U.S. SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549


                           FORM 1O-QSB


       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934

For Quarter ended December 31, 2001         Commission File No.33-30476-D

                          CRYOCON, INC.
      (Exact name of registrant as specified in its charter)


                             COLORADO
                 (State or other jurisdiction of
                  incorporation or organization)

                      2773 Industrial Drive
                        Ogden, Utah  84401
            (Address of Principal's Executive Offices)

                            84-1O26503
               (I.R.S. Employer Identification No.)



                          (801) 395-2796
           (Registrant's Telephone No. Incl. area code)



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 such shorter period that the
registrant was required to file such reports), and (2) Has been subject to
     such filing requirements for at least the past: 90 days.

                    Yes _X_           No ___

The number of  shares outstanding of each of the Registrant's classes of
    common equity, as of December 31, 2001, are as  follows:

              Class of Securities            Shares Outstanding
              -------------------            ------------------
            Common Stock, no par value         19,922,080

<PAGE>

                             INDEX


                 PART I.  FINANCIAL STATEMENTS

Item 1.  Financial Statements                                  PAGE


         Consolidated Balance Sheets
         (December 31, 2001 and March 31, 2001)                   F-1

         Liabilities and Stockholders' Equity (Deficit)           F-2

         Consolidated Statement of Operations                     F-3

         Consolidated Statement of Cash Flows                     F-4

         Notes to Unaudited Financial Statements                  F-6


Item  2. Management's Discussion and Analysis and
         Plan of Operation                                          9


                   PART II. OTHER INFORMATION

Item 1.   Legal Proceedings                                        12

Item 2.  Changes in Securities and Use of Proceeds                 13

Item 3.  Defaults Upon Senior Securities                           13

Item 4.  Submission of Matters to a Vote of Security Holders       13

Item 5.  Other Information                                         13

Item 6.  Exhibits and Reports on Form 8-K                          13




         Signatures                                                14
<PAGE>
PART I   FINANCIAL STATEMENTS

Item  1   Financial Statements


                  CRYOCON, INC. AND SUBSIDIARIES
                  (A Development Stage Company)

                CONSOLIDATED FINANCIAL STATEMENTS

               December 31, 2001 and March 31, 2001
<PAGE>
<TABLE>
                  CRYOCON, INC. AND SUBSIDIARIES
                  (A Development Stage Company)
                   Consolidated Balance Sheets
<CAPTION>

                              ASSETS
                                           December 31, March 31,
                                              2001        2001
                                           (Unaudited)
<S>                                        <C>          <C>
CURRENT ASSETS

 Cash                                      $   32,872  $    8,980
 Accounts receivable, net                      32,500      30,647
 Deposits and prepaid expenses                  6,875      34,214
                                           ----------  ----------
  Total Current Assets                         72,247      73,841
                                           ----------  ----------
PROPERTY AND EQUIPMENT, NET                   404,076   2,250,790
                                           ----------  ----------
OTHER ASSETS

 Patents, trademarks and licenses, net        261,917     329,267
                                           ----------  ----------
  Total Other Assets                          261,917     329,267

  TOTAL ASSETS                             $  738,240  $2,653,898
                                           ==========  ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
                               F-1
<PAGE>
<TABLE>
                  CRYOCON, INC. AND SUBSIDIARIES
                  (A Development Stage Company)
                   Consolidated Balance Sheets
<CAPTION>
          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                          December 31, March 31,
                                              2001        2001
                                           (Unaudited)
<S>                                        <C>          <C>
CURRENT LIABILITIES

  Accounts payable                         $  322,357  $  341,552
  Due to related parties                      283,100           -
  Accrued expenses                          1,371,733     605,965
  Stock deposits                              284,391     284,391
  Notes payable, related party                696,764     191,964
  Current portion long-term debt              420,856   1,603,891

                                            ---------   ---------
          Total Current Liabilities         3,379,201   3,027,763
                                            ---------   ---------
LONG-TERM LIABILITIES

  Long-term debt                                    -     146,966
                                            ---------   ---------
          Total Long-Term Liabilities               -     146,966
                                            ---------   ---------
          TOTAL LIABILITIES                 3,379,201   3,174,729
                                            ---------   ---------
STOCKHOLDERS' EQUITY (DEFICIT)

  Common stock: 50,000,000 shares
  authorized of no par value,
  19,922,080 and 19,319,837 shares issued
  and outstanding, respectively             8,470,388   7,158,329
  Deficit accumulated during the
  development stage                       (11,111,349) (7,679,160)
                                           ----------  ----------
          Total Stockholders' Equity
          (Deficit)                        (2,640,961)   (520,831)
                                           ----------  ----------
          TOTAL LIABILITIES AND
          STOCKHOLDERS' EQUITY (DEFICIT)   $  738,240  $2,653,898
                                           ==========  ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
                               F-2
<PAGE>
<TABLE>
                  CRYOCON, INC. AND SUBSIDIARIES
                  (A Development Stage Company)
              Consolidated Statements of Operations
                           (Unaudited)
<CAPTION>
                                                                     From
                                                                 Inception on
                       For the             For the                October 20,
                 Nine Months Ended     Three Months Ended        1999 through
                    December 31,          December 31,            December 31,
                  2001        2000      2001         2000          2001
<S>            <C>         <C>          <C>          <C>       <C>
REVENUES         $  30,191  $   117,762  $     3,791  $  36,351  $   194,101
                 ---------  -----------  -----------  ---------  -----------
EXPENSES

 Cost of sales      16,731       17,871        3,066      3,230       81,514
 Advertising        19,539      264,872            -     65,325      470,222
 Bad debt expense    9,000            -            -          -       20,000
 Depreciation and
 amortization      177,358      113,358       59,120     37,273      448,656
 General and
 administrative  2,537,214    2,818,519    1,111,809  1,743,469    8,845,500
                ----------  -----------  -----------  ---------  -----------
  Total Expenses 2,759,842    3,214,620    1,173,995  1,849,297    9,865,892
                ----------  -----------  -----------  ---------  -----------
OPERATING LOSS  (2,729,651)  (3,096,858)  (1,170,204)(1,812,946)  (9,671,791)
                ----------  -----------  -----------  ---------  -----------
OTHER INCOME
(EXPENSE)

 Interest income       304            -          299          -        3,538
 Other income        9,687            -            -          -       11,784
 Loss on sale of
  assets                 -            -            -          -      (27,515)
 Impairment loss
  on fixed assets (227,388)           -            -          -     (227,388)
 Impairment of
  goodwill        (419,198)           -            -          -     (419,198)
 Interest expense  (65,943)    (245,805)       7,221    (30,672)    (781,049)
                ----------  -----------  -----------  ---------  -----------
  Total Other
  Income (Expense)(702,538)    (245,805)       7,520   (30,672)  (1,439,558)
                ----------  -----------  -----------  ---------  -----------
NET LOSS       $(3,432,189) $(3,342,663) $(1,162,684)(1,843,618)$(11,111,349)
                ==========  ===========  ===========  =========  ===========
BASIC LOSS PER
SHARE          $     (0.17) $     (0.29) $     (0.06) $    (.12)
                ==========  ===========  ===========  =========
WEIGHTED
AVERAGE NUMBER
OF SHARES
OUTSTANDING     20,205,245   11,545,094   20,761,280  14,885,571
                ==========   ==========   ==========  ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
                               F-3
<PAGE>
<TABLE>
                  CRYOCON, INC. AND SUBSIDIARIES
                  (A Development Stage Company)
              Consolidated Statements of Cash Flows
                           (Unaudited)
<CAPTION>
                                                                    From
                                                                 Inception on
                                           For the                October 20,
                                       Nine Months Ended          1999 Through
                                         December 31,             December 31,
                                     2001           2000             2001
<S>                                  <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss                            $(3,432,189)   $(3,343,663) $(11,111,349)
 Adjustments to reconcile net loss
  to net cash used by operating
  activities:
   Amortization and depreciation         177,358        113,358       448,656
  Options and warrants issued below
   market value                                -        341,220     1,248,110
  Impairment loss on fixed assets        227,388              -       227,388
  Impairment of goodwill                 419,198              -       419,198
  Loss on sale of assets                       -              -        27,515
  Bad debt expense                         9,000         10,000        20,000
  Additional expense recorded on
   convertible debentures                      -              -       514,050
  Common stock issued for services
   rendered                              753,207          8,400     2,393,411
 (Increase) decrease in:
  Accounts receivable                     (1,853)       (23,086)      (43,500)
  Deposits and prepaids                   27,339        (14,277)       (6,875)
 Increase (decrease) in:
  Stock deposits                               -        (17,983)      284,391
  Accounts payable and accrued expenses  944,589        197,948     1,892,106
                                       ---------      ---------    ----------
   Net Cash Used by Operating
   Activities                           (884,962)    (2,712,806)   (3,686,899)
                                       ---------      ---------    ----------
CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase or development of intangibles        -              -      (449,000)
 Sale of assets                           19,170              -        19,170
 Equipment purchases                      (2,661)      (194,170)     (382,531)
 Purchase of building                          -              -    (2,050,000)
                                       ---------      ---------    ----------
   Net Cash (Used) by Investing
   Activities                             16,509       (194,170)   (2,862,361)
                                       ---------      ---------    ----------
CASH FLOWS FROM FINANCING ACTIVITIES

 Issuance of common stock for cash       100,000         25,075       176,200
 Stock offering costs                          -              -      (390,708)
 Due to related parties                  283,100              -       283,100
 Issuance of notes payable               518,595      3,186,099     7,030,656
 Payments made on notes payable           (9,350)      (369,956)     (517,116)
                                       ---------      ---------    ----------
   Net Cash Provided by Financing
   Activities                          $ 892,345     $2,841,218    $6,582,132
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
                               F-4
<PAGE>
<TABLE>
                  CRYOCON, INC. AND SUBSIDIARIES
                  (A Development Stage Company)
        Consolidated Statements of Cash Flows (Continued)
                                 (Unaudited)
<CAPTION>
                                                                    From
                                                                 Inception on
                                           For the                October 20,
                                       Nine Months Ended          1999 Through
                                         December 31,             December 31,
                                     2001           2000             2001
<S>                                  <C>           <C>           <C>
NET INCREASE IN CASH AND CASH
 EQUIVALENTS                         $     23,892       (65,758)       32,872

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD                        8,980        71,771             -
                                     ------------     ---------    ----------
CASH AND CASH EQUIVALENTS AT
 END OF PERIOD                       $     32,872    $    6,013    $  32,872

CASH PAID FOR:

 Interest                            $         45     $   86,502    $  119,600
 Income taxes                        $          -     $        -    $        -

SCHEDULE OF NON-CASH FINANCING ACTIVITIES:

 Common stock issued for services    $    753,207     $    8,400    $1,907,569
 Common stock issued in lieu of debt $     56,250     $4,126,544    $   56,250
 Vehicles purchased under notes
  payable                            $     35,215     $       -    $  100,764
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
                               F-5
<PAGE>
                  CRYOCON, INC. AND SUBSIDIARIES
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
               December 31, 2001 and March 31, 2001

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

       The accompanying unaudited condensed consolidated financial
       statements have been prepared by the Company pursuant to the rules
       and regulations of the Securities and Exchange Commission.  Certain
       information and footnote disclosures normally included in financial
       statements prepared in accordance with generally accepted accounting
       principles have been condensed or omitted in accordance with such
       rules and regulations.  The information furnished in the interim
       condensed consolidated financial statements include normal recurring
       adjustments and reflects all adjustments, which, in the opinion of
       management, are necessary for a fair presentation of such financial
       statements.  Although management believes the disclosures and
       information presented are adequate to make the information not
       misleading, it is suggested that these interim condensed consolidated
       financial statements be read in conjunction with the Company's most
       recent audited financial statements and notes thereto included in its
       March 31, 2001 Annual Report on Form 10-KSB.  Operating results for
       the six months ended September 30, 2001 are not necessarily
       indicative of the results that may be expected for the year ending
       March 31, 2002.

NOTE 2 -  PRONOUNCEMENTS ISSUED NOT YET ADOPTED

       In July, 2001, the Financial Accounting Standards Board issued two
       statements - Statement 141, Business Combinations, and Statement 142,
       Goodwill and Other Intangible Assets, which will potentially impact
       the Company's accounting for its reported goodwill and other
       intangible assets.

       Statement 141:

          Eliminates the pooling method for accounting for business
          combinations.

          Requires that intangible assets that meet certain criteria be
          reported separately from goodwill.

          Requires negative goodwill arising from a business combination to
          be recorded as an extraordinary gain.

       Statement 142:

          Eliminates the amortization of goodwill and other intangibles that
          are determined to have an indefinite life.

          Requires, at a minimum, annual impairment tests for goodwill and
          other intangible assets that are determined to have an indefinite
          life.
                                F-6
<PAGE>
                  CRYOCON, INC. AND SUBSIDIARIES
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
               December 31, 2001 and March 31, 2001


NOTE 2 -  PRONOUNCEMENTS ISSUED NOT YET ADOPTED (Continued)

       Upon adoption of these Statements, the Company is required to:

          Re-evaluate goodwill and other intangible assets that arose from
          business combinations entered into before July 1, 2001.  If the
          recorded other intangibles assets do not meet the criteria for
          recognition, they should be reclassified to goodwill.  Similarly,
          if there are other intangible assets that meet the criteria for
          recognition but were not separately recorded from goodwill, they
          should be reclassified from goodwill.

          Reassess the useful lives of intangible assets and adjust the
          remaining amortization periods accordingly.

          Write-off any remaining negative goodwill.

NOTE 3 -  GOING CONCERN

       The Company's consolidated financial statements are prepared using
       generally accepted accounting principles applicable to a going
       concern which contemplates the realization of assets and liquidation
       of liabilities in the normal course of business.  However, the
       Company does not have significant cash or other material assets, nor
       does it have an established source of revenues sufficient to cover
       its operating costs and to allow it to continue as a going concern.
       It is the intent of the Company to raise additional funds through an
       SB-2 filing in order to fund operations until revenues are sufficient
       to cover the operating expenses.  The Company is also trying to
       restructure its long-term debt and dispose of certain assets, if
       needed, in order to reduce operating expenses.  Until that time, the
       stockholders have committed to covering the operating costs of the
       Company.

       Additionally, the Company is registering a rescission offer
       concerning certain securities that may have been offered or issued in
       violation with state and/or federal securities laws.  There are no
       assurances that (1) the existing stockholders and warrant holders
       subject to rescission will elect to retain their stock ownership and
       stock warrants and (2) the Company will be able to raise additional
       working capital through either private placements or public
       offerings.  To the extent that funds generated from operations,
       standby investors and any private placements or public offerings are
       insufficient, the Company will have to raise additional working
       capital.  No assurance can be given that additional financing will be
       available, or if available, will be on terms acceptable to the
       Company.  If adequate working capital is not available, the Company
       may be required to curtail its operations.

       This rescission raises substantial doubt about the Company's ability
       to continue as a gong concern.  The consolidated financial statements
       do not include any adjustments relating  to the recoverability and
       classification of asset carrying amounts or the amount and
       classification of liabilities that might be necessary should  the
       Company be unable to continue as a going concern.
                                F-7
<PAGE>
                  CRYOCON, INC. AND SUBSIDIARIES
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
               December 31, 2001 and March 31, 2001


NOTE 4 -  SIGNIFICANT EVENTS

       On March 30, 2001, the Company entered into an agreement with XTool,
       Inc., a Utah Corporation, to exchange all of the outstanding shares
       of XTool, Inc. for 250,000 shares of the Company's outstanding stock.
       The agreement was effective as of April 3, 2001 when the 250,000
       shares were distributed equally to the four stockholders of XTool,
       Inc..  XTool, Inc. is a development stage company which has developed
       tooling to be sold in the petroleum, mining and horizontal drilling
       industries.  These tools are unique in the industry and are
       cryogenically treated.

       As part of the acquisition, the Company committed to a minimum of
       $250,000 of capital contribution to the new subsidiary.  In addition
       to other compensation, each officer of the new subsidiary will
       receive stock options to purchase 100,000 shares of the Company's
       common stock.  The options will vest 50,000 shares on the anniversary
       of the acquisition for two years.  The exercise price of the options
       will be $1.50 per share for the first vesting and eighty percent
       (80%) of the average stock price for the month of December preceding
       the date of vesting for the second vesting shares.

       The acquisition of XTool, Inc. resulted in goodwill of $441,261 as
       follows:

           Value of 250,000 shares issued ($2.375 per share)    $      593,750
           Assets acquired, net                                   (167,657 )
           Liabilities assumed, net                                 15,168

           Resulting goodwill                         $            441,261

       Amortization of the goodwill is computed on the straight-line method
       over the estimated useful life of 5 years.  Amortization on the
       goodwill through September 30, 2001 was $22,063.  The assets of
       XTool, Inc. were contributed by shareholders who during the quarter
       ended September 30, 2001 took back the assets and associated
       liabilities of XTool, Inc.  As a result, the goodwill previously
       booked had been impaired.  Therefore, the remaining goodwill of
       $419,198 was amortized in full.

       On June 4, 2001, the note holder of the $1,350,000 promissory note
       filed a Notice of Default with the County Recorder in an effort to
       commence foreclosure on the trust deed on the Company's current
       administrative and operational facility.  The promissory note was
       originally due February 28, 2001.  As of October 16, 2001, the
       Company's administrative faculty was evacuated and given back to the
       note holder.  An impairment loss of $227,388 was recorded as a result
       of the loan foreclosure.

NOTE 5 -   LITIGATION

       In the third quarter the Company was listed as a defendant in several
       legal actions.  The Company is vigorously fighting these claims.  The
       Company feels there is high probability that the Company may not
       succeed against these claims and has accrued a contingent liability
       of $84,016 for the quarter.
                                F-8
<PAGE>
Item 2   Management's Discussion and Analysis or Plan of Operation

FORWARD-LOOKING STATEMENTS
Forward-Looking Statements

This report on Form 10-QSB regarding Cyrocon, Inc. (hereafter referred to as
"the Company", "we" or "our) contains forward looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934.  The words or phrases "would be," "will
allow," "intends to," "will likely result," "are expected to," "will
continue," "is anticipated," "estimate," "project," or similar expressions are
intended to identify "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995.   Actual results could
differ materially from those projected in the forward looking statements as a
result of  a number of risks and uncertainties, including: (a) whether we will
continue as a going concern; (b) our ability to obtain financing to implement
our business strategy and/or continue our operations; (c) imposition of
regulatory requirements affecting our operations and/or increasing our costs;
(d) the delay or failure to properly manage growth and successfully integrate
acquired companies and operations or technologies; (e) a downturn in general
economic conditions or energy related fields; (f) litigation costs and the
financial effects of a rescission offer we will be making concerning certain
of our securities; (g) other factors which are described in further detail in
our filings with the Securities and Exchange Commission.   Statements made
herein are as of the date of the filing of this Form 10-QSB with the
Securities and Exchange Commission and should not be relied upon as of any
subsequent date.  Unless otherwise required by applicable law, the Company
does not undertake, and specifically disclaims any obligation, to update any
forward-looking statements to reflect occurrences, developments, unanticipated
events or circumstances after the date of such statement.

Item 2. Management's Discussion and Analysis or Plan of Operations.

The following discussion and analysis provides information that the Company
believes is relevant to an assessment and understanding of its consolidated
results of operations and financial condition.  This discussion and analysis
covers material changes in our financial condition since our year end at March
31, 2001 and material changes in the results of operations from the nine
months ended December 31, 2001. This discussion and analysis should be read in
conjunction with the Company's most recent audited financial statements and
notes thereto included in its March 31, 2001 Annual Report on Form 10 KSB.
                                9
<PAGE>
Past Financial Condition:

During the fiscal year 2000, we operated under the name ISO Block Products
USA, Inc., a Colorado Corporation.  ISO Block reported the following during
fiscal year 2000: (a) $118,460 of revenues from operations comprised primarily
of asset sales and residential construction; (b) $55,370 of net income from
operations; (c) $86,378 of net gains on sales; and (d) $141,748 of total net
income.   ISO Block discontinued operations in August of 1999.  On August 16,
2000, ISO Block acquired Cryocon of Utah.

Our fiscal year 2001 losses are $6,609,229.  Our losses are primarily
attributable to start-up and operational costs, market development
penetration, costs incurred in capital acquisition and asset expenditures.
Our high capital outlays include the following approximate expenditures: (a)
$265,000 for shop equipment; (b) $435,000 for land and building; (c) $313,274
for computer and printer equipment; (d) $275,000 for the purchase of the Cryo-
Accurizing patent and related equipment; and (e) $282,937 for advertising.

Our corporate restructuring resulted in administrative and operational cost
savings during December 2000 and March 2001, by:
  *    Outsourcing our key functions;
  *    Redefining our departmental and employee functions;
  *    Reducing our full time employees from 30 to a total of 5 personnel
       and two consultants;
  *    Selling company owned vehicles;
  *    Selling excess equipment; and
  *    Moving our operations to a smaller building to reduce our monthly
       rent expense.

We anticipate no significant changes in the number of our employees; however,
if our operations expand we may hire sales and research and development
personnel.

Direction and Focus of Operations and Management

In March of 2001, we appointed a new Chairman of the Board and Chief Executive
Officer, J. Brian Morrison.  Our overall focus is to merge our technology into
mainstream processes, including expansion into traditional heat treating
markets.  Consistent with these goals, we acquired XTool, Inc., a development
stage company, which has developed tooling to be sold in the petroleum,
mining, and horizontal drilling industries.  As a result of the acquisition,
XTool became our subsidiary. We committed to a minimum of $250,000 of capital
to XTool to develop XTool's business, production and promote its expansion
into the petroleum exploration, construction and mining industries.  Each
officer of XTool will also received stock options to purchase 100,000 shares
of our common stock. In addition, we will seek patent and trademark
development and protection for XTool's designs, logos, words and proprietary
processes.  There are no assurances that we will meet our commitments under
the terms of our agreement with Xtool.

Management is attempting to develop relationships with manufactures of
petroleum, construction and mining parts tool treatment.   We have a CREDA
agreement with Rocky Mountain Oil Testing Center (RMOTC) in Casper, Wyoming to
                                10
<PAGE>
test parts using Deep Cryogenic Treatment (DCT). Our test data shows
significant life improvements on treated parts.  We believe that our steps in
these areas provide opportunities for further development and possible
expansion, given the recent national trends in energy consumption, energy
shortages, and government emphasis for increased exploration and domestic
production.  However, there are no assurances that we will be successful in
meeting these and other goals given the following factors: (a) currently, we
do not have sufficient cash reserves to meet our obligations for the next 60
days and additional funding is necessary to satisfy our ongoing and future
cash requirements; (b)  we plan to register a rescission offer which may
negatively affect our financial condition and operations, and which raises
substantial doubt about our ability to continue as a going concern; (c) other
factors detailed below under "Liquidity and Capital Resources" which may
negatively affect our financial condition.  We will attempt to meet our needs
through short term funding and increasing our revenues by merging our
technology into mainstream processes and expanding our technology into
traditional heat treating markets.

Our business direction over the next twelve months is to develop and expand
our customer base.  We plan to apply industry specific processes to different
materials and develop more efficient cryogenic processors and custom, portable
processing technology that can be implemented on the customer's site to meet
the customer's size, dimensional and quantity requirements.  We will also
conduct research and apply our technology to the medical field and file
patents for successful applications, as well as obtaining trademark, copyright
and other intellectual property protections, as appropriate.

Because we have adequate equipment to satisfy our production and research &
development needs for the foreseeable future, there are no expected purchases
or sales of significant equipment at this time.

We have assembled an Intellectual Advisory Board to assist with further
development of the heat treat and cryogenic processes. Our Intellectual
Advisory Board is currently investigating several products and industries to
determine our specific research and development needs.

Liquidity and Capital Resources

Cryocon Utah commenced operations on January 3, 2000.  Since the start of
operations, we have $194,101 in gross sales and $30,191 in accounts
receivable.  Our gross sales for the quarter ended December 31, 2001 is
$3,791.  Our cumulative operating loss through December 31, 2001 is
$11,111,349.  This loss is partially attributable to pre-organizational,
start-up and operating costs of our subsidiary, Cryocon Utah, and costs
incurred in our financing efforts, including $1,248,110 assessed for options
granted below market value, $2,393,411 assessed for the issuance of common
stock for services, and $514,050 assessed as additional expenses on
convertible debentures.

Our operations have consumed substantial cash amounts.  As of December 31,
2001, we had a working capital deficit of $3,306,954, which includes the
current portion of all notes payable, including the debt on our building
purchase.  Since inception, our net cash loss from operations is $3,686,899.
We anticipate that our losses may increase in the foreseeable future. The
                                11
<PAGE>
consumption of capital during the start-up phase included $700,000 for a
building purchase, equipment purchases of $313,274, and a patent purchase of
$275,000. The rate at which we expend our resources is variable and may
accelerate, depending on many factors, including the:
  *  continued progress, or lack thereof, of Cryocon's research and
     development of new process applications;
  *  cost, the timing, and outcome of further regulatory approvals;
  *  expenses of establishing a sales and marketing force;
  *  timing and cost of establishing or procuring additional requisite
     production and other manufacturing capacities,
  *  cost, if any, of preparing, filing, prosecuting, maintaining, defending
     and enforcing patent claims; and
  *  status of competitive products and the availability of other financing.

Because we are a development stage company and we  have limited working
capital, internal financial resources and cash flow, we have had and will have
difficulties in borrowing funds from conventional lending institutions. As a
result, we have relied on private investments from third-parties, including
our management, to meet our current obligations. As of January 1, 2002, we
will not have sufficient cash on hand to fund another two months of
operations.  Although management will attempt to obtain operational funds
through various means, including funding from management, there are no
assurances that they will be successful in doing so.   In addition, there can
be no assurance that private or public financing, including debt or equity
financing, will be available as needed, or on terms favorable to us.  Any
equity financing may be dilutive to shareholders.  Furthermore, debt
financing, if available, will require payment of interest and may involve
restrictive covenants that could impose limitations on our operating
flexibility.  Should we fail to obtain additional funding, our ability to
continue our business and operations will be jeopardized.

Our financial information is prepared using generally accepted accounting
principles applicable to a going concern that contemplates the realization of
assets and liquidation of liabilities in the normal course of business.

PART II   OTHER INFORMATION

Item 1   Legal Proceedings

On June 4, 2001, Bourn Inc. filed a Notice of Default with the Weber County
Recorder, in its effort to commence foreclosure on the deed trust on our
current administrative and operational facility located at 2250 North 1500
West, in Ogden, Weber County, Utah. On June 1, 2000, Bourn, Inc. loaned us
$2,050,000. The promissory note became due on February 28, 2001.  The balance
due as of the foreclosure was $1,350,000. On October 30, 2001, the building
and property were sold through a Trustee sale by bid to Bourns for $1,100,000.
Consequently, we retain an unsecured liability for the difference between the
Note Payable of $1,350,000 and the bid price of $1,100,000 or $250,000. As a
result of this sale, a second trust deed to Amerifirst Foundation became an
unsecured note. The Internal Revenue Service holds a lien against the building
from past due dues equaling $141,602. The IRS has reviewed the financial
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status of the company. We understand that the Internal Revenue Service has
placed the account in an "uncollectible" status.

On August 7, 2001, we were served with legal process in a collection action by
Rushford/Ross Advertising Agency claiming a debt owed in the amount of
$7,709.26, interest and costs in collection. On November 20, 2001 the court
awarded a Judgment and Notice of Lien for the total amount plus attorney's
fees and costs.

On June 26, 2001, Cryocon was served with a legal process in the collection of
an outstanding payable to Staffing Solutions Southwest, Inc., d/b/a Staffing
Solutions in the amount of $5,922.76. Venue for this claim was in Dallas,
Texas.

On October 24, 2001, Cryocon was served with a legal process in the collection
of an outstanding payable to Reed Exhibition Companies in the amount of
$2,882.50.

On January 28, 2002, Cryocon along with Brian Morrison, CEO, was served with a
legal process for breach of contract by North Coast Investment. The amount of
the claim was $70,000. Cryocon has retained an attorney in Illinois and is
preparing to a counter suit.

Should judgments be rendered in the above matters and we are required to make
payments in satisfaction, such payments will have a materially adverse affect
on our consolidated results of operations and financial condition.

We have not been served with any other legal process providing it with legal
notice of any other pending proceedings.  Cryocon is not a plaintiff in any
pending action.

Item 2. Changes in Securities and Use of Proceeds

None

Item 3.  Defaults Upon Senior Securities

None

Item 4.  Submission of Matters to a Vote of Security Holders

None.

Item 5.     Other Information

None.

Item 6.   Exhibits and Reports on Form 8-K

  (a) Exhibits.  The following exhibits are filed with this report, except
those indicated as having previously been filed with the Securities and
Exchange Commission and which are incorporated by reference to another report,
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registration statement or form.   The Company will furnish any exhibit
indicated in the list below as filed with this report (not incorporated by
reference) upon payment to the Company of its expenses in furnishing the
information upon the request of any Shareholder of Record.

2.0    Plan of Acquisition, Reorganization, Arrangement, Liquidation or
       Succession

  2.1  Agreement and Plan of Reorganization dated April 25, 2000
       (incorporated by reference to Exhibit 2.1 to Form 8-K dated August
       18, 2000).


3.0   Articles and Bylaws

  3.1  Articles of Incorporation of the Company (incorporated by
       reference to Exhibit 3.1 to registration statement on Form S-8 of
       Champion Computer Rentals, Inc., file no. 33-23257-D)

  3.3  Bylaws of the Company (incorporated by reference to Exhibit on
       Form 10-KSB for fiscal year ended 1993).

  3.4  Certificate of Amendment and Restatement to Articles of
       Incorporation (incorporated by reference to Exhibit 3.4 to Form 8-
       K dated February 10, 1994)

  3.5  Certificate of Amendment to Articles of Incorporation, changing
       the Company's name to Iso-Block Products USA, Inc.  (incorporated
       by reference to Exhibit 2(c) to registration   statement on Form
       8-A, file no. 0-25810)

  3.6  Certificate of Amendment to Articles of Incorporation, changing
       the Company's name to Cryocon, Inc., authorizing a four to one
       reverse split, authorizing the increase of capital stock to
       50,000,000 shares of Common Stock, and ratifying the change of
       auditors to HJ & Associates of Salt Lake City, Utah. (Incorporated
       by reference to Exhibit 3.6 to the quarterly report filed on Form
       10-QSB for the Quarter ending September 30, 2000).

 (b)   Reports on Form 8-K. :  There were no reports filed on Form 8-K
       between March 31, 2001 and December 31, 2001.


                           SIGNATURES
___________________________________________________________________________

In accordance with the requirements of the Exchange Act, the Registrant caused
this Report on Form 10-QSB to be signed on its behalf by the undersigned
                   thereunto duly authorized.

                    Dated: February 25, 2002

                                             CRYOCON, INC.


                                                 By:
__________/s/________________________
                               J. BRAIN MORRISON
                                          Chairman/Chief Executive Officer




                                                By:
_________/s/_________________________
                           VAUGHN P. GRIGGS
                              Chief Financial Officer
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