<PAGE>

                     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, 2000.
                               --------------

|_|     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, 2000
         -----                                --------------------------------

         Common                                           6,143,781

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


<PAGE>


                          HYMEDIX, INC. AND SUBSIDIARY

                                      INDEX
                                      -----
<TABLE>
<CAPTION>
                                                                                                       Page No.
                                                                                                       --------
<S>                                                                                                     <C>
PART I -     FINANCIAL INFORMATION

             Item 1.  Financial Statements

                      Consolidated Balance Sheets as of March 31, 2000
                      and December 31, 1999.                                                               3

                      Consolidated Statements of Operations for the
                      Three Months Ended March 31, 2000 and March 31, 1999.                                4

                      Consolidated Statements of Cash Flows for the
                      Three Months Ended March 31, 2000 and March 31, 1999.                                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                                                                                                15
</TABLE>

                                     - 2 -
<PAGE>


PART I - FINANCIAL INFORMATION

ITEM 1.      FINANCIAL STATEMENTS

                          HYMEDIX, INC. AND SUBSIDIARY
                           Consolidated Balance Sheets
<TABLE>
<CAPTION>
                                     ASSETS
                                     ------
                                                                      March 31, 2000       December 31, 1999
                                                                      --------------       -----------------
<S>                                                                  <C>                  <C>
                                   (Unaudited)

CURRENT ASSETS:

     Cash and cash equivalents                                         $     99,523          $    356,003
     Accounts receivable                                                     51,180                87,035
     Notes receivable from related party                                    205,000               203,600
     Inventories, net                                                        81,240                70,921
     Receivable from net operating loss sale                                     --               317,482
     Other current assets                                                    75,811                73,393
                                                                       ------------          ------------
         Total current assets                                               512,754             1,108,434
PROPERTY AND EQUIPMENT, NET                                                  27,102                   896
PATENTS, NET                                                                 22,777                30,637
SECURITY DEPOSIT                                                             59,040                59,040
                                                                       ------------          ------------
         Total assets                                                  $    621,673          $  1,199,007
                                                                       ============          ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:

     Notes payable                                                     $  3,946,979          $  3,946,979
     Accounts payable and accrued expenses                                3,038,295             3,108,276
     Accrued legal judgment and settlement                                   75,000               275,000
     Deferred revenue                                                        55,290                43,600
     Customer deposits                                                    1,208,000             1,208,000
                                                                       ------------          ------------

         Total current liabilities                                        8,323,564             8,581,855
                                                                       ------------          ------------

ACCRUED LEGAL JUDGMENT AND SETTLEMENT                                       182,500               212,500

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                                                (22,071,450)          (21,782,407)
     Subscription receivable                                             (1,500,000)           (1,500,000)
                                                                       ------------          ------------
         TOTAL STOCKHOLDERS' DEFICIT                                     (7,884,391)           (7,595,348)
                                                                       ------------          ------------
         TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                   $    621,673          $  1,199,007
                                                                       ============          ============
</TABLE>

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


                                     - 3 -
<PAGE>

                          HYMEDIX, INC. AND SUBSIDIARY

                      Consolidated Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>
                                              Three Months Ended March 31,
                                                2000                  1999
                                            -------------        -------------
<S>                                          <C>                <C>
REVENUES:

     Net product sales                        $   153,723         $   247,862
     License, royalty and distribution fees         2,291              65,954
     Research and development contracts            51,250              41,250
                                              -----------         -----------
         Total revenues                           207,264             355,066
                                              -----------         -----------

COSTS AND EXPENSES:

     Cost of sales                                 40,268              86,616
     Selling, general and administrative          270,466             282,156
     Research and development                     114,409             112,490
                                              -----------         -----------
         Total costs and expenses                 425,143             481,262
                                              -----------         -----------
              Loss from operations               (217,879)           (126,196)
                                              -----------         -----------

OTHER (EXPENSE) INCOME

     Interest expense                             (72,564)            (74,849)
     Other income                                   1,400             124,360
                                              -----------         -----------
         Total other (expense) income net         (71,164)             49,511
                                              -----------         -----------

              Net loss                        $  (289,043)        $   (76,685)
                                              -----------         -----------

BASIC LOSS PER COMMON SHARE                   $     (0.05)        $     (0.02)
                                              ===========         ===========

DILUTED LOSS PER COMMON SHARE                 $     (0.05)        $     (0.02)
                                              ===========         ===========

WEIGHTED AVERAGE COMMON
   SHARES OUTSTANDING                           6,143,781           5,713,500
                                              ===========         ===========

DILUTED AVERAGE COMMON
  SHARES OUTSTANDING                            6,143,781           5,713,500
                                              ===========         ===========
</TABLE>

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


                                     - 4 -
<PAGE>


                          HYMEDIX, INC. AND SUBSIDIARY

                      Consolidated Statements Of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                   Three Months Ended March 31,
                                                                      2000               1999
                                                                --------------      --------------
<S>                                                             <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

     Net loss                                                      $(289,043)        $ (76,685)
                                                                   ---------         ---------

     Adjustments to reconcile net loss to net cash used
     in operating activities:

              Depreciation and amortization                            8,367            11,277
              (Increase) decrease in:
                  Accounts receivable                                 35,855          (213,539)
                  Notes receivable from related party                 (1,400)               --
                  Inventories, net                                   (10,319)           (1,680)
                  Receivable from net operating loss sale            317,482                --
                  Other current assets                                (2,418)          (13,228)

              Increase (decrease) in:

                  Accounts payable and accrued expenses              (69,981)          198,568
                  Accrued legal judgment                            (230,000)               --
                  Deferred revenue                                    11,690            93,750
                      Total adjustments                               59,276            75,148
                                                                   ---------         ---------
                      Net cash used in operating activities         (229,767)           (1,537)

CASH FLOWS FROM INVESTING ACTIVITIES:

     Purchase of property and equipment                              (26,713)               --
                                                                   ---------         ---------

                      Net decrease in cash and cash equivalents     (256,480)           (1,537)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                       356,003            25,336
                                                                   ---------         ---------

CASH AND CASH EQUIVALENTS, END OF PERIOD                           $  99,523         $  23,799
                                                                   =========         =========
</TABLE>

The accompanying notes are an integral part of the interim consolidated
financial 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, 2000 and the
results of operations and cash flows for the three months ended March 31,
2000 and 1999. 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, 1999 related to the collection of a receivable previously
written off by the Company in a prior year.

3        CUSTOMER DEPOSITS

         During the third quarter of 1999, an agreement was signed between the
Company and one of the Company's major customers to assign all patent rights of
the Company with respect to intraocular lenses to the customer. A large portion
of the proceeds received were deferred due to the Company's failure to obtain a
release of such patent rights from the secured bondholders.

4        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:


                                     - 6 -

<PAGE>

<TABLE>
<CAPTION>
                                                                         Three Months Ended
                                                           March 31, 2000                  March 31, 1999
                                                           --------------                  --------------
<S>                                                        <C>                             <C>
Numerator:

     Net loss less preferred dividends of $34,193 and
     $34,361 for the period ended March 31, 2000
     and March 31, 1999, respectively                         $ (323,236)                     $ (111,046)
                                                              ----------                      ----------

Denominator:
     Weighted average common shares outstanding                6,143,781                       5,713,500
                                                               ---------                       ---------

BASIC LOSS PER COMMON SHARE                                       $(0.05)                         $(0.02)
                                                                  ======                          ======

Numerator:
     Net loss less preferred dividends of $34,193
     and $34,361 for the period ended March 31, 2000
     and March 31, 1999, respectively(A)                        (323,236)                       (111,046)
     Interest on Convertible Bonds for the period(A)                  --                              --

         Subtotal                                              (323,236)                        (111,046)
                                                               --------                         --------

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                        5,713,500
                                                              ---------                        ---------

         Subtotal                                             6,143,781                        5,713,500
                                                              ---------                        ---------


DILUTED LOSS PER COMMON SHARE                                    $(0.05)                          $(0.02)
                                                                 ======                           ======
</TABLE>

-------------------
    (A) None of the common shares issuable under the Company's stock option
plan of 292,705 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, 2000 and March 31,
1999.

                                     - 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,
2000 were $207,264 versus $355,066 for the same period in 1999, a decrease of
$147,802 or 41.6%. This decrease in revenues resulted mainly from (1)
decreased sales of $95,798 in international sales of skin care products, (2)
a decrease of $63,663 in license, royalty and distribution fees, offset by;
(3) an increase of $10,000 in research and development contract revenues,(4)
increased sales of $496 in domestic sales of skin care products, and (5)
increased sales of $1,163 in net sales of hydrogels. The decrease in
international sales of skin care products is primarily attributable to a
seasonal order cancellation by one of the Company's large customers due to
insufficient lead time for production of the rush order and the decrease in
license, royalty and distribution fees is primarily resulted from deferred
royalty due to the Company not satisfying all its obligations under the
agreement with a major customer.

                                     - 8 -
<PAGE>


COSTS AND EXPENSES

         Cost of sales for the three months ended March 31, 2000 was $40,268
versus $86,616, for the same period in 1999, a decrease of $46,348 or 53.5%.
This decrease in cost of sales was attributable to the 38.0% decrease in net
product sales and lower costs due to product mix. Selling, general and
administrative expenses decreased by $11,690 or 4.1% to $270,466 for the
three months ended March 31, 2000 from $282,156 for the same period of 1999.
The decrease was primarily due to lower employee related expenses. The
research and development costs for the three months ended March 31, 2000 were
$114,409 as compared to $112,490 for the same period in 1999, an increase of
$1,919 or 1.7%, mainly due to higher staff expenses.

OTHER (EXPENSE) INCOME, NET

         Total other (expense) income, decreased by $120,675 to an expense of
$71,164 for the three month period ended March 31, 2000, versus an income of
$49,511 for the same period in 1999 mainly attributable to the 1999
collection of a $122,960 receivable previously written off by the Company in
a prior year, offset by a $2,285 decrease in interest expense from the
previous year, which primarily resulted from the payment of legal judgment
and settlement.

         As a result of the decreased revenues described above for the three
months ended March 31, 2000 as compared to the same period of the prior year
and the decreased expenses described above for the same period of 2000 versus
the prior year, the Company incurred a net loss of $289,043 for the three
months ended March 31, 2000 as compared to the net loss of $76,685 for the
same period in 1999.

LIQUIDITY, CAPITAL RESOURCES AND CHANGES IN FINANCIAL CONDITION

         The Company had $99,523 in cash on hand on March 31, 2000 versus
$356,003 on December 31, 1999. The working capital deficit of $(7,810,810) on
March 31, 2000 represents an increase of $337,389 from the 1999 year-end
deficit level of $(7,473,421). The increase in working capital deficit was
primarily attributable to the net loss incurred in the three-month period
ended March 31, 2000.

         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,


                                     - 9 -
<PAGE>


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, 2000, 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.

         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, 2000, $110,000 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 believes that the Company will have
adequate resources to finance its operations in 2000. Management plans to
continue to seek and evaluate financing alternatives for the Company. 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 2000, there is no assurance that other sources of funds will
be available to the Company.


                                     - 10 -

<PAGE>

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.

The Company had a loss of $289,043 for the three months ended March 31, 2000
and had an accumulated deficit at March 31, 2000 of $7,884,391. 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. Management plans to continue to seek
and evaluate financing alternatives for the Company. 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 2000, 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.

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.


                                     - 11 -
<PAGE>


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.
               -------------------

               None.


                                     - 12 -
<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, 2000                 By:  /s/  CHARLES K. KLIMENT
                                           -----------------------------------
                                           Charles K. Kliment, President
                                           (Principal Executive Officer)



Date:     May 15, 2000                 By:  /s/  WILLIAM G. GRIDLEY, JR.
                                           -----------------------------------
                                           William G. Gridley, Jr., Chairman,
                                           Chief Financial Officer, (Secretary,
                                           Treasurer, Principal Financial
                                           Officer and Principal Accounting
                                           Officer), Director