<PAGE>   1
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                                  -------------
(Mark One)

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________________
        TO _________________

                         Commission file number 0-27368

                            ORTEC INTERNATIONAL, INC.
               (Exact name of issuer as specified in its charter)

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<S>                                                <C>
                        DELAWARE                       11-3068704
            (State or other jurisdiction of         (I.R.S. Employer
             incorporation or organization)        Identification No.)

                     3960 BROADWAY
                      NEW YORK, NY                       10032
        (Address of principal executive offices)       (Zip Code)
</TABLE>

       Registrant's telephone number, including area code: (212) 740-6999

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        Securities registered pursuant to Section 12(b) of the Act: None
                 Securities registered pursuant to Section 12(g)
                    of the Act: Common Stock, $.001 par value
      Class B Warrants to Purchase Shares of Common Stock at $15 per share

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.

Yes  x    No
    ---      ---

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

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

The number of shares outstanding of the Registrant's common stock is 8,434,017
(as of 3/24/00). The aggregate market value of the voting stock held by
nonaffiliates of the Registrant was approximately $92,505,935 as of March 23,
2000, based upon a closing price on such date of $12 7/8, as listed on the
Nasdaq SmallCap Market.

DOCUMENTS INCORPORATED BY REFERENCE - None

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                            ORTEC INTERNATIONAL, INC.
                       INDEX TO ANNUAL REPORT ON FORM 10-K
                FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                          YEAR ENDED DECEMBER 31, 1998

                               ITEMS IN FORM 10-K

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Facing page

Part I

Item 1. Business ........................................................      1

Item 2. Properties ......................................................     11

Item 3. Legal Proceedings ...............................................   None

Item 4. Submission of Matters to a Vote of Security Holders .............   None

Part II

Item 5. Market for the Registrant's Common Equity and Related Stockholder
        Matters .........................................................     12

Item 6. Selected Financial Data .........................................     14

Item 7. Management's Discussion and Analysis of Financial Condition and
        Results of Operations ...........................................     15

Item 7a. Quantitative and Qualitative Disclosures About Market Risk .....   None

Item 8. Financial Statements and Supplementary Data .....................     19

Item 9. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure ............................................   None

Part III

Item 10. Directors and Executive Officers of the Registrant .............     19

Item 11. Executive Compensation .........................................     21

Item 12. Security Ownership of Certain Beneficial Owners and Management .     24

Item 13. Certain Relationships and Related Transactions .................     26

Part IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K      28

Signatures ..............................................................     30

Financial Statements ....................................................    F-1
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                                     PART I

ITEM 1.  BUSINESS

OVERVIEW

         We are a development stage biomaterial and cell culture biotechnology
company that has developed a patented technology which we call Composite
Cultured Skin. Our Composite Cultured Skin acts as a biologically active
dressing that stimulates the repair, replacement and regeneration of human skin.
When our Composite Cultured Skin is applied to the wound site, it produces a mix
of growth factors that stimulate wound closure.

         Our product is intended to be utilized for the treatment of numerous
skin wounds, including venous stasis ulcers, autograft donor sites, diabetic
ulcers and damage from four diseases with small patient populations. With the
approval of the United States Food and Drug Administration we are currently
conducting, have completed, or will shortly conduct clinical trials of the use
of our Composite Cultured Skin in the treatment of all of those skin wounds.
Venous stasis ulcers are open lesions on the legs which result from the poor
circulation of blood returning from the legs to the heart. An autograft donor
site is an area of a patient's body from which the patient's skin was taken to
cover a wound at another part of such patient's body. The four diseases with
small patient populations are epidermolysis bullosa, erythema multiforme,
Stevens-Johnson syndrome and toxic epidermal necrolysis.

         We recently developed the technology for the cryopreservation of our
product without diminishing its effectiveness. Cryopreservation means the
freezing of our product to give it a shelf life of at least three months, as
opposed to a few days when our product is not cryopreserved. We have received
FDA approval to conduct a clinical trial for the use of our product in its
cryopreserved form in the treatment of donor site wounds.

         Our immediate focus is to use our Composite Cultured Skin to treat
acute and chronic skin wounds and associated diseases. However, we believe that
there is an opportunity to apply our core technologies to repair selected
structural tissues such as tendon, ligament, cartilage, bone and blood vessels.

         As a development stage company we have not yet sold any products. Our
activities have been limited to human clinical tests of our Composite Cultured
Skin and research and development. From the creation of Ortec in March 1991
through December 31, 1999, we have spent an aggregate of $9,574,037 for human
clinical trials and research and development, which figure does not include
employee salaries. From inception in March 1991 through December 31, 1999 we
have sustained a net loss of $31,139,614.

         The following chart summarizes the progress of our clinical trials as
of March 15, 2000.


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<TABLE>
<CAPTION>
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     Medical Condition               Present Regulatory/ Clinical Status
--------------------------------------------------------------------------------
<S>                             <C>
1. Epidermolysis bullosa        Trial completed. HDE application for marketing
                                approval submitted to FDA in November 1999.
--------------------------------------------------------------------------------
2. Donor site wounds            Pilot trial completed. Pivotal trial in
                                progress. Application for marketing approval
                                expected to be submitted to FDA in December,
                                2000.
--------------------------------------------------------------------------------
3. Venous ulcers                Pilot trial completed. Request for permission to
                                begin pivotal trial to be submitted to FDA in
                                second quarter of 2000.
--------------------------------------------------------------------------------
4. Diabetic ulcers              Pilot trial in progress.
--------------------------------------------------------------------------------
</TABLE>

         In April 1998, the FDA designated our Composite Cultured Skin as a
humanitarian use device for the treatment of patients with epidermolysis
bullosa. A humanitarian device exemption is available for a device to treat
patients with diseases that have small patient populations. In the clinical
trials for such devices proof of the products safety, but not efficacy, must be
established. At the recommendation of one of the physicians involved in our
clinical trials, we also applied to the FDA for designation of our product as a
humanitarian use device for the treatment of patients with toxic epidermal
necrolysis. At that time, the FDA suggested that we also consider making such an
application for this designation for erythema multiforme and Stevens-Johnson
syndrome. All four of these diseases have small patient populations. We recently
applied to the FDA for a humanitarian device exemption for use of our Composite
Cultured Skin in the treatment of wounds caused by these four small patient
population diseases. If such humanitarian device exemption is granted, we expect
to conduct a study of hospitals and physicians who are familiar with our
Composite Cultured Skin and who treat epidermolysis bullosa to determine the
most effective way to commercially market our Composite Cultured Skin for the
treatment of patients suffering from epidermolysis bullosa.

THE MARKET

         The above-listed medical conditions to which our Composite Cultured
Skin can be applied have varying patient populations afflicted with such
conditions and, therefore, the market potential for treating such conditions
also varies. The following chart describes the medical conditions we believe can
be treated with our Composite Cultured Skin and the patient population we
estimate exists in the United States for each of these conditions which cannot
be treated with the currently available standard of care. Our estimates of such
patient populations are based on publicly available information.


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<TABLE>
<CAPTION>
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Medical Condition                       Description                             Eligible Patient Population
-------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                     <C>
1. Epidermolysis bullosa; erythema      Rare congenital and potentially fatal   Less than 4,000 patients for
multiforme; Stevens-Johnson syndrome;   diseases resulting in skin fragility    each of the four conditions
and toxic epidermal necrolysis          and sloughing
-------------------------------------------------------------------------------------------------------------
2. Donor site wounds                    Areas of a patient's body from which                 81,000
                                        healthy skin is taken and
                                        transplanted onto a wound site,
                                        thereby creating an additional wound
                                        at the donor site
-------------------------------------------------------------------------------------------------------------
3. Venous ulcers                        Open lesions on a patient's legs                     350,000
                                        which result from the poor
                                        circulation of blood returning from
                                        the legs to the heart
-------------------------------------------------------------------------------------------------------------
4. Diabetic ulcers                      Non-healing open wounds usually found                400,000
                                        in the feet of diabetic patients
-------------------------------------------------------------------------------------------------------------
</TABLE>

THE PRODUCT

Background

         Human skin is composed of cells and matrix proteins that are tough yet
flexible and protect the body against abrasion, water loss, and infection. For
cells to function normally within tissues, the cells must interact with the
proteins that surround them. When certain tissues become damaged, normal healthy
cells attempt to repair the deficient site by moving into the damaged area,
dividing, and depositing new matrix proteins that very often result in scars.
Scars do not function like normal tissue since the area is surrounded by
excessive amounts of matrix proteins.

         In the case of burns, wounds and other skin diseases, where the human
body cannot repair the tissue by spontaneous healing, there are several medical
treatments that are available, but no treatment that provides completely
satisfactory results. For chronic wounds like epidermolysis bullosa and diabetic
ulcers, the conventional approach is cleaning,


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disinfecting the site, and then treating with moist dressings; while for venous
stasis ulcers the conventional treatment after cleaning and disinfecting is
compression therapy.

         Another approach is grafting the wound site with the patient's own
healthy tissue, which is called an autograft transplant. Physicians have for
years been using skin transplanted from one site of a patient's body onto a
wound site that no longer has the capacity to heal spontaneously. This approach
creates a second wound site where the healthy tissue is harvested and is of
limited use for severely burned patients who have a minimal amount of healthy
tissue for grafting. Burn physicians have sought to replace autograft
transplants with substitute synthetic or natural materials which would eliminate
the medically undesirable problems that accompany autograft transplants, such as
the creation of additional wound sites, possible infection and scarring. Another
approach that has been developed in recent years is the replication of human
skin in a laboratory setting in order to create an artificial skin that can be
transplanted onto diseased or injured patients. Major problems encountered by
scientists include the rejection of the artificial skin by the patient's immune
system and significant contraction of the transplant after healing, causing
cosmetically undesirable scarring.

Our Composite Cultured Skin

         Our product, Composite Cultured Skin, is a device consisting of two
layers of immature human-derived skin cells (dermal and epidermal) supported in
a permeable bi-layered collagen matrix. When applied to an area needing skin
regeneration, our Composite Cultured Skin stimulates the body's healthy cells to
rapidly regenerate and remodel the human skin.

         Our Composite Cultured Skin is not a skin transplant or an artificial
skin, but rather a tissue engineered dressing which, we believe, provides an
optimal environment for the production and delivery of a multitude of growth
factors which appear to promote migration of the patient's own healthy cells
into the wound site resulting in accelerated skin regeneration and wound
healing. Rejection of our Composite Cultured Skin is mitigated because in
approximately two weeks the entire Composite Cultured Skin dressing is absorbed
by the body and the cells from our product are no longer present.

         We believe that our Composite Cultured Skin's bi-layered structure and
porous collagen matrix are key differentiating product features which provide a
superior structure for cell migration and tissue regeneration. We believe that
the immature cells in our Composite Cultured Skin produce an optimal mixture of
growth factors that stimulate the patient's own natural healing process. The
open collagen structure also allows the patients own dermal and epidermal cells
to proliferate and migrate into the wound site, as well as to allow the return
of blood vessels to the wound site. The Composite Cultured Skin dressing is
absorbed by the body in approximately 7-14 days and is replaced by the patient's
own skin.


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         In deeper, more severe chronic wounds, additional portions of Composite
Cultured Skin may be applied if necessary.

Cryopreservation

         We recently developed the technology to cryopreserve our product so
that its performance is equivalent to or better than fresh Composite Cultured
Skin. Cryopreservation is the process of freezing our product to give it a shelf
life of at least three months, as opposed to only a few days when it is not
cryopreserved. We have received FDA approval to conduct a feasibility study
using our cryopreserved product in the treatment of autograft donor site wounds.

Benefits

         There are currently three primary and distinct approaches to the repair
and regeneration of skin: the acellular (no cell) approach, the cell-based
unilayered approach, and the cell based bi-layered approach. The acellular
approach uses a non-living material, particularly cadaver skin, collagen,
silicone, or an ointment to treat the wound. The cell-based approaches employ
living cells in order to closely replicate human skin cells and stimulate wound
repair and tissue regeneration. The unilayered approach, although a cell-based
approach, utilizes either living epidermal or dermal cells, but not both. The
approach we believe to be the most advanced is the bi-layered, dermal and
epidermal, approach. The only bi-layered product other than Composite Cultured
Skin that is available for sale is a product developed by Organogenesis, Inc.

         We believe our Composite Cultured Skin induces faster wound healing and
reduces pain and complications generally associated with open wounds. We also
believe that autograft donor sites treated with our Composite Cultured Skin,
tend to be ready for recropping earlier than sites treated with the current
standard of care.

         We believe that our Composite Cultured Skin is easier to use than the
existing available bi-layered technology because the composition and packaging
of our product allows the surgeon or other physician to easily remove our
Composite Cultured Skin from its packaging and simply drape it over the wound.
Our product can generally be applied to a wound in less than one minute.

         We further believe our product constitutes a cost effective alternative
to conventional standards of wound care. The conventional treatment for acute
wounds, burns and autograft donor sites can be expensive and require multiple
doctor visits and potentially lengthy hospitalization. Because of the more rapid
healing process we expect from treating these wounds with our Composite Cultured
Skin, the length of hospital stays and the number of follow up visits to doctors
may be reduced substantially. In addition, our ability to cryopreserve our
product allows for a longer shelf life for storage of the product, which we


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believe will make it more appealing to the end user - the physician or hospital.
See "Disclosure Regarding Forward Looking Statements."

REGULATORY PROCESS AND CLINICAL TRIALS

         REGULATORY FRAMEWORK. We are subject to extensive government
regulation. Products for human treatment are subject to rigorous pre-clinical
and clinical testing procedures as a condition for approval by the FDA and by
similar authorities in foreign countries for commercial sale.

          The FDA regulates the manufacture, distribution and promotion of
medical devices in the United States, pursuant to the Federal Food, Drug and
Cosmetic Act and regulations promulgated thereunder. Our Composite Cultured Skin
is subject to these regulations and is currently classified as a medical device.
We must obtain pre-market approval by the FDA prior to commercial sale of our
Composite Cultured Skin. Pre-market approval requires proof of safety and
efficacy through human clinical trials. Pre-market approval is a lengthy and
expensive process and there can be no assurance that we will obtain pre-market
approval for our Composite Cultured Skin for the treatment of medical conditions
with large patient populations.

         To obtain pre-market approval, we must submit an application to the
FDA, supported by extensive data, including human clinical trial data, and
documentation to prove the safety and efficacy of the device. Applicable
regulations provide that the FDA has 180 days to review an application for
pre-market approval during which time an advisory committee usually evaluates
the application and makes recommendations to the FDA. While the FDA has
responded to applications for pre-market approval within that time period,
reviews usually occur over a significantly protracted period of twelve to
twenty-four months. Many devices are never cleared for marketing.

         If human clinical trials of a proposed device are required and the
device presents a possible or unknown risk, the manufacturer or distributor of
the device has to file an application for an investigative device exemption with
the FDA prior to commencing such trials. The application for an investigative
device exemption must be supported by data, including the results of animal and
other testing. If the application for an investigative device exemption is
approved, human clinical trials may begin. The human clinical trials for medical
devices may consist of two stages: the first is a feasibility study/pilot trial,
in which a small group of patients is tested in order to collect preliminary
safety and effectiveness data; the second, a pivotal trial, requires testing of
a larger patient population to determine a fuller understanding of safety and to
confirm efficacy of the device for the targeted medical conditions.

         We have developed rigorous internal standards for testing and compiling
data necessary for FDA filings. We conduct feasibility studies for all the
medical conditions we propose to treat with our Composite Cultured Skin prior to
filing applications with the FDA


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for pivotal trials. We assume that this process will allow us to submit more
precise protocols to the FDA, clearly defining the clinical objectives we wish
to support in the pivotal trial phase. We engage in an ongoing dialogue with the
FDA in an effort to manage the approval process both effectively and
efficiently.

         CLINICAL TRIALS. Prior to beginning clinical trials in the United
States, 34 operations were conducted in Sydney, Australia, using Composite
Cultured Skin. Those 34 operations were performed in the period from 1987
through 1994. Two of those operations were performed on burn patients and four
operations were performed to remove tattoos. The remaining 28 operations were
performed to treat severe hand contractures of seven recessive dystrophic
epidermolysis bullosa patients. In December, 1998 the results of those 28
operations were described in an article published in the British Journal of
Plastic Surgery. 13 of those operations on epidermolysis bullosa patients used
Composite Cultured Skin to graft or treat the autograft donor site areas, while
15 of the operations used Composite Cultured Skin as replacement for some of the
skin removed during the hand reconstruction surgery. The report concluded that
the performance of Composite Cultured Skin was good to excellent in all
epidermolysis bullosa patients resulting in less autografts. In addition, the
healed Composite Cultured Skin-treated donor sites provided superior donor sites
for future surgery. None of the operations conducted in Australia were performed
in accordance with FDA approved protocols, and we do not intend to use these
results as part of the FDA required human clinical trials. However, these
results were used as safety data in support of our first application to the FDA
for an investigational device exemption for the use of our Composite Cultured
Skin for the treatment of partial thickness burn patients.

DESCRIPTION OF THE PRODUCTION PROCESS

         Composite Cultured Skin cells are derived from infant foreskins
obtained during routine circumcisions. The immature, neonatal cells are highly
reproductive and provide enhanced proliferation and rapid remodeling of the
human skin. We separate the epidermis from the dermis and treat each of these
layers to release individual keratinocyte (epidermal) and fibroblast (dermal)
cells, which are the primary cellular components of human skin. We grow the
fibroblast and keratinocyte cells in culture in large quantities, then freeze
and store them as a cell bank, ready for use. Prior to the use of each cell
line, we conduct extensive testing and screening in accordance with current FDA
guidelines to ensure that the cells are free of presence of bacterial
contaminants, viruses, pathogens, tumorigenicity or other transmittable
diseases. We then apply the dermal fibroblast cells to a proprietary,
cross-linked bovine collagen sponge to form the dermal layer matrix and we grow
the epidermal keratinocyte cells on a separate non-porous layer of collagen. We
then incubate and supply this composite matrix with the proper nutrients to
allow the cells to multiply and for the fibroblasts to permeate inside and
anchor to the porous collagen sponge. The top layers of keratinocyte cells and
bottom layers of fibroblast cells in the collagen matrix, together, constitute
the proprietary Composite Cultured Skin, which we then deliver to customers in a
"fresh" state.


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ORIGINAL RESEARCH.

         Our technology was developed by Dr. Mark Eisenberg, a physician in
Sydney, Australia. Dr. Eisenberg is an officer and director and one of the
founders of Ortec. He has been involved in biochemical and clinical research at
the University of New South Wales in Australia for over twenty years, focusing
primarily on treating the symptoms of epidermolysis bullosa. In 1987, through
his work on epidermolysis bullosa, Dr. Eisenberg first succeeded in growing
epidermal layers of human skin, which he successfully applied as an allograft on
an epidermolysis bullosa patient. An allograft is a transplant other than with
the patient's own skin. Dr. Eisenberg continued his research which eventually
led to the development of our Composite Cultured Skin - a tissue-engineered
dressing which consists of both the dermal and epidermal layers. The current
research for our proprietary technology is performed at our laboratory in New
York City and in our laboratory in Sydney, Australia.

EUROPEAN MARKET

         In June 1999 we entered into an agreement with Grupo Ferrer
International, SA. of Barcelona, Spain, giving Grupo Ferrer the exclusive right
for a period of ten years to market our Composite Cultured Skin in Spain. The
agreement requires Grupo Ferrer to pay for all clinical, regulatory and
marketing expenses necessary to gain regulatory approval for the commercial sale
of our Composite Cultured Skin in Spain. Grupo Ferrer is one of the largest
pharmaceutical companies in Spain. We believe that regulatory approval for the
sale of our Composite Cultured Skin for the treatment of venous stasis and
diabetic ulcers may be secured more quickly in Spain than in the United States,
even though Grupo Ferrer will use the results of our clinical trials in the
United States as the basis for seeking regulatory approval in Spain. Of the
different medical conditions creating skin wounds which we believe our Composite
Cultured Skin can treat, venous stasis and diabetic ulcers have the largest
patient populations. We also believe that securing regulatory approval in Spain
may facilitate our ability to register and ultimately sell our Composite
Cultured Skin in the large markets of other European Common Market countries.

REGULATORY STRATEGIES AND PRODUCT DEVELOPMENT

         We maintain a team of regulatory and clinical professionals with
extensive knowledge in strategic regulatory and clinical trial planning to
support our product development efforts through every stage of the development
and FDA approval process. On November 8, 1999, Steven R. Peltier, former Vice
President, Worldwide Regulatory Affairs of ConvaTec, the advanced wound care
division of Bristol-Myers Squibb, joined Ortec as Vice President for Regulatory
and Clinical Affairs. Mr. Peltier has over 27 years experience in the
pharmaceutical and medical device industries in both regulatory affairs and
clinical research. His primary responsibilities include developing and
implementing regulatory and clinical strategies, overseeing advocacy and
negotiations with the FDA and ensuring that clinical investigations adhere to
the highest quality standards and support the earliest possible product
approvals.


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         We also retain the services of Target Research Associates for data
management, statistical analysis and advice on regulatory, clinical and
pre-market approval submissions. Robert J. McCormack, Ph.D., Vice President of
Regulatory Affairs for Target, has fifteen years of extensive experience in
regulatory affairs. He advises Ortec on regulatory strategy and in our dealings
with the FDA.

PRODUCTION AND SUPPLY

         We believe that production capacity at our facility in the Audubon
Biomedical Science and Technology Park in New York City should be sufficient to
meet demands for our Composite Cultured Skin for the initial volume required to
supply the epidermolysis bullosa and the other small patient population markets.
For sale of our Composite Cultured Skin for other medical conditions, based on
our sales projections, we will need larger production facilities. Such
facilities will have to be FDA validated and approved. Any manufacturing,
whether by us or by a third party manufacturer, for any future commercial scale
production of our Composite Cultured Skin will have to be in compliance with the
good manufacturing processes and quality system regulations mandated by the FDA.

COMPETITION

         We are aware of several companies that are actively engaged in the
research and development of products for the repair and regeneration of skin. As
discussed previously, there are currently three primary and distinct approaches
to the repair and regeneration of skin: the acellular (no cell) approach,
including the use of cadaver based products; the cell-based unilayered
(epidermal or dermal cell) approach, and the cell based bi-layered (epidermal
and dermal cell) approach. The approach we believe to be the most advanced and
effective is the bi-layered approach.

         There is also a procedure which cultures the patient's own epidermal
cells to create an epidermis like layer. That procedure takes a number of weeks
to create that epidermal layer. That procedure and some of the products using
the acellular approach do not require FDA approval and are currently being sold.

         The Company considers its primary competitors to be Organogenesis, Inc.
and Advanced Tissue Sciences, Inc. The FDA approved Organogenesis' product,
which employs the bi-layered approach, for treatment of venous ulcers in May
1998, and Organogenesis commenced sales of its product through a joint venture
with Novartis Pharmaceuticals Corporation in June 1998. Advanced Tissue, through
a joint venture agreement with Smith & Nephew PLC, markets Transcyte, a
unilayer, non-absorbable biosynthetic matrix, seeded with dermal fibroblast
cells, which act as a temporary wound covering for severe burns and as a
covering for partial thickness burns. Advanced Tissue's Dermograft product for
the treatment of diabetic foot ulcers was rejected by the FDA in June 1998 and
additional trials were mandated by the FDA to prove efficacy.


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         We believe that the following are the greater benefits derived by
patients when they use our Composite Cultured Skin.

         -        Our Composite Cultured Skin can be cryopreserved so that it
                  can be stored by the hospital or clinic instead of awaiting
                  shipment.

         -        Our Composite Cultured Skin uses a porous collagen matrix and
                  undifferentiated epidermal and dermal fibroblast cells,
                  resulting in a vigorous growth factor production which appears
                  to enable a quicker healing process.

         -        Our Composite Cultured Skin is "user friendly". The physician
                  opens a cassette, peels off the protective mesh and
                  immediately lays the Composite Cultured Skin on the wound. The
                  process should take as little as one minute.

          We believe that many of our competitors may have greater financial and
other resources than we do and most of them have conducted and continue to
conduct human clinical trials, some of which are at more advanced stages than
our human clinical trials.

         Although we are not aware of any biologically active skin repair
product that has received pre-market approval from the FDA except as discussed
above, there may be other companies having greater financial resources than we
do who may develop other skin regeneration or wound healing technologies that
may be more effective than our Composite Cultured Skin, or that may make our
Composite Cultured Skin obsolete.

PATENTS AND PROPRIETARY RIGHTS

         In April 1998, Dr. Eisenberg assigned his patent for the technology for
Composite Cultured Skin to us. Dr. Eisenberg received a U.S. patent for
Composite Cultured Skin in February 1994, which was reissued in December 1996
after an unsuccessful challenge by Organogenesis, Inc. The patent expires in
2011. We have also been granted corresponding patents in Europe (for most of the
countries in Europe) and in Australia and New Zealand, Ireland, Israel, Japan,
Thailand, The Russian Federation and South Africa. We are prosecuting patent
claims in Canada, Brazil and China. On March 21, 2000 we were granted another
U.S. patent on another aspect of our product.

         One of our competitors filed an opposition with the European Patent
Office challenging the validity of our European patent. Our patent counsel has
filed our response. The opposition in Europe may not be resolved for at least
another year. The expiration date of our European patent is dependent upon the
resolution of such opposition. The result in Europe will not affect the validity
of our patent in the United States. However, our patents might be successfully
challenged in court proceedings, invalidated or rendered unenforceable. Our
success will depend, in part, on our ability to maintain patent protection for
our


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technology, both in the United States and other countries. Our patents may be
infringed, invalidated or circumvented by others. Others may also develop
technologies or processes that are the same or substantially as effective as
ours, thereby by-passing the benefits of our patent protection. Therefore, our
United States and foreign patents may not provide us with any commercial
benefits.

         Several of our competitors, including Organogenesis, Inc., Advanced
Tissue Sciences, Inc., Genzyme Tissue Repair Inc., Integra Life Sciences and
LifeCell Corporation, have been granted patents relating to their particular
artificial skin technologies. See "Competition".

EMPLOYEES

         We presently employ 59 people on a full-time basis including four
executive officers. Including our executive officers, we employ 57 persons in
New York City and two people at our laboratory in Sydney, Australia. We also
have five part-time employees, three in New York and two, including Dr.
Eisenberg, in Australia. We anticipate adding additional employees in the areas
of quality assurance, manufacturing and research and development as our needs
arise and based on our finances.

ITEM 2. PROPERTIES

         We occupy an aggregate of 15,000 sq. ft. of space in Columbia
University's Audubon Biomedical Science and Technology Park in New York City,
pursuant to three separate lease agreements, for laboratory and office space. We
use our laboratories for assay development, wound healing research, biomaterial
development, bioprocess development, histology, quality assurance testing and
for two clean rooms where we produce our product. We currently pay $36,881 rent
per month for use of all our space at the Audubon facility.

         We also lease approximately 5,000 square feet of space at 147-155 Queen
Street, Beaconsfield, Sydney, Australia, on a month to month basis, where we
operate a research laboratory to conduct our research and development activities
in Australia. We pay rent in Australian dollars, which at the current rate of
exchange, amounts to approximately US$33,000 per year. We rent this space from
Dr. Mark Eisenberg's father's estate on terms that we believe are not less
favorable to us than for rental of similar space in Sydney, Australia, from
non-related third parties.


                                       11
<PAGE>   14
                                     PART II

ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

         Our common stock and our Class B warrants are listed on the NASDAQ
SmallCap Market under the symbols "ORTC" and "ORTCZ", respectively. The
following table sets forth the high and low sales prices of our common stock and
our Class B warrants as reported by NASDAQ for each full quarterly period from
January 1, 1998 through December 31, 1999.

<TABLE>
<CAPTION>
                                    COMMON STOCK              CLASS B WARRANTS
                                 ------------------         --------------------
                                  HIGH          LOW          HIGH         LOW
<S>                              <C>          <C>           <C>         <C>
1999
----
  First Quarter                  14           8-1/8         2-1/16      0-3/4
  Second Quarter                 10-1/4       7             1           0-9/32
  Third Quarter                  12-3/4       7-1/8         1-13/16     0-3/4
  Fourth Quarter                 10           5-11/16       1           0-1/2

1998
----
  First Quarter                  19-3/4       10-1/4        5-3/4         2-3/16
  Second Quarter                 23           17-1/2        8-5/8         3-7/8
  Third Quarter                  18-1/2        5-3/4        3-7/8         0-1/2
  Fourth Quarter                 17-1/2        8            3-1/4         0-1/2
</TABLE>

SECURITY HOLDERS

         To the best of our knowledge at March 1, 2000, there were 161 record
holders of our common stock. We believe that as of such date there were an
additional 1,383 beneficial owners of our common stock, whose shares are held in
"street name." To the best of our knowledge as of January 25, 2000, there were
12 record holders of our Class B warrants. We believe that as of such date there
were also an additional 295 beneficial owners of our Class B warrants.


                                       12
<PAGE>   15
DIVIDENDS

         We have not paid, and have no current plans to pay, dividends on our
common stock.

RECENT SALES OF UNREGISTERED SECURITIES

         1. During the fourth quarter of 1999 we sold to an affiliated group of
four mutual funds and to seven clients of one investment adviser an aggregate of
1,636,364 shares of our common stock at a price of $5.50 per share. We received
$9,000,000 in aggregate from such sale. There were no underwriters in such sale
and no underwriting commission or discount paid or given. The price for our
common stock on the Nasdaq SmallCap Market at the time that the purchase price
for such shares was agreed to by us and by the purchasers was approximately
$7.00 per share.

         2. During the fourth quarter of 1999 we granted to forty four
employees, four consultants and two non-employee directors options under our
Employee Stock Option Plan to purchase an aggregate of 255,500 shares of our
common stock, all at an exercise price of $6 5/8 per share.

         The sale of our common stock referred to in paragraph 1 above was not
registered under the Securities Act of 1933, as amended (the "Act"), pursuant to
the provisions of Section 4(2) of the Act because such sales did not involve any
public offering and pursuant to Rule 506 of Regulation D under the Act because
such sales were made only to accredited investors. The grant of the options
referred to in paragraph 2 above was exempt from the registration requirements
of the Act pursuant to the provisions of Section 4(2) of the Act because such
option grants did not involve any public offering, and with respect to the forty
four employees and two consultants, also because such option grants did not
constitute sales of securities.


                                       13
<PAGE>   16
Item 6.  Selected Financial Data

The following selected financial data are derived from the Company's financial
statements and should be read in conjunction with, and are qualified in their
entirety by, the related notes and other financial information included
elsewhere in this report:

<TABLE>
<CAPTION>






Statement of operations data                       1995               1996               1997               1998
----------------------------                   ------------       ------------       ------------       ------------
<S>                                            <C>                <C>                <C>                <C>
Revenues - interest income ..............      $      2,685       $    171,057       $    291,602       $    572,549
                                               ------------       ------------       ------------       ------------

Expenses
   Research and development .............           573,392            964,864          1,178,836          1,933,877
   Rent .................................            21,732             85,076            166,498            252,397
   Consulting ...........................            34,606            261,633            474,908            908,495
   Personnel ............................           229,183            730,357          1,901,409          4,060,629
   General and administrative ...........           161,686            727,192          1,320,488          1,725,201
   Interest and other expense ...........             4,809             51,703             75,126           104,,605
                                               ------------       ------------       ------------       ------------

                                                  1,025,408          2,820,825          5,117,265          8,985,204
                                               ------------       ------------       ------------       ------------

Net loss ................................      $ (1,022,723)      $ (2,649,768)      $ (4,825,663)      $ (8,412,655)
                                               ============       ============       ============       ============

Net loss per share of common stock
   Basic and diluted ....................      $       (.42)      $       (.64)      $      (1.01)      $      (1.43)

Weighted average common stock outstanding
   Basic and diluted ....................         2,509,078          4,110,507          4,782,239          5,878,971
                                               ============       ============       ============       ============


Balance sheet data

Working capital .........................      $ (1,303,948)      $ (6,848,650)      $ 12,982,711       $  9,368,901
Total assets ............................           848,470          8,791,925         14,998,414         12,391,039
Long-term debt ..........................             1,327            460,774            722,704          1,152,180
Stockholders' equity (deficit) ..........          (459,226)         7,716,998         13,716,618         10,390,759
</TABLE>


<TABLE>
<CAPTION>
                                                                       Cumulative
                                                                          from
                                                                        March 12,
                                                                           1991
                                                                      (inception) to
                                                                       December 31,
Statement of operations data                           1999                1999
----------------------------                        ------------       ------------
<S>                                                 <C>                <C>
Revenues - interest income ..............           $    368,711       $  1,471,077
                                                    ------------       ------------

Expenses
   Research and development .............              3,106,908          9,574,037
   Rent .................................                473,010          1,054,854
   Consulting ...........................                834,180          2,974,979
   Personnel ............................              3,742,632         11,580,068
   General and administrative ...........              2,152,968          7,033,029
   Interest and other expense ...........                 99,522            393,724
                                                    ------------       ------------

                                                      10,409,220         32,610,691
                                                    ------------       ------------

Net loss ................................           $(10,040,509)      $(31,139,614)
                                                    ============       ============

Net loss per share of common stock
   Basic and diluted ....................           $      (1.51)      $      (8.59)

Weighted average common stock outstanding
   Basic and diluted ....................              6,634,874          3,626,891
                                                    ============       ============


Balance sheet data

Working capital .........................           $ 11,009,660
Total assets ............................             15,011,645
Long-term debt ..........................              1,044,857
Stockholders' equity (deficit) ..........             12,370,720
</TABLE>


                                       14



















<PAGE>   17
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

         The following discussion should be read in conjunction with our
financial statements and notes thereto. This discussion may be deemed to include
forward looking statements.

General

         Since Ortec's inception we have been principally engaged in the
research and development of our skin regeneration product for use in the
treatment of chronic and acute wounds, such as venous and diabetic skin ulcers,
partial thickness burns, autograft donor site wounds and chronic skin ulcers
resulting from four small patient population diseases. We have not had any
revenues from operations since Ortec's inception in 1991 because we cannot make
any sales of our product until we receive approval from the FDA to do so. We
have incurred a cumulative net loss of approximately $31.1 million as of
December 31, 1999. We expect to continue to incur substantial losses for the
next several years due to continued spending on research and development
programs, the funding of preclinical and clinical testing and trials and
regulatory activities and the costs of manufacturing, marketing, sales,
distribution and administrative activities.

         Our revenues consist only of interest income. To date, we have received
no revenue from the sale of our Composite Cultured Skin. We are not permitted to
engage in commercial sales of our product until such time, if ever, as we
receive requisite FDA and/or other foreign regulatory approvals. As a result, we
do not expect to record significant product sales until such approvals are
received.

         We anticipate that future revenues and results of operations may
continue to fluctuate significantly depending on, among other factors, the
timing and outcome of applications for regulatory approvals, our ability to
successfully manufacture, market and distribute our product and/or the
establishment of collaborative arrangements for the manufacturing, marketing and
distribution of our product. We anticipate that our operating activities will
result in substantial net losses for several years more.

         We are currently conducting or have completed clinical trials of our
Composite Cultured Skin in the treatment of autograft donor site wounds, venous
stasis and diabetic ulcers and chronic ulcers resulting from epidermolysis
bullosa.


                                       15
<PAGE>   18
Results of Operations

Year Ended December 31, 1999 to Year Ended December 31, 1998

         Revenues. Interest income decreased approximately $204,000 from
approximately $573,000 in 1998 to approximately $369,000 in 1999 because of
smaller average cash and marketable securities balances in 1999 that resulted
from the sale of common stock.

         Research and Development. Our research and development expenses for the
year ended December 31, 1999 increased to approximately $3.1 million from
approximately $1.9 million for the year ended December 31, 1998, which amounts
do not include consulting expenses, a significant portion of which we paid for
research and development. Such consulting expenses for research and development
amounted to approximately $834,000 in 1999 as opposed to approximately $908,000
in 1998. The increase in research and development expenses related primarily to
the costs associated with the increase in clinical trial activity,
cryopreservation research and for enhancement and other applications of our
Composite Cultured Skin.

         General and Administrative. Our general and administrative expenses for
the year ended December 31, 1999 increased to approximately $2.2 million from
approximately $1.7 million for the year ended December 31, 1998. The increase in
general and administrative expenses for the year ended December 31, 1999 as
compared to the same period in 1998 was the result of (i) the increase in costs
associated with professional services received from financial consultants,
attorneys and accountants and (ii) the increased overhead costs resulting from
the increase in personnel.

         Personnel. Our personnel expenses for the year ended December 31, 1999
decreased to approximately $3.7 million from approximately $4.1 million for the
year ended December 31, 1998. Cash compensation paid by us to our personnel
actually increased $1.6 million from $2.1 million in 1998 to $3.7 million in
1999, but non-cash compensation in the form of stock options decreased from $1.9
million in 1998 to $64,715 in 1999. The increased cash compensation in 1999
compared to 1998 resulted from the larger number of persons we employed because
of our increased research and development, including the conducting and
preparation for clinical trials, and for which additional personnel were
required in administrative positions.

         Rent. Our expenses for rent for the year ended December 31, 1999
increased to $473,000 from $252,000 for the year ended December 31, 1998. The
increase in rent expense in 1999 as compared to 1998 was the result of new
office and laboratory space we rented at Columbia University's Audubon
Biomedical Science and Technology Park in New York City for a full year in 1999
and for only part of the year in 1998.


                                       16
<PAGE>   19
Year Ended December 31, 1998 to Year Ended December 31, 1997

         Revenues. Interest income increased by approximately $282,000 from
approximately $291,000 in 1997 to approximately $573,000 in 1998 because of
larger cash and marketable securities balances in 1998 that resulted from sale
of common stock

         Research and Development. Our research and development expenses for the
year ended December 31, 1998 increased to $1.9 million from $1.2 million for the
year ended December 31, 1997, which amounts do not include consulting expenses,
a significant portion of which we paid for research and development. Such
consulting expenses for research and development amounted to approximately
$684,000 in 1998 as opposed to approximately $355,000 in 1997. The increase in
research and development expenses relates primarily to the costs associated with
the increase in clinical trial activity, cryopreservation research and for
enhancement and other applications of our Composite Cultured Skin.

         General and Administrative. Our general and administrative expenses for
the year ended December 31, 1998 increased to $1.7 million from $1.3 million for
the year ended December 31, 1997. The increase in general and administrative
expenses for the year ended December 31, 1998 as compared to the same period in
1997 are a result of (i) the increase in costs associated with professional
services received from financial consultants, attorneys and accountants and (ii)
the increased overhead costs resulting from the increase in personnel.

         Personnel. Our personnel expenses for the year ended December 31, 1998
increased to $4.1 million from $1.9 million for the year ended December 31,
1997. This increase resulted from the larger number of persons we employed
because of our increased research and development, including the conducting of
and preparation for clinical trials, and for which additional personnel were
also required in administrative positions. Approximately $1.3 million of that
increase was attributable to the non cash expense consisting of grants of stock
options and warrants.

         Rent. Our expenses for rent for the year ended December 31, 1998
increased to $252,000 from $166,000 for the year ended December 31, 1997. The
increase in rent expense in 1998 as compared to 1997 is the result of the
increase in the amount of space we occupied at Columbia University's Audubon
Biomedical Science and Technology Park in New York City for additional
laboratories we built for research and development, and to accommodate the
additional personnel we employed in 1998.

Liquidity and Capital Resources

         Since inception (March 12, 1991) through December 31, 1999, we have
accumulated a deficit of approximately $31.1 million and we expect to continue
to incur substantial operating losses for the next several years. We have
financed our operations primarily through private placements of our common
stock, our initial public offering and the exercise


                                       17
<PAGE>   20
of our publicly traded Class A warrants at the end of 1997. From inception to
December 31, 1999 we have received proceeds from the sale of equity securities,
net of share issuance expenses, of approximately $40.8 million.

         In 1999 we used net cash for operating activities of approximately $7.8
million compared to approximately $5.0 million in 1998. The increase in cash
used in operating activities resulted primarily from (i) an increase of
approximately $1.6 million in our net loss in 1999 as compared to 1998, plus
(ii) non-cash compensation in the form of stock options was greater in 1998 by
approximately $1.9 million than in 1999 offset however by (iii) an increase of
non-cash expenses of depreciation and an increase in accounts payable of
approximately $159,000 and $509,000, respectively, in 1999 as opposed to 1998.

         In 1999 we realized cash provided by our financing activities of
approximately $11.8 million as compared to cash provided by our financing
activities of approximately $6.0 million in 1998. The larger amount of cash
received from financing activities is primarily accounted for by approximately
$12.0 million in 1999, compared to approximately $5.7 million in 1998, of net
proceeds we received from sale of our common stock partly offset by $600,000 we
received in loan proceeds in 1998 compared to $20,379 in 1999.

         We invested a total of approximately $705,000 in property, plant and
equipment during 1999 compared to approximately $1.1 million in 1998. Since
inception, we have spent approximately $3.3 million for property, plant and
equipment, excluding capital lease agreements, and approximately $641,000 for
patents. The capital lease agreements consist primarily of laboratory equipment.

         Our capital funding requirements will depend on numerous factors,
including the progress and magnitude of our research and development programs
and our clinical trials, the time involved in obtaining regulatory approvals,
the cost involved in filing and maintaining patent claims, technological
advances, competitor and market conditions, our ability to establish and
maintain collaborative arrangements, the cost of manufacturing scale-up and the
cost and effectiveness of commercialization activities and arrangements.

         We have raised funds in the past through the public and private sale of
securities, and may raise funds in the future through public or private
financings, collaborative arrangements or from other sources. The success of
such efforts will depend in large part upon continuing developments in our
clinical trials. We continue to explore and, as appropriate, enter into
discussions with other companies regarding the potential for equity investment,
collaborative arrangements, license agreements or development or other funding
programs in exchange for manufacturing, marketing, distribution or other rights
to our Composite Cultured Skin. However, such discussions with other companies
may not result in any investments, collaborative arrangements, agreements or
funding, and the necessary additional financing through debt or equity financing
may not be available to us on acceptable terms, if at all. Furthermore, any
arrangements resulting from these discussions may not reduce our funding
requirements. If we cannot secure additional funding when needed, we will be
required to


                                       18
<PAGE>   21
scale back our research and development programs, clinical trials and
administrative activities and our business and financial results and condition
would be materially adversely affected. At our current rate of spending, our
cash and cash equivalents on hand at December 31, 1999 (approximately $12.6
million) will enable us to continue our operations through March 2001.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Reference is made to the Financial Statements referred to in the
accompanying Index, setting forth the financial statements of the Company,
together with the report of Grant Thornton LLP, dated February 11, 2000.

                                    PART III

ITEM 10. DIRECTORS AND  EXECUTIVE OFFICERS OF THE REGISTRANT.

DIRECTORS AND EXECUTIVE OFFICERS

Our directors and executive officers are as follows:

<TABLE>
<CAPTION>
Name                   Age   Position
----                   ---   --------
<S>                    <C>   <C>
Steven Katz, Ph.D.      55   President, Chief Executive Officer and Chairman of
                             the Board of Directors

Dr. Mark Eisenberg      62   Senior Vice President, Research and Development,
                             and Director

Ron Lipstein            44   Secretary, Treasurer, Chief Financial Officer and
                             Director

Alain M. Klapholz       43   Vice President, Operations, and Director

William Schaeffer       52   Chief Operating Officer

Joseph Stechler         47   Director

Steven Lilien, Ph.D.    52   Director
</TABLE>

         Steven Katz, one of our founders, has been a director since our
inception in 1991 and was elected Chairman of our Board of Directors in
September 1994. He has been employed by us since 1991. Dr. Katz has also been a
professor of Economics and Finance at Bernard M. Baruch College in New York City
since 1972. He has a Ph.D. in Finance and Statistics as well as an MBA and an MS
in Operations Research, both from New York University.


                                       19
<PAGE>   22
         Dr. Mark Eisenberg, one of our founders, has been a director and Senior
Vice President since 1991. Dr. Eisenberg has also been a consultant to us since
1991. See "Eisenberg Consulting Agreement". He has been a physician in private
practice in Sydney, Australia since 1967. He is a member and co-founder of the
dystrophic epidermolysis bullosa clinic at the Prince of Wales Hospital for
children in Sydney, Australia. He has done extensive research on epidermolysis
bullosa.

         Ron Lipstein, one of our founders, has been our Secretary, Treasurer,
Chief Financial Officer and a director since 1991. He has been employed by us
since 1991. Mr. Lipstein is a certified public accountant.

         Alain M. Klapholz, one of our founders, has been our Vice President and
a director since 1991. He has been employed by us since 1991. Mr. Klapholz has
an MBA from New York University.

         William Schaeffer, has been our Chief Operating Officer since May 1998.
Prior to joining us, Mr. Schaeffer was employed by Johnson & Johnson for more
than 25 years. His last position was Vice President, Quality Assurance Worldwide
for Johnson & Johnson's Cordis, Inc., where he was also a member of its
Management Board. Mr. Schaeffer has also held senior management positions at
Johnson & Johnson's Ethicon, Inc., Johnson & Johnson Cardiovascular and Ortho
Diagnostics, Inc. His responsibilities have included process development,
manufacturing and quality assurance for a broad range of medical devices
developed, produced and distributed by Johnson & Johnson.

         Joseph Stechler has been a director since 1992. He has been President
and CEO of Stechler & Company, an investment management firm, since 1986, and
from 1990 to January 1997, he was the general partner of Old Ironsides Capital,
L.P., an investment fund. Prior to 1986, he was a securities analyst with
several investment firms. Mr. Stechler has a JD degree from Columbia University
and an LLM degree in corporate law from New York University.

         Steven Lilien has been a director of Ortec since February 1998. He has
been chairman of the accounting department of Bernard M. Baruch College in New
York City for the past eleven years and is currently the Weinstein Professor of
Accounting there. He is a certified public accountant and has a Ph.D. in
accounting and finance and an MS, both from New York University.

         All directors hold office until the next annual meeting of stockholders
and the election and qualification of their successors. Our non-employee
directors are compensated for their services and attendance at meetings partly
in cash, but mostly through the grant of options pursuant to our Employee Stock
Option Plan. Officers are elected annually by the Board of Directors and serve
at the discretion of the Board of Directors.


                                       20
<PAGE>   23
EISENBERG CONSULTING AGREEMENT

         Pursuant to a consulting agreement dated June 7, 1991, as amended on
September 1, 1992, with Dr. Eisenberg, we have retained the services of Dr.
Eisenberg as a consultant until June 6, 2005. Under such consulting agreement,
Dr. Eisenberg is required to devote 20 hours per week to Ortec. We pay Dr.
Eisenberg an annual fee at the rate of $73,000. Dr. Eisenberg's fee is subject
to annual increases based on certain formulas. Dr. Eisenberg has agreed not to
compete with us until one year after termination of his consulting agreement.

ITEM 11. EXECUTIVE COMPENSATION

COMPENSATION OF EXECUTIVE OFFICERS

         The following table sets forth the compensation paid by us for our
fiscal years ended December 31, 1999, 1998 and 1997 to our Chief Executive
Officer and to each of our executive officers whose compensation exceeded
$100,000 on an annual basis (collectively, the "Named Officers").

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                        Long Term Compensation
                                                     ----------------------------
                    Annual Compensation                   Awards         Payouts
                    -------------------              ---------------   ----------
                                                                       Securities
Name and                                                  Other        Underlying
Principal                                                 Annual        Options/
Position             Year    Salary($)    Bonus($)   Compensation($)      SARs
---------            ----    ---------    --------   ---------------   ----------
<S>                  <C>     <C>          <C>        <C>               <C>
Steven Katz          1999     200,000      35,000         9,000*         50,000
 Chief Executive     1998     200,000                     9,000*        230,750
 Officer,            1997     130,000      45,000         8,400*        155,000
 President and
 Chairman

Ron Lipstein         1999     165,000      50,000         9,000*         35,000
 Secretary,          1998     165,000                     9,000*        220,000
 Treasurer,          1997     115,000      30,000         8,400*         80,000
 CFO and Director

Alain Klapholz       1999     150,000      15,000                        10,000
 Vice President      1998     150,000                                    70,000
 and Director        1997     115,000      20,000                        40,000

William Schaeffer    1999     157,871      30,000                        20,000
 Chief Operating
 Officer
</TABLE>
----------

* In lieu of health insurance.


                                       21
<PAGE>   24
BOARD COMPENSATION

         Mr. Joseph Stechler and Dr. Steven Lilien are our only non employee
directors. For his services in 1999 as a director and as a member of our Audit
Committee and our Compensation Committee, we paid Dr. Lilien $5,000 and granted
him 5 year options to purchase 5,000 shares of our common stock. For his
services in 1999 as a director and as a member of our Audit Committee and our
Stock Option Committee we granted Mr. Stechler 5 year options to purchase 7,500
shares of our Common Stock. Such options were granted under our Employee Stock
Option Plan and are exercisable at $6.625 per share each.

OPTION GRANTS IN LAST FISCAL YEAR

         The following table sets forth certain information regarding options
granted during the fiscal year ended December 31, 1999 by us to the Named
Officers:

<TABLE>
<CAPTION>
                                                                                         Potential Realizable Value
                                Individual Grants                                          at Assumed Annual Rates
                                                                                         of Stock Price Appreciation
                                                                                               for Option Term
--------------------------------------------------------------------------------------------------------------------
          (a)                  (b)             (c)              (d)            (e)            (f)          (g)

                           Number of       % of Total
                           Securities     Options/SARs
                           Underlying      Granted to         Exercise
                          Options/SARs    Employees in     or Base Price   Expiration
         Name              Granted (#)   Fiscal Year (1)     ($/Share)        Date           5% ($)      10% ($)
         ----             ------------   ---------------     ---------        ----           ------      -------

<S>                       <C>            <C>               <C>             <C>           <C>             <C>
Steven Katz                  50,000            23              6.625        12/28/04         91,518      202,231

Ron Lipstein                 35,000            16              6.625        12/28/04         64,063      141,562

Alain Klapholz               10,000             5              6.625        12/28/04         18,304       40,446

William D. Schaeffer(2)      10,000             9              6.625        12/28/06         18,304       40,446
                             10,000                          10.4375        07/20/06         28,838       63,722

</TABLE>
----------

(1)      Options to purchase a total of 219,800 shares of common stock were
         granted to our employees, including the Named Officers, during the
         fiscal year ended December 31, 1999.

(2)      The options granted to Mr. Schaeffer vest as follows: 25% one year
         after the date of grant, an additional 25% two years after, an
         additional 25% three years after and the remaining 25% four years after
         the date of grant.


                                       22
<PAGE>   25
AGGREGATED OPTIONS EXERCISED IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUE

         The following table sets forth certain information regarding options
(which include warrants) exercisable during 1999 and the value of the options
held as of December 31, 1999 by the Named Officers. None of the Named Officers
exercised any options in 1999 nor did Messrs. Katz, Lipstein or Klapholz hold
any options which were not exercisable at December 31, 1999. At December 31,
1999, Mr. Schaeffer held 11,250 options which were then exercisable and 32,500
options which were not yet exercisable.

<TABLE>
<CAPTION>
                 NUMBER OF UNEXERCISED OPTIONS AT   VALUE OF UNEXERCISED IN-THE-MONEY OPTIONS
NAME                      FISCAL YEAR END                     AT FISCAL YEAR END (1)
----                      ---------------                     ----------------------
<S>              <C>                                <C>
Steven Katz                   390,750                                $53,750
Ron Lipstein                  355,000*                                38,125
Alain Klapholz                130,000                                  8,750
William D. Schaeffer           43,750                                  8,750
</TABLE>
----------

*        Includes warrants to purchase 15,000 shares held by Mr. Lipstein's
         minor children.

(1)      The difference between (x) the product of the unexercised options and
         the closing price of our common stock on December 31, 1999, as listed
         on the Nasdaq SmallCap Market, less (y) the product of the unexercised
         options and the exercise price of such options.

COMPENSATION COMMITTEE INTERLOCK AND INSIDER PARTICIPATION

         None of Ortec's executive officers serves as a member of the
compensation committee or on the board of directors of another entity, one of
whose executive officers serves on Ortec's Board of Directors.

         The Compensation Committee of our Board of Directors determines
compensation policies applicable to our four executive officers. Messrs. Steven
Katz, Mark Eisenberg and Steven Lilien are the members of the Compensation
Committee. Mr. Katz is an executive officer of Ortec. Although Dr. Mark
Eisenberg is not an executive officer of Ortec, he is employed by Ortec on a
part time basis devoting his time to research in our facility in Australia. The
compensation paid to Dr. Eisenberg is determined by an agreement between Dr.
Eisenberg and Ortec entered into on June 7, 1991 and amended on September 1,
1992.


                                       23
<PAGE>   26
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information regarding beneficial
ownership of the our common stock as of February 29, 2000 by (i) each person (or
group of affiliated persons) who we know owns beneficially more than 5% of the
outstanding shares of our common stock, (ii) each of our executive officers and
directors, and (iii) all of our executive officers and directors as a group.
Except as indicated in the footnotes to this table, the persons named in this
table have sole voting and investment power with respect to all shares of common
stock shown as beneficially owned by them.

<TABLE>
<CAPTION>
                                                AMOUNT AND
                                                 NATURE OF         PERCENTAGE OF
NAME AND ADDRESS                                BENEFICIAL          OUTSTANDING
OF BENEFICIAL OWNER                             OWNERSHIP**        SHARES OWNED**
-------------------                             -----------        --------------
<S>                                            <C>                 <C>
Steven Katz*                                     570,062(1)            6.5%

Mark Eisenberg*                                  596,000               7.1%

Ron Lipstein*                                    600,171(2)            6.8%

Alain Klapholz*                                  424,307(3)            5.0%

William D. Schaeffer*                             15,438(4)            ***

Joseph Stechler                                  956,266(5)           11.1%
  15 Engle Street
  Englewood, NJ 07631

Steven Lilien                                     13,400(6)            ***
  19 Larchmont Street
  Ardsley, NY 10502

Quasar International Partners, CV                782,500(7)            9.3%
  Kaya Flambiyan 9
  Willenstad, Curacoa
   Netherlands, Antilles

Lupa Family Partners                             467,400(8)            5.5%
  888 Seventh Avenue
  33rd Floor
  New York, NY 10106

Pequot Capital                                 2,143,607(9)           25.2%
  Management, Inc.
  500 Nyala Farm Road
  Westport, CT 06880

All officers and directors as
  a group (seven persons)                      3,175,644(1-6)         33.2%
</TABLE>


                                       24
<PAGE>   27
*        The address of these persons is at the Company's offices, 3960
         Broadway, New York, NY 10032

**       The number of shares of common stock beneficially owned by each person
         or entity is determined under rules promulgated by the Securities and
         Exchange Commission. Under such rules, beneficial ownership includes
         any shares as to which the person or entity has sole or shared voting
         power or investment power. Included among the shares owned by such
         person are any shares which such person or entity has the right to
         acquire within 60 days after February 29, 2000. Unless otherwise
         indicated, each person or entity referred to above has sole voting and
         investment power with respect to the shares listed. The inclusion
         herein of any shares deemed beneficially owned does not constitute an
         admission of beneficial ownership of such shares.

***      Less than 1%, based upon information available to us.

(1)      Does not include shares owned by Dr. Katz's children, their spouses and
         his grandchildren. Dr. Katz disclaims any beneficial interest in such
         shares. Includes 390,750 shares issuable to Dr. Katz upon his exercise
         of outstanding options and warrants.

(2)      Includes 33,600 shares owned by Mr. Lipstein's minor children. Mr.
         Lipstein disclaims any beneficial interest in such 33,600 shares. Also
         includes 340,000 shares issuable to Mr. Lipstein and 15,000 to his
         minor children upon his and their exercise of outstanding options and
         warrants.

(3)      Includes 32,100 shares owned by Mr. Klapholz' minor children. Mr.
         Klapholz disclaims any beneficial interest in such 32,100 shares. Also
         includes 130,000 shares issuable to Mr. Klapholz upon his exercise of
         outstanding options.

(4)      Includes 13,438 shares issuable to Mr. Schaeffer upon his exercise of
         outstanding options.

(5)      Includes shares owned by Stechler & Company and 30,000 shares owned by
         a charitable foundation of which Mr. Stechler and another member of his
         family are the trustees. Also includes 218,000 shares issuable to
         Mr. Stechler or Stechler & Company upon their exercise of outstanding
         options or warrants.

(6)      Includes 13,000 shares underlying options granted under the Company's
         1996 Stock Option Plan.

(7)      Soros Fund Management LLC serves as principal investment manager to
         Quasar and, as such, may be deemed to have investment discretion over
         such 782,500 shares held for the account of Quasar.


                                       25
<PAGE>   28
(8)      Lupa Family Partners ("Lupa") is a New York limited partnership. In his
         capacity as one of two general partners, Mr. George Soros exercises
         voting and dispositive power with respect to securities held for the
         account of Lupa.

(9)      Shares held by four investment funds. We believe that Pequot Capital
         Management, Inc. has sole or shared investment and/or voting power for
         these shares. Includes 81,153 shares issuable upon exercise of
         outstanding warrants. Includes 1,272,728 shares sold to such four
         investment funds at the end of 1999 at a price of $5.50 per share. The
         closing price for our common stock on the Nasdaq SmallCap Market when
         the sale was agreed to was $7.00. 363,636 additional shares were
         simultaneously sold to seven clients of an investment adviser not
         affiliated with us or Pequot. The purchase price of all those shares
         was determined in arms length negotiations between Ortec's officers and
         Pequot.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CONSULTING AGREEMENT

         See "Eisenberg Consulting Agreement" for a description of our
consulting agreement with Dr. Mark Eisenberg.

CLASS B WARRANTS

         On five different occasions, the last on March 23, 2000, our Board of
Directors extended the expiration date of our publicly traded Class B warrants
to June 30, 2000. In addition, on August 3, 1999, our shareholders approved a
resolution authorizing the Board of Directors to reduce the exercise price of
the Class B warrants from $15 per share to such lower price as the Board of
Directors determines to be in Ortec's best interests, provided such reduced
exercise price is no less than a price which is thirty (30%) percent below the
market value of the common stock at the time of such reduction. Mr. Joseph
Stechler, a member of our Board of Directors, is an owner of Class B warrants.

CHANGE OF CONTROL AGREEMENTS

         Our Board of Directors has authorized agreements with our four
executive officers in the event of a "change of control" of Ortec. In the
agreements with Messrs. Katz, Lipstein and Klapholz "change of control" of Ortec
will be defined as a change in the ownership or effective control of Ortec or in
the ownership of a substantial portion of Ortec's assets, but in any event if
Messrs. Katz, Lipstein and Klapholz and Dr. Mark Eisenberg no longer constitute
a majority of our Board of Directors. The payments to be made to such three
executive officers in the event of a change of control range from 2 to 2.99
times the compensation paid by us to such executive in the twelve-month period
prior to the change of control. The change of control agreements with Messrs.
Katz, Lipstein and Klapholz will provide that in the event that such change of
control occurs, the expiration dates of all


                                       26
<PAGE>   29
options and warrants which have been granted to such executive officers and
which expire less than three years after such change of control, will be
extended so that such options and warrants expire three years after such change
of control, and that at Messrs. Katz, Lipstein or Klapholz' election, we will
lend such executive officer upon his exercise of any of his warrants or options,
interest free and repayable after three years, the funds needed by such
executive officer to pay the exercise price.

         We believe that such payments to most, if not all, of these three
executive officers will, if they are made, constitute "golden parachute"
payments under the Internal Revenue Code and to the extent the change of control
payments made to an individual executive officer exceeds the average annual
compensation paid by us to such executive officer in the five year period prior
to such change of control (a) such excess will not be able to be deducted by us
in calculating our income for income tax purposes and (b) a special excise tax
equal to 20% of such excess will have to be paid by the executive officer
receiving such excess payments. The change of control agreements will provide
that we will pay such excise tax payable by such executive officer.

         The change of control agreement with Mr. Schaeffer will provide that
all his options will vest immediately upon a change of control of Ortec. The
agreement with Mr. Schaeffer will define "change of control" as a merger or
consolidation of Ortec with another company or the sale by us of all or
substantially all of our assets.

                           FORWARD LOOKING INFORMATION

         This Annual Report includes statements that are "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
including statements regarding our expectations, hopes, beliefs, intentions or
strategies regarding the future, that are based on the beliefs of our
management, as well as assumptions made by and information currently available
to us. When used in this document, the words "anticipate," "believe,"
"estimate," and "expect" and similar expressions, as they relate to us are
intended to identify such forward-looking statements. Such statements reflect
the current views of our management with respect to future events and are
subject to certain risks, uncertainties and assumptions, including those
described in this annual report. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described herein as anticipated,
believed, estimated or expected. We do not intend to update these
forward-looking statements.


                                       27
<PAGE>   30
                            AVAILABILITY OF FORM 10-K

         WE WILL PROVIDE A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 1999, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
INCLUDING OUR FINANCIAL STATEMENTS AND THE FINANCIAL STATEMENT SCHEDULES, TO ANY
OF OUR STOCKHOLDERS AND TO ANY PERSON HOLDING OUR WARRANTS OR OPTIONS TO
PURCHASE SHARES OF OUR COMMON STOCK, UPON WRITTEN REQUEST AND WITHOUT CHARGE.
SUCH WRITTEN REQUEST SHOULD BE DIRECTED TO MR. RON LIPSTEIN, SECRETARY, AT ORTEC
INTERNATIONAL, INC., 3960 BROADWAY, NEW YORK, NY 10032.

                                     PART IV

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

         (a)      FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES.

                  (i)      Financial Statements:

                  See Index to Financial Statements.

                  (ii)     Financial Statement Schedules

                  All financial statement schedules have been omitted since
either (i) the schedule or condition requiring a schedule is not applicable or
(ii) the information required by such schedule is contained in the Financial
Statements and Notes thereto or in Management's Discussion and Analysis of
Financial Condition and Results of Operation.

         (b)      REPORTS ON FORM 8-K.



                                       28
<PAGE>   31

         (c)      EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No.   Description
-----------   -----------
<S>           <C>
   3.1        Agreement of Merger of the Skin Group, Ltd. and the Company
              dated July 9, 1992 (1)

   3.2        Original Certificate of Incorporation (1)

   3.3        By-Laws (1)

   4.1        Form of Certificate evidencing shares of Common Stock (1)

   4.3        Form of Warrant Agreement for the publicly held Class B Common
              Stock Purchase Warrants(1)

   4.4        Form of Certificate for public Class B Warrants filed as
              Exhibit B to Exhibit 4.3 (1)

  10.1        Agreement for Consulting Services dated as of June 7, 1991 by
              and between the Company and Dr. Mark Eisenberg (1)

  10.2        Lease with Columbia University dated March 14, 1996, for space
              in 3960 Broadway, New York, New York(2)

  27*         Financial Data Schedule
</TABLE>
----------

*        Filed herewith

(1)      Filed as an Exhibit to the Company's Registration Statement on Form
         SB-2 (File No. 33-96090), or Amendment 1 thereto, and incorporated
         herein by reference.

(2)      Filed as an Exhibit to the Company's 1995 Annual Report on Form 10-KSB
         and incorporated herein by reference.


                                       29
<PAGE>   32
                                   SIGNATURES

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

                                             Registrant:

                                             ORTEC INTERNATIONAL, INC.

                                             By: /s/ Steven Katz
                                                 ------------------------------
                                                 Steven Katz, Ph.D.
                                                 President and Chief
                                                 Executive Officer

Dated: March 27, 2000

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

<TABLE>
<CAPTION>
      SIGNATURE         TITLE                                 DATE
      ---------         -----                                 ----
<S>                     <C>                                   <C>
/s/ Steven Katz         President, Chief Executive            March 27, 2000
---------------------   Officer and Director (Principal
Steven Katz, Ph.D.      Executive Officer)

/s/ Mark Eisenberg      Senior Vice President, Research       March 27, 2000
---------------------   and Development and Director
Dr. Mark Eisenberg

/s/ Ron Lipstein
---------------------   Chief Financial Officer, Secretary,   March 27, 2000
Ron Lipstein            Treasurer and Director (Principal
                        Financial and Accounting Officer)

/s/ Alain M. Klapholz
---------------------   Vice President, Operations            March 27, 2000
Alain M. Klapholz       and Director

                        Director
---------------------
Joseph Stechler

/s/ Steven Lilien       Director                              March 27, 2000
---------------------
Steven Lilien
</TABLE>


                                       30
<PAGE>   33
                                 EXHIBIT INDEX.

<TABLE>
<CAPTION>
Exhibit No.   Description
-----------   -----------
<S>           <C>
    3.1       Agreement of Merger of the Skin Group, Ltd. and the Company
              dated July 9, 1992 (1)

    3.2       Original Certificate of Incorporation (1)

    3.3       By-Laws (1)

    4.1       Form of Certificate evidencing shares of Common Stock (1)

    4.3       Form of Warrant Agreement for the publicly held Class B Common
              Stock Purchase Warrants(1)

    4.4       Form of Certificate for public Class B Warrants filed as
              Exhibit B to Exhibit 4.3 (1)

   10.1       Agreement for Consulting Services dated as of June 7, 1991 by
              and between the Company and Dr. Mark Eisenberg (1)

   10.2       Lease with Columbia University dated March 14, 1996, for space
              in 3960 Broadway, New York, New York(2)

   27*        Financial Data Schedule
</TABLE>
----------

*        Filed herewith

(1)      Filed as an Exhibit to the Company's Registration Statement on Form
         SB-2 (File No. 33-96090), or Amendment 1 thereto, and incorporated
         herein by reference.

(2)      Filed as an Exhibit to the Company's 1995 Annual Report on Form 10-KSB
         and incorporated herein by reference.


                                       31
<PAGE>   34
                            Ortec International, Inc.
                        (a development stage enterprise)



                          INDEX TO FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                                                                                     Page
                                                                                     ----

<S>                                                                                  <C>
Report of Independent Certified Public Accountants                                   F-2


Financial Statements

       Balance Sheets as of December 31, 1999 and 1998                               F-3 - F-4

       Statements of Operations for the years ended December 31, 1999, 1998 and
          1997, and for the cumulative period from March 12, 1991 (inception) to
          December 31, 1999                                                          F-5

       Statement of Shareholders' Equity for the cumulative period from March
          12, 1991 (inception) to December 31, 1999                                  F-6 - F-8

       Statements of Cash Flows for the years ended December 31, 1999, 1998 and
          1997, and for the cumulative period from March 12, 1991 (inception) to
          December 31, 1999                                                          F-9 - F-10

       Notes to Financial Statements                                                 F-11 - F-33
</TABLE>



                                      F-1
<PAGE>   35
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



Board of Directors and Stockholders
    ORTEC INTERNATIONAL, INC.



We have audited the accompanying balance sheets of Ortec International, Inc. (a
development stage enterprise) (the "Company") as of December 31, 1999 and 1998,
and the related statements of operations, shareholders' equity and cash flows
for each of the years in the three-year period ended December 31, 1999, and for
the period from March 12, 1991 (inception) to December 31, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ortec International, Inc. at
December 31, 1999 and 1998, and the results of its operations and its cash flows
for each of the years in the three-year period ended December 31, 1999, and for
the period from March 12, 1991 (inception) to December 31, 1999, in conformity
with generally accepted accounting principles.





GRANT THORNTON LLP

New York, New York
February 11, 2000



                                      F-2
<PAGE>   36
                            Ortec International, Inc.
                        (a development stage enterprise)

                                 BALANCE SHEETS

                                  December 31,


<TABLE>
<CAPTION>
                   ASSETS                                      1999                1998
                                                          ------------         ------------
<S>                                                       <C>                  <C>
CURRENT ASSETS
    Cash and cash equivalents                             $ 12,604,027         $  9,449,679
    Marketable securities                                                           765,660
    Other current assets                                         1,701                1,662
                                                          ------------         ------------
           Total current assets                             12,605,728           10,217,001

PROPERTY AND EQUIPMENT, AT COST
    Laboratory equipment                                     1,345,367              891,109
    Office furniture and equipment                             778,364              611,624
    Leasehold improvements                                   1,283,686            1,199,407
                                                          ------------         ------------

                                                             3,407,417            2,702,140
    Less accumulated depreciation and amortization          (1,566,002)          (1,011,713)
                                                          ------------         ------------
                                                             1,841,415            1,690,427

OTHER ASSETS
    Patent application costs, net of accumulated
       amortization of $107,594 in 1999 and
       $64,355 in 1998                                         533,592              451,914
    Deposits and other assets                                   30,910               31,697
                                                          ------------         ------------
                                                          $ 15,011,645         $ 12,391,039
                                                          ============         ============
</TABLE>


                                      F-3
<PAGE>   37
                            Ortec International, Inc.
                        (a development stage enterprise)

                           BALANCE SHEETS (CONTINUED)

                                  December 31,

<TABLE>
<CAPTION>
                               LIABILITIES AND
                             SHAREHOLDERS' EQUITY                                       1999                 1998
                                                                                    ------------         ------------
<S>                                                                                 <C>                  <C>
CURRENT LIABILITIES
    Accounts payable and accrued expenses                                           $    886,388         $    387,401
    Accrued compensation                                                                 232,781               40,765
    Accrued professional fees                                                            341,716              269,173
    Accrued interest                                                                       7,935                8,831
    Capital lease obligation - current                                                     5,151               30,341
    Loan payable - current                                                               122,097              111,589
                                                                                    ------------         ------------
           Total current liabilities                                                   1,596,068              848,100


LONG-TERM LIABILITIES
    Capital lease obligation - noncurrent                                                                       5,516
    Loan payable - noncurrent                                                          1,044,857            1,146,664
                                                                                    ------------         ------------
           Total long-term liabilities                                                 1,044,857            1,152,180



COMMITMENTS AND CONTINGENCIES



SHAREHOLDERS' EQUITY
    Common stock, $.001 par value; authorized,
       25,000,000 shares; 8,221,843 shares issued,
       8,206,143 shares outstanding, at December 31,
       1999 and 6,182,220 shares issued, 6,175,620 shares
       outstanding at December 31, 1998                                                    8,222                6,182
    Additional paid-in capital                                                        43,644,902           31,550,954
    Deficit accumulated during the development
       stage                                                                         (31,139,614)         (21,099,105)
    Treasury stock, at cost (15,700 shares at December
       31, 1999 and 6,600 shares at December 31, 1998)                                  (142,790)             (67,272)
                                                                                    ------------         ------------
                                                                                      12,370,720           10,390,759
                                                                                    ------------         ------------
                                                                                    $ 15,011,645         $ 12,391,039
                                                                                    ============         ============
</TABLE>

The accompanying notes are an integral part of these statements.


                                      F-4
<PAGE>   38
                            Ortec International, Inc.
                        (a development stage enterprise)

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                                CUMULATIVE
                                                                                                                   FROM
                                                                                                                 MARCH 12,
                                                                                                                   1991
                                                                    Year ended December 31,                   (INCEPTION) TO
                                                 ------------------------------------------------------         DECEMBER 31,
                                                     1999                 1998                 1997                 1999
                                                 ------------         ------------         ------------         ------------
<S>                                              <C>                  <C>                  <C>                  <C>
Revenue
    Interest income                              $    368,711         $    572,549         $    291,602         $  1,471,077
                                                 ------------         ------------         ------------         ------------
Expenses
    Research and development                        3,106,908            1,933,877            1,178,836            9,574,037
    Rent                                              473,010              252,397              166,498            1,054,854
    Consulting                                        834,180              908,495              474,908            2,974,979
    Personnel                                       3,742,632            4,060,629            1,901,409           11,580,068
    General and administrative                      2,152,968            1,725,201            1,320,488            7,033,029
    Interest and other expense                         99,522              104,605               75,126              393,724
                                                 ------------         ------------         ------------         ------------

                                                   10,409,220            8,985,204            5,117,265           32,610,691
                                                 ------------         ------------         ------------         ------------

       Net loss                                  $(10,040,509)        $ (8,412,655)        $ (4,825,663)        $(31,139,614)
                                                 ============         ============         ============         ============
Net loss per share of common stock
    Basic and diluted                            $      (1.51)        $      (1.43)        $      (1.01)        $      (8.59)
                                                 ============         ============         ============         ============

Weighted average common stock outstanding
    Basic and diluted                               6,634,874            5,878,971            4,782,239            3,626,891
                                                 ============         ============         ============         ============
</TABLE>

The accompanying notes are an integral part of these statements.



                                      F-5
<PAGE>   39
                            Ortec International, Inc.
                        (a development stage enterprise)

                        STATEMENT OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                        Common stock               Additional
                                                                 ------------------------            paid-in
                                                                  Shares           Amount            capital
                                                                 ---------         ------          -----------
<S>                                                              <C>               <C>             <C>
March 12, 1991 (inception) to December 31, 1991

Issuance of stock
   Founders                                                      1,553,820         $1,554          $      (684)
   First private placement ($.30 cash per share)                   217,440            217               64,783
   The Director ($1.15 and $5.30 cash per share)                   149,020            149              249,851
   Second private placement ($9.425 cash per share)                 53,020             53              499,947
   Share issuance expenses                                                                             (21,118)
   Net loss
                                                                 ---------         ------          -----------

Balance at December 31, 1991                                     1,973,300          1,973              792,779

Issuance of stock
   Second private placement ($9.425 cash per share)                 49,320             49              465,424
   Stock purchase agreement with the Director  ($9.425
     cash per share)                                                31,820             32              299,966
   Share issuance expenses                                                                             (35,477)
   Net loss
                                                                 ---------         ------          -----------

Balance at December 31, 1992                                     2,054,440          2,054            1,522,692

Issuance of stock
   Third private placement ($10.00 cash per share)                 132,150            132            1,321,368
   Stock purchase agreement with Home
     Insurance Company ($9.00 cash per share)                      111,111            111              999,888
   Stock purchase agreement with the Director
     ($9.425 cash per share)                                        21,220             21              199,979
   Shares issued in exchange for commission
     ($10.00 value per share)                                          600              1                5,999
   Share issuance expenses                                                                            (230,207)

   Net loss
                                                                 ---------         ------          -----------

Balance at December 31, 1993 (carried forward)                   2,319,521          2,319            3,819,719
</TABLE>

<TABLE>
<CAPTION>
                                                                  Deficit
                                                                accumulated
                                                                during the                                  Total
                                                                development           Treasury          shareholders'
                                                                   stage                stock              equity
                                                                ------------         -----------        ------------
<S>                                                             <C>                   <C>               <C>
March 12, 1991 (inception) to December 31, 1991

Issuance of stock
   Founders                                                                                            $        870
   First private placement ($.30 cash per share)                                                             65,000
   The Director ($1.15 and $5.30 cash per share)                                                            250,000
   Second private placement ($9.425 cash per share)                                                         500,000
   Share issuance expenses                                                                                  (21,118)
   Net loss                                                      $  (281,644)                              (281,644)
                                                                 -----------                             ----------

Balance at December 31, 1991                                        (281,644)                              513,108

Issuance of stock
   Second private placement ($9.425 cash per share)                                                         465,473
   Stock purchase agreement with the Director  ($9.425
     cash per share)                                                                                        299,998
   Share issuance expenses                                                                                  (35,477)
   Net loss                                                         (785,941)                              (785,941)
                                                                 -----------                             ----------

Balance at December 31, 1992                                      (1,067,585)                               457,161

Issuance of stock
   Third private placement ($10.00 cash per share)                                                        1,321,500
   Stock purchase agreement with Home
     Insurance Company ($9.00 cash per share)                                                               999,999
   Stock purchase agreement with the Director
     ($9.425 cash per share)                                                                                200,000
   Shares issued in exchange for commission
     ($10.00 value per share)                                                                                 6,000
   Share issuance expenses                                                                                 (230,207)

   Net loss                                                       (1,445,624)                            (1,445,624)
                                                                  ----------                             ----------

Balance at December 31, 1993 (carried forward)                    (2,513,209)                             1,308,829
</TABLE>


                                      F-6
<PAGE>   40
                            Ortec International, Inc.
                        (a development stage enterprise)

                  STATEMENT OF SHAREHOLDERS' EQUITY (CONTINUED)

<TABLE>
<CAPTION>
                                                                                             Deficit
                                                                                           accumulated
                                                          Common stock         Additional   during the                    Total
                                                        -----------------       paid-in    development     Treasury    shareholders'
                                                         Shares    Amount       capital       stage          stock       equity
                                                        ---------   -----      ----------    ----------   -----------  -----------
<S>                                                     <C>        <C>       <C>           <C>            <C>          <C>
          (brought forward)                             2,319,521  $2,319     $ 3,819,719  $ (2,513,209)               $ 1,308,829
Issuance of stock
   Fourth private placement ($10.00 cash per share)        39,451      40         397,672                                  397,712
   Stock purchase agreement with Home
     Insurance Company ($10.00 cash per share)             50,000      50         499,950                                  500,000
   Share issuance expenses                                                         (8,697)                                  (8,697)
   Net loss                                                                                  (1,675,087)                (1,675,087)
                                                        ---------   -----      ----------    ----------                 ----------
Balance at December 31, 1994                            2,408,972   2,409       4,708,644    (4,188,296)                   522,757
Rent forgiveness                                                                   40,740                                   40,740
Net loss                                                                                     (1,022,723)                (1,022,723)
                                                        ---------   -----      ----------    ----------                 ----------

Balance at December 31, 1995                            2,408,972   2,409       4,749,384    (5,211,019)                  (459,226)

Initial public offering                                 1,200,000   1,200       5,998,800                                6,000,000
Exercise of warrants                                       33,885      34          33,851                                   33,885
Fifth private placement ($6.49 cash per share)            959,106     959       6,219,838                                6,220,797
Share issuance costs                                                           (1,580,690)                              (1,580,690)
Stock options issued for services                                                 152,000                                  152,000
Net loss                                                                                     (2,649,768)                (2,649,768)
                                                        ---------   -----      ----------    ----------                 ----------

Balance at December 31, 1996 (carried forward)          4,601,963   4,602      15,573,183    (7,860,787)                 7,716,998
</TABLE>


                                      F-7
<PAGE>   41
                            Ortec International, Inc.
                        (a development stage enterprise)

                  STATEMENT OF SHAREHOLDERS' EQUITY (CONTINUED)

<TABLE>
<CAPTION>


                                                                       Common stock                Additional
                                                                 -------------------------           paid-in
                                                                 Shares             Amount           capital
                                                                 ---------          ------         -----------
<S>                                                              <C>                <C>            <C>
          (carried forward)                                      4,601,963          $4,602         $15,573,183

Exercise of warrants                                             1,158,771           1,159          10,821,632
Share issuance costs                                                                                  (657,508)
Stock options and warrants issued for services                                                         660,000
Net loss
                                                                 ---------          ------         -----------

Balance at December 31, 1997                                     5,760,734           5,761          26,397,307

Exercise of warrants                                               221,486             221           1,281,736
Stock options and warrants issued for services                                                       1,920,111
Sixth private placement                                            200,000             200           1,788,498
Warrants issued in Sixth private placement                                                             211,302
Share issuance costs                                                                                   (48,000)
Purchase of treasury stock (at cost)
Net loss
                                                                 ---------          ------         -----------

Balance at December 31, 1998                                     6,182,220           6,182          31,550,954

Exercise of warrants                                                14,103              14              14,089
Stock options and warrants issued for services                                                          64,715
Seventh private placement ($8.75 cash per share)                   389,156             389           3,168,396
Warrants issued in Seventh private placement                                                           468,291
Eighth private placement ($5.50 cash per share)                  1,636,364           1,637           8,998,365
Share issuance costs                                                                                  (619,908)
Purchase of treasury stock (at cost)
Net loss
                                                                 ---------          ------         -----------

BALANCE AT DECEMBER 31, 1999                                     8,221,843          $8,222         $43,644,902
                                                                 =========          ======         ===========
</TABLE>

<TABLE>
<CAPTION>
                                                                   Deficit
                                                                 accumulated
                                                                 during the                                  Total
                                                                 development           Treasury          shareholders'
                                                                    stage                stock              equity
                                                                 ------------          ---------         -----------
<S>                                                              <C>                   <C>             <C>
          (carried forward)                                      $ (7,860,787)                         $   7,716,998

Exercise of warrants                                                                                      10,822,791
Share issuance costs                                                                                        (657,508)
Stock options and warrants issued for services                                                               660,000
Net loss                                                           (4,825,663)                            (4,825,663)
                                                                 ------------                            -----------

Balance at December 31, 1997                                      (12,686,450)                            13,716,618

Exercise of warrants                                                                                       1,281,957
Stock options and warrants issued for services                                                             1,920,111
Sixth private placement                                                                                    1,788,698
Warrants issued in Sixth private placement                                                                   211,302
Share issuance costs                                                                                         (48,000)
Purchase of treasury stock (at cost)                                                   $ (67,272)            (67,272)
Net loss                                                           (8,412,655)                            (8,412,655)
                                                                 ------------          ---------         -----------

Balance at December 31, 1998                                      (21,099,105)           (67,272)         10,390,759

Exercise of warrants                                                                                          14,103
Stock options and warrants issued for services                                                                64,715
Seventh private placement ($8.75 cash per share)                                                           3,168,785
Warrants issued in Seventh private placement                                                                 468,291
Eighth private placement ($5.50 cash per share)                                                            9,000,002
Share issuance costs                                                                                        (619,908)
Purchase of treasury stock (at cost)                                                     (75,518)            (75,518)
Net loss                                                          (10,040,509)                           (10,040,509)
                                                                 ------------          ---------         -----------

BALANCE AT DECEMBER 31, 1999                                     $(31,139,614)         $(142,790)        $12,370,720
                                                                 =============         ==========        ===========
</TABLE>

The accompanying notes are an integral part of this statement.

                                       F-8
<PAGE>   42
                            Ortec International, Inc.
                        (a development stage enterprise)

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                                                 CUMULATIVE
                                                                                                                    FROM
                                                                                                                  MARCH 12,
                                                                                                                    1991
                                                                    Year ended December 31,                    (INCEPTION) TO
                                                         ------------------------------------------------       DECEMBER 31,
                                                            1999               1998               1997               1999
                                                         ----------         ----------         ----------        -----------
<S>                                                    <C>                <C>                <C>                <C>
Cash flows from operating activities
   Net loss                                            $(10,040,509)      $ (8,412,655)      $ (4,825,663)      $(31,139,614)
   Adjustments to reconcile net loss to net cash
     used in operating activities
       Depreciation and amortization                        597,528            438,778            314,433          1,683,833
       Unrealized (gain) loss on marketable
         securities                                                                               (55,800)            11,404
       Realized loss on marketable securities                                                                          5,250
       Non-cash stock compensation and interest              64,715          1,920,111            660,000          2,796,826
       Purchases of marketable securities                    (6,298)       (17,540,589)        (1,528,235)       (19,075,122)
       Sales of marketable securities                       771,956         18,358,964                            19,130,920
       (Increase) decrease in assets
         Prepaid expenses                                       588               (588)             7,616
         Other current assets                                  (625)             6,001             (5,117)            (1,699)
       Increase (decrease) in liabilities
         Accounts payable and accrued liabilities           762,650            253,727           (110,356)         1,556,647
                                                         ----------         ----------         ----------        -----------

       Net cash used in operating activities             (7,849,995)        (4,976,251)        (5,543,122)       (25,031,555)
                                                         ----------         ----------         ----------        -----------

Cash flows from investing activities
   Purchases of property and equipment, excluding
       capital leases                                      (705,277)        (1,099,666)          (303,053)        (3,320,351)
   Payments for patent applications                        (124,917)           (79,056)           (26,856)          (641,186)
   Organization costs                                                                                                (10,238)
   Deposits                                                     787             22,517            (22,965)           (28,927)
   Purchases of marketable securities                                                                               (594,986)
   Sale of marketable securities                                                                                     522,532
                                                         ----------         ----------         ----------        -----------

       Net cash used in investing activities               (829,407)        (1,156,205)          (352,874)        (4,073,156)
                                                         ----------         ----------         ----------        -----------
</TABLE>


                                      F-9
<PAGE>   43
                            Ortec International, Inc.
                        (a development stage enterprise)

                      STATEMENTS OF CASH FLOWS (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                                  CUMULATIVE
                                                                                                                     FROM
                                                                                                                   MARCH 12,
                                                                                                                     1991
                                                                    Year ended December 31,                     (INCEPTION) TO
                                                        --------------------------------------------------       DECEMBER 31,
                                                            1999               1998               1997               1998
                                                        ------------       ------------       ------------       ------------
<S>                                                     <C>                <C>                <C>                  <C>
Cash flows from financing activities
    Proceeds from issuance of notes payable                                                                      $    515,500
    Proceeds from issuance of common stock              $ 12,419,181       $  5,700,393       $  8,404,355         43,779,164
    Share issuance expenses                                 (387,908)           (48,000)          (657,508)        (2,963,605)
    Purchase of treasury stock                               (75,518)           (67,272)                             (142,790)
    Proceeds from issuance of loans payable                   20,379            600,000            325,850          1,446,229
    Repayment of capital lease obligations                   (30,706)           (41,853)           (24,940)          (102,053)
    Repayment of loan payable                               (111,678)           (93,390)           (72,733)          (308,207)
    Repayment of notes payable                                                                                       (515,500)
                                                        ------------       ------------       ------------       ------------

       Net cash provided by financing activities          11,833,750          6,049,878          7,975,024         41,708,738
                                                        ------------       ------------       ------------       ------------

       NET INCREASE (DECREASE)  IN
          CASH AND CASH EQUIVALENTS                        3,154,348            (82,578)         2,079,028         12,604,027

Cash and cash equivalents at beginning of period           9,449,679          9,532,257          7,453,229               --
                                                        ------------       ------------       ------------       ------------

Cash and cash equivalents at end of period              $ 12,604,027       $  9,449,679       $  9,532,257       $ 12,604,027
                                                        ============       ============       ============       ============

Supplemental disclosures of cash flow information:
   Noncash financing activities
     Capital lease obligations                          $       --         $       --         $    100,367       $    118,903
     Deferred offering costs included in
       accrued professional fees                                --                 --                 --              314,697
     Forgiveness of rent payable                                --                 --                 --               40,740
        Share issuance expenses - warrants                   232,000               --                 --              232,000

   Cash paid for interest                                    100,418            153,677             47,884            316,771
   Cash paid for income taxes                                 53,671             38,442             20,529            113,762
</TABLE>

The accompanying notes are an integral part of these statements.


                                      F-10
<PAGE>   44
                            Ortec International, Inc.
                        (a development stage enterprise)

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 1999 and 1998



NOTE A - FORMATION OF THE COMPANY AND BASIS OF PRESENTATION

     Formation of the Company

     Ortec International, Inc. ("Ortec" or the "Company") was incorporated in
     March 1991 as a Delaware corporation to secure and provide funds for the
     further development of the technology developed by Dr. Mark Eisenberg of
     Sydney, Australia, to replicate in the laboratory, composite cultured skin
     for use in skin transplant procedures (the "Technology"). Pursuant to a
     license agreement dated June 7, 1991, Dr. Eisenberg had granted Ortec a
     license for a term of ten years, with automatic renewals by Ortec for two
     additional ten-year periods, to commercially use and exploit the Technology
     for the development of products. In April 1998, Dr. Eisenberg assigned his
     patent for the Technology to Ortec for no consideration.

     The Skin Group, Ltd. (the "Skin Group") also was formed as a Delaware
     corporation, in March 1991, to raise funds for development of the
     Technology. On July 27, 1992, the Skin Group was merged with and into
     Ortec. Owners of Skin Group shares were given .83672 of an Ortec share for
     each Skin Group share. The merger was accounted for as if it were a pooling
     of interests and, accordingly, the accompanying financial statements
     include the accounts of the Skin Group for all periods presented.

     Basis of Presentation

     The Company is a development stage enterprise, and has neither realized any
     operating revenue nor has any assurance of realizing any future operating
     revenue. Successful future operations depend upon the successful
     development and marketing of the Composite Cultured Skin.

     Initial Public Offering

     On January 19, 1996, the Company completed an initial public offering
     ("IPO") of 1,200,000 units. Each unit consisted of one share of the
     Company's common stock, one Class A warrant to purchase one share of common
     stock at $10, of which 1,083,780 were exercised and the balance was not
     exercised and has expired as of December 31, 1998, and one Class B warrant
     to purchase one share of common stock at $15, of which 11,400 were
     exercised as of December 31, 1999. The Class B warrants were originally set
     to expire in January 1999. The Company has extended the expiration date to
     March 31, 2000. The Class B warrants are subject to redemption by the
     Company at $.01 per warrant.


                                      F-11
<PAGE>   45
                            Ortec International, Inc.
                        (a development stage enterprise)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 1999 and 1998



NOTE A (CONTINUED)

     The IPO raised gross proceeds of approximately $6,000,000, of which
     $800,000, $537,500 and approximately $315,000 were used to pay underwriting
     commissions, notes payable and deferred offering costs, respectively,
     thereby providing the Company with net proceeds of approximately
     $4,347,500.


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     1.  Research and Development Costs

         All research and development costs, including payments related to
         products under development and research consulting agreements, are
         expensed when incurred.

     2.  Depreciation and Amortization

         Property and equipment are carried at cost, less any grants received
         for construction. In 1996, the Company received a $400,000 grant toward
         the construction of its new laboratory and office facilities and it
         received an additional grant of $130,000 in 1998. (see Note I).


         Office furniture and equipment and laboratory equipment are depreciated
         on the straight-line basis over the estimated lives of the assets (5
         years). Leasehold improvements are amortized over the shorter of the
         term of the related lease or life of the asset.

     3.  Patent Application Costs

         Patent application costs relate primarily to the Company's U.S. patent
         application and consist of legal fees and other direct fees. The
         recoverability of the patent application costs is dependent upon, among
         other matters, obtaining FDA approval for use on the underlying
         technology as a medical device.


                                      F-12
<PAGE>   46
                            Ortec International, Inc.
                        (a development stage enterprise)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 1999 and 1998



NOTE B (CONTINUED)

     4.  Foreign Currency Translation

         The Company conducts some of its research and development at its
         laboratory in Sydney, Australia. However, because all Australian
         expenditures are funded from the United States, the Company has
         determined that the functional currency of its Australian office is the
         U.S. dollar. Accordingly, current assets and current liabilities are
         translated using the exchange rate in effect at the balance sheet date,
         and income and expense accounts are translated at the average rate in
         effect during the year. Unrealized gains and losses arising from the
         translation of foreign currency are included in the results of
         operations for all periods presented. Noncurrent assets are translated
         at historical rates.

     5.  Use of Estimates

         In preparing financial statements in conformity with generally accepted
         accounting principles, management is required to make estimates and
         assumptions that affect the reported amounts of assets and liabilities
         and disclosure of contingent assets and liabilities at the date of the
         financial statements, as well as the reported amounts of revenues and
         expenses during the reporting period. Actual results could differ from
         those estimates.

     6.  Income Taxes

         Deferred tax assets and liabilities are recognized for the estimated
         future tax consequences attributable to differences between the
         financial statement carrying amounts of existing assets and liabilities
         and their respective tax bases. Deferred tax assets and liabilities are
         measured using enacted tax rates in effect for the years in which those
         temporary differences are expected to be recovered or settled. The
         effect on deferred tax assets and liabilities of a change in tax rates
         is recognized in income in the period that includes the enactment date.

     7.  Cash and Cash Equivalents

         For purposes of the statement of cash flows, the Company considers all
         highly liquid debt instruments purchased with original maturities of
         three months or less to be cash equivalents. Cash equivalents consist
         principally of money market funds. The market value of the cash
         equivalents approximates cost.


                                      F-13
<PAGE>   47
                            Ortec International, Inc.
                        (a development stage enterprise)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 1999 and 1998



NOTE B (CONTINUED)

     8.  Net Loss Per Share

         Net loss per common share is based on the weighted-average number of
         common shares outstanding during the periods.

         Basic net loss per share excludes dilution and is computed by dividing
         loss available to common shareholders by the weighted-average common
         shares outstanding for the period. Diluted net loss per share reflects
         the weighted-average common shares outstanding plus the potential
         dilutive effect of securities or contracts which are convertible to
         common shares, such as options, warrants, and convertible preferred
         stock.

         Options and warrants to purchase shares of common stock of 1,122,500
         and 764,091, respectively, remain outstanding at December 31, 1999, but
         were not included in the computation of diluted net loss per share
         because to do so would have been antidilutive for the periods
         presented. (See Notes G and H.)

     9.  Impairment of Long-Lived Assets

         The Company reviews long-lived assets and certain identifiable
         intangibles held and used for possible impairment whenever events or
         changes in circumstances indicate that the carrying amount of an asset
         may not be recoverable. The Company has determined that no provision is
         necessary for the impairment of long-lived assets at December 31, 1999.

    10.  Marketable Securities

         Pursuant to Statement of Financial Accounting Standards No. 115,
         "Accounting for Certain Investments in Debt and Equity Securities,"
         investments are classified in three categories. Those securities
         classified as "trading" or "available for sale" are reported at fair
         value. Debt securities classified as "held to maturity" are reported at
         amortized cost.


                                      F-14
<PAGE>   48
                            Ortec International, Inc.
                        (a development stage enterprise)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 1999 and 1998



NOTE C - CONCENTRATION OF CREDIT RISK

     The Company maintains cash and cash equivalent balances and marketable
     securities at four financial institutions located in New York City. The
     accounts are insured by the Securities Investors Protection Corporation up
     to $500,000 and the FDIC up to $100,000. Uninsured balances aggregate to
     approximately $11,458,000 and $9,288,000 at December 31, 1999 and 1998,
     respectively. The Company has not experienced any losses in such accounts
     and believes it is not exposed to any significant credit risk.


NOTE D - PATENTS

     Patent application costs are stated at cost less amortization computed by
     the straight-line method principally over 14 years. The Company's U.S.
     patent was issued in 1994 and expires in 2011.

     There can be no assurance that any patent will provide commercial benefits
     to the Company.


NOTE E - CAPITAL LEASE OBLIGATION

     The Company has entered into several capital lease agreements with terms of
     two to three years at effective interest rates ranging from 12.22% to
     15.48%. The future minimum lease payments and the present value of the net
     minimum lease payments as of December 31, 1999 are as follows:


                                      F-15
<PAGE>   49
                            Ortec International, Inc.
                        (a development stage enterprise)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 1999 and 1998



NOTE E (CONTINUED)

<TABLE>
<S>                                                                   <C>
      Year ending December 31,
          2000                                                        $5,302
      Less amount representing interest                                  151
                                                                      ------

      Present value of net minimum lease payments                     $5,151
                                                                      ======

      Current portion                                                 $5,151
                                                                      ======
</TABLE>


     As of December 31, 1999 and 1998, the Company has recorded $118,903 in
     equipment purchased under capital leases and $113,856 and $85,026 in
     accumulated amortization, respectively.


NOTE F - LOAN PAYABLE

     During 1996, the Company obtained a loan from the landlord of its new
     laboratory for the construction of, and equipment for, the leased facility.
     During 1997, the Company modified the terms of the loan as a result of
     increased build-out costs incurred in the construction of the facility. An
     adjustment has been made in 1997 to record additional interest and
     principal. The adjusted loan payments are due in monthly installments of
     $10,103, including interest at an effective rate of 7.98%, through July
     2006.

     During 1998, the Company obtained an additional loan from the landlord for
     improvements to the leased facility. During 1999, the Company modified the
     terms of the additional loan as a result of increased build-out costs
     incurred. The adjusted loan payments are due in monthly installments of
     $7,605, including interest at an effective rate of 8.6%, through March
     2008.


                                      F-16
<PAGE>   50
                            Ortec International, Inc.
                        (a development stage enterprise)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 1999 and 1998



NOTE F (CONTINUED)

     Minimum payments to be made under the terms of the loans are as follows:

<TABLE>
<CAPTION>
     Year ending December 31,
<S>                                                              <C>
          2000                                                   $  212,503
          2001                                                      212,503
          2002                                                      212,503
          2003                                                      212,503
          2004                                                      212,503
          2005 and thereafter                                       496,179
                                                                 ----------

                                                                  1,558,694
      Less amount representing interest                             391,740
                                                                 ----------

      Net present value of future loan payments                  $1,166,954
                                                                 ==========

      Current portion                                               122,097
      Noncurrent portion                                         $1,044,857
                                                                 ----------

                                                                 $1,166,954
                                                                 ==========
</TABLE>

NOTE G - EQUITY TRANSACTIONS

     In January 1993, Ortec effected a stock split and granted twenty new shares
     of common stock of $.001 par value for each outstanding share of common
     stock. This stock split is retroactively reflected in the accompanying
     financial statements and all references to shares are to the new shares
     with per share amounts appropriately adjusted.

     Pursuant to an agreement between Dr. Eisenberg and the other founders (the
     "Other Founders"), a business relationship was formed by the founders for
     the manufacture and sale of products derived from the Technology (the
     "Business Agreement"). Under the terms of the Business Agreement, Dr.
     Eisenberg, who was the owner of all the capital stock of Ortec (600,000
     shares) agreed to license the Technology to Ortec and sell 70% of Ortec's
     shares for a purchase price of $1,000,000 to the Skin Group. Dr. Eisenberg
     was paid $85,000 in connection with this agreement as reimbursement for his
     expenses ($35,000 during the period from inception (March 12, 1991) to
     December 31, 1991 and $50,000 during the year ended December 31, 1992).


                                      F-17
<PAGE>   51
                            Ortec International, Inc.
                        (a development stage enterprise)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 1999 and 1998



NOTE G (CONTINUED)

     The "Other Founders" initially owned all of the stock of the Skin Group
     (953,820 shares). In March 1991, the Skin Group issued, in a private
     placement, 217,440 shares for $65,000. In June and October 1991, the Skin
     Group issued 130,160 and 18,860 shares, to a director of the Company (the
     "Director") for $150,000 and $100,000, respectively. Commencing in November
     1991, the Skin Group issued 79,480 shares under a second private placement
     for $750,006 (including 26,460 shares during the year ended December 31,
     1992). On July 27, 1992, the Skin Group was merged with and into Ortec.

     Also under the second private placement 22,860 shares of Ortec were issued
     for $215,467. In addition, the Director was granted warrants to purchase
     7,360 shares of Ortec at $9.425 per share.

     Pursuant to a stock purchase agreement entered into with the Director in
     June 1992, 53,040 shares of Ortec were sold to the Director for a total
     purchase price of $499,998. In addition, the Director was granted warrants
     to purchase 79,570 shares at an exercise price of $9.425 per share, such
     warrants were exercised on December 29, 1998. The purchase price was
     payable in installments and shares and warrants were issued in installments
     pro rata with the payment of the purchase price. During the years ended
     December 31, 1993 and 1992, the Director paid $200,000 and $299,998,
     respectively, and was issued 21,220 and 31,820 shares, respectively.

     Further, in connection with the Director's purchase of the 53,040 shares,
     in 1993, the Other Founders granted to the Director options to purchase
     from them an aggregate of 74,000 Ortec shares, at a price of $5 per share.
     In 1993, the Director exercised such option in part, and purchased 49,000
     shares from the Other Founders at the option price of $5 per share. The
     remaining balance of such options expired April 15, 1994.

     Pursuant to a third private placement that commenced in January 13, 1993,
     and concluded on March 31, 1993, Ortec sold an aggregate of 109,650 shares
     at $10 per share ($1,096,500). Subsequent to such offering, in 1993, the
     Company sold an additional 22,500 shares at $10 per share ($225,000). In
     connection with such purchases, all purchasers received certain
     registration rights.

     Pursuant to a Stock Purchase Agreement dated July 19, 1993, by and between
     Ortec and the Home Insurance Company ("Home Insurance"), the Company sold
     to Home Insurance 111,111 shares of common stock for an aggregate purchase
     price of $999,999, or $9 per share. In connection with such purchase, Home
     Insurance received certain registration rights.

                                      F-18
<PAGE>   52
                            Ortec International, Inc.
                        (a development stage enterprise)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 1999 and 1998



NOTE G (CONTINUED)

     In addition, in 1993, the Company issued 600 shares to an individual as
     compensation for commissions in connection with the sale of the Company's
     shares. Such commissions are included in share issuance expenses. The stock
     issued was valued at $10 per share.

     In August 1993, the Director entered into a stock option agreement with Dr.
     Eisenberg and the Other Founders, pursuant to which he received the right
     to purchase an aggregate of 100,000 shares owned by such persons in various
     amounts and at various times, at a purchase price of $10 per share. As of
     December 31, 1993, the Director had exercised options and purchased 5,000
     shares under such agreement at $10 per share. The remaining balance of such
     options has expired.

     Pursuant to a fourth private placement consummated in July 1994, Ortec sold
     an aggregate of 39,451 shares at between $10 and $10.25 per share for
     aggregate proceeds of $397,712.

     Pursuant to a Stock Purchase Agreement dated July 22, 1994, between Ortec
     and Home Insurance, the Company sold to Home Insurance 50,000 shares of
     common stock for an aggregate purchase price of $500,000, or $10 per share.
     In connection with such purchase, Home Insurance received certain
     registration rights and warrants to purchase 10,000 shares of common stock
     at $12 per share, which expired on July 21, 1997.

     On January 19, 1996, the Company completed an initial public offering
     ("IPO") of 1,200,000 units for aggregate proceeds of $6,000,000. Each unit
     consisted of one share of the Company's common stock, one Class A warrant
     to purchase one share of common stock at $10 and one Class B warrant to
     purchase one share of common stock at $15. As of December 31, 1998,
     1,083,780 Class A warrants were exercised and the balance expired
     unexercised. The Class B warrants were originally set to expire in January
     1999. The Company extended the expiration date to March 31, 2000. In
     addition, on August 3, 1999, the Company's shareholders approved a
     resolution authorizing the Board of Directors to reduce the exercise price
     of the Class B warrants from $15 per share to such lower price as the Board
     of Directors determines to be in the Company's best interests, provided
     such reduced exercise price is no less than a price which is thirty (30%)
     percent below the market value of the common stock at the time of such
     reduction. The Class B warrants are subject to redemption by the Company at
     $.01 per warrant. The Company received gross proceeds of approximately
     $1,282,000 and $10,823,000 and net proceeds of approximately $1,262,000 and
     $10,165,000 as a result of the exercise of warrants in 1998 and 1997,
     respectively.


                                      F-19
<PAGE>   53
                            Ortec International, Inc.
                        (a development stage enterprise)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 1999 and 1998



NOTE G (CONTINUED)

     In November 1996, the Company completed a private placement of its
     securities from which it received gross proceeds of $6,220,797 and net
     proceeds of approximately $5,733,000 (after deducting approximately
     $487,000 in placement fees and other expenses of such private placement).
     The Company sold 959,106 shares of common stock in such private placement
     at average prices of $6.49 per share. In addition, the Company granted
     five-year warrants to placement agents to purchase such number of shares
     equal to 10% of the number of shares of common stock sold by such placement
     agents, exercisable at prices equal to 120% of the prices paid for such
     shares. Pursuant to the purchasers' request, the Company registered all
     959,106 shares.

     During 1992 and 1993, the Company issued warrants to purchase 6,660 shares
     at $9.425 per share, and during 1995 the Company issued warrants to
     purchase 2,000 shares at $10 per share to members of the Scientific
     Advisory Board of the Company. During 1996 and 1997, the Company issued
     warrants to purchase 242,101 shares at $6 to $12 per share to the Director
     and certain others. These warrants expire at various dates through November
     2001.

     On January 20, 1996, the Company granted "lock-up warrants" entitling
     shareholders to purchase an aggregate of 389,045 shares of the Company's
     common stock at a price of $1.00 per share. All such warrants expire on
     January 18, 2000. At different times during 1996, seven persons exercised
     such warrants and purchased 33,885 shares of common stock at the $1.00 per
     share exercise price. The issuance of such lock-up warrants was in
     consideration for such shareholders signing lock-up agreements agreeing not
     to sell or transfer shares of the Company's common stock purchased at
     prices of $9.00 or more per share until January 20, 1997. At different
     times during the third quarter of 1997, eight persons exercised such
     warrants and purchased an aggregate of 21,210 shares of common stock at the
     $1.00 per share exercise price. During 1998, nine persons exercised such
     warrants and purchased an aggregate of 96,077 shares of common stock at the
     $1.00 per share exercise price. During 1999, five persons exercised such
     warrants and purchased an aggregate of 14,103 shares of common stock at the
     $1.00 per share exercise price. There were no underwriting discounts or
     commissions given or paid in connection with any of the foregoing warrant
     exercises.

     During the third quarter of 1997, the Company granted to one person and its
     seven designees four-year warrants to purchase an aggregate of 37,500
     shares of common stock, at an exercise price of $12.00 per share. Such
     warrants are not exercisable until July 18, 1998 and were granted in
     consideration for consulting services rendered to the Company.


                                      F-20
<PAGE>   54
                            Ortec International, Inc.
                        (a development stage enterprise)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 1999 and 1998



NOTE G (CONTINUED)

     During the fourth quarter of 1997, the Company granted to one person and
     its six designees four-year warrants to purchase an aggregate of 37,500
     shares of common stock, at an exercise price of $12.00 per share. Such
     warrants are not exercisable until July 18, 1998 and were granted in
     consideration for consulting services rendered to the Company.

     During 1998, warrants for 18,700 shares, mentioned in the two previous
     paragraphs, were exercised utilizing the cashless exercise option of the
     warrant agreement. The Company issued 6,204 shares under this exercise.

     During the third quarter of 1997, the Company granted to one person a
     one-year warrant to purchase an aggregate of 625 shares of common stock, at
     an exercise price of $12.00 per share. Such warrants were granted in
     consideration for consulting services rendered to the Company. The warrant
     was exercised during 1998.

     The Company recorded consulting expense of approximately $64,000 as a
     result of these grants during the year ended December 31, 1998.

     During the fourth quarter of 1997, the Company granted five-year warrants
     to its three executive officers to purchase an aggregate of 240,000 shares
     of common stock, at an exercise price of $12.00 per share. Such warrants
     were granted in consideration for services rendered to the Company. The
     exercise of such warrants is contingent upon the occurrence of certain
     events, which were considered probable at December 31, 1997. As of December
     31, 1998, five of the six events have occurred so that 185,000 of those
     warrants are now vested. As a result, the Company recorded compensation
     expense of approximately $80,000 in December 1997 and $1,185,000 for the
     year ended December 31, 1998. The balance of the warrants became vested
     upon the exercise of warrants owned by a director in December 1998 in
     accordance with the terms of certain compensation provisions as approved by
     the Company's Board of Directors.

     In consideration for services rendered by him as a director of the Company
     in the five-year period from 1992 to 1996 for which he never received
     compensation, the Company extended by one year to December 31, 1998 the
     expiration date of warrants owned by a director to purchase an aggregate of
     86,930 shares, exercisable at $9.425 per share. As a result, the Company
     recorded compensation expense of approximately $420,000, during the fourth
     quarter of 1997. All of these warrants were exercised on December 29, 1998.


                                      F-21
<PAGE>   55
                            Ortec International, Inc.
                        (a development stage enterprise)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 1999 and 1998



NOTE G (CONTINUED)

     During the fourth quarter of 1998, the Company granted five-year options to
     its three executive officers to purchase an aggregate of 520,750 shares of
     common stock, at exercise prices ranging from $12.13 to $12.44 per share.
     The exercise of such options was contingent upon the occurrence of certain
     events. All of these options became vested upon the exercise of warrants
     owned by a director in December 1998 in accordance with the terms of
     certain compensation provisions as approved by the Company's Board of
     Directors. As a result, the Company recorded compensation expense of
     approximately $495,000 in December 1998.

     In December 1998, the Company completed a private placement of its
     securities from which it received proceeds of $2,000,000. In addition, the
     Company granted three-year warrants to the Purchaser to purchase 50,000
     shares at $12 per share. The Company sold 200,000 shares of common stock in
     such private placement. The Company assigned value to the common stock and
     warrants issued of $1,788,698 and $211,302 based upon the relative fair
     market value of the stock at the date of issuance and the estimated fair
     value of the warrants using the Black-Scholes option pricing model.

     In March 1999, the Company completed a private placement of 389,156 shares
     of its common stock to twenty investors from which it received proceeds of
     approximately $3,405,000. In addition, each investor also received a
     three-year warrant to purchase 20% of the number of shares of the Company's
     common stock such investor purchased in such private placement. The prices
     at which such warrants are exercisable are $12.50 per share for one half,
     and $14.50 per share for the other half, of the number of shares issuable
     upon exercise of such warrants. The Company assigned value to the common
     stock and warrants issued to the investors of $3,168,785 and $236,291 based
     upon the relative fair market value of the stock at the date of issuance
     and the estimated fair market value of the warrants using the Black-Scholes
     option pricing model. Oscar Gruss & Son, Incorporated ("Gruss") acted as
     placement agent in such private placement. For its services as placement
     agent, the Company paid Gruss $272,406 and granted Gruss a five-year
     warrant to purchase an aggregate of 38,915 shares of the Company's common
     stock at an exercise price of $10.50 per share. The value assigned to the
     Gruss warrants was $232,000. Other share issuance costs amounted to
     $106,002.

     In December 1999, the Company completed a private placement of 1,636,364
     shares of its common stock to two institutional funds from which it
     received proceeds of approximately $9,000,000. Share issuance costs
     amounted to approximately $9,500.


                                      F-22
<PAGE>   56
                            Ortec International, Inc.
                        (a development stage enterprise)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 1999 and 1998



NOTE G (CONTINUED)

     The following table summarizes warrant activity during the period from
     March 12, 1991 (inception) through December 31, 1999 (excluding the Class A
     and B warrants which were issued during the IPO):

<TABLE>
<CAPTION>
                                                                                         Price range              Shares
                                                                                       ---------------           ---------
<S>                                                                                    <C>                       <C>
       March 12, 1991 (inception) to December 31, 1991
           Granted                                                                         $ 9.425                    7,360
                                                                                                                  ---------

       Balance, December 31, 1991                                                            9.425                    7,360
           Granted                                                                           9.425                   55,080
                                                                                                                  ---------

       Balance, December 31, 1992                                                            9.425                   62,440
           Granted                                                                      9.425 - 12.00                48,230
                                                                                                                  ---------

       Balance, December 31, 1993                                                       9.425 - 12.00               110,670
           Granted                                                                           12.00                   10,000
                                                                                                                  ---------

       Balance, December 31, 1994                                                       9.425 - 12.00               120,670
           Granted                                                                           10.00                    4,000
           Expired                                                                           9.425                   (2,680)
                                                                                                                  ---------

       Balance, December 31, 1995                                                       9.425 - 12.00               121,990
           Granted                                                                       1.00 - 10.00               511,606
           Exercised                                                                         1.00                   (33,885)
           Expired                                                                          12.00                    (2,450)
                                                                                                                  ---------

       Balance, December 31, 1996                                                        1.00 - 12.00               597,261
           Granted                                                                      12.00 - 14.25               330,625
           Expired                                                                          12.00                   (10,000)
                                                                                                                  ---------

       Balance, December 31, 1997                                                        1.00 - 14.25               917,886
           Granted                                                                      12.00 - 14.00                75,000
           Exercised                                                                     1.00 - 12.00              (205,852)
           Expired                                                                          12.00                  (108,425)
                                                                                                                  ---------

       Balance, December 31, 1998                                                        1.00 - 14.25               678,609
            Granted                                                                     12.50 - 14.50               116,745
            Exercised                                                                        1.00                   (14,103)
            Expired                                                                      6.00 - 9.425               (17,160)
                                                                                                                  ---------

       BALANCE, DECEMBER 31, 1999                                                       $1.00 - 14.25               764,091
                                                                                                                  =========
</TABLE>


                                      F-23
<PAGE>   57
                            Ortec International, Inc.
                        (a development stage enterprise)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 1999 and 1998



NOTE H - STOCK OPTIONS AND WARRANTS

     In April 1996, the Board of Directors and stockholders approved the
     adoption of a stock option plan (the "Plan"). The Plan provides for the
     grant of options to purchase up to 350,000 shares of the Company's common
     stock. These options may be granted to employees, officers of the Company,
     nonemployee directors of the Company and consultants to the Company. The
     Plan provides for granting of options to purchase the Company's common
     stock at not less than the fair value of such shares on the date of the
     grant.

     In August 1998, the stockholders and Board of Directors ratified and
     approved an amended and restated 1996 Stock Option Plan increasing the
     maximum number of shares of the Company's common stock for which stock
     options may be granted from 350,000 to 1,550,000 shares.

     The following table summarizes the stock option activity through December
     31, 1999:

<TABLE>
<CAPTION>
                                                                              Weighted
                                                                              average
                                                                              exercise
                                                           Number              price
                                                         ---------           ---------
<S>                                                      <C>                 <C>
     Granted - adoption of stock option plan               156,000             $ 7.08
                                                         ---------

     Balance, December 31, 1996                            156,000               7.08

     Granted                                               123,000              11.94
     Forfeited, expired                                     (3,000)              6.63
                                                         ---------

     Balance, December 31, 1997                            276,000               9.25

     Granted                                               689,750              12.10
     Exercised                                              (6,750)              7.42
     Forfeited, expired                                    (14,500)             11.19
                                                         ---------

     Balance, December 31, 1998                            944,500              11.17

     Granted                                               399,000              10.87
     Forfeited, expired                                   (221,000)             14.93
                                                         ---------

     BALANCE, DECEMBER 31, 1999                          1,122,500             $10.33
                                                         =========
</TABLE>


                                      F-24
<PAGE>   58
                            Ortec International, Inc.
                        (a development stage enterprise)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 1999 and 1998



NOTE H (CONTINUED)

     As of December 31, 1999, options outstanding for 947,950 shares were
     exercisable at the weighted-average exercise price of $10.74, and the
     weighted remaining contractual life was approximately 4.18 years. The
     exercise price for all stock options awarded has been determined by the
     Board of Directors of the Company.

     The following table summarizes option data as of December 31, 1999:

<TABLE>
<CAPTION>
                                                             Weighted
                                                              average          Weighted                          Weighted
                                                             remaining          average                           average
           Range of                          Number         contractual        exercise          Number          exercise
      exercise prices                      outstanding         life              price         exercisable         price
      ---------------                      -----------         ----              -----         -----------         -----
<S>                                       <C>               <C>               <C>              <C>               <C>
      $6.25 to  $ 7.38                      336,500            5.11           $  6.56            222,200         $  6.53
      $8.50 to  $10.50                      162,750            3.58              9.12            120,000            8.99
      $12.00 to $14.25                      607,750            3.85             12.47            593,000           12.46
      $18.50 to $21.38                       15,500            3.36             20.72             12,750           20.81
                                          ---------                                              -------
                                          1,122,500            4.18            $10.33            947,950          $10.74
                                          =========                                              =======
</TABLE>

     In October 1995, the Financial Accounting Standards No. 123 ("SFAS No.
     123"), "Accounting for Stock-Based Compensation," established financial
     accounting and reporting standards for stock-based employee compensation
     plans. The financial accounting standards of SFAS No. 123 permit companies
     to either continue accounting for stock-based compensation under existing
     rules or adopt SFAS No. 123 and reflect the fair value of stock options and
     other forms of stock-based compensation in the results of operations as
     additional expense. The disclosure requirements of SFAS No. 123 require
     companies which elect not to record the fair value in the statement of
     operations to provide pro forma disclosures of net income and earnings per
     share in the notes to the financial statements as if the fair value of
     stock-based compensation had been recorded.


                                      F-25
<PAGE>   59
                            Ortec International, Inc.
                        (a development stage enterprise)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 1999 and 1998



NOTE H (CONTINUED)

     The Company follows Accounting Principles Board Opinion No. 25 and its
     related interpretations in accounting for its stock-based compensation
     plans.

     The Company recognized approximately $1,696,000 and $480,000 of
     compensation expense for options and warrants issued to officers and
     directors of the Company in 1998 and 1997, respectively. Such options and
     warrants were accounted for as variable option grants. Such options and
     warrants had vested prematurely in December 1998, upon the exercise of
     warrants owned by a director of the Company, in accordance with the terms
     of certain compensation provisions provided for and approved by the
     Company's Board of Directors.

     The Company utilized the Black-Scholes option-pricing model to quantify the
     expense of options and warrants granted to nonemployees and the pro forma
     effects on net loss and net loss per share of the fair value of the options
     and warrants granted to employees during 1999. The following assumptions
     were made in estimating fair value.

<TABLE>
<S>                                                              <C>
       Risk-free interest rate                                   5%
       Expected option life                                      3 years
       Expected volatility                                       65%
</TABLE>

     Had compensation cost been determined under SFAS No. 123 for the year ended
     December 31, 1999, net loss and loss per share would have been increased as
     follows:

<TABLE>
<S>                                                         <C>
       Net loss
           As reported                                      $(10,040,509)
           Pro forma                                        $(11,149,970)

       Net loss per share
           As reported                                            $(1.51)
           Pro forma                                              $(1.68)
</TABLE>

     In addition, the Company recognized approximately $65,000, $160,000 and
     $180,000 in consulting expenses in 1999, 1998 and 1997, respectively, for
     options and warrants granted to independent consultants and investment
     bankers for services rendered to the Company.


                                      F-26
<PAGE>   60
                            Ortec International, Inc.
                        (a development stage enterprise)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 1999 and 1998



NOTE I - COMMITMENTS AND CONTINGENCIES

     Agreement With Dr. Eisenberg

     Pursuant to an amended agreement, the Company has engaged the services of
     Dr. Eisenberg as a consultant through August 31, 2005. The consulting
     agreement may be renewed for an additional two years unless terminated by
     either party prior to such renewal period. Under the agreement, Dr.
     Eisenberg is obligated to devote twenty hours per week to Company business
     and is entitled to an annual compensation for such services with annual
     increases, as defined, of not less than $3,000. In addition, Dr. Eisenberg
     is paid $58 per hour for services in excess of twenty hours per week. The
     agreement also provides for a bonus in the event the Company files for the
     registration of any patent. The bonus, which shall be determined by the
     Board of Directors of the Company, shall not be less than $30,000 per
     patent registration, but may not aggregate more than $60,000 during any
     twelve-month period. As of December 31, 1999 and for the cumulative period
     since inception, no bonuses have been earned by Dr. Eisenberg. For each of
     the years ended December 31, 1999, 1998 and 1997, Dr. Eisenberg earned
     approximately $78,000 for consulting services and approximately $615,000
     for the period from inception to December 31, 1999, which is included in
     research and development expense. Included in accrued professional fees at
     December 31, 1999 and 1998 are $37,494 and $31,411, respectively,
     representing unpaid consulting fees to Dr. Eisenberg.

     Manufacturing Agreements

     In October 1991, the Company entered into an agreement with Cornell
     University Medical College ("Cornell"), a medical institution in New York
     City, for Cornell to produce and supply the Company, on an exclusive basis
     and using Dr. Eisenberg's technology, all of the cultured skin equivalent
     necessary for the Company's use in human clinical tests in the United
     States. Fees earned by Cornell amounted to approximately $1,145,000 for the
     period from inception to December 31, 1996. The Cornell arrangement was
     terminated as of December 31, 1996.


                                      F-27
<PAGE>   61
                            Ortec International, Inc.
                        (a development stage enterprise)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 1999 and 1998



NOTE I (CONTINUED)

     In January 1997, the Company entered into an agreement with the New Jersey
     Center for Biomaterials and Medical Devices (the "New Jersey Center"),
     whereby the Company and the New Jersey Center will collaborate on research
     focusing on the development of collagen-based biomaterials for soft tissue
     repair, specifically targeting the development of a second generation
     collagen matrix to be used for the production of the Company's Composite
     Cultured Skin. The New Jersey Center is a cooperative research initiative
     sponsored by the University of Medicine and Dentistry of New Jersey,
     Rutgers University and the New Jersey Institute of Technology, and receives
     financial support from the New Jersey Commission of Science and Technology.
     The Company contributed $40,000 of the $100,000 cost of such research in
     1998 and $45,000 in 1999.

     Occupancy Arrangements

     The Company leases approximately 5,000 square feet of space in Sydney,
     Australia, on a month-to-month basis, in which the Company operates a
     research laboratory to conduct its research and development activities in
     Australia and to produce the Composite Cultured Skin used in the operations
     conducted in Australia. The Company pays rent in Australian dollars, which
     at the current rate of exchange, amounts to approximately US$33,000 per
     year. This space is rented from Dr. Mark Eisenberg's father on terms that
     the Company believes are not less favorable to it than for rental of
     similar space in Sydney, Australia, from nonrelated third parties.

     During the year ended December 31, 1995, Dr. Eisenberg's father waived the
     rights to $40,740 of unpaid rent which was accounted for as additional
     paid-in capital.

     Total rent expense under the lease for the years ended December 31, 1999,
     1998 and 1997, was approximately $33,000, $32,000 and $37,000,
     respectively.

     In March 1996, the Company entered into a five-year lease with Columbia
     University for the Company's new laboratory and offices in Columbia's new
     Audubon Biomedical Science and Technology Park in New York City.
     Construction of the new laboratory and office facility was completed in
     July 1996 and became fully operational in November 1996. In 1996, the
     Company also granted Columbia a warrant expiring March 2001 to purchase
     5,000 shares of common stock at an exercise price of $10 per share. In
     addition,


                                      F-28
<PAGE>   62
                            Ortec International, Inc.
                        (a development stage enterprise)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 1999 and 1998



NOTE I (CONTINUED)

     Columbia had agreed to provide the Company with a grant of $400,000 and a
     ten-year self-amortizing loan with interest at the rate charged by
     Columbia's bank for up to an additional $600,000, to build and equip the
     Company's laboratory. During 1998, the Company received the $600,000 loan
     and an additional grant of $130,000 and entered into two leases with
     Columbia for additional space in the building. The Company utilizes its
     laboratory facilities to produce its Composite Cultured Skin for use in the
     remaining FDA-approved human clinical trials and for further research to
     develop the Company's proprietary technology for treatment of other wounds.

     The Company conducts a major portion of its operations at a leased facility
     in New York, New York. The lease term for the original lease is five years,
     expiring in June 2001 and one year for the additional two leases. The
     minimum rental payments due over the term of the lease at December 31, 1998
     are as follows:

<TABLE>
<S>                                                         <C>
            Year ending December 31,
                      2000                                  $415,408
                      2001                                   140,403
                                                            --------
                                                            $555,811
                                                            ========
</TABLE>

     Total rent expense under the lease for the years ended December 31, 1999,
     1998 and 1997 was approximately $454,700, $241,800 and $129,700,
     respectively.


                                      F-29
<PAGE>   63
                            Ortec International, Inc.
                        (a development stage enterprise)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 1999 and 1998



NOTE I (CONTINUED)

     Government Regulation

     The Company is subject to extensive government regulation. Products for
     human treatment are subject to rigorous preclinical and clinical testing
     procedures as a condition for approval by the Food and Drug Administration
     ("FDA") and by similar authorities in foreign countries prior to commercial
     sale. Presently, the Company is continuing to submit the results of its
     human clinical trials to the FDA; however, it is not possible for the
     Company to determine whether the results achieved from the human clinical
     trials will be sufficient to obtain FDA approval.


NOTE J - RELATED PARTY TRANSACTIONS

     Prior to December 31, 1998, the "Other Founders" were paid fees for
     services rendered of approximately $980,000 in the aggregate, for the
     period from inception to December 31, 1998. In addition, in 1996, $140,000
     was paid to a director as cash compensation for services as placement agent
     in connection with the November 1996 private placement. Also, the director
     received 30,500 warrants (see Note G).

     In December 1997, the Company extended the expiration date on warrants to
     the director to purchase 86,930 shares, exercisable at $9.425 per share,
     resulting in compensation expense of approximately $420,000 (see Note G).

     The Company paid approximately $35,000 and $25,000 for the years ended
     December 31, 1997 and 1996, respectively, as fees for accounting services,
     to a stockholder (approximately $100,000 for the period from inception to
     December 31, 1997). Also during the year ended December 31, 1996, the
     Company repaid loans of approximately $247,000 from the net proceeds of the
     "IPO" to officers.

     Prior to June 1996, the Company's executive offices were located in office
     space leased by a company owned by an officer, founder and director of the
     Company on a rent-free basis.

     In December 1999, the Company completed a private placement of 1,636,364
     shares of its common stock from which it received proceeds of approximately
     $9,000,000. The price received of $5.50 per share was below the $7.00
     closing price of the shares of common stock when the sale was agreed to. Of
     such shares, 1,272,728 were sold to an affiliate group of mutual funds.
     Management believes that the Purchase Price of such private placement
     reflects an arms length transaction. (see Note G).


                                      F-30
<PAGE>   64
                            Ortec International, Inc.
                        (a development stage enterprise)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 1999 and 1998



NOTE J (CONTINUED)

     Change of Control

     In December 1998, the Company's Board of Directors authorized agreements
     between the Company and its four executive officers which state that, in
     the event of a "change of control," certain "special compensation
     arrangements" will occur. A "change of control" is defined as a change in
     the ownership or effective control of the Company or in the ownership of a
     substantial portion of the assets of the Company, but in any event if
     certain members of the Company's Board of Directors no longer constitute a
     majority of the Board of Directors. In the event that such change of
     control occurs, the agreements will provide three of its officers
     additional compensation, interest-free loans to exercise their stock
     options and warrants, and extensions of the expiration dates of all of
     their then outstanding options and warrants. In addition, for all four of
     the officers, in the event of a change of control, all unvested options and
     warrants will vest immediately upon such change of control.


NOTE K - INCOME TAXES

     The Company has deferred start-up costs for income tax purposes and intends
     to elect to amortize such costs over a period of 60 months, under Section
     195(b) of the Internal Revenue Code, when the Company commences operations.

     At December 31, 1999, the Company had net operating loss carryforwards of
     approximately $7,164,000 income tax purposes expiring through 2014. Due to
     the merger of Skin group with and into Ortec in July 1992, the net
     operating losses and other built-in deductions existing at that time are
     subject to annual limitations pursuant to Internal Revenue Code Section
     382. The Company's ability to utilize net operating losses and other
     built-in deductions generated after that date may be limited in the future
     due to additional issuances of the Company's common stock or other changes
     in control, as defined in the Internal Revenue Code and related
     regulations.


                                      F-31
<PAGE>   65
                            Ortec International, Inc.
                        (a development stage enterprise)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 1999 and 1998



NOTE K (CONTINUED)

     For financial statement purposes, a valuation allowance of approximately
     $12,760,000 and $8,372,000 at December 31, 1999 and 1998, respectively, has
     been recognized to offset entirely the deferred tax assets related to the
     Company's operating loss carryforwards and other temporary differences
     related to the deferral of start-up expenses for tax purposes, as the
     realization of such deferred tax assets is uncertain.

     Components of the Company's deferred tax asset are as follows:

<TABLE>
<CAPTION>
                                                               December 31,
                                                  ------------------------------------
                                                      1999                     1998
                                                  -----------               ----------
<S>                                              <C>                      <C>
     Net operating loss carryforwards            $  3,295,000             $  2,087,000
     Deferral of start-up costs                     9,465,000                6,285,000
                                                  -----------               ----------

                                                   12,760,000                8,372,000

     Valuation allowance                          (12,760,000)              (8,372,000)
                                                  -----------               ----------

     Net deferred tax asset                      $       --               $       --
                                                 ============             ============
</TABLE>

NOTE L - FOREIGN OPERATIONS

     The Company has a laboratory in Sydney, Australia. Summary financial
     information for the years ended December 31, 1999, 1998 and 1997 are as
     follows:

<TABLE>
<CAPTION>
                              1999                1998                1997
                            --------            --------            --------
<S>                         <C>                 <C>                 <C>
     Assets                 $ 14,000            $ 25,000            $ 23,000
     Liabilities               8,000                --                 7,000
     Expenses                290,000             247,000             232,000
</TABLE>

     Expenses are net of a foreign exchange gain of $1,407 and losses of $1,684
     and $5,698 for the years ended December 31, 1999, 1998 and 1997,
     respectively.


                                      F-32
<PAGE>   66
                            Ortec International, Inc.
                        (a development stage enterprise)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 1999 and 1998



NOTE M - FAIR VALUE OF FINANCIAL INSTRUMENTS

     Statement of Financial Accounting Standards No. 107 ("SFAS No. 107"), "Fair
     Value of Financial Instruments," requires disclosure of the estimated fair
     value of an entity's financial instrument assets and liabilities. For the
     Company, financial instruments consist principally of cash and cash
     equivalents and loan payable.

     The following methods and assumptions were used to estimate the fair value
     of each class of financial instrument for which it is practicable to
     estimate that value.

     Cash and Cash Equivalents

     The carrying value reasonably approximates fair value because of the short
     maturity of those instruments.

     Loan Payable

     Based on borrowing rates currently available to the Company for bank loans
     with similar terms and maturities, the carrying value of the Company's loan
     payable approximates the fair value.

NOTE N - SUBSEQUENT EVENT

     On January 20, 2000, the Board of Directors extended the expiration date of
     the Company's Class B warrants to March 31, 2000.


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