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 September 30, 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 September 30, 2001, are as  follows:

        Class of Securities            Shares Outstanding
              -------------------            ------------------
            Common Stock, no par value         21,924,603

<PAGE>

                             INDEX


                 PART I.  FINANCIAL STATEMENTS

Item 1.  Financial Statements                                  PAGE


         Consolidated Balance Sheets
         (September 30, 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

              September 30, 2001 and March 31, 2001
<PAGE>
<TABLE>
                  CRYOCON, INC. AND SUBSIDIARIES
                  (A Development Stage Company)
                   Consolidated Balance Sheets
<CAPTION>

                              ASSETS
                                          September 30, March 31,
                                              2001        2001
                                           (Unaudited)
<S>                                        <C>          <C>
CURRENT ASSETS

 Cash                                      $      760  $    8,980
 Accounts receivable, net                      10,975      30,647
 Deposits and prepaid expenses                 29,315      34,214
                                           ----------  ----------
  Total Current Assets                         41,050      73,841
                                           ----------  ----------
PROPERTY AND EQUIPMENT, NET                 1,942,125   2,250,790
                                           ----------  ----------
OTHER ASSETS

 Patents, trademarks and licenses, net        284,367     329,267
                                           ----------  ----------
  Total Other Assets                          284,367     329,267

  TOTAL ASSETS                             $2,267,542  $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)

                                          September 30, March 31,
                                              2001        2001
                                           (Unaudited)
<S>                                        <C>          <C>
CURRENT LIABILITIES

  Accounts payable                         $  382,896  $  341,552
  Due to related parties                      283,100           -
  Accrued expenses                          1,009,690     605,965
  Stock deposits                              284,391     284,391
  Notes payable, related party                277,964     191,964
  Current portion long-term debt            1,538,654   1,603,891

                                            ---------   ---------
          Total Current Liabilities         3,776,695   3,027,763
                                            ---------   ---------
LONG-TERM LIABILITIES

  Long-term debt                              177,818     146,966
                                            ---------   ---------
          Total Long-Term Liabilities         177,818     146,966
                                            ---------   ---------
          TOTAL LIABILITIES                 3,954,513   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             8,261,694   7,158,329
  Deficit accumulated during the
  development stage                        (9,948,665) (7,679,160)
                                           ----------  ----------
          Total Stockholders' Equity
          (Deficit)                        (1,686,971)   (520,831)
                                           ----------  ----------
          TOTAL LIABILITIES AND
          STOCKHOLDERS' EQUITY (DEFICIT)   $2,267,542  $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,
                  Six Months Ended     Three Months Ended        1999 through
                   September 30,         September 30,           September 30,
                  2001        2000      2001         2000          2001
<S>            <C>         <C>          <C>          <C>       <C>
REVENUES         $  26,400  $    81,411  $     8,269  $  40,996  $   190,310
                 ---------  -----------  -----------  ---------  -----------
EXPENSES

 Cost of sales      13,665       14,641        6,803      7,300       78,448
 Advertising        19,539      199,547        3,662    133,691      470,222
 Bad debt expense    9,000            -        9,000          -       20,000
 Depreciation and
 amortization      118,238       76,085       37,055     37,159      389,536
 General and
 administrative  1,425,405    1,075,050      733,124    705,933    7,733,691
                ----------  -----------  -----------  ---------  -----------
  Total Expenses 1,585,847    1,365,323      789,644    884,083    8,691,897
                ----------  -----------  -----------  ---------  -----------
OPERATING LOSS  (1,559,447)  (1,283,912)    (781,375)  (843,087)  (8,501,587)
                ----------  -----------  -----------  ---------  -----------
OTHER INCOME
(EXPENSE)

 Interest income         5            -            -          -        3,509
 Other income        9,687            -            -          -       11,784
 Loss on sale of
  assets                 -            -            -          -      (27,515)
 Impairment loss
  on fixed assets (227,388)           -     (227,388)         -     (227,388)
 Impairment of
  goodwill        (419,198)           -     (419,198)         -     (419,198)
 Interest expense  (73,164)    (215,133)     (29,352)  (107,566)    (788,270)
                ----------  -----------  -----------  ---------  -----------
  Total Other
  Income (Expense)(710,058)    (215,133)    (675,938)  (107,566)  (1,447,078)
                ----------  -----------  -----------  ---------  -----------
NET LOSS       $(2,269,505) $(1,499,045) $(1,457,313) $(950,653) $(9,948,665)
                ==========  ===========  ===========  =========  ===========
BASIC LOSS PER
SHARE          $     (0.11) $     (0.14) $     (0.07) $    (.09)
                ==========  ===========  ===========  =========
WEIGHTED
AVERAGE NUMBER
OF SHARES
OUTSTANDING     19,760,778   11,035,110   19,883,837  11,070,221
                ==========   ==========   ==========  ==========
</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,
                                       Six Months Ended          1999 Through
                                        September 30,            September 30,
                                     2001           2000             2001
<S>                                  <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss                            $(2,269,505)   $(1,499,045)  $(9,978,665)
 Adjustments to reconcile net loss
  to net cash used by operating
  activities:
   Amortization and depreciation         118,238         76,085       389,536
  Options and warrants issued below
   market value                                -              -     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              0        20,000
  Additional expense recorded on
   convertible debentures                      -              -       514,050
  Common stock issued for services
   rendered                              267,365              -     1,907,569
 (Increase) decrease in:
  Accounts receivable                     10,672        (20,635)      (30,975)
  Deposits and prepaids                    4,899        (14,277)      (29,315)
 Increase (decrease) in:
  Stock deposits                               -              -       284,391
  Accounts payable and accrued expenses  643,085        197,349     1,590,602
                                       ---------      ---------    ----------
   Net Cash Used by Operating
   Activities                           (569,660)    (1,260,523)   (3,380,596)
                                       ---------      ---------    ----------
CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase or development of intangibles        -              -      (449,000)
 Sale of assets                           10,600              -        10,600
 Equipment purchases                      (2,661)      (180,778)     (382,531)
 Purchase of building                          -              -    (2,050,000)
                                       ---------      ---------    ----------
   Net Cash (Used) by Investing
   Activities                              7,939       (180,778)   (2,870,931)
                                       ---------      ---------    ----------
CASH FLOWS FROM FINANCING ACTIVITIES

 Issuance of common stock for cash       100,000          7,500     4,246,673
 Stock offering costs                          -              -      (390,708)
 Due to related parties                  283,100              -       283,100
 Issuance of notes payable               179,751      1,848,626     3,668,338
 Payments made on notes payable           (9,350)      (362,339)   (1,555,116)
                                       ---------      ---------    ----------
   Net Cash Provided by Financing
   Activities                          $ 553,501     $1,493,787    $6,252,287
</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,
                                       Six Months Ended          1999 Through
                                        September 30,            September 30,
                                     2001           2000             2001
<S>                                  <C>           <C>           <C>
NET INCREASE IN CASH AND CASH
 EQUIVALENTS                         $     (8,220)       52,486           760

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD                        8,980        71,771             -
                                     ------------     ---------    ----------
CASH AND CASH EQUIVALENTS AT
 END OF PERIOD                       $        760     $ 124,257    $      760

CASH PAID FOR:

 Interest                            $         45     $  55,832    $  119,600
 Income taxes                        $          -     $       -    $        -

SCHEDULE OF NON-CASH FINANCING ACTIVITIES:

 Common stock issued for services    $    267,365     $       -    $1,907,569
 Common stock issued in lieu of debt $     56,250     $       -    $   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
              September 30, 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
              September 30, 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 going 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
              September 30, 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.
                               F-8
<PAGE>
Item 2   Management's Discussion and Analysis or Plan of Operation

FORWARD-LOOKING STATEMENTS

        This report contains forward-looking statements that involve risks and
uncertainties. These statements relate to future events or our future
financial performance.  In some cases, you can identify forward-looking
statements by terminology such as  "may,"  "will," "should,"  "expects,"
"plans,"  "anticipates,"    "believes,"   "estimates," "predicts," "potential"
or  "continue" or the negative of these terms or other comparable terminology.
These statements are only predictions and involve known and unknown risks,
uncertainties and other factors that may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance  or
achievements expressed or implied by these forward-looking statements.

        We believe these forward-looking statements are reasonable; however,
you should not unduly rely on any forward-looking statements, which are based
on current expectations. Further, forward-looking statements speak only as of
the date they are made, and we undertake no obligation to update publicly any
of them in light of new information or future events.

Management's Discussion and Analysis of Financial Condition and Results of
Operations

        The following discussion of Cryocon's past and future financial
condition and results of operations should be read in conjunction with the
financial statements and the notes to those statements.

Past Financial Condition:

       For fiscal year 2000 Cryocon operated under the name of the acquiring
entity of ISO Block Products USA, Inc., a Colorado Corporation.  ISO Block
reported revenues from operations for that year of $118,460 with net income
from operations of $55,370 and net gains on sales of $86,378 for a total net
income of $141,748.  These proceeds were from the sale of assets and
residential construction.  ISO Block discontinued operations in August of
1999.  The acquisition of Cryocon of Utah by ISO Block occurred August 16,
2000.

       Cryocon's losses for fiscal year 2001 are $6,609,229.  These losses are
attributable to start-up and operational costs, market development penetration
costs incurred in capital acquisition and asset expenditures.  Unusually high
capital outlays include $700,000 for shop equipment, land and building;
approximately $313,274 in equipment (computers and printers), approximately
$275,000 for the purchase of the Cryo-Accurizing patent and related equipment
and $282,937 in advertising.

       On December 15, 2000, Cryocon announced corporate restructuring aimed
at achieving administrative and operational cost savings.  Cryocon estimated
cost savings in excess of 50% through outsourcing key functions and redefining
departmental and employee functions.  As a result of this action, Cryocon's
management reduced Cryocon's full time employees by 20 employees to a total of
7 full time personnel.  At the present time here is no anticipated significant
changes in the number of employees; however, management reserves the right to
further redefine employee positions anticipates that it may need to hire
                                9
<PAGE>
personnel specifically in the research and development area.  These changes
have resulted in significant material changes in several line items of
Cryocon's financial statements.  Additional steps taken to reduce company
expenditures include the sale of company owned vehicles and excess equipment.

Future Financial Condition

      In March of 2001, Cryocon appointed a new Chairman and Chief Executive
Officer, J. Brian Morrison, who, in conjunction with the Board of Directors,
has identified several potential acquisitions and/or mergers.  The stated goal
is to merge Cryocon's technology into mainstream processes to generate
superior results for the customer and expand the technology into traditional
heat treating markets.  Mr. Morrison believes that given the personnel
employed at Cryocon and the opportunities that are presenting themselves, that
Cryocon has the potential to become a world leader in the cryogenics market.

      In furtherance of these goals, Cryocon acquired XTool, Inc. Cryocon has
committed to obtain funding and make the capital expenditures necessary to
develop XTool's business, production and promote its expansion into the
petroleum exploration, construction and mining industries.  Cryocon is also
moving forward with patent development and seeking trademark and other
protections for XTool's designs, logos, words and proprietary processes.
Cryocon believes this is an excellent opportunity for development in these
areas given the recent national trends in energy consumption, shortages and
the present emphasis within the government for increased exploration and
domestic production.

      Xtool currently has two different prototypes in field tests.  With
financing of approximately $350,000, it is projected that XTool has the
potential to bring in revenues of $3,500,000 during it's first 12 months of
funded operations with a positive cash flow being achieved by the 11th month.
The original principals of the XTOOL have left the company and Cryocon is
currently searching for and individual(s) to replace them.

      Additional funding is necessary for Cryocon to satisfy it's cash
requirements.  Currently Cryocon does not have sufficient cash reserves to
meet it's obligations for the next 30 days.  However, management is confident
in it's abilities to raise short term funding to meet it's current needs.  It
is anticipated that revenues will substantially increase, but further capital
will need to be raised.  Management's stated goals, as issued by J. Brain
Morrison, Cryocon's Chairman and Chief Executive Officer is to merge Cryocon's
technology into mainstream processes to generate superior results for the
customer and expand the technology into traditional heat treating markets.

      In-house research and development has been focused on the success of
Cryocon's proprietary process with different materials and the development of
more efficient cryogenic processors, including a table top model and custom,
portable processing technology that can be implemented on the customer's site
meeting the customer's size, dimensional and quantity requirements.  Research
and development planned for the next 12 months includes design enhancement and
production of high quality tools and bits for the petroleum exploration,
construction and mining industries.

      Cryocon will also focus efforts in the it's new medical division (See
Description of Business) through research and development in the application
                                10
<PAGE>
of Cryocon's technology in the medical field and the patenting of the
successful applications, as well as obtaining trademark, copyright and other
intellectual property protections as appropriate.

      At the present there are no expected purchases or sale of plant and/or
significant equipment.  However, upon additional funding Cryocon anticipates
making the capital expenditures necessary to allow XTOOL to either purchase
and/or lease equipment necessary to begin production of tools to meet expected
purchase orders and the development of additional prototypes for it's targeted
industries.  Until these capital expenditures are made, XTOOL will out source
production and prototype development.

Liquidity and Capital Resources.

      Cryocon Utah commenced operations on January 3, 2000.  Since start of
operations January 2000, Cryocon has realized $190,310 in gross sales and has
$10,975 in Net Accounts Receivable. Cryocon had gross sales in the quarter
ending September 30, 2001 of $8,269. Cryocon's cumulative operating loss
through September 30, 2001 is $9,948,665.  The loss is attributable to pre-
organizational, start-up and operating costs of its subsidiary Cryocon Utah,
and costs incurred in Cryocon's financing efforts.  These costs include
$1,248,110 assessed for options granted below market value, $1,907,569
assessed for common stock for services, $514,050 assessed as additional
expenses on convertible debentures, impairment of Goodwill and loss of fixed
assets of $646,586.

      Cryocon's operation to date has consumed substantial amounts of cash.
As of September 30, 2001, Cryocon had a working capital deficit of $3,817,745,
which includes the current portion of all notes payable including the debt on
the building.  Since inception the net cash loss from operations is $3,380,596
and is expected to continue; however it is anticipated that these losses may
increase in the foreseeable future. The 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 in which Cryocon
expends its resources is variable and may accelerate, depending on many
factors. Many of the factors are outside of Cryocon's control, including:

       *  the continued progress of Cryocon's research and development of new
          process applications; the cost, the timing, and outcome of further
          regulatory approvals;

       *  the expenses of establishing a sales and marketing force, the timing
          and cost of establishing or procuring additional requisite
          production and other manufacturing capacities,

       *  the cost; if any, the cost of preparing, filing, prosecuting,
          maintaining, defending and enforcing patent claims; and

       *  the status of competitive products and the availability of other
          financing.
                                11
<PAGE>
      Because Cryocon is still in the development stage, it has limited
working capital and limited internal financial resources.  Cryocon's limited
cash flows have prevented Cryocon from borrowing funds from conventional
lending institutions.  Since the Cryocon has not been able to secure funding
from commercial lenders, Cryocon has relied on private investments from third-
parties, including Cryocon's management, to meet its current obligations. As
of October 1, 2001, Cryocon will not have sufficient cash on hand to fund
another month of operations at the current run rate; however, Management is
confident of being able to obtain operational funds through various means.

      Cryocon's 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 Cryocon's
current administrative and operational facility located at 2250 North 1500
West, in Ogden, Weber County, Utah. On June 1, 2000, Bourn, Inc. loaned
Cryocon $2,050,000. The promissory note became due on February 28, 2001.  The
remaining balance due is $1,350,000.  Building was foreclosed on as of October
30, 2001. Cryocon has moved to another location at 2773 Industrial Drive,
Ogden, UT 84401

On August 7, 2001,Cryocon was served 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 October 9, 2001 Maxim Technologies received a judgement for $3,425.00 ,
including court costs, for a claim for a debt a owed for a Phase One
Environmental Study.

On September 10th 2001 the Internal Revenue Service placed a lien on the
company building located at 2250 North 1500 West, Ogden, Utah in the amount of
$141,602.82for non payment of payroll taxes for tax periods December 2000 and
March 2001.

Cryocon has been informed that  Krieger Barrel filed a law suit against the
Cryo-Accurizing Patent but has not served Cryocon with the law suit pending
further negotiations.

On October 12, 2001 a suit was filed in Dallas County Texas by Staffing
Solutions Southwest, Inc. for service rendered to Cyrocon from November 27
through December 24 2000.

Cryocon has 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
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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,
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
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           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 September 30, 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: November 20, 2001

                                       CRYOCON, INC.


                                       By:____________/s/_______________
                                          J. BRAIN MORRISON
                                          Chairman/Chief Executive Officer




                                       By: _________/s/_________________
                                           VAUGHN P. GRIGGS
                                           Chief Financial Officer
                                14
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