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  September 30, 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 October 31, 2001
            -----                           ----------------------------------

           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 September 30, 2001
                   and December 31, 2000                                            1

                   Consolidated Statements of Operations for the Three
                   and Nine Months Ended September 30, 2001 and
                   September 30, 2000                                               2

                   Consolidated Statements of Cash Flows for the Nine Months
                   Ended September 30, 2001 and September 30, 2000                  3

                   Notes to Interim Consolidated Financial Statements               4

          Item 2.  Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                              7

PART II - OTHER INFORMATION

          Item 6.  Exhibits and Reports on Form 8-K                                13


SIGNATURES                                                                         14
</TABLE>

                                       i
<PAGE>

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements


                          HYMEDIX, INC. AND SUBSIDIARY
                           Consolidated Balance Sheets

                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
                                                                   September 30,       December 31,
                                                                        2001               2000
                                                                   -------------      -------------
                                                                    (Unaudited)
<S>                                                                <C>                <C>
CURRENT ASSETS:
     Cash and cash equivalents                                     $     158,699      $     181,282
     Accounts receivable                                                     300             56,885
     Note receivable from related party                                       --             20,000
     Inventories, net                                                     35,444             67,097
     Other current assets                                                 37,458             50,520
                                                                   -------------      -------------
         Total current assets                                            231,901            375,784
Property and Equipment, Net                                               49,568             59,658
Security Deposit                                                          59,040             59,040
                                                                   -------------      -------------
         Total assets                                              $     340,509      $     494,482
                                                                   =============      =============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------
CURRENT LIABILITIES:
     Notes payable                                                 $   3,946,979      $   3,946,979
     Accounts payable and accrued expenses                             4,881,378          4,703,262
     Accrued legal judgment and settlement                                75,000             75,000
                                                                   -------------      -------------
              Total current liabilities                                8,903,357          8,725,241
                                                                   -------------      -------------
ACCRUED LEGAL JUDGMENT AND SETTLEMENT                                     77,500            137,500
                                                                   -------------      -------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT:
     8% Senior Convertible Preferred Stock, $3.00 par value per share,
         800,000 shares authorized, 7,390 shares issued and
         outstanding                                                      22,170             22,170
     Preferred Stock, $.01 par value per share,
         3,000 shares authorized,
         150 shares issued and outstanding                                     2                  2
     Common Stock, $.001 par value per share, 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                                             (22,827,407)       (22,555,318)
     Subscription receivable                                          (1,500,000)        (1,500,000)
                                                                   -------------      -------------
         Total stockholders' deficit                                  (8,640,348)        (8,368,259)
                                                                   -------------      -------------
         Total liabilities and stockholders' deficit               $     340,509      $     494,482
                                                                   =============      =============
</TABLE>

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

                                      - 1 -
<PAGE>

                          HYMEDIX, INC. AND SUBSIDIARY

                      Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                           Three Months Ended                  Nine Months Ended
                                                              September 30,                       September 30,
                                                     ------------------------------      ------------------------------
                                                         2001              2000              2001              2000
                                                     ------------      ------------      ------------      ------------
<S>                                                  <C>               <C>               <C>               <C>
REVENUES:

     Net product sales                               $     10,926      $    172,091      $    386,007      $    539,478
     Right, license, royalty & distribution fees            3,508            34,489           461,681            37,614
     Research and development contracts                    10,750            12,250            32,250            79,750
                                                     ------------      ------------      ------------      ------------
         Total revenues                                    25,184           218,830           879,938           656,842
                                                     ------------      ------------      ------------      ------------

COSTS AND EXPENSES:

     Cost of sales                                             30            34,388           104,559           121,824
     Selling, general and administrative                  200,172           204,579           647,752           714,168
     Research and development                              71,401            79,419           221,200           298,687
                                                     ------------      ------------      ------------      ------------
         Total costs and expenses                         271,603           318,386           973,511         1,134,679
                                                     ------------      ------------      ------------      ------------
         Loss from operations                            (246,419)          (99,556)          (93,573)         (477,837)
                                                     ------------      ------------      ------------      ------------

OTHER (EXPENSE) INCOME:
     Loss on sale of assets                                    --                --                --           (12,460)
     Interest expense                                     (69,553)          (70,958)         (208,916)         (214,566)
     Other income                                              --                --            30,400           165,400
                                                     ------------      ------------      ------------      ------------
         Total other expense, net                         (69,553)          (70,958)         (178,516)          (61,626)
                                                     ------------      ------------      ------------      ------------
         Net loss                                    $   (315,972)     $   (170,514)     $   (272,089)     $   (539,463)
                                                     ============      ============      ============      ============

BASIC LOSS PER
 COMMON SHARE:                                       $      (0.06)     $      (0.03)     $      (0.06)     $      (0.10)
                                                     ============      ============      ============      ============

DILUTED LOSS PER
 COMMON SHARE:                                       $      (0.06)     $      (0.03)     $      (0.06)     $      (0.10)
                                                     ============      ============      ============      ============

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.

                                      - 2 -
<PAGE>

                          HYMEDIX, INC. AND SUBSIDIARY

                      Consolidated Statements Of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                 Nine Months Ended
                                                                                    September 30,
                                                                           ------------------------------
                                                                               2001              2000
                                                                           ------------      ------------
<S>                                                                        <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net loss                                                            $   (272,089)     $   (539,463)
                                                                           ------------      ------------

       Adjustments to reconcile net loss to net cash used in operating
            activities:
                Depreciation and amortization                                    10,090            27,349
                Loss on sale of assets                                               --            12,460

                (Increase) decrease in:
                     Accounts receivable                                         56,585            41,775
                     Note receivable from related party                          20,000           154,600
                     Inventories, net                                            31,653           (17,930)
                     Receivable from net operating loss sale                         --           317,482
                     Other current assets                                        13,062            (2,230)

                Increase (decrease) in:
                     Accounts payable and accrued expenses                      178,116            95,026
                     Accrued legal judgement                                    (60,000)         (260,000)
                                                                           ------------      ------------
                         Total adjustments                                      249,506           368,532
                                                                           ------------      ------------
                         Net cash used in operating activities                  (22,583)         (170,931)
                                                                           ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
       Purchase of property and equipment                                            --           (83,369)
       Proceeds from sale of equipment                                               --             5,015
                                                                           ------------      ------------
                         Net cash used in investing activities                       --           (78,354)
                                                                           ------------      ------------

            Net decrease in cash and cash equivalents                           (22,583)         (249,285)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                  181,282           356,003
                                                                           ------------      ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                   $    158,699      $    106,718
                                                                           ============      ============
</TABLE>

                                      - 3 -
<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 September 30,
     2001 and December 31, 2000 and the results of operations and cash flows for
     the nine months ended September 30, 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.   CUSTOMER DEPOSITS

              During the second quarter of 2001, in order to raise cash to
     continue the Company's operations, an agreement was signed between the
     Company and the sole distributor of the Company's hydrogels in cosmetics
     and personal care products for the buy out of the marketing and
     distribution agreement signed previously between the Company and the sole
     distributor (the "Buy Out Agreement"). Sales related to the manufacturing
     right sold under the Buy Out Agreement equalled to $225,800 and $288,750
     for nine months ended September 30, 2001 and 2000, respectively.

              Pursuant to the Buy Out Agreement, the sole 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 is requested to assign the sole
     distributor its HYPAN(R) trademarks for use in the cosmetics and personal
     care industries. In addition, the Company is requested to transfer all
     existing hydrogel inventories related to the Buy Out Agreement.

              In exchange for giving up the manufacturing rights and royalties,
     the Company received $500,000 under the Buy Out Agreement.


3.   OTHER INCOME

              Substantially all of the other income recorded in 2001 and 2000
     related to the collection of a receivable previously written off by the
     Company in a prior year.

                                      - 4 -
<PAGE>

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 computations of both basic and diluted earnings per share were as
follows:

<TABLE>
<CAPTION>
                                                         Three Months Ended                  Nine Months Ended
                                                            September 30,                       September 30,
                                                   ------------------------------      ------------------------------
                                                       2001              2000              2001              2000
                                                   ------------      ------------      ------------      ------------
<S>                                                <C>               <C>               <C>               <C>
Numerator:
     Net loss less preferred dividends of
       $34,193 for the three month periods
       and $102,579 for the nine month periods
       ended September 30, 2001 and
       September 30, 2000 respectively             $   (350,165)     $   (204,707)     $   (374,668)     $   (642,043)
                                                   ------------      ------------      ------------      ------------

Denominator:
     Weighted average common
       shares outstanding                             6,143,781         6,143,781         6,143,781         6,143,781
                                                   ------------      ------------      ------------      ------------
BASIC LOSS PER
 COMMON SHARE                                      $      (0.06)     $      (0.03)     $      (0.06)     $      (0.10)
                                                   ============      ============      ============      ============

Numerator:
     Net loss less preferred dividends of
       $34,193 for the three month periods
       and $102,579 for the nine month periods
       ended September 30, 2001 and
       September 30, 2000 respectively             $   (350,165)     $   (204,707)     $   (374,668)     $   (642,043)
                                                   ------------      ------------      ------------      ------------

     Interest on Convertible Bonds for the
       period (A)                                            (A)               (A)               (A)               (A)
                                                   ------------      ------------      ------------      ------------

              Subtotal                             $   (350,165)     $   (204,707)     $   (374,668)     $   (642,043)
                                                   ------------      ------------      ------------      ------------

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 PER
 COMMON SHARE                                      $      (0.06)     $      (0.03)     $      (0.06)     $      (0.10)
                                                   ============      ============      ============      ============

<FN>
(A) None of the common shares issuable under the Company's stock option plan of
159,784 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 nine
months ended September 30, 2001 and September 30, 2000.
</FN>
</TABLE>

                                      - 5 -
<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 and nine months ended
September 30, 2001 were $25,184 and $879,938, respectively, versus $218,830 and
$656,842 for the same periods in 2000; a decrease of 88.5% and an increase of
34.0%, respectively. The revenue decrease in net product sales resulted from a
$150,460 decrease in net sales of hydrogels, a $576 decrease in BIONIQ domestic
sales, and a $10,129 decrease in BIONIQ export sales during the three months
ended September 30, 2001 compared to the same period of 2000. The decrease in
net product sales of $153,471 for the nine months ended September 30, 2001
compared to the same period of the previous year was due to a decrease of
$23,469 in BIONIQ export sales, a $1,689 decrease in domestic sales of BIONIQ
products, and a $128,313 decrease in sales of hydrogels primarily resulted from
the Buy Out Agreement, as described in our notes to the Interim Consolidated
Financial Statements.

      Revenue from license and royalty fees decreased $30,981 during the three
months ended September 30, 2001, compared to the prior year period, primarily as
the result of a decrease of $25,000 in license fees received in prior year, and
a decrease of $5,981 in royalty fees. Revenue from research and development
contracts decreased $1,500 during the three months ended September 30, 2001,
compared to the same period of 2000. License, royalty and distribution fees
increased $424,067 for the nine months ended September 30, 2001, compared to the
prior year period. The increase was primarily resulted from the Buy-Out
Agreement, as described in our Notes to Interim Consolidated Financial
Statements. Revenue from research and development contracts decreased $47,500
for the nine months ended September 30, 2001, from the same period of 2000.

                                      - 6 -
<PAGE>

      Costs and Expenses

      Cost of sales for the three months and nine months ended September 30,
2001 were $30 and $104,559, respectively, versus $34,388 and $121,824 for the
same periods in 2000, a decrease of 99.9% and 14.2%, respectively. The decrease
for the three months ended September 30, 2001 was in proportion to the 93.7%
decrease in net product sales, and higher margin resulted from a sales of an
obsolete inventory previously written off by the Company in a prior year whereas
the decrease for the nine months ended September 30, 2001 from the same period
of the prior year was attributable to the 28.4% decrease in net product sales,
and lower margin. Selling, general and administrative expenses decreased 2.2%
and 9.3% to $200,172 and $647,752 respectively, for the three months and nine
months ended September 30, 2001 from the same period of 2000. The decrease was
principally due to lower employee related expenses. The research and development
costs for the three months and nine months ended September 30, 2001 were $71,401
and $221,200, respectively, as compared to $79,419 and $298,687 for the same
periods in 2000, a decrease of 10.1% and 25.9%, respectively, resulting from
decreased costs of the research and development staff.

      Other (Expense) Income

      Total other expense, net for the three months and nine months ended
September 30, 2001 was $69,553 and $178,516, respectively, versus $70,958 and
$61,626 for the same periods in 2000, a decrease of $1,405 and an increase of
$116,890, respectively. The decrease in other expense for the three months ended
September 30, 2001 was mainly attributable to decrease in interest expense from
the previous year, which primarily resulted from the payment of a legal judgment
and settlement. The increase for the nine months ended September 30, 2001 from
the same period of the prior year was attributable to a decrease of $135,000 on
the collection of the receivable mentioned above, offset by a loss of $12,460 on
sales of equipment in 2000 mentioned above and a $5,650 decrease in interest
expense.

      As a result of the decreased revenues and decreased expenses and other
expenses described above for the three months ended September 30, 2001 as
compared to the same period of the prior year, the Company incurred a loss of
$315,972 for the three months ended September 30, 2001, versus a loss of
$170,514 for the same period of 2000. As a result of the increased revenues
described above, decreased costs and expenses and increased other expenses for
the nine months ended September 30, 2001 as compared to the same period of the
prior year, the Company incurred a net loss of $272,089 for the nine months
ended September 30, 2001 as compared to the net loss of $539,463 for the same
period in 2000.


Liquidity, Capital Resources and Changes in Financial Condition

      The Company had $158,699 in cash and cash equivalents on hand on September
30, 2001 versus $181,282 on December 31, 2000. The working capital deficit of
$8,671,456 on September 30, 2001 represents an increase of $321,999 from the
previous year-end deficit of $8,349,457. The increase in working capital deficit
was primarily attributable to the net loss incurred in the nine-month period
ended September 30, 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 each
of the Agreements are in technical default as a result of the Company not making
interest payments to the licensors.

      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 7.0% per annum and matured on March 31, 1998. The Company
is currently in default of the September Bond and there is no change in the
status of the September Bond. The September Bond is convertible in whole at any
time prior to

                                      - 7 -
<PAGE>

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 7.0% per annum and matured of the June Bonds on March 31, 1998. The
Company is currently in default of the June Bonds and there is no change in the
status of the June 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 defined below), 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 September 30, 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 such term is defined in each of
the June Bonads and the September Bonds, 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. 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 September 30, 2001, $215,000 has
been 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 for the remainder of 2001 and for the year
2002. In the event that cash flow from operations and the anticipated proceeds
from financing, if any, are not sufficient to fund the Company's operations and
obligations in 2001 and 2002, 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

                                      - 8 -
<PAGE>

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 $272,089 for the nine months ended September
30, 2001 and had a net working deficit at September 30, 2001 of $8,671,456. 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 is not sufficient to fund the Company's operations in 2001 and 2002,
there can be no assurance that other sources of funds will be available to
continue the operations of 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

                                      - 9 -
<PAGE>

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 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.

                                     - 10 -
<PAGE>

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.

                                     - 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:     November 14, 2001           By:  /s/ George Stoy
                                           ------------------------------------
                                           George Stoy
                                           Acting President
                                           (Acting Principal Executive Officer),
                                           Director





Date:     November 14, 2001           By:  /s/ William G. Gridley, Jr.
                                           ------------------------------------
                                           William G. Gridley, Jr.
                                           Chairman, (Secretary, Treasurer,
                                           Principal Financial Officer and
                                           Principal Accounting Officer)
Director

                                     - 12 -