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


                                   Form 10-QSB


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

         For the quarterly period ended March 31, 2001
                                        --------------

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

For the transition period from ______________ to ______________.

                         Commission file number 0-19827

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

             Delaware                                         22-3279252
  -------------------------------                          ----------------
  (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                           Identification No.)

                    2245 Route 130, Dayton, New Jersey 08810
          ------------------------------------------------------------
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (732) 274-2288
                                                           --------------


Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.

                                 Yes [X] No [ ]

State the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

          Class                             Outstanding as of April 30, 2001
          -----                             --------------------------------
          Common                                       6,143,781

Transitional Small Business Disclosure Format (Check one):     Yes [ ] No [X]
<PAGE>

                          HYMEDIX, INC. AND SUBSIDIARY

                                      INDEX


                                                                        Page No.
                                                                        --------

PART I -  FINANCIAL INFORMATION

          Item 1.  Financial Statements

                   Consolidated Balance Sheets as of March 31, 2001
                   and December 31, 2000.                                   3

                   Consolidated Statements of Operations for the
                   Three Months Ended March 31, 2001 and March 31, 2000.    4

                   Consolidated Statements of Cash Flows for the
                   Three Months Ended March 31, 2001 and March 31, 2000.    5

                   Notes to Interim Consolidated Financial Statements       6

          Item 2.  Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                      8

PART II - OTHER INFORMATION

          Item 3.  Defaults Upon Senior Securities                         11

          Item 6.  Exhibits and Reports on Form 8-K                        11


SIGNATURES                                                                 12


                                      - 2 -
<PAGE>

PART I -  FINANCIAL INFORMATION
ITEM 1.   FINANCIAL STATEMENTS

                          HYMEDIX, INC. AND SUBSIDIARY
                           Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                     ASSETS
                                                                   March 31,     December 31,
                                                                     2001            2000
                                                                 ------------    ------------
                                                                  (Unaudited)
<S>                                                              <C>             <C>
CURRENT ASSETS:
     Cash and cash equivalents                                   $     46,957    $    181,282
     Accounts receivable                                               58,195          56,885
     Notes receivable from related party                               20,000          20,000
     Inventories, net                                                  56,333          67,097
     Other current assets                                              47,699          50,520
                                                                 ------------    ------------
         Total current assets                                         229,184         375,784
PROPERTY AND EQUIPMENT, NET                                            56,295          59,658
SECURITY DEPOSIT                                                       59,040          59,040
                                                                 ------------    ------------
         Total assets                                            $    344,519    $    494,482
                                                                 ============    ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
     Notes payable                                               $  3,946,979    $  3,946,979
     Accounts payable and accrued expenses                          4,699,895       4,703,262
     Accrued legal judgment and settlement                             75,000          75,000
     Deferred revenue                                                  22,061               0
                                                                 ------------    ------------

         Total current liabilities                                  8,743,935       8,725,241
                                                                 ------------    ------------

ACCRUED LEGAL JUDGMENT AND SETTLEMENT                                 107,500         137,500

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT:
     8% Senior Convertible Preferred Stock, $3.00 par value,
         800,000 shares authorized, 7,390 shares issued and
         outstanding                                                   22,170          22,170
     Preferred Stock, $.01 par value, 3,000 shares authorized,
         150 shares issued and outstanding                                  2               2
     Common Stock, $.001 par value, 20,000,000 shares
         authorized, 6,143,781 shares issued and outstanding            6,144           6,144
     Additional paid-in capital                                    15,658,743      15,658,743
     Accumulated deficit                                          (22,693,975)    (22,555,318)
     Subscription receivable                                       (1,500,000)     (1,500,000)
                                                                 ------------    ------------
         TOTAL STOCKHOLDERS' DEFICIT                               (8,506,916)     (8,368,259)
                                                                 ------------    ------------
         TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT             $    344,519    $    494,482
                                                                 ============    ============
</TABLE>

The accompanying notes to interim consolidated financial statements are an
integral part of these consolidated balance sheets.

                                      - 3 -
<PAGE>

                          HYMEDIX, INC. AND SUBSIDIARY

                      Consolidated Statements of Operations
                                   (Unaudited)


                                                         Three Months Ended
                                                             March 31,
                                                    ---------------------------
                                                        2001            2000
                                                    -----------     -----------

REVENUES:

     Net product sales                              $   185,777     $   153,723
     License, royalty and distribution fees              61,671           2,291
     Research and development contracts                  10,750          51,250
                                                    -----------     -----------
         Total revenues                                 258,198         207,264
                                                    -----------     -----------

COSTS AND EXPENSES:

     Cost of sales                                       40,334          40,268
     Selling, general and administrative                210,553         270,466
     Research and development                            76,243         114,409
                                                    -----------     -----------
         Total costs and expenses                       327,130         425,143
                                                    -----------     -----------
              Loss from operations                      (68,932)       (217,879)
                                                    -----------     -----------

OTHER (EXPENSE) INCOME
     Interest expense                                   (69,725)        (72,564)
     Other income                                             0           1,400
                                                    -----------     -----------
         Total other (expense) income net               (69,725)        (71,164)
                                                    -----------     -----------

              Net loss                              $  (138,657)    $  (289,043)
                                                    -----------     -----------

BASIC LOSS PER COMMON SHARE                         $     (0.03)    $     (0.05)
                                                    ===========     ===========

DILUTED LOSS PER COMMON SHARE                       $     (0.03)    $     (0.05)
                                                    ===========     ===========

WEIGHTED AVERAGE COMMON
   SHARES OUTSTANDING                                 6,143,781       6,143,781
                                                    ===========     ===========

DILUTED AVERAGE COMMON
  SHARES OUTSTANDING                                  6,143,781       6,143,781
                                                    ===========     ===========

The accompanying notes to interim consolidated financial statements are an
integral part of these consolidated statements.

                                      - 4 -
<PAGE>

                          HYMEDIX, INC. AND SUBSIDIARY

                      Consolidated Statements Of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                      Three Months Ended
                                                                          March 31,
                                                                  --------------------------
                                                                      2001           2000
                                                                  -----------    -----------
<S>                                                               <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                     $  (138,657)   $  (289,043)
                                                                  -----------    -----------

     Adjustments to reconcile net loss to net cash
        used in operating activities:
              Depreciation and amortization                             3,363          8,367
              (Increase) decrease in:
                  Accounts receivable                                  (1,310)        35,855
                  Notes receivable from related party                       0         (1,400)
                  Inventories, net                                     10,764        (10,319)
                  Receivable from net operating loss sale                   0        317,482
                  Other current assets                                  2,821         (2,418)

              Increase (decrease) in:
                  Accounts payable and accrued expenses                (3,367)       (69,981)
                  Accrued legal judgment                              (30,000)      (230,000)
                  Deferred revenue                                     22,061         11,690
                                                                  -----------    -----------
                      Total adjustments                                 4,332         59,276
                                                                  -----------    -----------
                      Net cash used in operating activities          (134,325)      (229,767)

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                                     0        (26,713)
                                                                  -----------    -----------

                      Net decrease in cash and cash equivalents      (134,325)      (256,480)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                        181,282        356,003
                                                                  -----------    -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                          $    46,957    $    99,523
                                                                  ===========    ===========
</TABLE>

The accompanying notes to interim consolidated financial statements are an
integral part of these consolidated statements.

                                      - 5 -
<PAGE>

                          HYMEDIX, INC. AND SUBSIDIARY

               Notes to Interim Consolidated Financial Statements


1.   INTERIM FINANCIAL STATEMENTS

              The unaudited consolidated financial statements have been prepared
     based upon financial statements of HYMEDIX, Inc. and its wholly owned
     subsidiary, HYMEDIX International, Inc. collectively (the Company).

              In the opinion of management, the accompanying interim
     consolidated financial statements of the Company reflect all adjustments,
     consisting of normal recurring accruals, necessary to present fairly, in
     all material respects, the Company's financial position as of March 31,
     2001 and the results of operations and cash flows for the three months
     ended March 31, 2001 and 2000. The results of operations for interim
     periods are not necessarily indicative of the results to be expected for an
     entire fiscal year.

2.   OTHER INCOME

              Substantially all of the other income recorded for the three
     months ended March 31, 2000 related to the collection of a receivable
     previously written off by the Company in a prior year.

                                      - 6 -
<PAGE>

3.   LOSS PER SHARE

              The Company has adopted Statement of Financial Accounting
     Standards No. 128, "Earnings Per Share," (SFAS 128), which requires
     presentation in the consolidated statements of operations of both basic and
     diluted earnings per share. The computation of both basic and diluted
     earnings per share were as follows:
<TABLE>
<CAPTION>

                                                            Three Months Ended
                                                                 March 31,
                                                        --------------------------
                                                           2001            2000
                                                        -----------    -----------
<S>                                                     <C>            <C>
Numerator:
     Net loss less preferred dividends of
       $34,193 for the period ended
       March 31, 2001 and
       March 31, 2000, respectively                     $  (172,850)   $  (323,236)
                                                        -----------    -----------

Denominator:
     Weighted average common
       shares outstanding                                 6,143,781      6,143,781
                                                        -----------    -----------

BASIC LOSS PER COMMON SHARE                             $     (0.03)   $     (0.05)
                                                        ===========    ===========



Numerator:
     Net loss less preferred dividends of
        $34,193 for the period ended
        March 31, 2001 and
        March 31, 2000, respectively (A)                   (172,850)      (323,236)
     Interest on Convertible Bonds for the period (A)            --             --
                                                        -----------    -----------

         Subtotal                                          (172,850)      (323,236)
                                                        -----------    -----------

Denominator:
     Weighted average common
       shares outstanding
Common shares that would be issued in exchange
    for the Convertible Bonds assuming conversion
    at the beginning of the period (A)                    6,143,781      6,143,781
                                                        -----------    -----------

         Subtotal                                         6,143,781      6,143,781
                                                        -----------    -----------


DILUTED LOSS PER COMMON SHARE                           $     (0.03)   $     (0.05)
                                                        ===========    ===========
</TABLE>

(A) None of the common shares issuable under the Company's stock option plan of
159,784 outstanding shares or common shares issuable upon conversion of the
preferred stock and convertible bonds were included in the above earnings per
share calculations because their inclusion would be anti-dilutive for both the
three months ended March 31, 2001 and March 31, 2000.

                                      - 7 -
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

               THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE
         MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF
         THE SECURITIES EXCHANGE ACT OF 1934. ACTUAL RESULTS COULD DIFFER
         MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS AS A
         RESULT OF THE RISK FACTORS SET FORTH BELOW. THE INDUSTRY IN WHICH THE
         COMPANY COMPETES IS CHARACTERIZED BY RAPID CHANGES IN TECHNOLOGY AND
         FREQUENT NEW PRODUCT INTRODUCTIONS. THE COMPANY BELIEVES THAT ITS
         LONG-TERM GROWTH DEPENDS LARGELY ON ITS ABILITY TO CONTINUE TO ENHANCE
         EXISTING PRODUCTS AND TO INTRODUCE NEW PRODUCTS AND TECHNOLOGIES THAT
         MEET THE CONTINUALLY CHANGING REQUIREMENTS OF CUSTOMERS. WHILE THE
         COMPANY HAS DEVOTED SIGNIFICANT RESOURCES TO THE DEVELOPMENT OF NEW
         PRODUCTS AND TECHNOLOGIES, THERE CAN BE NO ASSURANCE THAT IT CAN
         CONTINUE TO INTRODUCE NEW PRODUCTS AND TECHNOLOGIES ON A TIMELY BASIS
         OR THAT CERTAIN OF ITS PRODUCTS AND TECHNOLOGIES WILL NOT BE RENDERED
         NONCOMPETITIVE OR OBSOLETE BY ITS COMPETITORS.


         Overview

         HYMEDIX, Inc. ("HYMEDIX") was incorporated in Delaware on December 20,
1993 as a wholly-owned subsidiary of Servtex International Inc. (the
"Predecessor"). On February 23, 1994, the Predecessor merged with and into
HYMEDIX, Inc. and, concurrently, a wholly-owned subsidiary of the Predecessor
was merged with and into HYMEDIX International, Inc. ("HYMEDIX International")
which resulted in HYMEDIX International becoming a wholly-owned subsidiary of
HYMEDIX. As used in this Form 10-QSB, unless the context otherwise requires, the
term "Company" collectively means HYMEDIX, HYMEDIX International and their
respective predecessors.


RESULTS OF OPERATIONS

         Revenues

         The Company's total revenues for the three months ended March 31, 2001
were $258,198 versus $207,264 for the same period in 2000, an increase of
$50,934 or 24.6%. This increase in revenues resulted mainly from (1) an increase
of $59,380 in license, royalty and distribution fees, (2) increased sales of
$19,610 in international sales of skin care products, (3) increased sales of
$13,015 in net sales of hydrogels, offset by; (4) a decrease $40,500 in research
and development contract revenues, and (5) a decrease of $571 in domestic sales
of skin care products.

         Costs and Expenses

         Cost of sales for the three months ended March 31, 2001 was $40,334
versus $40,268, for the same period in 2000, an increase of $66 or 0.2%. This
increase in cost of sales was attributable to the 20.9% increase in net product
sales offset by lower costs due to product mix. Selling, general and
administrative expenses decreased by $59,913 or 22.2% to $210,553 for the three
months ended March 31, 2001 from $270,466 for the same period of 2000. The
decrease was primarily due to lower employee related expenses. The research and
development costs for the three months ended March 31, 2001 were $76,243 as
compared to $114,409 for the same period in 2000, a decrease of $38,166 or
33.4%, mainly due to lower staff expenses.

                                      - 8 -
<PAGE>

         Other (Expense) Income, Net

         Total other expense, decreased by $1,439 to $69,725 for the three month
period ended March 31, 2001, versus $71,164 for the same period in 2000 mainly
attributable to the decrease in interest expense from the previous year, which
primarily resulted from the payment of legal judgment and settlement.

         As a result of the increased revenues described above for the three
months ended March 31, 2001 as compared to the same period of the prior year and
the decreased expenses described above for the same period of 2001 versus the
prior year, the Company incurred a lower net loss of $138,657 for the three
months ended March 31, 2001 as compared to the net loss of $289,043 for the same
period in 2000.

LIQUIDITY, CAPITAL RESOURCES AND CHANGES IN FINANCIAL CONDITION

         The Company had $46,957 in cash on hand on March 31, 2001 versus
$181,282 on December 31, 2000. The working capital deficit of $(8,514,751) on
March 31, 2001 represents an increase of $165,294 from the 2000 year- end
deficit level of $(8,349,457). The increase in working capital deficit was
primarily attributable to the net loss incurred in the three-month period ended
March 31, 2001.

         The Company's two term loans, advanced to the Company by licensees
pursuant to license agreements, in the principal amounts of $1,500,000 and
$900,000, respectively, each have been classified as current liabilities as they
are in technical default as a result of certain interest payments that have not
been made.

         During the first quarter of 1996, the Company issued a convertible bond
in the principal amount of $150,000 (the "September Bond") pursuant to a
Convertible Bond Purchase Agreement effective March 5, 1996, by and among the
Company, HYMEDIX International and Su Chen Huang. The September Bond bears
interest at a rate of 7% per annum and matured (after being extended) on March
31, 1998. The Company is currently in default and there is no change in the
status of the bond. The September Bond is convertible in whole at any time prior
to payment or prepayment into one hundred fifty thousand (150,000) shares of
common stock of the Company. Interest on the September Bond is payable at
maturity or upon prepayment or conversion thereof.

         In April of 1996, the Company issued convertible bonds in the aggregate
principal amount of approximately $981,000 (the "June Bonds") pursuant to a
Convertible Bond Purchase Agreement effective February 27, 1996, by and among
the Company, HYMEDIX International, First Taiwan Investment and Development,
Inc. and the Purchasers (as defined therein). The June Bonds bear interest at a
rate of 7% per annum and matured (after being extended) on March 31, 1998. The
Company is currently in default and there is no change in the status of the
bonds. The June Bonds are convertible in whole or in part at any time prior to
payment or prepayment into one thousand (1,000) shares of common stock for the
Company for each one thousand dollars ($1,000) of principal amount outstanding.
Interest on the June Bonds is payable at maturity or upon prepayment or
conversion thereof.

         Both the June Bonds and the September Bond are structured in such a way
as to permit the Company, subject to certain terms and conditions, including
approval of the Bondholders (as thereinafter defined), to make withdrawals from
a special account (the "Special Account") up to the principal amount of the
bonds on a periodic basis and to require the Company to reduce the amount
withdrawn with respect to the Special Account by making payments into the
Special Account. As of March 31, 2001, the Company had made various withdrawals
from and repayments to the Special Account.

         Pursuant to a Security Agreement dated as of August 8, 1996, by and
among the Company and the Bondholder Representative (as defined therein), in
order to induce the Purchasers and Su Chen Huang (collectively, the
"Bondholders") to approve future withdrawals by the Company from the special
account, the Company granted to the Bondholder Representative, for the ratable
benefit of the Bondholders, a security interest in all of the Company's assets
and properties.

                                      - 9 -
<PAGE>

         In June of 1997, the Company received a payment of a $100,000
refundable deposit from a potential distributor with whom the Company has
reached an agreement in principle regarding certain aspects of the Company's
consumer skin care business. The Company has agreed to grant the distributor an
option to negotiate an agreement with the Company with respect to the Company's
skin care product in certain territories or to match the terms of any such
agreement that the Company may negotiate with a third party, on a right-of-first
refusal basis. This option expires on the earlier of June 30, 2001 or the date
on which the Company reaches any such third party agreement. The $100,000
deposit would be refundable to the distributor in the event any such third party
agreement is consummated or creditable against amounts payable under any
definitive agreement between the Company and this distributor. This option is
subject to negotiation and execution of a definitive agreement regarding this
matter.

         A judgement in the amount of $367,500 has been rendered against the
Company. In July 1999, the Company reached an agreement to make monthly
installments over the next four years. As of March 31, 2001, $185,000 was paid.
The Company also entered an agreement to settle certain litigation against the
Company for $200,000 plus interest to be paid over thirty-six months beginning
on January 1, 2000. In January 2000, the full amount of $200,000 was paid.
Financing the judgement as well as the Company's operations will be difficult.
Management is not certain that the Company will have adequate resources to
finance its operations in 2001. In the event that cash flow from operations and
the anticipated proceeds from the financing, if any, are not sufficient to fund
the Company's operations and obligations in 2001, there is no assurance that
other sources of funds will be available to the Company.

RISK FACTORS AND CAUTIONARY STATEMENTS

         When used in this Form 10-QSB and in future filings by the Company with
the Securities and Exchange Commission, the Company's press releases and in oral
statements made with the approval of an authorized executive officer, the words
or phrases "will likely result", "are expected to", "will continue", "is
anticipated", "estimate", "project", or similar expressions are intended to
identify "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements are subject to certain
risks and uncertainties, including those discussed under this caption "Risk
Factors and Cautionary Statements," that could cause actual results to differ
materially from historical earnings and those presently anticipated or
projected. The Company wishes to caution readers not to place undue reliance on
any such forward-looking statements, which speak only as of the date made, and
wishes to advise readers that the factors listed below could cause the Company's
actual results for future periods to differ materially from any opinions or
statements expressed with respect to future periods in any current statements.

         The Company will NOT undertake and specifically declines any obligation
to publicly release the result of any revisions which may be made to any
forward-looking statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or unanticipated
events.

         o        The Company had a loss of $138,657 for the three months ended
March 31, 2001 and had an accumulated deficit at March 31, 2001 of $8,506,916.
The Company has experienced ongoing losses from operations. The Company has a
limited cash balance and is in technical default on its loans. There can be no
assurance that the Company's revenues will grow sufficiently to fund its
operations and achieve profitability. In the event that cash flow from
operations and the anticipated proceeds from a financing, if any, are not
sufficient to fund the Company's operations in 2001, there can be no assurance
that other sources of funds will be available to the Company.

         o        The Company's revenues and income are derived primarily from
the development and commercialization of medical and skin care products. The
medical and skin care products industry is highly competitive. Such competition
could negatively impact the Company's market share and therefore reduce the
Company's revenues and income. Competition may also result in a reduction of
average unit prices paid for the Company's products. This, in turn, could reduce
the percentage of profit margin available to the Company for its product sales.

                                     - 10 -
<PAGE>

         o        The Company's future operating results are dependent on its
ability to develop, produce and market new and innovative products and
technologies, and to successfully enter into favorable licensing and
distribution relationships. There are numerous risks inherent in this complex
process, including rapid technological change and the requirement that the
Company develop procedures to bring to market in a timely fashion new products
and services that meet customers' needs. There can be no assurance that the
Company will be able to successfully develop and commercialize any new products
or technologies.

         o        Historically, the Company's operating results have varied from
fiscal period to fiscal period; accordingly, the Company's financial results in
any particular fiscal period are not necessarily indicative of results for
future periods.

         o        The Company may offer a broad variety of products and
technologies to customers around the world. Changes in the mix of products and
technologies comprising revenues could cause actual operating results to vary
from those expected.

         o        The Company's success is partly dependent on its ability to
successfully predict and adjust production capacity to meet demand, which is
partly dependent upon the ability of external suppliers to deliver components
and materials at reasonable prices and in a timely manner; capacity or supply
constraints, as well as purchase commitments, could adversely affect future
operating results.

         o        The Company offers its products and technologies directly and
through indirect distribution channels. Changes in the financial condition of,
or the Company's relationship with, distributors, licensees and other indirect
channel partners, could cause actual operating results to vary from those
expected.

         o        The Company does business and continues to seek to develop
business on a worldwide basis. Global and/or regional economic factors and
potential changes in laws and regulations affecting the Company's business,
including without limitation, currency exchange rate fluctuations, changes in
monetary policy and tariffs, and federal, state and international laws
regulating its products, could impact the Company's financial condition or
future results of operations.

         o        The market price of the Company's securities could be subject
to fluctuations in response to quarter to quarter variations in operating
results, market conditions in the medical and skin care products industry, as
well as general economic conditions and other factors external to the Company.

PART II - OTHER INFORMATION

Item 3.   Defaults Upon Senior Securities.

                  The information regarding the default of certain senior
                  securities of the Company is stated in Item 2. Management's
                  Discussion and Analysis of Financial Condition and Results of
                  Operations -- Liquidity and Capital Resources and is
                  incorporated herein by reference.

Item 6.   Exhibits and Reports on Form 8-K.

          (a)  Exhibits.
               --------

               None

          (b)  Reports on Form 8-K.
               -------------------

          A report on Form 8-K was filed by the Company on February 15, 2001 and
an amendment thereto was filed by the Company on February 26, 2001 to report
that on January 31, 2001, the Board of Directors of the Company authorized the
Company to engage O'Connor Davies Munns & Dobbins, LLP ("ODMD") rather than
Arthur Andersen LLP ("AA") as the Company's independent public accountants for
the fiscal year ending December 31, 2000, subject to the Company confirming
acceptance by ODMD of such appointment and notifying AA. On January 31, 2001,
the Company advised ODMD and AA of its decision. On January 31, 2001, ODMD
advised the Company that it accepted the appointment and the Company officially
engaged ODMD as its independent public accountants for the fiscal year ending
December 31, 2000. AA served as the Company's independent public accountants and
auditors since 1996. AA was dismissed by the Board of Directors as of January
31, 2001. The Company's decision to employ ODMD rather than AA was the result of
the Company's decision to lower its expenses in connection with its quarterly
reporting and year end audit requirements.

                                     - 11 -
<PAGE>
                                   SIGNATURES


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


                                          HYMEDIX, INC.
                                          (Registrant)



Date:     May 15, 2001                    By: /s/ CHARLES K. KLIMENT
                                              ----------------------------------
                                              Charles K. Kliment
                                              President (Principal Executive
                                                Officer)



Date:     May 15, 2001                    By: /s/ WILLIAM G. GRIDLEY, JR.
                                              ----------------------------------
                                              William G. Gridley, jr.
                                              Chairman, Chief Financial Officer,
                                              (Secretary, Treasurer, Principal
                                              Financial Officer and Principal
                                              Accounting Officer), Director


                                     - 12 -