##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-QSB

Mark One

| |  |                                                                                                                                             
| |  | --------------------------------------------------------------------------------------------------------------------------------------------
| |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
ENDED MARCH 31, 2001       
|
|
|
|
|
|
|
|
|
| |  | OR                                                                                                                                          
|
|
|
|
|
|
|
|
|
| |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM ________ TO ________

Commission File No. 1-14416BIGMAR, INC.(Exact name of small business issuer as specified in its charter)

|                                                                                  |  |                                                
|--------------------------------------------------------------------------------- |  | -----------------------------------------------
|Delaware
(State or other jurisdiction of
Incorporation or organization)           |  | 31-1445779
(I.R.S. Employer Identification No.)
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|9711 Sportsman Club Road
Johnstown, Ohio
(Address of principal executive offices) |  | 43031
(Zip Code)                               

Issuers telephone number, including area code: (740) 966-5800

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

As of April 23, 2001, 10,168,973 shares of common stock of the issuer were
outstanding.

1



---

TABLE OF CONTENTS



|                                                                                               |                                                                                                                |  |  |  |  |  |  | 
|---------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|Part I FINANCIAL INFORMATION                                                                  
|Item 1  Financial Statements                                                                  
|                                                                                               | Consolidated Condensed Balance Sheets as of March 31, 2001 (Unaudited) and December 31, 2000                  
|                                                                                               | Consolidated Condensed Statements of Operations for the three months ended March 31, 2001 (Unaudited) and 2000
|                                                                                               | Consolidated Condensed Statements of Cash Flows for the three months ended March 31, 2001 (Unaudited) and 2000
|                                                                                               | Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2001 (Unaudited) and 2000  
|                                                                                               | Notes to the Consolidated Condensed Financial Statements (Unaudited)                                          
|Item 2:  Management's Discussion and Analysis of Financial Condition and Results of Operations
|PART II.  OTHER INFORMATION                                                                   
|Item 2 (c) Changes in Securities - Recent Sales of Unregistered Securities                    
|Item 6.  Exhibits and Reports on Form 8-K                                                     
|                                                                                               | Signatures                                                                                                    



---



##### Table of Contents



BIGMAR, INC. AND SUBSIDIARIES

Index

|           |  |                                                                                                                |  |  |    | 
|---------- |  | -------------------------------------------------------------------------------------------------------------- |  |  | -- | 
|Part I     |  | FINANCIAL INFORMATION:                                                                                        
|          
|          
|          
|          
|          
|          
|          
|          
|          
|Item 1     |  | Financial Statements                                                                                          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|           |  | Consolidated Condensed Balance Sheets as of March 31, 2001
(Unaudited) and December 31, 2000                   |  |  | 3  | 
|          
|          
|          
|          
|          
|          
|          
|          
|          
|           |  | Consolidated Condensed Statements of Operations for the three
months ended March 31, 2001 (Unaudited) and 2000 |  |  | 4  | 
|          
|          
|          
|          
|          
|          
|          
|          
|          
|           |  | Consolidated Condensed Statements of Cash Flows for the three
months ended March 31, 2001 (Unaudited) and 2000 |  |  | 5  | 
|          
|          
|          
|          
|          
|          
|          
|          
|          
|           |  | Consolidated Statements of Comprehensive Loss for the three
months ended March 31, 2001 (Unaudited) and 2000   |  |  | 6  | 
|          
|          
|          
|          
|          
|          
|          
|          
|          
|           |  | Notes to the Consolidated Condensed Financial Statements
(Unaudited)                                           |  |  | 7  | 
|          
|          
|          
|          
|          
|          
|          
|          
|          
|Item 2     |  | Managements Discussion and Analysis of Financial Condition
and Results of Operations                          |  |  | 10 | 
|          
|          
|          
|          
|          
|          
|          
|          
|          
|Part II    |  | OTHER INFORMATION:                                                                                            
|          
|          
|          
|          
|          
|          
|          
|          
|          
|Item 2 (c) |  | Changes in Securities  Recent Sales of Unregistered Securities                                                |  |  | 17 | 
|          
|          
|          
|          
|          
|          
|          
|          
|          
|Item 6     |  | Exhibits and Reports on Form 8-K                                                                               |  |  | 17 | 
|          
|          
|          
|          
|          
|          
|          
|          
|          
|           |  | Signatures                                                                                                     |  |  | 18 | 

2



---



##### Table of Contents





















BIGMAR , INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets

|                                   |                                                                                                                                                                                                                                                                  |                            |                                      |                   |           |             |            |             |             |   |            | 
|---------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------------------------------------ | ----------------- | --------- | ----------- | ---------- | ----------- | ----------- | - | ---------- | 
|                                   |                                                                                                                                                                                                                                                                  |                            |                                      |                   |           | March 31    |            |             | December 31 |  
|                                   |                                                                                                                                                                                                                                                                  |                            |                                      |                   |           | 2001        |            |             | 2000        |  
|                                   |                                                                                                                                                                                                                                                                  |                            |                                      |                   |           |             |            |             |             |  
|                                   |                                                                                                                                                                                                                                                                  |                            |                                      |                   |           | (Unaudited) |           
|                                   |                                                                                                                                                                                                                                                                  |                            |                                      | Assets           
|                                  
|                                  
|                                  
|                                  
|Current assets:                   
|                                  
|                                  
|                                  
|                                  
|                                   | Cash and cash equivalents                                                                                                                                                                                                                                        |                            | $                                    | 277,105           |           |             | $          | 72,971      |            
|                                  
|                                  
|                                  
|                                  
|                                   | Accounts receivable                                                                                                                                                                                                                                              |                            |                                      | 2,042,966         |           |             |            | 1,872,657   |            
|                                  
|                                  
|                                  
|                                  
|                                   | Accounts receivable related party                                                                                                                                                                                                                                |                            |                                      | 130,421           |           |             |            | 141,107     |            
|                                  
|                                  
|                                  
|                                  
|                                   | Inventories                                                                                                                                                                                                                                                      |                            |                                      | 2,621,084         |           |             |            | 2,638,999   |            
|                                  
|                                  
|                                  
|                                  
|                                   | Prepaid expenses and other current assets                                                                                                                                                                                                                        |                            |                                      | 272,247           |           |             |            | 119,792     |            
|                                   |                                                                                                                                                                                                                                                                  |                            |                                      |                   |           |            
|                                   |                                                                                                                                                                                                                                                                  | Total current assets       |                                      |                   | 5,343,823 |             |            |             | 4,845,526   |  
|                                  
|                                  
|                                  
|                                  
|Property, plant and equipment, net |                                                                                                                                                                                                                                                                  |                            | 12,201,430                           |                   |           |             | 13,387,698 |            
|                                  
|                                  
|                                  
|                                  
|Intangible and other assets, net   |                                                                                                                                                                                                                                                                  |                            | 243,081                              |                   |           |             | 283,617    |            
|                                   |                                                                                                                                                                                                                                                                  |                            |                                      |                   |           |            
|                                   |                                                                                                                                                                                                                                                                  |                            |                                      | Total             |           | $           | 17,788,334 |             |             | $ | 18,516,841 | 
|                                   |                                                                                                                                                                                                                                                                  |                            |                                      |                   |           |            
|                                   |                                                                                                                                                                                                                                                                  |                            | Liabilities and Stockholders Equity
|                                  
|                                  
|                                  
|                                  
|Current liabilities:              
|                                  
|                                  
|                                  
|                                  
|                                   | Accounts payable                                                                                                                                                                                                                                                 |                            |                                      | 2,620,197         |           |             |            | 3,023,463   |            
|                                  
|                                  
|                                  
|                                  
|                                   | Notes payable                                                                                                                                                                                                                                                    |                            |                                      | 2,804,693         |           |             |            | 2,481,301   |            
|                                  
|                                  
|                                  
|                                  
|                                   | Current portion of long-term debt                                                                                                                                                                                                                                |                            |                                      | 579,461           |           |             |            | 626,940     |            
|                                  
|                                  
|                                  
|                                  
|                                   | Due to related party                                                                                                                                                                                                                                             |                            |                                      | 1,066,561         |           |             |            | 1,238,781   |            
|                                  
|                                  
|                                  
|                                  
|                                   | Accrued expenses and other current liabilities                                                                                                                                                                                                                   |                            |                                      | 1,215,974         |           |             |            | 1,060,965   |            
|                                   |                                                                                                                                                                                                                                                                  |                            |                                      |                   |           |            
|                                   |                                                                                                                                                                                                                                                                  | Total current liabilities  |                                      |                   | 8,286,886 |             |            |             | 8,431,450   |  
|                                  
|                                  
|                                  
|                                  
|Long-term debt                     |                                                                                                                                                                                                                                                                  |                            | 5,215,147                            |                   |           |             | 9,642,459  |            
|                                   |                                                                                                                                                                                                                                                                  |                            |                                      |                   |           |            
|                                   |                                                                                                                                                                                                                                                                  |                            |                                      | Total liabilities |           |             | 13,502,033 |             |             |   | 18,073,909 | 
|                                   |                                                                                                                                                                                                                                                                  |                            |                                      |                   |           |            
|Stockholders equity:             
|                                  
|                                  
|                                  
|                                  
|                                   | Preferred
stock ($.001 par value; 5,000,000 shares authorized, 1,000,000 designated as Series A and 10,000 designated as Series B)
Series B Preferred Stock, 7,000 and 1,000 shares issued and
outstanding at March 31, 2001 and December 31, 2000, respectively |                            |                                      | 7                 |           |             |            | 1           |            
|                                  
|                                  
|                                  
|                                  
|                                   | Common stock ($.001 par value; 30,000,000 shares authorized;
10,168,973 shares issued and outstanding at March 31, 2001
and December 31, 2000, respectively).                                                                                                    |                            |                                      | 10,169            |           |             |            | 10,169      |            
|                                  
|                                  
|                                  
|                                  
|                                   | Additional paid-in capital                                                                                                                                                                                                                                       |                            |                                      | 34,791,034        |           |             |            | 29,023,791  |            
|                                  
|                                  
|                                  
|                                  
|                                   | Retained earnings (deficit)                                                                                                                                                                                                                                      |                            |                                      | (28,761,358       | )         |             |            | (27,448,377 | )          
|                                  
|                                  
|                                  
|                                  
|                                   | Cumulative translation adjustment                                                                                                                                                                                                                                |                            |                                      | (1,753,551        | )         |             |            | (1,142,652  | )          
|                                   |                                                                                                                                                                                                                                                                  |                            |                                      |                   |           |            
|                                   |                                                                                                                                                                                                                                                                  | Total stockholders equity |                                      | 4,286,301         |           |             |            | 442,932     |            
|                                   |                                                                                                                                                                                                                                                                  |                            |                                      |                   |           |            
|                                   |                                                                                                                                                                                                                                                                  |                            |                                      | Total             |           | $           | 17,788,334 |             |             | $ | 18,516,841 | 
|                                   |                                                                                                                                                                                                                                                                  |                            |                                      |                   |           |            

See accompanying notes to consolidated condensed financial statements.

3



---



##### Table of Contents









BIGMAR, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Operations
(Unaudited)

|                                                                             |                                     |                          |            |                             |           |   |            |         |           | 
|---------------------------------------------------------------------------- | ----------------------------------- | ------------------------ | ---------- | --------------------------- | --------- | - | ---------- | ------- | --------- | 
|                                                                             |                                     |                          |            | Three Months Ended March 31 |          
|                                                                             |                                     |                          |            |                             |          
|                                                                             |                                     |                          |            | 2001                        |           |   | 2000       |        
|                                                                             |                                     |                          |            |                             |           |   |            |        
|Net sales                                                                    |                                     | $                        | 2,291,228  |                             |           | $ | 1,779,721  |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Cost of goods sold                                                           |                                     |                          | 1,903,180  |                             |           |   | 1,280,165  |        
|                                                                             |                                     |                          |            |                             |           |  
|Gross margin                                                                 |                                     |                          | 388,048    |                             |           |   | 499,556    |        
|                                                                             |                                     |                          |            |                             |           |  
|Operating expenses:                                                         
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Research and development            |                          |            | 742,314                     |           |   |            | 920,174 |          
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Selling, general and administrative |                          |            | 825,842                     |           |   |            | 725,345 |          
|                                                                             |                                     |                          |            |                             |           |  
|                                                                             |                                     | Total operating expenses |            |                             | 1,568,156 |   |            |         | 1,645,519 | 
|                                                                             |                                     |                          |            |                             |           |  
|Operating loss                                                               |                                     |                          | (1,180,108 | )                           |           |   | (1,145,963 | )      
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Other expense, net                                                           |                                     |                          | (4,818     | )                           |           |   | (3,775     | )      
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Interest expense                                                             |                                     |                          | (238,137   | )                           |           |   | (230,862   | )      
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Gain (loss) on foreign currency transactions                                 |                                     |                          | 110,082    |                             |           |   | 68,410     |        
|                                                                             |                                     |                          |            |                             |           |  
|Loss before income taxes and extraordinary item                              |                                     |                          | (1,312,981 | )                           |           |   | (1,312,190 | )      
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Income taxes (benefit)                                                       |                                     |                          |           |                             |           |   |           |        
|                                                                             |                                     |                          |            |                             |           |  
|Loss before extraordinary item                                               |                                     |                          | (1,312,981 | )                           |           |   | (1,312,190 | )      
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Extraordinary itemGain on extinguishment of debt,
net of income taxes of $0 |                                     |                          |           |                             |           |   | 361,837    |        
|                                                                             |                                     |                          |            |                             |           |  
|Net loss                                                                     |                                     | $                        | (1,312,981 | )                           |           | $ | (950,353   | )      
|                                                                             |                                     |                          |            |                             |           |  
|Preferred stock dividends                                                    |                                     | $                        | 44,917     |                             |           | $ |           |        
|                                                                             |                                     |                          |            |                             |           |  
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Net loss applicable to common stockholders                                   |                                     | $                        | (1,357,898 | )                           |           | $ | (950,353   | )      
|                                                                             |                                     |                          |            |                             |           |  
|Basic and diluted loss per share from continuing operations                  |                                     | $                        | (0.13      | )                           |           | $ | (0.15      | )      
|                                                                             |                                     |                          |            |                             |           |  
|Basic and diluted extraordinary gain per share                               |                                     | $                        |           |                             |           | $ | 0.04       |        
|                                                                             |                                     |                          |            |                             |           |  
|Basic and diluted net loss per share                                         |                                     | $                        | (0.13      | )                           |           | $ | (0.11      | )      
|                                                                             |                                     |                          |            |                             |           |  
|Basic and diluted net loss per share applicable to common
stockholders       |                                     | $                        | (0.13      | )                           |           | $ | (0.11      | )      
|                                                                             |                                     |                          |            |                             |           |  
|Weighted average shares outstanding                                          |                                     |                          | 10,168,973 |                             |           |   | 9,005,084  |        
|                                                                             |                                     |                          |            |                             |           |  

See accompanying notes to consolidated condensed financial statements.

4



---



##### Table of Contents









BIGMAR, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(Unaudited)

|                                                  |                                                                               |              |                                           |            |                             |            |         |            |         |         |  
|------------------------------------------------- | ----------------------------------------------------------------------------- | ------------ | ----------------------------------------- | ---------- | --------------------------- | ---------- | ------- | ---------- | ------- | ------- | -
|                                                  |                                                                               |              |                                           |            | Three Months Ended March 31 |           
|                                                  |                                                                               |              |                                           |            |                             |           
|                                                  |                                                                               |              |                                           |            | 2001                        |            |         | 2000       |        
|                                                  |                                                                               |              |                                           |            |                             |            |         |            |        
|                                                  |                                                                               |              | Net cash used in operating activities     |            |                             | (1,657,466 | )       |            |         | (67,127 | )
|                                                  |                                                                               |              |                                           |            |                             |           
|Cash flows from investing activities:            
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Purchase of property, plant and equipment                                     |              |                                           | (147,908   | )                           |            |         | (36,683    | )      
|                                                  |                                                                               |              |                                           |            |                             |           
|                                                  |                                                                               |              | Net cash used in investing activities     |            |                             | (147,908   | )       |            |         | (36,683 | )
|                                                  |                                                                               |              |                                           |            |                             |           
|Cash flows from financing activities:            
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Short-term borrowings                                                         |              |                                           | 391,069    |                             |            |         | 815,020    |        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Long-term borrowings                                                          |              |                                           |           |                             |            |         | 2,641,278  |        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Proceeds from borrowing from related party                                    |              |                                           |           |                             |            |         | 1,044,226  |        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Repayment of short term debt                                                  |              |                                           | (82,347    | )                           |            |         | (1,839,697 | )      
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Repayment of related party loan                                               |              |                                           | (100,170   | )                           |            |         |           |        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Repayment of long-term borrowings                                             |              |                                           | (4,000,000 | )                           |            |         | (3,901,004 | )      
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Preferred stock redemption                                                    |              |                                           | (1,012,833 | )                          
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Proceeds from issuance of common stock and warrants                           |              |                                           |           |                             |            |         | 1,375,000  |        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Proceeds
from issuance of preferred stock and warrants, net of offering costs |              |                                           | 6,825,000  |                             |            |         |           |        
|                                                  |                                                                               |              |                                           |            |                             |           
|                                                  |                                                                               |              | Net cash provided by financing activities |            |                             | 2,020,719  |         |            |         | 134,823 |  
|                                                  |                                                                               |              |                                           |            |                             |           
|Effect of exchange rates on cash                  |                                                                               |              | (11,211                                   | )          |                             |            | 11,064  |           
|                                                  |                                                                               |              |                                           |            |                             |           
|Net increase in cash and cash equivalents         |                                                                               |              | 204,134                                   |            |                             |            | 42,077  |           
|                                                 
|                                                 
|                                                 
|                                                 
|Cash and cash equivalents, beginning of period    |                                                                               |              | 72,971                                    |            |                             |            | 155,854 |           
|                                                  |                                                                               |              |                                           |            |                             |           
|Cash and cash equivalents, end of period          |                                                                               | $            | 277,105                                   |            |                             | $          | 197,931 |           
|                                                  |                                                                               |              |                                           |            |                             |           
|Supplemental disclosure of cash flow information:
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Cash paid during the period for:                                             
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                               | Interest     |                                           | $          | 291,668                     |            |         | $          | 289,806 |        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                               | Income taxes |                                           | $          |                            |            |         | $          |        |        

See accompanying notes to consolidated condensed financial statements.

5



---



##### Table of Contents









BIGMAR, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Loss
(Unaudited)

|                                               |                                                                                                         |   |                             |          |   |      |            |          |  
|---------------------------------------------- | ------------------------------------------------------------------------------------------------------- | - | --------------------------- | -------- | - | ---- | ---------- | -------- | -
|                                               |                                                                                                         |   | Three Months Ended March 31 |         
|                                               |                                                                                                         |   |                             |         
|                                               |                                                                                                         |   | 2001                        |          |   | 2000 |           
|                                               |                                                                                                         |   |                             |          |   |      |           
|Net loss                                       |                                                                                                         | $ | (1,312,981                  | )        |   | $    | (950,353   | )       
|                                              
|                                              
|                                              
|                                              
|Other comprehensive income (loss), net of tax:
|                                              
|                                              
|                                              
|                                              
|                                               | Foreign currency translation adjustments, net
of income taxes of $0 in both 2001 and 2000,
respectively |   |                             | (610,899 | ) |      |            | (317,430 | )
|                                               |                                                                                                         |   |                             |          |   |     
|Comprehensive loss                             |                                                                                                         | $ | (1,923,880                  | )        |   | $    | (1,267,783 | )       
|                                               |                                                                                                         |   |                             |          |   |     

See accompanying notes to consolidated condensed financial statements.

6



---



##### Table of Contents









BIGMAR, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements

(1) BASIS OF PRESENTATION

Bigmar, Inc. (the Company) is a Delaware corporation that owns 100% of the
outstanding common stock of two Swiss corporations, Bioren, SA and Bigmar
Pharmaceuticals, SA, and 100% of the outstanding common stock of a Delaware
corporation, Bigmar Therapeutics, Inc.

In the opinion of management, the accompanying unaudited financial statements
include all adjustments necessary to present fairly the Companys financial
position as of March 31, 2001 and December 31, 2000, and the results of
operations, cash flows and comprehensive income for all periods presented. The
results of the interim periods are not necessarily indicative of the results to
be obtained for the entire fiscal year.

For a summary of significant accounting policies (which are consistent with
those in place at December 31, 2000) and additional financial information, see
Bigmar, Inc.s Annual Report on Form 10-KSB for the year ended
December 31, 2000. The 10-KSB should be read in conjunction with these
financial statements.

The consolidated financial statements include the accounts of the Company and
its subsidiaries, all of which are wholly owned. The three wholly-owned
subsidiaries are as follows: Bioren S.A. (Bioren), Bigmar Pharmaceuticals
S.A. (Pharmaceuticals) and Bigmar Therapeutics Inc. (Therapeutics). All
significant intercompany accounts and transactions have been eliminated.

The financial statements of subsidiaries outside the United States are stated
using the local currency as the functional currency. Assets and liabilities of
these companies are translated at the rates of exchange as of the balance sheet
date. The resulting translation adjustments are included in accumulated and
other comprehensive loss. Income and expenses are translated at average rates
of exchange for the period.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The construction of the Companys
pharmaceutical manufacturing plant in Barbengo, Switzerland and the process of
obtaining regulatory approvals have consumed a substantial amount of the
Companys resources. The manufacturing plant received regulatory approval in
February 1999 from the United States Food and Drug Administration (FDA) and
the Intercantonal Office for the Control of Medications (IKS) in Switzerland
to manufacture and sell certain injectable pharmaceutical products in the
United States and Switzerland. As a result, the Company anticipates that these
operations will begin to generate cash to help fund its expansion and further
planned research and development activities. During the three-month period
ending March 31, 2001, the Company received approximately $6.8 million in
proceeds

7



---



##### Table of Contents



from a private placement of preferred stock and warrants. The Company
anticipates raising additional funds during 2001 through private stock
offerings and through additional bank borrowings. However, there can be no
assurance that the Company will be successful in these efforts.

(2) INVENTORIES

The components of inventory at March 31, 2001 and December 31, 2000 are as
follows:

|               |       |   |           |           |  |              |           |           | 
|-------------- | ----- | - | --------- | --------- |  | ------------ | --------- | --------- | 
|               |       |   | March 31, |           |  | December 31, |          
|               |       |   | 2001      |           |  | 2000         |          
|               |       |   |           |           |  |              |          
|Raw Materials  |       | $ | 1,239,307 |           |  | $            | 1,169,320 |          
|              
|              
|              
|              
|Finished Goods |       |   | 1,381,777 |           |  |              | 1,469,679 |          
|               |       |   |           |           |  |             
|               | Total |   | $         | 2,621,084 |  |              | $         | 2,638,999 | 
|               |       |   |           |           |  |             

(3) NOTES PAYABLE AND LONG-TERM DEBT

As of March 31, 2001, the Company had various notes, bonds, mortgages and other
borrowings totaling approximately $9.7 million, including $4.5 million that is
short term in nature. These monies were used to partially fund the acquisition
of Bioren as well as to acquire, construct, and equip the manufacturing
facility and to fund ongoing research and development and product registration
activities. In February 2001, the Company repaid $4.0 million convertible notes
and related interest pursuant to a private placement of preferred stock and
warrants.

The Company has U.S. bank line of credit under which it may borrow
up to $2,000,000 with monthly interest payments due based upon the
prime rate (7.5% at May 1, 2000), subject to certain
restrictions as defined in the agreement. The line of credit is
secured by a guaranty of Jericho L.L.C. and certain shareholders and
officers of the Company. At March 31, 2001, $1,999,891 was
outstanding.

Subsequent to quarter end, the Company received written
notice from the bank requesting that the line of credit be paid in full
and closed out by the end of business on May 11, 2001 as the
Company was in default with certain covenants. However, on May 21,
2001, the Company committed to repay the line of credit, with accrued
interest, in its entirety by May 22, 2001.

(4) COMMON STOCK ISSUED

On December 21, 2000, the Company executed an agreement with Banca del Gottardo
to issue 1,000 shares of Series B Convertible Preferred Stock, $0.001 par value
per share, for $1,000,000. On February 27, 2001, the Company redeemed these
shares of preferred stock for $1,012,833 and reissued 7,000 shares of Series B
preferred stock and a warrant for the purchase of $1,400,000 shares of the
Companys common stock for $2.00 per share for a total of $7 million.

In connection with the February issuance, the Company was
required to use the proceeds as follows:



| |  |  | $4,160,000 was paid to Banca del Gottardo to pay off the $4 million
8% convertible debt plus interest;
| | - |  | ------------------------------------------------------------------------------------------------------
|
| |  |  | $1,012,833 was used to redeem the original preferred stock plus
cumulative dividends;                 
|
| |  |  | $ 175,000 was paid as fees to the bank for offering costs;                                            

The remaining amount was deposited for working capital purposes with the
Company.

8



---



##### Table of Contents



The following is a discussion of each of the major terms of the preferred
stock:



| |  |  | Cumulative Dividends- The preferred stock has dividends of $70 per
share per annum. Such dividends shall be cumulative and shall be due
and payable annually in arrears. Cumulative dividends were
approximately $45,000 at March 31, 2001.                                                                                                                                                                                                                                                                                                                                                
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Liquidation Preference- The preferred has a liquidation preference
of $1,000 per share, plus all accrued plus unpaid dividends.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  |  | Redemption- The Corporation may on or after January 1, 2003
redeem, from any source of funds legally available, the Series B
Preferred Stock. The redemption price shall be the conversion price
(see below).                                                                                                                                                                                                                                                                                                                                                                              
|
| |  |  | Voting Rights- The preferred shareholders have no voting rights.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  |  | Conversion- The preferred is convertible at any time to common
stock prior to December 31, 2005. At that point, it automatically
converts into common stock. The conversion price shall initially be
$2.50 per share through December 31, 2001. Between January 1, 2002
through December 31, 2005, the Series B Conversion price shall be 90
percent of the 20 tracking day average closing price of the Common
Stock prior to the date the certificate is surrendered for conversion.
At no time will the Series B conversion price be less than $2.00 per
share of common stock.         
|
| |  |  | Warrant- The agreement has a detachable warrant to purchase common
stock of the Company. The warrant is exercisable at any time prior to
February 2006 and the exercise price is $2.00 per share. In addition,
the Company may call all or part of the unexercised warrants at a price
of $2.50 per share at any time. Upon receipt
of the call notice, Banca del Gottardo may either exercise the
unexercised warrants or surrender the warrants to the Company for the
$2.50 per share payment. The Company determined the warrant to be valued
at $1,778,000 as of the date of issuance.

(5) SEGMENT DATA

The Company manages its business segments primarily on a geographic basis with
each location representing a distinct segment. The Companys reportable
segments are comprised of the following: Bioren, located in Couvet,
Switzerland; Pharmaceuticals, located in Barbengo, Switzerland; and the
Companys Corporate Headquarters, located in Johnstown, Ohio, United States of
America.

The Company evaluates the performance of its segments based on segment
profit/(loss). Segment profit/(loss) for each segment includes sales and
marketing expenses, certain

9



---



##### Table of Contents



research and development expenses and overhead
charges directly attributable to the segment. Segment profit/(loss) excludes
certain expenses, which are managed outside of the reportable segments. Costs
excluded from segment profit primarily consist of corporate expenses, as well
as other research and development charges for the testing of products targeted
for U.S. markets as well as other general and administrative expenses which are
separately managed.

The Company does not include intercompany transfers between segments for
management reporting purposes. Summary information by segment for the three
months ended March 31, 2001 and 2000 is as follows:

THREE MONTHS ENDED MARCH 31, 2001

|                                     |  |        |           |   |                 |   |          |           |  |   |          |   |  |   |            |  
|------------------------------------ |  | ------ | --------- | - | --------------- | - | -------- | --------- |  | - | -------- | - |  | - | ---------- | -
|                                     |  | BIOREN |           |   | PHARMACEUTICALS |   |          | CORPORATE |  |   | TOTAL    |  
|                                    
|                                    
|                                    
|                                    
|                                    
|Sales International                 |  | $      | 1,580,259 |   |                 | $ | 710,969  |           |  | $ | 0        |   |  | $ | 2,291,228  |  
|                                    
|                                    
|                                    
|                                    
|Gross Margin                         |  |        | 380,966   |   |                 |   | 7,082    |           |  |   | 0        |   |  |   | 388,048    |  
|                                    
|                                    
|                                    
|                                    
|Operating expenses and other expense |  |        | (515,584  | ) |                 |   | (849,450 | )         |  |   | (335,995 | ) |  |   | (1,701,029 | )
|                                     |  |        |           |   |                 |   |          |           |  |   |          |  
|Segment Loss                         |  | $      | (134,618  | ) |                 | $ | (842,368 | )         |  | $ | (335,995 | ) |  | $ | (1,312,981 | )

THREE MONTHS ENDED MARCH 31, 2000

|                                     |  |        |           |   |                 |   |          |           |  |   |          |   |  |   |            |  
|------------------------------------ |  | ------ | --------- | - | --------------- | - | -------- | --------- |  | - | -------- | - |  | - | ---------- | -
|                                     |  | BIOREN |           |   | PHARMACEUTICALS |   |          | CORPORATE |  |   | TOTAL    |  
|                                    
|                                    
|                                    
|                                    
|                                    
|Sales International                 |  | $      | 1,462,912 |   |                 | $ | 316,809  |           |  | $ | 0        |   |  | $ | 1,779,721  |  
|                                    
|                                    
|                                    
|                                    
|Gross Margin                         |  |        | 382,399   |   |                 |   | 117,156  |           |  |   | 0        |   |  |   | 499,555    |  
|                                    
|                                    
|                                    
|                                    
|Operating expenses and other expense |  |        | (458,333  | ) |                 |   | (524,448 | )         |  |   | (467,127 | ) |  |   | (1,449,908 | )
|                                     |  |        |           |   |                 |   |          |           |  |   |          |  
|Segment Loss                         |  | $      | (75,934   | ) |                 | $ | (407,292 | )         |  | $ | (467,127 | ) |  | $ | (950,353   | )

Pharmaceuticals loss includes a $361,837 extraordinary gain from extinguishment of debt.

(6) BAXTER AGREEMENT

On May 17, 2001, the Company signed an asset purchase and a supply
and distribution agreement with Baxter AG ("Baxter"). The purpose of
the agreements is to allow Baxter to gradually take over and carry on
the standard intravenous solutions business of Bioren and,
potentially the pre-mix solution business.

Under the agreements, Baxter agrees to purchase substantially all
the intangible assets of Bioren and the inventory related to the
standard intravenous solutions business. Consideration to be paid
total $6,884,000 to be paid as follows: $4,016,000 at closing,
$1,721,000 on May 17, 2002 and $1,147,000 on May 17, 2003.

In addition, the Company will continue to manage the manufacturing
process at Bioren. Baxter commits to purchasing a minimum of 10
million units between 2001 and 2005 and retains exclusive
distribution rights for the products produced. This supply and
distribution agreement expires in June 2005, however Baxter can
extend it through May 2007.







Item 2: Managements Discussion and Analysis of Financial Condition and Results of Operations

The following is managements discussion of significant factors that affected
the Companys interim financial condition and results of operations. This
should be read in conjunction with Managements Discussion and Analysis of
Financial Condition and Results of Operations included in the Companys Annual
Report on Form 10-KSB for the year ended December 31, 2000.

Research and Development

In May 2001, the Company received approval from Brazils Agencia Nacional de
Vigilancia Sanitaria (ANVS) to market Methotrexate and Leucovorin Calcium in
Brazil.

10



---



##### Table of Contents



The Methotrexate products are used in the treatment of various
neoplastic diseases. The Leucovorin products diminish toxicity and counteract
the effects of impaired methotrexate elimination and inadvertent over dosages of
folic acid antagonists.

In April 2001, the Company announced that production for clinical trials
commenced under its supply agreement with Novuspharma. Novuspharma is an
Italian biotechnology company specializing in novel cancer therapies. The
Company currently manufactures BBR 2778 for non-Hodgkins lymphoma and BBR 3464
for non small-cell lung cancer (U.S. and Europe) and ovarian and gastric
cancers (Europe) under its supply agreement with Novuspharma. Novuspharma
anticipates the commencement of U.S. Phase II trials in pancreatic cancer
patients in the near future.

In April 2001, the Company received approval from the Intercantonal Office for
the Control of Medications (IKS) to market Nitroglycerin in Switzerland. To
the best of the managements knowledge, Bioren is the first company worldwide
to market Nitroglycerin in a ready-to-use infusion bag. Nitroglycerin is a
vasodilator proven to be a mainstay therapy in the management of angina
pectoris. Nitroglycerin is also used to control preoperative hypertension, to
produce controlled hypotension during surgical procedures, to treat
hypertensive emergencies and to treat congestive heart failure associated with
myocardial infarction.

In September 2000, the U.S. Food and Drug Administration received the Companys
filing of an Abbreviated New Drug Application for a generic version of
Taxol®. Taxol® was developed and is marketed by
Bristol-Myers Squibb Co. for the treatment of ovarian and breast cancers, as
well as some forms of leukemia. Sales of the prescription oncology agent are
growing rapidly, with reported 1999 worldwide sales of approximately $1.5
billion according to a Datamonitor report published in September 2000.
Bigmars generic form of Taxol® will target all markets. In April
2000, the Company announced that it had entered into a five-year distribution
and supply agreement with Indena S.p.A., a world leader in processing capacity
of pharmaceutical extracts. Under this agreement, the Company will develop,
manufacture and distribute a generic version of Taxol®. Under the
terms of the agreement, Indena will supply the Company with paclitaxel, an
extract of the brevifoglia plant, the key ingredient used in the manufacture of
Taxol®.

Marketing and Sales

On May 17, 2001, the Company signed an asset purchase and a supply
and distribution agreement with Baxter AG ("Baxter"). The purpose of
the agreements is to allow Baxter to gradually take over and carry on
the standard intravenous solutions business of Bioren and,
potentially the pre-mix solution business.

Under the agreements, Baxter agrees to purchase substantially all
the intangible assets of Bioren and the inventory related to the
standard intravenous solutions business. Consideration to be paid
totals $6,884,000 to be paid as follows: $4,016,000 at closing,
$1,721,000 on May 17, 2002 and $1,147,000 on May 17, 2003.

In addition, the Company will continue to manage the manufacturing
process at Bioren. Baxter commits to purchasing a minimum of 10
million units between 2001 and 2005 and retains exclusive
distribution rights for the products produced. This supply and
distribution agreement expires in June 2005, however Baxter can
extend it through May 2007.

The Company plans to continue to develop commercial partnerships in other
countries for current registered products and sign significant distribution
agreements with major pharmaceutical companies for new products.

Production

The Company intends to devote additional capital resources to increase the
production capacity in the next 12 months, especially in the field of
lyophilized products. Bigmar believes its manufacturing concept is attractive
to a number of pharmaceutical companies and hopes to fund some of its
manufacturing growth needs through joint ventures with

11



---



##### Table of Contents



other pharmaceutical
companies, although no contractual agreements are in place as of March 31,
2001.

Certain statements in this report constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995
including, without
limitation, statements regarding future cash requirements and statements which
include words such as expect, anticipate, hope, intend, and other
similar words. Such forward-looking statements involve known and unknown
risks, uncertainties, and other factors, which may cause the actual results,
performance or achievements of the Company, or industry results, to be
materially different from any future results, performance or achievements
expressed or implied in such forward-looking statements. Such factors and
risks include, but are not limited to the following: delays in product
development, problems with clinical testing, failure to receive regulatory
approvals, lack of proprietary rights and changes in business strategy. These
risk factors and their associated impact on the Company are discussed in
greater detail in the Companys Form 10-KSB for the 2000 fiscal year. Many of
the factors that will determine results and values are beyond the Companys
ability to control or predict. For those statements, the Company claims the
protection of the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995.

Results of Operations

Sales

Revenues for the three months ended March 31, 2001 were $2,291,228 compared to
$1,779,721 for the corresponding three-month period in 2000, an increase of
$511,507 or 28.7%. Sales growth for the first quarter of 2001 was driven by
higher sales volume in the European markets. In addition, a weaker US Dollar
against the Swiss Franc adversely affected consolidated revenues during the
first quarter of 2001. The average exchange ratio of Swiss Franc to US Dollar
during the first quarter 2001 was .60 as compared to .672 in 2000. This
resulted in a lower revenue calculation in US Dollars.

Pharmaceuticals net sales for the three-month period ended March 31, 2001
increased by $394,000 to $711,000 or 124% over the same period in 2000. Sales
growth for the three months of 2001 resulted from the acquisition of new
customers and higher sales volume in the European market.

Biorens net sales for the three-month period ended March 31, 2001 increased by
$117,000 to $1,580,000 or 8% over the same period in 2000. Sales growth for
the three months of 2001 was essentially due to higher sales volume in the
Swiss market.

The Company expects product sales to increase in 2001 compared to 2000
resulting from the continued growth of the Companys existing product lines as
well as new products, which are currently awaiting approval. The Company
expects several of their new products to be approved for sale by regulatory
agencies in Europe, United States and South America during 2001.

12



---



##### Table of Contents



Gross Margin

Gross margin decreased to approximately $388,000 for the first quarter of 2001
from $500,000 for the first quarter of 2000, a 22% decrease. The gross margin
was at approximately 17% for the three-month period of 2001, compared to
approximately 28% for the prior year. The decrease in the gross margin
percentage was due to a different
product mix resulting in lower unit margins of certain products. The Company
expects that the low margins in the oncology product line will improve once new
products are approved.

Operating Expenses

For the first quarter of 2001, operating expenses decreased by $77,000 to
$1,568,000 compared to $1,646,000 for the same period of 2000. Research and
development expenses decreased by $178,000 to $742,000 for the three-month
period of 2001 compared with $920,000 in the same period of 2000 due to
temporarily lower research and development activities. The Company expects
that research and development expenditures will increase throughout the year
due to expanded R&D activities related to the formulation and development of
oncology products, which are necessary to obtain regulatory approval for the
manufacturing and marketing of new products. Selling, general and
administrative expenses increased by $100,000, at $826,000 compared to $725,000
for the same period of 2000. This increase reflects an increase in related
activity in both the U.S. and Switzerland.

Interest expense

For the three-month period ended March 31, 2001, interest expense increased
$7,000 when compared to the three-month period ending March 31, 2000 due to the
increase of Swiss interest rates.

Gain/(Loss) on Foreign Currency Transactions

Foreign exchange gains amounted to $110,000 for the three-month period ending
March 31, 2001, compared to a gain of $68,000 in the prior year during the same
time period. Effective January 1, 2000, $7.14 million of intercompany debt due
from Bigmar Pharmaceuticals SA to Bigmar, Inc. was no longer considered
short-term, as repayment is not expected in the foreseeable future.
Accordingly, the gain or loss on translating such debt has been included in the
cumulative translation adjustment as a separate component of stockholders
equity.

The Company recorded an extraordinary gain in the first quarter 2000 due to the
forgiveness of $362,000 in long-term debt from a Swiss bank.

Net Loss

As a result of all of the foregoing, the Companys net loss for the three-month
period ended March 31, 2001 amounted to $1,313,000 versus $1,312,000 during the
same period of 2000.

13



---



##### Table of Contents



Liquidity and Capital Resources

As of March 31, 2001 and December 31, 2000, the Company had cash and cash
equivalents of $277,000 and $73,000, respectively. The Companys working
capital was a $2.9 million deficit and $3.6 million deficit at March 31, 2001
and December 31, 2000, respectively.

The Company has incurred and will continue to incur substantial expenditures
for research and development activities related to bringing its products to the
commercial market. The Company intends to devote significant additional funds
to product development, formulation, clinical testing, product registration,
and other activities required for the regulatory review of generic oncological
products. The amount required to complete such activities depends upon the
outcome of regulatory reviews and the number of new products the Company plans
to add during the year. The regulatory bodies may require more testing than is
currently planned by the Company. Additionally, there can be no assurance that
the Companys generic oncological products will be approved for marketing by
the FDA or any foreign government agency, or that any such products will be
successfully introduced or achieve market acceptance.

Property, plant and equipment totaled $12.2 million and $13.4 million at March
31, 2001 and at December 31, 2000, respectively. Additions were approximately
$148,000 whereas depreciation expense was $356,000.

As of March 31, 2001, the Company had various notes, bonds, mortgages and other
borrowings totaling approximately $9.7 million including $4.5 million that is
short term in nature. These monies were used to partially fund the acquisition
of Bioren as well as to acquire, construct, and equip the manufacturing
facility and to fund ongoing research and development and product registration
activities.

The Company has U.S. bank line of credit under which it may borrow
up to $2,000,000 with monthly interest payments due based upon the
prime rate (7.5% at May 1, 2001), subject to certain
restrictions as defined in the agreement. The line of credit is
secured by a guaranty of Jericho L.L.C. and certain shareholders and
officers of the Company. At March 31, 2001, $1,999,891 was
outstanding.

Subsequent to quarter end, the Company received written
notice from the bank requesting that the line of credit be paid in
full and closed out by the end of business on May 11, 2001 as
Company was currently in default with certain covenants. However, on
May 21, 2001, the Company committed to repay the line of credit,
with accrued interest, in its entirety by May 22, 2001.

During the first quarter of 2001, pursuant to a private placement transaction
with Banca del Gottardo, the Company raised $6,825,000 after bank commission of
2.5% or $175,000, which were applied to repay $4 million convertible notes and related
interest and to repurchase 1,000 shares of Series B Convertible Preferred Stock
including accrued dividends. Net proceeds will
be applied to working capital and general corporate purposes.

The Company anticipates that additional capital funding together with cash from
operations will be required to sustain operations through December 2001.
However, there can be no assurance that events affecting the Companys
operations will not result in the Company depleting its funds before that time.
Management is currently discussing additional financing with a number of
financial institutions and investors, but there are no assurances that the
Company will be able to obtain additional financing or that such financing, if
available, will be available on acceptable terms.

The Swiss Federal Code of Obligation provides that at least 5% of a Swiss
companys net income each year must be appropriated to a legal reserve until
such time as this reserve is equal to 20% of the companys paid-in share
capital. In addition, 10% of any distribution made by a company in excess of a
5% dividend must also be appropriated to the legal

14



---



##### Table of Contents



reserve. The reserve of up
to 5% of share capital is not available for distribution to stockholders.

The results of the Companys operations are affected by changes in exchange
rates between the United States and Swiss currencies. Changes in exchange
rates between currencies may negatively impact the Companys results of
operations, specifically, net
sales and gross profit margins from international operations. In addition, the
dollar-value equivalent of anticipated cash flows could also be adversely
affected. When the Company determines that this risk has become significant,
the Company may attempt to manage that risk by using hedging techniques.

Quantitative and Qualitative Disclosures About Market
Risk

On January 1, 1999, 11 member countries of the European Union (Switzerland
excluded) established fixed conversion rates between their existing sovereign
currencies, and adopted the Euro as their own common legal currency. The Euro
is currently trading on currency exchanges and the legacy currencies will
remain legal tender in the participating countries for a transition period
between January 1, 1999 and December 31, 2001. Between January 1, 2002 and
July 1, 2002, the participating countries will introduce Euro notes and coins
and withdraw all legacy currencies so that they will no longer be available.
Based on current information and managements current assessment, the Company
does not expect that the Euro conversion will have a material adverse effect on
its business or financial condition.

In the normal course of business, operations of the Company are exposed to
fluctuations in currency values. These fluctuations can vary the costs of
financing, investing, and operating activities. The Company does not have any
programs in place to control these risks.

The Companys foreign currency risk exposure results from fluctuating currency
exchange rates, primarily the fluctuation of the U.S. dollar against the Swiss
Franc (Sfr). The Company faces transactional currency exposures that arise
when its foreign subsidiaries (or the Company itself) enter into transactions
denominated in currencies other than their local currency. The Company also
faces currency exposure that arises from translating the results of its Swiss
operations to the U.S. dollar at exchange rates that have fluctuated from the
beginning of the period. The Company does not have any programs in place to
control these risks.

The table below provides information about the Companys financial instruments
by functional currency and presents such information in U.S. dollar
equivalents:

15



---



##### Table of Contents



|                             |                 |                       |  |                        |         |   |      |  |         |      |  |  |           |   |  |      |         |   |            |  |         |   |  |  |           |  
|---------------------------- | --------------- | --------------------- |  | ---------------------- | ------- | - | ---- |  | ------- | ---- |  |  | --------- | - |  | ---- | ------- | - | ---------- |  | ------- | - |  |  | --------- | -
|                             |                 |                       |  | Expected Maturity Date |        
|                             |                 |                       |  |                        |        
|                             |                 |                       |  | 2001                   |         |   | 2002 |  |         | 2003 |  |  | 2004      |   |  | 2004 |         |   | Thereafter | 
|                             |                 |                       |  |                        |         |   |      |  |         |      |  |  |           |   |  |      |         |   |            | 
|(US$ Equivalent)            
|                            
|                            
|                            
|                            
|Except average interest rate
|                            
|                            
|                            
|                            
|                             | Liabilities    
|                            
|                            
|                            
|                            
|                             | Long-Term Debt:
|                            
|                            
|                            
|                            
|                             |                 | Fixed Rate ($US)      |  | $                      |        |   |      |  |        |      |  |  |          |   |  |      |        |   |            |  |        |   |  |  |          |  
|                            
|                            
|                            
|                            
|                             |                 | Average interest rate |  |                        |        |   |      |  |        |      |  |  |          |   |  |      |        |   |            |  |        |   |  |  |          |  
|                            
|                            
|                            
|                            
|                             |                 | Fixed Rate (Sfr)      |  | $                      | 975,330 |   |      |  |        |      |  |  | 1,721,171 |   |  |      |        |   |            |  |        |   |  |  |          |  
|                            
|                            
|                            
|                            
|                             |                 | Average interest rate |  |                        | 5.0     | % |      |  |        |      |  |  | 4.0       | % |  |      |        |   |            |  |        |   |  |  |          |  
|                            
|                            
|                            
|                            
|                             |                 | Variable Rate (Sfr)   |  | $                      | 579,461 |   |      |  | 522,088 |      |  |  | 349,971   |   |  |      | 235,227 |   |            |  | 120,482 |   |  |  | 2,266,208 |  
|                            
|                            
|                            
|                            
|                             |                 | Average interest rate |  |                        | 6.0     | % |      |  | 5.9     | %    |  |  | 5.7       | % |  |      | 5.3     | % |            |  | 4.2     | % |  |  | 4.0       | %

16



---



##### Table of Contents



BIGMAR, INC. AND SUBSIDIARIES







PART II. OTHER INFORMATION







Item 2 (c) Changes in Securities Recent Sales of Unregistered Securities

On February 28, 2001, the Company issued 7,000 shares of Series B Convertible
Preferred Stock, $0.001 par value per share and warrants at $2.00 for the
purchase of 1,400,000 shares of the Companys Common Stock, $0.001 par value
per share, to Banca del Gottardo via a private placement offering. Proceeds
from the sale of shares after bank commission of 2.5% or $175,000 totaled $6,825,000 and
were applied to repay $4 million convertible notes and related
interest and to
repurchase 1,000 shares of Series B Convertible Preferred Stock including
accrued dividends. Net proceeds will be
applied to working capital and general corporate purposes.

The above described offering of Preferred Stock and warrants was made pursuant
to an exemption from registration under Regulation S.







Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

None.

(b) Reports on Form 8-K.

No reports on Form 8-K were filed during the first quarter 2000.

17



---



##### Table of Contents









SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

May 21, 2001



| | BIGMAR,
INC.
     Registrant
| | ----------------------------



| | 
| | 



| | By: /s/ Philippe J.H. Rohrer
           Philippe J.H. Rohrer
           Chief
Financial Officer and Treasurer
| | -------------------------------------------------------------------------------------------------------------

18