.50 at any time after December 31, 1997, provided that the Current Trading
    Price shall never have exceeded $2.99 after December 31, 1996;

(ii) $2.00 at any  time  after  December 31, 1998,  provided  that  the  Current
     Trading  Price  shall never exceeded $2.99 after December 31, 1996 or $2.49
     after December 31, 1997;

(iii) at any time after December 1, 1999,  provided  that  the  Current  Trading
      Price shall never have exceeded $2.99  after  December 31, 1996  or  $2.49
      after December 1, 1997 or $1.99 after December 31, 1998, at a common share
      price  equal  to  that price  which  represents a 15% discount to the then
      Current  Trading Price, which common share price in no event shall be less
      than $0.95;

But if not so  coverted prior  to  May 12, 2000, such  Series I preferred shares
shall  be  deemed  to  have  been  converted  on  May 12, 2000 at the applicable
conversion  price  described above.  The Current Trading Price means the average
trading price of the common shares on a recognized public stock exchange for the
preceeding 20 business days.

On March 31, 1998, the following stock options were outstanding:

<TABLE>
<CAPTION>

               No. Of Shares            Exercise Price      Expiry Date
<S>            <C>                      <C>                 <C>
Directors      145,000                  $0.50               June 13, 1999
               152,500                   0.52               June 16, 1999
               145,000                   0.50               June 13, 1999
                77,500                   0.52               June 16, 1999
               100,000                   0.50               September 2, 1999
               150,000                   0.50               September 2, 1999

Officers       240,000                   0.50               April 10, 1999

Employees       20,000                   0.52               June 16, 1999

</TABLE>

On  March 31, 1998, 250,000 warrants were outstanding.  The warrants entitle the
holder to purchase 250,000 common shares at an exercise price of $0.60 per share
and expire August 18, 1998.

<PAGE>

11. INCOME TAXES

The Company has losses  available for utilization  against future years' taxable
incomes which, if unused, will expire as follows:
<TABLE>
<CAPTION>

<S>    <C>
1999   $  276,415
2000      296,801
2001    1,089,726
2002      658,014
2003      710,475
2004      599,008
2005      649,840

</TABLE>

12. LEASES

The minimum annual rental commitments for operating leases  in effect  at  March
31, 1998 are as follows:

<TABLE>
<CAPTION>

<S>     <C>
1999    $  47,832
2000       47,832
2001       27,480
2002        1,627

</TABLE>

13. RELATED PARTY TRANSACTIONS

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

(a)  Professional fees include $10,000 paid  to a company owned by a director of
     the Company.

(b)  As of March 31, 1998, accounts  receivable  include $7,658  receivable from
     N.C.K.  Holdings  Inc.,  a  company  owned  by  two  directors  and  $3,278
     receivable  from  Fulcrum  Developments Ltd.,  a  company  related  by  two
     directors in common.

14. SUBSEQUENT EVENTS

The following share transactions took place subsequent to the year end:

(a)  Issued 777,777 common shares for gross proceeds of $350,000 pursuant to the
     conversion of debt (Note 8).

(b)  Issued 1,000,000 units  for  gross proceeds of $400,000. Each unit consists
     of one common share and one non-transferable  share purchase warrant.  Each
     warrant entitles  the  holder  to  purchase one common share at $0.40 on or
     before April 23, 1999, or at $0.46 on or before April 23, 2000.

(c)  Issued 119,608  warrants  to the person  acting as  guarantor  on a capital
     lease.  Each  warrant  entitles the  holder to purchase one common share at
     $0.40 on or before March 20, 1999, or at $0.46 on or before March 20, 2000.

15. CONTRACTUAL OBLIGATIONS

(a)  Pursuant  to  an  agreement  dated  March 20, 1998,  which  is  subject  to
     regulatory approval, the Company committed to pay a bonus to a  third party
     for a guarantee of a capital lease. The capital lease is $374,958 (Note 9).
     The bonus is payable in monthly installments of $2,392 commencing April 20,
     1998 up to a maximum of $23,920 and can  be canceled  if  the  Company  can
     obtain a release of the guarantee.  In  addition  the  Company  must  issue
     119,608 share  purchase  warrants  (Note 14(c)).   The warrants will expire
     within 30 days of the Company obtaining a release of the guarantee.

(b)  Pursuant to an agreement dated December 20, 1989 with N.C.K. Holdings Inc.,
     as  part  of  the  consideration  for  a  licence,  the  Company has made a
     commitment to  issue  up  to  3,000,000  common shares  of its capital (the
     "performance shares") based upon certain performance criteria.

16. CONTINGENT LIABILITIES

Should  sales of racks not meet expectations, the Company is liable for the cost
of the molds, the balance of which was approximately $30,000 at March 31, 1998.

17.  UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

(a)  Generally accepted accounting principles ("GAAP") used in the United States
     of  America  differ  in  certain   respects  from  GAAP  used  in Canada. A
     difference  that materially affects these consolidated financial statements
     is that  United States  GAAP require deferred development costs be expensed
     as incurred  whereas Canadian GAAP allows these expenses to be deferred and
     amoritzed.  Had  the  consolidated  financial  statements  been prepared in
     accordance  with United States  GAAP  as  described  above,  the  following
     changes would have been made:

<TABLE>
<CAPTION>

                                            1998        1997        1996
<S>                                         <C>         <C>         <C>
Total assets-Canadian GAAP                  $1,364,297  $  892,598  $  969,860
Deferred Development costs                      33,350      48,172      62,994
Total assets-United States GAAP              1,330,947     884,426     906,866

Shareholders' equity-Candaian GAAP              61,201     463,834     495,537
Deferred development costs                      33,350      48,172      62,994
Shareholders' equity-United States GAAP         27,851     415,662     432,543

Net loss-Canadian GAAP                         638,553     675,133     912,390
Amortization of deferred development costs      14,822      14,822      14,822
Net loss-United States GAAp                    623,731     660,311     897,568

</TABLE>

<PAGE>

(b) United States GAAP require non-cash investing and financing activities to be
    excluded from the consolidated statements of changes in financial  position,
    whereas  Canadian  GAAP  require  these  activities  to  be  included in the
    statement.   Had   the  consolidated   statement  of  changes  in  financial
    position  been  prepared  in   accordance  with  U.S.  GAAP   the  following
    transactions would have been excluded:

<TABLE>
<CAPTION>

                                                1998     1997    1996
<S>                                             <C>      <C>     <C>
Liabilities settled by issue of company shares  $     -  $56,560 $    -

</TABLE>

<TABLE>
<CAPTION>

                                                1998      1997    1996
<S>                                             <C>       <C>     <C>
Basic loss per share calculated in accordance
with U.S. GAAP is:                              $(0.05)   $(0.06) $(0.09)

</TABLE>
<PAGE>

Hay & Watson Chartered Accountants

                                                                Auditors' Report
To the Shareholders
Cryopak Industries Inc.

We have audited the consolidated balance sheets of Cryopak Industries Inc. as at
March 31, 1998 and 1997 and the consolidated  statements of loss and deficit and
of changes in financial  position for each of the years in the three year period
ended  March  31,  1998.  These  consolidated   financial   statements  are  the
responsibility of the company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in Canada.  Those standards  require that we plan and perform an audit to obtain
reasonable  assurance whether the consolidated  financial statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting  principles used and significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statements.

In our opinion,  these consolidated  financial statements present fairly, in all
material respects,  the financial  positions of the company as at March 31, 1998
and 1997 and the  results of its  operations  and the changes in its cash flows;
for  each of the  years  in the  three  year  period  ended  March  31,  1998 in
accordance with accounting  principles generally accepted in Canada. As required
by the Company Act of British  Columbia,  we report that, in our opinion,  these
principles  have been applied on a consistent  basis with that of the  preceding
year.

Chartered Accountants

Vancouver, BC
June 25, 1998

<PAGE>

Hay & Watson CHARTERED ACCOUNTANTS

26 August 1997

Messrs. Harry Bydgnes and Leigh Jeffs
Cryopak Industries Inc.
1120 - 625 Howe Street
Vancouver, B.C. V6C 2T6

Dear Sirs:

During our  examination  of the  consolidated  financial  statements  of Cryopak
Industries  Inc.  for the year ended March 31,  1997,  we reviewed  the existing
system of accounting  procedures and internal  control and such review indicated
certain areas which we believe should be brought to your attention. We have also
recommended  certain  changes to achieve  consistent  application  of accounting
policies adopted by the company.

1. INVENTORY

During our examination we found that there were no records of the inventory kept
at the various locations.  In addition, no one had arranged for inventory counts
to be done at year-end although  previously  advised by us to do so. The lack of
proper  records has caused the company to run out of  inventory  and to buy back
inventory from customers in order to fill other customers'  orders.  This causes
the company to lose its profit margin on the sale as well as showing the company
at a disadvantage.  On an ongoing basis, sales staff and the receptionist should
call the storage  companies to know if they can fill orders and therefore  avoid
delays and poor customer relations.

The value of inventory at year-end is essential to the  preparation of financial
statements,  and  deficiencies  in that  area may  result in a  qualified  audit
report.  A proper  recording  system  for  inventory  is  essential  and must be
established  immediately.  All  shipments  in and out of the out of the  outside
warehouses must be supported by a written confirmation including the date of the
shipment.

The company's  inventory records should be compared with the quantities reported
by the storage companies periodically. A count at year-end must be performed and
reconciled to your record.

1822 West 2nd Avenue, Vancouver, B.C. V6J 1H9 e(604) 732-1466 Fax (604) 732-3133
The overall responsibility for the inventory should be assigned to a responsible
and  knowledgable  staff  member.  It  should  not be  given  to  staff  with no
accounting training or experience.

During the course of the  audit,  we have  discussed  the  implementation  of an
adequate  temporary  system on a computer  spreadsheet  with Laila.  However the
company would benefit from the full  integration  of its invoicing and inventory
systems with its accounting system. We are available to further discuss and help
with the implementation of such a system.

2. EXPENSE ALLOCATION AND TAX PLANNING

Various expenses such as rent, telephone,  promotion and advertising,  salaries,
office  expenses,  insurance,  and  professional  fees,  are  common to  Cryopak
Industries Inc., Cryopak (Canada)  Corporation and Cryopak  (International) Ltd.
Currently, the majority of the expenses are allocated to Cyropak Industries Inc.
However,   the  operations  of  the  group  are  recorded  in  Cyropak  (Canada)
Corporation  and will eventually  result in taxable income.  To ensure that full
advantage is taken of all expenses and that no losses  carried  forward are lost
due to expiry,  management should start to review the allocation of expenses. In
addition,  we  recommend  that  the  tax  implications  of  U.S.  and  worldwide
operations be reviewed periodically.

3. PRICE LISTING

During our testing of sales  invoices,  except for the agreement with Unisource,
no official price list for the company's  products was kept in the office.  As a
result we were unable to trace  whether  the unit  prices on the sales  invoices
were  accurate.  A current  price  list  should be kept in the  office to ensure
standard  and  accurate  pricing  was given to  customers.  Special  pricing and
discounts should be approved and initialed by an authorized person.

4. EXERCISE OF STOCK OPTIONS

During our review  of  share  capital transactions, it was noted that when stock
options are exercised by members of management cash is not always received prior
to the issue of the shares.  It is a contravention of the Company Act of British
Columbia  to issue shares prior to receiving payment in full. In addition, stock
options exercised  by  employees  were  paid  by  way  of  loans advanced to the
employees. These loans were not  secured  by  promissory  notes  or  other  such
documents.

5. MANAGEMENT FEES

Currently  there are no contracts or invoices  which  indicate  what  management
remuneration   is.  We  recommend  that  management   remuneration  be  properly
documented.

<PAGE>

6. PETTY CASH

Currently,  no control is in place over the petty  cash.  The  company  does not
record  the  detail  expenditure  included  in  each  petty  cash  disbursement.
Therefor,  even though the  company  keeps all its petty cash  receipts,  we are
unable to trace the  receipts  back to the petty cash  expenses  in the  general
ledger.

7. EXPENSES PAID BY CREDIT CARD

During our tests of expenses,  we found that both  personal and business  credit
cards were used to pay for business  expenses and that  personal  expenses  were
charged to the  business  credit  cards as well as  personal  credit  cards.  In
addition,  some of the credit card  payments  made by the company and applied to
the  personal  credit card were not properly  supported  by expense  reports and
invoices.

We recommend that business expenses be paid with business credit card only so as
to be easily distinguished from the personal expenses. If some business expenses
have  to be paid  by  personal  credit  card,  then  those  expenses  should  be
documented on an expense report supported by proper receipts.  We also recommend
that personal expenses be charged to personal credit cards only.

8. GST

In our sales test, we found some invoices to Canadian  customers did not include
GST. Therefore,  the GST collected and payable are understated,  and the company
may be liable for the tax on those sales.  GST is applied to all eligible  goods
sold to  Canadian  companies  even  though  invoices  are  billed  in a  foreign
currency.

9. SUPPORTING DOCUMENTATION

During the course of the audit,  our analyses  sometimes proved difficult due to
the lack of supporting documentation (e.g., invoices).

Management should ensure that supporting  documentation be obtained and retained
for all  company  expenditures.  The  supporting  documentation  is  required to
provide  sufficient  evidence  for the  audit  and  for  future  references.  We
recommend  that  cheques  only be  issued  when  there  is  adequate  supporting
documentation. If invoices are unavailable, then a memo providing details of the
expenditure, approved by management should be used as supporting documentation.

10. SUGAR FOOD CORPORATION INVOICES

It was noted that  Sugar  Food  Corporation  is no longer  providing  a detailed
listing  of goods  shipped  out and  billed  to  customers.  They send a monthly
statement  which only shows the total purchases and  administration  fee for the
month.  As a result,  we are unable to check if the unit cost billed is accurate
and what types of products are being sold.

We strongly  recommend that the company require Sugar Food Corporation to report
in the same detailed manner as in the past.

We have noted improvements  during the year in the recording of transactions and
performing  accounting  routines  raised by us last year.  The most  significant
matter  which we believe  still needs to be  addressed  is the  recording of and
control over inventory.

We would be pleased to discuss any of these  comments and  recommendations  with
you in  greater  detail.  We would  like to thank  you and your  staff  for your
assistance and cooperation  extended during the audit. Please do not hesitate to
contact us if we may be of further assistance.

Yours very truly,

HAY & WATSON

Bruce S. Hay

<PAGE>

                            CRYOPAK INDUSTRIES INC.
                       CONSOLIDATED FINANCIAL STATEMENTS
                           YEAR ENDED MARCH 31, 1997
                              AND AUDITORS' REPORT


                            CRYOPAK INDUSTRIES INC.
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31,1997 AND 1996



                                Auditors, Report
                                 Balance Sheets
                  Consolidated Statements of Loss and Deficit
            Consolidated Statements of Changes in Financial Position
                   Notes to Consolidated Financial Statements
                  Consolidated Schedules of Operating Expenses

Hay & Watson CHARTERED ACCOUNTANTS

AUDITORS' REPORT

To the Shareholders of
Cryopak Industries Inc.

We have audited the consolidated balance sheets of Cryopak Industries Inc. as at
March 31, 1997 and 1996 and the consolidated  statements of loss and deficit and
of changes in financial  position for each of the years in the three year period
ended  March  31,  1997.  These  consolidated   financial   statements  are  the
responsibility of the company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in Canada.  Those standards  require that we plan and perform an audit to obtain
reasonable  assurance whether the consolidated  financial statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting  principles used and significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
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, 1997
and 1996 and the results of its operations and the changes in its cash flows for
each of the years in the three year period  ended  March 31, 1997 in  accordance
with  accounting  principles  generally  accepted in Canada,  As required by the
Company  Act  of  British  Columbia.  we  report  that,  in our  opinion,  these
principles  have been applied on a basis  consistent  with that of the preceding
year.

CHARTERED ACCOUNTANTS

Vancouver, B.C.
June 27, 1997

1822 West 2nd Avenue, Vancouver, B.C. V6J IH9  (604) 732-1466 Fax (604) 732-3133

<PAGE>

Hay & Watson CHARTERED ACCOUNTANTS

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

In the United States,  reporting  standards for auditors require the addition of
an explanatory  paragraph  (following the opinion  paragraph) when the financial
statements are affected by conditions and events that cast substantial  doubt on
the company's ability to continue as a going concern, such as those described in
Note 2 to the financial  statements.  Our report to the shareholders  dated June
27, 1997 is expressed in accordance with Canadian  reporting  standards which do
not permit a reference to such events and  conditions  in the  Auditors'  Report
when these are adequately disclosed in the financial statements.

CHARTERED ACCOUNTANTS

Vancouver, B.C.
June 27, 1997

1822 West 2nd Avenue, Vancouver, B.C. V6J IH9  (604) 732-1466 Fax (6041 732-3133

<PAGE>

                            CRYOPAK INDUSTRIES INC.

                          CONSOLIDATED BALANCE SHEETS
                     MARCH 31 (Stated in Canadian Dollars)

<TABLE>
<CAPTION>

ASSETS                                       1997               1996
<S>                                          <C>                <C>
Current
     Cash                                    $        -         $     33,045
     Accounts receivable                        146,863              134,338
     Inventory                                   36,779               52,183
     Investments (Notes I and 3)                 25,442               25,442
     Prepaid expenses                            15,662                9,476
     Due from employees                          40,118               10,218
                                             __________         ____________
                                                264,864              264,702

Capital assets (Notes I and 4)                   50,179               51,610
Advance to related company (Note 5)              90,668              109,339
Intangibles (Notes I and 6)                     486,887              544,209
                                             __________          ___________
                                             $  892,598          $   969,860

LIABILITIES

Current
     Bank indebtedness                              834                    -
     Accounts payable and accrued liabilities   375,587              416,174
     Current portion of capital lease obligation  6,345                5,874
                                             __________          ___________
                                             $  382,766          $   422,048

Capital lease obligation (Note 7)                25,531               31,808
Deferred income taxes                            20,467               20,467
                                             ___________         ___________
                                             $  428,764          $   474,323

SHAREHOLDERS' EQUITY

Share capital (Note 8)
     Issued and outstanding
          12,245,156 (1996 - 11,229,065)
            common shares                     7,078,428            6,699,998
          530 (1996 - 265) class "A"
            preferred shares, Series 1          530,000              265,000

(Deficit)                                    (7,144,594)          (6,469,461)

                                                 463,834             495,537
                                              __________           _________
                                              $  892,598           $ 969,860

</TABLE>

APPROVED BY THE BOARD:

DIRECTOR

DIRECTOR

<PAGE>

                            CRYOPAK INDUSTRIES INC.

                  CONSOLIDATED STATEMENTS OF LOSS AND DEFICIT
                              YEAR ENDED MARCH 31
                          (Stated in Canadian Dollars)

<TABLE>
<CAPTION>

                              1997           1996               1995
<S>                           <C>            <C>                <C>
Sales                         $1,140,242     $  965,912         $1,053,456
Cost of sales                    675,706        557,611            637,545
Gross profit                     464,536        408,301            415,911
Operating expenses, Schedule 1   992,673      1,158,036          1,062,998
Operating (loss)                 528,137        749,735            647,087
Other (income) expenses
 Filing, listing and transfer
    agent fees                    17,006         26,870             21,157
 Corporate printing, financial
    and public relations         138,150        129,994            142,617
 Loan payment as guarantor             -          6,518                  -
 Write off of loans payable            -              -            (11,295)
 Other income                 (    8,160)      (    384)           (   138)
                              ___________      _________          _________
                              $  146,996       $162,998           $ 152,341

(Loss) before income taxes    (  675,133)      (912,733)           (799,428)
Income taxes (recovery)                -       (    343)           (    340)
Net (loss) for the year       (  675,133)      (912,390)           (799,768)
(Deficit), beginning of year  (6,469,461)     (5,557,071)        (4,757,303)
(Deficit), end of year        (7,144,594)     (6,469,461)        (5,557,071)
(Loss) per share              (     0.06)     (     0.09)        (     0.09)
Weighted average common shares
        outstanding           11,691,097      10,637,948          9,280,487

</TABLE>
<PAGE>

                            CRYOPAK INDUSTRIES INC.
            CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION
                              YEAR ENDED MARCH 31
                          (Stated in Canadian Dollars)

<TABLE>
<CAPTION>

                                       1997            1996         1995
<S>                                    <C>             <C>          <C>
Cash flow from operating activities
 Operations
 Net (loss)                            $(   675,133)   $(  912,390) $(  799,768)
 Depreciation and amortization               79,564         72,984      236,623
 Write off of loans payable                                              11,295
                                       _____________   ____________ ____________
                                        (    595,569)   (  839,406)  (  574,440)

Changes in other operating items
 Advances to related companies          (     15,815)            -            -
 Accounts receivable                           3,290    (   51,134)      69,278
 Due from employees                     (     29,900)   (   10,218)       5,240
 Intangibles                                       -    (    3,113)           -
 Inventory                                    15,404    (   22,270)      63,364
 Investments                                       -    (   25,342)           -
 Prepaid expenses                       (      6,186)   (    5,867)           -
 Accounts payable                       (     40,587)       69,541       89,492
Cash used for operating activities      (669,363,887)   (  887,809)    (347,066)

Cash flow from financing activities
  Issue of shares                            586,870       992,070      315,260
  Liabilities settled by issue of company
    shares                                    56,560             -       34,000
  Loans payable and capital lease obligation ( 5,806)       37,682            -
Cash provided by financing activities        637,624     1,029,752      349,260
Cash flow from investing activities
 Acquisition of capital assets               ( 20,811)   (  51,867)    ( 14,287)
 Advances (to) from related company           189,671    (  52,367)       5,587
Cash used for investing activities           (  2,140)   ( 104,234)     ( 8,700)
Increase (decrease) in cash during the year  ( 33,879)      37,709      ( 6,506)
Cash (bank indebtedness), beginning of the year33,045    (   4,664)       1,842
Cash (bank indebtedness), end of year       $(    834)   $  33,045      $(4,664)

</TABLE>
<PAGE>

                            CRYOPAK INDUSTRIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 1997 AND 1998
                          (Stated in Canadian Dollars)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These  financial  statements  have been  prepared in accordance  with  generally
accepted accounting principles in Canada and reflect the following policies:

Basis of Presentation
---------------------

These consolidated financial statements  include  the accounts of the Company an
and its wholly-owned  subsidiaries, Cryopak  (International)  Inc.,  a  Barbados
corporation, Cryopak F(Mada) Corporation and its wholly-owned subsidiary Cryopak
Corporation,  a Nevada  corporation,  and its proportionate  interest (50%) in a
joint venture, Cryopak (Alberta) Corporation.

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

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

Investments
-----------

Investments are recorded at the lower of cost and market value.

Depreciation
------------

Capital assets are recorded at cost.

The Company records  depreciation on its capital assets using the  straight-line
method over five years,  except for motor vehicles  where the declining  balance
method is used at the rate of 30% per anum.

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

The patent4icence is recorded at cost and is amortized on a straight-line  basis
over seventeen years.

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

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

Foreign Currency
----------------

Foreign  currency  accounts are  translated  using the temporal  method  whereby
current assets and current  liabilities  are  translated to Canadian  dollars at
year end  exchange  rates,  other  assets  and  liabilities  at  exchange  rates
prevailing at the dates of transactions, and revenue and expenses at the average
rate during the year.  Gains and losses from foreign  currency  translation  are
included in the consolidated statement of loss and deficit.

Goodwill
--------

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

CRYOPAK INDUSTRIES INC.

<PAGE>

2. OPERATIONS

These financial statements have been prepared on the assumption that the Company
is a going concern.

The ability of the Company to continue as a going  concern,  which  contemplates
the realization of assets and the satisfaction of liabilities and commitments in
the normal course of business, is dependent on obtaining the financing necessary
to continue operations and, ultimately, profitable operations.

3. INVESTMENTS

<TABLE>
<CAPTION>
                              1997               1996
<S>                           <C>                <C>
Marketable securities -
 market value at March 31,
 1997 - $325
 1996 - $475                  $   100            $   100
Artwork                        25,342             25,342
                              ________           ________
                              $25,442            $25,442

</TABLE>

4. CAPITAL ASSETS

<TABLE>
<CAPTION>
                                                  1997            1996
                                  Accumulated     Net Book        Net Book
                       Cost       Depreciation    Value           Value
<S>                    <C>        <C>             <C>             <C>
Computer               $ 45,617   $ 19,010        $ 26,607        $ 14,137
Furniture and fixtures   82,562     77,218           5,344           2,968
Motor vehicle under
  capital lease          40,594     22,366          18,228          34,505
                       ________   ________        ________        ________
                       $168,773   $118,594        $ 50,179        $ 51,610

</TABLE>

5. ADVANCE TO RELATED COMPANY

<TABLE>
<CAPTION>

                                1997            1996
<S>                             <C>             <C>
Advance to N.C.K. Holdings Inc. $ 90,668        $109,339

</TABLE>

The related company is owned by two directors. The advance is unsecured, and  is
repayable  in monthly installments of $2,200 including interest of 8% per annum.
During the year the  Company  paid management fees of $220,000 (1996 - $220,000)
and royalties of $22,934 (1996 - $20,159) to N.C.K. Holdings Inc.

6. INTANGIBLES

<TABLE>
<CAPTION>
                                                    1997            1996
                                    Accumulated     Net Book        Net Book
                           Cost     Amortization    Value           Value
<S>                        <C>      <C>            <C>             <C>
Incorporation costs        $  3,111 $      -       $  3,111        $  3,111
Deferred development costs  114,017   65,845         48,172          62,994
Patent licence              566,323  224,869        341,454         374,768
Goodwill                    156,155   62,005         94,150         103,336
                           ________ ________       _________       ________
                           $839,606 $352,719       $486,887        $544,209

</TABLE>

7. CAPITAL LEASE OBLIGATION

<TABLE>
<CAPTION>

<S>                             <C>         <C>
Capital lease payable,
with interest of 10.25%,
due November 1, 1999            $31,876     $37,682

Less: current portion             6,345       5,874
                                _______     _______
                                $25,531     $31,808

</TABLE>

The future minimum lease payments required are $37,143 payable as follows:

<TABLE>
<CAPTION>

<S>     <C>
1998    $  9,240
1999       9,240
2000      18,663

</TABLE>

Included in these amounts is imputed interest of $5,267.

<PAGE>

8. SHARE CAPITAL

<TABLE>
<CAPTION>

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

</TABLE>

The following changes occurred in share capital:

<TABLE>

Common shares
Issued and outstanding
<CAPTION>

                            1997                         1996                           1995
                     Number                       Number                        Number
                     of                           of                            of
                     Shares        Amount         Shares         Amount         Shares         Amount
<S>                  <C>           <C>            <C>            <C>            <C>            <C>
Balance, beginning
  year               11,229,065    $6,699,998     9,677,542      $5,972,928     8,966,542      $5,623,668

Issued during the year
 For cash               913,255       321,870     1,551,523         727,070       661,000         315,260
 For settlement
   of debt              102,836        56,560         -                -           50,000          34,000
                      _________       _______     _________        ________       _______         _______
                      1,016,091       378,430     1,551,523         727,070       711,000         349,260
Balance, end
 of year             12,245,156     $7,078,42    11,229,065      $6,699,998     9,677,542      $5,972,928

</TABLE>

Class A preferred shares, Series I

<TABLE>
<CAPTION>

<S>                                <C>       <C>            <C>       <C>
Balance, beginning of year         265       $265,000       -         $    -
Issued during the year for cash    265        265,000       265         265,000
Balance, end of year               530       $530,000       265       $ 265,000

</TABLE>
<PAGE>

Each  class "A"  preferred  share  Series I carries a 12%,  cumulative  dividend
payable at the company's fiscal year end, in either cash or common shares at the
option of the  Company.  Dividends  in arrears  at March 31,  1997  amounted  to
$48,048.

The Series I preferred  shares are convertible into common shares at the rate of
one common share for each $3.00 of paid up capital or the rate provided below:

(1) $2.50 at any time after December 31, 1997, provided that the Current Trading
Price shall never have exceeded $2.99 after December 31, 1996;

(ii) $2.00  at  any  time  after  December 31, 1998,  provided  that the Current
Trading  Price  shall never have exceeded $2.99 after December 31, 1996 or $2.49
after December 31, 1997.

(iii) at any time after  December 31, 1999,  provided  that the Current  Trading
Price shall never have  exceeded  $2.99 after  December  31, 1996 or $2.49 after
Decemb~r  31, 1997 or $1.99 after  December  31,  1998,  at a common share price
equal to that price which  represents a 15% discount to the then Current Trading
Price, which common share price in no event shall be less than $0.95;

but if not so converted  prior to May 12, 2000,  such Series I preferred  shares
shall  be  deemed  to have  been  converted  on May 12,  2000 at the  applicable
conversion  price described  above.  The Current Trading Price means the average
trading price of the common shares on a recognized public stock exchange for the
preceding 20 business days.

On March 31, 1997, the following stock options were outstanding:

<TABLE>
<CAPTION>

                Number of  Exercise  Expiry
                Shares     Price     Date
<S>             <C>        <C>       <C>
Directors       38,000     $0.44     November 7,1997
               490,000      0.50     June 13, 1999
                75,000      0.45     May 27,1997
                96,909      0.55     August 22, 1997
               100,000      0.42     April 26,1998
Officers        35,000      0.44     November 7,1997
Employees       20,000      0.45     May 27, 1997
                80,000      0.40     January 12,1999

</TABLE>

9. INCOME TAXES

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

<TABLE>
<CAPTION>

<S>   <C>
1998  $  274,933
1999     276,415
2000     296,801
2001   1,089,726
2002     658,014
2003     710,475
2004     599,008

</TABLE>

10. LEASES

The minimum annual rental  commitments  for operating  leases in effect at March
31, 1997 are as follows:

<TABLE>
<CAPTION>

<S>     <C>
1998    $17,570
1999     10,570
2000     10,570
2001      1,627
2002      1,627

</TABLE>

11. RELATED PARTY TRANSACTIONS

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

(a) Professional and consulting fees include $15,540 and $23,500,  respectively,
paid  to  Discovery  Capital  Corporation,  the  president  and  non-controlling
shareholder of which is a director of the Company. As of March 31, 1997, $14,142
was payable to Discovery Capital Corporation.

(b) As of March 31, 1997,  accounts  receivable  include $12,446 receivable from
N.C.K.  Holdings Inc.,  a  company owned by two directors, and $3,278 receivable
from Fulcrum Developments. Ltd., a company related by two directors in common.

12. SUBSEQUENT EVENTS

The following events occurred subsequent to the year end:

(a) The  following  common  shares  were  issued  pursuant  to the  exercise  by
directors of share purchase options:

<TABLE>
<CAPTION>

Date of exercise        Number of       Exercise        Total
                        Shares          Price           Proceeds
<S>                     <C>             <C>             <C>
April 30, 1997          38,000          $0.44           $ 16,720

June 16, 1997           60,000           0.50             30,000

</TABLE>
<PAGE>

(b) The following share options were issued after the end of the year:

<TABLE>
<CAPTION>

                Number of    Exercise   Expiry
                Shares       Price      Date
<S>             <C>          <C>        <C>
Employee        240,000      $0.50      April 10, 1999
Directors (1)   230,000       0.52      June 16, 1999
Employee (1)    20,000        0.52      June 16, 1999

</TABLE>

(1) subject to regulatory approval

13. CONTRACTUAL OBLIGATIONS

Pursuant to an agreement  dated December 20, 1989 with N.C.K.  Holdings Inc., as
part of the  consideration  for a licence,  the Company has made a commitment to
issue up to 3,000,000  common shares of its capital (the  "performance  shares")
based upon certain performance criteria.

The issue of the shares is subject to regulatory  approval which to date has not
been sought.

14. CONTINGENT LIABILITIES

(a) Should  sales  of racks not meet expectations, the Company is liable for the
 cost of the moulds, the balance of which was approximately $30,000 at March 31,
 1997.

(b) A company has filed a complaint against the Company in respect of the use of
a registered trademark. The outcome of the claim is not determinable.

<PAGE>

15. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

Generally accepted  accounting  principles ("GAAP") used in the United States of
America  differ in certain  respects from GAAP used in Canada. A difference that
materially affects these consolidated financial statements is that United States
GAAP require deferred development costs be expensed as incurred whereas Canadian
GAAP allows these  expenses to be deferred and amortized.  Had the  consolidated
financial  statements  been  prepared in  accordance  with United States GAAP as
described above, the following changes would hive been made:

<TABLE>
<CAPTION>

                                  1997      1996      1995
<S>                               <C>       <C>       <C>
Total Assets - Canadian GAAP      $892,598  $969,860  $789,332
Deferred development costs        ( 48,172) ( 62,994) ( 77,816)
Total Assets - United States GAAP $844,426  $906,866  $711,516

</TABLE>

<TABLE>
<CAPTION>

                                  1997       1996      1995
<S>                               <C>        <C>       <C>
Shareholders' equity -
  Canadian GAAP                   $463,834   $495,537  $415,857
Deferred development costs        ( 48,172)  ( 62,994) ( 77,816)

Shareholders' equity -
  United States GAAP              $415,662   $432,543  $338,041

                                  1997       1996      1995

Net Loss - Canadian GAAP          $675,133)  (912,390) (799,768)
Amortization of deferred
  development costs                 14,822     14,822   187,045
Net Loss - United States GAAP     $(660,311)  $(897,568)$(612,723)

</TABLE>

(b)  United States  GAAP  require non-cash investing and financing activities to
be  excluded  from the Consolidated Statements of Changes in Financial Position,
whereas  Canadian GAAP require these activities to be included in the Statement.
Had  the Consolidated Statement of Changes - in Financial Position been prepared
in accordance with U.S.GAAP the following transactions would have been excluded:

<TABLE>
<CAPTION>

                                                1997     1996         1995
<S>                                             <C>      <C>          <C>
Liabilities settled by issue of company shares  $56,560  $   -    $34,000

</TABLE>

(c) Basic loss per share calculated in accordance with U.S. GAAP is:

<TABLE>
<CAPTION>

                          1997     1996         1995
<S>                       <C>      <C>          <C>
                          0.06     0.09         0.07

</TABLE>
<PAGE>

                            CRYOPAK INDUSTRIES INC.
                  CONSOLIDATED SCHEDULES OF OPERATING EXPENSES
                              YEAR ENDED MARCH 31
                          (Stated in Canadian Dollars)

<TABLE>
<CAPTION>
                                   1997         1996           1995
<S>                                <C>          <C>            <C>
Bad debts                          7,245        $ 32,668       $ 28,731
Commissions                          884           3,681          9,110
Depreciation and amortization     79,564          72,984        236,623
Foreign exchange                   1,355           2,867         33,228
Interest and bank charges         16,549          11,435         16,178
Interest on capital lease
  obligation                       3,434           1,156              -
Management fees and commissions  220,000         220,000        210,000
Marketing                         87,337         173,157         46,222
Office supplies and stationery    58,197          54,587         49,781
Professional fees                 74,399         155,698         75,088
Rent                              52,459          48,576         47,838
Royalties                         44,903          30,239         26,584
Salaries and benefits            117,960         122,610        146,677
Storage                            9,899           8,362         16,751
Telephone                         50,748          41,899         46,662
Travel                           155,138         167,284         64,460
Vehicle                           12,602          10,833          9,065
                                ________      __________     __________
                                $992,673      $1,158,036     $1,062,998


</TABLE>

<PAGE>


ITEM 18. FINANCIAL STATEMENTS

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

ITEM 19. FINANCIAL STATEMENTS AND EXHIBITS

                                  EXHIBIT INDEX

         Exhibit 1          Private Placement Memorandum*

         Exhibit 3
            Exhibit 3.1     Articles of Incorporation - Cryopak Industries Inc.*
            Exhibit 3.2     Articles of Amendment*
            Exhibit 3.3     Articles of Incorporation - B.C., Ltd.*
            Exhibit 3.4     Articles of Incorporation - Consort Energy Corp.*

         Exhibit 10
            Exhibit 10.1    Consulting Agreement*
            Exhibit 10.2    Client Agreement*
            Exhibit 10.3    Lease Agreement*
            Exhibit 10.4    Letter of Intent for purchase of Northland

         Exhibit 23
            Exhibit 23.1    Consent of Independent Auditor

         Exhibit 27         Financial Data Schedule

         Exhibit 99
            Exhibit 99.1    Patent*
            Exhibit 99.2    Certificate of Name Change*
            Exhibit 99.3    Discussion of Physics of the Product
            Exhibit 99.4    University of British Columbia Evaluation
            Exhibit 99.5    Inchcape Testing Evaluation
            Exhibit 99.6    Abbott Labs Evaluation
            Exhibit 99.7    SmithKline Beecham Evaluation
            Exhibit 99.8    Northwest Airlines Evaluation

* signifies exhibit previously submitted




<PAGE>


                                   SIGNATURES

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

                                                         CRYOPAK INDUSTRIES INC.

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

     This offering  statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

/s Harry Bygdnes                                                3/24/00
----------------                                                -------
Harry Bygdnes, Director                                         Date

/s/ Robert Leigh Jeffs                                          3/24/00
----------------------                                          -------
Robert Leigh Jeffs, Director                                    Date

/s/ Douglas R. Reid                                             3/24/00
-------------------                                             -------
Douglas R. Reid, Director                                       Date

/s/ Ross G. Morrison                                            3/24/00
--------------------                                            -------
Ross G. Morrison, Director                                      Date

/s/ John F. Morgan                                              3/24/00
------------------                                              -------
John F. Morgan, Director                                        Date

/s/ John A. McEwen                                              3/24/00
------------------                                              -------
John A. McEwen, Director                                        Date

<PAGE>