<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-Q/A


[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF SECURITIES EXCHANGE
      ACT OF 1934

                       For Quarter Ended January 31, 2001

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                    FOR THE TRANSITION PERIOD FROM ____TO____

                         Commission File Number 0-22011

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

NEVADA                                     86-0760991
(State or other jurisdiction               I.R.S. Employer incorporation
organization)                              Identification Number

2425 E. CAMELBACK RD., SUITE 650  PHOENIX, ARIZONA          85016
(Address of principal executive offices)                    (Zip code)

                                  602-508-0112
              (Registrant's telephone number, including area code)


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

YES  [X]        NO   [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, at the latest practical date.

<TABLE>
<CAPTION>
CLASS                                        OUTSTANDING AS OF MARCH 16, 2001
-----                                        --------------------------------
<S>                                          <C>
COMMON                                       4,544,251
PAR VALUE $.001 PER SHARE
</TABLE>
<PAGE>
                                EXPLANATORY NOTE:

This amendment on Form 10-Q/A amends the Registrant's Quarterly Report on Form
10-Q for the quarter ended January 31, 2001, as filed by the Registrant on March
16, 2001, and is being filed to reflect the restatement of the Registrant's
unaudited condensed consolidated financial statements (see Note D to the
unaudited condensed consolidated financial statements).

                                BIONUTRICS, INC.
                            INDEX TO QUARTERLY REPORT
                                 ON FORM 10-Q/A



<TABLE>
<CAPTION>
                                                                           PAGE
<S>                                                                        <C>

PART I. FINANCIAL INFORMATION

   ITEM I.     Condensed Consolidated Financial Statements (Unaudited):

               Condensed Consolidated Balance Sheets                        3
               Condensed Consolidated Statements of Operations              4
               Condensed Consolidated Statements of Cash Flows              5
               Notes to Condensed Consolidated Financial Statements         6

   ITEM 2.     Management's Discussion and Analysis of Financial
               Condition and Results of Operations                          9



PART II. OTHER INFORMATION


   ITEM 2(c)   Changes in Securities                                       12

   ITEM 6      Exhibits and Reports on Form 8-K                            12


   SIGNATURE                                                               13
</TABLE>

                                      -2-
<PAGE>
BIONUTRICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                              JANUARY 31,            OCTOBER 31,
                                                                                 2001                   2000
                                                                             ------------           ------------
                                                                             (AS RESTATED,
                                                                              see Note D)
<S>                                                                          <C>                    <C>
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                                  $    462,789           $    711,563
  Trade receivables, net of allowance for bad debts of $311,310
    and $311,310, respectively                                                     21,930                 16,845
  Inventory                                                                        95,846                100,401
  Prepaids and other current assets                                                72,077                 62,383
                                                                             ------------           ------------

           Total current assets                                                   652,642                891,192
                                                                             ------------           ------------

PROPERTY, Net of accumulated depreciation of $349,732 and
  $342,573, respectively                                                            8,315                 15,474
                                                                             ------------           ------------
OTHER ASSETS:
  Patent applications and other related costs, net of accumulated
    amortization of $184,244 and $177,328, respectively                           385,221                392,137
  Investment in InCon Processing, LLC                                           3,092,521              3,087,186
                                                                             ------------           ------------
           Total other assets                                                   3,477,742              3,479,323
                                                                             ------------           ------------
TOTAL                                                                        $  4,138,699           $  4,385,989
                                                                             ============           ============
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                           $    683,913           $    664,375
  Accrued liabilities                                                             597,128                939,777
  Current portion of long-term debt                                                                      902,278
                                                                             ------------           ------------
           Total current liabilities                                            1,281,041              2,506,430
                                                                             ------------           ------------
STOCKHOLDERS' EQUITY:
  Common stock - $.001 par value - authorized, 45,000,000 shares;
    22,721,252 and 21,471,252 issued, respectively                                 22,718                 21,468
  Preferred stock - $.001 par value - authorized, 5,000,000 shares;
    591,850 and 0 issued and outstanding, respectively (liquidation
    preference of $798,998 and $0, respectively)                                  798,998
  Additional paid-in capital                                                   37,030,103             36,296,324
  Warrants                                                                        912,009                874,603
  Accumulated deficit                                                         (35,904,967)           (35,311,633)
  Common stock in treasury, 1,202,886 shares                                       (1,203)                (1,203)
                                                                             ------------           ------------
           Total stockholders' equity                                           2,857,658              1,879,559
                                                                             ------------           ------------
TOTAL                                                                        $  4,138,699           $  4,385,989
                                                                             ============           ============
</TABLE>


See notes to condensed consolidated financial statements.


                                       -3-
<PAGE>
BIONUTRICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                      THREE MONTHS
                                                                     ENDED JANUARY 31,
                                                             ---------------------------------
                                                                 2001                  2000
                                                              -----------           -----------
                                                             (AS RESTATED,         (AS RESTATED,
                                                              SEE NOTE D)           SEE NOTE D)
<S>                                                         <C>                   <C>
REVENUES:
  Revenue from services                                       $        --           $   130,482
  Revenue from product sales                                       23,123                57,054
                                                              -----------           -----------

           Total gross revenues                                    23,123               187,536

DISCOUNTS AND ALLOWANCES                                           14,635                36,272
                                                              -----------           -----------

           Net revenues                                             8,488               151,264

COST OF REVENUES                                                    6,595                17,382
                                                              -----------           -----------

           Gross profit                                             1,893               133,882
                                                              -----------           -----------

OPERATING EXPENSES:
  Selling, general and administrative                             592,323               525,842
  Research and development                                         15,180                40,878
                                                              -----------           -----------

           Total operating expenses                               607,503               566,720
                                                              -----------           -----------

OPERATING LOSS                                                   (605,610)             (432,838)
                                                              -----------           -----------

OTHER INCOME (EXPENSE):
  Equity in income (losses) of InCon Processing, LLC                5,335                (8,747)
  Other income                                                      6,941                 1,860
                                                              -----------           -----------

           Total other income (expense)                            12,276                (6,887)
                                                              -----------           -----------

NET LOSS                                                      $  (593,334)          $  (439,725)
                                                              ===========           ===========


BASIC AND DILUTED NET LOSS PER COMMON SHARE                   $     (0.13)          $     (0.11)
                                                              ===========           ===========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
  OUTSTANDING                                                   4,416,998             4,163,542
                                                              ===========           ===========
</TABLE>


See notes to condensed consolidated financial statements.


                                      -4-
<PAGE>
BIONUTRICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                            THREE MONTHS
                                                                                          ENDED JANUARY 31,
                                                                                   -------------------------------
                                                                                      2001                 2000
                                                                                   -----------           ---------
                                                                                  (AS RESTATED,        (AS RESTATED,
                                                                                   SEE NOTE D)           SEE NOTE D)
<S>                                                                              <C>                   <C>
OPERATING ACTIVITIES:
  Net loss                                                                         $  (593,334)          $(439,725)
  Adjustments to reconcile net loss to cash used in operating activities:
    Depreciation and amortization                                                       14,075              28,450
    Equity in (income) losses of joint venture                                          (5,335)              8,747
    Stock based compensation expense                                                    22,435
    Expenses satisfied with issuance of common stock                                                        14,814
    Changes in operating assets and liabilities:
      Trade receivable, net                                                             (5,085)            (30,259)
      Inventory                                                                          4,555              14,630
      Prepaids and other current assets                                                 (9,694)              2,126
      Accounts payable                                                                  19,538             (94,466)
      Accrued liabilities                                                                6,349              27,777
                                                                                   -----------           ---------

           Net cash used in operating activities                                      (546,496)           (467,906)
                                                                                   -----------           ---------

FINANCING ACTIVITIES:
  Proceeds from issuance of stock and warrants                                         300,000
  Proceeds from debt                                                                                       500,000
  Repayments of debt and capital leases                                                 (2,278)             (2,091)
                                                                                   -----------           ---------

           Net cash provided by financing activities                                   297,722             497,909
                                                                                   -----------           ---------

NET (DECREASE) INCREASE IN CASH AND
  CASH EQUIVALENTS                                                                    (248,774)             30,003

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                         711,563             680,190
                                                                                   -----------           ---------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                           $   462,789           $ 710,193
                                                                                   ===========           =========

SUPPLEMENTAL DISCLOSURES OF NONCASH FINANCING
  ACTIVITIES:
    Settlement of accrued liabilities and debt through issuance of
      common and preferred stock                                                   $ 1,248,998
                                                                                   ===========
</TABLE>


See notes to condensed consolidated financial statements.


                                      -5-
<PAGE>
BIONUTRICS, INC.

NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------

NOTE A - The accompanying unaudited condensed consolidated financial
         statements of Bionutrics, Inc. ("the Company") have been prepared in
         accordance with accounting principles generally accepted in the United
         States of America for interim financial information and the
         instructions to Form 10-Q. Accordingly, they do not include all the
         information and footnotes required by accounting principles generally
         accepted in the United States of America for complete financial
         statements. In the opinion of management, all adjustments (which
         include only normal recurring adjustments) necessary to present fairly
         the financial position, results of operations and cash flows for all
         periods presented have been made. The results of operations for the
         three-month period ended January 31, 2001 are not necessarily
         indicative of the operating results that may be expected for the entire
         year ending October 31, 2001. These unaudited condensed consolidated
         financial statements should be read in conjunction with the Company's
         consolidated financial statements and accompanying notes thereto as of
         and for the year ended October 31, 2000. The accompanying condensed
         consolidated financial statements have been prepared on a going concern
         basis, which contemplates the realization of assets and the
         satisfaction of liabilities in the normal course of business. The
         Company has incurred operating losses of $35,904,967 through January
         31, 2001, which have been funded through the issuance of stock and
         debt. The losses incurred to date, the uncertainty regarding the
         ability to raise additional capital and the Company's inability to
         generate gross profits and positive cash flows from operations raise
         substantial doubt about whether the Company will be able to continue as
         a going concern for a reasonable period of time.

NOTE B - Basic and diluted net loss per share is computed by dividing the
         net loss by the weighted average number of common shares outstanding
         during the presented periods. Options and warrants are excluded from
         the diluted net loss per share calculation, as they are anti-dilutive.

NOTE C - SFAS No. 133, "Accounting for Derivative Instruments and Hedging
         Activities," is effective for all fiscal years beginning after June 15,
         2000.  SFAS No. 133, as amended by SFAS No. 137 and SFAS No. 138,
         establishes accounting and reporting standards for derivative
         instruments, including certain derivative instruments embedded in other
         contracts, and for hedging activities.  The statement is effective for
         the Company's fiscal year beginning November 1, 2000.  SFAS No. 133 is
         not expected to have a material impact on the Company's consolidated
         financial statements.

         In 1999, Staff Accounting Bulletin ("SAB") No. 101, Revenue Recognition
         in Financial Statements, was issued. The SAB provides guidance on the
         recognition, presentation and disclosure of revenue in the financial
         statements filed with the SEC. SAB No. 101, as amended by SAB 101B,
         becomes effective for the fourth fiscal quarter of fiscal years
         beginning after December 31, 1999. There was not a material effect on
         the Company's financial position or results of operations upon adoption
         of SAB 101.


                                      -6-
<PAGE>
NOTE D - Subsequent to the issuance of its consolidated financial statements
         for the three-month period ended January 31, 2001, the Company
         determined that it had incorrectly accounted for certain transactions
         entered into during the period from October 31, 1997 to January 31,
         2001, as discussed in the following paragraphs.

         ACQUISITION OF INCON TECHNOLOGIES, INC. - Originally, at the date of
         acquisition on October 31, 1997, the Company assigned $1 million of the
         purchase price to a receivable from a third party and recorded a
         $322,883 note payable to an affiliate of the seller. Collectibility of
         the receivable was contingent upon the occurrence of events that were
         outside the control of the Company, and payment of the note was
         contingent upon collection of the receivable. The events upon which
         collection of the third party receivable were predicated did not
         transpire, and during the year ended October 31, 2000, the Company
         offset the note payable against the receivable and reclassified the net
         amount as a reduction of stockholders' equity, because recovery of the
         amount due from the seller under the terms of the acquisition agreement
         was collateralized by shares of the Company's common stock that were
         issued in the acquisition. The Company has subsequently concluded that
         it did not have sufficient information about the collectibility of the
         receivable or the likelihood of repayment of the note payable to assign
         amounts to them in the allocation of the purchase price. Therefore, the
         net amount of $677,117 has been allocated to goodwill.

         TRANSFER OF ASSETS AND LIABILITIES TO INCON PROCESSING - Within its
         original accounting, at the time of the subsequent transfer of the
         assets and liabilities of InCon to InCon Processing, L.L.C. (InCon
         Processing) and sale of 50 percent of its interest to ACH in June 1999,
         the Company wrote off the unamortized balance of goodwill of $516,878
         related to the acquisition of InCon and recorded the calculated gain on
         the sale to ACH as a reduction of the carrying value of the investment
         in the joint venture. The Company has subsequently determined that the
         unamortized balance of goodwill should have been included as a part of
         the carrying value of the Company's investment in InCon Processing and
         in the determination of the loss on the sale to ACH, which totaled
         $265,515 in 1999. An additional $300,000 loss on the sale of assets to
         ACH was recognized in 2000 upon the settlement of a contingent
         liability arising from the asset sale.

         LONG-TERM RECEIVABLE - In 1998 and 1999, the Company had received
         payments against a certain receivable acquired in connection with the
         purchase of InCon Technologies, Inc. in October 1997, and the Company
         expected to collect the remainder in 2000. However, the Company
         received no payments in 2000, and because of the extended time the
         receivable had remained outstanding, an allowance for the full amount
         of the remaining receivable of $263,071 was recorded in the restated
         financial statements as of October 31, 2000.

         SHARE AGREEMENTS - During the year ended October 31, 2000, the Company
         entered into certain agreements to issue shares of the Company's stock
         in exchange for the extinguishment of certain debt obligations totaling
         $1,248,998 and recognized the issuance of shares related to these
         transactions in its financial statements. The Company has concluded
         that the issuance of these shares and the extinguishment of its debt
         should not have been recognized in its financial statements until the
         date on which the certificates for the underlying shares were actually
         issued, which occurred during the first quarter of fiscal year 2001.


                                      -7-
<PAGE>
         SIGNIFICANT EFFECTS OF RESTATEMENT - As a result, the accompanying
         consolidated financial statements as of January 31, 2001 and for the
         three-month period ended January 31, 2001 and 2000 have been restated
         from previously reported amounts to correct the recording of these
         items. A summary of the significant effects of the restatement is as
         follows:


<TABLE>
<CAPTION>
                                                           AS PREVIOUSLY
    AS OF JANUARY 31, 2001:                                    REPORTED             AS RESTATED
<S>                                                        <C>                    <C>
    Long-term receivable                                    $    263,071
    Investment in InCon Processing, L.L.C                      2,439,047           $  3,092,521
    Total other assets                                         2,824,268              3,477,742
    Total assets                                               3,748,296              4,138,699
    Stockholders' equity:
    Accumulated deficit                                      (35,618,251)           (35,904,967)
    Receivable collectible in cash or common stock              (677,117)
    Total stockholders' equity                                 2,467,257              2,857,658
    Total liabilities and stockholders' equity                 3,748,296              4,138,699
</TABLE>



<TABLE>
<CAPTION>
                                                    THREE MONTHS ENDED                    THREE MONTHS ENDED
                                                     JANUARY 31, 2001                      JANUARY 31, 2000
                                             ----------------------------------- -----------------------------------
                                             AS PREVIOUSLY                         AS PREVIOUSLY
                                               REPORTED          AS RESTATED           REPORTED          AS RESTATED
<S>                                         <C>                 <C>               <C>                   <C>
    FOR THE THREE MONTHS ENDED
      JANUARY 31:

    Equity in income (loss) in InCon
      Processing, L.L.C                       $(105,446)          $   5,335           $ (88,083)          $  (8,478)
    Total other expense                         (98,505)             12,276             (86,222)             (6,887)
    Net loss                                   (704,115)           (593,334)           (519,060)           (439,725)
    Basic and diluted net loss per
      common share                                (0.15)              (0.13)              (0.12)              (0.11)
</TABLE>


                                          -8-
<PAGE>
                                BIONUTRICS, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS

    As discussed in Note D to the unaudited condensed consolidated financial
    statements, the Company has restated its consolidated financial statements
    to correct certain errors in accounting for the acquisition of InCon
    Technologies, Inc. in October 1997 and in the subsequent contribution of
    substantially all of InCon's assets and liabilities to InCon Processing,
    L.L.C. in June 1999.

    The following discussion of the Company's financial condition and results of
    operations includes certain forward-looking statements. When used in this
    report, the words "expects," "intends," "plans" and "anticipate" and similar
    terms are intended to identify forward looking statements that relate to the
    Company's future performance. Such statements involve risks and
    uncertainties. The Company's actual results may differ materially from the
    results discussed here. Factors that might cause such a difference include,
    but are not limited to, those discussed under "Business-Special
    Considerations" in the Company's Form 10-K/A.

    RESULT OF OPERATIONS - Three months ended January 31, 2001 compared with
    three months ended January 31, 2000.

    Consolidated gross revenues for the quarter ended January 31, 2001 were
    $23,000 compared to $188,000 for the same quarter in 2000, summarized by
    subsidiary as follows:

<TABLE>
<CAPTION>
                                                    FOR THE QUARTER
                                                   ENDED JANUARY 31,
                                               -------------------------
                                                2001              2000
                                               -------          --------
<S>                                        <C>              <C>
    SUBSIDIARY

    Bionutrics Health Products                 $23,000          $157,000
    LipoGenics                                                     3,100
                                               -------          --------

    Total consolidated gross revenues          $23,000          $188,000
                                               =======          ========
</TABLE>


    Bionutrics Health Products continues to experience a significant decline in
    sales due to curtailment of advertising and support for the brand evolvE(R)
    as a result of financial constraints. The Company recognizes that a
    substantial advertising program is necessary to maintain significant sales
    of the evolvE(R) product line, and that failure to show positive sales
    results will have a negative impact on the maintenance of its accounts. In
    addition, some accounts have returned the product due to low volume
    activity.

    The Company is repositioning itself as a product development company and as
    such is engaged in discussions with several potential marketing partners
    involving future branded products including dietary supplements and
    functional food products. Bionutrics Health Products recognized revenues of
    $100,000 in the first quarter of fiscal 2000 for services related to its
    product development activities. New products will be based on new technology
    extending beyond a tocotrienol platform. The Company has announced that it
    is launching a new cardiovascular product under the brand name,
    "CARDIO-CINTM - For Heart and Health". This new product, based on
    Bionutric's patented niacin and soluble fiber composition, is targeted to
    the cholesterol dietary supplement market.

    LipoGenics revenues for the three months ended January 31, 2001 are zero
    compared to the same three months in 2000 of $31,000. The revenues were
    attributable to a Phase I Small Business Innovation Research (SBIR) grant
    from the National Heart, Blood and Lung Institute. As this grant was
    completed during fiscal year 2000, there are no revenues shown for the same
    period in 2001.


                                      -9-
<PAGE>
    Cost of revenues for the three months ended January 31, 2001 was $7,000
    compared to $17,000 for the same three months in 2000. This reduction is
    primarily due to lower sales volume of evolvE(R).

    Operating expenses for the three months ended January 31, 2000 of $607,000
    were $40,000 more than that recognized for the same three months in 2000 of
    $567,000. This slight increase is due to an increase in expenditures for
    legal and accounting services.

    Other income for the three months ended January 31, 2001 were $12,000
    compared other expense $7,000 for the same period in the prior year. The
    increase is primarily due to the Company's income from its investment in
    InCon Processing, which is accounted for using the equity method. The
    Company records its share of InCon Processing's income (loss) for the
    quarter as an increase (reduction) in its investment.

    The Company accounts for this investment using the equity method. InCon
    Processing has a fiscal year-end of August 31. The Company's equity in the
    joint venture's operations for the three months ended November 30, 2000 and
    1999 are included in the Company's statement of operations as if they had
    the same fiscal quarter. Results of Operations for InCon Processing for the
    3 months ended November 30, 2000 and 1999 are as follows:


<TABLE>
<CAPTION>
                                            THREE MONTHS
                                         ENDED NOVEMBER 30,
                                   -------------------------------
                                      2000                 1999
                                   ----------          -----------
<S>                                <C>                 <C>
        Revenues                   $1,221,000          $ 1,176,000
        Expenses                    1,211,000            1,193,000
                                   ----------          -----------

        Net loss (income)          $   10,000          $   (17,000)
                                   ==========          ===========
</TABLE>


    Net loss increased to $593,000 or $.13 per basic and diluted share for the
    three months ended January 31, 2001 compared to $440,000, or $.11 per basic
    and diluted share for the three months ended January 31, 2000 due primarily
    to lower revenues as outlined above.

    LIQUIDITY AND CAPITAL RESOURCES - Net cash used in operating activities
    during the three-month period ended January 31, 2001 was $546,000 as
    compared to $468,000 during the same period in 2000. This increase is due
    primarily to lower revenues.

    The Company did not generate any cash from investing activities during the
    three months ended January 31, 2001 and January 31, 2000.

    Net cash provided by financing activities totaled $298,000 for the
    three-month period ended January 31, 2001 compared to $498,000 for the same
    period in 2000. The cash provided during the quarter ended January 31, 2001
    was from the sale of common stock pursuant to an equity line of credit
    whereas the cash provided during the same period ended January 31, 2000 was
    from the issuance of debt.

    The Company's current cash resources combined with the maximum draw down
    under the common stock purchase agreement with Justicia Holdings Limited
    will be sufficient to meet our anticipated working capital expenditure
    requirements for at least the next 12 months. However, if our stock price
    and trading volume remain at current levels, the maximum draw down is
    unavailable pursuant to the terms of the agreement. Draw down amounts
    available under current market conditions, should they remain unchanged or
    worsen, will provide cash resources enough only to meet our requirements for
    the next 3 months. In addition, the Company is not permitted to draw down on
    the equity line until the


                                      -10-
<PAGE>
    registration statement filed on Justicias' behalf becomes effective.
    Therefore, the Company continues to seek additional capital through private
    equity and bank lines of credit. There can be no assurance that such
    additional financing will be attainable, or attainable on terms acceptable
    to the Company. Access by the Company to additional capital will depend
    substantially upon prevailing market conditions, and the financial condition
    of and prospects for the Company at the time. The Company's ability to
    obtain additional capital could be negatively impacted if it fails to meet
    certain established criteria necessary to maintain its listing on the Nasdaq
    SmallCap Market. As of February 6, 2001, the Company did not meet one or
    more of the criteria to maintain its listing, and the company has 90
    calendar days, or until May 7, 2001, to meet the criteria. Should the
    Company's stock cease trading on the SmallCap Market, it would be traded on
    the OTC Bulletin Board or possibly listed for trading in certain daily
    publications, such as the "Pink Sheets." As a result, an investor might find
    it more difficult to dispose of, or obtain accurate price quotations for,
    our shares. Trading in this manner might also reduce the visibility,
    liquidity, and price of our common stock, and the Company would be required
    to comply with regulations that impose additional sales practice disclosure
    and market making requirements on broker/dealers who sell or make a market
    in our stock.

    Management is continuing its efforts to obtain additional funds and is also
    continuing its efforts to reposition the Company as a product development
    company and, as such, is engaged in discussions with several potential
    marketing partners involving evolvE(R) and future branded products,
    including dietary supplements and functional food ingredients.


                                      -11-
<PAGE>
                                BIONUTRICS, INC.


                           PART II - OTHER INFORMATION



ITEM 2(c)         Changes in Securities:


                  In January 2001, issued 300,000 shares of common stock at
                  $1.00 per share to Ropart Investments LLC, pursuant to the
                  equity draw down facility entered into on December 20, 2000.
                  In connection with this issuance, the Company issued 30,000, 3
                  year warrants at an exercise price of $1.00 per share.

                  The above issuances were made pursuant to Section 4(2) of the
                  Securities Act of 1933.


ITEM 6      Exhibits and Reports on Form 8-K

            (a)   Exhibits - None

            (b)   Reports on Form 8-K - None



                                      -12-
<PAGE>
                                BIONUTRICS, INC.

                                   SIGNATURES


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

Bionutrics, Inc. (Registrant)


By:   /s/ Ronald H. Lane
      ------------------------------------------
      Ronald H. Lane


Title:  Chairman of the Board, Chief Executive Officer
        and President


Date:       January 17, 2002
      ------------------------------------



By:   /s/ Karen J. Harwell
      ------------------------------------------
      Karen J. Harwell


Title:      Controller and Chief Accounting Officer
            ------------------------------------------------


Date:       January 17, 2002
      ------------------------------------



                                      -13-