<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 April 30, 2001

        [ ]   TRANSITION REPORT PURSUANT TO SECION 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.

CLASS                                           OUTSTANDING AS OF JUNE 14, 2001
-----                                           -------------------------------
COMMON                                                    4,593,169
PAR VALUE $.001 PER SHARE
<PAGE>
                                EXPLANATORY NOTE:

This amendment on Form 10-Q/A amends the Registrant's Quarterly Report on Form
10-Q for the quarter ended April 30, 2001, as filed by the Registrant on June
14, 2001, and is being filed to reflect the restatement of the Registrant's
unaudited condensed consolidated financial statements (see Note E to the
unaudited condensed consolidated financial statements).

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


<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION                                                                           PAGE
<S>                                                                                                     <C>
     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                                                 8



PART II. OTHER INFORMATION


     ITEM 2(c)    Changes in Securities                                                                  13

     ITEM 4           Submission of Matters to a Vote of Security Holders                                13

     ITEM 6           Exhibits and Reports on Form 8-K                                                   14


     SIGNATURE                                                                                           15
</TABLE>

                                      -2-
<PAGE>

BIONUTRICS, INC.

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

<TABLE>
<CAPTION>
                                                                                                APRIL 30,             OCTOBER 31,
                                                                                                   2001                  2000
                                                                                              (AS RESTATED,
                                                                                                SEE NOTE E)
<S>                                                                                             <C>                    <C>
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                                                     $     82,623           $    711,563
  Trade receivables - net of allowance for bad debts of $311,310
     and $311,310, respectively                                                                       32,903                 16,845
  Inventory                                                                                           56,207                100,401
  Prepaids and other current assets                                                                   39,114                 62,383
                                                                                                ------------           ------------
           Total current assets                                                                      210,847                891,192
                                                                                                ------------           ------------

PROPERTY - net of accumulated depreciation of $351,720
     and $342,573, respectively                                                                        6,329                 15,474
                                                                                                ------------           ------------

OTHER ASSETS:
  Patent applications and other related costs - net of accumulated
     amortization of $191,160 and $177,328, respectively                                             378,305                392,137
  Investment in InCon Processing, LLC                                                              2,964,635              3,087,186
                                                                                                ------------           ------------
           Total other assets                                                                      3,342,940              3,479,323
                                                                                                ------------           ------------

TOTAL                                                                                           $  3,560,116           $  4,385,989
                                                                                                ============           ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                                                   673,007                664,375
  Accrued liabilities                                                                                637,063                939,777
  Current portion of long-term debt                                                                        0                902,278
                                                                                                ------------           ------------

           Total current liabilities                                                               1,310,070              2,506,430
                                                                                                ------------           ------------

STOCKHOLDERS' EQUITY
  Common stock- $.001 par value - authorized, 45,000,000 shares;
  4,590,387 and 4,294,292 issued, respectively                                                         4,590                 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                                                                      37,281,233             36,296,324
  Warrants                                                                                           934,237                874,603
  Accumulated deficit                                                                            (36,767,809)           (35,311,633)
  Common stock in treasury, 1,202,886 shares                                                          (1,203)                (1,203)
                                                                                                ------------           ------------
           Total stockholders' equity                                                              2,250,046              1,879,559
                                                                                                ------------           ------------

TOTAL                                                                                           $  3,560,116           $  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                     SIX MONTHS
                                                                         ENDED APRIL 30                   ENDED APRIL 30
                                                             -------------------------------        --------------------------
                                                                     2001            2000            2001              2000
                                                                 (AS RESTATED,    (AS RESTATED,   (AS RESTATED,    (AS RESTATED,
                                                                  SEE NOTE E)     SEE NOTE E)      SEE NOTE E)      SEE NOTE E)
REVENUES:
<S>                                                             <C>              <C>              <C>              <C>
  Revenue from services                                         $    32,242                                        $   162,724
  Revenue from product sales                                    $    34,213           43,673      $    57,336          100,727
                                                                  ---------        ---------        ---------        ---------
             Total gross revenues                                    34,213           75,915           57,336          263,451

DISCOUNTS AND ALLOWANCES                                             12,061           43,649           26,696           79,921
                                                                  ---------        ---------        ---------        ---------

             Net revenues                                            22,152           32,266           30,640          183,530

COST OF REVENUES                                                     41,295           20,299           47,890           37,681
                                                                  ---------        ---------        ---------        ---------

     Gross (loss) profit                                            (19,143)          11,967          (17,250)         145,849
                                                                  ---------        ---------        ---------        ---------

OPERATING EXPENSES:
  Selling, general and administrative                               688,453        1,002,073        1,280,776        1,527,915
  Research and development                                           30,345           41,827           45,525           82,705
                                                                  ---------        ---------        ---------        ---------
             Total operating expenses                               718,798        1,043,900        1,326,301        1,610,620
                                                                  ---------        ---------        ---------        ---------

             Operating loss                                        (737,941)      (1,031,933)      (1,343,551)      (1,464,771)
                                                                  ---------        ---------        ---------        ---------

OTHER INCOME (EXPENSE)
  Equity in income (losses) of Incon Processing, L.L.C             (127,886)        (127,990)        (122,551)        (136,468)
  Other income (expense)                                              2,983           (4,488)           9,926           (2,897)
                                                                  ---------        ---------        ---------        ---------
             Total other income (expense)                          (124,903)        (132,478)        (112,625)        (139,365)
                                                                  ---------        ---------        ---------        ---------

NET LOSS                                                        ($  862,844)     ($1,164,411)     ($1,456,176)     ($1,604,136)
                                                                  =========        =========        =========        =========


Basic and diluted net loss per common share                     ($     0.19)     ($     0.28)     ($     0.32)     ($     0.38)
                                                                  =========        =========        =========        =========

Weighted average number of common
shares outstanding                                                4,558,646        4,173,679        4,487,035        4,168,611


                                                                  =========        =========        =========        =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.

                                      -4-
<PAGE>


BIONUTRICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                          SIX MONTHS
                                                                                                         ENDED APRIL 30
                                                                                                 ----------------------------------
                                                                                                    2001              2000
                                                                                                 (AS RESTATED,       (AS RESTATED,
                                                                                                  SEE NOTE E)        SEE NOTE E)
<S>                                                                                              <C>                    <C>
OPERATING ACTIVITIES:
  Net Loss                                                                                       ($1,456,176)           ($1,604,136)
  Adjustments to reconcile net loss to cash used in
  operating activities:
    Depreciation and amortization                                                                     22,976                 56,947
    Equity in loss of joint venture                                                                  122,551                136,468
    Stock-based compensation expense                                                                  44,872
    Expenses satisfied with issuance of common stock                                                  32,794                415,083
  Changes in operating assets and liabilities:
    Trade receivables-net                                                                            (16,058)               (47,237)
    Inventory                                                                                         44,194                 33,427
    Prepaids and other current assets                                                                 23,269                 (2,361)
    Accounts payable                                                                                   8,632                 (8,777)
    Accrued liabilities                                                                               46,284                (29,086)
                                                                                                 -----------            -----------

             Net cash used in operating activities                                                (1,126,662)            (1,049,672)
                                                                                                 -----------            -----------

FINANCING ACTIVITIES:
  Proceeds from issuance of stock and warrants                                                       500,000
  Proceeds from debt                                                                                 650,000
  Repayments of debt and capital leases                                                               (2,278)                (4,228)
                                                                                                 -----------            -----------

             Net cash provided by financing activities                                               497,722                645,772
                                                                                                 -----------            -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                                           (628,940)              (403,900)

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

CASH AND CASH EQUIVALENTS, END OF PERIOD                                                         $    82,623            $   276,290
                                                                                                 ===========            ===========

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 generally accepted accounting principles
                  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 and six-month periods ended
                  April 30, 2001 are not necessarily indicative of the operating
                  results that may be expected for the entire year ending
                  October 31, 2001. The accompanying 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 unaudited 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
                  since inception through April 30, 2001 of $36,767,809, 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 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. Management is
                  continuing their efforts to reposition the Company as a
                  product development company and as such is engaged in
                  discussions with several potential marketing partners
                  concerning new branded ingredients that the Company is
                  developing, including dietary supplements and functional food
                  products. The accompanying financial statements have been
                  retroactively restated to reflect a one-for-five reverse stock
                  split (Note D).


NOTE B -          Basic and diluted net loss per share is computed by
                  dividing 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


                                      -6-
<PAGE>
                  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 quarters
                  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.

NOTE D -          Subsequent Event - The Board of Directors and the
                  shareholders approved a one-for-five reverse stock split
                  effected at the close of business on May 29, 2001.

NOTE E -          Subsequent to the issuance of its consolidated financial
                  statements for the three-month and six-month period ended
                  April 30, 2001, the Company determined that it had incorrectly
                  accounted for certain transactions entered into during the
                  period from October 31, 1997 to April 30, 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

                                      -7-
<PAGE>

                  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.

                  SIGNIFICANT EFFECTS OF RESTATEMENT - As a result, the
                  accompanying consolidated financial statements as of April 30,
                  2001 and for the three-and six-month periods ended April 30,
                  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:






As of April 30, 2001:

<TABLE>
<CAPTION>
                                                                      AS PREVIOUSLY
                                                                         REPORTED                AS RESTATED

<S>                                                                    <C>                      <C>
Long-term receivable                                                   $    263,071
Investment in InCon Processing, L.L.C.                                     2,378,951            $  2,964,635
Total other assets                                                         2,757,256               3,342,940
Total assets                                                               3,237,503               3,560,116
Stockholders' Equity:
Accumulated deficit                                                      (36,413,305)            (36,767,809)
Receivable collectible in cash or common stock                              (677,117)
Total stockholders' equity                                                 1,927,433               2,250,046
Total liabilities and stockholders' equity                                 3,237,503               3,560,116
</TABLE>


For the periods ended April 30:

<TABLE>
<CAPTION>


                                                      SIX MONTHS ENDED                     SIX MONTHS ENDED
                                                       APRIL 30, 2001                       APRIL 30, 2000
                                               ---------------------------------------------------------------
                                               AS PREVIOUSLY                     AS PREVIOUSLY
                                                  REPORTED         AS RESTATED     REPORTED         AS RESTATED
<S>                                            <C>                <C>            <C>              <C>
Equity in losses in InCon Processing, L.L.C.      $(165,542)      $(122,551)      $(12,676)       $(136,468)
Total other expense                               (155,618)       (112,625)        (15,303)       (139,365)
Net loss                                          (1,499,169)     (1,456,176)     (1,480,074)     (1,604,136)
Basic and diluted net loss per common share          (0.33)          (0.32)          (0.36)          (0.38)
</TABLE>



<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED                   THREE MONTHS ENDED
                                                       APRIL 30, 2001                       APRIL 30, 2000
                                               ---------------------------------------------------------------
                                               AS PREVIOUSLY                    AS PREVIOUSLY
                                                 REPORTED         AS RESTATED     REPORTED       AS RESTATED
<S>                                              <C>             <C>             <C>             <C>
Equity in losses in InCon Processing, L.L.C.     $(60,096)       $(127,886)      $ 75,407        $(127,990)
Total other expense                               (57,113)       (124,903)         70,919        (132,478)
Net loss                                         (795,054)       (862,844)       (961,014)       (1,164,411)
Basic and diluted net loss per common share         (0.17)          (0.19)          (0.23)          (0.28)
</TABLE>

                                      -8-
<PAGE>


                                BIONUTRICS, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS

As discussed in Note E 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 "anticipates" 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.

Three months ended April 30, 2001 compared with three months ended April 30,
2000.

RESULTS OF OPERATIONS


Consolidated gross revenues for the quarter ended April 30, 2001 were $34,000
versus $76,000 for the same quarter in 2000, summarized by subsidiary as
follows:

<TABLE>
<CAPTION>
                                          FOR THE QUARTER ENDED
                                                 APRIL 30,
                                         ----------------------
                                          2001            2000

<S>                                      <C>            <C>
Bionutrics Health Products               $34,000        $44,000
LipoGenics                                32,000
                                         -------        -------

Total consolidated gross revenues        $34,000        $76,000
                                         =======        =======
</TABLE>



Bionutrics Health Products continues to experience a decline in sales due to
curtailment of advertising and support for the brand evolvE(R) as a result of
financial constraints. The Company does not expect evolvE(R) will contribute
significant revenue to its operations in the future.

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. New products will be based on new technology extending beyond a
tocotrienol platform. The Company has announced that it is launching two new
cardiovascular products under the brand names, "Vitenol E(R) 20/20 - For Heart &
Health" and CARDIO-CIN(TM) - For Heart and Health". Vitenol E is a rice bran
extract and is a more effective antioxidant than standard vitamin E. CARDIO-CIN
is based on Bionutrics's patented niacin and soluble fiber composition. These
products are targeted to the cholesterol dietary supplement market.


                                      -9-
<PAGE>


LipoGenics revenues for the three months ended April 30, 2001 are zero compared
to the same three months in 2000 of $32,000. 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.

Cost of revenues for the three months ended April 30, 2001 was $41,000 versus
$20,000 for the same quarter in 2000. Cost of revenues for the second quarter of
2001 was negatively impacted by the write-off of expired inventory held under
consignment.

Operating expenses for the three months ended April 30, 2001 of $719,000 were
$325,000 less than that recognized for the same quarter in 2000 of $1,044,000.
Operating expenses for the second quarter of 2000 included a $350,000 expense
relating to the issuance of common stock as consideration for consulting
services performed for the Company.

Other expense for the three months ended April 30, 2001 was $128,000 versus a
other expense of $128,000.

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 February 28, 2001 and February
29, 2000 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 February 28, 2001 and February 29, 2000 are as follows:

<TABLE>
<CAPTION>
                              3 MONTHS ENDED        3 MONTHS ENDED
                             FEBRUARY 28, 2001     FEBRUARY 29, 2000
<S>                          <C>                   <C>
Revenues                     $   774,000             $   974,000
Expenses                       1,030,000               1,230,000
                             -----------             -----------
Net loss (income)            $  (256,000)            $  (256,000)
                             ===========             ===========
</TABLE>

Net loss decreased to $863,000 or $.19 per basic and diluted share for the three
months ended April 30, 2001 from $1,164,000, or $.28 per basic and diluted share
for the quarter ended April 30, 2000 due primarily to lower operating expenses.

Six months ended April 30, 2001 compared with six months ended April 30, 2000.

RESULTS OF OPERATIONS


Trends and comments as noted for the second quarter apply also to the six month
year-to-date comparisons.


                                      -10-
<PAGE>



Consolidated gross revenues for the six months ended April 30, 2001 were $57,000
versus $263,000 for the same period in 2000 and is summarized by subsidiary as
follows:

<TABLE>
<CAPTION>
                                           FOR THE SIX MONTHS ENDED
                                                   APRIL 30,
                                      ------------------------------------
                                             2001                   2000
<S>                                   <C>                     <C>
Bionutrics Health Products            $     57,000            $    201,000
LipoGenics                                  62,000
                                      ------------            ------------

Total gross revenues                  $     57,000            $    263,000
                                      ============            ============
</TABLE>



Bionutrics Health Products Inc. 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 is repositioning itself as a
product development company and recognized revenues of $100,000 during the six
months ended April 30, 2000 for services related to its development activities.

LipoGenics revenues for the six months ended April 30, 2001 are zero compared to
the same six months in 2000 of $62,000. 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.

Cost of revenues for the six months ended April 30, 2001 was $48,000 versus
$38,000 for the same period in 2000.

Operating expenses for the six months ended April 30, 2001 of $1,326,000 were
$285,000 less than that recognized for the same period in 2000 of $1,611,000.
Operating expenses for the six months ended 2000 included a $350,000 expense
related to the issuance of common stock as consideration for consulting services
performed for the Company.

Other expense for the six months ended April 30, 2001 was $112,000 versus
$139,000 for the same period in 2000. This decrease is primarily due to the
Company's equity in the of InCon Processing, LLC.

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 six months ended February 28, 2001 and February 29,
2000 are included in the Company's statement of operations as if they had the
same fiscal period. Results of Operations for InCon Processing for the 6 months
ended February 28, 2001 and February 29, 2000 are as follows:

<TABLE>
<CAPTION>

                             6 MONTHS ENDED        6 MONTHS ENDED
                            FEBUARY 28, 2001      FEBUARY 28, 2000
<S>                          <C>                     <C>
Revenues                     $ 1,995,000             $ 2,150,000
Expenses                       2,241,000               2,423,000
                             -----------             -----------
Net loss (income)            $  (246,000)            $  (273,000)
                             ===========             ===========
</TABLE>

Net loss was $1,456,000 or $.32 per basic and diluted share for the six months
ended April 30, 2001 compared to $1,604,000 or $.38 per basic and diluted share
for the same period in 2000.

                                      -11-
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES


Net cash used in operating activities during the six-month period ended April
30, 2001 was $1,127,000 as compared to $1,050,000 during the same period in
2000.

The Company did not generate any cash from investing activities during the six
months ended April 30, 2001 and April 30, 2000.

Net cash provided by financing activities totaled $498,000 for the six-month
period ended April 30, 2001 versus $646,000 from the same period in 2000. The
cash provided during the six months ended April 30, 2001 was from the sale of
common stock pursuant to an equity line of credit whereas the cash provided
during the same period ended April 30, 2000 was from the issuance of debt.

The Company requires additional financing at the beginning of the third quarter
of the current fiscal year. The Company will require at least $3,000,000 to
support its general working capital needs such as salaries and administrative
expenses for the next 12 months as well as to fund the research and development
costs necessary to complete the launch of its recently developed products. The
Company is currently in negotiations to secure this necessary capital through
debt financing. The Company also seeks equity financing through private
placements to act as a short-term bridge while completing the debt financing.
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. The Company has been notified that it has failed
to maintain a minimum bid price of $1.00 over 30 consecutive trading days
(pre-reverse stock split). The Company was given until May 7, 2001 to
demonstrate compliance. The Company subsequently received a notice that its
stock would be delisted. However, the Company has appealed to Nasdaq for a
hearing, and the delisting is stayed during the hearing period. In order to
maintain compliance with the Nasdaq listing standards, the Board of Directors
and the shareholders approved a one-for-five reverse stock split affected at the
close of business on May 29, 2001.

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.




                                      -12-
<PAGE>

                                BIONUTRICS, INC.

                           PART II - OTHER INFORMATION


ITEM 2(c)                  Changes in Securities:


                           In March 2001, issued 6,095 shares of common stock at
                           $3.30 per share to Research Works for investor
                           relations services.

                           In April 2001, issued 40,000 shares of common stock
                           at $5.00 per share to the Ropart Investments LLC,
                           pursuant to the equity draw down facility entered
                           into on December 20, 2000. In connection with this
                           issuance, the Company issued 4,000, 3 year warrants
                           at an exercise price of $5.00 per share.

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


ITEM 4                     Submission of Matters to a Vote of Security Holders


                           The Company's 2001 Annual Meeting of Stockholders was
                           held on March 21, 2001. The following nominees were
                           elected to the Company's Board of Directors to serve
                           as a Class I directors for a three-year term or until
                           their successors are elected and qualified (Votes In
                           Favor and Withheld reflect common shares on a
                           pre-reverse stock split basis):
<TABLE>
<CAPTION>
Nominee                                     Votes in Favor                                       Withheld
-------                                     --------------                                       --------
<S>                                         <C>                                                  <C>
Ronald H. Lane                                 17,595,610                                        40,520
Daniel S. Antonelli                            17,595,610                                        40,520
William M. McCormick                           17,595,610                                        40,520
</TABLE>

The following nominee was elected to the Company's Board of Directors to serve
as a Class III director for a two-year term or until his successor is elected
and qualified:

<TABLE>
<CAPTION>
<S>                                            <C>                                               <C>
Richard M. Feldheim                            17,595,610                                        40,520
</TABLE>



The following directors' terms of office continued after the 2001 Annual Meeting
of Stockholders:

         Robert B. Goergen
         Y. Steve Henig, Ph.D.
         Milton Okin
         Fredrick Rentschler
         Winston A. Salser, Ph.D.


                                      -13-
<PAGE>

The following additional item was voted upon by the Company's stockholders:

      Proposal to ratify the appointment of Deloitte & Touche LLP as the
      independent auditors of the Company for the fiscal year ending October 31,
      2001.

<TABLE>
<CAPTION>

       Votes in Favor             Opposed        Abstained    Broker Non-Vote
       --------------             -------        ---------    ---------------
<S>                               <C>            <C>          <C>

       17,628,780                  4,750            2,600          0
</TABLE>


ITEM 6   Exhibits and Reports on Form 8-K


         (a)   Exhibits - None


         (b)   Reports on Form 8-K - None




                                      -14-
<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
         ---------------------------------------------




                                      -15-