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


                           FORM 1O-QSB/A
                          Amendment No. 1


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

 For Quarter ended June 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)

                      2250 North 1500 West
                       Ogden, Utah  84404
           (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 June 30, 2001, are as  follows:

        Class of Securities            Shares Outstanding
        -------------------            ------------------
   Common Stock, no par value              21,867,360

<PAGE>
                              INDEX


                  PART I.  FINANCIAL STATEMENTS

Item 1.  Financial Statements                                      PAGE


     Consolidated Balance Sheets
               (June 30 2001 and March 31, 2001).................   F-1

    Liabilities and Stockholders' Equity (Deficit)...............   F-2

    Consolidated Statement of Operations ........................   F-3

    Consolidated Statement of Shareholders' Equity (Deficit).....   F-4

     Consolidated Statement of Cash Flows .......................   F-8

     Notes to Unaudited Financial Statements ....................   F-10


Item  2. Management's Discussion and Analysis and
     Plan of Operation..........................................    13

                   PART II. OTHER INFORMATION

Item 1.     Legal Proceedings...................................    16

Item 2.  Changes in Securities and Use of Proceeds..............    16

Item 3.  Defaults Upon Senior
Securities......................................................    16

Item 4.  Submission of Matters to a Vote of Security Holders....    17

Item 5.  Other Information......................................    17

Item 6.  Exhibits and Reports on Form 8-K.......................    17

Signatures......................................................    18

                                   2
<PAGE>

PART I - FINANCIAL STATEMENTS

Item 1 - Financial Statements

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


                            ASSETS
                                               June 30,       March 31,
                                                 2001           2001
                                             (Unaudited)
CURRENT ASSETS

     Cash                                  $      4,200    $     8,980
     Accounts receivable, net                    25,855         30,647
     Inventory                                  127,000              -
     Deposits and prepaid expenses               26,638         34,214

     Total Current Assets                       183,693         73,841

PROPERTY AND EQUIPMENT, NET                   2,290,400      2,250,790

OTHER ASSETS

     Goodwill, net                              419,198              -
     Patents, trademarks and licenses, net      306,817        329,267

     Total Other Assets                         726,015        329,267

    TOTAL ASSETS$                             3,200,108    $ 2,653,898

                              F-1
<PAGE>
                CRYOCON, INC. AND SUBSIDIARIES
                 (A Development Stage Company)
                  Consolidated Balance Sheets


        LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                               June 30,      March 31,
                                                 2001         2001
                                            (Unaudited)
CURRENT LIABILITIES

 Accounts payable                        $     441,389    $   341,552
 Due to related parties                        208,100              -
 Accrued expenses                              697,166        605,965
 Stock deposits                                284,391        284,391
 Notes payable, related party                  191,964        191,964
 Current portion long-term debt              1,615,303      1,603,891

  Total Current Liabilities                  3,438,313      3,027,763

LONG-TERM LIABILITIES

 Long-term debt                                177,818        146,966

    Total Long-Term Liabilities                177,818        146,966

              TOTAL LIABILITIES              3,616,131      3,174,729

STOCKHOLDERS' EQUITY (DEFICIT)

 Common stock: 50,000,000 shares
   authorized of no par value,
   19,864,837 and 19,319,837 shares
   issued and outstanding, respectively      8,075,329      7,158,329
 Deficit accumulated during the
   development stage                        (8,491,352)    (7,679,160)

   Total Stockholders' Equity (Deficit)       (416,023)      (520,831)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  (DEFICIT)                                $ 3,200,108    $ 2,653,898

                              F-2
<PAGE>
                CRYOCON, INC. AND SUBSIDIARIES
                 (A Development Stage Company)
             Consolidated Statements of Operations
                          (Unaudited)
                                                                  From
                                                             Inception on
                                        For the               October 20,
                                  Three Months Ended         1999 Through
                                        June 30,                June 30,
                                  2001            2000           2001

REVENUES                      $     18,131    $         -    $    182,041

EXPENSES

 Cost of sales                       6,862              -          71,645
 Advertising                        15,877              -         466,560
 Bad debt expense                        -              -          11,000
 Depreciation and amortization      81,183              -         352,481
 General and administrative        692,281         45,446       7,000,567

Total Expenses                     796,203         45,446       7,902,253

OPERATING LOSS                    (778,072)       (45,446)     (7,720,212)

OTHER INCOME (EXPENSE)

 Interest income                         5              -           3,509
 Other income                        9,687              -          11,784
 Loss on sale of assets                  -              -         (27,515)
 Interest expense                  (43,812)             -        (758,918)

 Total Other Income (Expense)      (34,120)             -        (771,140)

NET LOSS                      $   (812,192)   $   (45,446)   $ (8,491,352)

BASIC LOSS PER SHARE          $      (0.04)   $     (0.00)

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING             19,617,364     11,000,000

                              F-3
<PAGE>
                CRYOCON, INC. AND SUBSIDIARIES
                 (A Development Stage Company)
   Consolidated Statements of Stockholders' Equity (Deficit)
                                                                 Deficit
                                                               Accumulated
                                                                During the
                                             Common Stock       Development
                                           Shares      Amount       Stage
Balance at inception on
 October 20, 1999                               -    $       -    $     -

Issuance of common stock to founders
 for services at $0.00 per share            1,000            -          -

Issuance of common stock to founders
 for services at $.00 per share           524,000            -          -

Issuance of common stock to founders
 for services and intangible assets at
 $0.00 per share                        9,700,000            -          -

Issuance of common stock for services
 at $0.75 per share                       100,000       75,000          -

Issuance of common stock for cash
 at $0.50 per share                        10,000        5,000          -

Issuance of common stock for services
 at $0.50 per share                         5,000        2,500          -

Issuance of common stock for cash
 at $0.50 per share                        10,000        5,000          -

Issuance of common stock for cash
 at $0.50 per share                         4,000        2,000          -

Issuance of common stock for services
 at $0.50 per share                        16,000        8,000          -

Issuance of common stock for services
 at $0.75 per share                       100,000       75,000          -

Issuance of common stock for services
 at $0.75 per share                       500,000      375,000          -

Issuance of common stock for cash at
 $1.00 per share                           10,000       10,000          -

Balance forward                        10,980,000    $ 557,500    $     -
                              F-4
<PAGE>

                CRYOCON, INC. AND SUBSIDIARIES
                 (A Development Stage Company)
   Consolidated Statements of Stockholders' Equity (Deficit)
                          (Continued)
<TABLE>
<CAPTION>
                                                                       Deficit
                                                                      Accumulated
                                                                      During the
                                               Common Stock           Development
                                           Shares          Amount       Stage
<S>                                     <C>           <C>            <C>
Balance forward                         10,980,000    $   557,500    $          -

Issuance of common stock for cash
 at $1.00 per share                         10,000         10,000               -

Issuance of common stock for cash
 at $1.00 per share                         10,000         10,000               -

Net loss from inception on
 October 20, 1999 through
 March 31, 2000                                  -              -      (1,069,931)

Balance, March 31, 2000                 11,000,000        577,500      (1,069,931)

Recapitalization                         1,237,724              -               -

Warrants issued below market
 value                                           -        980,000               -

Issuance of common stock upon exercise
 of options at $0.50 per share              17,500          8,750               -

Issuance of common stock for
 services at $5.375 per share               10,000         53,750               -

Issuance of common stock upon exercise
 of options at $0.50 per share              31,650         15,825               -

Issuance of common stock for cash
 at $0.01 per share                      2,880,000         28,800               -

Issuance of common stock for cash
 at $0.50 per share                      1,294,000        647,000               -

Issuance of common stock for cash
 at $1.00 per share                      1,355,437      1,355,437               -

Issuance of common stock for cash
 at $2.00 per share                        237,500        475,000               -

Issuance of common stock for cash
 at $2.00 per share                        782,118      1,564,236               -

Stock issuance costs                             -       (390,708)              -
Balance Forward                         18,845,929    $ 5,315,590    $ (1,069,931)
</TABLE>

                              F-5
<PAGE>
                CRYOCON, INC. AND SUBSIDIARIES
                 (A Development Stage Company)
   Consolidated Statement of Stockholders' Equity (Deficit)
                          (Continued)
<TABLE>
<CAPTION>
                                                                           Deficit
                                                                         Accumulated
                                                                         During the
                                                  Common Stock           Development
                                              Shares        Amount          Stage
<S>                                         <C>           <C>            <C>
Balance Forward                             18,845,929    $ 5,315,590    $(1,069,931)
Issuance of common stock upon exercise
 of options at $0.50 per share                  13,250          6,625              -

Issuance of common stock for
 services at $2.25 per share                   300,000        675,000              -

Options issued below market
 value                                               -        268,110              -

Issuance of common stock upon exercise
 of options at $0.50 per share                   6,000          3,000              -

Issuance of common stock for services
 at $3.063 per share                             3,658         11,204              -

Issuance of common stock for
 services at $2.25 per share                    51,000        114,750              -

Issuance of common stock for
 services at $2.50 per share                   100,000        250,000              -

Additional interest recorded on convertible
 debentures                                          -        514,050              -

Net loss for the year ended
 March 31, 2001                                      -              -     (6,609,229)

Balance , March 31, 2001                    19,319,837    $ 7,158,329    $(7,679,160)
</TABLE>
                              F-6
<PAGE>
                CRYOCON, INC. AND SUBSIDIARIES
                 (A Development Stage Company)
   Consolidated Statement of Stockholders' Equity (Deficit)
                          (Continued)
<TABLE>
<CAPTION>
                                                                            Deficit
                                                                          Accumulated
                                                                           During the
                                                  Common Stock            Development
                                               Shares         Amount         Stage
<S>                                         <C>           <C>             <C>
Balance , March 31, 2001                    19,319,837    $  7,158,329    $ (7,679,160)

Issuance of common stock in lieu of
 debt at $2.25 per share (unaudited)            25,000          56,250               -

Issuance of common stock for services
 at $2.10 per share (unaudited)                100,000         210,000               -

Issuance of common stock upon exercise
 of warrants at $0.10 per share (unaudited)    150,000          15,000               -

Issuance of common stock for 100% of
 XTool, Inc. at $2.375 per share (unaudited)   250,000         593,750               -

Issuance of common stock for services
 at $2.10 per share (unaudited)                 20,000          42,000               -

Net loss for the three months ended
 June 30, 2001 (unaudited)                           -               -        (812,192)

Balance, June 30, 2001 (unaudited)          19,864,837    $  8,075,329    $ (8,491,352)
</TABLE>

                              F-7
<PAGE>
                CRYOCON, INC. AND SUBSIDIARIES
                 (A Development Stage Company)
             Consolidated Statements of Cash Flows
                          (Unaudited)
<TABLE>
<CAPTION>
                                                                             From
                                                                        Inception on
                                                                           For the
                                                                          October 20,
                                                Three Months Ended       1999 Through
                                                      June 30,             June 30,
                                                2001          2000           2001
<S>                                          <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                                     $ (812,192)   $  (45,446)   $(8,491,352)
Adjustments to reconcile net loss to net
  cash used by operating activities:
   Amortization and depreciation                 81,183             -        352,481
   Options and warrants issued below market
    value                                             -             -      1,248,110
   Loss on sale of assets                             -             -         27,515
   Bad debt expense                                   -             -         11,000
   Additional expense recorded on convertible
    debentures                                        -             -        514,050
   Common stock issued for services rendered    267,000             -      1,907,204
 (Increase) decrease in:
   Accounts receivable                            4,792             -        (36,855)
   Deposits and prepaids                          7,576             -        (26,638)
   Stock deposits                                     -             -        284,391
   Accounts payable and accrued expenses        250,007        45,190      1,197,524

  Net Cash Used by Operating Activities        (201,634)         (256)    (3,012,570)

CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase or development of intangibles                -            -       (449,000)
 Sale of assets                                   10,600            -         10,600
 Equipment purchases                             (21,896)           -       (401,766)
 Purchase of building                                  -            -     (2,050,000)

  Net Cash (Used) by Investing Activities        (11,296)           -     (2,890,166)

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock for cash                    -            -       4,146,673
  Stock offering costs                                 -            -        (390,708)
  Due to related parties                         208,100            -         208,100
  Issuance of notes payable                        9,400            -       3,497,987
  Payments made on notes payable                  (9,350)           -      (1,555,116)

  Net Cash Provided by Financing Activities   $  208,150    $       -    $  5,906,936
</TABLE>
                              F-8
<PAGE>
                CRYOCON, INC. AND SUBSIDIARIES
                 (A Development Stage Company)
       Consolidated Statements of Cash Flows (Continued)
                          (Unaudited)
                                                                  From
                                                              Inception on
                                                For the        October 20,
                                          Three Months Ended  1999 Through
                                                June 30           June 30,
                                           2001       2000         2001

NET INCREASE IN CASH AND CASH
 EQUIVALENTS                           $  (4,780)      (256)         4,200

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD                       8,980        458              -

CASH AND CASH EQUIVALENTS AT
 END OF PERIOD                         $   4,200    $   202    $     4,200

CASH PAID FOR:

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

SCHEDULE OF NON-CASH FINANCING ACTIVITIES:

Common stock issued for services       $ 267,000    $     -    $ 1,907,204
Common stock issued in lieu of debt    $  56,250    $     -    $    56,250
Vehicles purchased under notes payable $  35,215    $     -    $   100,764

                              F-9
<PAGE>
                CRYOCON, INC. AND SUBSIDIARIES
                 (A Development Stage Company)
        Notes to the Consolidated Financial Statements
               June 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 three months ended  June  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 an other intangible assets that are determined to have
            an indefinite life.

                             F-10
<PAGE>
                CRYOCON, INC. AND SUBSIDIARIES
                 (A Development Stage Company)
        Notes to the Consolidated Financial Statements
               June 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.

       The company has not yet completed its full assessment of
       the effects of these new pronouncements on its financial
       statements  and so is uncertain as to the  impact.   The
       standards  generally are required to be  implemented  by
       the Company in its 2002 financial statements.

  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.

                             F-11
<PAGE>
                CRYOCON, INC. AND SUBSIDIARIES
                 (A Development Stage Company)
        Notes to the Consolidated Financial Statements
               June 30, 2001 and March 31, 2001


       NOTE 3 -GOING CONCERN (CONT.)

       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.

  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 June 30,  2001  was
       $22,063.

                             F-12
<PAGE>
                CRYOCON, INC. AND SUBSIDIARIES
                 (A Development Stage Company)
        Notes to the Consolidated Financial Statements
               June 30, 2001 and March 31, 2001

  NOTE 4 - SIGNIFICANT EVENTS (CONT.)

       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.

                             F-13
<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 10
employees to a total of 17 full time personnel.  At the present
time here is no anticipated

                                   14
<PAGE>


significant changes in the number
of employees; however, management reserves the right to further
redefine employee positions anticipates that it may need to
hire 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.
Cryocon has committed to obtain funding and make the capital
expenditures necessary to develop XTool's business and
production and promote it's 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.

     Most of the principals of XTool have extensive experience
in the petroleum exploration, construction and/or mining
industries.  Many of the principals have experience in tool
design, manufacturing and marketing in these areas.  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.

     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.  Upon the
effectiveness of this prospectus and registration statement,
Cryocon has a stock purchase agreement with Millennium Capital
Partners, LLC, for 1,500,000 shares of common stock which
should produce sufficient revenues for operations and expansion
for approximately six months.  Thereafter it is anticipated
that revenues would 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.

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<PAGE>

     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 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 outsource 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
$182,041 in gross sales and has $25,855 in accounts receivable.
Cryocon had gross sales in the quarter ending June 30, 2001 of
$18,131.  Of those gross sales $12,028 resulted from the
treatment of firearm components through the Cryo-Accurizing
Division and $6,103 has resulted from deep cryogenic tempering
of miscellaneous parts for various individuals and
manufacturers.  Cryocon's cumulative operating loss through
June 30, 2001 is $8,491,352.  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, $1,907,204 assessed for common
stock for services, and $514,050 assessed as additional
expenses on convertible debentures.


     Cryocon's operation to date has consumed substantial
amounts of cash.  As of June 30, 2001, Cryocon had a working
capital deficit of $2,498,842, which includes the current
portion of all notes payable including the debt on the
building.  Since inception the net cash loss from operations is
$3,612,570 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:

                                   16
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   *    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.

     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 August 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.

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.

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

Item 3.  Defaults Upon Senior Securities

                                   17
<PAGE>

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.

                                   18
<PAGE>

          (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 June 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: August 17, 2001                   CRYOCON, INC.


                                   By:/s/ J. Brian Morrison
                                          J. BRAIN MORRISON
                                Chairman/Chief Executive Officer




                                   By:/s/ Vaughn P. Griggs
                                          VAUGHN P. GRIGGS
                                   Chief Financial Officer

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