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

                                   FORM 10-KSB

Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
for the fiscal year ended December 31, 2000.

Transition report under Section 13 or 15(d) of the Securities Exchange Act of
1934 for the transition period from --------- to------------------.

                           Commission File No. 0-18271


                             BIOMERIDIAN CORPORATION
                    -----------------------------------------
                 (Name of small business issuer in its charter)


            Utah                                    87-0467614
---------------------------------         -----------------------------------
(State or other jurisdiction of           (IRS Employer Identification No.)
 Incorporation or Organization)

12411 South 265 West, Suite F
Draper, Utah                                                           84020
---------------------------------------                                -----
(Address of principal executive offices)                             (Zip Code)


Issuer's telephone number, including area code:  (801) 501-7517

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act:

         Common Stock
         Par Value $.0002 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  and  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 X No ________

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B in this form, and no disclosure will be contained, to the best of
issuer's knowledge,  in definitive proxy or information statements  incorporated
by  reference  in Part III of this  form  10-KSB or any  amendment  to this form
10-KSB. X

The issuer's revenues for its most recent fiscal year totaled $5,950,690.

The aggregate market value of the voting stock held by  non-affiliates  computed
by  reference  to the price at which the stock was sold,  or the average bid and
ask prices of such stock as of December 29, 2000 was $1,423,574.

                                       i
<PAGE>


30,660,331 shares of the issuer's common stock were issued and outstanding as of
December 31, 2000.

Transitional Small Business Disclosure Format (Check one):
                                            Yes           No - X -
                                                ------      ------


                                       ii
<PAGE>


                                TABLE OF CONTENTS


PART I

         Item 1.  Description of Business . . . . . . . . . . . . . . .        1

         Item 2.  Description of Property . . . . . . . . . . . . . . .        4

         Item 3.  Legal Proceedings   . . . . . . . . . . . . . . . . .        5

         Item 4.  Submission of Matters to a Vote of Security Holders .        5


PART II

         Item 5.  Market for Common Equity and Related Stockholder
                           Matters . . . . . . . . . . . . . . . . . .         6

         Item 6.  Management's Discussion and Analysis or
                           Plan of Operation . . . . . . . . . . . . .         8

         Item 7.  Financial Statements. . . . . . . . . . . . . . . . .       11

         Item 8.  Changes in and Disagreements with Accountants on
                           Accounting and Financial Disclosure . . . .        11

PART III

         Item 9.  Directors, Executive Officers, Promoters and Control
                           Persons; Compliance with Section 16a of the
                           Exchange Act. . . . . . . . . . . . . . . .        12

         Item 10. Executive Compensation . . . . . . . . . . . .  . . .       14

         Item 11. Security Ownership of Certain Beneficial Owners and
                           Management. . . . . . . . . . . . . . . . .        15

         Item 12  Certain Relationships and Related Transactions  . . .       17


PART IV

         Item 13  Exhibits and Reports on Form 8-K  . . . . . . . . . .       18


SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       19


                                      iii

<PAGE>


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Business Development

         BioMeridian Corporation,  formerly known as Magellan Technology,  Inc.,
("BioMeridian" or the "Company"),  was incorporated  under the laws of the State
of Utah on June 16, 1989. Its founders  organized the Company for the purpose of
raising capital and seeking profitable business opportunities.

         In February  1992, the Company  completed the  acquisition of Satellite
Image Systems, Inc. ("SIS"), a Utah corporation engaged in providing image-based
data  entry  services   utilizing   licensed  and  proprietary  data  entry  and
communications  software.  The acquisition was  accomplished by merging SIS with
and into the Company's wholly-owned subsidiary, SIS International, Inc. with SIS
being the surviving  corporation.  Through the merger, SIS became a wholly-owned
subsidiary of the Company.  In August 1996, the Company  announced the formation
of a joint venture with United  Insurance  Companies,  Inc.  ("UICI") of Dallas,
Texas to expand UICI's presence in the medical claims processing  business.  SIS
contributed its technology,  operations and management to a newly-formed entity,
SIS,  LLC. UICI  contributed  $3 million in cash and a $2 million line of credit
for working  capital.  The Company retained a 46.5% interest in SIS, LLC. Darwin
D. Millet,  formerly President of SIS, became the Chief Executive Officer of the
newly-formed  limited  liability  company.  UICI  is a  financial  company  with
interest  in life and health  insurance  and  related  services,  including  the
administration and delivery of managed health care programs to selected markets.

         In October  1996,  the Company  completed  the  acquisition  of SkyHook
Technologies,  Inc., a Utah  corporation  ("SkyHook")  engaged in development of
proprietary,  cargo-management  systems  for  use  with  helicopters.  SkyHook's
initial  cargo-management  product was the  SkyHook  External  Cargo  Management
System  ("ECMS") which is a  computer-controlled,  multiple-hook  cargo carrying
device that attaches to a long line beneath the helicopter.  The acquisition was
accomplished  with the exchange of 4,874,936 shares of BioMeridian  common stock
for all issued and  outstanding  shares of SkyHook  common  stock.  SkyHook then
became a wholly-owned subsidiary of the Company.

         In April 1997,  the Company  organized  Bio-Origins,  formerly known as
Magellan  Service  Company,  as a  wholly-owned  subsidiary  to pursue  avionics
integration contract opportunities.

         In October 1997,  the Company  completed the  acquisition  of BioSource
Inc.  ("BioSource"),  a Utah corporation engaged in the development and sales of
the  "LISTEN"  biofeedback  information  system  which is  marketed  and sold to
healthcare  practitioners  in  the  complementary  healthcare  marketplace.  The
acquisition was ultimately accomplished through the exchange of $190,000 in cash
and 225,000  shares of  BioMeridian  common stock in exchange for all issued and
outstanding shares of BioSource common stock.  BioMeridian  International,  Inc.
("BioMeridian  International"),  a wholly-owned  subsidiary of the Company,  was
formed as the surviving entity.

         In May 1998,  the Company  completed the sale of its 46.5%  interest in
SIS, LLC to UICI of Dallas,  Texas resulting in the complete  divestiture of the
Company's involvement in image-based data entry services.  The Company completed
the sale  primarily  for the  purpose of raising  funds for the  acquisition  of
additional entities deemed strategically beneficial to the Company. The sale was
completed  for  $1,500,000  and  resulted  in a gain on  sale  of  approximately
$180,000.


                                       1
<PAGE>

         In May 1998, the Company  completed the acquisition of certain licenses
and technology of Digital Health,  LLC, a Utah limited liability company engaged
in a business similar to that of BioMeridian International. This acquisition was
completed  in an effort to improve  the  market  share and  market  position  of
BioMeridian  International with its technology-based  Meridian Stress Assessment
("MSA")  equipment  in the  complementary  healthcare  marketplace  through  the
immediate acquisition of FDA registration of the technology. The acquisition was
accomplished  through the exchange of  1,375,000  shares of  BioMeridian  common
stock and  $250,000 in cash  payable in monthly  installments  of  $15,000.  The
operations  of  Digital  Health,   LLC  were  then  combined  with   BioMeridian
International.

         In September 1999, the Company  completed the acquisition of Biological
Technologies  International,  Inc. ("BTI") which the Company acquired  effective
September 17, 1999 through its wholly-owned  subsidiary,  BTI Acquisition  Corp.
The acquisition of BTI included the issuance of 3,024,024  shares of BioMeridian
common  stock  for  all of the  outstanding  shares  of BTI  common  stock.  The
acquisition was accounted for as a "pooling of interests" transaction.

         In  December  1999,  the  Company  completed  the  sale of  SkyHook  to
Envirofoam Technologies, Inc. ("EFT"). The sale was completed at an agreed price
of $3,000,000.  Of this sale amount, a note payable was issued to the Company by
EFT in the amount of $2,500,000  and a management  fee for services  rendered in
the amount of $500,000 was to be paid to BioMeridian. On the closing date of the
sale transaction,  $500,000 was paid to the Company against the note payable and
the  remaining  $2,000,000  note  payable  was to be paid  in  four  consecutive
payments of $500,000 over the following four months,  with the first payment due
on or before  January  31,  2000.  On March 9, 2000,  the terms of the note were
amended. The January 31, 2000 payment was received in the amount of $500,000 and
the remaining  balance of $1,500,000 was to be received in 3 monthly payments in
the amounts of $100,000, $500,000, and $900,000,  respectively,  beginning March
31, 2000. The management fee of $500,000 was not paid. On May 5, 2000, the terms
of the note were again  amended.  The March 31, 2000 payment was received in the
amount of $100,000 and a payment in the amount of $300,000 was received on April
30, 2000 leaving a remaining note payable  balance due of  $1,100,000,  plus the
$500,000 management fee for a total due of $1,600,000.  Effective June 30, 2000,
this  remaining  balance  due was  converted  to 290,909  shares of EFT Series B
Convertible Preferred Stock. As interest payments, EFT was obligated to issue to
the  Company a specified  number of  additional  shares of Series B  Convertible
Preferred  Stock at the end of each of the eleven  months  beginning on July 31,
2000.  On  December  18,  2000,  the  Company  and EFT  further  modified  their
agreement.  Under the terms of the  modified  agreement,  EFT  relinquished  its
option to repurchase its stock held by the Company in exchange for the Company's
agreement  to release EFT from any further  obligation  to pay ongoing  interest
shares of Series B Convertible  Preferred Stock. There was no disposition of any
shares of EFT stock by the Company as of December 31, 2000.

         In  November  2000,  the Company  entered  into an  Amendment  to Notes
Payable  pursuant  to which BTI agreed to sell  certain  assets of BTI that were
acquired by BTI  pursuant to an  Agreement  and Plan of Merger  dated August 11,
1999. The assets  included the BTA S-2000,  the  BTA-2000SG,  an interest in the
development-stage BTA S-3000,  inventory, and intellectual property owned by BTI
related to Biological  Terrain  Assessment.  Biological  Terrain Assessment is a
process  for  assessing  a  patient's  health  by  examining  the acid  balance,
oxidative stress level, and mineral  concentrations in a patient's blood, urine,
and saliva.  BTI's initial  acquisition  of the Assets was reported in a Current
Report on Form 8-K filed with the SEC on October 1, 1999.


                                       2
<PAGE>

Business of the Company

         BioMeridian International, Inc.

         PRODUCTS:

         MSA/IMAG and BEST Systems:
         BioMeridian International  manufactures and sells the MSA/IMAG and BEST
systems to healthcare practitioners throughout the world. This equipment is used
to assess  stress  and  assist  healthcare  practitioners  in the  analysis  and
treatment  of  certain  conditions.  If stress or  imbalance  is  detected  in a
patient,  the  systems  assist  the  practitioner  in  recommending  a course of
treatment or therapy to alleviate the stress or to restore balance to the body's
meridian systems.  BioMeridian  International also provides training classes and
support services for health care practitioners  that utilize these systems.  The
MSA/IMAG  system  is  listed  with the U.S.  Food and Drug  Administration  as a
stress-monitoring device.

         The Acupoint:
         The Acupoint  Meridian  Stylus is a powerful  tool that enables  better
results for testing patients on the MSA device. Healthcare practitioners can use
the Acupoint finder to accurately sense the precise location of each acupuncture
point associated with a meridian. The energetic readings are digitally displayed
on the indicator bar to facilitate  the correct  placement of the Acupoint.  The
Acupoint  Stylus  helps  reduce the  learning  curve of finding the  acupuncture
points and can deliver repeatable results.

         The AcuPro:
         The AcuPro is a fast,  portable,  easy-to-use and less expensive way to
use  Meridian  Stress  Assessment  Technology.  As with the  MSA-21,  the AcuPro
assists the practitioner in selecting remedies for imbalanced meridians. It is a
modern,  compact  design  with a  flip-up  display  with  both  LED and  digital
readouts,  powered by a rechargeable  NiMH battery.  The AcuPro is attractive to
practitioners who do not need the "Virtual Library" of the MSA-21 but still want
to evaluate potential remedies. The AcuPro permits the practitioner to place the
remedy on a test  plate and then  test the  patient  with the same hand mass and
probe that the MSA-21 uses.


         The QRS Device:
         Twenty years of German  research has produced a new and simple approach
to maintaining good health. The Quantron  Resonance System,  ("QRS") is a pulsed
magnetic  therapy  unit that the  Company  believes  will be valuable to medical
professionals   and  home  users  alike.   The  QRS  uses  patented   technology
incorporating a double-edged  saw tooth wave that the Company believes induces a
unique effect on cell metabolism and the ionic change within the cells.  The QRS
is designed to recharge cells to their optimal  charge,  improving  health,  and
normalizing  physiology.  The QRS is  designed  to  stimulate  cell  metabolism,
strengthen the immune system,  help relax the nervous  system,  and helps in the
treatment of such diseases as  arthritis,  chronic  fatigue and insomnia,  among
others.  It can be used by multiple  age groups to  maintain  good health and to
improve the condition of those with  injuries and  illnesses  with no known side
effects.

         MARKETS:  The Company  believes the emerging market for meridian stress
assessment and magnetic therapy equipment is worldwide,  crossing the boundaries
of health care  disciplines.  The devices  sold by the Company are useful in the
practice of medicine,  osteopathy,  homeopathy,  naturopathy,  acupuncture,  and
other complementary disciplines.


                                       3
<PAGE>

         COMPETITION:  There are at least nine other devices sold throughout the
world that are similar in some respect to the MSA/IMAG and BEST  systems.  These
products  are  grouped  into  two  general  categories:   1)  Simple  electronic
measurement  devices,   which  typically  incorporate  older  and  less  dynamic
technology  and 2)  computerized  devices,  which are similar in approach to the
MSA/IMAG and BEST systems.

         MANUFACTURING:  BioMeridian  currently contracts with a third party for
the assembly of the MSA/IMAG,  BEST, Acupoint,  and AcuPro devices in a facility
located in Orem,  Utah.  Other  subassemblies  of the product are also currently
subcontracted  with other various vendors.  The QRS devices are purchased from a
domestic distributor.

         INTELLECTUAL  PROPERTY:  The Company owns several trademarks affiliated
with  branding  and   marketing   its  products.   The  Company  also  owns  its
engineering/development   work  and  original  software  and  hardware  designs.
BioMeridian is presently  pursuing  various  copyrights and other protection for
the MSA/IMAG and BEST software and other device design property.

         GOVERNMENT  REGULATION:  In the United States,  the MSA/IMAG system has
current  FDA  listing  as a  Class  II  device.  While  this  listing  is not an
endorsement by the FDA that the device is effective for any  particular  use, it
is an acknowledgement  that the device is considered to be safe when used within
the operating  guidelines.  With a Class II classification,  BioMeridian can not
claim  effectiveness  or success in the diagnosis or treatment of any particular
malady.  The  Company  can simply  state that the MSA-21 is listed with the FDA.
Individual  licensed  practitioners  who use this  device do so in concert  with
their  own   training  and   clinical   experience.   Use  of  the  BEST  system
internationally   is   subject   to  various   regulatory   requirements   on  a
country-by-country  basis.  The product has received various forms of regulatory
compliance for use in Canada,  Australia,  South Africa, and Germany. Due to the
low magnetic emissions, the QRS device is sold without regulatory oversight.

         EMPLOYEES:  As of December 31, 2000,  BioMeridian  employed thirty (33)
persons:  eight (8)  employees in  administration  and finance,  fifteen (15) in
sales and marketing,  three (3) in training and education, three (3) in customer
support and four (4) in operations and engineering.  BioMeridian has established
independent representatives in outlying geographical locations domestically. The
Company has current  contracts with 7 domestic  independent  representatives  in
various  geographical  locations across the United States.  The Company has also
established relationships with 13 independent international distributors.

Company Information

         The Company will distribute copies of this Annual Report on Form 10-KSB
to its  shareholders;  but will not be sending  separate  annual  reports to its
shareholders.  The Company does file annual reports on Form 10-KSB and quarterly
reports on Form 10-QSB with the Securities and Exchange  Commission.  The public
may read and copy any materials filed with the SEC at the SEC's Public Reference
Room at 450 Fifth Street,  N.W.,  Washington D.C.  20549.  The public may obtain
information on the operation of the Public  Reference Room by calling the SEC at
1-800-SEC-0330.  The SEC maintains an Internet site that contains reports, proxy
and information  statements  regarding the Company. The Internet address of such
site is http://www.sec.gov.

ITEM 2.  DESCRIPTION OF PROPERTY

         BioMeridian  currently  leases  one  facility  in  Draper,  Utah.  This
facility  is  the  headquarters  for  BioMeridian  Corporation  and  BioMeridian

                                       4
<PAGE>

International.  It  consists  of 5,563  square-feet  of  office  space and 2,741
square-feet  of high-bay  shop space.  The initial  lease term ran for 15 months
beginning  the 21st day of March  1999 and  ending on the 30th day of June 2000.
BioMeridian  and its landlord  have agreed to extend the lease on  substantially
the same terms and conditions through May 31, 2001. The Company and the property
owner have also agreed that in the interim  they will work  towards  executing a
longer-term lease agreement.

Investment policy with Respect to Real Estate Related Investments

         The Company  currently does not make  investments in real estate,  real
estate mortgages or securities of or interests in persons  primarily  engaged in
real estate activities.

ITEM 3.  LEGAL PROCEEDINGS

         In  December  1998,  a claim was filed  against the Company by a former
distributor  of the Company's  products,  which  alleged that the  distributor's
contract was  unlawfully  terminated  by the Company.  The  distributor  claimed
damages for lost profits. According to the contract between the Company and this
distributor,  any  disputes  are  to  be  adjudicated  through  the  process  of
arbitration.  Accordingly,  following  the  discovery  process,  an  arbitration
hearing was held in Salt Lake City, Utah from February 27, 2001 through March 1,
2001. The Company is presently awaiting the opinion of the arbitrator.

         In November  2000, the Company was informed by letter of a competitors'
counsel that the Company should 'cease and desist' in the production and sale of
certain of its devices.  Believing that the Company has a valid and  enforceable
license to market the devices in  questions,  the Company filed suit against the
competitor  on  December  5,  2000.  The  competitor  has  responded  and  filed
counterclaims  and the process is moving forward  without a clear  indication of
outcome at this time. The Company believes it possesses a valid right to produce
and market the  devices,  and intends to  aggressively  pursue its rights in the
litigation.

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

         None


                                       5
<PAGE>



                                     PART II

ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         MARKET  INFORMATION:  The  Company's  common  stock  is  traded  in the
over-the-counter  market. The following table sets forth the range of quotations
for the  Company's  common stock for the  quarters  indicated.  Such  quotations
reflect  inter-dealer prices,  without retail mark-up,  mark-down or commission,
and may not necessarily represent actual transactions.


---------------------------------------   ------------------   -----------------
   Fiscal Year Ended December 31, 2000         High Bid           Low Bid
---------------------------------------   ------------------   -----------------
First Quarter                                  $ 1.00              $.16
---------------------------------------   ------------------   -----------------
Second Quarter                                    .66               .31
---------------------------------------   ------------------   -----------------
Third Quarter                                     .50               .19
---------------------------------------   ------------------   -----------------
Fourth Quarter                                    .31               .08
----------------------------------------- ------------------   -----------------

---------------------------------------   ------------------   -----------------
   Fiscal Year Ended December 31, 1999         High Bid           Low Bid
---------------------------------------   ------------------   -----------------
First Quarter                                  $ 1.00              $.31
----------------------------------------- ------------------   -----------------
Second Quarter                                    .94               .44
----------------------------------------- ------------------   -----------------
Third Quarter                                    1.03               .38
----------------------------------------- ------------------   -----------------
Fourth Quarter                                    .50               .19
----------------------------------------- ------------------   -----------------


         SHAREHOLDERS:  The approximate  number of shareholders of record of the
Company's  common stock as of March 31, 2001 was two hundred (200).  This number
does not  include  shareholders  whose  shares are held in  securities  position
listings.

         DIVIDENDS:  The Company has not paid any cash  dividends  on its common
stock and does not anticipate  paying dividends in the foreseeable  future.  The
Company presently intends to retain future earnings for financing the growth and
expansion of the Company.

         UNREGISTERED SALE OF SECURITIES:

         The  Company  issued  100,000 and 2,000  shares of common  stock for 50
cents per share for services to  individuals  during the year ended December 31,
2000.

         The  Company  issued  166,667  shares of common  stock for 83 cents per
share in partial settlement of a note payable during the year ended December 31,
2000.

         In July 2000, the Company  converted  various notes payable due William
A. Fresh or entities  controlled by him to common stock. The total amount of the
notes  payable  prior to  conversion  was  $500,000  and the number of shares of
common stock exchanged by the Company was 1,250,000 at 40 cents per share.

         In October  2000,  the  Company  converted  various  notes  payable due
William A. Fresh or entities controlled by him to common stock. The total amount
of the notes payable  prior to conversion  was $500,000 and the number of shares
of common stock exchanged by the Company was 1,666,666 at 30 cents per share.

         The Company  sold 20,000 and 9,334  shares of common stock for 37 cents
and 37.5 cents per share  respectively  during the year ended December 31, 1999.

                                       6
<PAGE>

These sales were to two  individuals  pursuant to the Company's  stock incentive
plan.

         The Company sold 428,572  shares of common stock for 35 cents per share
to unrelated parties during the year ended December 31, 1999.

         The Company  issued  100,000  shares of common stock in settlement of a
contract  disagreement  with a  shareholder  during the year ended  December 31,
1999.

         In February  1999,  the Company  acquired  certain  assets known as the
P.I.C.E.  technology from an individual in exchange for 250,000 shares of common
stock.

         In March 1999, the Company  converted various notes payable due William
A. Fresh or entities  controlled by him to common stock. The total amount of the
notes  payable prior to conversion  was  $1,200,000  and the number of shares of
common stock exchanged by the Company was 3,428,571 at 35 cents per share.

         In March 1999,  the Company  converted  two separate  convertible  note
payable agreements from unrelated parties to common stock at 35 cents per common
share.  The amounts of the notes payable  prior to conversion  were $350,000 and
$200,000.  The number of shares of common  stock  exchanged  by the  Company was
1,000,000 and 571,429 respectively.

         The Company converted one note payable due Ballard  Investments  during
the year  ended  December  31,  1999.  The amount of the note  payable  prior to
conversion  was $100,000  and the number of shares of common stock  exchanged by
the Company was 285,714 at 35 cents per share.  In  addition,  accrued  interest
payable of $11,033 to Ballard  Investments  was also  converted  to common stock
through the exercise of stock  warrants.  Warrants  for 31,523  shares of common
stock were issued at 35 cents per share.

         In April 1999,  the Company  converted a note payable from an unrelated
party to common stock at 35 cents per common share. The total amount of the note
payable  prior to  conversion  was  $100,000  and the number of shares of common
stock exchanged by the Company was 285,714.

         In April 1999,  the Company  converted a note payable from an unrelated
party to common stock at 30 cents per common share. The total amount of the note
payable prior to conversion was $25,000 and the number of shares of common stock
exchanged by the Company was 82,679. In addition,  stock warrants were exercised
by the same  unrelated  party for 3,750  shares of common  stock at an  exercise
price of 25 cents per share.

         In April 1999,  the Company  converted a note payable from an unrelated
party to common stock at 35 cents per common share. The total amount of the note
payable prior to conversion was $50,000 and the number of shares of common stock
exchanged by the Company was 142,857.

         In September 1999, the Company  completed the acquisition of Biological
Technologies  International,  Inc.  ("BTI")  through the  issuance of  3,024,024
shares in exchange for all the issued and outstanding  common stock of BTI. This
transaction  was  accounted  for  using the  "Pooling  of  Interests"  method of
accounting.

         The Company  converted  two  separate  accounts  payable  balances  due
vendors  to common  stock at 35 cents and 50 cents per common  share  during the
year ended December 31, 1999. The amounts of the accounts payable balances prior
to  conversion  were $25,000 and $7,567 and the number of shares of common stock
exchanged by the Company was 71,429 and 15,135 respectively.


                                       7
<PAGE>

         In June 1998, the Company  completed the acquisition of Digital Health,
LLC through the issuance of 1,375,000 shares in exchange for all the outstanding
common  stock of Digital  Health,  LLC. The shares were issued at 87.5 cents per
share.

         The Company  converted  various  notes  payable due William A. Fresh or
entities  controlled  by him to common stock during the year ended  December 31,
1998.  The total amount of the notes payable prior to conversion  was $1,150,000
and the number of shares of common stock  exchanged by the Company was 1,533,333
at 75 cents per share.  Accrued  interest payable of $37,906 to William A. Fresh
or entities  controlled  by him was also  converted to common stock  through the
exercise of stock  warrants.  Warrants  for 108,338  shares of common stock were
issued at 30 cents per share and 14,608 shares of common stock were issued at 37
cents per share.

         The Company converted one note payable due Richard I. Winwood to common
stock during the year ended  December  31, 1998.  The amount of the note payable
prior to  conversion  was  $250,000  and the  number of  shares of common  stock
exchanged  by the Company was  333,333 at 75 cents per share.  Accrued  interest
payable of $8,645 to Richard I. Winwood or entities  controlled  by him was also
converted to common stock through the exercise of stock  warrants.  Warrants for
28,816 shares of common stock were issued at 30 cents per share.

         The Company  converted  one note  payable due Judith  Edwards to common
stock during the year ended  December  31, 1998.  The amount of the note payable
prior to  conversion  was  $250,000  and the  number of  shares of common  stock
exchanged by the Company was 333,333 at 75 cents per share.

         The Company sold 125,000  shares of stock for 81 cents per share to one
individual  pursuant to the Company's stock incentive plan during the year ended
December 31, 1998.

         The  preceding  issuance  of shares of common  stock of the  Company to
individuals  or entities  pursuant to such share  exchange  was made in reliance
upon the exemption provided by section 4 (2) of the Securities Act of 1933.

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

         In  November  2000,  the Company  entered  into an  Amendment  to Notes
Payable  pursuant  to which BTI agreed to sell  certain  assets of BTI that were
acquired by BTI  pursuant to an  Agreement  and Plan of Merger  dated August 11,
1999. The assets  included the BTA S-2000,  the  BTA-2000SG,  an interest in the
development-stage BTA S-3000,  inventory, and intellectual property owned by BTI
related to Biological  Terrain  Assessment.  Biological  Terrain Assessment is a
process  for  assessing  a  patient's  health  by  examining  the acid  balance,
oxidative stress level, and mineral  concentrations in a patient's blood, urine,
and saliva.  BTI's initial  acquisition  of the Assets was reported in a Current
Report on Form 8-K filed with the SEC on October 1, 1999.

         In September 1999, the Company  completed the acquisition of Biological
Technologies  International,  Inc. ("BTI") which the Company acquired  effective
September 17, 1999 through its wholly-owned subsidiary BTI Acquisition Corp. The
acquisition  of BTI included the  issuance of  3,024,024  shares of  BioMeridian
common  stock  for  all of the  outstanding  shares  of BTI  common  stock.  The
acquisition was accounted for as a "pooling of interests" transaction.

         In  December  1999,  the  Company  completed  the  sale of  SkyHook  to
Envirofoam Technologies, Inc. ("EFT"). The sale was completed at an agreed price
of $3,000,000.  Of this sale amount, a note payable was issued to the Company by

                                       8
<PAGE>

EFT in the amount of $2,500,000  and a management  fee for services  rendered in
the amount of $500,000 was to be paid to BioMeridian. On the closing date of the
sale transaction,  $500,000 was paid to the Company against the note payable and
the  remaining  $2,000,000  note  payable  was to be paid  in  four  consecutive
payments of $500,000 over the following four months,  with the first payment due
on or before  January  31,  2000.  On March 9, 2000,  the terms of the note were
amended. The January 31, 2000 payment was received in the amount of $500,000 and
the remaining  balance of $1,500,000 was to be received in 3 monthly payments in
the amounts of $100,000, $500,000, and $900,000,  respectively,  beginning March
31, 2000. The management fee of $500,000 was not paid. On May 5, 2000, the terms
of the note were again  amended.  The March 31, 2000 payment was received in the
amount of $100,000 and a payment in the amount of $300,000 was received on April
30, 2000 leaving a remaining note payable  balance due of  $1,100,000,  plus the
$500,000 management fee for a total due of $1,600,000.  Effective June 30, 2000,
this  remaining  balance  due was  converted  to 290,909  shares of EFT Series B
Convertible Preferred Stock. As interest payments, EFT was obligated to issue to
the  Company a specified  number of  additional  shares of Series B  Convertible
Preferred  Stock at the end of each of the eleven  months  beginning on July 31,
2000.  On  December  18,  2000,  the  Company  and EFT  further  modified  their
agreement.  Under the terms of the  modified  agreement,  EFT  relinquished  its
option to repurchase its stock held by the Company in exchange for the Company's
agreement  to release EFT from any further  obligation  to pay ongoing  interest
shares of Series B Convertible  Preferred stock. There was no disposition of any
shares of EFT stock by the Company as of December 31, 2000.

Results of Operations

         BioMeridian International  manufactures and sells the MSA/IMAG and BEST
systems to healthcare practitioners throughout the world. This equipment is used
to assess  stress  and  assist  healthcare  practitioners  in the  analysis  and
treatment  of  certain  conditions.  If stress or  imbalance  is  detected  in a
patient,  the  systems  assist  the  practitioner  in  recommending  a course of
treatment or therapy to alleviate the stress or to restore balance to the body's
meridian systems.  BioMeridian  International also provides training classes and
support services for health care practitioners  that utilize these systems.  The
MSA/IMAG  system is registered with the U.S. Food and Drug  Administration  as a
stress-monitoring  device.  BioMeridian International also sells the QRS device,
the Acupoint, and the AcuPro throughout the world.

         For the year  ended  December  31,  2000,  BioMeridian  achieved  sales
revenues of $5,950,690 that resulted in a net loss of $2,322,350,  compared with
sales  revenues of  $7,601,404  that  resulted in a net loss of $450,223 for the
year ended December 31, 1999. In the year 2000, sales declined  principally as a
result of the  Company's  reduction in the amount of trade credit it provides to
prospective  and existing  customers,  minimizing  sales  efforts and expense in
certain unprofitable foreign markets, and undertaking an internal transformation
of its sales force.

         While the Company maintained a 86% contribution margin,  write-downs of
accounts receivable ($332,100),  and write-offs of intangible assets ($690,235),
accumulated to $1,022,335 in charges  booked during the year-ended  December 31,
2000.

         The Company  expects that in 2001,  sales of its products will increase
slightly and the Company will return to net pre-tax profitability.

Liquidity and Capital Resources

                                       9
<PAGE>

         The Company's  sources of liquidity  have  historically  been cash from
operations, working capital lines of credit, and debt and equity financing.

         During 2000 and 1999 the Company  entered  into several  agreements  to
borrow necessary funds.

         During the year ended  December  31, 2000,  the Company  borrowed a net
amount of  $1,607,899  from  William A. Fresh,  the  Company's  Chief  Executive
Officer,  or from entities controlled by Mr. Fresh, under one $250,000 unsecured
note payable  agreement,  one $192,899  unsecured note payable  agreement,  four
separate  $150,000  unsecured note payable  agreements,  three separate $100,000
unsecured note payable agreements, one $75,000 unsecured note payable agreement,
three  separate  $50,000  unsecured  note  payable  agreements,  and one $40,000
unsecured note payable agreement. Each note payable bears interest at 12% and is
payable upon demand.

         Effective  July 31, 2000,  $500,000 of related party notes payable were
converted into common stock of the Company at a price per share of $.40.

         Effective  October 31, 2000,  $500,000 of related  party notes  payable
were converted into common stock of the Company at a price per share of $.30.

         Effective October 31, 2000, the Company refinanced  $537,899 of related
party  notes  payable,  from a  demand  note,  to a note  payable  with a 2-year
maturity,  of which  $192,899  was received  during the year ended  December 31,
2000.

         Effective December 31, 2000, the Company refinanced $160,000 of accrued
consulting  payable  to a related  party,  from an accrued  liability  to a note
payable with a 2-year maturity.

         On May 19, 1998 the Company entered into a $3,000,000 revolving line of
credit  agreement  with Bank One.  During the year ended  December 31, 1999, the
Company made no additional  borrowings under this revolving line of credit. This
revolving  line of  credit  matured  on May 31,  2000  and  was  secured  by the
Company's  inventory  and  receivables  and by the  personal  guarantees  of the
Company's Chief Executive  Officer, a Director,  and a major shareholder.  As of
December 31, 1999,  the Company had an outstanding  balance of $2,496,158  under
this revolving line of credit.  During the year 2000, the Company paid down this
line of credit and  negotiated a replacement  line of credit with Zions Bank. On
December 1, 2000, the Company  entered into a 48-month  amortizing term loan for
$1,300,000.  The proceeds of this loan were used to pay-off the residual line of
credit,  plus  interest,  at Bank One.  On December  1, 2000,  the Company  also
entered into a $200,000 line of credit,  renewable annually, with Zions Bank. As
of December 31, 2000, the Company had an  outstanding  balance of $181,826 under
the line of credit.

         During the year ended December 31, 2000,  the Company  entered into one
capital  lease in the amount of $24,121 to  acquire  and  install a copier.  The
terms of this lease include monthly  payments in the amount of $480 for five (5)
years.

         The  Company  had working  capital on  December  31, 2000 of  $184,868,
compared to a working  capital  deficit of  $2,078,921  as of December 31, 1999.
Significant  factors  affecting  this  change  during  2000 were the  receipt of
$900,000  cash on a current note  receivable,  the pay down of $1,200,000 on the
current line of credit,  the refinancing of $1,300,000 as long-term debt (due to
replacing the current line of credit obligation with a 48-month  amortizing term
loan),  the  reclassification  of $527,899 in related  party notes  payable from
short-term  to long-term  and the  conversion  of  $1,000,000  from current note
payable to common  stock  equity,  of which  $300,000  was  included  in current
liabilities as of December 31, 1999.

                                       10
<PAGE>

         Management  anticipates profitable growth and believes that BioMeridian
International is capable of achieving profitable operations in the future. There
can be no  assurance,  however,  that  the  Company  will be  able  to  maintain
profitable  operations  or  obtain  desired  debt or  equity  capital  on  terms
favorable to the Company.  If the Company is unable to raise additional capital,
the ability of the Company to  successfully  market and  distribute its products
and services could be materially adversely affected.

Factors Affecting Future Results

         The statements  contained in this Annual Report on Form 10-KSB that are
not purely  historical are  "forward-looking  statements"  within the meaning of
Section  27A of the  Securities  Act and Section 21E of the  Exchange  Act.  All
forward-looking    statements   involve   various   risks   and   uncertainties.
Forward-looking statements contained in this Report include statements regarding
the Company's  existing and proposed service  offerings,  market  opportunities,
expectations, goals, revenues, financial performance, strategies, intentions for
the  future  and any other  statements  to the  effect  that the  Company or its
management  `believes,"  "expects,"  "anticipates,"  "plans"  or  other  similar
expressions.   Such  forward-looking  statements  are  included  under  Item  1.
"Description  of Business,"  Item 2.  "Description  of Property," Item 3. "Legal
Proceedings"  and  Item 6.  "Management's  Discussion  and  Analysis  or Plan of
Operation." All  forward-looking  statements included in this Report are made as
of the date  hereof,  based on  information  available to the Company as of such
date,  and the  Company  assumes no  obligation  to update  any  forward-looking
statements.  It is  important to note that such  statements  may not prove to be
accurate,  and that the Company's  actual results and future events could differ
materially from those  anticipated in such statements.  Many factors could cause
actual results to differ materially from the Company's expectations,  including,
without limitation, the factors identified below.

         The Company's  future results will be impacted by, among other factors,
the Company's  ability to implement its business  strategy,  which,  in turn, is
dependent upon a number of factors,  particularly  the  availability  of working
capital  to  support  such  strategy,  management's  ability  and  resources  to
implement  the  business  strategy  and  the  successful  hiring,  training  and
retention of qualified personnel.  Future results will also be affected by other
factors associated with the operation of the Company's  business,  including the
Company's  response  to  existing  and  emerging  competition,  demand  for  the
Company's  products,  the Company's efforts to develop and maintain customer and
employee relationships and economic fluctuations.

         All subsequent written and oral forward-looking statements attributable
to the Company or persons acting on its behalf are expressly  qualified in their
entirety by this section and other  factors  included  elsewhere in this Report.
You also  should  consult  other  factors  identified  from  time to time in the
Company's periodic reports to the Securities and Exchange Commission.

ITEM 7.  FINANCIAL STATEMENTS

         The  consolidated  financial  statements of the Company can be found on
pages F-1 through F-22 of this Form 10-KSB.

BIOMERIDIAN CORPORATION
Consolidated Financial Statements
December 31, 2000 and 1999




<PAGE>



                                                         BIOMERIDIAN CORPORATION
                                      Index to Consolidated Financial Statements

--------------------------------------------------------------------------------





                                                                       Page
                                                                       ----

Independent auditors' report                                            F-2


Consolidated balance sheet                                              F-3


Consolidated statement of operations                                    F-4


Consolidated statement of stockholders' equity (deficit)                F-5


Consolidated statement of cash flows                                    F-6


Notes to consolidated financial statements                              F-7



                                                                             F-1

<PAGE>



                                                    INDEPENDENT AUDITORS' REPORT



To the Board of Directors and Stockholders
of BioMeridian Corporation


We have audited the  consolidated  balance sheet of BioMeridian  Corporation and
Subsidiaries (the Company) as of December 31, 2000, and the related consolidated
statements  of  operations,  stockholders'  deficit and cash flows for the years
ended December 31, 2000 and 1999. These  consolidated  financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated 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  financial  position  of  BioMeridian
Corporation  and  Subsidiaries as of December 31, 2000, and the results of their
operations  and their cash flows for the years ended December 31, 2000 and 1999,
in conformity with generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in note 3 to the
consolidated financial statements,  there is substantial doubt about the ability
of the Company to continue as a going concern.  Management's  plans in regard to
that matter are also described in note 3. The consolidated  financial statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.



                                        TANNER + CO.


Salt Lake City, Utah
February 16, 2001

                                                                             F-2

<PAGE>


                                                         BIOMERIDIAN CORPORATION

                                                      Consolidated Balance Sheet

                                                               December 31, 2000
--------------------------------------------------------------------------------



              Assets
              ------

Current assets:
     Cash                                                  $           87,735
     Receivables, net                                               1,067,748
     Marketable securities                                          1,200,000
     Inventories                                                      147,010
     Other current assets                                              32,138
                                                           ------------------

            Total current assets                                    2,534,631

Property and equipment, net                                           208,256
Goodwill, net                                                         125,649
Licenses and technology, net                                          100,000
                                                           ------------------

            Total assets                                   $        2,968,536
                                                           ------------------

--------------------------------------------------------------------------------

              Liabilities and Stockholders' Deficit
              -------------------------------------

Current liabilities:
     Accounts payable                                      $          500,128
     Accrued expenses                                                 478,912
     Notes payable                                                    272,826
     Related party notes payable                                      810,149
     Current portion of long-term debt                                287,748
                                                           ------------------

            Total current liabilities                               2,349,763

Related party long-term debt                                          697,899
Long-term debt                                                      1,046,888
                                                           ------------------

            Total liabilities                                       4,094,550
                                                           ------------------

Commitments                                                                -

Stockholders' deficit:
     Common stock, par value $.0002 per share,
       50,000,000 shares authorized, 30,660,330
       shares issued and outstanding                                    6,132
     Additional paid-in capital                                    15,385,709
     Accumulated deficit                                          (16,517,855)
                                                           ------------------

            Total stockholders' deficit                            (1,126,014)
                                                           ------------------

            Total liabilities and stockholders' deficit    $        2,968,536
                                                           ------------------

--------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
                                                                             F-3

<PAGE>

<TABLE>
<CAPTION>



                                                                                   BIOMERIDIAN CORPORATION

                                                                      Consolidated Statement of Operations

                                                                                  Years Ended December 31,
----------------------------------------------------------------------------------------------------------


                                                                             2000              1999
                                                                       -----------------------------------

<S>                                                                    <C>                 <C>
Net sales                                                              $       5,950,690   $     7,601,404
                                                                       -----------------------------------

Costs and expenses:
     Cost of sales                                                               824,317         1,292,015
     General selling and administrative                                        6,024,541         6,786,805
     Write-down of licenses and technology                                       690,235                 -
     Compensation expense - stock options                                              -           130,868
                                                                       -----------------------------------

                                                                               7,539,093         8,209,688
                                                                       -----------------------------------

                  Loss from operations                                        (1,588,403)         (608,284)
                                                                       -----------------------------------

Other income (expense):
     Interest expense                                                           (434,162)         (941,667)
     Interest income                                                             148,000                 -
     Impairment loss on marketable securities                                   (400,000)                -
     Loss on sale of assets                                                     (115,980)                -
     Gain on settlements                                                          53,926           451,111
     Other, net                                                                   14,269            11,087
                                                                       -----------------------------------

                                                                                (733,947)         (479,469)
                                                                       -----------------------------------

                  Loss before benefit for income taxes
                    and discontinued operations                               (2,322,350)       (1,087,753)

Benefit for income taxes                                                               -                 -
                                                                       -----------------------------------

                  Net loss from continuing operations                         (2,322,350)       (1,087,753)
                                                                       -----------------------------------

Results from discontinued operations, net of tax:
     Loss from operations of discontinued segment                                      -        (1,545,079)
     Gain on disposal of segment                                                       -         3,083,055
                                                                       -----------------------------------

                  Income (loss) from discontinued operations                           -         1,537,976
                                                                       -----------------------------------

                  Net income (loss)                                    $      (2,322,350)  $       450,223
                                                                       -----------------------------------

Net income (loss) per common share - basic and diluted:
     Continuing operations                                             $            (.08)  $          (.04)
     Discontinued operations                                                           -               .06
                                                                       -----------------------------------

                  Net income (loss) per common share -
                    basic and diluted                                  $            (.08)  $           .02
                                                                       -----------------------------------

Weighted average common shares - basic and diluted                            27,808,000        25,693,000
                                                                       -----------------------------------


----------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
                                                                                                       F-4
</TABLE>

<PAGE>

<TABLE>
<CAPTION>



                                                                                     BIOMERIDIAN CORPORATION

                                                             Consolidated Statement of Stockholders' Deficit

                                                                      Years Ended December 31, 2000 and 1999
------------------------------------------------------------------------------------------------------------




                                   Common Stock         Additional   Unearned
                             ------------------------   Paid-In       Compen-     Accumulated
                                Shares      Amount      Capital       sation       Deficit         Total
                             -------------------------------------------------------------------------------

<S>                            <C>         <C>         <C>           <C>          <C>           <C>
Balance at January 1, 1999     20,748,290  $    4,150  $ 11,461,506  $  (130,868) $(14,645,728) $(3,310,940)

Issuance of common stock for:
  Debt and interest             5,828,487       1,166     2,034,867            -             -    2,036,033
  Licenses and technology         250,000          50       140,575            -             -      140,625
  Cash                            461,656          92       161,746            -             -      161,838
  Services                        186,564          37        67,531            -             -       67,568

Issuance of warrants for
interest expense                        -           -       331,000            -             -      331,000

Amortization of unearned
compensation                            -           -             -      130,868             -      130,868

Net income                              -           -             -            -       450,223      450,223
                             -------------------------------------------------------------------------------

Balance at December 31, 1999   27,474,997       5,495    14,197,225            -   (14,195,505)       7,215

Issuance of common stock for:
  Debt                          3,083,333         617     1,137,504            -             -    1,138,121
  Services                        102,000          20        50,980            -             -       51,000

Net loss                                -           -             -            -    (2,322,350)  (2,322,350)
                             -------------------------------------------------------------------------------

Balance at December 31, 2000   30,660,330  $    6,132  $ 15,385,709  $         -  $(16,517,855) $(1,126,014)
                             -------------------------------------------------------------------------------





------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.

                                                                                                         F-5
</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                                                                                   BIOMERIDIAN CORPORATION

                                                                      Consolidated Statement of Cash Flows

                                                                                  Years Ended December 31,
----------------------------------------------------------------------------------------------------------



                                                                             2000              1999
                                                                       -----------------------------------
<S>                                                                    <C>                <C>

Cash flows from operating activities:
     Net income (loss)                                                 $      (2,322,350) $        450,223
     Adjustments to reconcile net income (loss) to
       net cash used in operating activities:
         Depreciation and amortization                                           630,494           677,451
         Write-down of licenses and technology                                   690,235                 -
         Stock issued for services                                                51,000            67,568
         Loss on impairment of marketable securities                             400,000                 -
         (Gain) loss on disposal of property and equipment                       115,980            (1,013)
         Gain on settlement                                                      (53,926)         (451,111)
         Provision and reserves for losses on assets                             319,600           111,100
         Gain on sale of discontinued operations                                       -        (3,083,055)
         Net assets of discontinued operations                                         -           851,080
         Issuance of warrants for interest                                             -           331,000
         Stock compensation                                                            -           130,868
         (Increase) decrease in:
              Receivables                                                       (532,664)         (760,200)
              Long-term receivables                                               28,491                 -
              Inventories                                                        (31,327)          150,142
              Other current assets                                                13,536           (38,056)
         Increase (decrease) in:
              Accounts payable                                                  (285,010)          (64,330)
              Accrued expenses                                                   256,830           432,437
                                                                       -----------------------------------

                      Net cash used in
                      operating activities                                      (719,111)       (1,195,896)
                                                                       -----------------------------------

Cash flows from investing activities:
     Payments on notes receivable                                              1,123,790                 -
     Purchases of property and equipment                                         (63,450)          (48,678)
     Proceeds from sale of discontinued operations                                     -           500,000
     Proceeds from sale of property and equipment                                      -             4,007
                                                                       -----------------------------------

                      Net cash provided by
                      investing activities                                     1,060,340           455,329
                                                                       -----------------------------------

Cash flows from financing activities:
     Proceeds from related party notes payable                                 1,415,000         1,390,000
     Proceeds from related party long-term debt                                  192,899                 -
     Decrease in notes payable                                                (1,014,332)         (500,000)
     Payments on long-term debt                                                 (572,361)         (274,331)
     Payments on related party notes payable                                    (554,899)         (345,000)
     Proceeds from long-term debt                                                      -           432,641
     Proceeds from issuance of common stock                                            -           161,838
                                                                       -----------------------------------

                      Net cash(used in)  provided by
                      financing activities                                      (533,693)          865,148
                                                                       -----------------------------------

                      Net (decrease) increase in cash                           (192,464)          124,581

Cash, beginning of year                                                          280,199           155,618
                                                                       -----------------------------------

Cash, end of year                                                      $          87,735  $        280,199
                                                                       -----------------------------------
----------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
                                                                                                       F-6
</TABLE>

<PAGE>



                                                         BIOMERIDIAN CORPORATION

                                      Notes to Consolidated Financial Statements

                                                      December 31, 2000 and 1999
--------------------------------------------------------------------------------


1.   Organization        Organization
     and                 The  consolidated   financial   statements  consist  of
     Business            BioMeridian  Corporation (formerly Magellan Technology,
     Activity            Inc.) (the Company) and its wholly owned  subsidiaries,
                         BioMeridian  International,  Inc.  (BioMeridian  Intl.)
                         (formerly  BioSource,   Inc.),   Bio-Origins  (formerly
                         Magellan Service  Company) and Biological  Technologies
                         International, Inc. (BTI).

                         The Company  acquired all of the  outstanding  stock of
                         BTI on  September  16, 1999 in exchange  for  3,024,024
                         shares of the Company's  common stock. The consolidated
                         financial  statements  at December  31, 1999 assume the
                         acquisition  of BTI by the  Company,  as of  January 1,
                         1998 because the shares  issued in the  acquisition  of
                         BTI  represent  control  of the  total  shares of BTI's
                         common   stock  issued  and   outstanding   immediately
                         following the acquisition. The business combination has
                         been  accounted  for as a pooling of  interests  of the
                         Company giving effect to the acquisition of 100% of the
                         outstanding common shares of BTI, therefore, the assets
                         and liabilities have been reflected at their historical
                         cost.

                         On December 31, 1999 the Company sold all of the common
                         stock of SkyHook  Technology,  Inc. (SkyHook) to Enviro
                         Foam  Technologies,  Inc.  (Enviro  Foam) an  unrelated
                         entity,  in exchange for $500,000 cash and a $2,500,000
                         note  receivable.  During 2000,  the unpaid  balance of
                         $1,600,000  was converted  into  marketable  securities
                         (see note 5). The  operations  of SkyHook  for the year
                         ended  December 31, 1999 are presented as  discontinued
                         operations.

                         Business Activity
                         The   Company's   continuing   operations   consist  of
                         manufacturing  and  distribution  of a medical  devices
                         used  by  health  care  practitioners.   (conducted  by
                         BioMeridian Intl.).


2.   Summary of          Principles of Consolidation
     Significant         The  consolidated   financial  statements  include  the
     Accounting          financial   statements   of   the   Company   and   its
     Policies            subsidiaries. All significant intercompany balances and
                         transactions have been eliminated.



--------------------------------------------------------------------------------
                                                                             F-7

<PAGE>


                                                         BIOMERIDIAN CORPORATION

                                      Notes to Consolidated Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------



2.   Summary of          Estimates in the Preparation of Financial Statements
     Significant         The  preparation of financial  statements in conformity
     Accounting          with generally accepted accounting  principles requires
     Policies            management  to  make  estimates  and  assumptions  that
     Continued           affect the reported  amounts of assets and  liabilities
                         and disclosure of contingent  assets and liabilities at
                         the date of the financial  statements  and the reported
                         amounts of revenues and expenses  during the  reporting
                         period.   Actual   results   could  differ  from  those
                         estimates.

                         Concentration of Credit Risk
                         Financial  instruments  which  potentially  subject the
                         Company  to   concentration   of  credit  risk  consist
                         primarily of trade receivables. In the normal course of
                         business,  the  Company  provides  credit  terms to its
                         customers.  Accordingly,  the Company  performs ongoing
                         credit  evaluations  of  its  customers  and  maintains
                         allowances  for possible  losses which,  when realized,
                         have   been   within   the   range   of    management's
                         expectations.

                         The Company maintains its cash in bank deposit accounts
                         which, at times, may exceed  federally  insured limits.
                         The  Company  has not  experienced  any  losses in such
                         accounts   and  believes  it  is  not  exposed  to  any
                         significant credit risk on cash and cash equivalents.

                         Cash and Cash Equivalents
                         For  purposes  of the  statement  of  cash  flows,  the
                         Company considers all highly liquid  investments with a
                         maturity   of   three   months   or  less  to  be  cash
                         equivalents.

                         Marketable Securities
                         The Company  classifies its marketable  debt and equity
                         securities as "held to maturity" if it has the positive
                         intent and ability to hold the  securities to maturity.
                         All other  marketable  debt and equity  securities  are
                         classified   as   "available   for  sale."   Securities
                         classified as  "available  for sale" are carried in the
                         financial statements at fair value.  Realized gains and
                         losses,  determined  using the specific  identification
                         method,   are  included  as  a  separate  component  of
                         stockholders' deficit. Securities classified as held to
                         maturity are carried at amortized cost.

                         For both  categories  of  securities,  declines in fair
                         value  below   amortized   cost  that  are  other  than
                         temporary are included in earnings.


--------------------------------------------------------------------------------
                                                                             F-8

<PAGE>

                                                         BIOMERIDIAN CORPORATION

                                      Notes to Consolidated Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------



2.   Summary of          Inventories
     Significant         Inventories  are  recorded  at the  lower  of  cost  or
     Accounting          market, cost being determined on a first-in,  first-out
     Policies            (FIFO) method.
     Continued
                         Property and Equipment
                         Property  and   equipment   are  stated  at  cost  less
                         accumulated depreciation. Depreciation and amortization
                         is determined using the  straight-line  method over the
                         estimated useful lives of the assets.  Expenditures for
                         maintenance  and repairs are expensed when incurred and
                         betterments are  capitalized.  Gains and losses on sale
                         of property and equipment are reflected in operations.

                         Goodwill
                         Goodwill reflects the excess of the costs of purchasing
                         BioMeridian  International,  Inc. (formerly  BioSource,
                         Inc.) over the fair value of the  related net assets at
                         the date of acquisition,  and is being amortized on the
                         straight-line basis over five years.

                         Licenses and Technology
                         Licenses  and  technology  reflect the costs of certain
                         intangible  assets,  which are being  amortized  on the
                         straight-line basis over two years.

                         Revenue Recognition
                         Revenue is  recognized  upon  performance  of services.
                         Revenue from  medical  devices and  equipment  sales is
                         recognized  when the medical  devices and equipment are
                         shipped and installed.

                         Income Taxes
                         Deferred   taxes  are  computed  using  the  asset  and
                         liability method. Under the asset and liability method,
                         deferred tax assets and  liabilities are recognized for
                         future tax  consequences  attributable  to  differences
                         between the  financial  statement  carrying  amounts of
                         existing assets and  liabilities  and their  respective
                         tax bases.  Deferred  tax assets  and  liabilities  are
                         measured  using enacted tax rates  expected to apply to
                         taxable  income in the years in which  those  temporary
                         differences  are  expected to be  recovered or settled.
                         The effect on deferred tax assets and  liabilities of a
                         change  in tax  rates is  recognized  in  income in the
                         period that includes the enactment  date.  Deferred tax
                         assets are not recognized unless it is more likely than
                         not that the asset will be realized in future years.


--------------------------------------------------------------------------------
                                                                             F-9

<PAGE>


                                                         BIOMERIDIAN CORPORATION

                                      Notes to Consolidated Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------



2.   Summary of          Earnings Per Common and Common Equivalent Share
     Significant         The  computation  of basic earnings per common share is
     Accounting          computed  using the weighted  average  number of common
     Policies            shares outstanding during the year.
     Continued
                         The computation of diluted earnings per common share is
                         based  on  the  weighted   average   number  of  shares
                         outstanding   during   the  year  plus   common   stock
                         equivalents  which  would  arise from the  exercise  of
                         stock  options  and  warrants   outstanding  using  the
                         treasury  stock method and the average market price per
                         share during the year. Options and warrants to purchase
                         5,622,287  and  5,582,674  shares  of  common  stock at
                         prices  ranging  from  $.20 to  $3.00  per  share  were
                         outstanding    at   December   31,   2000   and   1999,
                         respectively. Common stock equivalents are not included
                         in the  diluted  earnings  per share  calculation  when
                         their effect is antidilutive.

                         Impairment of Long-Lived Assets
                         The   Company   reviews  its   long-lived   assets  for
                         impairment  whenever events or changes in circumstances
                         indicate that the carrying amount of the assets may not
                         be recoverable through  undiscounted future cash flows.
                         If  it  is  determined  that  an  impairment  loss  has
                         occurred  based on expected  cash  flows,  such loss is
                         recognized in the statement of operations.

                         Reclassifications
                         Certain accounts in the 1999 financial  statements have
                         been  reclassified  to conform  with the  current  year
                         presentation.


3.   Going               The accompanying consolidated financial statements have
     Concern             been  prepared  assuming that the Company will continue
                         as a  going  concern.  As of  December  31,  2000,  the
                         Company had an  accumulated  deficit and negative  cash
                         flows from operations. In addition, the Company had net
                         losses for the years ended  December 31, 2000 and 1999.
                         These  conditions  raise  substantial  doubt  about the
                         ability of the Company to continue as a going  concern.
                         The  consolidated  financial  statements do not include
                         any  adjustments  that might result from the outcome of
                         this uncertainty.





--------------------------------------------------------------------------------
                                                                            F-10

<PAGE>


                                                         BIOMERIDIAN CORPORATION

                                      Notes to Consolidated Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------



3.   Going               The Company's ability to continue as a going concern is
     Concern             subject to the Company's  ability to attain  profitable
     Continued           operations or to obtain necessary  funding from outside
                         sources.  Management  anticipates  that  operations  of
                         BioMeridian  Intl.  will  provide  positive  cash  flow
                         during 2001.  However,  there can be no assurance  they
                         will be successful.


4.   Detail of           Accounts receivable:
     Certain                Trade receivables                       $ 1,717,748
     Balance                Less allowance for doubtful accounts       (650,000)
     Sheet                                                          ------------
     Accounts
                                                                    $ 1,067,748
                                                                    ------------


                         Inventories:
                            Finished goods                          $   145,090
                            Raw materials                                 1,920
                                                                    ------------

                                                                    $   147,010
                                                                    -----------



                         Licenses and technology:
                            Licences                                $ 1,453,125
                            Accumulated amortization                 (1,353,125)
                                                                    ------------

                                                                    $   100,000
                                                                    ------------

                         Goodwill:
                            Goodwill                                $   358,997
                            Accumulated amortization                   (233,348)
                                                                    ------------

                                                                    $   125,649
                                                                    ------------

                         Accrued expenses:
                            Interest                                $   178,440
                            Commissions                                 123,699
                            Salaries                                     94,181
                            Royalties                                    46,592
                            Other                                        36,000
                                                                    ------------

                                                                    $   478,912
                                                                    ------------


--------------------------------------------------------------------------------
                                                                            F-11

<PAGE>


                                                         BIOMERIDIAN CORPORATION

                                      Notes to Consolidated Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------



4.   Detail of           Amortization  expense for the years ended  December 31,
     Certain             2000 and 1999 was $565,856 and $620,774, respectively.
     Balance
     Sheet               During the year ended  December 31,  2000,  the Company
     Accounts            determined that due to changes in technology, the value
     Continued           of certain licenses and technology was impaired because
                         the full carrying value could not be recovered  through
                         undiscounted  future cash flows from products generated
                         from the  licenses  and  technology.  A  write-down  of
                         $690,235  has  been  recognized  in  the  statement  of
                         operations  for the year ended  December 31, 2000.  The
                         remaining  balance of $100,000 will be amortized over 2
                         years.



5.   Marketable          During the year ended  December 31,  2000,  the Company
     Securities          entered into an agreement  with a privately held entity
                         to  exchange  a note  receivable  due  the  Company  of
                         $1,600,000 for 290,909 shares of the entity's  Series B
                         Convertible Preferred Stock.

                         The  Company's  marketable   securities  classified  as
                         available-for-sale consist of the following:


                         Preferred stock                     $       1,600,000
                         Impairment loss                              (400,000)
                         Unrealized holding gain (loss)                     -
                                                             -----------------

                         Preferred stock, at market value    $       1,200,000
                                                             -----------------

                         The  Company's   investment   in  preferred   stock  is
                         unregistered  and  illiquid.  Management of the Company
                         does not believe that the stock price will  increase in
                         the  foreseeable  future  and has  determined  that its
                         investment in preferred  stock is permanently  impaired
                         and,  accordingly,  during the year ended  December 31,
                         2000,  recorded a realized  loss of  $400,000  based on
                         estimated costs and discounts to sell the securities.

--------------------------------------------------------------------------------
                                                                            F-12

<PAGE>


                                                         BIOMERIDIAN CORPORATION

                                      Notes to Consolidated Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------



6.   Property            Property and equipment consists of the following:
     and
     Equipment           Equipment                        $         247,319
                         Furniture and fixtures                      76,451
                         Software                                    48,315
                                                          -----------------
                                                                    372,085

                         Accumulated depreciation
                            and amortization                       (163,829)
                                                          -----------------

                                                          $         208,256
                                                          -----------------


7.   Notes               Revolving line-of-credit agreement with
                         a bank.  The Payable  agreement allows
                         the  Company to borrow up to $200,000
                         at an interest rate equal to the bank's
                         prime rate plus .5% (10% at December 31,
                         2000). The balance, including all unpaid
                         interest, is due December 1, 2001. The
                         line-of-credit is secured by the assets
                         of the Company                            $    181,826

                         Notes payable to individuals, due on
                         demand, with interest at 12% and
                         unsecured                                       91,000
                                                                   ------------

                                                                   $    272,826
                                                                   ------------


8.   Related             At December 31, 2000,  the Company had unsecured  notes
     Party Notes         payable  due  on  demand  to an  officer  and  entities
     Payable             controlled by an officer,  totaling $810,149. Each note
                         has a stated  interest  rate of 12%. As of December 31,
                         2000  accrued  interest  payable on these notes and the
                         long-term  related  party  debt  (see  note 9)  totaled
                         approximately $154,000.  During 2000 and 1999, interest
                         expense  of   approximately,   $186,000  and  $379,000,
                         respectively,  was  recognized  on  obligations  due to
                         shareholders of the Company.


--------------------------------------------------------------------------------
                                                                            F-13

<PAGE>


                                                         BIOMERIDIAN CORPORATION

                                      Notes to Consolidated Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------




9.   Related             Related  party  long-term  debt  is  comprised  of  the
     Party Long-         following at December 31, 2000:
     term Debt

                         Note payable to a trust controlled by
                         an officer, with interest at 12%, due
                         October 31, 2002, and unsecured           $    537,899

                         Note payable to a company controlled
                         by an officer, with interest at 12%,
                         due December 31, 2002, and unsecured           160,000

                         Less current portion                                 -
                                                                   -------------

                            Total related party long-term debt     $    697,899
                                                                   -------------

                         Future  maturities of related party  long-term debt are
                         as follows:


                         Year Ending December 31:
                         ------------------------

                            2001                                   $         -
                            2002                                        697,899
                                                                   -------------

                                                                   $    697,899
                                                                   -------------




--------------------------------------------------------------------------------
                                                                            F-14

<PAGE>


                                                         BIOMERIDIAN CORPORATION

                                      Notes to Consolidated Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------



10.  Long-term           Long-term debt is comprised of the following:
     Debt
                         Note payable to a bank, due in monthly
                         installments of $33,000, including
                         interest at prime plus .5%(10% at
                         December 31, 2000), due December 2004.
                         The note is guaranteed by an officer,
                         entities owned by an officer and
                         shareholders. At December 31, 2000 the
                         Company was not in compliance certain
                         covenants related to this note.
                         However, the bank has agreed to waive
                         the noncompliance.                        $  1,300,000

                         Capital lease obligation (see note 11)          34,636
                                                                   ------------

                           Total long-term debt                       1,334,636

                         Less current portion                          (287,748)
                                                                   ------------

                                                                   $  1,046,888
                                                                   ------------


                         Future maturities of long-term debt are as follows:


                         Year Ended December 31:                      Amount
                         -----------------------              ------------------

                               2001                           $          287,748
                               2002                                      318,399
                               2003                                      345,622
                               2004                                      379,122
                               2005                                        3,745
                                                              ------------------

                                                              $        1,334,636
                                                              ------------------


11.  Capital             The Company leases equipment under noncancellable lease
     Lease               agreements.  The leases  provide the Company the option
     Obligations         to  purchase  the  equipment  at the end of the initial
                         lease  terms.  The  equipment  under  capital  lease is
                         included  in  property  and  equipment  at  a  cost  of
                         approximately  $43,000 and accumulated  amortization of
                         approximately $10,000.

--------------------------------------------------------------------------------
                                                                            F-15

<PAGE>


                                                         BIOMERIDIAN CORPORATION

                                      Notes to Consolidated Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------



11.  Capital             Amortization  expense for the  equipment  under capital
     Lease               lease for the years  ended  December  31, 2000 and 1999
     Obligations         was approximately $6,000 annually.
     Continued
                         The capital  lease  obligations  have imputed  interest
                         rates of  approximately  8% to 19% and are  payable  in
                         monthly   installments  through  January  2003.  Future
                         minimum  payments on the capital lease  obligations are
                         as follows:

                         Years Ending December 31:                 Amount
                         -------------------------             ------------

                              2001                             $     11,819
                              2002                                   11,819
                              2003                                    6,319
                              2004                                    5,769
                              2005                                    4,327
                                                               ------------

                                                                     40,053
                         Less amount representing interest           (5,417)
                                                               ------------

                         Present value of capital lease
                            obligations                        $     34,636
                                                               ------------



--------------------------------------------------------------------------------
                                                                            F-16
<PAGE>


                                                         BIOMERIDIAN CORPORATION

                                      Notes to Consolidated Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------



12.  Income              The benefit for income taxes is different  than amounts
     Taxes               which  would be  provided  by  applying  the  statutory
                         federal  income  tax rate to loss  before  benefit  for
                         income taxes for the following reasons:

                                                     Years Ended
                                                    December 31,
                                          ---------------------------------
                                                2000             1999
                                          ---------------------------------

Federal income tax benefit
  at statutory rate                       $         790,000  $      370,000
State income tax benefit
  at statutory rate                                  65,000          35,000
Gains and amortization of                                                 -
  purchase accounting adjustments                (1,072,000)
Meals and entertainment                             (24,000)        (14,000)
Other                                               (16,000)        (35,000)
Change in valuation allowance                       257,000        (356,000)
                                          ---------------------------------

                                          $               -  $           -
                                          ---------------------------------

                         The results from discontinued  operations are presented
                         in the consolidated  statement of operations net of tax
                         of  $0,  due  to  the  Company's  net  operating   loss
                         carryforwards.


                         Deferred tax assets  (liabilities) are comprised of the
                         following:


                         Net operating loss carryforwards         $     855,000
                         Amortization and depreciation                  475,000
                         Allowance for doubtful accounts                221,000
                         Impairment of marketable securities            136,000
                         Vacation accrual                                 5,000
                         Valuation allowance                         (1,692,000)
                                                                  --------------

                                                                  $          -
                                                                  --------------



--------------------------------------------------------------------------------
                                                                            F-17

<PAGE>


                                                         BIOMERIDIAN CORPORATION

                                      Notes to Consolidated Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------



12.  Income              At December  31,  2000,  the Company has net  operating
     Taxes               loss  carryforwards  available to offset future taxable
     Continued           income of approximately $2,516,000, which will begin to
                         expire in 2008.  The  utilization  of the net operating
                         loss  carryforwards  is dependent  upon the tax laws in
                         effect at the time the net operating loss carryforwards
                         can  be   utilized.   The  Tax   Reform   Act  of  1986
                         significantly  limits  the  annual  amount  that can be
                         utilized for certain of these carryforwards as a result
                         of the change in ownership.

13.  Discontinued        Condensed  discontinued  operations  of SkyHook  are as
     Operations          follows for the years ended December 31:

                                                 2000            1999
                                           --------------------------------

Revenues                                   $          -      $       290,468
Costs and expenses                                    -            1,835,547
                                           --------------------------------

Net loss before income taxes                          -          (1,545,079)
Income taxes                                          -                   -
                                           --------------------------------

Net loss                                   $           -     $   (1,545,079)
                                           --------------------------------


14.  Supplemental        During the year ended December 31, 2000 the Company:
     Cash Flow
     Information         o Exchanged a $1,600,000  note receivable for preferred
                         stock in another entity.

                         o Exchanged accounts  receivable of $223,790 for a note
                         receivable.

                         o Issued  related party notes payable in exchange for a
                         reduction of accrued expenses totaling $258,048.


                         o Issued  3,083,333  common  shares for  related  party
                         notes  payable of  $1,050,000  and accrued  interest of
                         $27,871 and long-term debt of $60,250.

                         o Entered into a capital lease agreement for $24,121 in
                         exchange for equipment.


--------------------------------------------------------------------------------
                                                                            F-18

<PAGE>


                                                         BIOMERIDIAN CORPORATION

                                      Notes to Consolidated Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------



14.  Supplemental        o Applied  accounts  receivable  of $4,510 to long-term
     Cash Flow           debt.
     Information
     Continued           o Refinanced  certain notes payable into long-term debt
                         of $1,300,000.

                         o  Disposed   of  certain   assets  in   exchange   for
                         extinguishment of debt and accrued interest as follows:


                         Inventory                                $     (32,548)
                         Equipment, net                                 (20,515)
                         Goodwill, net                                 (300,918)
                         Technology license, net                       (224,999)
                         Related party notes payable                    338,000
                         Related party accrued interest payable         125,000
                                                                  --------------

                           Loss on disposal                       $    (115,980)
                                                                  --------------

                         o Reduced  accounts  payable  of  $31,475  and  accrued
                         expenses of $22,451, as part of debt settlements.

                         o Refinanced  $345,000 of related  party notes  payable
                         into related party long-term debt.


                         During the year ended December 31, 1999 the Company:

                         o Issued  common  stock in exchange  for a reduction of
                         notes payable and accrued interest of $2,036,033.

                         o Acquired  licenses and technology in exchange for the
                         issuance of common stock of $140,625.

                         o Satisfied  accrued expenses in exchange for inventory
                         of $70,540.


                         Actual amounts paid for:


                                             Years Ended December 31,
                                        -----------------------------------
                                               2000             1999
                                        -----------------------------------

                         Interest       $          300,940  $       451,000
                                        -----------------------------------

                         Income taxes   $                -  $             -
                                        -----------------------------------


--------------------------------------------------------------------------------
                                                                            F-19

<PAGE>


                                                         BIOMERIDIAN CORPORATION

                                      Notes to Consolidated Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------



15   Geographic          The Company had sales in the following geographic areas
     Sales               approximately as follows:
     Information

                           Year              United States         Other
                           ----            -----------------------------------

                           2000            $     4,998,000    $         953,000
                           1999            $     6,083,000    $       1,518,000



16.  Stock Options       The Company has a stock option plan (the Option  Plan),
     and Warrants        which  allows a  maximum  of  5,000,000  options  to be
                         granted to purchase  common  stock at prices  generally
                         not less than the fair market  value of common stock at
                         the date of grant.  Under the  Option  Plan,  grants of
                         options  may be  made  to  selected  officers  and  key
                         employees  without regard to any performance  measures.
                         The options may be immediately  exercisable or may vest
                         over  time as  determined  by the  Board of  Directors.
                         However,  the maximum  term of an option may not exceed
                         five years.

                         Information regarding the stock options and warrants is
                         summarized below:


                                       Number of
                           --------------------------------   Price Per
                               Options         Warrants         Share
                           ------------------------------------------------

Outstanding at
December 31, 1998                 3,082,455         935,080  $  .20 to 3.00
  Granted                         1,612,000         458,750     .25 to  .50
  Exercised                         (19,334)              -             .37
  Forfeited                        (486,277)              -     .37 to 3.00
                           ------------------------------------------------

Outstanding at
December 31, 1999                 4,188,844       1,393,830     .20 to 3.00
  Granted                         1,070,000         198,750     .20 to  .65
  Forfeited                      (1,182,557)        (46,580)    .20 to 3.00
                           ------------------------------------------------

Outstanding at
December 31, 2000                 4,076,287       1,546,000  $  .20 to 1.45
                           ------------------------------------------------



--------------------------------------------------------------------------------
                                                                            F-20

<PAGE>


                                                         BIOMERIDIAN CORPORATION

                                      Notes to Consolidated Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------



17.  Stock-Based         The Company has adopted the disclosure  only provisions
     Compensation        of Statement of Financial  Accounting  Standards (SFAS)
                         No. 123,  "Accounting  for  Stock-Based  Compensation."
                         Accordingly,   no   compensation   expense   has   been
                         recognized for stock options granted to employees.  Had
                         compensation  expense for the  Company's  stock options
                         been  determined  based on the fair  value at the grant
                         date  consistent  with the  provisions of SFAS No. 123,
                         the  Company's  results of  operations  would have been
                         reduced to the pro forma amounts indicated below :

                                                        Years Ended
                                                        December 31,
                                            ------------------------------------
                                                   2000              1999
                                            ------------------------------------

Net income (loss) - as reported             $      (2,322,350)  $       450,223
Net loss - pro forma                        $      (2,396,220)  $    (1,611,640)
Diluted income (loss) per share -
  as reported                               $            (.08)  $           .02
Diluted loss per share - pro forma          $            (.09)  $          (.06)
                                            ------------------------------------

                         The fair value of each option grant is estimated on the
                         date of grant using the  Black-Scholes  option  pricing
                         model with the following assumptions:


                                                       December 31,
                                            -----------------------------------
                                                   2000             1999
                                            -----------------------------------

Expected dividend yield                     $               -   $            -
Expected stock price volatility                           257%             232%
Risk-free interest rate                                     6%               6%
Expected life of options                         2 to 10 years    5 to 10 years
                                            -----------------------------------


                         The weighted  average fair value of each option granted
                         during 2000 and 1999 are $.21 and $.53, respectively.


--------------------------------------------------------------------------------
                                                                            F-21

<PAGE>


                                                         BIOMERIDIAN CORPORATION

                                      Notes to Consolidated Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------


17.  Stock-Based         The following table summarizes  information about stock
     Compensation        options and warrants outstanding at December 31, 2000:
     Continued

                            Outstanding                      Exercisable
              ------------------------------------------------------------------
                             Weighted
                              Average
                           Remaining       Weighted                  Weighted
   Range of                 Contractual    Average                   Average
   Exercise      Number        Life       Exercise      Number       Exercise
    Prices     Outstanding    (Years)       Price     Exercisable     Price
--------------------------------------------------------------------------------

$ .20 to  .37   3,704,393      5.05       $  0.33     2,724,676     $    0.33
  .50 to 1.45   1,917,894      4.08           .77     1,825,712           .78
--------------------------------------------------------------------------------

$ .20 to 1.45   5,622,287      4.66       $   .47     4,550,388     $     .51
--------------------------------------------------------------------------------



18.  Commitments         Operating Leases
                         The Company is obligated  under certain  noncancellable
                         operating leases for rental of office and manufacturing
                         space. Total lease expense for the years ended December
                         31,  2000 and  1999,  was  approximately  $107,000  and
                         $267,000,  respectively.  Future minimum lease payments
                         under  noncancellable  operating leases are due through
                         May 2001 and total approximately $53,000.

                         Royalty Agreement
                         The Company has entered into a license  agreement which
                         grants  the  Company  the  right  to  include   certain
                         software  in its  medical  device  product.  Under  the
                         agreement, the Company is obligated to pay $28 for each
                         unit produced. During the years ended December 31, 2000
                         and 1999  royalties  expense  related to this agreement
                         totaled     approximately    $10,000    and    $20,000,
                         respectively.


                         Litigation
                         The Company may become or is subject to investigations,
                         claims or  lawsuits  ensuing  out of the conduct of its
                         business,  including  those  related  to  environmental
                         safety  and  health,   product  liability,   commercial
                         transactions,  etc. The Company is currently  not aware
                         of any  such  items  which  it  believes  could  have a
                         material effect on its financial position.


--------------------------------------------------------------------------------
                                                                            F-22

<PAGE>


                                                         BIOMERIDIAN CORPORATION

                                      Notes to Consolidated Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------


19.  Fair Value of       The Company's  financial  instruments  consist of cash,
     Financial           receivables,  Investments, payables, and notes payable.
     Instruments         The carrying  amount of cash,  receivables and payables
                         approximates  fair  value  because  of  the  short-term
                         nature  of  these  items.   The   carrying   amount  of
                         investment   approximates   fair  value  based  on  the
                         approximate  liquidation  value of the entity which the
                         shares represent.  The aggregate carrying amount of the
                         notes payable approximates fair value as the individual
                         borrowings bear interest at market interest rates.

 20. Recent              SFAS No. 133, Accounting for Derivative Instruments and
     Accounting          Hedging Activities, was issued in June 1998 and amended
     Pronounce-          by SFAS No. 138, issued in June 2000. The  requirements
     ments               of SFAS No. 133, as amended,  will be effective for the
                         Company  in  the  first  quarter  of  the  fiscal  year
                         beginning  January 1, 2001.  The  standard  establishes
                         accounting  and  reporting   standards  for  derivative
                         instruments embedded in other contracts and for hedging
                         activities.  Under the standard, certain contracts that
                         were not formerly  considered  derivatives may now meet
                         the  definition  of  a  derivative.   The  Company  has
                         determined  SFAS 133 to have no impact on the Company's
                         financial  position and results of  operations  because
                         the Company has no derivative activity.

                         SFAS No. 140, Accounting for Transfers and Servicing of
                         Financial  Assets and  Extinguishments  of Liabilities,
                         was  issued  in  September  2000.  SFAS  No.  140  is a
                         replacement  of SFAS No. 125,  Accounting for Transfers
                         and Servicing of Financial  Assets and  Extinguishments
                         of Liabilities.  Most of the provisions of SFAS No. 125
                         were   carried   forward  to  SFAS  No.   140   without
                         reconsideration by the Financial  Accounting  Standards
                         Board (FASB), and some were changed only in minor ways.
                         In issuing SFAS No. 140, the FASB  included  issues and
                         decisions that had been addressed and determined  since
                         the original  publication of SFAS No. 125. SFAS No. 140
                         is  effective  for  transfers  after  March  31,  2001.
                         Management does not expect the adoption of SFAS No. 140
                         to have a significant  impact on the financial position
                         or results of operations of the Company.

--------------------------------------------------------------------------------
                                                                            F-23

<PAGE>


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

         None


                                       11
<PAGE>


                                    PART III

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

DIRECTORS AND EXECUTIVE OFFICERS:

         The table below sets forth the name,  age and  positions  or offices of
each director and executive  officer of BioMeridian  and its  subsidiaries.  The
Board of  Directors  of the  Company  also  serve as the Board of  Directors  of
BioMeridian.  Each  director  of the  Company  will serve  until the next annual
meeting  of the  shareholders  and  until  his  successor  is duly  elected  and
qualified.


-------------------------------------- ------ ----------------------------------
                Name                    Age               Position
-------------------------------------- ------ ----------------------------------
William A. Fresh                        72    Chairman of the Board
-------------------------------------- ------ ----------------------------------
Reginald Hughes                         56    Director
-------------------------------------- ------ ----------------------------------
Darwin D. Millet                        48    Director and President
-------------------------------------- ------ ----------------------------------
Elmo Gruwell                            54    Director
-------------------------------------- ------ ----------------------------------
Irving Monclova                         69    Director
-------------------------------------- ------ ----------------------------------
Mark Seethaler                          44    Secretary, Vice President, a
                                              nd Chief Financial Officer
-------------------------------------- ------ ----------------------------------
Douglas Horne                           37    Vice President
-------------------------------------- ------ ----------------------------------
Stephen William Fresh                   47    Vice President
-------------------------------------- ------ ----------------------------------
Joe Galloway                            61    Vice President
-------------------------------------- ------ ----------------------------------


         William A. Fresh  co-founded  the Company and has served as Chairman of
the Board and Chief Executive  Officer of the Company since its incorporation in
June of 1989.  He was  co-founder,  Chairman  of the Board  and Chief  Executive
Officer for Fresh Test Technology  Corporation,  a designer and  manufacturer of
probe cards in interface test technology for the semiconductor  industry.  Fresh
Test Technology  Corporation was acquired by Cerprobe Corporation in April 1995.
Since the  acquisition,  he has served as a director  of  Cerprobe  Corporation.
Between  1996 and 1998,  Mr.  Fresh  served on the Board of  Directors  of Sento
Technical  Innovation  Corporation,  a  publicly-held  outsourced  services  and
training company. Mr. Fresh is currently Chairman,  President, and owner of Orem
Tek  Development  Corporation,   a  consulting  and  business  park  development
corporation.  He also  currently  serves as  Chairman  of the Board and a senior
consultant to Browz.com.

         Reginald Hughes was first elected to serve as a director of the Company
in 1996.  From  1981 to 1994,  he  served  in  various  capacities  with  Eyring
Corporation,  a technology firm located in Provo, Utah,  specializing in defense
contracting.  While with Eyring,  Mr.  Hughes was  promoted to the  positions of
Director and Vice President of Finance. Prior to joining Eyring Corporation, Mr.
Hughes had a successful career as a hospital administrator.

         Darwin D. Millet has served as a director of the Company since 1994. He
has, in the past,  served as President and Chief Executive  Officer of Satellite
Image Systems, Inc. ("SIS"), a wholly owned subsidiary of BioMeridian. From 1994
to 1998,  Mr. Millet  engineered  the  turn-around  of SIS from a firm losing $1
million  annually on sales of $400,000 to a  profitable  firm with total  booked
sales of $15 million. The primary business of SIS is processing healthcare claim
forms for the nation's largest healthcare plans.  Prior to joining  BioMeridian,

                                       12
<PAGE>

Mr. Millet  served as Executive  Vice  President of Deals.com,  an Internet mass
merchandiser that he helped grow from a concept to a "going concern". Mr. Millet
also served for nine years as Senior Vice President and Chief Financial  Officer
of Layton Construction  Company, Inc. where he developed the strategic plans and
participated in growing the firm from $15 million to a $100 million concern. Mr.
Millet is a Certified Public Accountant with "Big 5" CPA experience, and holds a
MBA from Brigham Young University.

         Elmo  Gruwell has served as a director of the  Company  since  November
2000. Dr. Gruwell, a Board Certified Emergency Medicine  Specialist,  has served
as the Chair of the  Department  of Emergency  Medicine at Utah Valley  Regional
Medical Center in Provo, Utah, where he oversees a staff of 17 physicians.

         Irving  Monclova  has served as a director of the Company  since August
1998.  Mr.  Monclova  began his career in the military.  He had tours in Europe,
Korea,  Republic of Vietnam,  Panama and Puerto Rico. He culminated his military
career as Commander of readiness  programs of the reserve  forces.  In 1982,  he
joined  Serv-Air,  Inc. In 1989, he was promoted to Vice President of Operations
and Maintenance and transferred to  Headquarters,  Serv-Air,  Inc.,  Greenville,
Texas.  In January 1993,  he was promoted to the position of Vice  President and
Chief of Special Operations Programs.

         Mark Seethaler joined the Company in October 2000 as the Vice President
and Chief Financial Officer. Mr. Seethaler has over 20 years experience managing
shareholder,  banking, insurance and audit relations. Prior to BioMeridian,  Mr.
Seethaler  served  as a  Finance  Manager  with  Intel  Corporation  and as Vice
President  and  Chief  Financial  Officer  of  Dayna  Communications,  Inc.  for
approximately  12 years. He holds a B.S. degree in Accounting from Brigham Young
University and is a Certified Public Accountant.

         Douglas Horne joined the Company in June 2000 as the Vice  President of
Marketing  and Product  Development.  Mr. Horne came to  BioMeridian  from Laser
Medical, he founded while attending the University of Utah. Laser Medical's goal
was to provide health care practitioners  greater access to very expensive laser
technology and modern advances in surgical techniques.  While President of Laser
Medical,  Mr. Horne grew the company  from an annual  income of $25,000 in 1992,
its first year of operation,  to $800,000 for year 1999.  Mr. Horne  assisted in
providing   entrepreneurial   leadership,   negotiating  rental  contracts,  and
implementing marketing strategies and assisted in training of professionals, and
employees in the applications and techniques involved with laser surgery. He has
a Bachelor of Science in Biology from the University of Utah.

         Stephen  William  Fresh  joined  the  Company in  November  1997 as the
Managing Director of International  Sales.  Prior to that time, he served as the
Director of Worldwide Marketing for Sento Corporation. He has more than 20 years
of sales and marketing  management  experience with technology  companies and he
now serves as the Company's Vice President of International Sales.

         Joe Galloway  has served as the  Company's  Vice  President of Business
Relations & Compliance  since 1997.  He was a cofounder of  BioSource.  Prior to
that, he served as a member of the Artificial  Heart  Research  team,  Salt Lake
City, Utah as a senior technician  specialist.  He also served as the supervisor
of the test  department at Evans and  Sutherland.  Mr.  Galloway has a degree in
electronic technology.

                                       13
<PAGE>

COMMITTEES AND MEETINGS:

         The Board of Directors met seven (7) times during the 2000 fiscal year.
Each of the  directors  attended  at least 75% of the  meetings  of the Board of
Directors and of the committees on which he served.

         The  Board of  Directors  maintains  standing  Audit  and  Compensation
Committees.  The members of the Audit  Committee are William A. Fresh and Darwin
Millet.  The Committee  met once time during the fiscal year ended  December 31,
2000.  Its  functions  are 1) to review and  approve the  selection  of, and all
services  performed  by, the  Company's  independent  auditor;  2) to review the
Company's internal controls;  and 3) to review accounting and financial controls
of the Company.

         The  members of the  Compensation  Committee  are  William A. Fresh and
Irving  Monclova.  The Committee met four (4) times during the fiscal year ended
December 31, 2000.  Its  functions  are to  determine  and approve  compensation
arrangements  for  executive  officers  of the  Company and to oversee any stock
option, stock award or other employee benefit plan or arrangement established by
the Board of Directors  for the benefit of executive  officers,  management  and
employees of the Company.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING:

         Section  16(a) of the Exchange Act  requires  the  Company's  executive
officers and directors and persons who own more than 10% of the Common Stock, to
file with the U.S. Securities and Exchange Commission (the "Commission") initial
reports of ownership and reports of changes in ownership of the Common Stock and
other  securities  from which  shares of the Common  Stock may be derived.  Such
directors,  officers and 10% owners are required by  Commission  regulations  to
furnish the Company with copies of all Section  16(a)  reports they file.  Based
solely on a review of the copies of such reports  received by the  Company,  the
Company  believes that the following  report was not filed on a timely basis:  A
Form 3 for Elmo Gruwell,  a director of the Company,  to report his ownership of
the Company's  securities at the time of his appointment as a director,  was due
on December 21, 2000, but was not filed until January 10, 2001.

ITEM 10. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE:

         The  compensation  of William A. Fresh,  the Company's  Chief Executive
Officer,   and  Darwin  D.  Millet,  the  Company's   President  of  BioMeridian
International,  (the  "named  executive  officers")  is shown  in the  following
tables. No other executive officers received  compensation in excess of $100,000
in the year ending December 31, 2000.

<TABLE>
<CAPTION>

-------------------------------------- ------------------------------------- ---------------------
                                                                                  Long-term
                                              Annual Compensation               Compensation
-------------------------------------- ------------------------------------- ---------------------
                                                                   Other
                                                                  Annual          Securities
Name & Principal Position     Year        Salary       Bonus    Compensation   Underlying Options
<S>                           <C>          <C>               <C>           <C>             <C>
------------------------- ------------ ----------- ----------- ------------- ---------------------
William A. Fresh, CEO         2000               0           0             0                     0
------------------------- ------------ ----------- ----------- ------------- ---------------------
                              1999               0           0             0                     0
------------------------- ------------ ----------- ----------- ------------- ---------------------
                              1998               0           0             0               150,000
------------------------- ------------ ----------- ----------- ------------- ---------------------
Darwin D. Millet 1            2000         120,000           0             0               150,000
------------------------- ------------ ----------- ----------- ------------- ---------------------
                              1999          35,000           0             0               300,000
------------------------- ------------ ----------- ----------- ------------- ---------------------
                              1998               0           0             0
------------------------- ------------ ----------- ----------- ------------- ---------------------
</TABLE>

                                       14
<PAGE>


Option Grants in Last Fiscal Year

         The  following  table sets forth the options  granted by the Company to
the "named  executive  officers"  in the last fiscal  year.  The Company did not
grant options to William A. Fresh in the year ending December 31, 2000.

<TABLE>
<CAPTION>

--------------------------- ---------------- ------------------- ----------------- --------------------
                                              Percent of Options
                                                Granted to
                              Number of         Employees in       Exercise Price
 Name & Principal Position  Options Granted     Fiscal Year         per share        Expiration Date
-------------------------- ----------------- ------------------- ----------------- --------------------
<S>                               <C>              <C>               <C>               <C>

Darwin D. Millet                  100,000          14.0%             $ .35             Aug 2007
President                          50,000                            $ .20             Dec 2007
-------------------------- ----------------- ------------------- ----------------- --------------------
</TABLE>


Aggregated Option Exercises in Last Fiscal Year and Year End Option Values

The following  table sets forth the aggregate value of options to acquire shares
of the common stock held by the "named executive officers" on December 31, 2000.

<TABLE>
<CAPTION>

-------------------------- ----------------------------------------- ----------------------------------------
                                                                        Value of Unexercised In-the-Money
 Name & Principal Position Number of Unexercised Options @ FYE 2000           Options @ FYE 2000 B
-------------------------- ----------------------------------------- ----------------------------------------
                             Unexercisable         Exercisable          Unexercisable         Exercisable
-------------------------- --------------------- ------------------- --------------------- ------------------
<S>                           <C>                      <C>                       <C>                <C>

William A. Fresh                    0                  400,000                   $0                 $0
-------------------------- --------------------- ------------------- --------------------- ------------------
Darwin D. Millet              436,028                   33,972                   $0                 $0
------------------------- --------------------- ------------------- --------------------- -------------------
</TABLE>


         DIRECTOR  COMPENSATION:  Directors of the Company are currently paid no
fee for  their  service  on the  Board  of  Directors.  Directors  are  also not
currently paid a fee for attendance at board or committee meetings.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table lists the number of shares of the Company's  common
stock  beneficially  owned as of December  31, 2000 by each person  known by the
Company to be the beneficial  owner of more than five percent (5%) of the common

--------------------

(A) This individual began employment with the Company in July 1999 and currently
receives the annual salary indicated.

(B) Calculated based on the difference  between the exercise price and the price
of a share of the Company's common stock on December 31, 2000.

                                       15
<PAGE>

stock,  by each  director  of the  Company,  by the  Company's  Chief  Executive
Officer,  and by all  officers and  directors of the Company as a group.  Unless
noted  otherwise,  each person named has sole voting and  investment  power with
respect to the shares  indicated.  The  percentages set forth have been computed
based on  32,634,177  shares,  which is the number of shares of the common stock
outstanding  plus  exercisable   warrants  and  options  held  by  officers  and
directors,  excluding  treasury  shares held by the Company,  outstanding  as of
December 31, 2000.

--------------------------------------------------------------------------------
                                    Beneficial Ownership as of December 31, 2000
----------------------------------    ----------------   ----------------------
                                                           Percentage of class
Name & Address of Beneficial Owner    Number of shares       outstanding
----------------------------------    ----------------   ----------------------
William A. Fresh                         11,751,413(C)            36.0%
176 Emeraud Drive
St. George, Utah  84770
----------------------------------    ---------------    ----------------------
Reginald Hughes                             409,633(D)             1.3%
1482 East 920 South
Provo, Utah  84606
----------------------------------    ----------------   ----------------------
Darwin D. Millet                            242,306(E)              .7%
12090 South Woodridge Road
Sandy, Utah  84124
----------------------------------    ----------------   ----------------------
Irving Monclova                             298,500(F)              .9%
1064 Heather Gate Court
Lexington, KY  40511
----------------------------------    ----------------   ----------------------
Elmo Gruwell                                  1,370(G)              .0%
207 West 185 South
Orem, UT  84058
----------------------------------    ----------------   ----------------------
Ballard Investments                       1,812,453(H)             5.6%
2726 East Wasatch Drive #20
Salt Lake City, Utah 84147
----------------------------------    ----------------   ----------------------
Richard I. Winwood                        3,643,198(I)            11.2%
7069 S. Highland Drive, Suite 102
Salt Lake City, Utah 84121
----------------------------------    ----------------   ----------------------
All officers and directors as a
group (9 persons)                        13,203,617               40.5%
----------------------------------    ----------------   ----------------------



---------------------
(C) Includes  5,281,000  shares held by WAF Investment  Company,  a Utah limited
partnership,  of which Mr. Fresh is a general partner;  1,133,332 shares held by
Reva Luana Fresh,  Mr. Fresh's spouse;  50,000 shares held by the William A. and
Reva Luana Fresh Family Living Trust; 645,237 shares held by William A. and Reva
Luana Fresh Charitable  Remainder  Trust,  60,000 shares held in trusts in which
Reva Luana Fresh is the  custodian;  75,000  shares held in a trust in which Mr.
Fresh is the  custodian;  316,667  shares held by Orem Tek  Development,  a Utah
limited  partnership,  of which Mr. Fresh is a general  partner;  990,142 shares
issuable upon the exercise of currently  exercisable warrants and 400,000 shares
issuable upon presently exercisable options.


                                       16
<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

REVOLVING LINE OF CREDIT GUARANTEES:

         As of  December  1,  2000,  the  Company  entered  into both a 48-month
amortizing term loan and a revolving  line-of-credit  agreement.  The amortizing
term loan  originated with a principal  balance of $1,300,000,  an interest rate
equal to the  prime  rate,  plus  .5%  (initial  rate of  10.00%),  and  monthly
principal  and  interest  payments of $33,000  commencing  January 1, 2001.  The
revolving line of credit was  established  with a principal  borrowing  limit of
$200,000, an interest rate of prime, plus .5% (initial rate of 10.00%),  monthly
interest payments commencing January 1, 2001, and principal payable on demand or
on December 1, 2001. This line of credit has been used to fund the operations of
the company and as of December 31, 2000, had an outstanding balance of $181,826.

NOTES PAYABLE TO SHAREHOLDERS:

         During the year ended  December  31,  2000 the  Company  borrowed a net
amount of  $1,607,899  from  William A. Fresh,  the  Company's  Chief  Executive
Officer,  or from entities controlled by Mr. Fresh, under one $250,000 unsecured
note payable  agreement,  one $192,899  unsecured note payable  agreement,  four
separate  $150,000  unsecured note payable  agreements,  three separate $100,000
unsecured note payable agreements, one $75,000 unsecured note payable agreement,
three  separate  $50,000  unsecured  note  payable  agreements,  and one $40,000
unsecured note payable agreement. Each note payable bears interest at 12% and is
payable upon demand.

         Effective  July 31, 2000,  $500,000 of related party notes payable were
converted to common stock of the Company at 40 cents per share.

         Effective  October 31, 2000,  $500,000 of related  party notes  payable
were converted to common stock of the Company at 30 cents per share.

         Effective October 31, 2000, the Company refinanced  $537,899 of related
party  notes  payable,  from a  demand  note,  to a note  payable  with a 2-year
maturity.

         Effective December 31, 2000, the Company refinanced $160,000 of accrued
consulting  payable to a related  party,  from an accrued  liability,  to a note
payable with a 2-year maturity.

         During the year ended  December  31,  1999 the  Company  borrowed a net
amount of $295,000 from William A. Fresh, the Company's Chief Executive Officer,
or from entities  controlled by Mr. Fresh, under two separate $100,000 unsecured
note payable  agreements,  one $50,000  unsecured  note payable  agreement,  one
$30,000 unsecured note payable agreement, and one $15,000 unsecured note payable
agreement. Each note payable bears interest at 12% and is payable upon demand.

         Effective  March 31, 1999,  $1,300,000  of related  party notes payable
were  converted to common stock of the Company.  In addition,  accrued  interest
payable on related  party notes payable of $11,033 was used by one related party
to exercise warrants to purchase common stock.

-----------

(D) The amount  includes  3,750 shares  issuable  upon the exercise of currently
exercisable warrants and 913 shares issuable upon presently exercisable options.
(E) The amount  includes  16,667 shares  issuable upon the exercise of currently
exercisable  warrants and 33,972  shares  issuable  upon  presently  exercisable
options.
(F) The amount  includes  285,000  shares  issuable upon  presently  exercisable
options.
(G) The  amount  includes  1,370  shares  issuable  upon  presently  exercisable
options.
(H) The amount  includes  119,167 shares issuable upon the exercise of currently
exercisable  warrants.  Craig Ballard, a general partner of Ballard Investments,
has the power to vote the shares and to make  investment  decisions with respect
to the shares on behalf of Ballard Investment.
(I) The amount  includes  141,667 shares issuable upon the exercise of currently
exercisable warrants.


                                       17
<PAGE>


                                     PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

         (a) EXHIBITS: The following documents are furnished as exhibits to this
Form 10-KSB.

<TABLE>
<CAPTION>


--------   ----------------------------------------- -------------------- --------------------
S-B Item      Number of Options Granted                Incorporated by      Filed Herewith
Number                                                   Reference
--------   ----------------------------------------- -------------------- --------------------
  <S>      <C>                                              <C>                     <C>

   3-1     Articles of Incorporation of the Company         X (J)
--------   ----------------------------------------- -------------------- --------------------
   3-2     Bylaws of the Company                            X (K)
--------   ----------------------------------------- -------------------- --------------------
   3-3     Amendment to Articles of Incorporation           X (L)
           approved March 8, 1996
--------   ----------------------------------------- -------------------- --------------------
   3-4     Amendment to Articles of Incorporation           X (M)
           approved June 6, 1998
-------    ----------------------------------------- -------------------- --------------------
  21-1     Subsidiaries of the Company                                              X
-------    ----------------------------------------- -------------------- --------------------
  21-2     Business Loan Agreement                                                  X
-------    ----------------------------------------- -------------------- --------------------
  21-3     Promissory Note                                                          X
-------    ----------------------------------------- -------------------- --------------------

</TABLE>

(b)      REPORTS ON FORM 8-K:

         The  Company  filed a report on Form 8-K  dated  November  22,  2000 on
December 5, 2000 reporting the disposition of certain assets relating to BTI.





---------------

(J) This exhibit was filed with the  Commission  as an exhibit to the  Company's
Registration  Statement  on Form  S-18,  filed on  September  20,  1989,  and is
incorporated herein by reference.
(K) This exhibit was filed  previously  with the Commission as an exhibit to the
Company's  Annual Report on From 10-KSB for the fiscal year ending  December 31,
1992, filed on October 15, 1993.
(L) This  exhibit was  incorporated  with the  Company's  Annual  Report on Form
10-KSB for the year ended December 31, 19955 filed on March 29, 1996.
(M) This  exhibit was  incorporated  with the  Company's  Annual  Report on Form
10-KSB for the year ended December 31, 1999, filed on March 30, 2000.



                                       18
<PAGE>


                                   SIGNATURES

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

                                            BIOMERIDIAN CORPORATION


                                            By: /s/ William A. Fresh
                                                -----------------------
                                            William A. Fresh, Chairman & C.E.O.

                                            Date:  March 30, 2001


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

         Name                           Position                       Date
         ----                           --------                       ----

/s/ William A. Fresh                Chairman of the Board and     March 30, 2001
---------------------------         Chief Executive Officer
         William A. Fresh           (Principal Executive
                                    and Financial Officer)

/s/ Reginald Hughes                 Director                      March 30, 2001
---------------------------
         Reginal Hughes

/s/ Darwin D. Millet                Director                      March 30, 2001
---------------------------
         Darwin D. Millet

/s/ Irving Monclova                 Director                      March 30, 2001
---------------------------
         Irving Monclova

/s/ Elmo Gruwell                    Director                      March 30, 2001
---------------------------
         Elmo Gruwell

/s/ Mark Seethaler                  Chief Financial Officer       March 30, 2001
---------------------------         and Secretary (Principal
         Mark Seethaler             Accounting Officer)





                                       19
<PAGE>