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  June 30, 2002 .
                                           ---------------

[ ]   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.)


                          2227 US Highway One, PMB#222
                        North Brunswick, New Jersey 08902
          (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 July 31, 2002
            -----                            -------------------------------

            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 June 30, 2002 and
                   December 31, 2001                                           3

                   Consolidated Statements of Operations for the Three and
                   Six Months Ended June 30, 2002 and June 30, 2001            4

                   Consolidated Statements of Cash Flows for the Six Months
                   Ended June 30, 2002 and June 30, 2001                       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>
<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements

                          HYMEDIX, INC. AND SUBSIDIARY
                           Consolidated Balance Sheets

                                     ASSETS
                                     ------
                                                                  June 30,      December 31,
                                                                    2002            2001
                                                                ------------    ------------
                                                                 (Unaudited)
<S>                                                             <C>             <C>
CURRENT ASSETS:
  Cash and cash equivalents                                     $     22,488    $    165,566
  Accounts receivable                                                     --          20,321
  Inventories, net                                                    10,212          22,165
  Other current assets                                                 1,832           3,928
                                                                ------------    ------------
      Total current assets                                            34,532         211,980

PROPERTY AND EQUIPMENT, NET                                           39,477          46,203
SECURITY DEPOSIT                                                      59,040          59,040
                                                                ------------    ------------
      Total assets                                              $    133,049    $    317,223
                                                                ============    ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------
CURRENT LIABILITIES:
  Notes payable                                                 $  3,946,979    $  3,946,979
  Accounts payable and accrued expenses                            5,519,618       5,200,873
  Accrued legal judgment and settlement                               75,000          75,000
                                                                ------------    ------------
        Total current liabilities                                  9,541,597       9,222,852
                                                                ------------    ------------

ACCRUED LEGAL JUDGMENT AND SETTLEMENT                                 17,500          62,500
                                                                ------------    ------------
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                                            (23,613,107)    (23,155,188)
  Subscription receivable                                         (1,500,000)     (1,500,000)
                                                                ------------    ------------
      Total stockholders' deficit                                 (9,426,048)     (8,968,129)
                                                                ------------    ------------
      Total liabilities and stockholders' deficit               $    133,049    $    317,223
                                                                ============    ============
</TABLE>

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

                                      -3-
<PAGE>
<TABLE>
<CAPTION>

                          HYMEDIX, INC. AND SUBSIDIARY

                      Consolidated Statements of Operations
                                   (Unaudited)

                                                        Three Months Ended                Six Months Ended
                                                               June 30,                      June 30,
                                                      --------------------------    --------------------------
                                                         2002           2001           2002           2001
                                                      -----------    -----------    -----------    -----------
<S>                                                   <C>            <C>            <C>            <C>
REVENUES:

   Net product sales                                  $       220    $   189,304    $    61,112    $   375,081
   Right, license, royalty & distribution fees              6,250        396,502         16,466        458,173
   Research and development contracts                       6,250         10,750         17,000         21,500
                                                      -----------    -----------    -----------    -----------
      Total revenues                                       12,720        596,556         94,578        854,754
                                                      -----------    -----------    -----------    -----------
COSTS AND EXPENSES:

   Cost of sales                                               48         64,195         14,496        104,529
   Selling, general and administrative                    156,519        237,027        323,767        447,580
   Research and development                                28,535         73,556        100,270        149,799
                                                      -----------    -----------    -----------    -----------
      Total costs and expenses                            185,102        374,778        438,533        701,908
                                                      -----------    -----------    -----------    -----------
      (Loss) income from operations                      (172,382)       221,778       (343,955)       152,846
                                                      -----------    -----------    -----------    -----------

OTHER (EXPENSE) INCOME:
   Interest expense                                       (68,231)       (69,638)      (136,831)      (139,363)
   Other income                                            15,488         30,400         22,867         30,400
                                                      -----------    -----------    -----------    -----------
      Total other (expense) income, net                   (52,743)       (39,238)      (113,964)      (108,963)
                                                      -----------    -----------    -----------    -----------
      Net (loss) income                               $  (225,125)   $   182,540    $  (457,919)   $    43,883
                                                      ===========    ===========    ===========    ===========

BASIC (LOSS) INCOME PER
 COMMON SHARE:                                        $     (0.04)   $      0.02    $     (0.09)   $      0.00
                                                      ===========    ===========    ===========    ===========
DILUTED (LOSS) INCOME PER
 COMMON SHARE:                                        $     (0.04)   $      0.02    $     (0.09)   $      0.00
                                                      ===========    ===========    ===========    ===========
WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING                                     6,143,781      6,143,781      6,143,781      6,143,781
                                                      ===========    ===========    ===========    ===========
DILUTED WEIGHTED AVERAGE
 COMMON SHARES OUTSTANDING                              6,143,781      6,143,781      6,143,781      6,143,781
                                                      ===========    ===========    ===========    ===========
</TABLE>

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

                                      -4-
<PAGE>
<TABLE>
<CAPTION>

                          HYMEDIX, INC. AND SUBSIDIARY

                      Consolidated Statements of Cash Flows
                                   (Unaudited)

                                                                              Six Months Ended
                                                                                  June 30,
                                                                          -------------------------
                                                                             2002           2001
                                                                          ----------     ----------
<S>                                                                       <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

         Net (loss) income                                                $ (457,919)    $   43,883
                                                                          ----------     ----------
         Adjustments to reconcile net loss to net cash provided by
             operating activities:
                 Depreciation and amortization                                 6,726          6,727

                 (Increase) decrease in:
                     Accounts receivable                                      20,321       (444,722)
                     Note receivable from related party                          ---         20,000
                     Inventories, net                                         11,953         42,074
                     Other current assets                                      2,096         10,703

                 Increase (decrease) in:
                     Accounts payable and accrued expenses                   318,745        196,455
                     Accrued legal judgement                                 (45,000)       (45,000)
                                                                          ----------     ----------
                          Total adjustments                                  314,841       (213,763)
                                                                          ----------     ----------
                          Net cash used in operating activities             (143,078)      (169,880)
                                                                          ----------     ----------

                 Net decrease in cash and cash equivalents                  (143,078)      (169,880)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                               165,566        181,282
                                                                          ----------     ----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                  $   22,488     $   11,402
                                                                          ==========     ==========
</TABLE>

The accompanying notes to interim consolidated financial statements are an
integral part of these 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 June 30, 2002 and December
     31, 2001 and the results of operations and cash flows for the six months
     ended June 30, 2002 and 2001. The results of operations for interim periods
     are not necessarily indicative of the results to be expected for an entire
     fiscal year.

2.   RIGHT, LICENSE, ROYALTY AND DISTRIBUTION FEES

         During the second quarter of 2001, for cash needed in order to continue
     the Company's operation an agreement was signed between the Company and the
     sole distributor of the Company's hydrogel in cosmetics and personal care
     products for the buy out of the marketing and distribution agreement signed
     previously (the "Buy Out Agreement"). According to the Buy Out Agreement,
     the Company will no longer have sales related to the above-mentioned
     products in the future.

         Pursant to the current agreement, the ex-distributor received a
perpetual global and exclusive license for the manufacture and sale of all
grades of HYPAN(R) in the cosmetics and personal care industries and a complete
technology transfer. The Company also has to assign to the ex-distributor its
HYPAN(R) trademarks for use in the cosmetics and personal care industries. In
addition, the Company has to transfer all existing hydrogel inventories related
to the agreement.

         In exchange for giving up the manufacturing rights and royalties, the
     Company received $500,000 in three (3) payments.

3.   OTHER INCOME

         Substantially all of the other income recorded for the six months ended
     June 30, 2002 related to the interest earned for prior year income tax
     refund and undistributed interest on the deposits in the escrow account
     held by our escrow agent, and sales of obsolete properties and equipments
     whereas all of the other income recorded for the six months ended June 30,
     2001 related to the collection of a receivable previously written off by
     the Company in a prior year.

4.   (LOSS) INCOME 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             Six Months Ended
                                                               June 30,                      June 30,
                                                      --------------------------    --------------------------
                                                         2002            2001          2002           2001
                                                      -----------    -----------    -----------    -----------
<S>                                                   <C>            <C>            <C>            <C>
Numerator:
   Net (loss) income less preferred dividends
    of $34,193 for the three month periods
    and $68,386 for the six month periods
    ended June 30, 2002 and
    June 30, 2001 respectively                        $  (259,318)   $   148,347    $  (526,305)   $   (24,503)
                                                      -----------    -----------    -----------    -----------
Denominator:
   Weighted average common
    shares outstanding                                  6,143,781      6,143,781      6,143,781      6,143,781
                                                      -----------    -----------    -----------    -----------
BASIC (LOSS) INCOME PER
 COMMON SHARE                                         $     (0.04)   $      0.02    $     (0.09)   $      0.00

Numerator:
   Net (loss) income less preferred dividends
    of $34,193 for the three month periods
    and $68,386 for the six month periods
    ended June 30, 2002 and
    June 30, 2001 respectively                        $  (259,318)   $   148,347    $  (526,305)   $   (24,503)
                                                      -----------    -----------    -----------    -----------
   Interest on Convertible Bonds for the
    period (A)                                                 (A)            (A)            (A)            (A)
                                                      -----------    -----------    -----------    -----------

         Subtotal                                     $  (259,318)   $   148,347    $  (526,305)   $   (24,503)
                                                      -----------    -----------    -----------    -----------
Denominator:
   Weighted average common
    shares outstanding                                  6,143,781      6,143,781      6,143,781      6,143,781
                                                      -----------    -----------    -----------    -----------
   Common shares that would be issued
    in exchange for the Convertible Bonds
    assuming conversion at the beginning
    of the period                                              (A)            (A)            (A)            (A)
                                                      -----------    -----------    -----------    -----------

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

DILUTED (LOSS) INCOME PER
  COMMON SHARE                                        $     (0.04)   $      0.02    $     (0.09)   $      0.00
                                                      ===========    ===========    ===========    ===========
</TABLE>


(A)  None of the common shares issuable under the Company's stock option plan of
99,500 outstanding share 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 and six months ended June 30, 2002 and June 30, 2001.

                                      -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. The Company
         currently has very limited resources, and has been evicted by its
         landlord. There can be no assurance that it will be able to introduce
         its new products and technologies on a timely basis, if at all, or that
         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 and six months ended
June 30, 2002 were $12,720 and $94,578, respectively, versus $596,556 and
$854,754 for the same periods in 2001; a decrease of 97.9% and 88.9%,
respectively. The revenue decrease in net product sales resulted from a $175,404
decrease in net sales of hydrogels, a $13,311 decrease in BIONIQ export sales
and a $369 decrease in BIONIQ domestic sales during the three months ended June
30, 2002 compared to the same period of 2001. The decrease in net product sales
of $313,969 for the six months ended June 30, 2002 compared to the same period
of the previous year was due to a decrease of $261,261 in sales of hydrogels
(primarily occurring in the last three months of the period due to the
inventories transfer pursant to the Buy Out Agreement in 2001), a $51,795
decrease in BIONIQ export sales, and a $913 decrease in domestic sales of BIONIQ
products.

         Right, license, royalty and distributions fees decreased $390,252 and
$441,707, respectively for the three months and six months ended June 30, 2002,
compared to the prior year period. The decrease was primarily resulted from the
Buy Out Agreement. Revenue from research and development contracts decreased
$4,500 for the three months and six months ended June 30, 2002, from the same
period of 2001.

         Costs and Expenses

         Cost of sales for the three months and six months ended June 30, 2002
were $48 and $14,496, respectively, versus $64,195 and $104,529 for the same
periods in 2001, a decrease of 99.9% and 86.1%, respectively. The decrease for
the three and six months ended June 30, 2002 resulted mainly from the lower
sales and products mix. Selling, general and administrative expenses decreased
34.0% and 27.7% to $156,519 and $323,767 respectively, for the three months and

                                      -8-
<PAGE>

six months ended June 30, 2002 from the same period of 2001. The decrease was
principally due to lower employee related expenses and legal fees. The research
and development costs for the three months and six months ended June 30, 2002
were $28,535 and $100,270, respectively, as compared to $73,556 and $149,799 for
the same periods in 2001, a decrease of 61.2% and 33.1%, respectively, resulting
from decreased costs of the research and development staff.

         Other (Expense) Income

         Total other (expense) income net, for the three months and six months
ended June 30, 2002 was an expense of $52,743 and $113,964, respectively, versus
an expense of $39,238 and $108,963 for the same periods in 2001, increase of
$13,505 and $5,001, respectively. The increase in other expense for the three
months ended June 30, 2002 was mainly attributable to a decrease of $30,400
collection of a receivable previously written off by the Company in a prior
year, offset by an income of $15,488 on interest earned on the deposits in the
escrow account held by our escrow agent, and a $1,407 decrease in interest
expense from the previous year, which primarily resulted from the payment of
legal judgment and settlement whereas the increase for the six months ended June
30, 2002 from the same period of the prior year was attributable to a decrease
of $30,400 collection of a receivable mentioned above, offset by an income of
$15,488 on interest earned on the deposits in the escrow account held by our
escrow agent mentioned earlier, a $4,800 sales of obsolete properties and
equipments, and a $2,579 on interest earned for the prior year tax refund and a
$2,532 decrease in interest expense.

         As a result of the decreased revenues and expenses and increased other
expenses described above for the three months ended June 30, 2002 as compared to
the same period of the prior year, the Company incurred a loss of $225,125 for
the three months ended June 30, 2002, versus an income of $182,540 for the same
period of 2001. As a result of the decreased revenues and expenses and increased
other expenses described above, for the six months ended June 30, 2002 as
compared to the same period of the prior year, the Company incurred a loss of
$457,919 for the six months ended June 30, 2002 as compared to the net income of
$43,883 for the same period in 2001.

Liquidity, Capital Resources and Changes in Financial Condition

         The Company had $22,488 in cash and cash equivalents on hand on June
30, 2002 versus $165,566 on December 31, 2001. The working capital deficit of
$(9,507,065) on June 30, 2002 represents an increase of $496,193 from the
previous year-end deficit level of $(9,010,872). The increase in working capital
deficit was primarily attributable to the net loss incurred in the six-month
period ended June 30, 2002.

         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 the bond payable on demand.
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

                                       -9-
<PAGE>

Company is currently in default and the bonds payable on demand. 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 June 30, 2002, 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. 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. The Company does not have the ability to refund the $100,000
deposit.

         Management is not certain that the Company will find a facility to
continue its production and have adequate resources to finance its operations
for the remainder of 2002. A judgement in the amount of $367,500 has been
rendered against the Company, and the Company's landlord is seeking a judgment
of approximately $175,000 against the Company. Financing the judgement as well
as the Company's operations will be very difficult. It is very likely that cash
flow from operations will not be sufficient to fund the Company's operations and
obligations for the remainder of 2002.

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.

                                      -10-
<PAGE>

         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 $457,919 for the six months ended June
30, 2002 and had an accumulated deficit at June 30, 2002 of $9,426,048. The
Company has experienced ongoing losses from operations. The Company has a very
limited cash balance and is in technical default on all it's loans and leases.
It is very likely that cash flow from operations will not be sufficient to fund
the Company's operations for the remainder of 2002.

         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.
               --------

               99.1     Certification Pursuant to 18 U.S.C. Section 1350, as
                        Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                        Act of 2002.

               99.2     Certification Pursuant to 18 U.S.C. Section 1350, as
                        Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                        Act of 2002.


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

               None

                                      -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:  August 13, 2002                 By: /s/ GEORGE P. STOY
                                           -------------------------------------
                                           George P. Stoy
                                           Acting President
                                           (Acting Principal Executive Officer)


Date:  August 13, 2002                 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-