UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
                        FOR ANNUAL AND TRANSITION REPORTS
                        PURSUANT TO SECTIONS 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the Fiscal year ended DECEMBER 31, 2000 or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from ________ to ________.

                          Commission file Number 0-6333

                            HYDRON TECHNOLOGIES, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         New York                                                13-1574215
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

1001 Yamato Road, Suite 403, Boca Raton, Florida                         33431
------------------------------------------------                      ----------
    (Address of principal executive offices)                          (Zip Code)

       Registrant's telephone number, including area code: (561) 994-6191
                                                           --------------

        Securities registered pursuant to Section 12(b) of the Act: NONE
                                                                    ----

           Securities registered pursuant to Section 12(g) of the Act:
                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                     --------------------------------------
                                (Title of Class)

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [ ] NO [X]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein and will not be contained, to
the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any other
amendment to this Form 10-K. [ ]

         The aggregate market value of the voting stock held by non-affiliates
of the Registrant was $864,906 based upon the closing price of $0.19 on March
15, 2001.

  Number of shares of Common Stock outstanding as of March 15, 2001: 4,975,136

                   Documents Incorporated by Reference: NONE

<PAGE>

                                     PART I

ITEM 1.  BUSINESS

Introduction

         Hydron Technologies, Inc. ("the Company"), a New York corporation
organized on January 30, 1948, maintains its principal office at 1001 Yamato
Road, Suite 403, Boca Raton, Florida 33431 and its telephone number is (561)
994-6191.

         The Company markets a broad range of consumer and oral health care
products using a moisture-attracting ingredient (the "Hydron(R) polymers"), and
owns a non-prescription drug delivery system for topically applied
pharmaceuticals, which uses such polymer. The Company holds U.S. and
international patents on, what Management believes is, the only known
cosmetically acceptable method to suspend the Hydron polymer in a stable
emulsion for use in personal care/cosmetic products. The Company has
concentrated its sales and development activities primarily on the application
of these biocompatible, hydrophilic polymers in various personal care/cosmetic
products for consumers and, to a lesser extent, oral care products for dental
professionals. The Company is developing other personal care/cosmetic products
for consumers using its patented technology. The Company intends to continue to
explore the efficacy of using its technology as a topical drug delivery system
and would, when appropriate, either seek licensing arrangements with third
parties, or develop and market proprietary products through its own efforts.
Management believes that, because of their unique properties, products that
utilize Hydron polymers have the potential for wide acceptance in consumer and
professional health care markets.

Consumer Products

         The Company has been engaged in the development of various consumer
products using Hydron polymers since 1986. The Company's products are designed
to address concerns about aging, and include Hydron skin care, hair care, bath
and body and sun care.

         The Company currently has thirty-nine individual products available in
the following product lines: skin care (22 products), hair care (7 products),
bath and body (8 products) and sun care (2 products). These products are also
packaged into collections and sold at a higher value. A number of the products
are presently being sold to and marketed by Home Shopping Club LP ("HSN") and
its subsidiary Home Shopping Espanol (HSE). All of the products are sold
directly by the Company to consumers through the Company's Hydron Catalog and
Website WWW.HYDRON.COM ("Catalog").

         Management believes that the Company's product lines are unique and
offer the following competitive benefits: the moisturizers self-adjust to match
the skin's optimal pH balance soon after they are applied to the skin; they
become water-insoluble on the skin's surface, and unlike all other water-based
cremes and lotions, are not removed by the skin's perspiration or plain water;

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<PAGE>

they are oxygen-permeable, allow the skin to breathe and leave no greasy
after-feel; they do not emulsify the skin's natural moisturizing agents, as do
conventional cremes and lotions; and they attract and hold water, creating a
cushion of moisture on the skin's surface that promotes penetration of other
beneficial product ingredients. The Company's products are dermatologist tested
and approved for all skin types. Products for use around the eye area are also
ophthalmologist tested and safe for contact lens wearers. Most of the Company's
moisturizing products are based on the Company's patented emulsion system, which
permits the product ingredients to deliver their intended benefits over an
extended period of time and in a more efficient manner. See "Patented
Technology."

Professional Products

         The Company has also developed and markets a group of Hydron
polymer-based products for dental professionals under the Hydrocryl(R) brand
name. These include a heat cured material used in the manufacture of dentures,
as well as cold cure kits used in connection with the relining or repairing of
existing Hydrocryl or conventional acrylic dentures that is necessitated by the
continual changes that occur in the tissue structure of the mouth. Management
believes that the hydrophilic, or moisture attracting properties, of these
Hydron polymer-based products give them competitive advantages over conventional
acrylic dentures and denture repair kits, which are not hydrophilic. Sales of
Hydrocryl brand name products were minimal in Fiscal 2000, Fiscal 1999 and
Fiscal 1998.

Topical Drug Delivery System

         Management believes that the Company's patented Hydron emulsion system
can enhance the effectiveness of over-the-counter medications applied to the
skin. The system is designed to deposit a uniform film on the skin's surface and
to have a relatively low affinity for the drug associated with the application.
The emulsion system is moisture-resistant so that it is not degraded by
perspiration or sebaceous oils, but is oxygen permeable. Management believes
that the Hydron system has a number of advantages over traditional lotions as it
promotes hydration of the stratum corneum, which improves penetration into the
skin's pores, and has good tactility and flexibility. The system has also been
developed to be free from greasiness, brittleness, tackiness, gumminess or
oiliness, to make it comfortable on the skin and to be resistant to inks, dyes,
oils and other materials with which the treated skin may come in contact. The
Company intends to continue to explore the efficacy of using its technology as a
topical drug delivery system and would, when appropriate, either seek licensing
arrangements with third parties, or develop and market proprietary products
through its own efforts.

                                       3

<PAGE>

MARKETING AND DISTRIBUTION AGREEMENTS

         - Home Shopping Club LP (HSN)

         Effective September 1, 1999, the Company entered into a marketing and
distribution agreement (the "Home Shopping Agreement") with HSN that grants HSN
an exclusive worldwide license to market and distribute certain of the Company's
proprietary consumer products through various forms of electronic retailing. The
Home Shopping Agreement also grants HSN a non-exclusive license to market Hydron
products through all other methods of distribution in certain countries outside
the United States.

         Under the terms of the Home Shopping Agreement, HSN was required to
make specified product purchases during the period ending 12 months following
the date on which the products first aired on HSN's television programs. Should
HSN have exceeded a certain threshold amount in retail sales of Hydron products
to consumers during the first twelve months, it was required to make specified
product purchases during the second 12 months following the date of the first
airing. The term of the Home Shopping Agreement may be automatically renewed
after the Initial Term (two years after date of the first airing) for an
indefinite number of successive one-year periods, subject to HSN's achieving
certain escalating threshold levels in product purchases. However, beginning in
the third contract year, HSN will no longer be required to meet specified
product purchases, except to maintain exclusivity.

         The Company launched its products on HSN's television network on
September 16, 1999. Hydron products have since been featured in "Hydron Skin
Care Solutions" hours during 7 of the first 12 months of the Home Shopping
Agreement. While HSN has not met its purchase commitment for the first 12
months, Management is continuing to work with HSN to increase sales through
their network in 2001.

         In November 2000 the Company also began marketing on HSE, the Spanish
language subsidiary of HSN. Hydron has secured a two-year agreement with Home
Shopping Espanol (HSE), a rapidly expanding division of Home Shopping, L.P., to
air Hydron products on HSE's Spanish-language television shopping programming in
the Untied States and internationally. Hydron has retained Charytin Goyco, a
well-known Latin celebrity, as Spokesperson for the Latin American Market for
the same two-year period. The HSE program has already expanded beyond the US
border to include Puerto Rico. Further HSE International expansion is
anticipated in the first half of 2001.

         In addition to selling Hydron products on-air, HSN and HSE provide
brand development, and marketing promotion and support for the products,
including direct mail, sampling, outbound telemarketing, package inserts,
advertising and publicity programs, the costs and expenses of which are shared
by the Company.

         In November 1996, the Company opened a new channel of distribution for
Hydron products with the launch of its proprietary Catalog. This full color
Catalog offers the Company's personal care products for sale directly to
consumers. The Catalog also provides information on new Hydron products,
educates consumers on proper skin and hair care and facilitates re-ordering. The
Company is currently exploring new ways to enhance Catalog sales and operations.

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<PAGE>

Although Management believes that there are other avenues for selling its
products, including the Hydron catalog, the loss of HSN as a customer would have
a material adverse effect on the Company's business.

         - QVC, Inc.

         The Company entered into a license agreement with QVC, Inc. (QVC) in
1993 ("QVC License Agreement"), whereby QVC was granted exclusive rights to
market and distribute the Company's proprietary consumer products using Hydron
polymers in the Western Hemisphere. In 1996, the Company and QVC modified the
QVC License Agreement ("Amended License Agreement"), whereby the Company
reacquired certain retail marketing rights to the Hydron product line. Effective
May 31, 1999, the Company terminated the Renegotiated License Agreement as a
result of QVC's failure to satisfy the annual minimum product purchase
requirements for the period ended May 31, 1999. The Company continues to sell
certain products to QVC, on a non-exclusive basis, so that QVC can resell these
products to their customers who had previously purchased the products and wish
to re-order Hydron products.

Marketing and Sales

         The majority of the Company's products are currently sold in the United
States exclusively through direct response television and catalog sales, and on
a minor level, internationally through salons and doctors offices. During the
Fiscal year ended December 31, 2000 ("Fiscal 2000"), approximately half of the
Company's sales were made through HSN and QVC, the world's largest electronic
retailers, pursuant to the respective license agreements. See "Marketing and
Distribution Agreements." The balance of sales was made through the Company's
catalog operation.

         - Direct Response Television

         Management believes that marketing Hydron products through direct
response television affords the Company several advantages over conventional
in-store retailing, including: cash flow that enables the Company to finance,
internally, product development and new marketing activities, the ability to
take advantage of time-sensitive opportunities by moving products to market
quickly, and the ability to conduct real time market research, which can allow
Management to make marketing decisions quickly and cost effectively.

         The Company's personal care products are presently marketed through
direct response television in the United States exclusively by HSN, whose
programming is transmitted live on cable television to approximately seventy
million homes. Sales of the Company's products to HSN & QVC accounted for

                                       5

<PAGE>

approximately 50%, 68%, 79%, 82%, and 97% of the Company's total sales for
Fiscal 2000, 1999, 1998, 1997, and 1996, respectively. Although Management
believes that there are other avenues for selling its products, including
attempting to expand its Catalog base by utilizing various marketing methods,
the inability to sell through direct response television would have a material
adverse effect on the Company's business.

         Hydron products had been marketed on QVC through regularly scheduled
hour-long programs from April 1994 through May 1999. Hydron products have been
marketed through HSN through hour-long programs since September 1999. The
hour-long live broadcasts generally feature most currently available products,
which are sold individually or in collections (packaging of products in various
combinations). The majority of Hydron products are sold in connection with
on-air marketing, although customers may purchase the products outside of these
hour-long programs. Such off-air or back-end sales are considered primarily
re-order business.

         Retail sales of Hydron products by HSN are affected primarily by the
amount of hours provided, the quality of such hours (e.g., time of day or day of
the week), new product introductions, competitive products offered and the
effectiveness of the host and spokesperson.

         In Fiscal 2000, the Company focused on re-establishing its core items
on-air with HSN and launching its core line to Latin consumers through HSE. As
of December 2000 the products marketed by Hydron consisted of skin care (22
sku's), hair care (7 sku's), bath and body (8 sku's) and sun care (2 sku's).
Most of these products can be purchased on HSN individually or in kits or
collections. The Company constantly reviews its product lines and is now
emphasizing the skin care line of products to a greater extent.

         - Catalog Sales

         In November 1996, the Company opened a new channel of distribution for
Hydron products with the launch of its proprietary Catalog. This full color
Catalog offers the Company's personal care products for sale directly to
consumers. The Catalog also provides information on new Hydron products,
educates consumers on proper skin and hair care and facilitates re-ordering. The
Company is currently exploring new ways to enhance Catalog sales and operations.

         The Hydron Catalog customer base was significantly expanded in Fiscal
2000 through a variety of marketing programs targeted at developing and
retaining new customers. Over the past 12 months, the catalog customer base was
expanded from 5,700 customers in Fiscal 1999 to over 7,500 customers in Fiscal
2000. Management is continuing to test various cost-effective direct marketing
methods that can be used to acquire new customers, and enhance the purchasing
frequency of the Company's current customers.

                                       6

<PAGE>

         -Infomercial

         In 1997, the Company, through its wholly-owned subsidiary, Hydron
Direct, Inc., entered into an agreement with QDirect Ventures, Inc., an
affiliate of QVC, Inc., to form a new joint venture, known as New Hydromercial
Partners ("Infomercial Partnership"), to promote and sell the Company's Hydron
polymer-based skin care products through a thirty-minute commercial
("Infomercial"), which the Infomercial Partnership produced. Although the
Infomercial is not currently being aired, it had been shown on regional and
national cable networks, at various times, since September 1995. The partnership
has been terminated and residual equity has been distributed. Hydron has access
to the partnership's 25,000 customers and is marketing direct to these
customers.

         - Alternative Channels of Distribution

         In addition to the Company's Catalog operations, the Company intends to
seek alternative channels of distribution for its products, such as private
labeling, international and retail.

         The Company has an agreement with an Australian-based health and beauty
products distributor, Doctors Formula Pty. Ltd., to market Hydron products in
retail salon stores and medical offices in Australia and New Zealand. Sales to
Doctors Formula Pty. Ltd. have been minimal to date.

Agreement with National Patent

         Pursuant to the terms of an agreement ("Patent Agreement") with
National Patent Development Corporation ("National Patent"), the Company has the
exclusive worldwide rights to market products using Hydron polymers in the oral
health, personal care/cosmetic and other consumer product fields, the areas in
which the Company has been concentrating its research and development efforts.
The Company also has exclusive worldwide rights to utilize Hydron polymers in
its topical delivery system for non-prescription drugs only. National Patent has
the exclusive worldwide rights to market prescription drugs and medical devices
using Hydron polymers. Furthermore, each Company has the right to exploit
products with Hydron polymers not in the other's exclusive fields.

         The Patent Agreement requires the Company to pay a 5% royalty to
National Patent based on the net sales of products containing the Hydron
polymer. Additionally, National Patent is required to pay the Company a 5%
royalty on its net sales of Hydron polymer-based products, except with respect
to certain excluded products. In the area of prescription and nonprescription
drugs using Hydron polymers as a drug release mechanism, both the Company and
National Patent have agreed to pay the other a royalty equal to 5% of net sales
received from third parties with regard to such products developed. In addition,
each will pay the other 25% of any up-front license fees, royalties or similar
payments received from third parties with regard to such products developed in
the area of nonprescription drugs. For the years ended December 31, 2000, 1999,

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1998, 1997 and 1996, the Company paid or accrued royalties to National Patent of
approximately $104,000, $130,000, $190,000, $330,000, and $387,000,
respectively. The Company has not received any royalties from National Patent
during these periods.

Foreign Operations

         Direct foreign sales by the Company have never been significant as a
percentage of consolidated net sales. From 1995 to 1997, the Company marketed
its products in Europe through a QVC affiliate in the United Kingdom. In 1996,
the Company signed an agreement for conventional retail sales with Doctors
Formula Pty. Ltd., an Australia-based health and beauty products distributor.

         The Company is currently working with HSN's international subsidiary
HSE to include its Spanish language show in the United States and Puerto Rico.
It is anticipated HSE will eventually expand to Mexico, Latin America and South
America. Management is also reviewing other opportunities to exploit its
consumer products through various retail marketing and distribution methods in
regions not covered under agreements with HSN.

Manufacturing and Raw Materials

         Hydron polymer-based products are manufactured exclusively for the
Company by independent third parties. The Company has used principally two
manufacturers of cosmetic products because of the quality of their production
and reasonable costs. To date, contract manufacturing has allowed the Company to
meet inventory requirements in a timely manner. All raw material and packaging
components for the Company's consumer and professional product lines are readily
available to the Company from a variety of sources.

         The Company is not dependent on any sole manufacturer except National
Patent, which has agreed to make the Hydron polymer available to the Company as
needed, and to provide the Company with all manufacturing procedures, including
know-how, and render necessary and reasonable technical assistance should
National Patent be unable to meet the Company's requirements for the Hydron
polymer. The loss of National Patent as a supplier or a reduction in the
availability of the Hydron polymer would have a material adverse effect on the
Company's business.

Inventory

         The Company did not have any backorder of firm booked orders as of
December 31, 2000, and generally delivers its orders within two weeks of the
date orders are booked. Although the Company's business in not seasonal, orders
are placed by HSN after it determines it's programming, and therefore,
fluctuations in the Company's sales may occur on a monthly and quarterly basis.
Orders placed by the Company's Catalog customers are generally shipped within
two days of the placement of the order.

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Research and Development

         Management anticipates completing development of products initiated
during 2000. The Company expects to focus research and development resources on
additional Hydron polymer-based products as well as other proprietary
technology-based products as determined by Management's assessment of consumer
demand. The Company's research and development efforts during Fiscal 2000
continued to achieve greater diversification among the Company's product lines
by broadening the brand's appeal primarily to the aging baby boomer marketplace.
During Fiscal 2000, the Company's contract research and development program
advanced two new technologies: an adult acne line (5 products) based on
proprietary delivery technology that is believed to be superior to the current
market competition, and seminal research into skin anti-aging treatment, wound
treatment and healing.

         These efforts ultimately include product formulation, packaging design
and prototypes, extensive product safety and stability testing conducted by
dermatologists, along with non-comedogenicity tests where appropriate, certain
efficacy studies to support product claims, and consumer focus groups and panel
tests. Charles Fox, a consultant and a former member of the Company's Board of
Directors from September 1997 to October 1998, leads the Company's research and
development. Mr. Fox was formerly director of product development for Warner
Lambert Company's personal products division and president of the Society of
Cosmetic Chemists.

Patented Technology

         The Company strongly believes that technology and patent protection are
essential to providing a sound foundation for a new product. During 1999 the
Company was granted U.S. Patent No. 5,879,684 for its Line Smoothing Complex
formula. This product has been clinically shown to reduce fine lines and
wrinkles. The patent has an expiration date of April 11, 2017. In addition to
owning certain non-material patents relating to personal care products, the
Company was granted U.S. Patent No. 4,883,659, dated November 28, 1989, and U.S.
Patent No. 5,039,516, dated August 13, 1991, which cover a stable moisturizing
emulsion containing an unusual emulsifying agent, as well as the Hydron polymer
and a unique combination of ingredients. These patents have expiration dates of
November 28, 2006 and August 13, 2008, respectively.

         The Company also holds patents in numerous other countries, for its
emulsification process. The Hydron Polymer, utilized in cosmetic emulsions,
creates a thin moisture-attracting film that is non-greasy; is not dissolved by
sebaceous oils or perspiration; does not emulsify the skin's natural oils and
humectants; and allows the skin to breathe (i.e., it is air and moisture
permeable). The film is insoluble in water and resistant to rub-off, but can
easily be removed with cleanser and water.

         In 2000, the Company discovered that the emulsion system also adjusts
pH on the skin to match the pH of the stratum corneum, the skin's surface layer.
It is evident in recent skin research that the pH range of Hydron is essential
for contributing to the skin's natural healing process and enzyme production
responsible for rebuilding the skin's lipid barrier.

                                       9

<PAGE>

         The Company's Management believes that there are no competitive
cosmetic products with this combination of properties. Applications for the
Hydron polymer and the Company's patented technology in the cosmetics and
pharmaceutical industries include more effective and prolonged delivery of
moisturizing agents to the skin; enhanced flavor and scent releasing components;
and a delivery system for topically applied over-the-counter medications which
may enhance the penetration of active ingredients to the skin by holding them on
the skin longer, in a moist environment.

Government Regulation

         All of the Company's skin care, hair care, and bath and body products
are "cosmetics" as that term is defined under the Federal Food, Drug and
Cosmetics Act ("FDC Act"), and must comply with the labeling requirements of the
FDC Act, the Fair Packaging and Labeling Act ("FPL Act"), and the regulations
thereunder. Certain of the Company's products (i.e. its topical analgesic and
products that contain a sunscreen or triclosan) are also classified as
over-the-counter drugs. Additional regulatory requirements for such products
include additional labeling requirements, registration of the manufacturer and
semiannual update of the drug list. Management believes that it is in compliance
with these requirements and that it faces no material costs associated with such
compliance.

Competition

         The skin care business is characterized by vigorous competition
throughout the world. Product recognition, quality, performance and price have
significant influence on customers' choices among competing products and brands.
Advertising, promotion, merchandising, the pace and timing of new product
introductions and line extensions also have a significant impact on the consumer
buying decisions. The Company competes against a number of marketers of skin
care products, some of which have substantially greater resources than the
Company. Although the Company is in competition with all skin care brands,
direct competition in electronic retailing and catalog sales includes Principal
Secret, ProActiv, Physician's Advice, Susan Lucci, Signature Club A, Marilyn
Miglin, Dr. Graff, Jennifer Flaven-Stallone's Serious Skin Care.

Seasonality

         The Company's results of operations are not subject to seasonal
fluctuations.

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<PAGE>

Employees

         The Company satisfies its human resource needs utilizing an outsourcing
firm that provides all administrative services relating to payroll, personnel
and employee benefits. Management continues to hire, fire, set pay rates and
supervise its staff. This arrangement enables the Company to reduce its
administrative and benefits costs relating to employees. The Company currently
has nine full time positions.

ITEM 2.  PROPERTIES

         The Company maintains its offices at Yamato Office Center, 1001 Yamato
Road, Suite 403, Boca Raton, Florida 33431. The lease on this office space
(5,500 square feet) expires in September 2001 and requires monthly rent of
approximately $8,300, including taxes and common area expenses, subject to
increases in the Consumer Price Index and other increases in taxes and common
area expenses over set amounts. The Company subleases approximately 1,500 square
feet of this office to an independent third party for $2,800 per month, under
terms similar to the Company's lease.

         In August, 2000, the Company did not renew its lease for its main
warehouse of approximately 31,000 square feet at 95 Mayhill Street, Saddle
Brook, New Jersey 07663. The monthly rent was approximately $14,000. The Company
moved the majority of its finished goods and components to a public warehouse at
14-01 Maple Avenue, Fair Lawn, New Jersey 07410 with a monthly rent typically
below $4,000 per month.

         In addition, the Company moved out of its local warehouse space, of
approximately 3,200 square feet, at 1120 Holland Drive, Suites 9 and 19, Boca
Raton, Florida 33487, pursuant to a lease that expired in April 2000, at a
monthly rent of approximately $2,900. This warehouse was subleased in April 1999
to an independent third party under terms similar to the original lease
including the required rent and other payments. The Company no longer has any
obligation under either lease.

         Management believes that the current facilities are satisfactory for
its present needs.

ITEM 3.  LEGAL PROCEEDINGS

         The Company is not a party to, and its property is not the subject of,
any material pending legal proceedings.

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

         No matters were submitted to a vote of security holders during the
quarter ended December 31, 2000.

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                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

         The Company's Common Stock trades on the NASDAQ Bulletin Board Market
tier of the NASDAQ Stock Market (the "NASDAQ BB Market") under the symbol HTEC.
The following tables indicate the high and low closing prices for the Company's
Common Stock (restated for the one-for-five reverse stock split effective
October 19, 1998), as reported by the NASDAQ Stock Market.

  Fiscal 2000                  High Closing Price         Low Closing Price
  -----------                  ------------------         -----------------
Fourth Quarter                      $   .281                   $   .125
Third Quarter                           .406                       .125
Second Quarter                          .469                       .188
First Quarter                           .625                       .375

  Fiscal 1999                  High Closing Price         Low Closing Price
  -----------                  ------------------         -----------------
Fourth Quarter                      $   .844                   $   .437
Third Quarter                           .906                       .562
Second Quarter                         1.250                       .500
First Quarter                          1.062                       .500


         As of March 28, 2001, there were approximately 3,952 record holders of
the Company's Common Stock. The Board of Directors will determine the payment of
dividends in the future in light of conditions then existing, including the
Company's earnings and financial condition.

ITEM 6.  SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                       Fiscal Years Ended December 31,
                                                       -------------------------------
                                      2000           1999            1998            1997            1996
                                      ----           ----            ----            ----            ----

<S>                              <C>             <C>             <C>             <C>             <C>
Net Sales                        $  2,081,568    $  2,593,448    $  3,983,303    $  7,305,154    $  8,112,672
Distribution Agreement Expense             --              --              --              --       3,149,718
Operating Income (Loss)              (946,771)     (3,064,189)     (2,067,349)     (2,849,790)     (2,997,070)
Interest and Investment Income         20,945          80,860         144,203         211,371         308,998
Net Income (Loss)                    (923,632)     (2,974,142)     (1,882,667)     (2,588,492)     (2,823,977)
Basic & Diluted Earnings
   (Loss) per Common Share               (.19)           (.60)           (.38)           (.54)           (.62)
Total Assets                        2,800,515       3,835,303       6,641,433       8,751,343      12,741,140
Total Shareholders' Equity          2,141,640       3,065,272       5,974,571       7,857,238      11,981,480
</TABLE>

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<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Overview

         The Company sells specialty personal care/cosmetics products, primarily
for skin care, and to a lesser extent oral health care products, most of which
are covered by patent, license and/or royalty agreements. The Home Shopping
Agreement provides HSN with certain exclusive rights to purchase certain
products solely from the Company for sale in direct response television and
other distribution channels. In addition, the Patent Agreement with National
Patent provides for reciprocal royalty payments based on the sale of certain of
each party's products. The Company is developing other personal care/cosmetics
for consumers using Hydron polymers and other technology. The Company also has a
patented technology in which the Hydron polymers act as a drug release mechanism
and the Company intends to continue to explore the efficacy of using this
technology to either seek licensing arrangements with third parties, or develop
and market proprietary products through its own efforts.

Results of Operations - Fiscal 2000 versus Fiscal 1999

         Net sales for Fiscal 2000 were $2,081,468, a decrease of $511,980, or
20%, from net sales of $2,593,448 for the Fiscal year ended December 31, 1999
("Fiscal 1999"). During Fiscal 2000, catalog sales increased by approximately
$209,369, or 25%, from $827,226 in Fiscal 1999 to $1,036,595 in Fiscal 2000. The
increase in Catalog sales resulted primarily from a substantial increase in the
new customer trial and consistent promotional pressure against existing
customers. The customer base for the Company was increased by 32% during the
year as trial events on the Web and through direct mail events brought in new
customers.

         Non-catalog sales, including all sales to HSN and QVC, decreased by
approximately $721,350, or 41%, from $1,766,223 in Fiscal 1999 to $1,044,873 in
Fiscal 2000. HSN sales slowed as the show schedule decreased on the HSN domestic
channel, offset by an increase as HSE geared up for the Latin market
introduction in November.

         Approximately 63% of the Company's non-catalog sales during Fiscal 2000
were to HSN and approximately 36% of non-catalog sales were to QVC. Management
anticipates that sales to HSN will grow to be a larger percentage of the
Company's sales and, absent the consummation of marketing or distribution
arrangements with third parties other than HSN, the Company's dependence upon
direct response television as a distribution channel will decrease but remain
significant. Any disruption in the Company's relationship with HSN would have a
material adverse effect on the business, financial condition and results of
operations of the Company.

         As a result of several positive factors, the Company's overall gross
profit margin increased to 78% of net sales for Fiscal 2000 versus 22% for
Fiscal 1999. Factors improving the margin include: 1) a significant increase in
high margin catalog sales which maintained gross profit margin of 83% in 2000

                                       13

<PAGE>

from 84% in 1999, 2) an improvement in the product mix (fewer introductory kits)
sold to electronic retailers, improving margins to 61% in 2000 from 59% in 1999;
and 3) a one-time reversal of reserves for a packaging contract that was
favorably renegotiated, representing $175,000 or 11% of gross sales in Fiscal
2000. Further exacerbating the annual gross margin comparison of 2000 to 1999,
the Company reflected an inventory write-down of $794,362 in 1999 that
represented 31% of net sales for 1999. There was no corresponding write-down of
inventory for 2000. The write-down to net realizable value represents components
and finished goods of product that the Company deemed were in excess based on
current sales levels or does not plan to continue marketing in the future.

         Substantially all of the inventory components and finished goods
written down resulted from the conversion to HSN from QVC as the primary channel
of distribution, or were purchased and/or manufactured prior to September 1997.
The write-down applies primarily to components and finished goods outside of the
traditional skin care product line, such as hair care, sun care, and bath and
body products. The Company will make every effort to recoup as much value as
possible as it examines various means of liquidating the current excess. Of the
excess, approximately $73,000 of the inventory has been was sold.

         Royalty expenses in Fiscal 2000 were $103,558, representing a decrease
of $38,416, or 27%, from royalty expenses of $141,974 in Fiscal 1999. Royalties
for Fiscal 1999 included royalties due under the QVC agreement. The decrease in
Fiscal 2000 is commensurate with the decrease in gross sales for the Company in
Fiscal 2000 when QVC royalties are excluded. These expenses are related
primarily to the Patent Agreement with National Patent and pertain to the use of
the Hydron polymers as a formula ingredient for many of the Company's products.

         Research and Development ("R&D") expenses reflect the Company's efforts
to identify new product opportunities, develop and package the products for
commercial sale, perform appropriate efficacy and safety tests, and conduct
consumer panel studies and focus groups. R&D expenses in Fiscal 2000 were
$84,108, a decrease of $127,848, or 60%, from R&D expenses of $211,956 in Fiscal
1999. In changing to a new electronic retailer, the Company's first priority was
to establish the core line with the new TV audience. The need for new product
introduction is more important for the second year and beyond. The amount of R&D
expenses per year varies, depending on the nature of the development work during
each year, as well as the number and type of products under development at such
time.

         Selling, general and administrative ("SG&A") expenses in Fiscal 2000
were $1,926,959, representing a decrease of $233,268, or 11%, from SG&A expenses
of $2,160,227 in Fiscal 1999. This decrease is the result of: 1) lower marketing
and promotional expenses ($123,000), 2) reduced expenses related to outside
consultants ($103,000), 3) reduced expenses for warehouse rent since September
($56,000), and 4) reduced insurance premiums ($47,000). These cost reductions
were partially offset by 1) increased catalog postage and handling associated
with attracting new customers ($44,000), and 2) increased MIS expenses required
for catalog sales growth, including Hydron Website redesign ($41,000).

                                       14

<PAGE>

         There were no employment contract settlement costs in Fiscal 2000, a
100% decrease from employment contract settlement costs of $620,099 for Fiscal
1999. These costs related to the settlement terms and associated legal fees
regarding several employment contracts. These contracts, which originated during
Fiscal 1993 and Fiscal 1994, overburdened the Company's operations during a
period when the Company's revenues could not support the contracts. The Company
does not currently have any employment contracts.

         Interest and investment income in Fiscal 2000 was $20,945, a decrease
of $59,915, or 74%, from interest income of $80,860 in Fiscal 1999, due
primarily to lower cash balances resulting from the factors discussed above. The
Company maintains a conservative investment strategy, deriving investment income
primarily from U.S. Treasury securities.

         The Company had a net loss for Fiscal 2000 of $923,632, a reduced loss
of $2,050,510, or 69% from the net loss of $2,974,142 for Fiscal 1999, primarily
as a result of the factors discussed above.

Results of Operations - Fiscal 1999 versus Fiscal 1998

         Net sales for Fiscal 1999 were $2,593,448, a decrease of $1,389,855, or
35%, from net sales of $3,983,303 for the Fiscal year ended December 31, 1998
("Fiscal 1998"). During Fiscal 1999, catalog sales increased by approximately
$58,000, or 8%, from $769,000 in Fiscal 1998 to $827,000 in Fiscal 1999. The
increase in Catalog sales resulted primarily from an increase in the number of
new customers and a major "25% off" sale in the summer. Non-catalog sales,
including all sales to QVC and HSN, decreased by approximately $1,448,000, or
45%, from $3,214,000 in Fiscal 1998 to $1,766,000 in Fiscal 1999. QVC sales
slowed as the May 31, 1999 contract anniversary date approached and the contract
required the Company to refrain from selling its products on any form of direct
response television prior to September 1, 1999.

         Approximately 63% of the Company's non-catalog sales during Fiscal 1999
were to QVC and approximately 37% of non-catalog sales were to HSN. Management
anticipates that sales to HSN will grow to be a larger percentage of the
Company's sales and, absent the consummation of marketing or distribution
arrangements with third parties other than HSN, the Company's dependence upon
direct response television as a distribution channel will remain significant.
Any disruption in the Company's relationship with HSN would have a material
adverse effect on the business, financial condition and results of operations of
the Company.

         As a result of an inventory write-down, the Company's overall gross
profit margin decreased to 22% of net sales for Fiscal 1999 from 49% for Fiscal
1998. The Company took an inventory write-down of $794,362 and $442,254 in
Fiscal 1999 and Fiscal 1998, respectively. The write-downs to net realizable

                                       15

<PAGE>

value represent components and finished goods of product that the Company deems
are in excess based on current sales levels or does not plan to continue
marketing in the future. The gross margin on catalog sales, excluding the
write-down of inventory, increased to 84% of net sales in Fiscal 1999 from 79%
in Fiscal 1998. The gross margin on non-catalog sales, excluding the write-down
of inventory, grew to 59% for Fiscal 1999, up from 56% of net sales for Fiscal
1998. The increases in gross margins are attributable to a shift in the mix of
product sold to more profitable items.

         Substantially all of the inventory components and finished goods
written down resulted from the conversion to HSN from QVC as the primary channel
of distribution, or were purchased and/or manufactured prior to September 1997.
The write-down applies primarily to components and finished goods outside of the
traditional skin care product line, such as hair care, sun care, and bath and
body products. The Company will make every effort to recoup as much value as
possible as it examines various means of liquidating the current excess.

         Royalty expenses in Fiscal 1999 were $141,974, representing a decrease
of $72,440, or 34%, from royalty expenses of $214,414 in Fiscal 1998. This
decrease is commensurate with the decrease in gross sales for the Company in
Fiscal 1999. These expenses are related primarily to the Patent Agreement with
National Patent and pertain to the use of the Hydron polymers as a formula
ingredient for many of the Company's products.

         Research and development ("R&D") expenses reflect the Company's efforts
to identify new product opportunities, develop and package the products for
commercial sale, perform appropriate efficacy and safety tests, and conduct
consumer panel studies and focus groups. R&D expenses in Fiscal 1999 were
$211,956, a decrease of $138,873, or 40%, from R&D expenses of $350,829 in
Fiscal 1998. The amount of R&D expenses per year varies, depending on the nature
of the development work during each year, as well as the number and type of
products under development at such time.

         Selling, general and administrative ("SG&A") expenses in Fiscal 1999
were $2,160,227, representing a decrease of $151,052, or 7%, from SG&A expenses
of $2,311,279 in Fiscal 1998. This decrease is primarily the result of lower
executive salary expense. Expenses attributed to the Catalog include
advertising, additional marketing, customer service and warehouse personnel, and
related telephone, postage and supply expenses. Advertising was the most
significant Catalog expense, totaling approximately $109,000 in Fiscal 1999 and
approximately $119,000 in Fiscal 1998.

         Employment contract settlement costs in Fiscal 1999 were $620,099, a
decrease of $7,614, or 1%, from employment contract settlement costs of $627,713
for Fiscal 1998. These costs related to the settlement terms and associated
legal fees regarding several employment contracts. These contracts, which
originated during Fiscal 1993 and Fiscal 1994, overburdened the Company's
operations during a period when the Company's revenues could not support the
contracts. The Company does not currently have any employment contracts.

                                       16

<PAGE>

         Interest and investment income in Fiscal 1999 was $80,860, a decrease
of $63,343, or 44%, from interest income of $144,203 in Fiscal 1998, due
primarily to lower cash balances resulting from the factors discussed above. The
Company maintains a conservative investment strategy, deriving investment income
primarily from U.S. Treasury securities.

         The Company had a net loss for Fiscal 1999 of $2,974,142, an increase
of $1,091,475, or 58% from the net loss of $1,882,667 for Fiscal 1998, primarily
as a result of the factors discussed above. Excluding the write-down of
inventory and the employment contract settlement costs, the net loss for Fiscal
1999 and Fiscal 1998 would have been $1,559,681 and $812,700, respectively.

Results of Operations - Fiscal 1998 versus Fiscal 1997

         Net sales for Fiscal 1998 were $3,983,303, a decrease of $3,321,851, or
45%, from net sales of $7,305,154 for the Fiscal year ended December 31, 1997
("Fiscal 1997"). During Fiscal 1998, catalog sales decreased by approximately
$532,000, or 41%, from $1,301,000 in Fiscal 1997 to $769,000 in Fiscal 1998. The
decrease in Catalog sales resulted primarily from decreased promotion of the
catalog. Although catalog sales decreased, the catalog was profitable in Fiscal
1998 as compared to a loss of approximately $1.9 million in Fiscal 1997.
Non-catalog sales, including sales to QVC and its affiliates, decreased by
approximately $2,790,000, or 46%, from $6,004,000 in Fiscal 1997 to $3,214,000
in Fiscal 1998. The decrease in non-catalog sales resulted primarily from
decreased sales to QVC, which in turn, resulted primarily from a reduction in
QVC's retail sales due to the amount and quality of hours provided by QVC, as
well as the number of new product introductions, the amount of competitive
products offered by QVC and the effectiveness of the host and spokesperson.

         Approximately 79% and 82% of the Company's non-catalog sales during
Fiscal 1998 and Fiscal 1997, respectively, were to QVC and its related entities,
including the Infomercial partnership and QVC Europe. Sales to QVC will continue
to be a large percentage of the Company's sales and, absent the consummation of
marketing or distribution arrangements with third parties other than QVC, the
Company's dependence upon QVC as a substantial customer will remain significant.
Any disruption in the Company's relationship with QVC would have a material
adverse effect on the business, financial condition and results of operations of
the Company.

         The Company's overall gross profit margin decreased to 49% of net sales
for Fiscal 1998 from 51% for Fiscal 1997. The gross margin on non-catalog sales,
excluding the write-down of inventory, including sales to QVC and affiliates,
remained at 56% of net sales for both Fiscal 1998 and Fiscal 1997. The decrease
in overall gross profit margin relates primarily to the write-down, to net
realizable value, of components and finished goods of products that the Company
did not plan to continue marketing in the future. Substantially all of these

                                       17

<PAGE>

components and finished goods were purchased and/or manufactured prior to
September 1997. Management decided that there was no viable market for these
products, which consisted mainly of products outside of the traditional skin
care product line, such as hair care, sun care and bath and body products.
Disposal of inventory of $651,270 in Fiscal 1997 related primarily to the
write-down, to net realizable value, of the Company's vitamin and nutritional
supplement line of products. The Company has discontinued this line of products.
The gross margin on catalog sales, excluding the write-down of inventory,
decreased to 79% of net sales in Fiscal 1998 from 80% in Fiscal 1997.

         Royalty expenses in Fiscal 1998 were $214,414, representing a decrease
of $172,293, or 45%, from royalty expenses of $386,707 in Fiscal 1997. This
decrease is commensurate with the decrease in gross sales for the Company in
Fiscal 1998. These expenses are related primarily to the Patent Agreement with
National Patent and pertain to the use of the Hydron polymers as a formula
ingredient for many of the Company's products.

         R&D expenses reflect the Company's efforts to identify new product
opportunities, develop and package the products for commercial sale, perform
appropriate efficacy and safety tests, and conduct consumer panel studies and
focus groups. R&D expenses in Fiscal 1998 were $350,829, an increase of $45,919,
or 15%, from R&D expenses of $304,910 in Fiscal 1997. The amount of R&D expenses
per year varies, depending on the nature of the development work during each
year, as well as the number and type of products under development at such time.

         SG&A expenses in Fiscal 1998 were $2,311,279, representing a decrease
of $3,031,350, or 57%, from SG&A expenses of $5,342,629 in Fiscal 1997. This
decrease is the result primarily of lower expenses associated with the Hydron
Catalog. Total Catalog SG&A expenses in Fiscal 1998 were approximately $426,000,
a decrease of approximately $1,874,000, or 81%, from Catalog SG&A expenses of
approximately $2,300,000 in Fiscal 1997. Expenses attributed to the Catalog
include advertising, additional marketing, customer service and warehouse
personnel, and related telephone, postage and supply expenses. Advertising was
the most significant Catalog expense, totaling approximately $119,000 in Fiscal
1998 and approximately $1.6 million in Fiscal 1997. Included in advertising in
Fiscal 1997 were sports sponsorship expenses of approximately $771,000. Such
sports sponsorships were discontinued during Fiscal 1997.

         SG&A expenses, other than Catalog related expenses, in Fiscal 1998 were
approximately $1,885,000, a decrease of approximately $1,158,000, or 38%, from
such expenses of approximately $3,131,000 in Fiscal 1997. This decrease was due
primarily to a reduction in legal expenses. In 1997 legal expenses included
approximately $470,000 incurred in connection with the dispute between the
Company and certain shareholders of the Company (including certain current
directors of the Company) who were members of a group ("13D Group") through
September 19, 1997, including the legal fees and expenses of the 13D Group
reimbursed by the Company.

                                       18

<PAGE>

         Employment contract settlement costs in Fiscal 1998 were $627,713, an
increase of $552,984, or 640%, from employment contract settlement costs of
$74,729 for Fiscal 1997. This increase pertained primarily to legal fees and
related expenses in connection with the litigation with Harvey Tauman, and
approximately $391,000 in payroll and related expenses relating to the voluntary
early termination of another executive officer's employment contract that would
have otherwise provided for continued employment through August 31, 2004. The
contract is now settled.

         Interest and investment income in Fiscal 1998 was $144,203, a decrease
of $67,168, or 32%, from interest income of $211,371 in Fiscal 1997, due
primarily to lower cash balances as a result of the factors discussed above. The
Company maintains a conservative investment strategy, deriving investment income
primarily from U.S. Treasury securities.

         The Company had a net loss for Fiscal 1998 of $1,882,667, a decrease of
$705,825, or 27%, from the net loss of $2,588,492 for Fiscal 1997, primarily as
a result of the factors discussed above. Excluding the write-down of inventory
and the employment contract settlement costs, the net loss for Fiscal 1998 and
Fiscal 1997 would have been $812,700 and $1,862,493, respectively.

Liquidity and Capital Resources

         The Company's working capital was approximately $ 1,197,392 at December
31, 2000, including cash and cash equivalents of approximately $190,946. Cash
used for operations was $527,885. This was offset by Investing Activities
($64,915) that provided cash from the liquidation of the joint venture. There
were no Financing Activities.

         The Company has incurred significant losses over the past five years.
The ability of the Company to continue as a going concern is dependent on
increasing sales while managing operating expenses.

         Management's plan to increase sales and reduce operating expenses
includes several specific actions. Catalog sales will continue to be emphasized
since they have higher profit margins and represent markets for the Company that
are growing more rapidly than the Company's traditional television market.
Direct marketing techniques will be used to reach new and current consumers such
as promotions mailed to targeted consumers, Web site specials, promotions to
other Web site customers, and direct e-mail promotions to new customers.
Additional revenue steams will be added through international distribution.

         The Company will make every effort to expand its television sales
presence with HSN and HSE. The Company is negotiating with HSN to set a schedule
of show hours that will allow for the organized development of new products
appropriate to the venue.

                                       19

<PAGE>

         In addition, the Company has added a significant private label customer
utilizing Hydron polymer based formulas. Initial orders are expected in the
second quarter, 2001.

         The Company is also pursuing international distribution agreements that
will expand the Company's distribution around the world. Regarding new products
and markets, the Company will continue to develop proprietary technology that it
believes will improve its long-term success in the category.

         Based on the above plan and the Company's present cash position, the
absence of any short or long term debt, arrangements with third parties for
contractual manufacturing and R&D, and the Company's present business strategy,
Management believes that the Company has adequate resources to meet normal,
recurring obligations, for at least the next twelve months, as they become due.
Further, in view of the payment terms in connection with sales to HSN,
Management does not anticipate any difficulty in financing foreseeable inventory
requirements.

         The Company does not have the financial resources to sustain a national
advertising campaign to market its products in a conventional retail mode. In
view of the foregoing, Management's strategy has been to enter into marketing,
licensing and distribution agreements with third parties (such as HSN, QVC and
the Infomercial Partnership) which have greater financial resources than those
of the Company and that can enhance the Company's product introductions with
appropriate national marketing support programs.

         The effect of inflation has not been significant upon either the
operations or financial condition of the Company.

Cautionary Statement Regarding Forward Looking Statements

         The statements contained in this Report on Form 10-K that are not
purely historical are forward looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934, including statements regarding the Company's expectations, hopes,
intentions, beliefs or strategies regarding the future. Forward looking
statements include the Company's liquidity, anticipated cash needs and
availability, and the anticipated expense levels under the heading "Management's
Discussion and Analysis of Financial Condition and Results of Operations." All
forward looking statements included in this document are based on information
available to the Company on the date of this Report, and the Company assumes no
obligation to update any such forward looking statement. It is important to note
that the Company's actual results could differ materially from those expressed
or implied in such forward looking statements.

                                       20

<PAGE>

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

         The information required by this item is set forth in the Consolidated
Financial Statements contained in this report and is incorporated herein by
reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The Consolidated Financial Statements of the Company are contained in
this report following Item 14.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

         None.

                                       21

<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Identification of Directors and Executive Officers

         Listed below are the directors and executive officers of the Company as
of December 31, 2000:

Name                       Position
----                       --------
Richard Banakus            Director, Chairman of the Board and Interim President
Joshua Rochlin             Director
Karen Gray                 Director
Charles Johnston           Director
Terrence McGrath           Chief Operating Officer
William Fagot              Chief Financial Officer

Business Experience

         Richard Banakus, age 54, has served as a director of the Company since
June 1995 and as Interim President of the Company since September 19, 1997. From
April 1991 to the present, Mr. Banakus has been a private investor with
interests in a number of privately and publicly held companies. From July 1988
through March 1991, he was managing partner of Banyan Securities, Larkspur,
California, a securities brokerage firm that he founded.

         Joshua Rochlin, age 34, has served as director for the Company since
January 2000. Mr. Rochlin joined GoAmerica, a wireless Internet service
provider, in December 1999. He is currently Vice President of Business
Development at GoAmerica. Prior to joining GoAmerica, Mr. Rochlin was the
founder and Chief Executive Officer of MyCalendar.com, LLC from January 1999 to
December 1999. He previously served as an associate for the law firm of Rubin
Baum Levin Constant & Friedman in New York City from February 1995 to December
1998.

         Karen Gray, age 42, has served as a director of the Company since
December 1997 and has been a consultant to the Company on marketing and
communications matters since November 1996. Ms. Gray has over 16 years of
management experience in marketing communications in various capacities with
various companies. From 1993 to November 1996, Ms. Gray served as Vice
President, Corporate Communications, of the Company. From June 1992 to November
1993, Ms. Gray served as President of MarCom Associates, Inc., a marketing
communications company that she founded.

         Charles Johnston, age 65, has served as a director of the Company since
December 1997. During the past 11 years he has served on various boards. Mr.
Johnston is currently Chairman of Ventex Technology, Inc. an electronic
transformer company in Riviera Beach, Florida and AFD Technologies, LLC a
chemical company in Richmond, VA. He was previously founder, Chairman and CEO of

                                       22

<PAGE>

ISI Systems, a computer software company listed on the American Stock Exchange
prior to its sale in November 1989 to Teleglobe Corporation in Montreal, Canada.
Mr. Johnston also serves as a Trustee of Worcester Polytechnic Institute in
Worcester, MA and of the Psychiatric Research Center at the University of
Pennsylvania. In addition, he serves as a director of the following companies:
Internet Commerce Corporation, an internet company in New York City; Bitwise
Designs, Inc., Schenectady, NY and McData Corporation, Bloomfield, CO.

         Terrence McGrath, age 43, has served as Chief Operating Officer of the
Company since January 2000. Mr. McGrath has 23 years marketing, brand management
and sales experience in a diverse range of consumer goods and cosmetic
categories including Procter & Gamble Toiletries Division, Noxell, Makers of
Cover Girl and Noxzema products where he specialized in new category product
development; The Isaly Klondike Company where he served as VP Marketing for
Klondike Ice Cream; and Pioneer Products, where he served as VP Marketing and
Sales for Betty Crocker licensed products.

         William Fagot, age 57, has served as Chief Financial Officer of the
Company since March 2000. Mr. Fagot has 20+ years experience in companies that
manufacture and market consumer products including The Seven-Up Company and
Isaly Klondike Company. He held the position of Chief Financial Officer for
these companies as well as a pension & welfare organization. He is a CPA,
obtaining his experience with Ernst & Young.

Compliance with Section 16(A) of the Securities Exchange Act of 1934

         The Company's officers, directors and beneficial owners of more than
10% of any class of its equity securities registered pursuant to Section 12 of
the Securities Exchange Act of 1934 ("Reporting Persons") are required under the
Act to file reports of ownership and changes in beneficial ownership of the
Company's equity securities with the Securities and Exchange Commission. Copies
of those reports must also be furnished to the Company. Based solely on a review
of the copies of reports furnished to the Company pursuant to the Act, the
Company believes that during the fiscal year ended December 31, 2000, all filing
requirements applicable to Reporting Persons were complied with, except with
respect to Mr. Richard Banakus, Mr. Joshua Rochlin, Ms. Karen Gray, and Mr.
Charles Johnston, Directors of the Company, for whom there was one late filing
each on Form 4 for the month of May (the grant of options).

ITEM 11. EXECUTIVE COMPENSATION

         The following table sets forth information for the years ended December
31, 2000, 1999 and 1998 with respect to all compensation awarded to, earned by,
or paid to the Company's Chief Executive Officer and Chief Operating Officer.
None of the Company's other executive officers received salary and bonus
payments in excess of $100,000 during the year ended December 31, 2000.

                                       23

<PAGE>
<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE
                               ANNUAL COMPENSATION
-------------------------------------------------------------------------------------------------
                                                                                     OTHER ANNUAL
     NAME AND PRINCIPLE POSITION                  YEAR      SALARY        BONUS      COMPENSATION
-------------------------------------------------------------------------------------------------
<S>                                               <C>     <C>               <C>
Richard Banakus, Interim President & CEO          2000    $  20,000         0
-------------------------------------------------------------------------------------------------
                                                  1999    $  55,771         0
-------------------------------------------------------------------------------------------------
                                                  1998    $ 120,016         0
-------------------------------------------------------------------------------------------------
Terrence S. McGrath, COO                          2000    $ 110,800         0
-------------------------------------------------------------------------------------------------
</TABLE>

         During Fiscal 2000, the members of the Board were granted options to
purchase 2,000 shares of the Company's common stock for participation on the
Company's Board of Directors.

         The following table sets forth certain information relating to option
exercises effected during the year ended December 31, 2000, and the value of
options held as of such date by the Company's Chief Executive Officer and all
other persons who were executive officers of the Company and its subsidiaries
for the year ended December 31, 2000. The Company does not have any outstanding
stock appreciation rights.

         AGGREGATE OPTION EXERCISES FOR THE YEAR ENDED DECEMBER 31, 2000
                           AND YEAR END OPTION VALUES

<TABLE>
<CAPTION>
                                                             Number of
                                                       Securities underlying    Value(1) of unexercised
                                                        unexercised options       in-the-money options
                                                       at December 31, 2000       at December 31, 2000
                    Shares Acquired      Value ($)         Exercisable/               exercisable/
Name                  On Exercise       Realized(2)        Unexercisable              unexercisable
----                  -----------       -----------        -------------              -------------

<S>                       <C>              <C>             <C>                           <C>
Richard Banakus           -0-              -0-             110,000/19,500                -0-/-0-
</TABLE>

Employment Agreement

         On September 19, 1997, the Board of Directors appointed Richard Banakus
to serve as President of the Company on an interim basis. The Board agreed to
pay Mr. Banakus a monthly salary of $10,000 and to reimburse his lodging
expenses in Boca Raton, Florida and travel expenses to and from California,

--------------------
(1) Total value of unexercised options is based upon the closing price ($.1250)
of the Common Stock as reported by NASDAQ on December 31, 1999.

(2) Value realized in dollars is the amount that the shareholder is deemed to
have received as the result of the exercise of options, based upon the
difference between the fair market value of the Common Stock as reported by
NASDAQ on the date of exercise price of the options.

                                       24
<PAGE>

where Mr. Banakus resides. During April 1999, Mr. Banakus' salary was reduced to
$5,000 per month. During May 1999, the Company granted Mr. Banakus options to
purchase 100,000 shares of the Company's common stock at an exercise price of
$0.8125 per share in exchange for a further salary reduction to $1,666 per month
through the remainder of 1999 and into 2000.

Compensation of Directors

         Employees of the Company who also serve as directors are not entitled
to any additional compensation for such service, except for Mr. Richard Banakus,
Chairman of the Board, because of his status as Interim President. The Company
does not have a written employment agreement with Mr. Banakus.

         Nonemployee directors receive an annual fee of $5,000, paid quarterly.
During Fiscal 2000, each of Messrs. Richard Banakus, Karen Gray and Charles
Johnston were paid $5,000 for their service as a director; Mark Egide was paid
$1,250 for his service as a director; and Joshua Rochlin was paid $3,750 for his
services as a director.

         The 1993 Nonemployee Director Stock Option Plan ("1993 Plan") was
adopted by the Board of Directors on December 22, 1993, approved by the
shareholders on July 19, 1994 and approved, as amended, by the shareholders on
December 17, 1997. The purpose of the 1993 Plan is to assist the Company in
attracting and retaining key directors who are responsible for continuing the
growth and success of the Company. No options were granted under the 1993 Plan
during the year ended December 31, 2000.

         On November 10, 1997, the Board of Directors of the Company adopted the
1997 Nonemployee Stock Option Plan ("1997 Plan"). This plan was approved by the
shareholders on December 17, 1997. The purpose of the 1997 Plan is to assist the
Company in attracting and retaining experienced and knowledgeable nonemployee
directors who will continue to work for the best interests of the Company.

         The 1997 Plan provides nonqualified stock options for nonemployee
directors to purchase an aggregate of 100,000 shares of Common Stock, with
grants of options to purchase 2,000 shares to each nonemployee director on
October 1, 1997, grants of options to purchase 2,000 shares on each May 1st
thereafter (starting in 1999), and grants of options to purchase 2,000 shares
upon election or appointment of any new nonemployee directors. The options are
not exercisable for a one-year period and are to be granted at an exercise price
equal to the average fair market value of the Common Stock during the ten
business days preceding the day of the grant of the option. Under the provisions
of the 1997 Plan, Karen Gray and Charles Johnson were granted options to
purchase 2,000 shares of the Company's common stock at an exercise price of
$.37034 on May 1, 2000. As a new Board member, Joshua Rochlin was granted an
option to purchase 2,000 shares of the Company's common stock at an exercise
price of $.49842 on January 6, 2000.

                                       25

<PAGE>

         The 1997 Plan also provides nonqualified stock options for nonemployee
directors who serve on committees of the Board of Directors. The options are not
exercisable for a one year period and are to be granted at an exercise price
equal to the average fair market value of the Common Stock during the ten
business days preceding the day of the grant of the option. No options were
granted under this provision of the 1997 Plan during the year ended December 31,
2000.

         During August 1999, the Company agreed to grant an option to purchase
18,000 shares of the Company`s common stock to each of the five individuals
comprising the Board of Directors, subject to shareholders' approval at the next
annual meeting at an exercise price of $.64065 per share. Since the options have
been granted pending shareholders' approval, the options are reflected as
outstanding as of December 31, 2000.

                                       26
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth information as of December 31, 2000
regarding (i) the share ownership of the Company by each person who is known to
the Company to be the record or beneficial owner of more than five percent (5%)
of the Common Stock, (ii) the share ownership of each director of the Company,
(iii) the Chief Executive Officer of the Company and each other most highly paid
executive officer of the Company who earned in excess of $100,000 during the
year ended December 31, 2000, and (iv) the share ownership of the Company of all
directors and executive officers of the Company, as a group (six persons).

Name and Address of                  Amount and Nature of        Approximate
Beneficial Owner                     Beneficial Ownership      Percent of Class

Richard Banakus                           450,000 (3)                8.8%
     82 Verssimo Drive
     Novato, CA 94947

Karen Gray                                 11,000 (4)           Less than 1%
     P.O. Box 478
     Cutchogue, NY 11935

Charles Johnston                           86,500 (5)               1.7%
     706 Ocean Drive
     Juno Beach, FL 33408

Joshua Rochlin                              2,000 (6)           Less than 1%
     1365 Milford Terrace
     Teaneck, NJ 07666

All directors and executive officers      551,500 (7)                10.7%
     as a group (6 persons)

-----------------
(3) Consists of 340,000 shares held directly and 110,000 shares issuable upon
exercise of options. Does not include 19,500 shares of Common Stock underlying
options not currently exercisable.

(4) Consists of 3,000 shares held directly and 8,000 shares issuable upon
exercise of options. Does not include 20,000 shares of Common Stock underlying
options not currently exercisable.

(5) Consists of 80,000 shares held directly and 6,500 shares issuable upon
exercise of options. Does not include 20,000 shares of Common Stock underlying
options not currently exercisable.

(6) Consists of 2,000 shares issuable upon exercise of options. Does not include
2,000 shares of Common Stock underlying options not currently exercisable.

(7) Consists of 423,000 shares held directly and 128,500 shares issuable upon
exercise of options. Does not include 61,500 shares of Common Stock underlying
options not currently exercisable.

                                       27
<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The Company has paid a consultant, who was a director from September
1997 to October 1998, advisory fees and expense reimbursements of approximately
$63,000 during the year ended December 31, 2000.

                                       28

<PAGE>
                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)(1) Financial Statements

The following financial statements required by Item 8 follow Item 14 of this
Report:

                                                                       Page

Reports of Independent Certified Public Accountants                   34-35

Financial Statements:

         Consolidated Balance Sheets, December 31,
              2000 and 1999                                             36

         Consolidated Statements of Operations for the
              Years ended December 31, 2000, 1999 and 1998              37

         Consolidated Statements of Shareholders'
              Equity for the Years ended December 31,
              2000, 1999 and 1998                                       38

         Consolidated Statements of Cash Flows for the
              Years ended December 31, 2000, 1999 and 1998              39

         Notes to Consolidated Financial Statements                   40-54


All financial schedules are omitted since the required information is not
present, is not in significant amounts sufficient to require submission of the
schedules or because the information required is included in the Consolidated
Financial Statements or notes thereto.

(a)(3) Exhibits

3.1 Restated Certificate of Incorporation of Dento-Med Industries, Inc.
("Dento-Med"), as filed with the Secretary of State of New York on March 4,
1981.(8)

3.2 By-laws of the Company, as amended March 17, 1988.(9)

--------------------
(8) Incorporated by reference to the Company's report on Form 10-K for the year
ended December 31, 1985.

(9) Incorporated by reference to the Company's report on Form 10-K for the year
ended December 31, 1987.

                                       29
<PAGE>
3.3 Certificate of Amendment of the Restated Certificate of Incorporation of
Dento-Med, as filed with the Secretary of State of New York on November 14, 1988
(filed as Exhibit 3.2 therein). (10)

3.4 Certificate of Amendment of the Restated Certificate of Incorporation of
Dento-Med, as filed with the Secretary of State of New York on July 30,
1993. (11)

4.0 Non-Qualified Stock Option Plan. (12)

4.1 Incentive Stock Option Plan, as amended January 2, 1987. (9)

4.2 1989 Stock Option Plan1 (3)

4.10 1993 Nonemployee Director Stock Option Plan. (11)

4.11 Warrant Purchase Agreement dated as of May 31, 1996 between QVC and the
Company, filed as Exhibit 4.1 therein. (14)

10.6 Indemnification Agreement dated September 23, 1988 between Dento-Med and
Harvey Tauman (filed therein as Exhibit 10.8). (10)

10.8 Indemnification Agreement dated September 23, 1988 between Dento-Med and
Frank Fiur (filed therein as Exhibit 10.10). (10)

10.9 Indemnification Agreement dated September 23, 1988 between Dento-Med and
Chaudhury M. Prasad (filed therein as Exhibit 10.11). (10)

10.10 Agreement between Dento-Med and National Patent dated November 30,
1989. (15)

10.11 Indemnification Agreement dated May 9, 1989 between Dento-Med and Samuel
M. Leb, M.D. (13)

10.12 Indemnification Agreement dated May 9, 1989 between Dento-Med and Richard
Tauman. (13)

10.13 Indemnification Agreement dated January 14, 1992 between Dento-Med and
Joseph A. Caccamo, Attorney at Law, P.C. (16)

--------------------
(10) Incorporated by reference to the Company's report on Form 10-K for the year
ended December 31, 1988.

(11) Incorporated by reference to the Company's report on Form 10-K for the year
ended December 31, 1993.

(12) Incorporated by reference to the Company's report on Form 10-K for the year
ended December 31, 1986.

(13) Incorporated by reference to the Company's report on Form 10-K for the year
ended December 31, 1989.

(14) Incorporated by reference to the Company's report on Form 8-K (date of
event - July 19, 1996).

(15) Incorporated by reference to the Company's report on Form 8-K (date of
event - November 30, 1989).

(16) Incorporated by reference to the Company's report on Form 10-K for the year
ended December 31, 1991.

                                       30
<PAGE>
10.23 License Agreement dated December 6, 1993 between QVC Network, Inc. and the
Company (filed in excised form, as confidential treatment has been granted for
certain portions thereof). (17)

10.24 Amended and Restated Employment Agreement between Dento-Med and Harvey
Tauman dated May 13, 1993. (11)

10.25 Amendment to Amended and Restated Employment Agreement between Dento-Med
and Harvey Tauman dated December 20, 1993. (11)

10.26 Amended and Restated Employment Agreement between Dento-Med and Chaudhury
M. Prasad dated May 13, 1993. (11)

10.27 Indemnification Agreement dated April 22, 1993 between the Company and
Nestor Cardero. (11)

10.28 Indemnification Agreement dated April 22, 1993 between the Company and
Karen Gray. (11)

10.31 Letter Agreement among QDirect, Inc., Hydron Direct, Inc. and DTR
Associates dated January 17, 1995. (18)

10.35 Employment Agreement dated September 16, 1994 between the Company and
Richard Tauman. (19)

10.36 Letter Agreement dated December 22, 1994 among the Company, Roy Reiner and
Chemaid Laboratories, Inc. (19)

10.37 Indemnification Agreement dated February 21, 1995 between the Company and
Thomas G. Burns. (19)

10.38 Lease for 1001 Yamato Road, Suite 403, Boca Raton, Florida between PFRS
Yamato Corp. and the Company dated May 8, 1995. (20)

10.39 First Amendment to Lease for 1001 Yamato Road, Suite 403, Boca Raton,
Florida between PFRS Yamato Corp. and the Company dated September 15, 1995. (20)

10.40 Agreement for use and occupancy of a portion of 5 East Building, 95
Mayhill Street, Saddle Brook, New Jersey, between Chemaid Laboratories, Inc. and
the Company dated February 9, 1996. (20)

---------------------
(17) Incorporated by reference to the Company's report on Form 8-K (date of
event - December 6, 1993), as amended by the Form 8, Amendment No. 1 to such
Report.

(18) Incorporated by reference to the Company's report on Form 8-K (date of
event - January 21, 1995).

(19) Incorporated by reference to the Company's report on Form 10-K for the year
ended December 31, 1994.

(20) Incorporated by reference to the Company's report on Form 10-K for the year
ended December 31, 1995.

                                       31
<PAGE>

10.41 Depository Agreement between Chemaid Laboratories, Inc. and the Company
dated February 9, 1996. (20)

10.42 Consulting Agreement between Charles Fox Associates, Inc. and the Company
dated February 5, 1996. (20)

10.43 First Amendment to Licensing Agreement dated May 31, 1996 between QVC and
the Company, files as Exhibit 10.1 therein. (14)

10.44 Letter Agreement between QDirect, Inc. and Hydron Direct, Inc. dated May
31, 1996, filed as Exhibit 10.2 therein. (14)

10.45 Lease Agreement between Industrial Office Associates and the Company dated
March 10, 1997. (21)

10.46 Sponsorship Agreement with Pro Player Stadium dated January 1, 1997. (21)

10.48 Executive Suite License Agreement dated March 4, 1997. (21)

10.49 Sponsorship Agreement with Miami Heat Limited Partnership and Sunshine
Network dated December 1996. (21)

10.50 Consulting Agreement between Charles Fox Associates, Inc. and the Company
dated May 20, 1997. (22)

10.51 Personal Appearance Agreement between Mr. Charles Fox and the Company
dated May 20, 1997. (22)

10.52 Second Amendment to Licensing Agreement dated June 11, 1997 between QVC
and the Company. (22)

10.53 Letter Agreement between QVC and the Company dated October 17, 1997. (22)

10.54 Consulting Agreement between Gloria Barton and the Company dated November
1, 1997. (22)

10.55 Service Agreement between Lauren Anderson and the Company dated January 1,
1998. (22)

10.56 Amendment to Employment Agreement between Richard Tauman and the Company
dated August 13, 1998. (23)

10.57 Consulting Agreement between Richard Tauman and the Company dated December
1, 1998. (23)

10.58 Marketing and Distribution Agreement between Home Shopping Club LP and the
Company dated September 1, 1999. (23)

--------------------
(21) Incorporated by reference to the Company's report on Form 10-K for the year
ended December 31, 1996.

(22) Incorporated by reference to the Company's report on Form 10-K for the year
ended December 31, 1997.

                                       32
<PAGE>
Amendment to 1993 Nonemployee Director Stock Option Plan.24

1997 Nonemployee Director Stock Option Plan.24

21 Subsidiaries of the Registrant.

         (b) Reports on Form 8-K

Current Report on Form 8-K (date of report July 12, 2000), dated June 29, 2000,
reporting items 4 and 7.

Current Report on Form 8-K (date of report May 31, 2000), dated May 31, 2000,
reporting items 4 and 7.

--------------------
(23) Incorporated by reference to the Company's report on Form 8-K (date of
report September 14, 1999), dated September 1, 1999.

(24) Incorporated by reference to the Company's Definitive Proxy Statement on
Schedule 14A for the year ended December 31, 1996.

                                       33
<PAGE>

Report of Independent Certified Public Accountants



The Board of Directors and Shareholders
Hydron Technologies, Inc.

We have audited the accompanying consolidated balance sheet of Hydron
Technologies, Inc. and subsidiaries (the Company) as of December 31, 1998 and
1997, and the related consolidated statements of operations, shareholders'
equity and cash flows for each of the two years in the period ended December 31,
1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we 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.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Hydron
Technologies, Inc. and subsidiaries at December 31, 1998 and 1997, and the
consolidated results of their operations and their cash flows for each of the
two years in the period ended December 31, 1998, in conformity with generally
accepted accounting principles.

/s/ ERNST & YOUNG LLP
-----------------------------

West Palm Beach, Florida
March 5, 1999

                                       34
<PAGE>

Report of Independent Certified Public Accountants



The Board of Directors and Shareholders
Hydron Technologies, Inc.

We have audited the accompanying consolidated balance sheets of Hydron
Technologies, Inc. and subsidiaries (the Company) as of December 31, 2000 and
1999 and the related consolidated statements of operations, shareholders' equity
and cash flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we 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. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Hydron
Technologies, Inc. and subsidiaries at December 31, 2000 and 1999, and the
consolidated results of their operations and their cash flows for the years then
ended, in conformity with accounting principles generally accepted in the United
States.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. The Company experienced losses from operations
in 2000, 1999, and 1998. These matters raise doubt about the Company's ability
to continue as a going concern. Management has implemented direct marketing
techniques to increase the more profitable Catalog sales, add new customers and
take advantage of new channels of distribution (see note 13 to Consolidated
Financial Statements). The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


/s/ DASZKAL BOLTON MANELA DEVLIN & CO.
------------------------------------------
Boca Raton, Florida
March 23, 2001

                                       35
<PAGE>

                   HYDRON TECHNOLOGIES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                          DECEMBER 31,
                                                                                 ----------------------------
                                                                                     2000            1999
                                                                                 ------------    ------------
<S>                                                                              <C>             <C>
ASSETS

Current Assets
      Cash                                                                       $    190,946    $    653,916
      Trade accounts receivable                                                       136,306          38,490
      Inventories                                                                   1,489,396       1,438,292
      Prepaid expenses and other current assets                                        39,619         118,453
                                                                                 ------------    ------------
                                     Total current assets                           1,856,267       2,249,151

Property and equipment, less accumulated depreciation
           of $931,232 and $758,081 at December 31, 2000
           and 1999, respectively                                                     111,002         286,743
Deposits                                                                               60,403         176,450
Investment in joint venture                                                                --          62,721
Deferred product costs, less accumulated amortization
           of $5,194,952 and $4,914,191 at December 31, 2000
           and 1999, respectively                                                     772,843       1,060,238

                                                                                 ------------    ------------
                                     Total Assets                                $  2,800,515    $  3,835,303
                                                                                 ============    ============


LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
      Accounts payable                                                           $    194,791    $    127,543
      Accrued liabilities                                                             464,084         642,488
                                                                                 ------------    ------------
                                     Total current liabilities                        658,875         770,031

Commitments and contingencies                                                              --              --

Shareholders' equity
      Common stock - $.01 par value
           30,000,000 shares authorized; 5,035,336 shares
           issued; and 4,975,136 shares outstanding                                    50,353          50,353
      Additional paid-in capital                                                   19,501,837      19,501,837
      Accumulated deficit                                                         (16,971,392)    (16,047,760)
      Treasury stock, at cost; 60,200 shares                                         (439,158)       (439,158)
                                                                                 ------------    ------------
           Total Shareholders' equity                                               2,141,640       3,065,272

                                                                                 ------------    ------------
                                     Total liabilities and shareholders equity   $  2,800,515    $  3,835,303
                                                                                 ============    ============
</TABLE>

                             SEE ACCOMPANYING NOTES

                                       36
<PAGE>
                   HYDRON TECHNOLOGIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                     YEARS ENDED DECEMBER 31,
                                                            -----------------------------------------
                                                                2000           1999           1998
                                                            -----------    -----------    -----------
<S>                                                         <C>            <C>            <C>
Net sales                                                   $ 2,081,468    $ 2,593,448    $ 3,983,303

Cost of sales                                                   450,478      1,237,816      1,590,148
Write down of inventory                                              --        794,362        442,254
                                                            -----------    -----------    -----------
Gross profit                                                  1,630,990        561,270      1,950,901

Expenses
      Royalty expense                                           103,558        141,974        214,414
      Research and development                                   84,108        211,956        350,829
      Selling, general & administration                       1,926,959      2,160,227      2,311,279
      Employment contract settlement costs                           --        620,099        627,713
      Amortization of deferred product costs                    287,395        290,740        309,501
      Depreciation & amortization                               175,741        200,463        204,514
                                                            -----------    -----------    -----------
           Total expenses                                     2,577,761      3,625,459      4,018,250

                                                            -----------    -----------    -----------
Operating loss                                                 (946,771)    (3,064,189)    (2,067,349)

Interest income                                                  20,945         80,860        144,203
Equity in earnings of joint venture                               2,194          9,187         40,479
                                                            -----------    -----------    -----------
                                 Loss before income taxes      (923,632)    (2,974,142)    (1,882,667)

Income taxes expense                                                 --             --             --
                                                            -----------    -----------    -----------
                                 Net loss                   $  (923,632)   $(2,974,142)   $(1,882,667)
                                                            ===========    ===========    ===========

Basic and diluted loss per share
      Net loss per common share                             $     (0.19)   $     (0.60)   $     (0.38)
                                                            ===========    ===========    ===========


Weighted average number of shares
      outstanding (basic and diluted)                         4,975,136      4,953,054      4,910,136
                                                            ===========    ===========    ===========
</TABLE>

                             SEE ACCOMPANYING NOTES

                                       37
<PAGE>

                   HYDRON TECHNOLOGIES, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                           COMMON STOCK            ADDITIONAL                     TREASURY
                                    ---------------------------     PAID-IN      ACCUMULATED        STOCK           TOTAL
                                       SHARES         AMOUNT        CAPITAL        DEFICIT        (AT COST)         EQUITY
                                    ------------   ------------   ------------   ------------    ------------    ------------
<S>                                    <C>         <C>            <C>            <C>             <C>             <C>
Balance at December 31, 1997           4,960,336   $     49,603   $ 19,429,931   $(11,190,951)   $   (431,345)   $  7,857,238

     Net loss                                 --             --             --     (1,882,667)             --      (1,882,667)
                                    ------------   ------------   ------------   ------------    ------------    ------------
Balance at December 31, 1998           4,960,336         49,603     19,429,931    (13,073,618)       (431,345)      5,974,571

     Issuance of common shares
         for service                      75,000            750         71,906             --              --          72,656
     Purchase of treasury shares,
         at cost (10,000 shares)              --             --             --             --          (7,813)         (7,813)
     Net loss                                 --             --             --     (2,974,142)             --      (2,974,142)
                                    ------------   ------------   ------------   ------------    ------------    ------------
Balance at December 31, 1999           5,035,336         50,353     19,501,837    (16,047,760)       (439,158)      3,065,272

     Net loss                                 --             --             --       (923,632)             --        (923,632)
                                    ------------   ------------   ------------   ------------    ------------    ------------
Balance at December 31, 2000           5,035,336   $     50,353   $ 19,501,837   $(16,971,392)   $   (439,158)   $  2,141,640
                                    ============   ============   ============   ============    ============    ============
</TABLE>

                             SEE ACCOMPANYING NOTES

                                       38
<PAGE>
                   HYDRON TECHNOLOGIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                      YEARS ENDED DECEMBER 31,
                                                             -----------------------------------------
                                                                2000          1999             1998
                                                             -----------    -----------    -----------
<S>                                                          <C>            <C>            <C>
OPERATING ACTIVITIES
     Net loss                                                $  (923,632)   $(2,974,142)   $(1,882,667)
        Adjustments to reconcile net loss to
          net cash provided (used) by operating activities
            Depreciation and amortization                        463,136        491,203        514,015
            Loss on disposal of equipment                             --         55,216             --
            Equity in earnings of joint venture                   (2,194)        (9,187)       (40,479)
            Cost of stock issued for services                         --         72,656             --
            Write down of inventory                                   --        794,362        442,254
            Inventory purchase commitment                       (175,000)       200,000             --

     Change in operating assets and liabilities
            Trade accounts receivables                           (97,816)       390,327        125,659
            Inventories                                          (51,104)      (481,301)       604,788
            Prepaid expenses and other current assets             78,834        (45,843)        58,952
            Deposits                                             116,047        129,137        144,397
            Accounts payable                                      67,248       (134,038)      (319,016)
            Accrued liabilities                                   (3,404)        37,207         91,773
                                                             -----------    -----------    -----------
            Net cash used by operating activities               (527,885)    (1,474,403)      (260,324)


INVESTING ACTIVITIES
     Capital expenditures, net                                        --             --        (20,617)
     Proceeds from liquidation of joint ventue                    64,915             --        275,000
     Proceeds from sale of fixed assets                               --          8,351             --
                                                             -----------    -----------    -----------
            Net cash provided by investing activities             64,915          8,351        254,383


FINANCING ACTIVITIES
     Purchase of treasury stock                                       --         (7,813)            --
                                                             -----------    -----------    -----------
            Net cash used by financing activities                     --         (7,813)            --


                                                             -----------    -----------    -----------
            Net decrease in cash and cash equivalents           (462,970)    (1,473,865)        (5,941)

Cash and cash equivalents at beginning of period                 653,916      2,127,781      2,133,722

                                                             -----------    -----------    -----------
Cash and cash equivalents at end of period                   $   190,946    $   653,916    $ 2,127,781
                                                             ===========    ===========    ===========
</TABLE>

                             See accompanying notes

                                       39
<PAGE>
                   Hydron Technologies, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

                        December 31, 2000, 1999 and 1998

1.  DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION OF BUSINESS

Hydron Technologies, Inc. and subsidiaries (the "Company") sell consumer and
professional products, primarily in the personal care/cosmetics field, directly
to consumers through the Company's Hydron Catalog and Website. The Company also
has a licensing agreement with Home Shopping Club LP ("HSN"), whereby HSN
purchases the Company's products and takes physical possession of these products
prior to HSN's sale of the products to the ultimate end user. The products are
sold and shipped to the end user by HSN. The sales of the Company's products to
HSN are sold under terms typical to HSN through its Master Terms and Conditions
contract.

The Company also holds the exclusive license with National Patent Development
Corporation ("National Patent") to a Hydron polymer-based drug delivery system
for topically applied, nonprescription pharmaceutical products, which the
Company intends to use to develop proprietary products or license to third
parties.

BASIS OF PRESENTATION

The consolidated financial statements include the accounts of the Company and
all subsidiaries. All significant intercompany balances and transactions have
been eliminated in consolidation. The Company's investment in a joint venture is
accounted for using the equity method of accounting.

The preparation of financial statements in conformity with generally accepted
accounting principles requires Management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents includes $76,651 not covered by the Federal Deposit
Insurance Commission. The risk associated with these amounts is considered low
due to the credit quality of the institutions.

The Company considers all highly liquid investments with a maturity of three
months or less at the date of acquisition to be cash equivalents. The credit
risk associated with cash equivalents is considered low due to the credit
quality of the issuers of the financial instruments.

                                       40
<PAGE>

                            Hydron Technologies, Inc.

             Notes to Consolidated Financial Statements (continued)

1.  DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)

CONCENTRATION OF CREDIT RISK

Trade accounts receivable are due primarily from HSN and QVC, Inc. (QVC) which
are usually paid to the Company within 30 days after HSN's and QVC's receipt of
goods. The Company performs ongoing evaluations of its significant customers and
does not require collateral.

INVENTORIES

Inventories are valued at the lower of cost (first-in, first-out) or market, and
include finished goods, packaging and raw materials

LONG-LIVED ASSETS

Long-lived assets, consisting primarily of deferred product costs, are accounted
for in accordance with Financial Accounting Standards Board ("FASB") Statement
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of." FASB Statement No. 121 requires impairment losses be
recognized for long-lived assets when indicators of impairment are present and
the undiscounted cash flows are not sufficient to recover the assets' carrying
amount. The Company analyzes undiscounted cash flows on an annual basis. No
impairment losses have been recognized in the three-year period ended December
31, 2000.

PROPERTY AND EQUIPMENT

Property and equipment, consisting primarily of office leasehold improvements,
furniture and equipment, is carried at cost. Depreciation and amortization is
computed using the straight-line method over the estimated useful lives of the
assets, ranging from four to six years (see Note 3).

DEFERRED PRODUCT COSTS

Deferred product costs consist primarily of costs incurred for the purchase and
development of patents and product rights (see Note 4). The deferred product
costs are being amortized over their estimated useful lives of eight to 20 years
using the straight-line method.

                                       41
<PAGE>

                            Hydron Technologies, Inc.

             Notes to Consolidated Financial Statements (continued)

1.  DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)

COMMON STOCK, COMMON STOCK OPTIONS AND NET LOSS PER SHARE

On October 1, 1998, the Company's shareholders approved a one-for-five reverse
stock split of the Company's Common Stock, which became effective on October 19,
1998. All share data and per share amounts have been adjusted to reflect the
reverse stock split on a retroactive basis.

When the Company issues shares of common stock in exchange for services, an
expense is recognized over the period in which the services are rendered based
upon the fair value of such shares at the date such arrangements are consummated
or authorized by the Board of Directors, with a corresponding credit to capital.

The Company has elected to follow Accounting Principles Board (APB) Opinion No.
25, "Accounting for Stock Issued to Employees," and related Interpretations in
accounting for its stock options and has adopted the disclosure-only provisions
of FASB Statement No. 123, "Accounting and Disclosure of Stock-Based
Compensation." Accordingly, no compensation cost has been recognized for the
Company's stock option plans.

REVENUE RECOGNITION AND PRODUCT WARRANTY

Revenue from product sales is recognized at the time of shipment. Provision is
made in the period of the sale for estimated product returns from the ultimate
end user.

RESEARCH AND DEVELOPMENT

Research and development costs are charged to operations when incurred and are
included in operating expenses.

ADVERTISING

Advertising costs are expensed as incurred and are included in "selling, general
and administrative expenses." Advertising expenses amounted to approximately
$140,000, $263,000, and $112,000 for 2000, 1999, and 1998, respectively.

                                       42
<PAGE>

                            Hydron Technologies, Inc.

             Notes to Consolidated Financial Statements (continued)


2.  FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of cash, accounts receivables, deposits, accounts payable and
other payables approximates fair value because of their short maturities.

3.  EMPLOYMENT CONTRACT SETTLEMENT

For the years' ended December 31, 1999, and 1998, the Company recorded charges
of $620,099, and $627,713, respectively, for the settlement and associated legal
fees regarding three employment contracts. These contracts, which originated
during 1993 and 1994, overburdened the Company's operations during a transition
period when Company's revenues could not support the contracts. The Company does
not currently have any employment contracts, and did not incur any related
expenses for the year ended December 31, 2000.

4.  RECLASSIFICATION

Certain amounts previously reported for 1999 and 1998 have been reclassified to
conform to the classification used in 2000. Such reclassifications had no effect
on the reported net loss.

5.  INVENTORIES

At December 31, 2000 and 1999, inventories consist of the following:

                                                       2000              1999
                                                    ----------        ----------
Finished goods                                      $  869,082        $  753,692
Raw materials and components                           629,314           684,600
                                                    ----------        ----------
                                                    $1,489,396        $1,438,292
                                                    ==========        ==========

The results of operations include charges of $794,362, and $442,254 for the
years ended December 31, 1999 and 1998, respectively. These charges relate
primarily to the write-down, to net realizable value, of components and finished
goods of products that the Company does not plan to promote in the future, which
consist mainly of products outside of the traditional skin care product line,
such as hair care, sun care, bath and body products and other products.

Although these write-downs have been abnormally high due to the changes in
distribution channels and packaging, Management believes that some inventory
obsolescence and revitalized packaging is an annual cost of producing revenue
growth in this industry.

                                       43
<PAGE>

                            Hydron Technologies, Inc.

             Notes to Consolidated Financial Statements (continued)

6.  PROPERTY AND EQUIPMENT

At December 31, 1999 and 1998, property and equipment consist of the following:

                                                     2000               1999
                                                 -----------        -----------
Furniture and equipment                          $   573,982        $   576,572
Leasehold improvements                               468,252            468,252
                                                 -----------        -----------
                                                   1,042,234          1,044,824
Less accumulated depreciation                       (931,232)          (758,081)
                                                 -----------        -----------
                                                 $   111,002        $   286,743
                                                 ===========        ===========

7.  DEFERRED PRODUCT COSTS AND ROYALTY AGREEMENTS

From 1976 through 1989, the Company and National Patent entered into various
agreements, wherein the Company obtained the exclusive worldwide rights to
market products using Hydron polymers in the consumer and oral health fields,
the two fields in which the Company has concentrated its research and
development efforts, and to utilize the Hydron polymer as a drug release
mechanism in topically applied, nonprescription pharmaceutical products. The
Hydron polymer is the underlying technology in substantially all of the
Company's products. National Patent has the exclusive worldwide rights to market
prescription drugs and medical devices using Hydron polymers. Further, each has
the right to exploit products with Hydron polymers not in the other's exclusive
fields. As consideration for product rights obtained, the Company issued
National Patent an aggregate of 220,000 shares of common stock through 1989,
valued at $5,370,000. The valuation for these shares was based on the market
prices of the Company's common stock at the dates the agreements were made.

The agreements require the Company to pay a 5% royalty to National Patent based
on the net sales of products containing the Hydron polymer. Additionally,
National Patent is required to pay the Company a 5% royalty on its net sales of
Hydron polymer-based products, except with respect to certain excluded products.
In the area of prescription and nonprescription drugs using Hydron polymers as a
drug release mechanism, both the Company and National Patent have agreed to pay
the other a royalty equal to 5% of net sales received from third parties with
regard to such products developed. In addition, each will pay the other 25% of
any up-front license fees, royalties or similar payments received from third
parties with regard to such products developed in the area of nonprescription
drugs.

                                       44
<PAGE>

                            Hydron Technologies, Inc.

             Notes to Consolidated Financial Statements (continued)

7.  DEFERRED PRODUCT COSTS AND ROYALTY AGREEMENTS (CONTINUED)

For the years ended December 31, 2000, 1999, and 1998, the Company incurred
royalties payable to National Patent of approximately $103,000, $130,000, and
$190,000, respectively. The Company has not received any royalties from National
Patent during these periods.

8.  INVESTMENT IN JOINT VENTURE

During 1995, the Company entered into an agreement with QVC and another company
to form a joint venture known as Hydromercial Partners (the "Joint Venture").
The purpose of the Joint Venture was to provide and sell the Company's Hydron
polymer-based skin care line by means of a thirty (30) minute commercial
("Infomercial") which the Joint Venture produced. As of March 31, 2000, the
Joint Venture discontinued operations and was dissolved during the year ended
December 31, 2000. The Company has received inventory and 50% of the proceeds
from liquidation. The amount realized exceeded the carrying value in the balance
sheet by $2,194, which is reflected in the 2000 operating statement.

9.  SIGNIFICANT CUSTOMER

The Company presently sells a substantial portion of its products to HSN and
QVC. The percent of Company's sales for the years ended December 31, 2000, 1999,
and 1998 and trade receivable balances as of December 31, 2000, 1999, and 1998
are as follows:

                                      2000           1999           1998
                                    --------       --------       --------
            Percent of Sales
                      HSN                 32%            25%            --
                      QVC                 18%            43%            79%
            Trade Receivables
                      HSN           $ 97,186       $ 34,743             --
                      QVC           $ 44,120       $  3,747       $427,000

The Company entered into a license agreement with QVC, Inc. ("QVC License
Agreement") in 1993, whereby QVC was granted exclusive rights to market and
distribute the Company's proprietary consumer products using Hydron polymers in
the Western Hemisphere. In 1996, the Company and QVC modified the QVC License
Agreement ("Amended License Agreement"), whereby the Company reacquired certain
retail marketing rights to the Hydron product line. Such retail marketing rights
included prestige retail channels of distribution such as traditional department
and specialty stores, boutique stores and beauty salons, as well as catalog
sales. QVC was entitled to receive a commission from the Company on any such
sales.

                                       45
<PAGE>

                            Hydron Technologies, Inc.

             Notes to Consolidated Financial Statements (continued)

9.  SIGNIFICANT CUSTOMER (CONTINUED)

In addition, the Amended License Agreement increased the minimum product
purchase requirements QVC was required to meet, on an annual basis over a
two-year term ended May 31, 1998, to maintain its exclusive rights to market
Hydron consumer products in the Western Hemisphere, through all channels of
distribution except as noted above. QVC did not meet the annual minimum product
purchase requirements to maintain exclusivity for the year ended May 31, 1997.

On June 11, 1997, the Company and QVC renegotiated the Amended License Agreement
("Renegotiated License Agreement") pursuant to which the term of the Amended
License Agreement was extended to May 31, 1999. Under the terms of the
Renegotiated License Agreement, QVC was required to meet certain minimum product
purchase requirements during each two-year period during the term of the
agreement, as well as annual minimum product purchase requirements, to maintain
its exclusive rights. No obligation existed for QVC to purchase the Company's
product, except to maintain such exclusive rights, and no assurances could be
given that QVC would meet the escalating minimum purchase levels for subsequent
years in order to maintain such exclusive rights. If QVC had met the stipulated
minimum product purchase requirements, then the Renegotiated License Agreement
would have renewed automatically. If QVC did not meet the annual minimum product
purchase requirements, the Company could elect to continue or terminate the
Renegotiated License Agreement as of the end of each contract year during the
term.

Although QVC did not satisfy the minimum product purchase requirements for the
period ended May 31, 1998, the Company elected to continue the Renegotiated
License Agreement at that time. Effective May 31, 1999, the Company terminated
the Renegotiated License Agreement as a result of QVC's failure to satisfy the
annual minimum product purchase requirements for the period ended May 31, 1999.
Under the terms of the Renegotiated License Agreement, QVC had a period of 30
days, commencing with the Company's notice to QVC of its decision to terminate,
to satisfy the minimum product purchase requirements. As the deficiency was not
cured during that time, the Renegotiated License Agreement terminated May 31,
1999. Under the terms of the Renegotiated License Agreement, following
termination thereof, the Company could not market or sell certain Hydron
products through direct response television in the Western Hemisphere, for a
period of three months ending September 1, 1999.

The Company continues to sell certain product to QVC, on a non-exclusive basis,
so that QVC can resell these products to their customers who had previously
purchased and wish to re-order Hydron products.

                                       46
<PAGE>

                            Hydron Technologies, Inc.

             Notes to Consolidated Financial Statements (continued)

9.  SIGNIFICANT CUSTOMER (CONTINUED)

Effective September 1, 1999, the Company entered into a marketing and
distribution agreement (the "Home Shopping Agreement") with HSN, that grants HSN
an exclusive worldwide license to market and distribute certain of the Company's
proprietary consumer products through various forms of electronic retailing. The
Home Shopping Agreement also grants HSN a non-exclusive license to market Hydron
products through all other methods of distribution in certain countries outside
the United States.

Under the terms of the Home Shopping Agreement, HSN would make minimum product
purchases i) during the period ending 12 months following the date on which the
products first aired on HSN's television programs, and ii) during the second 12
months following the date of the first airing (the "Initial Term"). Should HSN
have exceeded a certain threshold amount in retail sales of Hydron products to
consumers during the Initial Term, the term of the Home Shopping Agreement could
be automatically renewed after the Initial Term for an indefinite number of
successive one-year periods, subject to HSN's having achieved certain escalating
threshold levels in product purchases. However, beginning in the third contract
year, HSN would no longer be required to make minimum product purchases, except
to maintain exclusivity.

The Company launched its products on HSN's television network on September 16,
1999. Hydron products have since been featured in "Hydron Skin Care Solutions"
hours. In addition to selling Hydron products on-air, HSN provides brand
development, and marketing promotion and support for the products, including
direct mail, sampling, outbound telemarketing, package inserts, advertising and
publicity programs, the costs and expenses of which are shared equally by HSN
and the Company.

HSN did not meet the minimum purchase requirements during the first year of the
two-year agreement. Therefore the contract does not automatically renew after
the Initial Term. Management is currently conducting discussions with HSN to
resolve the first year shortfall and revised terms for HSN to maintain its
exclusivity. Although Management is optimistic of achieving a successful
conclusion, a favorable result is not certain.

10. INCOME TAXES

The Company accounts for income taxes under FASB Statement No. 109, "Accounting
for Income Taxes" (FASB 109). Deferred income tax assets and liabilities are
determined based upon differences between financial reporting and tax bases of
assets and liabilities and are measured using the enacted tax rates and laws
that will be in effect when the

                                       47
<PAGE>

                            Hydron Technologies, Inc.

             Notes to Consolidated Financial Statements (continued)

10. INCOME TAXES (CONTINUED)

differences are expected to reverse. There has been no income tax expense during
the three years ended December 31, 2000, 1999, and 1998.

Deferred income taxes reflect the net tax effect of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's net deferred income taxes are as follows:

                                          2000           1999           1998
                                      -----------    -----------    -----------
Net operating loss carryforwards      $ 7,135,000    $ 6,478,000    $ 5,414,000
Tax credit carryforwards                  180,000        180,000        215,000
Other                                     575,000        951,000        819,000
                                      -----------    -----------    -----------
Deferred tax assets                     7,890,000      7,609,000      6,448,000
Less valuation allowance               (7,890,000)    (7,609,000)    (6,448,000)
                                      -----------    -----------    -----------
Total net deferred taxes              $        --    $        --    $        --
                                      ===========    ===========    ===========

FASB 109 requires a valuation allowance to reduce the deferred tax assets
reported if, based on the weight of the evidence, it is more likely than not
that some portion or all of the deferred tax assets will not be realized. After
consideration of all the evidence, both positive and negative, Management has
determined that a $7,890,000 valuation allowance at December 31, 2000 is
necessary to reduce the deferred tax assets to the amount that will more likely
than not be realized. The valuation allowance increased by $281,000, $1,161,000,
and $909,000 in 2000, 1999 and 1998, respectively. At December 31, 2000, the
Company has available net operating loss carryforwards of $18,778,000, which
will expire beginning in the year 2002 and through the year 2015. The tax
benefit relating to $2,745,000 of the above net operating loss carryforwards
will be charged to shareholders' equity in the period in which the benefit is
recognized.

The reconciliation of income tax rates, computed at the U.S. federal statutory
tax rates, to income tax expense is as follows:

                                                   YEARS ENDED DECEMBER 31,
                                                  -------------------------
                                                   2000       1999     1998
                                                  -----      -----    -----
Tax at U.S. statutory rates                          34%        34%      34%
State income taxes, net of federal tax benefit        4          4        4
Valuation allowance adjustments                     (38)       (38)     (38)
                                                  -----      -----    -----
                                                    -0-%       -0-%     -0-%
                                                  =====      =====    =====

                                       48
<PAGE>

                            Hydron Technologies, Inc.

             Notes to Consolidated Financial Statements (continued)

11. STOCK OPTIONS AND WARRANTS

The number of shares of common stock reserved for issuance at December 31, 2000
and 1999 was 411,100.

1989 STOCK OPTION PLAN

Under the 1989 Stock Option Plan, the Company may grant incentive stock options,
nonqualified stock options and/or stock appreciation rights to key employees,
officers, directors and consultants of the Company, and its present and future
subsidiaries to purchase an aggregate of 200,000 shares of the Company's common
stock.

These options expire five years from the date of the grant. There are no
outstanding options at December 31, 2000. There are 12,100 options available for
grant under this plan at December 31, 2000.

1993 STOCK OPTION PLAN

Under the 1993 Stock Option Plan, the Company may grant incentive stock options,
nonqualified stock options and/or stock appreciation rights to key employees,
officers, directors and consultants of the Company to purchase an aggregate of
200,000 shares of the Company's common stock.

These options expire five years from the date of the grant and all but 2,000 of
the outstanding options are exercisable at December 31, 2000. There are no
options available for grant under this plan at December 31, 2000.

1993 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN

The 1993 Nonemployee Director Stock Option Plan provides grants of stock options
to nonemployee directors of the Company to purchase an aggregate of 50,000
shares of the Company's common stock.

These options expire five years from the date of the grant and all outstanding
options are exercisable at December 31, 2000. There are 14,000 options available
for grant under this plan at December 31, 2000.

1997 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN

During 1997, the Company adopted the 1997 Nonemployee Director Stock Option
Plan. Such plan provides grants of stock options to nonemployee directors of the
Company to purchase an aggregate of 100,000 shares of the Company's common
stock. Each

                                       49
<PAGE>

                            Hydron Technologies, Inc.

             Notes to Consolidated Financial Statements (continued)

11. STOCK OPTIONS AND WARRANTS (CONTINUED)

1997 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN (CONTINUED)

nonemployee director shall be granted an option to purchase 2,000 shares of the
Company's common stock on each May 1st throughout the term of this plan at
exercise prices equal to the average of the fair market value of the Company's
common stock during the ten business days preceding the date of the grant. In
addition, each nonemployee director who sits on a committee of the Board of
Directors shall be granted an option to purchase 500 shares of the Company's
common stock under the same pricing arrangements as above. Subject to certain
exceptions, no options granted under this plan shall be exercisable until one
year after the date of grant.

During August 1999, the Company agreed to grant an option to purchase 18,000
shares of the Company`s common stock to each of the five individuals comprising
the Board of Directors, subject to shareholders' approval at the next annual
meeting, at an exercise price of $.64065 per share. Since the options have been
granted pending shareholders' approval, the options are reflected as outstanding
as of December 31, 1999.

These options expire five years from the date of grant and all but 6,000 of the
outstanding options are exercisable at December 31, 2000. There are 47,500
options available for grant under this plan at December 31, 2000.

Activity with respect to these plans is as follows:
                                                                        WEIGHTED
                                       NUMBER OF                        AVERAGE
                                       OPTIONS/         PRICE           EXERCISE
                                       WARRANTS        PER SHARE         PRICE
                                       --------        ---------         -----
Outstanding at December 31, 1997         80,700      3.02 to 28.44       14.18
    Stock options granted                15,500       .53 to  2.42         .68
    Stock options expired               (14,000)      .53 to 12.50       12.14
                                       --------
Outstanding at December 31, 1998         82,200       .53 to 28.44       12.00
    Stock options granted               199,500       .64 to   .92         .74
    Stock options expired               (41,700)      .53 to 28.44       15.24
                                       --------
Outstanding at December 31, 1999        240,000       .53 TO 23.91        2.06
    Stock options granted                 8,000                .37         .37
    Stock options expired               (60,500)      .64 TO 23.91        4.05
                                       --------
Outstanding at December 31, 2000        187,500       .37 TO 12.50        1.34
                                       ========

                                       50
<PAGE>

                            Hydron Technologies, Inc.

             Notes to Consolidated Financial Statements (continued)

11. STOCK OPTIONS AND WARRANTS (CONTINUED)

OTHER OPTIONS AND WARRANTS

The Company has agreements with several consultants who are to provide
financial, business and technical advice to the Company in connection with the
research, development, marketing and promotion of its products and other
matters. In exchange, these consultants were granted warrants and nonqualified
stock options to purchase shares of the Company's common stock at prices
representing the fair market value of the shares at the date of grant. Activity
with respect to options and warrants granted to these consultants is summarized
below:
                                                                        WEIGHTED
                                       NUMBER OF                        AVERAGE
                                       OPTIONS/         PRICE           EXERCISE
                                       WARRANTS        PER SHARE         PRICE
                                       --------        ---------         -----

Outstanding at December 31, 1997        112,000      12.50 to 25.00      13.84
    Stock options expired               (10,000)         12.50           12.50
                                       --------
Outstanding at December 31, 1998        102,000      13.75 to 25.00      13.97
    Stock options granted                50,000           2.50            2.50
    Stock options expired                (2,000)         25.00           25.00
                                       --------
Outstanding at December 31, 1999
and 2000                                150,000       2.50 TO 25.00      10.17
                                       ========

The options and warrants outstanding at December 31, 2000 expire two to five
years after the date of grant. At December 31, 2000, all outstanding options and
warrants are exercisable.

Pro forma information regarding net income and earnings per share is required by
FASB Statement No. 123, which also requires that the information be determined
as if the Company had accounted for its stock options granted subsequent to
December 31, 1994 under the fair value method of that Statement. The fair value
for these options was estimated at the date of the grant using a Black-Scholes
option pricing model with the following weighted-average assumptions for the
years ended December 31, 2000, 1999, and 1998:

                                         2000          1999        1998
                                       -------       -------     -------
Risk-free interest rate                  6.0%          6.0%        6.5%
Expected life                          3 YEARS       3 years     3 years
Expected volatility                      702%          825%        757%
Expected dividend yield                    0%            0%          0%

                                       51
<PAGE>

                            Hydron Technologies, Inc.

             Notes to Consolidated Financial Statements (continued)

11. STOCK OPTIONS AND WARRANTS (CONTINUED)

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

For purposes of the pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The effect of
compensation expense from stock option awards on proforma net income reflects
only the vesting of 1998, 1997, 1996 and 1995 awards in 1998, the vesting of
1999, 1998, 1997, 1996 and 1995 awards in 1999, and the vesting of 2000, 1999,
1998, 1997, 1996, and 1995 awards in 2000 in accordance with Statement No. 123.
Because compensation expense associated with the stock option award is
recognized over the vesting period, the initial impact of applying Statement No.
123 may not be indicative of compensation expense in future years, when the
effect of the amortization of multiple awards will be reflected in pro forma net
income. The effect of Statement No. 123 resulted in a pro forma net loss of
$925,152, $3,015,082, and $1,911,068 for the years ended December 31, 2000,
1999, and 1998, respectively. In addition, the pro forma net loss per share was
$.19, $.61, and $.39 per share for the years ended December 31, 2000, 1999, and
1998, respectively.

The weighted average grant-date fair value of options granted during the year
ended December 31, 2000 was $.19 for options whose exercise price was equal to
the market price on the date of the grant. There were no options granted during
the year ended December 31, 2000 whose exercise price was greater than or less
than the market price on the date of the grant. The weighted average remaining
contractual life of all options outstanding at December 31, 1999 was 2.0 years.

                                       52
<PAGE>
                            Hydron Technologies, Inc.

             Notes to Consolidated Financial Statements (continued)


12. RELATED PARTY TRANSACTIONS

During 1997, the Company hired a director as a marketing consultant, who was
paid approximately $43,000, $48,000 and $21,000 for the years ended December 31,
1999, 1998 and 1997, respectively. This consulting relationship ended in
December 1999.

The Company has also paid a consultant, who was a director from September 1997
to October 1998, advisory fees, quality control and product testing expense
reimbursements of approximately $63,000, $130,000, and $101,000 during the years
ended December 31, 2000, 1999, and 1998, respectively. Although the contract has
expired, Management has continued this agreement on a month-to-month basis.

The Company sells products to any of the Company's shareholders at a 25%
discount. This discount is designed to acknowledge the appreciation of the
shareholders support and to promote the use of the products.

13. COMMITMENTS

The Company leases office space under a noncancelable lease agreement, which
expires in September 2001. In April 1999, the Company subleased a portion of its
office space to unrelated third parties under a noncancelable sublease agreement
under terms similar to the original lease. The sublease resulted in a reduction
of rent expense of approximately $31,000 in 2000. At December 31, 2000, the
future minimum rental payments due under this noncancelable lease are $55,000.

Net rent expense was approximately $185,000, $226,000, and $269,000 in 2000,
1999, and 1998, respectively.

14. MANAGEMENT'S PLAN

The Company has incurred significant losses over the past five years. The
ability of the Company to continue as a going concern is dependent on increasing
sales while managing operating expenses.

           Management's plan to increase sales and reduce operating expenses
includes several specific actions. Catalog sales will continue to be emphasized
since they have higher profit margins and represent markets for the Company that
are growing more rapidly than the Company's traditional television market.
Direct marketing techniques will be used to reach new and current consumers such
as promotions mailed to targeted

                                       53
<PAGE>

                            Hydron Technologies, Inc.

             Notes to Consolidated Financial Statements (continued)


14. MANAGEMENT'S PLAN (CONTINUED)

Consumers, Web site specials, promotions to other Web site customers, and direct
e-mail promotions to new customers.

           The Company will make every effort to expand its television sales
presence with HSN and HSE. The Company is negotiating with HSN to set a schedule
of show hours that will allow for the organized development of new products
appropriate to the venue.

           In addition, the Company has added a significant Private Label
customer of Hydron based formulas with a proprietary nutritional complex of
additives that will begin ordering in second quarter, 2001. This customer
competes in the Multi-Level Marketing category and has been successful for 13
years.

           The Company is also pursuing international distribution agreements
that will expand the company's distribution around the world. Finally, the
Company will continue to develop proprietary technology that it believes will
improve its long-term success in the category.

            Based on the above plan and the Company's present cash position, the
absence of any short or long term debt, arrangements with third parties for
contractual manufacturing and R&D, and the Company's present business strategy,
Management believes that the Company has adequate resources to meet normal,
recurring obligations, for at least the next twelve months, as they become due.
Further, in view of the payment terms in connection with sales to HSN,
Management does not anticipate any difficulty in financing foreseeable inventory
requirements.

There can be no assurances that Management's Plan will be successful and the
Company's actual results could differ materially. No estimate has been made
should Management's plan be unsuccessful.

                                       54
<PAGE>

                                   SIGNATURES


           Pursuant to the requirements of 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.

                                         HYDRON TECHNOLOGIES, INC.
                                         (Registrant)

                                         By: /s/ RICHARD BANAKUS
                                             -----------------------------------
                                         Richard Banakus, Interim President

                                         Date: April 2, 2001

           Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated:

By: /s/ RICHARD BANAKUS                           By: /s/ WILLIAM A FAGOT
    --------------------------                        --------------------------
Richard Banakus,                                  William A. Fagot
Chairman of the Board                             (principal financial and
(principal executive officer)                     accounting officer)
Date: April 2, 2001                               Date: April 2, 2001

By: /s/ JOSHUA ROCHLIN                            By: /s/ KAREN GRAY
    --------------------------                        --------------------------
Joshua Rochlin, Director                          Karen Gray, Director
Date: April 2, 2001                               Date: April 2, 2001

By: /s/ CHARLES JOHNSTON
    --------------------------
Charles Johnston, Director
Date: April 2, 2001

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