<PAGE>



                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB


(MARK ONE)

              [ X ] ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1999

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                          COMMISSION FILE NUMBER 1-7335

                               LEE PHARMACEUTICALS
                               -------------------
                 (Name of small business issuer in its charter)

              CALIFORNIA                              95-2680312
              ----------                              ----------
    (State or other jurisdiction of        (I.R.S. Employer Identification No.)
     incorporation or organization)

     1444 SANTA ANITA AVENUE, SOUTH EL MONTE, CALIFORNIA                91733
     ---------------------------------------------------                -----
          (Address of principal executive offices)                   (Zip code)


                    ISSUER'S TELEPHONE NUMBER: (626) 442-3141
                                               ---------------

          SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT

                                                          Name of Each Exchange
         TITLE OF EACH CLASS                              ON WHICH REGISTERED
         -------------------                              -------------------
                None



SECURITIES REGISTERED UNDER SECTION 12 (g) OF THE EXCHANGE ACT: Common stock,
par value $.10 per share

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X  No
                                                             ---    ---

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year:  $9,020,000 Gross

As of the close of business on November 30, 1999, the aggregate market value of
Lee Pharmaceuticals common stock held by nonaffiliates was $449,212.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. Common stock, par value $.10;
4,135,162 shares outstanding as of the close of business on November 30, 1999.

DOCUMENTS INCORPORATED BY REFERENCE:  NONE

                                       1

<PAGE>


                                     PART I

ITEM 1.       DESCRIPTION OF BUSINESS.

     Lee Pharmaceuticals is engaged in the development, purchase,
manufacture, and marketing of consumer personal care products and
professional dental products, all of which are targeted for the improved
well-being of the human body. The Company's business is directed to two main
areas: (a) the development and marketing of a range of consumer products
including nail extenders and strengtheners, depilatories, prescription drug
products containing controlled substances, and over-the-counter drug items and
(b) the manufacture and sale of materials and supplies for use in the
professional dental health field. For all years presented, revenues,
operating results and identifiable assets of the consumer products group were
in excess of 91% of total company operations.

     Lee Pharmaceuticals' executive offices are located at 1444 Santa Anita
Avenue, South El Monte, California 91733, and its telephone number is (626)
442-3141. The Company was incorporated in April 1971 as a California
corporation.

CONSUMER PRODUCTS SEGMENT

     The Company's consumer products line consists primarily of a variety of
artificial fingernail extenders and related fingernail products. In addition,
the Company manufactures and sells hair removal products, antacid tablets, nasal
care products, infant items and a variety of over-the-counter drug products. The
Company's product lines have been developed internally, particularly in the case
of fingernail products or by outside product line acquisitions.

     In fiscal year 1995, the research and development capability of Lee
Pharmaceuticals generated several new product entries, including a new product
line -- Lee Press-On Nails - Professional Salon Style in fourteen high fashion
nail colors plus a nail extender product line known as Lee Elegant Edge Nail Tip
kits. In addition, there was further diversification of the Company's consumer
products line by the acquisition of products from other manufacturers, including
aloe vera skin care products, a line of men's after shave lotions, infant care
items, and additional over-the-counter drug products.

     In fiscal 1996, the research and development capability of Lee
Pharmaceuticals generated new product entries primarily in the nail care
category-specifically eight new colors of Lee Press On Nails in trendy,
fashionable colors. In addition, two holiday displays-Lee Halloween Fun Press
On Nails and Lee Holiday Elegance-Christmas, were developed. Lee
Pharmaceuticals expanded it's personal care category of products through two
acquisitions. On February 15, 1996, Lee acquired the Breath-Gard(TM) breath
tablets from Sundance Healthcare Products, Inc. In Valencia, California. On
September 20, 1996, Lee Pharmaceuticals acquired the full line of
Aquafilter(R) Cigarette Holders from the Aquafilter Corporation, Ft.
Lauderdale, FL.

     In fiscal 1997, the Company purchased two oral care brands from Lactona
Corporation for $175,000 including inventory valued at approximately $30,000.
Also, in fiscal 1997, the Company purchased twenty-eight (28) brands
including ointments, nutritional supplements, vitamins, analgesics, and
various over-the-counter (OTC) brands from Roberts Laboratories, Inc. for
$1,168,089. During fiscal 1997 Lee Lip-Ex Lip Balms were internally
developed. The Lip-Ex line includes three lip balms and six glossy flavored
lip balms.

     In fiscal 1998, the Company expanded its Lee(R) Lip-Ex(TM) line to
include lip balms with sunscreen protection and also packaged the Lip-Ex into
convenient tin top jars. The Company purchased several new OTC items
including PAIN-A-LAY(R), an oral anesthetic/analgesic, and EVAC-U-GEN(R), a
chewable laxative.

     In fiscal 1999, the Company further expanded its Lee(R) Lip-Ex(TM) line
to include lip balms with an SPF 15 protection and packaged the Lip-Ex in
tubes (2 flavors) and sticks (6 flavors). In addition, the Company purchased
several over-the-counter (OTC) brands and prescription drug products. On
October 1, 1998, the Company acquired the following prescription drug
products; Cheracol(R) cough syrup, Comhist(R) decongestant tablets and
Entuss(R) expectorant from Roberts Pharmaceutical Corporation. On December 1,
1998, the Company acquired seven OTC products from Numark Laboratories, Inc.
On April 23, 1999, the Company acquired Lady Esther(R) facial cream and
powder product line from Numark Laboratories, Inc. On June 29, 1999, the
Company purchased the Take-Off(R) (pre-moistened makeup remover cloths) brand
from Premier Consumer Products, Inc. and Advanced Polymer Systems, Inc.

DOMESTIC CONSUMER PRODUCTS MARKETING

     Consumer products are sold nationally, principally through major retail
drug, food and discount department store chains. In addition, the Lee(R)
Lip-Ex(TM) lip balm and Aquafilter(R) brands have national distribution in
convenience and independent novelty stores. Retail distribution is primarily
accomplished through a network of independent general merchandise sales
representatives. All lines are advertised in a variety of media, including
television, magazines and newspapers.

CONSUMER PRODUCTS COMPETITION

     The Consumer Products Division of Lee Pharmaceuticals operates in a highly
competitive environment. In the area of fingernail extension and
over-the-counter drugs, Lee Pharmaceuticals competes with many companies, most
of which are larger and with greater financial resources.

     Competition in the depilatory product category is intense, with competitors
even more numerous than in the artificial fingernail field. The acquisition of
Zip Wax and Bikini Bare brands of hair removal products has given Lee
Pharmaceuticals two brands in this category.

     Lee Pharmaceuticals continues to expand its product line via a combination
of acquisitions and in-house development activity. The Company's consumer
products line is no longer restricted solely to the cosmetics business.



                                       2

<PAGE>



REGULATION OF CONSUMER PRODUCTS

     The Company's consumer products are regulated by the Food and Drug
Administration. The regulations deal principally with consumer safety and with
the effectiveness of the products for the purposes for which they are proposed
to be used. For many years, the cosmetic regulations were applied only in cases
of adulteration or misbranding. Under the Fair Packaging and Labeling Act
(1966), the FDA has moved to require new labeling data as to ingredients in
cosmetics.

     The Company believes that all its consumer products are manufactured and
sold in compliance with the laws of each state and that no pre-marketing
clearance of its products is required from any state. The Company maintains a
comprehensive data file on each of its consumer products and believes that it
would be able to apply for any required clearances expeditiously if data were
ever required for its cosmetic products.

     To the extent the Company's products are marketed in foreign countries,
foreign laws are applicable as well as FDA regulations which control export of
cosmetics. To date, where regulations have been established by foreign
ministries of health which differ from those established in the United States,
the Company has been able to make acceptable substitutions. As a result,
marketing of the products has not been significantly impeded by foreign
regulations.

     Material Safety Data Sheets (MSDS) are available on all its consumer
finished products. The MSDS's are supplied to the Company's customers upon
request.

     All products for export shipped by air or sea which contain listed
hazardous materials meet United Nations Standards as of January 1991. The
requirements are based on the U.N.'s performance-oriented packaging (POP)
specifications found in the "Transport of Dangerous Goods" commonly called "The
Orange Book".

DENTAL PRODUCTS SEGMENT

     From its inception in 1971 through 1999, the Company at various times
introduced dental products designed to satisfy specific material or supply
requirements of the practicing dental professional and of the orthodontic and
endodontic specialist.

     Its dental product line consists of a variety of restorative materials
(filling materials, core build up materials), Beta Quartz glass ceramic inserts,
splints, orthodontic brackets, Maryland bridge adhesives, and enamel and dentin
bonding materials and related products.

     In 1991, the Company licensed the right to certain patents and technology
developed by the American Dental Association Health Foundation through research
it sponsored at the Paffenbarger Center for Excellence in Dental Research at the
National Institute of Technology and Standards for fabricating dental inserts
and inlays of special formulas of Beta Quartz. The Company has been marketing
nine shapes and sizes, and has introduced twenty-six more sizes and shapes which
are intended to offer the dentist several new classes of restorations between
amalgam and composite restorations on the one hand, and laboratory inlays on the
other hand. Beta Quartz designs are intended to permit the dentist to prepare
inlays in one visit, directly at the chairside, without the need for time
consuming impressions, or the need for expensive laboratory work.

DENTAL MARKETING IN THE UNITED STATES

     The Company markets its dental, orthodontic and endodontic products in the
United States through telephone solicitation, direct mail, and dental dealers.
The Company plans and executes its own marketing programs.

DENTAL MARKETING OUTSIDE THE UNITED STATES

     The Company markets dental products outside the United States through
foreign dental distributors who either solicit individual dentists and
orthodontists and sell the Company's products to them directly for use in the
treatment of their patients, or sell through local dealers whom they engage to
sell the Company's products on their behalf. The Company plans and executes its
own international marketing programs and regularly displays its dental products
at international conventions by way of its distributors.

DENTAL COMPETITION

The dental preventive and restorative materials industry is highly competitive,
and the Company's market share in the total industry is insignificant. The
Company competes with larger corporations which have greater financial
resources.

REGULATION OF DENTAL PRODUCTS

FOOD AND DRUG ADMINISTRATION

     Dental materials are classified as devices under the Medical Device
Amendments of 1976 to the Federal Food, Drug and Cosmetic Act.

     All the dental device products marketed by the Company were registered as
devices with the FDA at the mandatory time (December 31, 1977). All new devices
marketed after May 28, 1976, must be processed under the FDA premarketing
notification regulation (510 k) for determination of equivalency to preenactment
devices, or the product must be submitted as a new device which requires
providing considerable extra test data.


                                       3

<PAGE>


     The Safe Medical Devices Act (SMDA) became law on November 28, 1990,
requiring all serious injuries and serious illness contributed to or caused by
medical devices to be reported to distributors, manufacturers and the FDA. SMDA
also requires all premarket submissions to the FDA to contain adequate
information on safety and effectiveness.

     As required by the FDA, the Company observes certain procedures and
policies in the manufacture, quality control, and after-sale monitoring of
performance for its products. Although the various criteria to be used by the
FDA in regulating devices have not been finalized, the Company believes that all
of its products and procedures comply with all current and anticipated device
regulations. Over half the Company's products fall into the FDA's Class II
classification which requires that those products must meet certain performance
standards. The Company believes that all affected products meet all current
performance standards.

     For those products placed in Class II, final marketing approval from the
FDA is contingent on final acceptance of the Panel's findings and on development
of standards (in large part being done by the American Dental Association). It
is expected that, based upon current available information, most of the
Company's products will meet the standards currently anticipated; for the
products that do not meet the standards, the Company will have to submit
adequate data directly to the FDA. Failure to gain approval by the FDA could
impede the marketing of these devices to the point of removal from the market
until such time as clearance is obtained.

OTHER GOVERNMENTAL REGULATIONS

     To the extent the Company's products are marketed in foreign countries, the
Company believes it has complied with the laws of such countries, and with the
FDA regulations which control export of devices. In those countries which ban
use of certain ingredients, the Company has reformulated certain of its products
to meet the specifications of that particular country.

     There is generally world wide movement to increase and/or streamline the
regulations controlling medical devices. The twenty two countries in Europe have
consolidated their regulations into a joint code referred to as ISO 9000. This
code regulates the manufacture and distribution of medical devices in Europe.
One of the provisions of the code is that the company maintain a quality control
system very much like the FDA system, but with some differences. It appears that
these differences are being negotiated so that both regulations will be
equivalent.

     Prior to this time, the Company generally had to apply to each individual
country to obtain permission to sell in that country. With the consolidated
regulations, a company needs only to apply to one. At the moment all test data
needed for an application must be generated in Europe or validated in Europe.
The resolution of differences between the FDA and the ISO 9000 regulations will
probably result in U.S. data being accepted in Europe, and vice versa. Whether
this consolidation will apply to prescription drugs is uncertain.

     The Company elected to have three of its major dental brands obtain the CE
markings in order to continue to distribute those brands throughout Europe. The
Company received the CE Markings on Prosthodent(R), Insta-Bond(TM) and Beta
Quartz(TM) Glass Ceramic Inserts and Inlays.

     The Company believes that all its dental products are manufactured and sold
in compliance with the laws of each state and country to whom the Company
exports and that no premarketing clearance of its products is required from any
state.

DEPARTMENT OF TRANSPORTATION

     The Materials Transportation Bureau administers the Hazardous Materials
Regulation, effective July 7, 1975. It has been ascertained that those dental
products and components marketed by the Company which fall within the provisions
of the regulations are brought into compliance by proper labeling and/or filing
for exemptions. The Company believes that it is in full compliance with all
bureau regulations applicable to its products and that compliance with these
regulations will not significantly impede the marketing of its products.

<TABLE>
<CAPTION>
                                            APPLICABLE TO ALL SEGMENTS

FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES
                                                                              YEAR ENDED SEPTEMBER 30
                                                                           1999        1998        1997
<S>                                                                        <C>         <C>         <C>
                                                                           (000)       (000)       (000)
         United States export sales
           (except Canada)................................................$  241      $  430      $  827
</TABLE>

RESEARCH PROGRAM

     The recent Company trend has been in the direction of brand acquisitions
rather than extensive internal research and development. Effective July 1996 the
Company eliminated its internal research and development department, and decided
that future testing and research, that cannot be absorbed by its quality
assurance and production control departments, will be placed outside the
Company. As needed, clinical research on products is also done under contract
with dental schools and clinics. The Company follows the policy of expensing all
research and development costs when incurred. The Company did not have any
internal research and development expenses during fiscal years September 30,
1999 and 1998.


                                       4

<PAGE>


RAW MATERIALS

     The raw materials used by the Company in the manufacture of most of its
dental and consumer products are obtained from commercial sources where they are
presently available in sufficient quantities and are refined by the Company as
needed for use in its products. The Company generally carries sufficient amounts
of raw materials inventory to meet the delivery requirements of customers.

PATENTS AND TRADEMARKS

     The Company has adopted the policy of making patent disclosures on its
products and of filing applications for patents on the products or on aspects of
their manufacture or use when appropriate. The Company owns nine U.S. patents,
including Dental Restoration System and Method which was recently granted during
the year, and owns the rights in a number of other U. S. patent applications
pending. The Company believes that, while patent protection is desirable in
certain areas, it is not essential; therefore, certain foreign patents have been
abandoned as not necessary to the interest of the Company.

     United States trademarks for the major dental products as well as some
consumer products, have been granted. Additional trademarks for other products
have been applied for, both in the U. S. and in foreign countries. Trademarks
for certain minor products, or in countries with minor market potential, have
been abandoned as not necessary to the interest of the Company.

CURRENT REGULATORY REGISTRATION

     The Company has a license to manufacture and sell two dental products from
the American Dental Association Health Research Foundation, which operates a
dental research facility in the complex of the National Institute of Standards
and Technology.

     The Company is registered with the Federal and State of California FDA
agencies as a manufacturer and distributor of Drugs, Medical Devices, Processed
Foods and Cosmetics. The Company is also registered as a waste generator with
the Environmental Protection Agency (EPA).

     The Company has been granted CE Certification for three dental products:
Prosthodent VL Core Build Up Material, Lee Insta-Bond Orthodontic Bracket
Adhesive, and Lee Beta Quartz Glass Ceramic Modular Inserts and Inlays.

     Effective November 23, 1998, the Company applied for and was granted a
Controlled Substance License with the Drug Enforcement Agency (DEA). The license
is issued for one year and grants the Company the right to distribute
prescription drug products containing controlled substance(s). As of November
23, 1999, the Company's DEA license was renewed.

ENVIRONMENTAL PROTECTION REGULATION AND LITIGATION

     The Company believes that its manufacturing facilities are operated in
compliance with all federal, state and local provisions regulating the discharge
of materials into the environment or otherwise relating to the protection of the
environment.

     The Company owns a manufacturing facility located in South El Monte,
California. The California Regional Water Quality Control Board (The "RWQCB")
ordered the Company in 1988 and 1989 to investigate the contamination on its
property (relating to soil and groundwater contamination). The Company engaged a
consultant who performed tests and reported to the then Chairman of the Company.
The Company resisted further work on its property until the property upgradient
was tested in greater detail since two "apparent source" lots had not been
tested. On August 12, 1991, the RWQCB issued a "Cleanup and Abatement Order"
directing the Company to conduct further testing and cleanup the site. In
October 1991, the Company received from an environmental consulting firm an
estimate of $465,200 for investigation and cleanup costs. The Company believed
that this estimate was inconclusive and overstated the contamination levels. The
Company believes that subsequent investigations will support the Company's
conclusions about that estimate. The Company did not complete the testing for
the reasons listed above as well as "financial constraints". In June 1992 the
RWQCB requested that the EPA evaluate the contamination and take appropriate
action. At the EPA's request, Ecology & Environment, Inc. conducted an
investigation of soil and groundwater on the Company's property. Ecology &
Environment Inc.'s Final Site Assessment Report, which was submitted to the EPA
in June 1994, did not rule out the possibility that some of the contamination
originated on-site, and resulted from either past or current operations on the
property. The Company may be liable for all or part of the costs of remediating
the contamination on its property. The EPA has not taken any further action in
this matter, but may do so in the future.

     The Company and nearby property owners, in consort with their comprehensive
general liability (CGL) carriers, have engaged a consultant to perform a site
investigation with respect to soil and shallow groundwater contamination over
the entire city block. The CGL carriers provided $290,000 in funding which paid
for the $220,000 study, $20,000 in legal fees for project oversight, and a
$50,000 balance in the operating fund. Earlier the Company had accrued $87,500
as its proportionate share of the earlier quote of $175,000. Since that time,
the overall scope of the project was increased to $205,000 plus $15,000 for
waste water disposal, bringing the total to the above listed $220,000. The
$87,500 accrual was not spent on this project (as the entire cost was borne by
the CGL carriers), but remains on the books as an accrual against the cost of
remediation of the same site that was included in the study.


                                       5

<PAGE>


     The tenants of nearby properties upgradient have sued the Company alleging
that hazardous materials from the Company's property caused contamination on the
properties leased by the tenants. The case name is DEL RAY INDUSTRIAL
ENTERPRISES, INC. v. ROBERT MALONE, ET AL., Los Angeles County Superior Court,
Northwest District, commenced August 21, 1991. In this action, the plaintiff
alleges environmental contamination by defendants of its property, and seeks a
court order preventing further contamination and monetary damages. The Company
does not believe there is any basis for the allegations and is vigorously
defending the lawsuit.

     The Company's South El Monte manufacturing facility is also located over a
large area of possibly contaminated regional groundwater which is part of the
San Gabriel Valley Superfund site. The Company has been notified that it is a
potentially responsible party ("PRP") for the contamination. In 1995, the
Company was informed that the EPA estimated the cleanup costs for the South El
Monte's portion of the San Gabriel Valley Superfund site to be $30 million. The
Company's potential share of such amount has not been determined. Superfund PRPs
are jointly and severally liable for superfund site costs, and are responsible
for negotiating among themselves the allocation of the costs based on, among
other things, the outcome of environmental investigation.

     In August 1995 the Company was informed that the EPA entered into an
Administrative Order of Consent with Cardinal Industrial Finishes ("Cardinal")
for a PRP lead remedial investigation and feasibility study (the "Study") which,
the EPA states, will both characterize the extent of groundwater contamination
in South El Monte and analyze alternatives to control the spread of
contamination. The Company and others have entered into the South El Monte
Operable Unit Site Participation Agreement with Cardinal pursuant to which,
among other things, Cardinal will contract with an environmental firm to conduct
the Study. The Study has been completed. The Company's share of the cost of the
Study is currently $15,000 and was accrued for in the financial statements as of
September 30, 1995. The South El Monte Operable Unit (SEMOU) participants
developed four remedial alternatives. The capital cost of the four alternatives
range from $0 (no action) up to $3.49 million. The estimated annual operating
cost for the four alternatives range from $0 (no action) to $770,300. Over a
30-year period, the total cost of the four alternatives range from $0 (no
action) up to $13.05 million. The EPA prefers an alternative which estimates the
capital cost up to $3.08 million, the annual operating cost at $.48 million, and
the 30-year period total cost up to approximately $9.09 million. The selection
of the actual alternative implemented is subject to public comment. At the
present time, the Company does not know what its share of the cost may be, if
any. Therefore, no additional accrual has been recognized as a liability on the
Company's books.

     The City of South El Monte, the city in which the Company has its
manufacturing facility, is located in the San Gabriel Valley. The San Gabriel
Valley has been declared a Superfund site. The 1995 Water Quality Control Plan
issued by the California Regional Water Quality Control Board states that the
primary groundwater basin pollutants in the San Gabriel Valley are volatile
organic compounds from industry, nitrates from subsurface sewage disposal and
past agricultural activities. In addition, the Plan noted that hundreds of
underground storage tanks leaking gasoline and other toxic chemicals have
existed in the San Gabriel Valley. The California Department of Toxic Substance
Control have declared large areas of the San Gabriel Valley to be
environmentally hazardous and subject to cleanup work.

     The Company believes the City of South El Monte does not appear to be
located over any of the major plumes. However, the EPA has announced it is
studying the possibility that, although the vadose soil and groundwater, while
presenting cleanup problems, there may be a contamination by DNAPs (dense
non-aqueous phase liquids), i.e., "sinkers", usually chlorinated organic
cleaning solvents. The EPA has proposed to drill six "deep wells" throughout the
City of South El Monte at an estimated cost of $1,400,000. The EPA is conferring
with SEMPOA (South El Monte Property Owners Association) as to cost sharing on
this project. SEMPOA has obtained much lower preliminary cost estimates. The
outcome cost and exact scope of this are unclear at this time.

     The Company and other property owners engaged Geomatrix Consultants, Inc.,
to do a survey of vadose soil and shallow groundwater in the "hot spots"
detected in the previous studies. Geomatrix issued a report dated December 1,
1997 (the "Report"), on the impact of volatile organic compounds on the soil and
groundwater at the Lidcombe and Santa Anita Avenue site located in South El
Monte, California (which includes the Company's facilities). The Report
indicated generally low concentrations of tetrachloroethene, trichloaethene and
trichloroethane in the groundwater of the upgradient neighbor. The Report was
submitted to the RWQCB for its comments and response. A meeting with the parties
and RWQCB was held on February 10, 1998. The RWQCB had advised companies that
vadose soil contamination is minimal and requires no further action. However,
there is an area of shallow groundwater which has a higher than desired level of
chlorinated solvents, and the RWQCB requested a proposed work plan be submitted
by Geomatrix. Geomatrix has submitted a "Focused Feasibility Study" which
concludes that there are five possible methods for cleanup. The most expensive
are for a pump and sewer remediation which would cost between $1,406,000 and
$1,687,000. The Company is actively exploring the less expensive alternative
remediation methods, of which the two proposed alternatives range in cost
between $985,000 and $1,284,000. Accordingly, the Company has taken the average
of the two amounts ($985,000 and $1,284,000) as the total amount of estimated
cost. Since there are four economic entities involved, the Company's best
estimate at this time, in their judgment, would be that their forecasted share
would be 25% or $284,000 less the liability already recognized on the books of
$162,000 thereby requiring an additional $122,000 liability. Accordingly, the
Company recorded an additional accrual of $122,000 in the third quarter of
fiscal 1998. The $122,000 accrual is in addition to the $79,000 accrual for the
Monterey Site as will be explained in the following paragraph. The $79,000
accrual, in the third quarter of fiscal 1998, related to the Monterey Site is
not included in the $284,000 figure above. No assurances can be given that any
of the alternative remediation methods will be feasible or that the actual cost
to the Company of the remediation will not exceed the amount of the Company's
current accruals of $284,000 (which includes the $122,000 charge to income in
the third quarter of fiscal 1998).

                                       6

<PAGE>


     Without any prior correspondence or inkling of the Company's potential
liability, the EPA has recently informed the Company that the Company may have
potential liability for the ongoing remediation of Operating Industries, Inc.
(as they have gone out of business) Landfill Superfund Site in Monterey Park,
California (the "Monterey Site"). The Monterey Site is a 190 acre landfill that
operated from 1948 to 1984, in which the Company disposed of non toxic pH
balanced waste water on six occasions between 1974 and 1978. Over 4,000
companies have been identified as having contributed waste to the Monterey Site.
The EPA has offered to settle the Company's potential liability with respect to
the Monterey Site for a cost to the Company of $79,233. The Company accrued a
$79,000 charge in the third quarter of fiscal 1998 with respect to this possible
liability. The Company has elected to file for relief from these obligations
under the financial hardship option in the EPA's response form.

     The Company was recently notified by the EPA that the Company may have
potential liability for waste material it disposed of at the Casmalia Disposal
Site ("Site") located on a 252-acre parcel in Santa Barbara County, California.
The Site was operational from 1973 to 1989, and over 10,000 separate parties
disposed of waste there. The EPA stated that federal, state and local
governmental agencies along with the numerous private entities that used the
Site for waste disposal will be expected to pay their share as part of this
settlement. The U.S. EPA is also pursuing the owner(s)/operator(s) of the Site
to pay for Site remediation. The EPA has a settlement offer to the Company with
respect to the Site for a cost of $373,950. The Company accrued a $374,000
charge in the first quarter of fiscal 1999 with respect to this possible
liability. The Company has elected to file for relief from these obligations
under the financial hardships option in the EPA's response form.

     The total amount of environmental investigation and cleanup costs that the
Company may incur with respect to the foregoing is not known at this time.
However, based upon information available to the Company at this time, the
Company has expensed since 1988 a total of $860,000, of which $89,000 were legal
fees, exclusive of legal fees expended in connection with the SEC environmental
investigation. The actual costs could differ materially from the amounts
expensed for environmental investigation and cleanup costs to date.

OTHER REGULATIONS

     During the last several years, several state, local and federal agencies
have finalized or proposed regulations relating to hazardous materials. These
include Los Angeles County Hazardous Materials Business Plan, California and
federal OSHA "right to know" laws, EPA "community right to know" laws and
Extremely Hazardous Substance Regulations, Los Angeles County's program for
monitoring and closing underground tanks, the California Safe Drinking and Toxic
Enforcement Act of 1986 (Prop 65), California Connelly-Sterling Toxic Hot Spots
Information Act and AQMD's New Source of Carcinogenic Air Contaminants (Rule
1401). The Company believes it is in compliance with these regulations that are
in effect and is anticipating it will be in compliance with those of these acts
yet to be finalized.

     The Internal Standards Organization in September 1996 released
specifications (ISO 14000) for companies to use as guidelines in reducing
worldwide contamination and improving on recycling operations. The Company
believes that demonstrating that the Company meets these specifications is good
citizenship and also in time will be necessary for international trade. The
Company is proceeding to apply for an ISO 14000 rating.

EMPLOYEES

     The Company's work force of 68 presently includes 26 permanent employees,
both salaried and hourly, and 42 personnel leased through employment agencies.

OTHER

     The Company is not dependent upon any one supplier for any important raw
material item. Most raw material items are commodities and readily available in
the market. In most instances, the Company utilizes two or more suppliers to
furnish raw materials as needed. Sources are believed to be sufficient to
satisfy current and anticipated needs.

     Demand for the Company's principal product line is not seasonal. The
depilatory line of products is, however, generally seasonal, with demand
significantly higher during the spring and summer months.

     Although the Company does not believe that it is dependent upon any one
customer or distributor, a customer accounted for 12% and 9% of the Company's
net revenues during fiscal 1999 and 1998, respectively. No other customer
accounted for 8% or more of the Company's net revenues for those fiscal years.

     Backlog is not a significant factor in the Company's business. Most orders
are filled immediately and in any event, are cancelable under certain
conditions. There are no material contracts with distributors.

     Consumer Products Division returns must include proof of purchase, sales
receipt and a written explanation of the reason for the return. The Company
generally provides credits for replacement of product, however, on occasion it
may provide a cash refund.

     In addition, discontinued or overstocked items may be returned once the
customer receives a computer printed "return authorization" and "shipping
labels" for full case stock of factory fresh product to be sent freight prepaid
to the Company's warehouse. The customer will not receive credit for additional
merchandise that may have been added to the return.

     The Company's sales return policy for the Dental Division, is as follows:
"products returned to Lee Pharmaceuticals for credit must be sent postage paid
and within 90 days of purchase". Defective merchandise can be replaced free of
charge at any time prior to the date of expiration. Excessively used or
improperly stored merchandise is not eligible for replacement.

                                       7

<PAGE>
ITEM 2.       DESCRIPTION OF PROPERTY.

     The Company occupies, through ownership or lease, seven buildings on
contiguous lots in South El Monte, California. The Company owns the following:

                                APPROXIMATE
                                  SQUARE
ADDRESS                           FOOTAGE        USAGE
-------                         -----------      -----

1428 Santa Anita Avenue           10,000         Chemical processing and filling

     The Company leases the following:

<TABLE>
<CAPTION>
                             APPROXIMATE     AGGREGATE      LEASE
                                SQUARE        ANNUAL      EXPIRATION
ADDRESS                        FOOTAGE        RENTAL        DATE              USAGE
-------                      -----------     ---------    ----------          -----
<S>                          <C>             <C>          <C>            <C>
1434 Santa Anita Avenue        11,000        $52,812**    11/30/2000     Inventory control, personnel, data processing,
                                                                         accounting offices and dental production/shipping
1460 Santa Anita Avenue (1)    15,000         64,728**    11/30/2000     Effective January 15, 1996, the building was
                                                                         subleased.
1470 Santa Anita Avenue (2)     8,000         43,056**    11/30/2000     Effective July 16, 1996, the building was subleased.
1500 Santa Anita Avenue        18,000         85,884**    11/30/2000     Warehouse, consumer packaging operations,
                                                                         injection molding and corrugated printing
1516 Santa Anita Avenue        18,000         87,960**    11/30/2000     Sales/marketing offices, purchasing, consumer
                                                                         shipping, and warehouse
1444 Santa Anita Avenue (3)    10,000         67,302*     11/30/2005     Executive office, consumer production,
                                                                         quality control and bottle printing
1427 Lidcombe Avenue            6,000         28,134**    11/30/2000     Maintenance and chemical processing
                                                                         (rear building)
1425 Lidcombe Avenue            6,000         28,134**    11/30/2000     Chemical processing and packaging
1445 Lidcombe Avenue (3) (4)    8,000         63,177*     11/30/2005     Effective November 8, 1995, the building was
                                                                         subleased on a one-year agreement.  Subsequent
                                                                         to November 1996, the sublessee is on a month
                                                                         to month agreement with a 45-day advance
                                                                         notice to relocate.
                                                                         The gross monthly rental income is $3,678.
</TABLE>
*    Revised biannually for consumer price index change.
**   Can be revised biannually for consumer price index change, but has not been
     adjusted, by the owner, on December 1, 1992, December 1, 1994, December 1,
     1996 or December 1, 1998.

(1)  The Company entered into a sublease agreement, effective January 15, 1996,
     which expires November 30, 2000. The gross annual rental income is $70,644.
     In April 1997 the sublessee commenced occupancy of the entire 15,000 square
     footage (previously occupied 13,000 square feet). The annual rental income
     for fiscal year 1998 includes a cost of living adjustment regarding the
     sublease effective June 1998.

(2)  The Company entered into a sublease agreement, effective July 16, 1996,
     which expires November 30, 2000. The gross annual rental income is $40,320.
     In July 1998 the sublease was adjusted from $3,276 per month to $3,360 per
     month.

(3)  This property is treated as a sale leaseback agreement between the Company
     and one of its directors (former Chairman). The monthly lease payments were
     set at the prevailing rates in the area at the time the leases were
     written. The buildings were bought by Ronald G. Lee, President, from Dr.
     Henry L. Lee, former Chairman, in December 1995.

(4)  The gross monthly rental income is $3,678. The Company will continue to
     sublease the building until the owner can locate a buyer or the Company
     gives notice to the tenant and takes back the facility to expand its
     operations.

     All of the Company's business segments use the properties owned or leased
     by the Company except for 1470 Santa Anita Avenue (subleased effective July
     16, 1996), 1460 Santa Anita Avenue (subleased effective January 15, 1996),
     and 1445 Lidcombe Avenue (subleased effective November 8, 1995).

     The Company has a right of first refusal to acquire most of the buildings
     which it leases.

                                      8
<PAGE>

     The Company believes that its existing facilities are adequate to enable it
     to continue to produce its products at their present volume together with
     any moderate increases thereto.

ITEM 3.       LEGAL PROCEEDINGS.

     In the ordinary course of its business, the Company is involved from time
to time in litigation. In the opinion of management of the Company none of the
litigation currently pending will have a material effect on its business or
financial condition. See Item I - "Applicable to All Segments - Environmental
protection regulation and litigation" for additional information concerning
certain litigation.

ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     Not applicable.


                                     PART II

ITEM 5.       MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS.

     The Company's Common Stock trades on the electronic over-the-counter
bulletin board under the trading symbol LPHM. For the two most recent fiscal
years, its shares have closed at high and low trading prices as follows:

                                QTR          HIGH            LOW
             FY 1999             1Q       $   .2100      $   .1600
                                 2Q           .2000          .1600
                                 3Q           .2000          .1600
                                 4Q           .2500          .1700
             FY 1998             1Q       $   .3125      $   .2500
                                 2Q           .3400          .2000
                                 3Q           .3600          .2000
                                 4Q           .2000          .1550

     There were approximately 759 shareholders of record of the Company's Common
Stock as of the close of business on September 30, 1999.

     The Company has not paid any cash dividends and has no present intention of
paying cash dividends in the foreseeable future.

ITEM 6.       MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

FISCAL YEARS ENDED SEPTEMBER 30, 1999, AND SEPTEMBER 30, 1998

     In fiscal 1999, net revenues increased 2% to $8,379,000 from $8,252,000 in
fiscal 1998. The increase in net revenues was due to the added volume generated
from the Lee(R) Lip-Ex(TM) lip balm line plus the recently acquIred brands such
as: Cheracol(R), Comhist(R), Entuss(R), EVAC-U-GEN(R), Take-Off(R), Lady
Esther(R), and seven items purchased from Numark Laboratories, Inc. These newly
acquired brand acquisitions accounted for approximately $1,229,000 or 15% of the
Company's total net revenues. The increase in net revenues was somewhat offset
by the reduced sales of the nail category products, certain over-the-counter
items, and depilatories. Also, the Company's sales returns decreased
approximately $166,000 or 21% when comparing fiscal years 1999 and 1998. As was
the case in the previous fiscal year, fiscal year 1999 experienced lower sales
returns primarily due to a 57% decrease in the nail extender category caused by
a decline in the nail products sales volume. The Company's retail customers have
continued to change their planograms, where they are stocking fewer SKU's (stock
keeping units) of the Company's products.

     The prolonged financial crisis overseas has contributed to the reduced
foreign sales in fiscal 1999. The economic crisis overseas contributed to the
Company's plummeting sales (74% in Japan and 100% in Germany) during fiscal 1999
compared to fiscal 1998. As a result, foreign market sales were down 44%
overall.

     As noted under "Description of Business - Consumer Products Segment," the
Company has pursued a policy of diversifying its product line via product line
acquisitions. Certain of the Company's products have been expanded into
convenience and independent novelty stores in an attempt to increase the number
of outlets carrying the Company's products.

     Cost of sales as a percentage of gross revenues was constant (42%) when
comparing fiscal years 1999 and 1998.

                                      9
<PAGE>


     Selling and advertising expenses decreased $620,000 or 18% when comparing
fiscal years 1999 and 1998. This significant decrease in expenses was primarily
due to the following factors: (1) expiration of a minimum yearly royalty due
($500,000) on a brand acquisition which ended September 30, 1998, (2) lower
commissions ($130,000) due to fewer manufacturer representatives and lower
commission rates, (3) the expiration of royalty due on several other brand
acquisitions ($28,000), (4) reduced salary and related fringe benefits plus
associated travel and entertainment expenses because of one less salesman
($42,000), and (5) lower temporary help expenses ($57,000). These major
decreases were partially offset by increases in: (1) amortization expense
($111,000) the result of recent brand acquisitions, and (2) products liability
insurance ($43,000) due to an increase in coverage limits.

     Research and development expenses were non-existent for fiscal year 1999
and 1998. The Company trend over the last three plus years has been in the
direction of brand acquisitions rather than extensive internal research and
development. Effective July 1996 the Company eliminated it's internal research
and development department, and decided that future testing and research, that
cannot be absorbed by its quality assurance and production control departments,
will be placed outside the Company.

     General and administrative expenses decreased $128,000 or 9% when comparing
fiscal years 1999 and 1998. This decrease was principally due to: (1) lower
salaries and wages plus related fringe benefits the result of fewer personnel
($120,000), (2) lower temporary help expenses ($23,000), and (3) reduced legal
expenses ($54,000). The aforementioned decreases were partially offset by an
increase in management information systems (MIS) consulting services ($73,000)
related to Year 2000 readiness.

     Interest expense increased $150,000 or 25% when comparing fiscal years 1999
and 1998. The higher interest expense was attributed to the increased borrowings
from the Company's asset based financing lender and increased borrowings on
notes payable. This was slightly offset by a lower average prime interest rate
charged in fiscal year 1999 (7.89%) versus fiscal year 1998 (8.5%) related to
certain borrowings which are tied to prime.

     Gain on sale of buildings relates to the sale leaseback arrangement since
1991 whereby the Company is realizing a constant deferred gain over the lease
term.

     The Company accrued a $374,000 charge in the first quarter of fiscal year
1999, as an extraordinary item, with respect to a possible liability. The
Company was notified by the EPA that the Company may have potential liability
for waste material it disposed of at the Casmalia Disposal Site ("Site") located
on a 252-acre parcel in Santa Barbara County, California. The EPA stated that
federal, state and local governmental agencies along with the numerous private
entities that used the Site for waste disposal will be expected to pay their
share as part of this settlement. The EPA has a settlement offer to the Company
with respect to the Site for a cost of $373,950. The Company has elected to file
for relief from these obligations under the financial hardships option in the
EPA's response form.

LIQUIDITY AND CAPITAL RESOURCES

     Working capital was a negative $2,363,000 at September 30, 1999, as
compared with a negative $719,000 at September 30, 1998. The decrease in working
capital of $1,644,000 was primarily due to an increase in current liabilities of
$1,719,000 (basically increases in notes payable ($684,000), current portion of
notes-related party and other ($941,000) and accrued liabilities ($244,000) the
result of newly acquired brands). Current assets showed a modest increase
principally due to a higher level of inventories. The ratio of current assets to
current liabilities was .6 to 1 at September 30, 1999, and .8 to 1 at September
30, 1998.

     In comparing fiscal years 1999 and 1998, accounts receivable turnover
increased (9.4 versus 7.5) and the number of days' sales were in average
accounts receivable decreased (32 days versus 40 days). This was the result of
the improved collection efforts. Accounts payable as a percentage of total costs
and expenses was 14% in fiscal 1999 versus 12% in fiscal 1998 due to the
Company's extended payment terms from certain suppliers.

     Due to the inventory acquired from product line acquisitions, the inventory
increased $209,000. Partially offsetting the overall increase in inventory, the
Company continued to reduce it's inventory of slow moving items at a price below
the listed sales price and scrapping obsolete inventory items.

     Effective May 21, 1998, the Company renewed its accounts receivable
financing, maturing May 2000, whereby 75% of the eligible domestic accounts
receivable, not to exceed the greater of $1,100,000 or $1,100,000 less amounts
advanced on inventory, can be advanced. The new financing agreement includes a
$400,000 term loan on inventory which is incorporated in the working capital
line of credit above. Additionally, there is a separate $440,000 term loan on
the Company's equipment. This financing is secured by a security interest in all
of the Company's assets.

     See "Business - Applicable to All Segments - Environmental protection
regulation and litigation" for a description of certain environmental matters
relating to the Company.

     The Company has an accumulated deficit of $7,229,000. The Company's past
recurring losses and fiscal 1997's nominal profit from operations and inability
to generate sufficient cash flow from normal operations to meet its obligations
as they come due raise substantial doubt about the Company's ability to continue
as a going concern. The Company's ability to continue in existence is dependent
upon future developments, including retaining current financing and achieving a
level of profitable operations sufficient to enable it to meet its obligations
as they become due.

     The Company does not believe that inflation had a significant impact on its
operations during fiscal years 1999 and 1998.

                                     10

<PAGE>


YEAR 2000 READINESS DISCLOSURE

     Most companies have computer systems that use two digits to identify a year
in the date field (e.g. "99" for 1999). These systems must be modified to handle
turn-of-the century calculations. If not corrected, systems failures or
miscalculations could occur, potentially causing disruptions of operations,
including, among other things, the inability to process transactions, send
invoices, or engage in other normal business activities. This creates potential
risk for all companies, even if their own computer systems are Year 2000
compliant.

     In 1998, the Company initiated a comprehensive review of its computer
systems to identify processes that could be adversely affected by Year 2000
issues. In addition, the Company identified computer application systems that
required modification or replacement.

     The Company was required to modify or replace certain portions of its
systems software so that it will function properly with respect to dates in the
Year 2000 and thereafter. The Company has replaced its existing hardware
computer system and utilized the assistance of a software reengineering company
specializing in services to resolve the Year 2000 problem to remediate
non-compliant code in existing applications and systems. The Company is also
utilizing internal resources to reprogram or replace and test the software for
Year 2000 modifications.

     The Company has an ongoing program of communicating with suppliers,
vendors, and lenders to determine the extent to which those companies are
addressing Year 2000 compliance issues. There can be no assurance that the
Company's contingency plan will adequately address issues that may arise in the
Year 2000.

     In 1999, a contingency plan was developed in the event key or critical
suppliers and vendors are unable to meet the Year 2000 compliance. Such steps as
identifying alternative suppliers and vendors were addressed. It is not,
however, possible to quantify the potential impact of any contingency losses at
this time. Notwithstanding our efforts, there can be no assurance that the
Company or significant third party vendors or other significant third parties
will adequately address their Year 2000 issues.

     The Company currently estimates that the total cost for the Year 2000
project will be approximately $100,000. During fiscal year 1999, the Company
incurred approximately $73,000 for charges related to its Year 2000 remediation
effort. The remediation costs include internal labor costs, as well as fees and
expenses paid to outside contractors specifically associated with programming
and purchased hardware and upgraded software. The Company expects to incur
approximately $25,000 during the remainder of calendar year 1999.

     The Company has completed a study of the problem and has assessed its Year
2000 readiness. The Company's evaluations of business computer systems/technical
infrastructure, office systems, and inventory control have been completed.

     The Company conducted its own internal simulated Y2K testing during the
fourth quarter of fiscal year 1999 and addressed problems encountered. Based on
currently available information, management does not believe that the Year 2000
matters discussed above will have a material adverse impact on the Company's
financial condition or results of operations; however, because of the
uncertainties in this area, no assurances can be given in this regard.



ITEM 7.       FINANCIAL STATEMENTS.

<TABLE>
<CAPTION>
                                                                                               PAGE
INDEX TO FINANCIAL STATEMENTS                                                                 NUMBER
<S>                                                                                           <C>
Independent Auditor's Report                                                                    12

Financial Statements:

     Balance sheet as of September 30, 1999                                                     13

     Statements of operations for each of the years in the two-year period
     ended September 30, 1999                                                                   14

     Statements of changes in stockholders' deficiency for each of
     the years in the two-year period ended September 30, 1999                                  15

     Statements of cash flows for each of the years in the two-year period
     ended September 30, 1999                                                                   16

     Notes to financial statements                                                             17-25
</TABLE>

     All schedules not filed or included herein are omitted either because they
are not applicable or not required, or the required information is included in
the financial statements or notes thereto.

                                     11

<PAGE>



                                 GEORGE BRENNER

                           CERTIFIED PUBLIC ACCOUNTANT
                       9300 WILSHIRE BOULEVARD, SUITE 480
                         BEVERLY HILLS, CALIFORNIA 90212





                          Independent Auditor's Report


   Board of Directors
   Lee Pharmaceuticals
   South El Monte, California

   I have audited the accompanying balance sheet of Lee Pharmaceuticals as of
   September 30, 1999 and the related statements of operations, changes in
   stockholders' deficiency, and cash flows for each of the years in the
   two-year period ended September 30, 1999. These financial statements are the
   responsibility of the Company's management. My responsibility is to express
   an opinion on these financial statements based on my audit.

   I conducted my audit in accordance with generally accepted auditing
   standards. Those standards require that I plan and perform the audit to
   obtain reasonable assurance about whether the financial statements are free
   of material misstatement. An audit includes examining, on a test basis,
   evidence supporting the amounts and disclosures in the financial statements.
   An audit also includes assessing the accounting principles used and
   significant estimates made by management, as well as evaluating the overall
   financial statement presentation. I believe that my audit provides a
   reasonable basis for my opinion.

   In my opinion, the financial statements referred to above present fairly, in
   all material respects, the financial position of Lee Pharmaceuticals as of
   September 30, 1999, and the results of its operations and its cash flows for
   each of the years in the two-year period ended September 30, 1999, in
   conformity with generally accepted accounting principles.

   The accompanying financial statements have been prepared assuming that the
   Company will continue as a going concern. As more fully described in Note 1
   to the financial statements ("Continued Existence"), the Company's current
   and recurring past losses from operations, fiscal 1997's nominal profit, and
   inability to generate sufficient cash flow from normal operations raise
   substantial doubt about its ability to continue as a going concern.
   Management's plans in regard to these matters are also described in Notes 1
   and 15. The financial statements do not include any adjustments to reflect
   the possible future effects on the recoverability and classification of
   assets or the amounts and classification of liabilities that may result from
   the possible inability of the Company to continue as a going concern.

   As discussed in Note 10, "Commitments and Contingencies - Assessment for
   environmental cleanup," the Company is attempting to quantify one of its
   cleanup cost liabilities, however, the ultimate outcome of this liability
   cannot presently be determined.



                                                    GEORGE BRENNER

                                                    George Brenner, CPA
   December 13, 1999
   Beverly Hills, California



                                     12
<PAGE>

                               LEE PHARMACEUTICALS

                                  BALANCE SHEET

                               SEPTEMBER 30, 1999

                                     ASSETS
<TABLE>
<S>                                                                                                       <C>
CURRENT ASSETS:
   Cash............................................................................................       $         4,000
   Accounts receivable, less allowance for doubtful accounts of $29,000
     and sales returns allowance of $130,000.......................................................               893,000
   Due from related party..........................................................................               205,000
   Inventories.....................................................................................             2,331,000
   Deposits........................................................................................               243,000
   Other current assets............................................................................               211,000
                                                                                                          ---------------
     TOTAL CURRENT ASSETS..........................................................................             3,887,000
                                                                                                          ---------------
PROPERTY, PLANT AND EQUIPMENT, AT COST:
   Land............................................................................................                49,000
   Building........................................................................................               217,000
   Machinery and equipment.........................................................................             5,959,000
   Leasehold improvements..........................................................................               378,000
                                                                                                          ---------------
                                                                                                                6,603,000
   Less accumulated depreciation and amortization..................................................            (6,176,000)
                                                                                                          ---------------
     NET PROPERTY, PLANT AND EQUIPMENT.............................................................               427,000
                                                                                                          ---------------
INTANGIBLE AND OTHER ASSETS, net of accumulated amortization
   of $6,672,000...................................................................................             3,502,000
                                                                                                          ---------------
TOTAL..............................................................................................       $     7,816,000
                                                                                                          ===============
                                      LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
   Bank overdraft..................................................................................       $        92,000
   Notes payable...................................................................................             1,499,000
   Current portion - notes payable, other (long-term)..............................................             1,403,000
   Current portion - note payable related party....................................................               495,000
   Accounts payable................................................................................             1,089,000
   Accrued royalties...............................................................................                26,000
   Accrued liabilities.............................................................................               656,000
   Environmental cleanup liability.................................................................               366,000
   Due to related parties..........................................................................               605,000
   Deferred income.................................................................................                65,000
                                                                                                          ---------------
     TOTAL CURRENT LIABILITIES.....................................................................             6,296,000

LONG-TERM NOTES PAYABLE TO RELATED PARTIES.........................................................             2,612,000
LONG-TERM NOTES PAYABLE, other.....................................................................             1,164,000
ENVIRONMENTAL CLEANUP LIABILITY - CASMALIA SITE....................................................               374,000
DEFERRED INCOME....................................................................................                10,000
                                                                                                          ---------------
     TOTAL LIABILITIES.............................................................................            10,456,000
                                                                                                          ---------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY:
   Common stock, $.10 par value; authorized 7,500,000 shares;
     issued and outstanding, 4,135,162 shares......................................................               413,000
   Additional paid-in capital......................................................................             4,222,000
   Accumulated deficit.............................................................................            (7,275,000)
                                                                                                          ---------------
     TOTAL STOCKHOLDERS' DEFICIENCY................................................................            (2,640,000)
                                                                                                          ---------------
TOTAL..............................................................................................       $     7,816,000
                                                                                                          ===============
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                     13

<PAGE>


                               LEE PHARMACEUTICALS

                            STATEMENTS OF OPERATIONS

                        FOR THE YEARS ENDED SEPTEMBER 30,

<TABLE>
<CAPTION>

                                                                                            1999               1998
                                                                                            ----               ----
<S>                                                                                 <C>                   <C>
GROSS REVENUES...............................................................       $     9,020,000       $     9,059,000
   Less: Sales returns, discounts and allowances.............................              (641,000)             (807,000)
                                                                                    ---------------       ---------------

NET REVENUES.................................................................             8,379,000             8,252,000
                                                                                    ---------------       ---------------

COSTS AND EXPENSES:
   Cost of sales.............................................................             3,749,000             3,839,000
   Selling and advertising...................................................             2,852,000             3,472,000
   General and administrative................................................             1,271,000             1,399,000
                                                                                    ---------------       ---------------

TOTAL COSTS AND EXPENSES.....................................................             7,872,000             8,710,000
                                                                                    ---------------       ---------------

OPERATING INCOME (LOSS)......................................................               507,000              (458,000)
INTEREST EXPENSE.............................................................              (752,000)             (602,000)
GAIN ON SALE OF BUILDINGS AND OTHER..........................................                65,000                65,000
OTHER INCOME.................................................................                13,000                 7,000
                                                                                    ---------------       ---------------

NET (LOSS) BEFORE EXTRAORDINARY ITEM.........................................              (167,000)             (988,000)
EXTRAORDINARY LOSS RELATED TO CASMALIA DISPOSAL SITE CLEANUP.................              (374,000)                    -
                                                                                    ----------------      ---------------

NET LOSS.....................................................................       $      (541,000)      $      (988,000)
                                                                                    ===============       ===============

PER  SHARE:
   Basic (loss) per share before extraordinary loss..........................       $          (.04)      $          (.24)
   Extraordinary loss........................................................                  (.09)                    -
                                                                                    ----------------      ---------------
   Basic (loss) per share....................................................       $          (.13)      $          (.24)
                                                                                    ===============       ===============
</TABLE>



    The accompanying notes are an integral part of the financial statements.

                                     14

<PAGE>


                               LEE PHARMACEUTICALS

                STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY

                        FOR THE YEARS ENDED SEPTEMBER 30,

<TABLE>
<CAPTION>

                                               Common Stock                           Retained
                                               ------------             Additional    Earnings
                                         Number of                       Paid-in      (Accumulated
                                          Shares         Amount          Capital      Deficit)           Total
                                         ---------       ------        ----------     ------------       -----
     <S>                                 <C>           <C>             <C>            <C>              <C>
     Balance at September 30, 1997        4,135,162    $  413,000      $  4,222,000    $(5,746,000)    $(1,111,000)

     Net (loss)                                                                           (988,000)       (988,000)
                                       ------------    -----------     -----------     -----------     -----------

     Balance at September 30, 1998        4,135,162       413,000         4,222,000     (6,734,000)     (2,099,000)

     Net (loss)                                                                           (541,000)       (541,000)
                                       ------------    -----------     -----------     -----------     -----------

     Balance at September 30, 1999        4,135,162    $  413,000      $  4,222,000    $(7,275,000)    $(2,640,000)
                                       ============    ==========      ============    ===========     ===========
</TABLE>



    The accompanying notes are an integral part of the financial statements.

                                      15

<PAGE>

                               LEE PHARMACEUTICALS

                            STATEMENTS OF CASH FLOWS

                        FOR THE YEARS ENDED SEPTEMBER 30,

<TABLE>
<CAPTION>
                                                                                            1999                  1998
                                                                                            ----                  ----
<S>                                                                                 <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss..................................................................       $      (541,000)      $      (988,000)
   Loss from extraordinary item - unpaid.....................................               374,000                     -
                                                                                    ---------------       ---------------
   Net loss before extraordinary item........................................              (167,000)             (988,000)
                                                                                    ----------------      ---------------
   Adjustments to reconcile net loss to net cash provided by operating
    activities:
   Depreciation..............................................................               135,000               119,000
   Amortization of intangibles...............................................               881,000               922,000
   (Decrease) in deferred income.............................................               (65,000)              (65,000)
   (Gain) on disposal of property, plant and equipment.......................               (13,000)               (7,000)
Change in operating assets and liabilities:
   Decrease in accounts receivable...........................................                 1,000               409,000
   (Increase) in due from related party......................................              (147,000)             (143,000)
   (Increase) in inventories.................................................              (209,000)             (142,000)
   Decrease in other current assets..........................................                49,000               669,000
   Increase in notes payable.................................................             1,089,000                99,000
   Increase in accounts payable..............................................               322,000                38,000
   Increase in due to related parties........................................               131,000                69,000
   Increase in accrued and environmental cleanup liabilities.................                77,000                79,000
   (Decrease) in accrued royalties...........................................              (395,000)             (535,000)
                                                                                    ---------------       ---------------
   Total adjustments.........................................................             1,856,000             1,512,000
                                                                                    ---------------       ---------------
     Net cash provided by operating activities...............................             1,689,000               524,000
                                                                                    ---------------       ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Additions to property, plant and equipment................................               (79,000)              (94,000)
   Proceeds from sale of equipment...........................................                13,000                13,000
   Acquisition of product brands.............................................            (1,350,000)              (80,000)
   Increase in long-term deposits............................................                     -               (14,000)
                                                                                    ---------------       ---------------
     Net cash (used in) investing activities.................................            (1,416,000)             (175,000)
                                                                                    ---------------       ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   (Payments on) notes payable to related party..............................               (14,000)               (5,000)
   Net (decrease) in notes payable-other.....................................              (303,000)              (84,000)
   Net (decrease) in long-term royalty agreements............................                     -              (121,000)
   Increase (decrease) in bank overdraft.....................................                 6,000              (123,000)
                                                                                    ---------------       ----------------
     Net cash (used) by financing activities.................................              (311,000)             (333,000)
                                                                                    ----------------      ---------------

NET (DECREASE) INCREASE IN CASH..............................................               (38,000)               16,000
Cash, beginning of year......................................................                42,000                26,000
                                                                                    ---------------       ---------------
Cash, end of year............................................................       $         4,000       $        42,000
                                                                                    ===============       ===============

                                SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid during the year for:
   Interest..................................................................       $       654,000       $       508,000
                                                                                    ===============       ===============
Acquisition of product brands:
   Fair value of assets acquired.............................................       $     2,217,000       $       270,000
   Fair value of liabilities incurred........................................              (867,000)             (190,000)
                                                                                    ---------------       ---------------
     Net cash payments.......................................................       $     1,350,000       $        80,000
                                                                                    ===============       ===============
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                     16
<PAGE>




                               LEE PHARMACEUTICALS
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              DESCRIPTION OF BUSINESS

              The Company manufactures and markets consumer products to national
              and regional retailers of varying financial strength. The Company
              also manufactures and sells dental products to dental service
              providers principally in the United States. For all years
              presented, revenues, operating results and identifiable assets of
              the consumer products group were in excess of 91% of total company
              operations.

              CONTINUED EXISTENCE

              The financial statements have been prepared assuming the Company
              will continue as a going concern. The Company has an accumulated
              deficit of $7,275,000. The Company's recurring losses from
              operations and inability to generate sufficient cash flow from
              normal operations to meet its obligations as they come due raise
              substantial doubt about the Company's ability to continue as a
              going concern. The Company's ability to continue in existence is
              dependent upon future developments, including retaining current
              financing and achieving a level of profitable operations
              sufficient to enable it to meet its obligations as they become
              due. Management's plans in regard to these matters are described
              in Note 15 - "Subsequent Events." The financial statements do not
              include any adjustments to reflect the possible future effects of
              the recoverability and classification of assets or the amounts and
              classification of liabilities that may result from the possible
              inability of the Company to continue as a going concern.

              INVENTORIES

              Inventories are stated at the lower of average cost or market
              using the first-in, first-out method.

              DEPRECIATION AND AMORTIZATION

              Property, plant and equipment are depreciated using the
              straight-line method over estimated useful lives of three to ten
              years for machinery and equipment and building improvements and
              thirty-one years for the building. Leasehold improvements are
              amortized over the shorter of the estimated useful lives of the
              assets or the related lease term.

              Royalties are amortized ($253,000 for fiscal year 1999) over the
              maximum period of the royalty agreement. All other intangibles are
              amortized ($760,000 for fiscal year 1999) over estimated useful
              lives which range from six (6) to forty (40) years.

              EXTRAORDINARY ITEM - ENVIRONMENTAL EXPENDITURES

              Environmental expenditures that relate to an existing condition
              caused by past operations, and which do not contribute to current
              or future revenue generation, are expensed. The Company's
              proportionate share of the liabilities are recorded when
              environmental remediation and/or cleanups are probable, and the
              costs can be reasonably estimated. A provision of $374,000 has
              been accrued, as an extraordinary item, in fiscal 1999 for the
              Casmalia Disposal Site cleanup. Management believes that the total
              amount provided at September 30, 1999 for remedial cost studies is
              adequate based on current information available. See Note 10 -
              "Assessment for environmental cleanup."

              MAJOR CUSTOMER

              The Company had one major customer with sales volume approximating
              12% and 9% of the Company's net revenues for the years ending
              September 30, 1999, and 1998, respectively. The amount due from
              the customer was $145,000 and $180,000 at September 30, 1999, and
              1998, respectively, and is included in accounts receivable in
              these financial statements.

              CONCENTRATION OF CREDIT RISK

              Financial instruments which potentially subject the Company to
              concentrations of credit risk consist of cash and trade
              receivables. The Company places its cash with high credit quality
              financial institutions. At times such investments may be in excess
              of the FDIC limit. In regards to trade receivables, the risk is
              limited due to the large number of customers comprising the
              customer base, and the dispersion in different industries and
              geographies. Generally, the Company does not require collateral
              for its trade receivables.

              INCOME TAXES

              Income taxes are provided based on earnings reported for financial
              statement purposes. In accordance with FASB Statement No. 109, the
              asset and liability method requires the recognition of deferred
              tax liabilities and assets for the expected future tax
              consequences of temporary differences between tax basis and
              financial reporting basis of assets and liabilities.

              USE OF ESTIMATES

              The preparation of financial statements in conformity with
              generally accepted accounting principles requires management to
              make estimates and assumptions that affect the reported amounts of
              assets and liabilities and disclosures of contingent assets and
              liabilities at the date of the financial statements and the
              reported amounts of revenues and expenses during the reporting
              period. Actual results could differ from those estimates.

                                       17

<PAGE>


              FAIR VALUE OF FINANCIAL INSTRUMENTS

              Based on borrowing rates currently available to the Company for
              bank loans with similar terms and maturities, the fair value of
              the Company's long-term debt approximates the carrying value.
              Furthermore, the carrying value of all other financial instruments
              potentially subject to valuation risk (principally consisting of
              accounts receivable and accounts payable) also approximates fair
              value.

              ACCOUNTING FOR STOCK BASED COMPENSATION

              Stock option grants are set at the closing price of the Company's
              common stock on the day prior to the date of grant. Therefore,
              under the principles of APB Opinion No. 25, the Company does not
              recognize compensation expense associated with the grant of stock
              options. SFAS No. 123, "Accounting for Stock-Based Compensation,"
              requires the use of option valuation models to provide
              supplemental information regarding options granted after 1994. Pro
              forma information regarding net income and earnings per share
              shown below was determined as if the Company had accounted for its
              employee stock options under the fair value method of that
              statement.

              The fair value of the options was estimated at the date of grant
              using a Black-Scholes option pricing model with the following
              weighted average assumptions: risk-free interest rates of 6.0%;
              dividend yields of 0% for 1999 and 1998; volatility factors of the
              expected market price of the Company's common stock of 50% for
              1999 and 1998; and expected life of the options of two years.
              These assumptions resulted in weighted average fair values of
              $0.08 and $0.09 per share for stock options outstanding in 1999
              and 1998 respectively.

              The Black-Scholes option valuation model was developed for use in
              estimating the fair value of traded options. The Company's
              employee stock options have characteristics significantly
              different from those of traded options such as vesting
              restrictions and extremely limited transferability.

              For purposes of pro forma disclosures, the estimated fair value of
              the options is amortized over the option vesting periods. The pro
              forma effect on net income for 1999 and 1998 is not representative
              of the pro forma effect on net income in future years because it
              does not take into consideration pro forma compensation expense
              related to grants made prior to 1995. Pro forma information in
              future years will reflect the amortization of a larger number of
              stock options granted in several succeeding years. The Company's
              pro forma information is as follows (in thousands except share
              data) for years ended September 30:
<TABLE>
<CAPTION>
                                                                         1999          1998
                                                                         ----          ----
                                    <S>                                 <C>          <C>
                                    Pro forma (loss)                    $(541)       $(1,015)

                                    Pro forma (loss) per share          $(0.13)      $(0.25)
</TABLE>

              Information regarding stock options outstanding as of September
              30, 1999 is included in Note 11 "Stock Options."

NOTE 2 -      BASIC INCOME (LOSS) PER SHARE

              Basic loss per share for fiscal 1999 and 1998 are based on
              4,135,162 common shares outstanding. Common stock equivalents
              (common stock options) were not considered in the basic loss per
              share calculation since the effect is anti-dilutive.


<PAGE>

NOTE 3 -      INVENTORIES

              Inventories consist of the following at September 30, 1999:
<TABLE>
<CAPTION>
                           <S>                                                        <C>
                           Raw materials.....................................         $   1,999,000
                           Work-in-process...................................               249,000
                           Finished goods....................................               429,000
                                                                                      -------------
                                                                                          2,677,000
                           Allowance for obsolescence........................              (346,000)
                                                                                      -------------
                           Total.............................................         $   2,331,000
                                                                                      =============
</TABLE>

NOTE 4 -      INTANGIBLE AND OTHER ASSETS

              The Company acquired certain product lines in 1999 (See Note 14)
              and prior years. Amounts related to these acquisitions were
              allocated to intangible assets. Included in intangible and other
              assets at September 30, 1999, are the following:

<TABLE>
<CAPTION>
                                                                                                          Amortization
                                                                                            Cost         period (years)
                                                                                      -------------      --------------
                           <S>                                                        <C>                <C>
                           Goodwill..........................................         $   2,583,000          4 - 40
                           Covenants not to compete..........................             4,056,000           1 - 5
                           Trademark.........................................               322,000               5
                           Royalty agreements................................             2,802,000           4 - 6
                           Other.............................................               411,000           2 - 3
                                                                                      -------------
                           Total.............................................            10,174,000
                           Less: accumulated amortization....................            (6,672,000)
                                                                                      -------------
                           Intangibles - net.................................         $   3,502,000
                                                                                      =============
</TABLE>

                                       18

<PAGE>


NOTE 5 -      NOTES PAYABLE - CURRENT
              -----------------------

<TABLE>
<CAPTION>

<S>           <C>                                                                           <C>
              A.  Note payable to bank (accounts receivable financing), secured by
                  accounts receivable, equipment, inventories, and certain other
                  assets, maximum revolving advance is $1,100,000 (based on
                  domestic accounts receivable as defined in the agreement), requires
                  minimum monthly interest of $3,000, interest rate is 5% above
                  prime rate.  The agreement, as renewed, is for a term of two years
                  from May 1998 and is renewable for successive one year periods
                  thereafter.                                                                $    646,000

              B.  Note payable to bank, secured by inventory, maximum amount of
                  term loan is $400,000, requires monthly payments of $11,110,
                  interest rate is 6% above prime rate, maturing May 2000.                        367,000

              C.  Note payable to bank, maximum amount of term loan is $400,000,
                  secured by the Company's machinery and equipment, requires monthly
                  payments of $8,300 plus interest at the bank's prime rate plus
                  6%, maturing May 2000.                                                          375,000

              D.  Note payable to bank, maximum amount of term loan is $121,000,
                  secured by the Company's machinery and equipment, requires monthly
                  payments of $5,100 plus interest at the bank's prime rate plus
                  8%, maturing May 2000.                                                          111,000
                                                                                             ------------
                                                                                             $  1,499,000
                                                                                             ============
</TABLE>


NOTE 6 -      RELATED PARTY TRANSACTIONS

              In 1991 the Company sold and leased back two of its operating
              facilities in a transaction with its former Chairman. An initial
              gain was recognized and a deferred gain was recorded which is to
              be amortized over the term of the two leases which expire November
              2000. The amount of deferred gain realized during 1999 and 1998
              was $65,000.

              The amounts of rents paid to related parties were $133,000 and
              $133,000 for September 30, 1999, and 1998, respectively.

              During the fiscal year ending September 30, 1999, the total
              interest expensed to related parties (Note 7) was $247,000 out of
              which $149,000 was paid and $570,000 was accrued as of September
              30, 1999.

              During the fiscal year ending September 30, 1998, the total
              interest expensed to related parties (Note 7) was $276,000 out of
              which $182,000 was paid and $472,000 was accrued as of September
              30, 1998.

NOTE 7 -      NOTES PAYABLE - RELATED PARTIES
              -------------------------------

<TABLE>
<CAPTION>

<S>           <C>    <C>                                                                             <C>
              A.     Notes payable to related parties, unsecured, bearing
                     interest at bank's prime rate (8.25% at September 30,
                     1999), maturing January 2005.                                                   $ 70,000

              B.     Note payable to officer, unsecured, bearing interest at
                     bank's prime rate (8.25% at September 30, 1999), principal
                     is maturing and accrued interest is payable in January
                     2005.                                                                            150,000

              C.     Note payable to officer, unsecured, bearing interest at
                     bank's prime rate (8.25% at September 30, 1999), principal
                     is maturing and accrued interest is payable in January
                     2005.                                                                            372,000

              D.     Notes payable to related party, secured by product brand,
                     bearing interest at bank's prime rate (8.25% at September
                     30, 1999), principal is maturing and accrued interest is
                     payable in January 2005.                                                         400,000

              E.     Note payable to related party, secured by assets of the
                     Company (secondary position) bearing interest at bank's
                     prime rate (8.25% at September 30, 1999), and principal
                     payable based on a twelve (12) year fully amortized
                     schedule commencing March 15, 1997.                                            1,440,000

              F.     Notes payable to officer, secured by product brand, bearing
                     interest at bank's prime rate (8.25% at September 30,
                     1999), principal is maturing and accrued interest is
                     payable in January 2005.                                                         250,000

              G.     Note payable to officer, secured by product brand, bearing
                     interest at bank's prime rate (8.25% at September 30,
                     1999), principal is maturing and accrued interest is
                     payable in January 2005.                                                         100,000

              H.     Note payable to officer, unsecured, bearing interest at
                     bank's prime rate (8.25% at September 30, 1999), principal
                     is maturing and accrued interest is payable in July 1998.                         65,000


              I.     Note payable to officer, unsecured, bearing interest at
                     bank's prime rate (8.25% at September 30, 1999), principal
                     is maturing and accrued interest is payable in January
                     2005.                                                                            250,000
</TABLE>

                                       19

<PAGE>


NOTE 7 -      NOTES PAYABLE - RELATED PARTIES
              -------------------------------

<TABLE>
<CAPTION>

<S>           <C>    <C>                                                                          <C>
              J.     Note payable to officer, unsecured, bearing interest at
                     bank's prime rate (8.25% at September 30, 1999), maturing
                     January 2005.                                                                      10,000


                                                                                                  ------------
                                                                                                     3,107,000
                      Less current portion ($375,000 in arrears)                                      (495,000)
                                                                                                  ------------
                                                                                                  $  2,612,000
                                                                                                  ============
</TABLE>

NOTE 8 -      NOTES PAYABLE, OTHER - NONCURRENT
              ---------------------------------

<TABLE>
<CAPTION>

<S>           <C>                                                                                <C>
              A.  Note payable to seller on acquisition of product brand payable
                  in equal monthly installments of $3,000 principal and interest
                  until September 16, 1999. The balance of unpaid principal and
                  accrued interest is payable on October 16, 1999. The interest
                  rate is the highest prime rate during any payment period. The
                  interest rate at September 30, 1999, was 8.25%.                               $  9,000

              B.  Note payable to seller on acquisition of product brands (28)
                  payable in equal monthly installments of $19,751, plus
                  interest, until October 1, 2000, with any unpaid balance
                  payable November 1, 2000. The interest rate is the highest
                  prime rate during the previous month. The interest rate at
                  September 30, 1999, was 8.25%.                                                 238,000

              C.  Notes payable to bank, secured by a deed on land and
                  building, requires monthly payments of $4,200, including
                  interest at the bank's reference rate plus 4%, maturing
                  March 2001. The note is guaranteed by the President and
                  former Chairman.                                                               217,000

              D.  Note payable to seller on acquisition of product brand payable
                  in equal monthly installments of $5,300 plus interest until
                  August 25, 2001, with any unpaid balance payable September 25,
                  2001.                                                                          130,000

              E.  Note payable secured by product brands, bearing interest at
                  20%, interest payable monthly, maturity June 1, 2001. The
                  previous notes were canceled, consolidated and converted into
                  one new note. The terms of the new note require monthly
                  principal payments of $20,000 to be made commencing January 1,
                  1999.                                                                          400,000

              F.  Note payable secured by product brand bearing interest at
                  20%. The note, as renewed, matures June 30, 2000.                               50,000

              G.  Note payable to seller on acquisition of product brand
                  inventory payable in equal monthly installments of $6,283,
                  plus interest, until November 1, 2000, with any unpaid balance
                  payable December 1, 2000. The interest rate is the highest
                  prime rate during the previous month. The interest rate at
                  September 30, 1999, was 8.25%.                                                  88,000

              H.  Note payable to seller on acquisition of product brands
                  payable in equal monthly installments of $2,786, plus
                  interest, until November 1, 2000, with any unpaid balance
                  payable December 1, 2000. The interest rate is the highest
                  prime rate during the previous month. The interest rate at
                  September 30, 1999, was 8.25%.                                                  39,000

              I.  Note payable secured by equipment payable in equal monthly
                  installments of $14,000, plus interest at 15%, until
                  November 1, 2001, with any unpaid balance payable December 1,
                  2001.                                                                          360,000

              J.  Note payable to seller on acquisition of product brand payable
                  in equal monthly installments of $12,000, plus interest, until
                  September 15, 2001 The interest rate is the highest prime rate
                  during the previous month. The interest rate at September 30,
                  1999, was 8.25%.                                                               276,000

              K.  Note payable to seller on acquisition of product brand payable
                  in equal monthly installments of $20,000, plus interest, until
                  September 15, 2001. The interest rate is the highest prime
                  rate during the previous month. The interest rate at September
                  30, 1999, was 8.25%.                                                           480,000

              L.  Note payable secured by product brand, payable in monthly
                  installments of $10,000, plus interest at 20%, commencing
                  August 15, 1999.                                                               180,000

              M.  Note payable secured by product brand, payable in monthly
                  installments of $5,000, plus interest at 20%, commencing
                  October 20, 1999.                                                              100,000
                                                                                            ------------
                                                                                               2,567,000
                  Less current portion                                                        (1,403,000)
                                                                                            ------------
                                                                                            $  1,164,000
                                                                                            ============
</TABLE>
                                       20

<PAGE>


NOTE 9 -      LONG-TERM DEBT MATURITIES

              At September 30, 1999, the Company was committed to the following
              minimum principal payments.

<TABLE>
<CAPTION>
                                       YEAR ENDING                              RELATED
                                      SEPTEMBER 30,                             PARTIES              OTHERS
                                      -------------                        ------------          ------------
                                      <S>                                  <C>
                                          2000                             $    495,000          $  1,403,000
                                          2001                                  120,000               971,000
                                          2002                                  120,000                48,000
                                          2003                                  120,000                24,000
                                          2004                                  120,000                24,000
                                       Thereafter                             2,132,000                97,000
                                                                           ------------          ------------
                                          Total                            $  3,107,000          $  2,567,000
                                                                           ============          ============
</TABLE>

NOTE 10 -     COMMITMENTS AND CONTINGENCIES

              LEASE COMMITMENTS

              At September 30, 1999, the Company was committed to its Chairman
              and to others under noncancelable operating leases for land and
              buildings requiring minimum annual rentals as follows:

<TABLE>
<CAPTION>
                                       YEAR ENDING
                                      SEPTEMBER 30,                            OTHERS               CHAIRMAN
                                      -------------                        ------------          ------------
                                      <S>                                  <C>                   <C>
                                          2000                             $    391,000          $    134,000
                                          2001                                   65,000               134,000
                                          2002                                        -               134,000
                                          2003                                        -               134,000
                                          2004                                        -               134,000
                                       Thereafter                                     -               156,000
                                                                           ------------          ------------
                                          Total                            $    456,000          $    826,000
                                                                           ============          ============
</TABLE>

              Generally, the leases provide that maintenance, insurance and a
              portion of property taxes are to be paid by the Company. The
              Company also has a right of first refusal to acquire most of the
              buildings which it leases. The Company's rental expense for the
              years ended September 30, 1999, and 1998, was $521,000 for each
              year.

              Some of the above leases are subleased to other companies. Two of
              the three subleases are long term with annual rental revenues as
              follows:

<TABLE>
<CAPTION>
                                       YEAR ENDING                            SUBLEASE
                                      SEPTEMBER 30,                           REVENUES
                                      -------------                        ------------
                                      <S>                                  <C>
                                          2000                             $     97,600
                                          2001                                   16,300
                                                                           ------------

                                          Total                            $    113,900
                                                                           ============
</TABLE>

              ASSESSMENT FOR ENVIRONMENTAL CLEANUP

              The Company owns a manufacturing facility located in South El
              Monte, California. The California Regional Water Quality Control
              Board (The "RWQCB") ordered the Company in 1988 and 1989 to
              investigate the contamination on its property (relating to soil
              and groundwater contamination). The Company engaged a consultant
              who performed tests and reported to the then Chairman of the
              Company. The Company resisted further work on its property until
              the property upgradient was tested in greater detail since two
              "apparent source" lots had not been tested. On August 12, 1991,
              the RWQCB issued a "Cleanup and Abatement Order" directing the
              Company to conduct further testing and cleanup the site. In
              October 1991, the Company received from an environmental
              consulting firm an estimate of $465,200 for investigation and
              cleanup costs. The Company believed that this estimate was
              inconclusive and overstated the contamination levels. The Company
              believes that subsequent investigations will support the Company's
              conclusions about that estimate. The Company did not complete the
              testing for the reasons listed above as well as "financial
              constraints". In June 1992 the RWQCB requested that the EPA
              evaluate the contamination and take appropriate action. At the
              EPA's request, Ecology & Environment, Inc. conducted an
              investigation of soil and groundwater on the Company's property.
              Ecology & Environment Inc.'s Final Site Assessment Report, which
              was submitted to the EPA in June 1994, did not rule out the
              possibility that some of the contamination originated on-site, and
              resulted from either past or current operations on the property.
              The Company may be liable for all or part of the costs of re
              mediating the contamination on its property. The EPA has not taken
              any further action in this matter, but may do so in the future.

                                       21

<PAGE>




              The Company and nearby property owners, in consort with their
              comprehensive general liability (CGL) carriers, have engaged a
              consultant to perform a site investigation with respect to soil
              and shallow groundwater contamination over the entire city block.
              The CGL carriers provided $290,000 in funding which paid for the
              $220,000 study, $20,000 in legal fees for project oversight, and a
              $50,000 balance in the operating fund. Earlier the Company had
              accrued $87,500 as its proportionate share of the earlier quote of
              $175,000. Since that time, the overall scope of the project was
              increased to $205,000 plus $15,000 for waste water disposal,
              bringing the total to the above listed $220,000. The $87,500
              accrual was not spent on this project (as the entire cost was
              borne by the CGL carriers), but remains on the books as an accrual
              against the cost of remediation of the same site that was included
              in the study.

              The tenants of nearby properties upgradient have sued the Company
              alleging that hazardous materials from the Company's property
              caused contamination on the properties leased by the tenants. The
              case name is DEL RAY INDUSTRIAL ENTERPRISES, INC. v. ROBERT
              MALONE, ET AL., Los Angeles County Superior Court, Northwest
              District, commenced August 21, 1991. In this action, the plaintiff
              alleges environmental contamination by defendants of its property,
              and seeks a court order preventing further contamination and
              monetary damages. The Company does not believe there is any basis
              for the allegations and is vigorously defending the lawsuit.

              The Company's South El Monte manufacturing facility is also
              located over a large area of possibly contaminated regional
              groundwater which is part of the San Gabriel Valley Superfund
              site. The Company has been notified that it is a potentially
              responsible party ("PRP") for the contamination. In 1995, the
              Company was informed that the EPA estimated the cleanup costs for
              the South El Monte's portion of the San Gabriel Valley Superfund
              site to be $30 million. The Company's potential share of such
              amount has not been determined. Superfund PRPs are jointly and
              severally liable for superfund site costs, and are responsible for
              negotiating among themselves the allocation of the costs based on,
              among other things, the outcome of environmental investigation.

              In August 1995 the Company was informed that the EPA entered into
              an Administrative Order of Consent with Cardinal Industrial
              Finishes ("Cardinal") for a PRP lead remedial investigation and
              feasibility study (the "Study") which, the EPA states, will both
              characterize the extent of groundwater contamination in South El
              Monte and analyze alternatives to control the spread of
              contamination. The Company and others have entered into the South
              El Monte Operable Unit Site Participation Agreement with Cardinal
              pursuant to which, among other things, Cardinal will contract with
              an environmental firm to conduct the Study. The Study has been
              completed. The Company's share of the cost of the Study is
              currently $15,000 and was accrued for in the financial statements
              as of September 30, 1995. The South El Monte Operable Unit (SEMOU)
              participants developed four remedial alternatives. The capital
              cost of the four alternatives range from $0 (no action) up to
              $3.49 million. The estimated annual operating cost for the four
              alternatives range from $0 (no action) to $770,300. Over a 30-year
              period, the total cost of the four alternatives range from $0 (no
              action) up to $13.05 million. The EPA prefers an alternative which
              estimates the capital cost up to $3.08 million, the annual
              operating cost at $.48 million, and the 30-year period total cost
              up to approximately $9.09 million. The selection of the actual
              alternative implemented is subject to public comment. At the
              present time, the Company does not know what its share of the cost
              may be, if any. Therefore, no additional accrual has been
              recognized as a liability on the Company's books.

              The City of South El Monte, the city in which the Company has its
              manufacturing facility, is located in the San Gabriel Valley. The
              San Gabriel Valley has been declared a Superfund site. The 1995
              Water Quality Control Plan issued by the California Regional Water
              Quality Control Board states that the primary groundwater basin
              pollutants in the San Gabriel Valley are volatile organic
              compounds from industry, nitrates from subsurface sewage disposal
              and past agricultural activities. In addition, the Plan noted that
              hundreds of underground storage tanks leaking gasoline and other
              toxic chemicals have existed in the San Gabriel Valley. The
              California Department of Toxic Substance Control have declared
              large areas of the San Gabriel Valley to be environmentally
              hazardous and subject to cleanup work.

              The Company believes the City of South El Monte does not appear to
              be located over any of the major plumes. However, the EPA has
              announced it is studying the possibility that, although the vadose
              soil and groundwater, while presenting cleanup problems, there may
              be a contamination by DNAPs (dense non-aqueous phase liquids),
              i.e., "sinkers", usually chlorinated organic cleaning solvents.
              The EPA has proposed to drill six "deep wells" throughout the City
              of South El Monte at an estimated cost of $1,400,000. The EPA is
              conferring with SEMPOA (South El Monte Property Owners
              Association) as to cost sharing on this project. SEMPOA has
              obtained much lower preliminary cost estimates. The outcome cost
              and exact scope of this are unclear at this time.

              The Company and other property owners engaged Geomatrix
              Consultants, Inc., to do a survey of vadose soil and shallow
              groundwater in the "hot spots" detected in the previous studies.
              Geomatrix issued a report dated December 1, 1997 (the "Report"),
              on the impact of volatile organic compounds on the soil and
              groundwater at the Lidcombe and Santa Anita Avenue site located in
              South El Monte, California (which includes the Company's
              facilities). The Report indicated generally low concentrations of
              tetrachloroethene, trichloaethene and trichloroethane in the
              groundwater of the upgradient neighbor. The Report was submitted
              to the RWQCB for its comments and response. A meeting with the
              parties and RWQCB was held on February 10, 1998. The RWQCB had
              advised companies that vadose soil contamination is minimal and
              requires no further action. However, there is an area of shallow
              groundwater which has a higher than desired level of chlorinated
              solvents, and the RWQCB requested a proposed work plan be
              submitted by Geomatrix. Geomatrix has submitted a "Focused
              Feasibility Study" which concludes that there are five possible
              methods for cleanup. The most expensive are for a pump and sewer
              remediation which would cost between $1,406,000 and $1,687,000.
              The Company is actively exploring the less expensive alternative
              remediation methods, of which the two proposed alternatives range
              in cost between $985,000 and $1,284,000. Accordingly, the Company
              has taken

                                       22

<PAGE>


              the average of the two amounts ($985,000 and $1,284,000) as the
              total amount of estimated cost. Since there are four economic
              entities involved, the Company's best estimate at this time, in
              their judgment, would be that their forecasted share would be 25%
              or $284,000 less the liability already recognized on the books
              of $162,000 thereby requiring an additional $122,000 liability.
              Accordingly, the Company recorded an additional accrual of
              $122,000 in the third quarter of fiscal 1998. The $122,000
              accrual is in addition to the $79,000 accrual for the Monterey
              Site as will be explained in the following paragraph. The $79,000
              accrual, in the third quarter of fiscal 1998, related to the
              Monterey Site is not included in the $284,000 figure above. No
              assurances can be given that any of the alternative remediation
              methods will be feasible or that the actual cost to the Company of
              the remediation will not exceed the amount of the Company's
              current accruals of $284,000 (which includes the $122,000 charge
              to income in the third quarter of fiscal 1998).

              Without any prior correspondence or inkling of the Company's
              potential liability, the EPA has recently informed the Company
              that the Company may have potential liability for the ongoing
              remediation of Operating Industries, Inc. (as they have gone out
              of business) Landfill Superfund Site in Monterey Park, California
              (the "Monterey Site"). The Monterey Site is a 190 acre landfill
              that operated from 1948 to 1984, in which the Company disposed of
              non toxic pH balanced waste water on six occasions between 1974
              and 1978. Over 4,000 companies have been identified as having
              contributed waste to the Monterey Site. The EPA has offered to
              settle the Company's potential liability with respect to the
              Monterey Site for a cost to the Company of $79,233. The Company
              accrued a $79,000 charge in the third quarter of fiscal 1998 with
              respect to this possible liability. The Company has elected to
              file for relief from these obligations under the financial
              hardship option in the EPA's response form.

              The Company was recently notified by the EPA that the Company may
              have potential liability for waste material it disposed of at the
              Casmalia Disposal Site ("Site") located on a 252-acre parcel in
              Santa Barbara County, California. The Site was operational from
              1973 to 1989, and over 10,000 separate parties disposed of waste
              there. The EPA stated that federal, state and local governmental
              agencies along with the numerous private entities that used the
              Site for waste disposal will be expected to pay their share as
              part of this settlement. The U.S. EPA is also pursuing the
              owner(s)/operator(s) of the Site to pay for Site remediation. The
              EPA has a settlement offer to the Company with respect to the Site
              for a cost of $373,950. The Company accrued a $374,000 charge in
              the first quarter of fiscal 1999 with respect to this possible
              liability. The Company has elected to file for relief from these
              obligations under the financial hardships option in the EPA's
              response form.

              The total amount of environmental investigation and cleanup costs
              that the Company may incur with respect to the foregoing is not
              known at this time. However, based upon information available to
              the Company at this time, the Company has expensed since 1988 a
              total of $860,000, of which $89,000 were legal fees, exclusive of
              legal fees expended in connection with the SEC environmental
              investigation. The actual costs could differ materially from the
              amounts expensed for environmental investigation and cleanup costs
              to date.

NOTE 11 -     STOCK OPTIONS

              Under the Company's 1985 Employee Incentive Stock Option Plan, as
              amended, common stock options may be granted to officers and other
              key employees for the purchase of up to a total of 580,000 shares
              of common stock of the Company at a price per share equal to its
              fair market value on the date of grant. Options expire five years
              from the date of grant, are contingent upon continued employment
              and become exercisable in equal installments during each of the
              three years beginning eighteen months after the date of grant.

              The following table sets forth the number of shares under option
              and the related option prices at September 30, 1998, and 1999:




<TABLE>
<CAPTION>
                                                                                            OPTION PRICE RANGE
                                                                             NUMBER              PER SHARE
                                                                         -------------      ------------------
              <S>                                                        <C>                <C>
              Outstanding at September 30, 1997 and 1998..............         205,500        $0.50 -- $1.3125
                  Canceled............................................          92,000        $1.3125
                                                                         -------------

              Outstanding at September 30, 1999.......................         113,500        $0.50
                                                                         =============
</TABLE>

              At September 30, 1999, 113,500 shares are eligible to be
              exercised. No additional options can be granted under this plan.

              The 1987 Stock Option Plan was adopted by the Board of Directors
              on January 4, 1988, and was approved by the Company's shareholders
              on March 8, 1988. This Stock Option Plan provides for the granting
              of options to the Company's outside directors for the purchase of
              a total of 50,000 shares of common stock of the Company at a price
              per share equal to the fair market value on the date of grant.
              Options expire five years from the date of grant and become
              exercisable in equal installments during each of the three years
              beginning eighteen months after the date of grant.

              At September 30, 1999, options to purchase 5,000 shares were
              outstanding and 5,000 shares are eligible to be exercised at a
              price of $.50 per share. No additional options can be granted
              under this plan.

                                       23

<PAGE>


              The 1997 Employee Incentive Stock Option Plan was adopted by the
              Board of Directors on January 20, 1997, and was approved by the
              Company's shareholders on March 11, 1997. The Employee Incentive
              Stock Option Plan provides for the granting of options to selected
              officers and key employees of the Company for the purchase of a
              total of 980,000 shares of common stock of the Company at a price
              per share equal to the fair market value on the date of grant.
              Options expire five years from the date of grant.

              Only incentive stock options may be granted under the Employee
              Incentive Stock Option Plan. The price per share of the shares
              subject to each option shall not be less than 100% of the fair
              market value of such stock on the date the stock option is
              granted. Stock options shall not be exercisable until one and
              one-half years from the date of grant. Commencing eighteen (18),
              thirty (30), and forty-two (42) months, respectively, after the
              date of grant, an option may be exercised to the extent of one
              third of the total number of shares to which it relates. Upon a
              change in control of the Company (as defined), all stock options
              granted to any optionee will become fully exercisable. Any stock
              option granted to an employee who at the time the option is
              granted, owns stock representing more than ten percent (10%) of
              the total combined voting power of all classes of stock of the
              Company, will be granted at a price equal to one hundred and ten
              percent (110%) of the fair market value determined as of the date
              the stock option is granted. The Employee Incentive Stock Option
              Plan will expire on December 31, 2006.


              The following table sets forth the number of shares under option
              and the related option price at September 30, 1999:







<TABLE>
<CAPTION>
                                                                                            OPTION PRICE RANGE
                                                                            NUMBER              PER SHARE
                                                                           -------          ------------------
              <S>                                                          <C>              <C>
              Outstanding at September 30, 1998 and 1999..............     980,000          $.16-- $.22
</TABLE>

              As of September 30, 1999, options to purchase 980,000 shares were
              outstanding and 583,000 shares are eligible to be exercised at an
              average price of $.18 per share under the 1997 Employee Incentive
              Stock Option Plan. No additional options can be granted under this
              plan.

              The 1997 Stock Option Plan was adopted by the Board of Directors
              on January 20, 1997, and was approved by the Company's
              shareholders on March 11, 1997. This Stock Option Plan provides
              for the granting of options to the Company's outside directors for
              the purchase of a total of 150,000 shares of common stock of the
              Company at a price per share equal to the fair market value on the
              date of grant. Options expire five years from the date of grant.

              Only nonqualified stock options may be granted under the 1997
              Stock Option Plan. The price per share of the shares subject to
              each option shall not be less than 100% of the fair market value
              of such stock on the date the stock option is granted. Stock
              options shall not be exercisable until one and one-half years from
              the date of grant. Commencing eighteen (18), thirty (30) and
              forty-two (42) months, respectively, after the date of grant, an
              option may be exercised to the extent of one third of the total
              number of shares to which it relates. Upon a change in control of
              the Company (as defined), all stock options granted to any
              optionee will become fully exercisable. The 1997 Stock Option Plan
              will expire on December 31, 2006.


              The following table sets forth the number of shares under option
              and the related option price at September 30, 1999:

<TABLE>
<CAPTION>
                                                                                            OPTION PRICE RANGE
                                                                            NUMBER               PER SHARE
                                                                           -------          ------------------
              <S>                                                          <C>              <C>
              Outstanding at September 30, 1998 and 1999..............     150,000              $.16
</TABLE>

              At September 30, 1999, 100,000 shares are eligible to be exercised
              under the 1997 Stock Option Plan. There are no shares available
              for future grant under the plan as of September 30, 1999.

NOTE 12 -     INCOME TAXES

              As of September 30, 1999, the Company had net operating loss (NOL)
              carryforwards of approximately $10,000,000 for Federal and
              $3,000,000 for California which for tax purposes can be used to
              offset future Federal and California income taxes. The differences
              in the state carryforwards relate primarily to the treatment of
              loss carryforwards and depreciation of property, plant and
              equipment. The Federal carryforwards expire from 2005 through
              2020; California expires from 2000 through 2005. The Company has
              provided an allowance for the entire amount of the deferred asset
              applicable to the NOL.

                                       24


<PAGE>


NOTE 13 -     FOURTH QUARTER RESULTS (UNAUDITED)

              The Company's unaudited operating loss for the fourth quarter,
              ended September 30, 1999, was $90,000. The Company's average loss
              over the prior three quarters (before extraordinary loss), during
              fiscal 1999, was approximately $25,000 per quarter. The fourth
              quarter loss of $90,000 was higher because of the auditor's
              adjustments resulting from the year end physical inventory and an
              accrual of a heretofore contingent liability.

NOTE 14 -     ACQUISITIONS

              On February 17, 1998, the Company purchased certain assets of the
              PAIN-A-LAY(R) throat spray line from Medtech Laboratories, Inc.
              for $70,000. The Company is required to make five payments of
              $14,000 each plus interest at 10% starting 61 days after the
              close. In addition, the Company purchased for cash inventory
              valued at $27,764.

              On September 28, 1998, the Company purchased certain assets of the
              EVAC-U-GEN(R) brand of laxatives from Walker, Corp. & Co., Inc.
              for $234,000. The Company remitted $100,000 at closing and is
              required to make monthly payments of $5,300, plus interest,
              beginning November 25, 1998 and ending September 25, 2001. This
              note is personally guaranteed by the Company's Chairman. The
              interest rate is equal to the highest prime rate during any one
              period. In addition, the Company purchased certain inventories
              from Walker, Corp. & Co., Inc. for $54,500 at closing.

              On October 1, 1998, the Company purchased certain assets of the
              Cheracol(R) cough syrup, Comhist(R) decongestant tablets and
              Entuss(R) expectorant product lines from Roberts Pharmaceutical
              Corporation for $684,934. The Company remitted $600,000 at closing
              and is required to make monthly payments of $3,538, plus interest
              at prime, commencing January 1, 1999, and ending November 1, 2000.
              In addition, the Company purchased certain inventory for $150,800
              for which the Company is required to make monthly payments of
              $6,283, plus interest at prime, commencing January 1, 1999, and
              ending November 1, 2000. In March, 1999 the buyer and seller
              mutually agreed to reduce the purchase price to $666,863 and the
              monthly payments were adjusted from $3,538 to $2,786. The maturity
              date is unchanged.

              On December 1, 1998, the Company purchased certain assets of seven
              over-the-counter products from Numark Laboratories, Inc. for
              $430,000 of which $100,000 was inventory. The Company remitted the
              full $430,000 at closing.

              On April 23, 1999, the Company purchased certain assets of the
              Lady Esther(R) facial cream and powder product line from Numark
              Laboratories, Inc. for $220,000. The Company remitted $220,000 at
              closing. In addition, the Company purchased certain inventory for
              $169,000.

              On June 29, 1999, the Company purchased certain assets of the
              Take-Off(R), pre-moistened makeup remover cloths product line from
              Premier Consumer Products, Inc. and Advanced Polymer Systems, Inc.
              for $1,000,000. The Company remitted $200,000 at closing and is
              required to make monthly payments of $32,000 plus interest at
              prime commencing September 15, 1999 and ending September 15, 2001.
              In addition, the Company purchased certain inventory for
              approximately $70,000.

NOTE 15 -     SUBSEQUENT EVENTS (UNAUDITED)

              On October 29, 1999, the Company and its asset based financing
              lender mutually agreed to modify the Loan and Security Agreement
              whereby the maximum revolving advance was increased to $1,400,000
              from $1,100,000 based on domestic accounts receivable. All other
              terms and conditions of the Agreement remain unchanged.

              On November 15, 1999, the Company purchased certain assets of
              product lines from U.S. Dermatolgics, Inc. which includes Cope(R),
              a tension headache relief tablet, and Astring-o-Sol(R), a
              concentrated mouthwash, for $400,000. The Company has remitted
              $200,000 at closing and is required to make twenty-four equal
              monthly installments of $8,000 plus interest at a rate equal to
              the highest prime rate (published in the Wall Street Journal)
              during the preceding month commencing January 25, 2000 and ending
              on December 25, 2001, and a final payment of all remaining
              principal due on January 25, 2002. Included in the above purchase
              price was certain inventories valued at approximately $60,000.

ITEM 8.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
              ON ACCOUNTING AND FINANCIAL DISCLOSURE.

              Not applicable

                                       25

<PAGE>


PART   III

ITEM 9.       DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
              COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT.

     Directors are elected to serve until the next annual stockholders' meeting
or until their respective successors have been elected and qualified or as
otherwise provided in the bylaws. Set forth below for the current directors and
executive officers are their ages, principal occupations during the past five
years, and the period during which they have served as a director or officer of
the Company.

<TABLE>
<CAPTION>
                                                       A DIRECTOR
                                 POSITIONS HELD        OR OFFICER      PRINCIPAL OCCUPATION
NAME                    AGE      WITH COMPANY          SINCE           DURING THE PAST FIVE YEARS (1)
----                    ---     --------------         ---------- -------------------------------------------------------------
<S>                     <C>     <C>                    <C>        <C>
Dr. Henry L. Lee         73     Director               1971       Chairman  of the  Board  of  Lee  Pharmaceuticals through
                                                                  April  1995  when  he  retired,  available  as  a consultant,
                                                                  currently a Director of the Company

Ronald G. Lee            47     President, Chairman    1977       President  and since April 1995,  Chairman of the Board
                                and Director                      of the Company

Michael L. Agresti       57     Vice President -       1977       Vice President - Finance, Treasurer and Secretary
                                Finance, Treasurer                of the Company
                                and Secretary

William M. Caldwell IV   52     Director               1987       President of Union Jack Group, a merchant
                                                                  banking firm
</TABLE>

         (1) None of the companies named, other than the Company, is a parent,
subsidiary or other affiliate of the Company.

FAMILY RELATIONSHIPS

         Ronald G. Lee is the son of Dr. Henry L. Lee.


ITEM 10.      EXECUTIVE COMPENSATION.

     The following table sets forth information with respect to remuneration
paid by the Company to the executive officers of the Company with total annual
salary and bonus of at least $100,000 for services in all capacities while
acting as officers and directors of the Company during the fiscal years ended
September 30, 1999, 1998, and 1997.

<TABLE>
<CAPTION>
                                            SUMMARY COMPENSATION TABLE
                                            --------------------------
                                                                              LONG TERM
                                                                             COMPENSATION
                                            ANNUAL COMPENSATION                 AWARDS
                                            --------------------------       ------------
NAME AND                                                OTHER ANNUAL                                ALL OTHER
PRINCIPAL POSITION         YEAR       SALARY ($)      COMPENSATION ($)        OPTIONS (#)        COMPENSATION ($)
------------------        ------      ----------      ----------------       ------------        ----------------
<S>                       <S>         <C>             <C>                    <C>                 <C>
Ronald G. Lee              1999          228,854          3,985   (1)              --  (2)               --
   President, Chairman     1998          222,574          3,471   (1)         212,000  (2)               --
   (since April 26, 1995)  1997          220,616          5,617   (1)         568,000  (2)               --
   & Director

</TABLE>

  (1)   Includes reimbursement of medical and dental expenses not covered by the
        Company's insurance plan of $3,985, $3,471, and $5,617, respectively, in
        1999, 1998, and 1997.

  (2)   No stock options were granted during fiscal year 1999. The Company
        granted 212,000 stock options on January 28, 1998 which had an option
        price of $.22 at the date of grant and 568,000 stock options on March
        12, 1997, which had an option price of $.176 at the date of grant.

        Each of the directors of the Company who is not employed by the Company
        receives a director's fee of $750 for each quarter and $500 for each
        meeting of the Board of Directors attended, except Dr. Henry L. Lee. As
        holder of the honorary title of Founder Chairman Dr. Lee waived his
        fees.

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR END OPTION VALUES

<TABLE>
<CAPTION>
                          NUMBER OF UNEXERCISED OPTIONS
                             AT FISCAL YEAR END (#)
                          -----------------------------
NAME                       EXERCISABLE/UNEXERCISABLE
----                      -----------------------------
<S>                       <C>
Ronald G. Lee                    529,333/330,667

</TABLE>

<PAGE>

ITEM 11.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.


     The following table sets forth the persons who, as of November 30, 1999,
were known to the Company to be beneficial owner of more than five percent of
the Company's Common Stock:

<TABLE>
<CAPTION>

                                      NAME AND ADDRESS                  AMOUNT AND NATURE            PERCENTAGE
         TITLE OF CLASS               OF BENEFICIAL OWNER            OF BENEFICIAL OWNERSHIP          OF CLASS
         <S>                          <C>                            <C>                             <C>
         Common Stock                 Ronald G. Lee                      1,648,515 shares  (1)           35%
                                      1444 Santa Anita Avenue
                                      South El Monte, CA 91733

         Common Stock                 Dr. Henry L. Lee                     222,334 shares  (1) (2)        5%
                                      1444 Santa Anita Avenue
                                      South El Monte, CA 91733
</TABLE>

(1)    Includes shares subject to options exercisable at or within 60 days after
       December 31, 1999.

(2)    Includes 28,000 shares of the Company's common stock which Dr. Lee holds
       as trustee for the benefit of certain family members. He has the right to
       vote such shares but otherwise disclaims beneficial ownership.


     The following table sets forth the ownership of the Company's Common Stock
by its directors and its named executive officers and all executive officers and
directors as a group.

<TABLE>
<CAPTION>

                                      NAME OF                           AMOUNT AND NATURE            PERCENTAGE
         TITLE OF CLASS               BENEFICIAL OWNER               OF BENEFICIAL OWNERSHIP          OF CLASS
         <S>                          <C>                            <C>                             <C>
         Common Stock                 Ronald G. Lee                      1,648,515 shares  (1)           35%
         Common Stock                 Dr. Henry L. Lee                     222,334 shares  (2)            5%
         Common Stock                 William M. Caldwell IV                55,000 shares  (1)            1%
         Common Stock                 All officers and directors
                                       as a group (4 persons)            2,107,218 shares  (1) (2)       43%
</TABLE>

(1)    Includes shares subject to options exercisable at or within 60 days after
       December 31, 1999.

(2)    Includes 28,000 shares of the Company's common stock which Dr. Lee holds
       as trustee for the benefit of certain family members. He has the right to
       vote such shares but otherwise disclaims beneficial ownership.

ITEM 12.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The information regarding borrowings from and sale and leaseback
transactions between the Company and it's Chairman of the Board which is
contained in Item 6 and Note 6 of Notes to Financial Statements is incorporated
herein by this reference.

ITEM 13.      EXHIBITS AND REPORTS ON FORM 8-K.

 (a)     Exhibits. The following exhibits have been or are being filed herewith,
         and are numbered in accordance with Item 601 of Regulation S-B:

         The following exhibits are filed herewith:

                  10.46   -  Promissory note evidencing advance made to the
                             Registrant

                  27      -  Financial data schedule

         The following exhibits have previously been filed by the Company:

                   3.1    -  Articles of Incorporation, as amended (1)

                   3.4    -  By-laws, as amended December 20, 1977 (2)

                   3.5    -  Amendment of By-laws effective March 14, 1978 (2)

                   3.6    -  Amendment to By-laws effective November 1, 1980 (3)


                                      27

<PAGE>

                  10.1    -  Qualified Stock Option Plan  including forms of
                             grant (4)

                  10.2    -  1985 Employee Incentive Stock Option Plan (5)

                  10.3    -  Description of bonus agreements between the
                             Registrant and its officers (2)

                  10.4    -  Lease dated December 1, 1990, for the premises
                             located at 1470 Santa Anita Avenue, South El Monte,
                             California (6)

                  10.5    -  Lease dated April 16, 1990, for the premises
                             located  at 1425 and 1427  Lidcombe Avenue,
                             South El Monte, California (6)

                  10.6    -  Lease dated April 16, 1990, for the premises
                             located at 1434 Santa Anita Avenue, South
                             El Monte, California (6)

                  10.7    -  Lease dated April 16, 1990, for the premises
                             located at 1460 Santa Anita Avenue, South
                             El Monte, California (6)

                  10.8    -  Lease dated April 16, 1990, for the premises
                             located at 1457 Lidcombe, South El Monte,
                             California (6)

                  10.9    -  Lease dated April 16, 1990, for the premises
                             located at 1500 Santa Anita Avenue, South El Monte,
                             California (6)

                  10.10   -  Lease dated April 16, 1990, for the premises
                             located at 1516 Santa Anita Avenue, South El Monte,
                             California (6)

                  10.11   -  Lease dated March 1, 1991, for the premises
                             located at 1444 Santa Anita Avenue, South El Monte,
                             California (6)

                  10.12   -  Lease dated March 1, 1991, for the premises
                             located at 1445 Lidcombe Avenue, South El Monte,
                             California (7)

                  10.13   -  Promissory notes which were amended in September
                             1992 evidencing advances by the Registrant's
                             officers and directors (8)

                  10.14   -  Promissory notes which were amended in September
                             1994 evidencing advances by the Registrant's
                             officers and directors (9)

                  10.15   -  Promissory notes evidencing advances made to the
                             Registrant's officers and directors (9)

                  10.16   -  Promissory notes evidencing advances made to the
                             Registrant (9)

                  10.17   -  Promissory notes which were amended in January 1995
                             evidencing advances by the Registrant's officers
                             and directors (10)

                  10.18   -  Promissory notes evidencing advances made by the
                             Registrant's officers and directors (10)

                  10.19   -  Promissory notes which were amended in July 1995
                             evidencing advances made to the Registrant (10)

                  10.20   -  Royalty agreement dated August 31, 1994, between
                             Lee Pharmaceuticals and The Fleetwood Company,
                             regarding a brand acquisition (10)

                  10.21   -  Royalty agreement dated October 4, 1988, between
                             Lee Pharmaceuticals and Roberts Proprietaries, Inc.
                             regarding a brand acquisition (10)

                  10.22   -  Note payable to bank dated April 26, 1996,
                             between Lee Pharmaceuticals and San Gabriel Valley
                             Bank, secured by the deed on land and building (11)

                  10.23   -  Loan and security agreement dated May 21, 1996,
                             between Lee Pharmaceuticals and Preferred Business
                             Credit, Inc. regarding a revolving credit facility
                             financing (11)

                  10.24   -  Secured promissory note dated September 17, 1996,
                             between Lee Pharmaceuticals and Preferred Business
                             Credit, Inc. (12)

                  10.25   -  Promissory notes evidencing advances made by the
                             Registrant (12)

                  10.26   -  Promissory notes which were amended in July 1996
                             evidencing advances made to the Registrant (12)


                                      28

<PAGE>


                  10.27   -  Sublease dated November 22, 1995, for the premises
                             located at 1460 Santa Anita Avenue, South El Monte,
                             California (12)

                  10.28   -  Sublease dated June 11, 1996, for the premises
                             located at 1470 Santa Anita Avenue, South El Monte,
                             California (12)

                  10.29   -  Lease dated December 1, 1995, for the premises
                             located at 1444 Santa Anita Avenue, South El Monte,
                             California (12)

                  10.30   -  Lease dated December 1, 1995, for the premises
                             located at 1445 Lidcombe Avenue, South El Monte,
                             California (12)

                  10.31   -  1997 Employee Incentive Stock Option Plan (13)

                  10.32   -  1997 Stock Option Plan (13)

                  10.33   -  Promissory note which was amended in October 1997
                             evidencing advances made to the Registrant (14)

                  10.34   -  Promissory notes which were amended (modified) in
                             December 1997 evidencing advances made to the
                             Registrant (14)

                  10.35   -  Modification of loan and security agreement dated
                             September 10, 1997, between Lee Pharmaceuticals and
                             Preferred Business Credit, Inc. (14)

                  10.36   -  Promissory note which was amended in February 1997
                             evidencing advances made to the Registrant (14)

                  10.37   -  Secured promissory note dated October 21, 1996,
                             between Lee Pharmaceuticals and Roberts
                             Laboratories, Inc. (14)

                  10.38   -  Promissory note evidencing advance made to the
                             Registrant (15)

                  10.39   -  Promissory note evidencing advance made to the
                             Registrant (15)

                  10.40   -  Modification of loan and security agreement dated
                             May 21, 1996, between Lee Pharmaceuticals and
                             Preferred Business Credit, Inc. regarding a
                             revolving credit facility financing (16)

                  10.41   -  Modification of secured promissory note dated
                             August 29, 1997, between Lee Pharmaceuticals and
                             Preferred Business Credit, Inc. (16)

                  10.42   -  Secured promissory note dated May 15, 1998,
                             between Lee Pharmaceuticals and Preferred Business
                             Credit, Inc. (16)

                  10.43   -  Continuing guaranty dated May 15, 1998, between
                             Lee Pharmaceuticals and Preferred Business Credit,
                             Inc. (16)

                  10.44   -  Asset Purchase and Sale Agreement dated June 29,
                             1999, between Lee Pharmaceuticals (buyer) and
                             Premier Consumer Products, Inc. (seller) and
                             Advanced Polymer Systems, Inc., regarding a brand
                             acquisition (17)

                  10.45   -  Promissory note evidencing advance made to the
                             Registrant (17)


                                      29

<PAGE>

              (1)   Filed as an Exhibit of the same number with the Company's
                    Form S-1 Registration Statement filed with the Securities
                    and Exchange Commission on February 5, 1973, (Registrant No.
                    2-47005), and incorporated herein by reference.

              (2)   Filed as Exhibits 3.4, 3.5 and 13.18 with the Company's Form
                    10-K Annual Report for the fiscal year ended September 30,
                    1978, filed with the Securities and Exchange Commission in
                    December 1978 and incorporated herein by reference.

              (3)   Filed as an Exhibit of the same number with the Company's
                    Form 10-K Annual Report for the fiscal year ended September
                    30, 1979, filed with the Securities and Exchange Commission
                    in December 1979 and incorporated herein by reference.

              (4)   Filed as Exhibit 5.1 with the Company's Form 10-K Annual
                    Report for the fiscal year ended September 30, 1973, filed
                    with the Securities and Exchange Commission in December 1973
                    and incorporated herein by reference.

              (5)   Filed as Exhibits 13.27 and 13.28 with the Company's Form
                    10-K Annual Report for the fiscal year ended September 30,
                    1986, filed with the Securities and Exchange Commission in
                    December 1986 and incorporated herein by reference.

              (6)   Filed as Exhibit 13.31 with the Company's Form 10-K Annual
                    Report for the fiscal year ended September 30, 1990, filed
                    with the Securities and Exchange Commission in December 1990
                    and incorporated herein by reference.

              (7)   Filed as Exhibit 13.32 with the Company's Form 10-K Annual
                    Report for the fiscal year ended September 30, 1991, filed
                    with the Securities and Exchange Commission in December 1991
                    and incorporated herein by reference.

              (8)   Filed as Exhibit 13.33 with the Company's Form 10-K Annual
                    Report for the fiscal year ended September 30, 1992, filed
                    with the Securities and Exchange Commission in December 1992
                    and incorporated herein by reference.

              (9)   Filed as Exhibits 10.14, 10.15, and 10.16 with the Company's
                    Form 10-KSB Annual Report for the fiscal year ended
                    September 30, 1994, filed with the Securities and Exchange
                    Commission in December 1994 and incorporated herein by
                    reference.

             (10)   Filed as Exhibits 10.17, 10.18, 10.19, 10.20, and 10.21 with
                    the Company's Form 10-KSB Annual Report for the fiscal year
                    ended September 30, 1995, filed with the Securities and
                    Exchange Commission in December 1995 and incorporated herein
                    by reference.

             (11)   Filed as Exhibits 10.22 and 10.23 with the Company's Form
                    10-QSB Quarterly Report for the nine months ended June 30,
                    1996, filed with the Securities and Exchange Commission in
                    August 1996 and incorporated herein by reference.

             (12)   Filed as exhibits 10.24, 10.25, 10.26, 10.27, 10.28, 10.29,
                    and 10.30 with the Company's Form 10-KSB Annual Report for
                    the fiscal year ended September 30, 1996, filed with the
                    Securities and Exchange Commission in December 1996 and
                    incorporated herein by reference.

             (13)   Included as an attachment to the Company's definitive Proxy
                    Statement to shareholders for the meeting dated March 11,
                    1997 and incorporated herein by reference.

             (14)   Filed as exhibits 10.33, 10.34, 10.35, 10.36, and 10.37 with
                    the Company's Form 10-KSB Annual Report for the fiscal year
                    ended September 30, 1997, filed with the Securities and
                    Exchange Commission in December 1997 and incorporated herein
                    by reference.

             (15)   Filed as Exhibits 10.37 and 10.38 with the Company's Form
                    10-QSB Quarterly Report for the three months ended December
                    31, 1997, filed with the Securities and Exchange Commission
                    in February 1998 and incorporated herein by reference.

             (16)   Filed as Exhibits 10.1, 10.2, 10.3, and 10.4 with the
                    Company's Form 10-QSB Quarterly Report for the nine months
                    ended June 30, 1998, filed with the Securities and Exchange
                    Commission in August 1998 and incorporated herein by
                    reference.

             (17)   Filed as Exhibits 10.1 and 10.2 with the Company's Form
                    10-QSB Quarterly Report for the nine months ended June 30,
                    1999, filed with the Securities and Exchange Commission in
                    August 1999 and incorporated herein by reference.

 (b)     Reports on Form 8-K:

         None


                                      30


<PAGE>

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
   of 1934, the registrant has duly caused this report to be signed on its
   behalf by the undersigned, thereunto duly authorized.

                              LEE PHARMACEUTICALS



   Date:    DECEMBER 22, 1999                RONALD G. LEE
         ------------------------            -------------------------------
                                             Ronald G. Lee
                                             Chairman of the Board and President


         In accordance with the Securities Exchange Act of 1934, this report has
   been signed by the following persons on behalf of the registrant and in the
   capacities and on the dates indicated.



   Date:     DECEMBER 22, 1999               RONALD G. LEE
         ------------------------            -------------------------------
                                             Ronald G. Lee
                                             Chairman of the Board & President
                                             (Principal Executive,  Financial
                                             and Accounting Officer)
                                             and Director

   Date:     DECEMBER 22, 1999               HENRY L. LEE, JR.
         ------------------------            -------------------------------
                                             Henry L. Lee, Jr.
                                             Director

   Date:     DECEMBER 22, 1999               WILLIAM M. CALDWELL IV
         ------------------------            -------------------------------
                                             William M. Caldwell IV
                                             Director


                                      31