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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the fiscal year ended June 30, 2002

                          Commission File No. 000-04123

                            MOYCO TECHNOLOGIES, INC.
                  (Name of small business issuer in its charter

         Pennsylvania                                   23-1697233
---------------------------------        --------------------------------------
  (State or other jurisdiction            (IRS Employer Identification Number)
of incorporation or organization)

       200 Commerce Drive
  Montgomeryville, Pennsylvania                           18936
---------------------------------        --------------------------------------
     (Address of principal                              (Zip Code)
       executive offices)

       Registrant's telephone number, including area code: (215) 855-4300
-------------------------------------------------------------------------------
         Securities registered pursuant to Section 12(b) of the Act:

      Title of each class              Name of each exchange on which registered
---------------------------------      -----------------------------------------
             None                                          None


           Securities registered pursuant to Section 12(g) of the Act:

                     Common stock, par value $.005 per share
--------------------------------------------------------------------------------
                                (Title of Class)

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 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 ____

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-KSB is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.

Registrant's net revenues for the year ended June 30, 2002 were $5,197,900.

Aggregate market value of the voting stock held by non-affiliates of the
registrant on October 1, 2002 computed by reference to the closing bid price of
the registrant's Common Stock as reported by NASDAQ on that date ($0.35):
$586,215

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares outstanding of the registrant's Common Stock, par value
$.005 per share (the "Common Stock"), as of October 1, 2002, was 5,094,076.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

DOCUMENTS INCORPORATED BY REFERENCE

None

                                       1

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Introductory Note


Moyco Technologies, Inc. was incorporated in 1968 under the laws of the
Commonwealth of Pennsylvania. As used herein, the term "Moyco" or the "Company"
includes Moyco Technologies, Inc. and subsidiaries unless the context otherwise
indicates. The Company, through its wholly owned subsidiary, Moyco Precision
Abrasives, Inc., manufactures, markets, and distributes extremely uniform and
fine abrasive films, commercial coated abrasives, slurries, polishing agents and
related products.

The statements contained in this Form 10-KSB that are not historical are
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, including
statements regarding the expectations, beliefs, intentions or strategies
regarding the future. Additionally, from time to time, the Company or its
representatives have made or may make forward-looking statements, orally or in
writing. Such forward-looking statements may be included in, but are not limited
to, press releases, oral statements made with the approval of an authorized
executive officer or in various filings made by the Company with the Securities
and Exchange Commission. When used in this Form 10-KSB, statements that are not
statements of historical fact may be deemed to be forward-looking statements.
Without limiting the foregoing, the words "anticipates," "plans," "intends,"
"expects" and similar expressions are intended to identify such forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this Report These
forward-looking statements reflect the Company's views as of the date they are
made with respect to future events and financial performance and are, generally,
but not exclusively, identified by the use of such terms as "may," "will,"
"should," "expect," "anticipate," "intend," "plan," "project," "estimate,"
"believe," "goal," or "continue," or comparable terminology that involves risks
or uncertainties. However, these forward-looking statements are subject to many
uncertainties and risks, which could cause the actual results of the Company to
differ materially from any future results expressed or implied by such
statements. Additionally, the Company does not undertake any obligation to
update any forward-looking statements.

The risk factors identified in the cautionary statements within this report
could cause actual results to differ materially from those suggested in these
forward-looking statements. Also, the Company may, from time to time, set forth
additional risk factors on Forms 10-QSB and 8-K. However, the risk factors
listed below or in future reports of the Company are not exhaustive. New risk
factors emerge from time to time, and it is not possible for management to
predict all of such risk factors, nor can it assess the impact of all of such
risk factors on the Company's business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements. Accordingly, forward-looking
statements should not be relied upon as a prediction of actual results. The
cautionary statements below are being made pursuant to the "safe-harbor"
provisions of the Private Securities Litigation Reform Act of 1995 (the "Act").
The Company intends that all forward-looking statements made, in whatever form,
be considered subject to the Act.

See "Item 1. Description of Business - Special Considerations and Risk Factors"
for a discussion of certain risks.

                                       2

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                                     PART I

ITEM 1. BUSINESS.

The Company

Moyco Technologies, Inc. was incorporated in 1968 under the laws of the
Commonwealth of Pennsylvania. As used herein, the term "Moyco" or the "Company,"
includes Moyco Technologies, Inc. and subsidiaries unless the context otherwise
indicates. The Company, through its wholly owned subsidiary, Moyco Precision
Abrasives, Inc., manufactures, markets, and distributes extremely uniform and
fine abrasive films, commercial coated abrasives, slurries, polishing agents and
related products. Moyco also provides technical assistance to its customers to
optimize various polishing processes for the purpose of improving production
yields and finished product performance. Moyco polishing materials are used by
customers in various industries for a wide range of applications including, but
not limited to, fiber-optics, semiconductor, metallurgical, lapidary, automotive
parts, nail files, surgical and hobby.

Recent Developments
-------------------

Sale of Dental Supplies Business and Use of Proceeds

Up until May 25, 2001, the Company was engaged in the manufacturing, marketing
and distributing of dental supplies such as waxes, abrasives, medicaments,
dental mirrors, endodontic (root canal) instruments, materials and equipment,
sundry dental items, hand instruments, sterilization items, as well as the
repacking and distributing of other dental products for sale to the professional
dental market. On May 25, 2001, the Company completed the sale of this business
segment to Miltex Instrument Company, Inc. ("Miltex"), an affiliate of American
Securities Capital Partners, LLP. The operating results of the dental supplies
business segment have been reported as discontinued operations for all periods
presented.

Fiber-Optic Industry Downturn

Due to continued pressures on economic outlook, as well as the severe downturn
in the fiber-optic consumables market, the Company expects revenues from its
proprietary fiber-optic polishing films to continue to be depressed for the
foreseeable future. Several of Moyco's most significant accounts are continuing
the process of reducing inventories and production levels to combat the economic
problems currently facing the fiber-optic industry as a whole. This short-term
situation will continue to directly negatively affect Moyco revenues and
profits. During the fiscal years ended June 30, 2002 and 2001, sales of
fiber-optic polishing films totaled approximately $2.6 million or 49% and $6.5
million or 65%, respectively of total revenues generated by the Company. While
Moyco has been diligently working with its customer base on new advanced
products which should secure improved long-term results once the industry
returns to a growth trend, the short-term (one-year) outlook remains negative.
Moyco is also aggressively pursuing opportunities in markets outside of its core
fiber-optic business including, but not limited to, roll finishing, automotive
part, and metallurgical polishing. Ultimately, when fiber-optic connectors are
as a matter of standard practice installed for home and office use, Moyco should
benefit from the increased demand for polishing films related to fiber-optic
components used for this application.

Cost Containment Measures

We continue to restructure the Company to be proactive in cost reduction while
increasing our sales efforts. The Company has taken major cost containment steps
by reducing staffing and non-essential expenses. Measures taken to date have
included reductions in headcount, negotiated fee reductions by professional
service firms, and salary reductions by several employees.

Refinancing of Mortgages and Capital Leases

Subsequent to the fiscal year end, on September 27, 2002, the Company
restructured its debt obligations by entering into a mortgage agreement in the
amount of $1,550,000 with an insurance company. The proceeds were used to retire
all outstanding long-term debt and buy out all capital leases, as well as
providing working capital of $142,476 to the Company. The new loan bears a fixed
interest rate of 7.42%, and has a ten-year term and twenty-year amortization.

                                       3

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Outlook for the Company's Precision Abrasives Business

The Company is now focused exclusively on the precision abrasives business
segment, which has targeted four applications and markets to generate additional
revenues for its precision lapping films and slurries. In addition to the
fiber-optic market, the Company's growth strategy is to target specific
opportunities related to the finishing and polishing of ceramic rolls,
automotive parts, and metallurgical samples. The Company will continue to invest
in product development and quality assurance in order to serve the fiber-optic
market and other targeted industries.

Based on available industry information, fiber-optic technologies will be widely
installed in both the home and workplace, resulting in increased demand for the
Company's polishing films. As a result, the Company believes that the long-term
outlook for its business is positive, based on its expectation of an eventual
return to historical growth rates in the fiber-optic consumables market.

Market Diversification Plan

The Company is actively pursuing a plan to enter several markets with new
products incorporating its abrasives manufacturing technologies. If successful,
the Company may establish a new business segment covering products for these new
markets.

Noncompliance with NASDAQ Minimum Bid and Market Value Requirements

In July 2002, the Company was notified by NASDAQ that for thirty (30)
consecutive days, the bid price of Moyco common stock had closed below the
minimum $1.00 per share requirement for continued listing.

In accordance with NASDAQ regulations, Moyco has been provided with a grace
period of 180 calendar days, or until January 22, 2003 to regain compliance. If,
at anytime before January 22, 2003, the bid price of Moyco common stock closes
at $1.00 per share or more for a minimum of ten (10) consecutive trading days,
Moyco will be notified that it complies with the NASDAQ minimum bid rule. In the
event that the Company is delisted from the NASDAQ SmallCap Market, the
Company's common stock will be traded in the over the counter ("OTC") market
between dealers in securities.

In October 2002, the Company was notified by NASDAQ that for thirty (30)
consecutive days, the Minimum Market Value of Publicly Held Shares for Moyco
common stock had not met the required minimum of $1,000,000 for continued
listing.

In accordance with NASDAQ regulations, Moyco has been provided with a grace
period of 90 calendar days, or until January 6, 2003 to regain compliance. If,
at anytime before January 6, 2003, Moyco's Minimum Market Value of Publicly Held
Shares is maintained at $1,000,000 or more for a minimum of ten (10) consecutive
trading days, Moyco will be notified that it complies with the rule. In the
event that the Company is delisted from the NASDAQ SmallCap Market, the
Company's common stock will be traded in the over the counter ("OTC") market
between dealers in securities.

Products - Marketing, Selling and Distribution - Manufacturing and Production
-----------------------------------------------------------------------------

Precision Abrasives Products

The Company is engaged in the manufacture of precision abrasive materials under
the name "Flex-I-Grit" and the production of extremely fine sub-micron and
nanometer abrasive films and slurries under the trademark "Ultralap". Moyco also
manufactures slurries (wet abrasives) for various fine finishing procedures. The
Company's abrasives are often manufactured to the specifications of customers
for various unique fine polishing requirements.

Marketing, Selling and Distribution

The Company markets its precision abrasive products to the following markets:
fiber-optics, semiconductor, metallurgical, lapidary, toy and hobby, imaging,
automotive parts, finger nail, ceramic roll and other markets which require
extremely fine polishing, lapping and finishing films and/or slurries.

The Company's objective is to offer specialty products at competitive prices,
and to work closely with its customers in order to manufacture customer-specific
polishing films which will optimize the customer's production processes and
product yields.

                                       4

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During the years ended June 30, 2002 and 2001, two customers combined for 27.7%
and 30.3%, respectively of the Company's total net sales.

Sales in the Precision Abrasives segment to overseas customers were 30.0% and
33.1% of total net sales for the years ended June 30, 2002 and 2001,
respectively.

The Company's abrasives made for the toy and hobby industry ("Flexi-I-Grit") are
sold by a master distributor and other repackers through the use of private
label arrangements. "Ultralap" products produced for high-tech manufacturing
industries are sold by in-house sales personnel, while also relying on some
commissioned sales agents and independent brokers. Marketing of the Company's
products is performed via maintenance of a website describing the Company's
products, attendance at trade shows, catalogs, technical and sales meetings with
customers, and telephone calls to companies included in trade listings of
high-tech manufacturers.

The Company's backlog of orders was $110,521 and $750,235 as of June 30, 2002
and as of June 30, 2001, respectively.

Historically, the Company's sales and working capital requirements do not vary
significantly during the year.

Manufacturing and Production

Moyco's abrasive films are manufactured using the Company's proprietary process
for more than twenty different applications and, therefore, are made in numerous
varieties which take into account many factors such as (i) type of grit (i.e.,
aluminum oxide, diamond, cerium, etc.), (ii) grit size, (iii) grit consistency,
(iv) color, (v) type of backing or substrate, (vi) finished product delivery
type (i.e., rolls, disks, sheets, strips, etc.) and (vii) customer requirements.

Sources and Availability of Supplies

The Company has experienced no significant problems in the purchase of raw
materials. It is impossible to predict future shortages of raw materials or the
impact such shortages would have on the Company's operating results or financial
condition. One supplier provided 17.0% of total raw materials during the fiscal
year ended June 30, 2002, while another supplier provided 34.7% of total raw
materials during the fiscal year ended June 30, 2001. In the event that any
vendor became unable or unwilling to fill the Company's requirements, the
Company believes that another supplier could be obtained with little disruption,
due to the large number of alternative vendors available.

Patents, Trademarks and Licenses

The Company's ability to compete effectively with other companies depends, in
part, on its ability to protect and maintain the proprietary nature of its
technology. The Company is reviewing the possibility of filing several new
patent applications related to its abrasives technologies. The Company treats
its design and technical data as confidential, and relies on nondisclosure
safeguards, such as confidentiality agreements, laws protecting trade secrets
and agreements to protect proprietary information. The Company also has
registered the trademarks "Ultralap" and "Flex-I-Grit", which has assisted the
Company in building brand identity and loyalty. All patents held in prior years
were related to the Company's Dental Supplies business segment, which was
divested during the current fiscal year. The Company holds no patents at this
time.

Research and Development

The Company engages in research activities directed toward the development of
new products relating to current product lines and the improvement of existing
products. Spending for research and development totaled $64,636 and $73,755 for
the years ended June 30, 2002 and 2001, respectively.

Competition

All of the lines of business in which the Company is presently engaged are
highly competitive. There are only a small number of manufacturers capable of
producing products similar to Moyco's, however these companies are larger and
have greater financial resources and more sales representatives than the
Company. The Company's significant competitors are 3M, Nippon Mining
Company/Mipox, and St. Gobain.

                                       5

<PAGE>

Employees

As of June 30, 2002, the Company employed 51 persons, of whom 38 were involved
in manufacturing, 6 engaged in marketing, sales and customer support, and 7
engaged in management and administration. None of the Company's employees is
represented by a labor union or collective bargaining agreement. The Company has
had no work stoppages and considers its relationship with its employees to be
good. The Company believes that its future success will depend in part on its
combined ability to attract, hire and retain qualified personnel. See "Special
Considerations and Risk Factors -- Dependence on Key Personnel."

Regulatory Matters

The manufacturing, packaging, labeling, advertising, promotion, distribution and
sale of the Company's products are subject to regulation by numerous national
and local governmental agencies in the United States of America and other
countries. The Company is subject to regulation under federal, state, and local
laws and regulations governing pollution and protection of human health and the
environment, including air emissions, water discharges, management and cleanup
of solid and hazardous substances and wastes. The Company believes that its
facilities and operations are in material compliance with all existing
applicable laws and regulations. The Company cannot, at this time, estimate the
impact of any future laws or regulations on its future operations or future
capital expenditure requirements. The Company is not aware of any pending
federal or state legislation that would have a material impact on the Company's
financial position, results of operations or capital expenditure requirements.

The Company believes it produces no significant discharges of waste or
pollutants into the environment, and there are no significant effects on the
Company in complying with current Federal, state and local environmental laws
and regulations.

                                       6

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Special Considerations and Risk Factors
---------------------------------------

As provided for under the Private Securities Litigation Reform Act of 1995, we
wish to caution stockholders and investors that the following important factors,
among others discussed throughout this Report on Form 10-KSB, in some cases have
affected and in some cases could affect our actual results of operations and
cause such results to differ materially from those anticipated in forward
looking statements made herein.

The Company is concentrated in only one line of business, and has incurred
substantial losses in light of the current economic conditions.

Subsequent to the sale of its Dental Supplies business segment, the Company is
solely dependent on sales from its abrasives product line. Historically, sales
from this product line have been concentrated in the fiber-optics market.
Concentration on only one line of business leaves the Company undiversified, and
prone to profitability swings due to changes in that one market. The Company
incurred income (losses) of ($1,070,162) and $210,247 from its continuing
operations for the fiscal years ended June 30, 2002 and 2001, respectively. The
loss is primarily attributable to the downturn in the fiber-optics market.
Although steps have been taken to diversify the customer base in regard to their
industries, the Company's success remains subject to levels of spending by
high-tech companies. The Company's prospects should be considered in light of
the difficulties frequently encountered in connection with the establishment of
a new business line and the competitive environment in which it operates. There
can be no assurance that the Company will be able to achieve profitable
operations in future operating periods.

Competitors with greater financial resources than Moyco may have a material
adverse effect on Moyco's business.

The Company faces substantial competition from other manufacturers. Competitive
pressure could result in price competition or the introduction of new products
by the Company's competitors, which could have an adverse impact on the
Company's revenues and results of operations. In addition, the Company is
engaged in industries characterized by extensive research efforts. Advances in
products and other discoveries or developments could render some of the
Company's products obsolete. Some of the companies with which the Company
competes or may compete in the future have or may have more extensive research,
marketing and manufacturing capabilities and significantly greater financial,
technical and personnel resources than the Company and may be better positioned
to continue to improve their technology in order to compete in evolving
industries. Although the Company believes its products and customer service to
be superior to its competitors, there can no assurance that the Company can
maintain its competitive position in the marketplace.

The Company is dependent on proprietary technology.

The Company's success will depend, in part, on its ability to maintain
protection for its products and manufacturing processes under United States and
foreign laws, to preserve its trade secrets and to operate without infringing
the proprietary rights of third parties. The Company's process and products are
not patented and existing copyright laws offer only limited practical
protection. There can be no assurance that any patent applications will result
in issued patents, that any issued patents will afford adequate protection to
the Company or not be challenged, invalidated, infringed or circumvented or that
any rights thereunder will afford competitive advantages to the Company.
Furthermore, there can be no assurance that others have not independently
developed, or will not independently develop, similar products and technologies
or otherwise duplicate any of the Company's products and technologies. All
patents held in prior years were related to the Company's Dental Supplies
business segment, which was divested during the prior fiscal year. The Company
holds no patents at this time.

The termination of Moyco's various line of credit agreements with its bank could
have a material adverse impact on the Company's financial condition and its
ability to generate and sustain its growth.

Historically, the Company's primary source of liquidity has been cash flow from
operations together with the remaining proceeds from sale of the dental business
segment in fiscal 2001. These funds, combined with borrowings from both banks
and municipal authorities, have provided the liquidity to finance the Company's
capital expenditures. The line of credit was subject to certain financial and
non-financial covenants with which the Company was not in compliance at June 30,
2002. Upon refinancing of the Company's debt obligations, which occurred
subsequent to the fiscal year end, this line of credit agreement was terminated
along with the Company's long-term debt obligations to the bank. The Company's
future cash requirements are expected to be met via the net proceeds from the
debt refinancing and from cash flow from operations. The lack of a line of
credit agreement, however, could have a material adverse impact on Moyco's
ability to fund future capital expenditures, sales and marketing, research and
development, and increase inventories and receivables as necessary to satisfy
any future growth in sales.

                                       7

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Moyco has limited working capital and may need additional funds to finance
future operations.

Moyco's capital requirements have been and will continue to be significant.
Historically, the Company has been substantially dependent upon cash flow from
operations and on loans from lending institutions to fund such requirements. In
fiscal 2001, Moyco also relied on the net proceeds of the sale of its Dental
Supplies business segment to fund these requirements. Due to the severe downturn
in the fiber-optics market, Moyco's continuing operations incurred a loss of
$1,070,162 during fiscal year ended June 30, 2002 and, although Moyco has
implemented various cost containment measures, it expects these losses to
continue until it is able to develop alternative markets for its abrasives
products. Further, subsequent to the fiscal year ended June 30, 2002, Moyco
terminated its outstanding line of credit agreement. Accordingly, the Company
must be able to finance its future operations from the proceeds received from
the restructuring of its debt and from cash flow from operations. During the
fiscal years ended June 30, 2002 and June 30, 2001, the Company's operations
provided (used) ($3,023,634) and $1,560,577 of cash, respectively. These
amounts, however, may not be sufficient to fund Moyco's operations. If these
amounts are insufficient, Moyco will be forced to seek additional loans and/or
the sale of equity securities. Such funds, however, may not be available or, if
available, may not be on satisfactory terms. In the event such funds are not
available, Moyco will be forced to further reduce its current and proposed
operations.

Moyco may be unable to protect its proprietary technology.

Moyco's success depends to a significant extent on its ability to protect the
proprietary and confidential aspects of its production process and products and
the trade names and registered trademarks associated with them. The Company
relies upon a combination of trade secret, copyright and trademark laws, license
agreements, nondisclosure and other contractual provisions and various security
measures to protect these proprietary rights. There can be no assurance that any
legal protections afforded to Moyco or precautions we take will be adequate to
prevent misappropriation of our technology or the trade names associated with
them. Any infringement or misappropriation of Moyco's proprietary technologies
or the related trade names could have the effect of allowing competitors to use
its proprietary information to compete against Moyco. In addition, these limited
protections do not prevent independent third-party development of functionally
equivalent or superior technologies, products or services.

The loss of one or more of Moyco's large customers would have a detrimental
affect on Moyco's financial condition.

During the years ended June 30, 2002 and 2001, two customers combined for 27.7%
and 30.3%, respectively of the Company's total net sales. The Company expects
sales to these customers to remain the same in relation to overall sales for the
foreseeable future. The loss of these customers could have a material adverse
effect on the Company's business, results of operations and financial condition.

Moyco's Chairman and CEO is also the controlling shareholder and may influence
the outcome of matters requiring shareholder approval.

Marvin E. Sternberg, the CEO and Chairman of Moyco is also Moyco's largest and
controlling shareholder. As of September 1, 2002, Mr. Sternberg owned, either
directly or indirectly, 2,954,741 shares (including options) or 58.0% of Moyco
common stock. Accordingly, Mr. Sternberg through his ownership interest in Moyco
may determine the outcome of any matter requiring shareholder approval of Moyco,
if these matters were deemed by the shareholders of Moyco to be in their best
interests. See "Item 12 -- Certain Relationships and Related Transactions."

The Company is dependent on key personnel.

The Company is and will be dependent on its key management personnel: Marvin E.
Sternberg, the CEO and Chairman, Joseph S. Sternberg, son of the CEO and Vice
President, General Counsel & Secretary, and Mark E. Sternberg, son of the CEO,
Administrative Vice President, and Chief Financial Officer. In addition to
members of the Sternberg family, there are approximately five other employees
that the Company considers key to its ability to meet its long-tem objectives.
There can be no assurance that such individuals will be able to successfully
implement the Company's strategies or that such individuals will remain with the
Company. The loss of one or more of these individuals could have a material
adverse effect on the business and operations of the Company. In addition, the
Company will need to attract and retain other qualified individuals to satisfy
its personnel needs. There can be no assurance that the Company will be
successful in retaining its key management personnel or in attracting and
retaining new employees.

                                       8

<PAGE>

The Company normally does not pay cash dividends and does not intend to pay cash
dividends in the future.

The Company has not paid a cash dividend on its common stock with the exception
of the special distribution upon the sale of its Dental Supplies business
segment. The Company currently intends to retain all earnings to finance the
expansion of its business and does not anticipate paying cash dividends in the
foreseeable future. Any future determination to pay cash dividends on its common
stock or preferred stock will be at the discretion of the Board of Directors and
will be dependent upon the Company's financial condition, operating results,
capital requirements and other such factors as the Board of Directors deems
relevant.

Moyco Technologies, Inc. is currently in danger of having its shares delisted
from the NASDAQ stock market.

In July of 2002, the Company was notified by NASDAQ that for thirty (30)
consecutive days, the bid price of Moyco common stock had closed below the
minimum $1.00 per share requirement for continued listing.

In accordance with NASDAQ regulations, Moyco has been provided with a grace
period of 180 calendar days, or until January 22, 2003 to regain compliance. If,
at anytime before January 22, 2003, the bid price of Moyco common stock closes
at $1.00 per share or more for a minimum of ten (10) consecutive trading days,
Moyco will be notified that it complies with the NASDAQ minimum bid rule. In the
event that the Company is delisted from the NASDAQ SmallCap Market, the
Company's common stock will be traded in the over the counter ("OTC") market
between dealers in securities.

In October 2002, the Company was notified by NASDAQ that for thirty (30)
consecutive days, the Minimum Market Value of Publicly Held Shares for Moyco
common stock had not met the required minimum of $1,000,000 for continued
listing.

In accordance with NASDAQ regulations, Moyco has been provided with a grace
period of 90 calendar days, or until January 6, 2003 to regain compliance. If,
at anytime before January 6, 2003, Moyco's Minimum Market Value of Publicly Held
Shares is maintained at $1,000,000 or more for a minimum of ten (10) consecutive
trading days, Moyco will be notified that it complies with the rule. In the
event that the Company is delisted from the NASDAQ SmallCap Market, the
Company's common stock will be traded in the over the counter ("OTC") market
between dealers in securities.

As a result of such delisting, an investor could find it more difficult to
dispose of, or to obtain accurate quotations as to the market value of, the
Company's securities. In the event that the Company's common stock were to
become delisted from trading on NASDAQ and the trading price of the common stock
was below $5.00 per share on the date the common stock was delisted, trading in
such securities would also be subject to the requirements of certain rules
promulgated under the Exchange Act, which require additional disclosure by
broker-dealers in connection with any trades involving a stock defined as a
penny stock (generally, any non-NASDAQ equity security that has a market price
of less than $5.00 per share, subject to certain exceptions). Such rules require
the delivery, prior to any penny stock transaction, of a disclosure schedule
explaining the penny stock market and the risks associated therewith, and impose
various sales practice requirements on broker-dealers who sell penny stocks to
persons other than established customers and accredited investors (generally
institutions). For these types of transactions, the broker-dealer must make a
special suitability determination for the purchaser and have received the
purchaser's written consent to the transaction prior to sale. The additional
burdens imposed upon broker-dealers by such requirements may discourage
broker-dealers from effecting transactions in the Company's securities, which
could severely limit the market price and liquidity of such securities and the
ability of purchasers to sell their securities in the secondary market.

                                       9

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ITEM 2. PROPERTIES.

The Company owns a building in Montgomeryville, Pennsylvania, which is a
one-story, cinder block building containing approximately 40,125 square feet, of
which 14,250 square feet are used for manufacturing; 19,875 square feet for
warehousing and 6,000 square feet for offices. This facility is primarily used
for the manufacture of precision abrasives and the Company's sales,
administration and management offices, and is encumbered by a mortgage in the
amount of $1,550,000. The Company believes its existing facilities are suitable
to conduct its present business with no plans for expansion or improvement. The
Company believes that the property is adequately covered by insurance.



ITEM 3. LEGAL PROCEEDINGS.

The Company was not involved in any material legal proceedings, other than
ordinary litigation incidental to the business and, specifically, was not
involved in any material environmental litigation or governmental proceedings.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

                                       10

<PAGE>



                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.

Since October 20, 1998, Moyco's Common stock has been traded on the NASDAQ
SmallCap Market under the symbol "MOYC". Between January 26, 1996, and October
19, 1998, the Company's Common stock was traded on the NASDAQ National Market,
and prior to that time was traded in the over-the-counter market between dealers
in securities.

In July 2002, the Company was notified by NASDAQ that for thirty (30)
consecutive days, the bid price of Moyco common stock had closed below the
minimum $1.00 per share requirement for continued listing. In accordance with
NASDAQ regulations, Moyco has been provided with a grace period of 180 calendar
days, or until January 22, 2003 to regain compliance. If, at anytime before
January 22, 2003, the bid price of Moyco common stock closes at $1.00 per share
or more for a minimum of ten (10) consecutive trading days, Moyco will be
notified that it complies with the NASDAQ minimum bid rule. In the event that
the Company is delisted from the NASDAQ SmallCap Market, the Company's common
stock will be traded in the over the counter ("OTC") market between dealers in
securities.

In October 2002, the Company was notified by NASDAQ that for thirty (30)
consecutive days, the Minimum Market Value of Publicly Held Shares for Moyco
common stock had not met the required minimum of $1,000,000 for continued
listing. In accordance with NASDAQ regulations, Moyco has been provided with a
grace period of 90 calendar days, or until January 6, 2003 to regain compliance.
If, at anytime before January 6, 2003, Moyco's Minimum Market Value of Publicly
Held Shares is maintained at $1,000,000 or more for a minimum of ten (10)
consecutive trading days, Moyco will be notified that it complies with the rule.
In the event that the Company is delisted from the NASDAQ SmallCap Market, the
Company's common stock will be traded in the over the counter ("OTC") market
between dealers in securities.

The following table sets forth the high and low sales prices per share for each
quarter during fiscal years 2002 and 2001 based on NASDAQ SmallCap and National
Market Composite Transactions.
<TABLE>
<CAPTION>
                                                                          High                Low
                                                                         -----               -----
              <S>                                                        <C>                 <C>
              First quarter ended September 30, 2001                     $1.47               $1.00
              Second quarter ended December 31, 2001                      1.87                0.95
              Third quarter ended March 31, 2002                          2.37                1.00
              Fourth quarter ended June 30, 2002                          1.15                0.50

              First quarter ended September 30, 2000                     $3.13               $1.63
              Second quarter ended December 31, 2000                      2.94                1.31
              Third quarter ended March 31, 2001                          3.13                1.81
              Fourth quarter ended June 30, 2001                          2.99                1.03
</TABLE>

The number of shareholders of record at October 1, 2002 was 648, which excludes
shareholders whose shares are held in nominee or "street" name by brokers.

On April 6, 2001, the Company declared a special distribution to shareholders
payable on June 1, 2001 in the amount of $1.45 per share, or $7,308,900 in
aggregate. The special distribution was charged to additional paid-in capital
and retained earnings in the amounts of $5,874,104 and $1,434,796 respectively,
effective the date the dividend was declared.

On October 16, 2001 the Company's Board of Directors authorized the repurchase
of up to $1 million of Moyco common stock. The program commenced immediately and
will continue through December 31, 2002. At the discretion of management,
purchases may be made from time to time in open market transactions subject to
market conditions, the price of the common stock, and available financial
resources. Through September 30, 2002, a total of 5,200 shares at a total cost
of $4,670 were repurchased, representing all shares repurchased to date under
this program.

The Company's anticipated capital requirements are such that it does not expect
to pay cash dividends but rather intends to retain earnings in order to finance
the development of its business.

In April 2002, the Company issued 46,154 shares of restricted common stock,
valued at approximately $48,000 on date of issuance, to a consulting firm for
professional services to review and evaluate strategic alternatives, including
but not limited to mergers, acquisitions, and other potential alliances.

                                       11

<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

Safe Harbor for Forward-Looking Statements

      From time to time, the Company may publish statements, which are not
historical fact, but are forward-looking statements relating to such matters as
anticipated financial performance, business prospects, technological
developments, new products, research and development activities and similar
matters. The Private Securities Litigation Reform Act of 1995 provides safe
harbor for forward-looking statements.

      These forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical and anticipated results or other expectations expressed in the
Company's forward-looking statements. Such forward-looking statements may be
identified by the use of certain forward-looking terminology, such as, "may,"
"will," "should," "expect," "anticipate," "intend," "plan," "project,"
"estimate," "believe," "goal," or "continue," or comparable terminology that
involves risks or uncertainties. Actual future results and trends may differ
materially from historical results or those anticipated depending on a variety
of factors, including, but not limited to (i) competition within the Company's
industries; (ii) the effect of economic conditions; (iii) supply risks,
including shortages and increases in the costs of key raw materials; (iv)
dependence on the services of the Company's executive officers, and other key
operations and technical personnel; and (v) legal proceedings.

      Moyco Technologies, Inc. was incorporated in 1968 under the laws of the
Commonwealth of Pennsylvania. The Company, through its wholly owned subsidiary,
Moyco Precision Abrasives, Inc., manufactures, markets, and distributes
extremely uniform and fine abrasive films, commercial coated abrasives,
slurries, polishing agents and related products. Moyco also provides technical
assistance to its customers to optimize various polishing processes for the
purpose of improving production yields and finished product performance. Moyco
polishing materials are used by customers in various industries for a wide range
of applications including, but not limited to, fiber-optics, semiconductor,
metallurgical, lapidary, automotive parts, nail files, surgical and hobby. Until
May 25, 2001, Moyco was also engaged in the manufacturing, marketing and
distributing of dental supplies such as waxes, abrasives, medicaments, dental
mirrors, endodontic (root canal) instruments, materials and equipment, sundry
dental items, hand instruments, sterilization items, as well as the repacking
and distributing of other dental products for sale to the professional dental
market. On May 25, 2001, Moyco completed the sale of this business segment to
Miltex Instrument Company, Inc.

      For further explanation of the Company and its operating environment, see
Item 1. "Description of Business - Special Considerations and Risk Factors".

Critical Accounting Policies

      The preparation of financial statements and related disclosures in
conformity with accounting principles generally accepted in the United States of
America requires management to make judgments, assumptions and estimates that
affect the amounts reported in the Company's consolidated financial statements
and the accompanying notes. The amounts of assets and liabilities reported in
the Company's balance sheets and the amounts of revenues and expenses reported
for each fiscal period are affected by estimates and assumptions which are used
for, but not limited to, the accounting for receivable credits, allowance for
doubtful accounts, inventory and income taxes. Actual results could differ from
these estimates. The following critical accounting policies are significantly
affected by judgments, assumptions and estimates used in the preparation of the
consolidated financial statements.

      Revenue is recognized upon shipment, net of estimated returns, provided
that collection is determined to be probable and no significant obligations
remain. Estimates for returns are adjusted periodically based upon historical
rates of returns and recent sales volumes. Actual results could differ from
these estimates.

      The allowance for doubtful accounts is based on an assessment of the
collectibility of specific customer accounts as well as the aging of the
accounts receivable. If there is a deterioration of a major customer's credit
worthiness or actual defaults are higher than historical experience, the
estimates of recoverability of amounts due to the Company could be adversely
affected.

      Inventory purchases and purchase commitments are based upon forecasts of
future demand. Inventories are valued at the lower of cost (calculated under a
first-in, first-out basis) or market. If it is believed that demand no longer
permits inventory items to be sold above cost or not al all, then those
inventory items are written down to market value or to zero. If customer demand
subsequently differs from the forecast, requirements for inventory write-offs
could differ from the Company's estimates.

                                       12

<PAGE>

      Our key accounting estimates and policies are reviewed with the audit
committee.

Results of Operations

      As a result of the sale of the Company's Dental Supplies business segment
in May 2001, the Company's operations consist entirely of its abrasives segment.
Unless otherwise stated, all figures below relate to continuing operations only.

Summary Of Results From Continuing Operations
<TABLE>
<CAPTION>

                                                           For the Year Ended June 30
                                                           --------------------------

                                                           2002                   2001
                                                           ----                   ----
              <S>                                       <C>                    <C>
              Net sales                                 $5,197,900             $9,902,780

              Gross profit                                 765,588              4,003,146

              (Loss) Income from continuing
              operations before income taxes            (1,469,604)               397,335
</TABLE>

      Over the past two years, sales of the Company's precision abrasives fell
from $9.9 million in fiscal 2001 to $5.2 million in fiscal 2002. This decline is
primarily the result of the downturn in the fiber-optic connector industry and
other high-tech manufacturing sectors.

      The Company recorded a loss from continuing operations of $1,070,162 for
fiscal 2002. This decline from the income of $210,247 in the prior period is
attributable to the aforementioned decline in sales during the period. The
deterioration in gross profit margins is largely attributable to the Company's
reduced volume of sales with which to recover its fixed manufacturing costs.


Year Ended June 30, 2002 Compared to Year Ended June 30, 2001

      Net sales in fiscal 2002 totaled $5,197,900 a decrease of $4,704,880 (47%)
from fiscal 2001. This decline is primarily the result of a downturn in the
high-tech manufacturing industries, and the fiber-optic industry in particular.
During the fiscal years ended June 30, 2002 and 2001, sales of fiber-optic
polishing films totaled approximately $2.6 million or 49%, and $6.5 million or
65%, respectively of total revenues generated by the Company. Several of Moyco's
most significant accounts have continued the process of reducing inventories and
production levels to combat the economic problems currently facing the
fiber-optic industry as a whole.

      During the years ended June 30, 2002 and 2001, two customers combined for
27.7% and 31.0%, respectively of the Company's total net sales. Sales in the
Precision Abrasives segment to overseas customers were 30.0% and 33.1% of total
net sales for the years ended June 30, 2002 and 2001, respectively.

      The Company's backlog of orders was $110,521 and $750,235 as of June 30,
2002 and as of June 30, 2001, respectively.

      Gross profit decreased by a total of $3,237,558 from $4,003,146 (40.4% of
net sales) in fiscal 2001 to $765,588 (14.7% of net sales) in fiscal 2002. The
deterioration in gross profit dollars and percentage is attributable to the
Company's reduced volume of sales with which to recover its fixed manufacturing
costs.

      Sales and marketing expenses decreased from $960,371 (9.6% of net sales)
in fiscal 2001 to $834,343 (16.0% of net sales) in fiscal 2002 primarily as a
result of spending reductions in light of the worsened selling environment.

      Research and development expenses remained relatively constant between
periods.

      General and administrative expenses decreased from $2,352,720 (23.7% of
net sales) to $1,357,425 (26.1% of net sales) also as a result of the Company's
measures to contain costs in the current operating situation. Measures taken to
date have included negotiated fee reductions by professional service firms and
salary reductions by several employees.

                                       13

<PAGE>

      Interest expense decreased from $275,320 to $11,534 due to payoffs of
long-term debt near the end of the fiscal year ended June 30, 2001.

      The Company's effective tax rate (benefit) was (27.2%) and 47.1% for the
fiscal years ended June 30, 2002 and 2001, respectively. The change resulted
primarily from an increase in the valuation allowance for deferred tax assets.


Liquidity and Capital Resources

      Historically, the Company's primary source of liquidity has been cash flow
from operations, together with the net proceeds from the sale of the dental
business segment. These funds, combined with borrowings under long-term debt
obligations with both banks and municipal authorities, have provided the
liquidity to finance the Company's capital expenditures and continued
operations. Substantially all of the Company's assets are pledged as collateral
for its debt obligations.

      On January 10, 2001, the Company entered into an agreement to sell its
dental supplies business segment to Miltex Instrument Company, Inc., an
affiliate of American Securities Capital Partners, LLP., for $16,646,563 of
which the Company received $15,946,563 of cash at closing and approximately
$700,000 of cash and customer receivables in October, 2001. Management's used
the net proceeds to retire outstanding borrowings and to pay a special
distribution to all shareholders.

      On October 26, 2001 the Company and Miltex Instrument Company, Inc., the
purchaser of the Company's dental supply business, agreed upon the disbursements
to be made out of the escrow account established in connection with the
transaction. The parties agreed that an aggregate amount of $611,803 (including
interest earned by the escrow account) would be paid to the Company and the
balance of $398,410 would be delivered to Miltex. In addition, the Company
obtained the rights to collect on four past-due and questionable accounts
formerly related to the dental business, with an aggregate face value of
$269,539. Collections of $71,985 on these accounts have been accounted for
within the gain on sale.

      Cash used in operating activities during fiscal 2002 consisted of
operating losses and payments of $2,173,129 in taxes relating to the prior year
sale of the Dental Supplies business segment. Cash provided by investing
activities during the year ended June 30, 2002 consisted of the net proceeds
from the remaining escrow account relating to the sale of the dental supplies
business segment, as offset by expenditures for new machinery and equipment in
the amount of $127,404. Cash used in financing activities during fiscal 2002
consisted of scheduled payments of debt and capital lease obligations of $51,556
and $99,115 respectively, as well as funds spent to repurchase the Company's
stock, as explained below.

      On Oct 16, 2001 the Company's Board of Directors authorized the repurchase
of up to $1 million of Moyco common stock. The program commenced immediately and
will continue through December 31, 2002. At the discretion of management,
purchases may be made from time to time in open market transactions subject to
market conditions, the price of the common stock, and available financial
resources. Through September 30, 2002, a total of 5,200 shares at a total cost
of $4,670 were repurchased, representing all shares repurchased to date under
this program.

      Working capital at June 30, 2002 and 2001 totaled $2,867,414 and
$3,496,645 respectively. The Company's current ratio at June 30, 2002 and 2001
was 4.2:1 and 1.83:1 respectively.

      Expenditures for property, plant and equipment totaled $127,404 in fiscal
2002.

      At June 30, 2002, the Company had a line of credit with a bank in which
the available borrowing amount was determined by the amount of qualified
accounts receivable (as defined in the credit agreement), with a maximum
borrowing amount of $2,000,000. Based on this formula, the amount that was
available under the arrangement at June 30, 2002 was approximately $600,000.
Borrowings under this arrangement bore interest at the bank's prime rate plus
one-half point (5.25% at June 30, 2002) and were secured by all assets of the
Company. There were no borrowings outstanding at any point during the year. The
line of credit was subject to certain financial and non-financial covenants,
which included, among others, a ratio of EBITDA to fixed charges, as defined,
and a level of tangible net worth. The Company was out of compliance with
certain financial covenants under this lending arrangement at June 30, 2002.
Upon refinancing of the Company's debt obligations (see below), this line of
credit agreement was terminated along with the Company's long-term debt
obligations to the bank. The Company's future cash requirements are expected to
be met via the net proceeds from the debt refinancing and from cash flow from
operations.

                                       14

<PAGE>

      Subsequent to the fiscal year end, on September 27, 2002, the Company
restructured its debt obligations by entering into a mortgage agreement in the
amount of $1,550,000 with an insurance company. The proceeds were used to retire
all outstanding long-term debt and buy out all capital leases, as well as
providing working capital of $142,476 to the Company. The new loan bears a fixed
interest rate of 7.42%, and has a ten-year term and twenty-year amortization.

      The Company expects to spend approximately $100,000 in fiscal 2003 on
capital expenditures, primarily for manufacturing equipment.

      The Company is constantly evaluating its capital structure and considering
opportunities for strategic alliances, mergers, acquisitions, secondary
offerings, private placements or other transactions. The Company continually
evaluates and considers possible acquisition and/or merger opportunities. Among
other items, the Company would consider the following factors in determining
whether or not to pursue an acquisition or alliance including: (i) synergy with
the Company's current lines of business products, (ii) growth potential, (iii)
return on investment and (iv) technologies. However, none of the above
opportunities are planned or in process at this time.

      The Company has not paid a cash dividend on its common stock, and
currently intends to retain all earnings to finance the expansion of its
business and does not anticipate paying cash dividends in the foreseeable
future. Any future determination to pay cash dividends on its common stock or
preferred stock will be at the discretion of the Board of Directors and will be
dependent upon the Company's financial condition, operating results, capital
requirements and other such factors as the Board of Directors deems relevant.

      The Company believes that inflation has not, and will not, have a material
impact on the Company's financial condition and results of operations.

Recent Accounting Pronouncements

            In July 2001, SFAS No. 141, "Business Combinations" and SFAS No.
142, "Goodwill and Other Intangible Assets" were issued. SFAS 142 addresses
financial accounting and reporting for acquired goodwill and other intangible
assets. It requires, among other things, that companies no longer amortize
goodwill, but instead test goodwill for impairment at least annually. SFAS 142
is required to be applied for fiscal years beginning after December 15, 2001.
Currently, the Company has no recorded goodwill and will assess how the adoption
of SFAS 141 and SFAS 142 will impact its financial position and results of
operations in any future acquisitions.

            In August 2001, the FASB issued SFAS No. 144, Accounting for
Impairment or Disposal of Long-Lived Assets. SFAS No. 144 supersedes SFAS No.
121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of, addressing financial accounting and reporting for the
impairment or disposal of long-lived assets. This statement is effective for
fiscal years beginning December 15, 2001. The adoption of this statement will
not have a significant impact on the Company's financial position or results of
operations.

            In June 2002, the FASB issued SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities, which supercedes Emerging Issues
Task Force (EITF) Issue No. 94-3, Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring). SFAS No. 146 addresses financial accounting
and reporting for costs associated with exit or disposal activities and requires
that a liability be recognized when it is incurred and should initially be
measured and recorded at fair value. This statement is effective for exit or
disposal activities that are initiated after December 31, 2002 and the adoption
will not have an impact on the Company's historical financial position or
results of operations.

                                       15

<PAGE>


         ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.








                                       16

<PAGE>



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
Moyco Technologies, Inc. and subsidiaries
Montgomeryville, PA

We have audited the accompanying consolidated balance sheet of Moyco
Technologies, Inc. and subsidiaries as of June 30, 2002, and the related
consolidated statements of operations, shareholders' equity and cash flows for
the year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Moyco Technologies,
Inc. and subsidiaries at June 30, 2002, and the results of their operations and
their cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States of America.

                                                       /s/ WithumSmith+Brown

Newtown, Pennsylvania
October 4, 2002

                                       17

<PAGE>



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
Moyco Technologies, Inc. and subsidiaries
Montgomeryville, PA

We have audited the accompanying consolidated statements of operations,
shareholders' equity and cash flows of Moyco Technologies, Inc. and subsidiaries
for the year ended June 30, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the results of operations and cash flows of
Moyco Technologies, Inc. and subsidiaries for the year ended June 30, 2001 in
conformity with accounting principles generally accepted in the United States of
America.

                                                        /s/ BDO Seidman, LLP

Philadelphia, Pennsylvania
October 3, 2001

                                       18

<PAGE>


                    MOYCO TECHNOLOGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               AS OF JUNE 30, 2002


<TABLE>
<CAPTION>

                                ASSETS
                                ------
<S>                                                                                  <C>
CURRENT ASSETS:
    Cash and cash equivalents                                                        $  107,474
    Accounts receivable, net of reserves of $163,866                                    665,123
    Inventories                                                                       2,513,578
    Income tax receivable                                                               445,000
    Prepaid expenses and other current assets                                            24,684
                                                                                     ----------

                Total current assets                                                  3,755,859
                                                                                     ----------

PROPERTY, PLANT AND EQUIPMENT:
    Land                                                                                 65,000
    Buildings and improvements                                                        2,154,561
    Machinery and equipment                                                           3,312,084
    Furniture and fixtures                                                              386,551
    Automotive equipment                                                                 91,119
    Construction in progress                                                             19,536
                                                                                      ---------

                                                                                      6,028,851
    Less- Accumulated depreciation and amortization                                  (3,662,324)
                                                                                      ---------

                Net property, plant and equipment                                     2,366,527
                                                                                      ---------

OTHER ASSETS                                                                             81,725
                                                                                     ----------
                                                                                     $6,204,111
                                                                                     ==========
</TABLE>


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

                                       19

<PAGE>


                    MOYCO TECHNOLOGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               AS OF JUNE 30, 2002
                                   (Continued)


<TABLE>
<CAPTION>

                LIABILITIES AND SHAREHOLDERS' EQUITY
                ------------------------------------

<S>                                                                                <C>
CURRENT LIABILITIES:
    Current portion of capital lease obligations                                        $98,136
    Current portion of long-term debt                                                    34,535
    Accounts payable                                                                    649,231
    Accrued expenses                                                                    106,542
                                                                                        -------

                Total current liabilities                                               888,444
                                                                                        -------

CAPITAL LEASE OBLIGATIONS                                                               641,685
                                                                                        -------

LONG-TERM DEBT                                                                          524,008
                                                                                        -------

ADVANCE FROM OFFICER                                                                     68,369
                                                                                        -------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
    Preferred stock, $.005 par value, 2,500,000
       shares authorized, none issued and outstanding                                        --
    Common stock, $.005 par value, 15,000,000
       shares authorized, 5,813,736 shares
       issued and 5,081,576 shares outstanding                                           29,063
    Additional paid-in capital                                                           47,770
    Retained earnings                                                                 4,159,890
    Less - Treasury stock of 732,160 shares,
       at cost                                                                         (155,118)
                                                                                     ----------

                Total shareholders' equity                                            4,081,605
                                                                                     ----------

                                                                                     $6,204,111
                                                                                     ==========


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

                                       20
</TABLE>

<PAGE>



                    MOYCO TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                                    For the Year Ended June 30
                                                                                    2002                2001
                                                                                    ----                ----
<S>                                                                                <C>               <C>
NET SALES                                                                          $5,197,900         $9,902,780

COST OF GOODS SOLD                                                                  4,432,312          5,899,634
                                                                                    ---------          ---------

     Gross profit                                                                     765,588          4,003,146

OPERATING EXPENSES:
     Sales and marketing                                                              834,343            960,371
     Research and development                                                          64,636             73,755
     General and administrative                                                     1,357,425          2,352,720
                                                                                    ---------          ---------

     Total operating expenses                                                       2,256,404          3,386,846
                                                                                    ---------          ---------

     Income (Loss) from operations                                                 (1,490,816)           616,300

INTEREST (EXPENSE), net                                                               (11,534)          (275,320)

OTHER INCOME, net                                                                      32,746             56,355
                                                                                       ------             ------

     Income (Loss) from continuing operations before income taxes                  (1,469,604)           397,335

PROVISION FOR (BENEFIT FROM) INCOME TAXES                                            (399,442)           187,088
                                                                                     ---------           -------

INCOME (LOSS) FROM CONTINUING OPERATIONS                                           (1,070,162)           210,247

DISCONTINUED OPERATIONS (Note 2):

     INCOME FROM OPERATIONS OF DISCONTINUED DENTAL SUPPLIES BUSINESS SEGMENT
     (LESS APPLICABLE INCOME TAXES OF $0 and $730,439)                                      -          1,456,501

     GAIN ON SALE OF DISCONTINUED DENTAL SUPPLIES BUSINESS SEGMENT (LESS
     APPLICABLE INCOME TAX PROVISION (BENEFIT) OF ($152,162) and $2,496,978)          268,536          4,204,326
                                                                                     --------          ---------

                                                                                    $(801,626)        $5,871,074
NET INCOME (LOSS)                                                                   =========         ==========


BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE                                $     (0.21)        $     0.04
         Continuing operations                                                              -               0.29
         Discontinued operations                                                         0.05                .83
         Gain on sale of discontinued Dental Supplies business segment                   ----                ---
                                                                                  $     (0.16)        $     1.16
                                                                                  ===========         ==========

SHARES USED IN COMPUTING EARNINGS (LOSS)                                            5,050,758          5,037,349
PER COMMON SHARE                                                                  ===========         ==========

</TABLE>



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

                                       21

<PAGE>


                    MOYCO TECHNOLOGIES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY



<TABLE>
<CAPTION>

                                             Common Stock       Additional                      Treasury Stock
                                             ------------       ----------                      --------------
                                                                 Paid-in         Retained
                                          Shares      Amount     Capital         Earnings      Shares        Amount        Total
                                          ------      ------     --------        --------      ------        ------        -----
<S>                                    <C>           <C>         <C>            <C>            <C>         <C>           <C>
BALANCE, JUNE 30, 2000                 5,762,457     $28,807     $5,864,185       $525,237     726,960     $(150,448)    $6,267,781
Exercise of common stock options           5,125          26          9,919             --          --            --          9,945
Dividend                                      --          --     (5,874,104)    (1,434,796)         --            --     (7,308,900)
Net income                                    --          --             --      5,871,074          --            --      5,871,074
                                       ---------     -------     ----------     ----------     -------     ---------     ----------

BALANCE, JUNE 30, 2001                 5,767,582      28,833             --      4,961,516     726,960      (150,448)     4,839,901

Issuance of common stock for services     46,154         230         47,770             --          --            --         48,000
Purchases of treasury stock                   --          --             --             --       5,200        (4,670)        (4,670)
Net loss                                      --          --             --       (801,626)         --            --       (801,626)
                                       ---------     -------     ----------     ----------     -------     ---------     ----------

BALANCE, JUNE 30, 2002                 5,813,736     $29,063        $47,770     $4,159,890     732,160     $(155,118)    $4,081,605
                                       =========     =======     ==========     ==========     =======     =========     ==========
</TABLE>





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

                                       22

<PAGE>


                    MOYCO TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                    For the Year Ended June 30
                                                                                      2002               2001
                                                                                      ----               ----
<S>                                                                               <C>                 <C>
OPERATING ACTIVITIES:
    Net income (loss)                                                             $  (801,626)        $5,871,074
    Adjustments to reconcile net income (loss) to net cash
    provided by (used in) operating activities
       Income from discontinued operations                                                 --         (1,456,501)
       Gain on sale of Dental Supplies business segment                              (268,536)        (4,204,326)
       Gain on sales of property, plant and equipment                                 (18,098)
       Provision for accounts receivable reserves                                          --            155,362
       Depreciation and amortization                                                  283,205            297,092
       Issuance of Common Stock for services                                           48,000                 --
       Deferred income taxes                                                          111,278             28,568
       (Increase) decrease in
           Accounts receivable                                                        530,729            (98,970)
           Other receivables                                                               --           (950,132)
           Net income tax receivable/payable                                       (2,612,975)         2,603,958
           Inventories                                                                162,254         (1,187,136)
           Prepaid expenses and other current assets                                  (10,324)            (3,287)
           Other assets                                                               (20,087)            26,112
       Increase (decrease) in
           Accounts payable                                                          (409,614)           190,315
           Other long-term liabilities                                                     --           (175,714)
           Other accrued expenses                                                     (17,840)           464,162
                                                                                  -----------          ---------
                     Net cash provided by (used in) operating activities           (3,023,634)         1,560,577
                                                                                  -----------          ---------

INVESTING ACTIVITIES:
    Maturities of marketable securities                                                    --             96,623
    Purchases of and deposits on property, plant and equipment                       (127,404)           (80,119)
    Proceeds from sales of property, plant and equipment                               18,098                 --
    Proceeds from sale of Dental Supplies business segment, net                       543,672          9,830,941
                                                                                      -------          ---------
                     Net cash provided by investing activities                        434,366          9,847,445
                                                                                      -------          ---------

FINANCING ACTIVITIES:
    Net borrowings under lines of credit                                                   --         (1,250,000)
    Advances from officer                                                              68,369                 --
    Payments on capital lease obligations                                             (99,115)           (85,280)
    Payments of long-term debt                                                        (51,556)        (1,828,098)
    Dividends paid                                                                         --         (7,308,900)
    Proceeds from exercise of stock options                                                --              9,594
    Purchase of Common Stock for treasury                                              (4,670)                --
                                                                                     --------         ----------
                     Net cash used in financing activities                            (86,972)       (10,462,684)
                                                                                     --------         ----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                               (2,676,240)           945,338

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                      2,783,714          1,838,376
                                                                                    ---------         ----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                             $107,474         $2,783,714
                                                                                    =========         ==========
SUPPLEMENTAL CASH FLOW INFORMATION:
    Interest paid                                                                     $63,477           $348,384
    Income taxes paid                                                              $2,173,129         $1,219,448
    Capital leases originated                                                        $507,849           $195,012
</TABLE>

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

                                       23

<PAGE>


                    MOYCO TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002

1. THE COMPANY:

      Moyco Technologies, Inc. was incorporated in 1968 under the laws of the
Commonwealth of Pennsylvania. As used herein, the term "Moyco" or the "Company"
includes Moyco Technologies, Inc. and subsidiaries unless the context otherwise
indicates. The Company, through its wholly owned subsidiary, Moyco Precision
Abrasives, Inc., manufactures, markets, and distributes extremely uniform and
fine abrasive films, commercial coated abrasives, slurries, polishing agents and
related products. Moyco also provides technical assistance to its customers to
optimize various polishing processes for the purpose of improving production
yields and finished product performance. Moyco polishing materials are used by
customers in various industries for a wide range of applications including, but
not limited to, fiber-optics, metallurgical, semiconductor, lapidary, automotive
parts, nail files, surgical and hobby. Sales occur primarily in the United
States with additional sales in Canada, Mexico, Europe and Asia.

2. DISCONTINUED OPERATIONS:

      On May 25, 2001 the Company completed the sale of its Dental Supplies
business segment to Miltex Instrument Company, Inc., an affiliate of American
Securities Capital Partners, LLP for approximately $17,000,000 of which
$1,000,000 was held in escrow in order to settle any adjustments to the sale
price.

      On October 26, 2001 the Company and Miltex Instrument Company, Inc., the
purchaser of the Company's dental supply business, agreed upon the disbursements
to be made out of the escrow account established in connection with the
transaction. The parties agreed that an aggregate amount of $611,803 (including
interest earned by the escrow account) would be paid to the Company and the
balance of $398,410 would be delivered to Miltex. In addition, the Company
obtained the rights to collect on four past-due and questionable accounts
formerly related to the dental business, with an aggregate face value of
$269,539. Collections on these accounts in fiscal 2002 totaling $71,985 have
been accounted for within the gain on sale. The remaining accounts have been
assigned a $0 value on the Company's balance sheet, due to the continuing
questionable status of their collectibility. Amounts collected from these
customers, combined with the escrow receipts and reduction of certain reserves
relating to the settlement totaled $268,536 (including a tax benefit of
$152,162) and are accounted for within Gain on Sale of Dental Supplies Business
Segment.

      In accordance with Accounting Principles Board Opinion No. 30, the
operating results of the Dental Supplies business segment have been reported as
discontinued operations for all periods presented.

      Summary results of operations for the discontinued Dental Supplies
business segment are as follows:
<TABLE>
<CAPTION>
                                                               Year Ended June
                                                               ---------------
                                                                   30, 2001
                                                                   --------
             <S>                                            <C>
             Net Sales                                      $        11,053,414
             Cost of Goods Sold                                       6,053,077
                                                                     ----------
             Gross Profit                                             5,000,337

             Operating Expenses:
             -------------------

                  Sales and Marketing                                 1,206,260
                  Research and Development                               19,446
                  General and Administrative                          1,333,070
                                                                     ----------
                                                                      2,558,776
                                                                     ----------
             Income From Operations                                   2,441,561

             Interest (Expense), net                                   (321,062)
             Other Income (Expense), net                                 66,441
                                                                     ----------

                  Income before Income Taxes                          2,186,940

             Income Tax (Expense)                                      (730,439)
                                                                     ----------

             Income from Discontinued Operations            $         1,456,501
                                                                     ==========
</TABLE>


      As a result of the sale, the Company recognized in the fiscal years ended
June 30, 2002 and 2001 gains of $268,536 and $4,204,326 respectively, net of
income taxes (benefit) of ($152,162) and $2,496,978 respectively.

                                       24

<PAGE>

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Principles of Consolidation

      The consolidated financial statements include the accounts of the Company
and all of its wholly-owned subsidiaries. All significant intercompany accounts
and transactions have been eliminated.

Management's Use of Estimates

      The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Cash Equivalents

      For the purpose of determining cash flows, the Company considers all
highly liquid investment instruments purchased with an original maturity of
three months or less to be cash equivalents. Interest income earned on the
investment of cash was $27,916 and $59,991 for the years ended June 30, 2002 and
2001, respectively.

Inventories

      Inventories are valued at the lower of cost, determined on the first-in,
first-out method, or market.

Property, Plant and Equipment

      Property, plant and equipment are recorded at cost. Significant additions
or improvements are capitalized, while repairs and maintenance are charged to
expense as incurred. Depreciation and amortization expense is provided on a
straight-line basis over the estimated useful lives of the assets as follows:

        Buildings and improvements                          10-25 years
        Machinery and equipment                              5-10 years
        Furniture and fixtures                               5-10 years
        Automotive equipment                                 3 years

      Depreciation and amortization expense related to property, plant and
equipment including depreciation and amortization expense on equipment under
capital leases (see Note 9) was $283,205 and $297,092 for the years ended June
30, 2002 and 2001, respectively.

Long-Lived Assets

      The Company evaluates fixed and intangible assets at an individual asset
level. When evaluating assets for potential impairment, the Company first
compares the carrying amount of the asset to the asset's estimated future cash
flows (undiscounted and without interest charges). If the estimated future cash
flows used in this analysis are less than the carrying amount of the asset, an
impairment loss calculation is prepared. The impairment loss calculation
compares the carrying amount of the asset to the asset's estimated future cash
flows (discounted and with interest charges). If the carrying amount exceeds the
asset's estimated future cash flows (discounted and with interest charges), an
impairment loss is recorded.
      Management has reviewed the recoverability of its long-lived assets as of
June 30, 2002, and has determined that no impairment has occurred.

Fair Value of Financial Instruments

      For certain of the Company's financial instruments, including accounts
receivable, accounts payable and accrued expenses, management believes that the
carrying amounts approximate fair value due to the current nature of these
instruments. The carrying amounts reported for long-term debt approximate fair
value because the interest rates on these instruments approximate rates for
loans with similar terms.

                                       25

<PAGE>

Revenue Recognition

      The Company recognizes revenue upon the shipment of its products and
provides for bad debt and other allowances and for returns as shipment are made.

Research and Development

      Research and development costs are charged to expense as incurred.

Income Taxes

      The Company accounts for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes." Under SFAS No. 109, the liability method is used
for income taxes. Under this method, deferred tax assets or liabilities are
determined based on the differences between the financial reporting and tax
basis of assets and liabilities and are measured using enacted tax rates and the
laws that are expected to be in effect when the differences reverse.

Dividends

      On April 6, 2001, the Company declared a special distribution to
shareholders payable on June 1, 2001 in the amount of $1.45 per share, or
$7,308,900 in the aggregate. The special distribution was charged to additional
paid-in capital and retained earnings in the amounts of $5,874,104 and
$1,434,796 respectively, effective the date the dividend was declared.

Recent Accounting Pronouncements

         In July 2001, SFAS No. 141, "Business Combinations" and SFAS No. 142,
"Goodwill and Other Intangible Assets" were issued. SFAS 142 addresses financial
accounting and reporting for acquired goodwill and other intangible assets. It
requires, among other things, that companies no longer amortize goodwill, but
instead test goodwill for impairment at least annually. SFAS 142 is required to
be applied for fiscal years beginning after December 15, 2001. Currently, the
Company has no recorded goodwill and will assess how the adoption of SFAS 141
and SFAS 142 will impact its financial position and results of operations in any
future acquisitions.

         In August 2001, the FASB issued SFAS No. 144, Accounting for Impairment
or Disposal of Long-Lived Assets. SFAS No. 144 supersedes SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of, addressing financial accounting and reporting for the impairment
or disposal of long-lived assets. This statement is effective for fiscal years
beginning December 15, 2001. The adoption of this statement will not have a
significant impact on the Company's financial position or results of operations.

         In June 2002, the FASB issued SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities, which supercedes Emerging Issues
Task Force (EITF) Issue No. 94-3, Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring). SFAS No. 146 addresses financial accounting
and reporting for costs associated with exit or disposal activities and requires
that a liability be recognized when it is incurred and should initially be
measured and recorded at fair value. This statement is effective for exit or
disposal activities that are initiated after December 31, 2002 and the adoption
is not expected to have an impact on the Company's historical financial position
or results of operations.

Earnings (Loss) per Common Share

      The Company has provided basic and diluted earnings (loss) per Common
share pursuant to SFAS No. 128, "Earnings per Share." SFAS No. 128 requires dual
presentation of basic and diluted earnings (loss) per share for complex capital
structures on the face of the statements of operations. According to SFAS No.
128, basic earnings (loss) per share is calculated by dividing net income (loss)
available to Common shareholders by the weighted average number of Common shares
outstanding for the period. Diluted earnings (loss) per share reflects the
potential dilution from the exercise or conversion of securities into Common
stock, such as stock options.

      Because the Company reported a net loss for the year ended June 30, 2002,
diluted securities were considered antidilutive. For the year ended June 30,
2001, the effect of equivalent shares was determined to be anti-dilutive.

                                       26

<PAGE>



4. INVENTORIES:
                                                    JUNE 30
                                                    -------
                                                      2002
                                                      ----

         Raw materials and supplies              $   1,083,143
         Work-in-process                             1,111,318
         Finished goods                                319,117
                                                       -------

                                                 $   2,513,578
                                                 =============

      During interim periods, the Company accounts for its inventory using the
gross profit method, with year-end inventory values being based on physical
inventories taken. For the years ended June 30, 2002 and 2001, year-end physical
inventory adjustments were recorded in the amounts of ($631,146) and $1,471,206
respectively, and were (debited) credited to Cost of Goods Sold in the fourth
quarter of the respective fiscal year.

5. LINE OF CREDIT:

      At June 30, 2002, the Company had a line of credit with a bank in which
the available borrowing amount was determined by the amount of qualified
accounts receivable (as defined in the credit agreement), with a maximum
borrowing amount of $2,000,000. Based on this formula, the amount that was
available under the arrangement at June 30, 2002 was approximately $600,000.
Borrowings under this arrangement bore interest at the bank's prime rate plus
one-half point (5.25% at June 30, 2002) and were secured by all assets of the
Company. There were no borrowings outstanding at any point during the year. The
line of credit was subject to certain financial and non-financial covenants,
which included, among others, a ratio of EBITDA to fixed charges, as defined,
and a level of tangible net worth. The Company was out of compliance with
certain financial covenants under this lending arrangement at June 30, 2002.
Upon refinancing of the Company's debt obligations (see Note 15), this line of
credit agreement was terminated along with the Company's long-term debt
obligations to the bank.

6. LONG-TERM DEBT:
<TABLE>
<CAPTION>
                                                                                                       JUNE 30
                                                                                                       -------
                                                                                                        2002
                                                                                                        ----
<S>                                                                                                 <C>
         Mortgage payable to bank in monthly installments of $3,458, plus interest at LIBOR
         plus 1.63%, through August 2008. (Interest rate not to exceed 7.29% or be below
         7.04%.) Rate at June 30, 2002 was 7.29%.                                                   $  393,981

         Mortgage payable to municipal authority in monthly installments of $1,952
         including interest at 2.00%, through April 2010.                                              164,562
                                                                                                       -------

                                                                                                       558,543
         Less- Current portion                                                                         (34,535)
                                                                                                       -------

                                                                                                    $  524,008
                                                                                                    ==========
</TABLE>

      Interest expense on the Company's long-term debt was $26,029 and $237,501
for the years ended June 30, 2002 and 2001, respectively.

                                       27

<PAGE>



      Substantially all of the Company's assets were pledged as collateral for
the long-term debt. In addition, the mortgage payable to a municipal authority
was collateralized by a standby letter of credit in the amount of $150,000 and
was subordinate to all other debt obligations. The Company's long-term debt
payable to commercial banks was subject to the same covenants as the lines of
credit (see Note 5). As mentioned in Note 5, the Company was out of compliance
with certain financial covenants under this lending arrangement at June 30,
2002. Upon refinancing of the Company's debt obligations (see Note 15), these
long-term debt obligations were replaced with a new long-term debt instrument
with no such financial covenants.

      As of June 30, 2002, long-term debt was due to mature as follows:

                 2003                           $34,535
                 2004                            34,949
                 2005                            36,402
                 2006                            37,938
                 2007                            39,563
                 Thereafter                     375,156
                                                -------
                                               $558,543
                                               ========

7. EMPLOYEE BENEFIT PLANS:

Profit Sharing Plan

      The Company has a noncontributory profit sharing plan for employees who
have completed one full year of service and have attained the age of 21. The
Company, at the discretion of the Board of Directors, may make contributions to
the plan. The contributions cannot exceed the maximum amount which will
constitute an allowable deduction for federal income tax purposes and are based
on the Company's profitability and shall be paid from the Company's net income
or retained earnings.

      A participating employee's full account becomes payable to the employee's
designated beneficiary upon normal retirement, upon retirement at any age due to
disability, or upon death. In the event employment is terminated before normal
retirement, a portion of the Company's contribution is forfeited unless the
employee has at least seven full years of service.

      The Company did not make any contributions during the years ended June 30,
2002 and 2001.

Employee Savings Plan

      The tax deferred employee savings and protection plan under Section 401(k)
of the Internal Revenue Code is available for all eligible employees. This plan
allows an employee to contribute between 3.0% and 10.0% of compensation to the
plan and these contributions are not subject to current federal income taxes.
The Company matches 50% of the employee's contributions, to a maximum of 3.0% of
the employee's earnings, subject to the deferral limit under the Internal
Revenue Code. Participants are at all times fully vested in their contributions
and the Company contributions become vested at various percentages based on
years of service with 20% vested after three years and 20% for each year
thereafter.

      The Company's matching contribution expense for the years ended June 30,
2002 and 2001 were $9,227 and $53,999 respectively.

                                       28

<PAGE>


8. INCOME TAXES:

      The provision (benefit) for income taxes consist of the following:
<TABLE>
<CAPTION>

                                                                            For the Year Ended June 30
                                                                            --------------------------
                                                                            2002                  2001
                                                                            ----                  ----
      <S>         <C>                                                     <C>                 <C>
      Current:
                  Federal                                                  ($498,660)          $308,519
                  State                                                      (12,060)            88,000
                                                                            --------           --------
                                                                            (510,720)           396,519
                                                                            --------           --------
      Deferred:
                  Federal                                                     89,022           (169,051)
                  State                                                       22,256            (40,380)
                                                                              ------             ------
                                                                             111,278           (209,431)
                                                                             -------           --------

                                                                           ($399,442)          $187,088
                                                                            ========           ========
</TABLE>


      A reconciliation of the U.S. Federal Income Tax rate to the effective
income tax rate is as follows:
<TABLE>
<CAPTION>

                                                                            For the Year Ended June 30
                                                                            --------------------------

                                                                             2002              2001
                                                                             ----              ----
<S>                                                                          <C>               <C>
Federal taxes                                                                (34.0%)           34.0%
State taxes                                                                     1.0             7.5
Permanent differences                                                           5.8             5.6
                                                                              -----            ----

                                                                             (27.2%)           47.1%
                                                                             ======            ====
</TABLE>

    Deferred income tax assets and liabilities are classified as current and
noncurrent based on the financial reporting classification of the related assets
and liabilities which gave rise to the temporary difference. Significant
components of the deferred income tax assets and liabilities are as follows:

                                                                  June 30, 2002
                                                                  -------------
Deferred income tax assets:
---------------------------
Net operating loss carryforwards                                     $162,249
Accounts receivable and inventory reserves not
     currently deductible                                             165,567
Depreciation and amortization                                         153,731
Other accruals                                                         32,131
                                                                     --------

                                                                      513,678
Valuation allowance                                                  (513,678)
                                                                     --------

                 Net deferred income tax assets                            $0
                                                                     ========


Management believes sufficient uncertainty exists regarding the realizability of
the Company's deferred tax assets that a 100% valuation allowance is required.
The net operating loss carryforwards totaled $1,624,117 at June 30, 2002, and
begin to expire in 2008.

                                       29

<PAGE>



9. COMMITMENTS AND CONTINGENCIES:

      During the fiscal year ended June 30, 2002, the Company was not involved
in any material legal proceedings, other than ordinary litigation incidental to
the business and, specifically, was not involved in any material environmental
litigation or governmental proceedings

Capital Leases

      The Company has entered into capital leases for property and equipment,
which expire at various dates through November 2009. Property and equipment
acquired under capital leases at a cost of $1,041,105 less accumulated
amortization of $323,147 are included in property and equipment in the
accompanying balance sheets as of June 30, 2002. Interest rates on these capital
leases range from 4.3% to 6.4%. Future minimum lease payments under capital
leases as of June 30, 2002 are as follows:

          2003                                                $  138,922
          2004                                                   138,922
          2005                                                   138,922
          2006                                                   138,922
          2007                                                   114,800
          Thereafter                                             226,879
                                                                 -------

          Total minimum lease payments                           897,367
          Less - amount representing interest                   (157,546)
                                                                 -------

          Present value of minimum capital lease payments       $739,821
                                                                ========

      As mentioned in Note 15, all capital leases were bought out with proceeds
of a new long-term debt agreement entered into subsequent to the fiscal
year-end.

                                       30

<PAGE>



10. STOCK OPTIONS:


Key Employee Stock Option Plan ("The 1992 Plan")

      This is an incentive stock option plan that provided for the awarding of
options for the purchase of up to 242,000 shares (options) of Common stock.
Under the plan, options were granted at a price not less than the fair market
value at the grant date and became exercisable upon such date. Employee options
expire 10 years after the grant date and directors' options expire five years
after the grant date. Of the total options issued, 157,403 options were granted,
128,744 options have been exercised, and 11,711 options have been cancelled.
Unless sooner terminated, this plan will expire in October, 2002.


      The following summarizes information relative to the plan:
<TABLE>
<CAPTION>

                                                                                           Weighted
                                                                          Exercise          Average
                                                                            Price        Exercise Price
                                                       Options           (per share)      (per share)
                                                       -------           -----------      -----------
                  <S>                                 <C>              <C>               <C>
                  Balance as of June 30, 2000           21,465          $0.61 - 5.27          $2.94

                  Granted                                8,000           1.45 - 2.81             --
                  Exercised                             (5,125)          1.21 - 2.82           1.87
                  Voided                                (8,565)          2.43 - 5.27             --
                                                        ------

                  Balance as of June 30, 2001           15,775           0.61 - 5.27           2.54

                  Granted                                7,500              1.37                 --
                  Exercised                                --                --                  --
                  Voided                                (1,210)             5.27                 --
                                                        ------

                  Balance as of June 30, 2002           22,065          $0.61 - 5.27          $1.99
                                                        ======
</TABLE>

      The expiration dates for outstanding options at June 30, 2002 range from
January 2003 to October 2006, with a weighted average remaining contractual life
of 3.7 years.

      The following table summarizes information about the plan as of June 30,
2002:

<TABLE>
<CAPTION>
                                                                   Weighted
                                Range of          Options           Average         Weighted
                                Exercise        Outstanding        Remaining         Average
                                 Prices             and        Contractual Life  Exercise Price
                               (per share)      Exercisable         (years)        (per share)
                               -----------      -----------         -------        -----------
                               <S>              <C>            <C>               <C>

                                  $0.61            1,050              1.5            $0.61
                                   1.22              200              2.4             1.22
                                   1.37            7,500              4.5             1.37
                                   1.45            4,000              4.9             1.45
                                   2.43            6,078              3.0             2.43
                                   2.82            2,000              3.6             2.82
                                   5.27            1,237              4.3             5.27
                                                   -----

                                                  22,065              3.7             1.99
                                                  ======              ===             ====
</TABLE>

                                       31

<PAGE>



2001 Employee Stock Option Plan ("The 2001 Plan for Employees")

      This is an incentive stock option plan that provides for the awarding of
options for the purchase of up to 750,000 shares (options) of Common stock.
Under the plan, options are granted at a price not less than the fair market
value at the grant date and become exercisable upon such date. As with the
previous plan, employee options expire 10 years after the grant date. To date,
no shares have been granted, exercised, or cancelled.

2001 Non-Executive Director Stock Option Plan ("The 2001 Plan for Directors")

      This is an incentive stock option plan that provides for the awarding of
options for the purchase of an unlimited number of shares (options) of Common
stock. Under the plan, 7,500 options are granted annually to each non-employee
director at a price not less than the fair market value at the grant date and
become exercisable upon such date. These options expire five years after the
grant date. Of the total options issued, 31,875 options have been granted, no
options have been exercised, and no options have been cancelled. Unless sooner
terminated, this plan will expire in December, 2011.

      The following summarizes information relative to the plan:
<TABLE>
<CAPTION>

                                                                                             Weighted
                                                                           Exercise           Average
                                                                             Price        Exercise Price
                                                       Options            (per share)       (per share)
                                                       -------            -----------       -----------
                  <S>                                  <C>                <C>             <C>
                  Balance as of June 30, 2001               --                $--                $--

                  Granted                               31,875               2.14                 --
                  Exercised                                 --                 --                 --
                  Voided                                    --                 --                 --
                                                        ------

                  Balance as of June 30, 2002           31,875              $2.14              $2.14
                                                        ======
</TABLE>

      All outstanding options under this Plan are due to expire in January 2007.

      The following table summarizes information about the plan as of June 30,
2002:
<TABLE>
<CAPTION>
                                                                   Weighted
                                Range of          Options           Average         Weighted
                                Exercise        Outstanding        Remaining         Average
                                 Prices             and        Contractual Life  Exercise Price
                               (per share)      Exercisable         (years)        (per share)
                               -----------      -----------         -------        -----------
                               <S>              <C>            <C>               <C>
                                  $2.14           31,875              4.5             $2.14
                                                  ------              ---             -----

                                                  31,875              4.5             $2.14
                                                  ======              ===             =====
</TABLE>

      The Company accounts for employee stock plans under the intrinsic value
method prescribed by Accounting Principles Board (APB) No. 25. The effect of the
pro forma information, in accordance with Financial Accounting Standards Board
SFAS No. 123, "Accounting for Stock-Based Compensation", was determined to be
immaterial.

11.  CUSTOMER AND VENDOR INFORMATION:

      The Company's customer base consists principally of large companies in
high-technology industries. During the years ended June 30, 2002 and 2001, two
customers combined for 27.7% and 30.3%, respectively of the Company's total net
sales At June 30, 2002, these two customers combined for $198,166 of accounts
receivable.

      Sales to overseas customers were 30.0% and 33.1% of total net sales for
the years ended June 30, 2002 and 2001, respectively.

      One supplier provided 17.0% of total raw materials during the fiscal year
ended June 30, 2002, while another supplier provided 34.7% of total raw
materials during the fiscal year ended June 30, 2001.

                                       32

<PAGE>



12. RELATED PARTY TRANSACTION

      Miltex (purchaser of the Company's Dental Supplies business segment), in a
separate but related agreement, engaged Marvin E. Sternberg, , to provide
consulting services to Miltex in connection with the transition of the dental
supplies business segment from Moyco to Miltex and Miltex's operation of the
dental supplies business segment thereafter. Mr. Sternberg will be compensated
at the rate of $400,000 per year over the five-year term of his consulting
engagement, pursuant to the terms of a Consulting Agreement. Mr. Sternberg may
also earn additional compensation under the Consulting Agreement if and to the
extent that Miltex's profitability is increased by the sale of certain
instruments. This consulting agreement will expire in February of 2006. The
compensation paid to Mr. Sternberg by Moyco has been reduced to reflect his
involvement with Miltex.

      In June of 2002, Miltex settled disputed balances by deducting a total of
$68,369 from the consulting payment due to Mr. Sternberg. Under the terms of
Moyco's indemnification agreement with Mr. Sternberg, the Company was required
to reimburse him for this deduction. This balance due to Mr. Sternberg was
unpaid at June 30, 2002 and has been accounted for within Advance From Officer,
and charged against the gain on the sale of the discontinued Dental Supplies
business segment.

13. SHARES ISSUED TO CONSULTANTS

      In April 2002, the Company issued 46,154 shares of restricted common
stock, valued at approximately $48,000 on date of issuance, to a consulting firm
for professional services to review and evaluate strategic alternatives,
including but not limited to mergers, acquisitions, and other potential
alliances.

14.  SUBSEQUENT EVENT- LOAN FROM OFFICER

      At June 30, 2002, a total of $68,369 (see note 12) was owed to Marvin E.
Sternberg, Chairman of the Board, President and Chief Executive Officer, and a
Director of Moyco by the Company. In July 2002, an additional $31,631 was
advanced by Mr. Sternberg, for a total of $100,000 owed by the Company. The
Company issued a promissory note to Mr. Sternberg in the principal amount of
$100,000, payable in full on July 15, 2005. Interest will accrue at the annual
rate of 10% and be paid annually.

15.  SUBSEQUENT EVENT- DEBT REFINANCING

      Subsequent to the fiscal year end, on September 27, 2002, the Company
restructured its debt obligations by entering into a mortgage agreement in the
amount of $1,550,000 with an insurance company. The proceeds were used to retire
all outstanding long-term debt and buy out all capital leases, as well as
providing working capital of $142,476 to the Company. The new loan, payable in
monthly installments of $12,411 (based on a twenty-year amortization) with a
fixed interest rate of 7.42%, will have its remaining balance due at the end of
its 10 year term. It is governed by several non-financial covenants, and is
secured by a mortgage on the Company's Montgomeryville, PA property.

16.  SUBSEQUENT EVENT- NONCOMPLIANCE WITH NASDAQ Requirements

      In July of 2002, the Company was notified by NASDAQ that for thirty (30)
consecutive days, the bid price of Moyco common stock had closed below the
minimum $1.00 per share requirement for continued listing.

      In accordance with NASDAQ regulations, Moyco has been provided with a
grace period of 180 calendar days, or until January 22, 2003 to regain
compliance. If, at anytime before January 22, 2003, the bid price of Moyco
common stock closes at $1.00 per share or more for a minimum of ten (10)
consecutive trading days, Moyco will be notified that it complies with the
NASDAQ minimum bid rule. In the event that the Company is delisted from the
NASDAQ SmallCap Market, the Company's common stock will be traded in the over
the counter ("OTC") market between dealers in securities.

      In October 2002, the Company was notified by NASDAQ that for thirty (30)
consecutive days, the Minimum Market Value of Publicly Held Shares for Moyco
common stock had not met the required minimum of $1,000,000 for continued
listing.

      In accordance with NASDAQ regulations, Moyco has been provided with a
grace period of 90 calendar days, or until January 6, 2003 to regain compliance.
If, at anytime before January 6, 2003, Moyco's Minimum Market Value of Publicly
Held Shares is maintained at $1,000,000 or more for a minimum of ten (10)
consecutive trading days, Moyco will be notified that it complies with the rule.
In the event that the Company is delisted from the NASDAQ SmallCap Market, the
Company's common stock will be traded in the over the counter ("OTC") market
between dealers in securities.

                                       33

<PAGE>

ITEM 8. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.

     Change in Registrant's Certifying Accountant

         As per the Form 8-K that the Company filed with the SEC on January 3,
         2002, the Company terminated its appointment of BDO Seidman, LLP as its
         independent accountants, and engaged WithumSmith+Brown as its new
         independent accountants.

     Disagreements with Accountants on Accounting and Financial Disclosures

         None.




                                       34

<PAGE>


                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

  (1) Executive Officers of the Company:

          (a) The names, ages and positions with the Company of all of the
              executive officers of the Company, are as follows:
<TABLE>
<CAPTION>
                  Name                                Age           Position with the Registrant
                  ----                                ---           ----------------------------
          <S>                                         <C>           <C>
          Marvin E. Sternberg*                        68            Chairman of the Board, President and Chief
                                                                      Executive Officer
          Joseph S. Sternberg*                        39            Vice President, General Counsel and Secretary
          Mark E. Sternberg*                          35            Vice President, Chief Financial Officer and Treasurer
</TABLE>

          *Marvin E. Sternberg is Joseph S. Sternberg and Mark E. Sternberg's
           father.

          (b) The executive officers hold their respective offices until the
              first meeting of newly elected directors following the next
              annual meeting of the Company and the election of successor
              officers unless otherwise terminated by the Board of
              Directors.

          (c) The following is a brief account of the business experience of the
              executive officers of the Registrant:

              Mr. Marvin E. Sternberg joined Moyco in March of 1974, as a
              management consultant and was elected President of Moyco on
              August 9, 1974. From 1965 to 1973, Mr. Sternberg was Trustee
              and Operating Officer for the Robinson Trust, Philadelphia,
              Pennsylvania. From 1965 to present, Mr. Sternberg has been a
              partner and/or director in a number of other companies in the
              Philadelphia, Pennsylvania area including the Pennsylvania
              Business Bank, the RBB Fund, a family of Mutual Funds, and
              Cellucap Manufacturing Company, a producer of disposable
              headwear and garments. Mr. Sternberg has been a member of the
              Company's Board of Directors since 1974.

              Mr. Joseph S. Sternberg joined the Company on October 14, 1991, at
              which time he was named Vice President and General Counsel. Prior
              to that time he was engaged in the private practice of law. Mr.
              Sternberg is on the Board of Directors of the American Lung
              Association of Southeastern Pennsylvania. Upon the retirement of
              William Woodhead, he assumed the responsibilities of Secretary.

              Mr. Mark E. Sternberg joined Moyco on August 15, 1991, at which
              time he was named Administrative Vice President. Upon the
              retirement of William Woodhead, he assumed the responsibilities of
              Chief Financial Officer and Treasurer.

              Mr. William Woodhead joined Moyco on January 7, 1985 as
              Controller. He was elected Secretary/Treasurer on December 18,
              1985. Effective December 31, 2001, Mr. Woodhead retired from the
              Company. He has been a member of the Company's Board of Directors
              since 1985, and chairs the Audit Committee.

                                       35

<PAGE>


  (2) Directors of the Company:

          (a) The following table sets forth the name of each director of
              the Company and all offices presently held by him. The term of
              each director will expire on such date as the Annual Meeting
              of Shareholders is held and his successor is duly elected and
              qualified.
<TABLE>
<CAPTION>
              Name/Address                                  Age             Other Position with Registrant
              ------------                                  ---             ------------------------------
              <S>                                           <C>             <C>
              Marvin E. Sternberg                            68             Chairman of the Board, President
              c/o Moyco Technologies, Inc.                                  and Chief Executive Officer
              200 Commerce Drive
              Montgomeryville, PA 18936

              Irvin Paul                                     72             None
              c/o Moyco Technologies, Inc.
              200 Commerce Drive
              Montgomeryville, PA 18936

              Donald Gleklen                                 66             None
              c/o Moyco Technologies, Inc.
              200 Commerce Drive
              Montgomeryville, PA 18936

              Cathy Neifeld, Esq.                            41             None
              c/o Moyco Technologies, Inc.
              200 Commerce Drive
              Montgomeryville, PA 18936

              Marvin Cravetz                                 65             None
              c/o Moyco Technologies, Inc.
              200 Commerce Drive
              Montgomeryville, PA 18936

              William Woodhead                               65             Secretary/Treasurer
              c/o Moyco Technologies, Inc.
              200 Commerce Drive
              Montgomeryville, PA 18936

              Fletcher H. Wiley                              59             None
              c/o Moyco Technologies, Inc.
              200 Commerce Drive
              Montgomeryville, PA 18936
</TABLE>

Dr. Irvin Paul, DDS, has engaged in the practice of Dentistry, with offices in
Upper Darby, Pennsylvania, for more than thirty years. Dr. Paul has been a
member of Company's Board of Directors since 1974.

Dr. Marvin Cravetz, DDS, was engaged in the practice of Dentistry, with offices
in Hatboro, Pennsylvania, for more than twenty years. Dr. Cravetz has been a
member of the Company's Board of Directors since 1974.

Donald Gleklen is a strategic business advisor and private investor and has
extensive experience as a senior corporate executive, banker and lawyer. He is
the retired Chairman and Chief Executive Officer of IntelliHealth, Inc., an
internet company providing healthcare content to consumers that was a joint
venture of Aetna US Healthcare and Johns Hopkins Health System. Mr. Gleklen
holds a B.A. from Cornell University and a law degree from Columbia University.

                                       36

<PAGE>

Cathy Neifeld, Esq., is the President of Mega Systems, Inc., an international
large format film projection system company and a subsidiary of Safeguard
Scientifics, a publicly-held company traded on the New York Stock Exchange. Ms.
Neifeld previously served as the General Counsel and as an Executive Vice
President of Mega Systems. Prior to joining Mega Systems, Ms. Neifeld was
engaged in the private practice of law. Ms. Neifeld holds a B.A. from Brandeis
University and J.D. from the University of Miami School of Law.

Fletcher H. Wiley is currently the President and Chief Operating Officer of PRWT
Holdings, Inc., and the Executive Vice President and General Counsel of its
subsidiary, PRWT Services, Inc., both constituting a family of product and
services companies based in Philadelphia, Pennsylvania. Prior to joining PRWT,
Mr. Wiley was engaged in the private practice of law for over two decades,
specializing in corporate and business matters. Mr. Wiley holds a J.D. from
Harvard Law School, a M.P.P. from the John F. Kennedy School of Government at
Harvard University and a B.S. from the United States Air Force Academy.

The experience of the other directors is reported under Section 1 of ITEM 10 --
Executive Officers of the Company.

                                       37

<PAGE>


Meetings and Committees of the Board of Directors
-------------------------------------------------

      During the fiscal year ended June 30, 2002, the Board of Directors of the
Company met on one occasion. The meeting was fully attended by all members of
the Board of Directors either in person, by telephone or by proxy. On at least
six other occasions, various members of the board met to discuss matters
concerning the Corporation.

Audit Committee

      The Audit Committee of the Board of Directors acts to: (i) acquire a
complete understanding of the Company's audit functions; (ii) review with
management the finances, financial condition and interim financial statements of
the Company; (iii) review with the Company's independent accountants the
year-end financial statements; and (iv) review implementation with the
independent accountants and management any action recommended by the independent
accountants. During the fiscal year ended June 30, 2002, the Audit Committee
held one meeting at which the members of the Committee discussed
Committee-related business.

      The Audit Committee adopted a written charter governing its actions on
April 19, 2000 (which has been filed with the SEC and delivered to shareholders
as an exhibit to our proxy statement dated January 5, 2001. All members of the
Company's Audit Committee are "independent" within the definition of that term
as provided by Rule 4200(a)(14) of the listing standards of the National
Association of Securities Dealers.

      The Audit Committee of the Board of Directors of Moyco Technologies, Inc.
consists of Dr. Marvin Cravetz, Dr. Irvin Paul, and Mr. William Woodhead.

Compensation Committee. The members of the Compensation Committee are Mr. Marvin
Sternberg and Mr. William Woodhead. The Compensation Committee functions include
the review of compensation of the Company's officers and to review transactions
in which officers, directors or employees may have a potential conflict of
interest. During the fiscal year ended June 30, 2002, the Committee held 1
meeting at which the members of the Committee discussed Committee-related
business.

Key Employee Stock Option Committee. The members of the Key Employee Stock
Option Committee are Mr. Marvin Sternberg and Mr. William Woodhead. The Key
Employee Stock Option Committee functions include the determination of whether
any employees will be granted stock options. During the fiscal year ended June
30, 2002, the Committee held 1 meeting at which the members of the Committee
discussed Committee-related business.

Section 16 (a) Beneficial Ownership Reporting Compliance

      Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities ("Reporting Persons") to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission. Reporting persons are required by Rule 16a-3(e) of the
Securities and Exchange Commission to furnish the Company with copies of all
Section 16(a) forms they file with the Commission.

      Based solely on review of the copies of such forms furnished to the
Company during and with respect to the year ended June 30, 2002, the Company
believes that during the year then ended all Section 16(a) filings applicable to
these Reporting Persons were timely filed.

                                       38

<PAGE>


ITEM 10. EXECUTIVE COMPENSATION.

The following table shows for fiscal years ended June 30, 2002, 2001 and 2000,
the cash compensation, as well as certain other compensation paid to the named
executive officers and certain other employees:

<TABLE>
<CAPTION>

                                                         SUMMARY COMPENSATION TABLE

                                                                                              Long-Term Compensation
                                                                                              ----------------------
                                            Annual Compensation                       Awards              Payouts
                                            -------------------                       ------              -------
                                                                                     Securities       Long-
                                                                 Other                  Under-         Term
                                                                Annual    Restricted    lying        Incentive       All
         Name and Principal                                     Compen-      Stock     Options/        Plan         Other
         Position               Year       Salary      Bonus    sation     Award(s)      SARs         Payouts   Compensation (1)
         --------               ----       ------      -----    ------     --------      ----         -------   ----------------
         <S>                    <C>       <C>          <C>      <C>        <C>        <C>            <C>        <C>
         Marvin E. Sternberg    2002      $224,100      $--       $--       $--          $--            $--         $3,213
         Chairman of the Board, 2001      $289,450      $--       $--       $--          $--            $--         $3,171
         President and CEO (2)  2000      $306,075      $--       $--       $--          $--            $--         $2,998

         Clarence F. Bartron    2002      110,570        --        --        --           --             --         2,839
         Vice President         2001      164,044        --        --        --           --             --         2,462
         Ultralap Division      2000      157,077        --        --        --           --             --         1,656

         Joseph S. Sternberg    2002      145,500        --        --        --           --             --         3,735
         Vice President and     2001      118,400        --        --        --           --             --         3,035
         General Counsel        2000      116,130        --        --        --           --             --         2,915

         Mark E. Sternberg      2002      145,500        --        --        --           --             --         3,735
         Administrative Vice    2001      118,400        --        --        --           --             --         3,035
         President              2000      116,130        --        --        --           --             --         2,915

         Jerome Lipkin          2002       75,000        --        --        --           --             --             -
         Operations Manager (3) 2001      122,850        --        --        --           --             --         3,130
                                2000      124,020        --        --        --           --             --         3,100

         William Woodhead       2002       92,872        --        --        --           --             --         1,138
         Secretary/             2001      102,375        --        --        --           --             --         2,568
         Treasurer (4)          2000      102,797        --        --        --           --             --         2,319

         David Diaz             2002      121,585        --        --        --           --             --         3,704
         Vice President-        2001       67,707        --        --        --           --             --            --
         Manufacturing          2000           --        --        --        --           --             --            --
</TABLE>


(1) Includes contributions by the Company for each of the named officers to the
Company's 401(k)/Profit Sharing Plan.

(2) On May 25, 200, the Company completed the sale of its dental supplies
business segment to Miltex in accordance with the terms of the Asset Purchase
Agreement. In a separate but related agreement Miltex has agreed to engage
Marvin E. Sternberg, Chairman of the Board, President and Chief Executive
Officer, and a Director of Moyco, to provide consulting services to Miltex in
connection with the transition of the dental supplies business segment from
Moyco to Miltex and Miltex's operation of the dental supplies business segment
thereafter. Mr. Sternberg will be compensated at the rate of $400,000 per year
over the five-year term of his consulting engagement. Mr. Sternberg may also
earn additional compensation under the Consulting Agreement if and to the extent
that Miltex's profitability is increased by the sale of certain instruments. The
compensation paid to Mr. Sternberg by Moyco will be reduced to reflect his
involvement with Miltex.

(3) Mr. Lipkin retired in May, 2001. The Company granted to Mr. Lipkin a
retirement package entitling him to cash payments of $50,000 in June 2001 and
$75,000 in January 2002, and continuing to cover his automobile allowance and
health benefits through September 2002.

(4) Mr. Woodhead retired from his employment with the Company effective December
31, 2001. The Company granted to Mr. Woodhead a retirement package that
continued to pay him his salary through June 2002 and continued to cover his
automobile allowance and health benefits through that same period.

                                       39

<PAGE>


                     AGGREGATED OPTION/SAR EXERCISES IN LAST
                    FISCAL YEAR AND FY-END OPTION/SAR VALUES

The following table shows stock options exercised and fiscal year-end values for
the named executive officers under the Company's stock option plan. The plan
does not permit the grant of stock appreciation rights ("SARs"). There have been
no stock options granted in the current fiscal year to the named executive
officers.

              Aggregated Option/SAR Exercises in Last Fiscal Year
                     and Fiscal Year-End Option/SAR Values

<TABLE>
<CAPTION>

                                                                                                                 Value of
                                                                                                                 Unexercised In-the-
                                                                                                                 Money
                                                                                                                 Options/SARs
                                          Shares                               Number of Unexercised             at Fiscal Year End
                                        Acquired on          Value             Options as of June 30, 2002       Exercisable(2)/
         Name                            Exercise            Realized          Exercisable/Unexercisable         Unexercisable(3)
         ---------------------------------------------------------------------------------------------------------------------------
         <S>                            <C>                  <C>               <C>                               <C>
         Marvin E. Sternberg                --                  $--                      --                         $--/--
         Clarence F. Bartron                --                   --                      --                          --/--
         Joseph S. Sternberg                --                   --                      --                          --/--
         Mark E. Sternberg                  --                   --                   1,050                          --/--
         Jerome Lipkin                      --                   --                      --                          --/--
         William Woodhead                   --                   --                      --                          --/--
</TABLE>



         (1)  Upon exercise of an option, the optionee must pay the exercise
              price in cash.
         (2)  Represents the difference between the fair market value of the
              common stock underlying the option and the exercise price at
              exercise, or fiscal year-end, respectively.
         (3)  As adjusted for the respective 10% stock dividends issued on
              September 30, 1998 and November 24, 1999.

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR

     During the fiscal year ended June 30, 2002, no options or SARs were granted
     to any officer or employee of the Company.


Stock Option Plans
------------------

Key Employee Stock Option Plan ("The 1992 Plan")

     On October 30, 1992, the Board of Directors (the "Board") adopted a Key
     Employee Stock Option Plan (the "Plan") which was approved by vote of the
     Corporation's shareholders at the December, 1992 meeting. The Plan
     initially limited grants of stock options ("Options") to employees,
     officers and directors who are officers of the Corporation. In fiscal year
     1997, the Board and shareholders amended the Plan to permit grants of
     Options to non-employee directors. Unless sooner terminated, this plan will
     expire in October, 2002.

     The purpose of the Plan is to further the long-term growth of the
     Corporation by offering incentive compensation in the form of Options
     relating to the long term performance goals of those employees and
     non-employee directors who are responsible for planning, directing and
     achieving such growth. The Plan is also intended to be a means of
     reinforcing the commonality of interest between the Corporation and
     employees and non-employee directors, and as an aid in attracting and
     retaining employees and non-employee directors of outstanding abilities and
     specialized skills. Unless sooner terminated by the Corporation's
     shareholders or the Board, the Plan shall remain in effect for a period of
     ten years from the original date of the Plan's adoption by the Board.

     The Plan is administered by the Corporation's stock Option Plan Committee
     (the "Committee"). The members of the Committee are to be appointed by the
     Board to serve until their respective successors have been appointed and
     consists of two or more non-employee directors. Mr. Sternberg and Mr.
     Woodhead are currently members of the Committee. The Committee has sole
     discretion to select the employees, including an employee who is an officer
     or a director of the Corporation, to whom Options may be granted, to
     determine the amounts of such grants and to interpret, construe and
     implement the Plan. All non-employee directors will receive Options under
     the terms of the Plan, as amended.

                                       40

<PAGE>

     An aggregate of 242,000 shares of Common Stock of the Corporation are
     authorized for Options to be granted from time to time. Key employees,
     including an employee who is a director or an officer, who are selected
     from time to time by the Committee are eligible to receive Options under
     the Plan. Since the plan provides for discretion in the selection of
     employees to whom grants will be made, the number of persons who
     participate cannot be determined. Options for no more than five percent of
     these shares of Common Stock subject to the Plan may be granted to any
     individual owning more than ten percent (10%) of the issued and outstanding
     Common Stock. The Plan, as amended, provides a grant to each non-employee
     director of an Option for One Thousand shares of the Corporation's Common
     stock at the market value on the date of the annual meeting for each
     directors meeting they attend. Options granted to non-employee directors
     expire five years form the date of grant . Each Option granted to
     non-employee directors is vested and exercisable in full on the date of
     grant.

     If an optionee ceases to be employed by the Corporation, the employee's
     Option terminates immediately. If the optionee's cessation of employment is
     due to retirement with the Corporation's consent, the optionee may exercise
     the Option within three months after cessation of employment. If an
     optionee dies while employed by the Corporation, or within three months
     after having retired with the Corporation's consent, the executor or
     administrate, legatee or heir, if there be no executor or administrator,
     shall have the right to exercise the Option to the extent the deceased
     optionee was entitled to exercise the Option.

     The purchase price for the Common Stock under each Option is the fair
     market value of the Common Stock on the date the option is granted, but in
     no event less than the par value of the Stock. The Option price must be
     paid in full at the time an Option is exercised in cash or in shares of
     Common Stock with a current fair market value equivalent to the Option
     price. Options granted under the Plan to employees are exercisable during a
     period of ten years from the date of grant.

     No Option granted under the plan to an employee is transferable except by
     will or pursuant to a qualified domestic relations order or the laws of
     descent and distribution. Options granted to non-employee directors are
     transferable to the spouse or children of the non-employee director and by
     will or by the laws of descent and distribution.

     The Plan provides for appropriate adjustments of the provisions of
     outstanding Options and the number of shares available for future awards in
     the event of any changes in the outstanding Common Stock by reason of a
     corporate merger, stock split or similar events. The Board may terminate,
     amend or modify the Plan at any time; provided, however, that no such
     action of the Board shall in any manner affect any Option theretofore
     granted to an optionee under the Plan without the consent of the optionee.

     During the Corporation's fiscal year ended June 30, 2002, a total of 7,500
     options were granted to the Corporation's non-employee directors. No
     options were granted to any of the Company's officers or employees.

2001 Employee Stock Option Plan ("The 2001 Plan for Employees")

     At our annual meeting of shareholders held on December 11, 2001, the
     Company's shareholders approved the proposal to adopt the 2001 Plan. Under
     the 2001 Plan, the Company may grant options to purchase up to an aggregate
     of 750,000 shares of its common stock to eligible employees. Under the 2001
     Plan, the exercise price of an option designated as an ISO shall not be
     less than the fair market value of the common stock on the date the option
     is granted. However, in the event an option designated as an ISO is granted
     to a ten percent (10%) shareholder, such exercise price shall be at least
     110% of such fair market value. Exercise prices of Non-ISO options may be
     less than such fair market value. The aggregate fair market value of shares
     subject to options granted to a participant, which are designated as ISOs
     and which become first exercisable in any calendar year, shall not exceed
     $100,000. The basic terms of this plan are identical to those in the 1992
     plan as detailed above. To date, no options have been granted, exercised,
     or cancelled under the 2001 Plan.

                                       41

<PAGE>

DIRECTORS COMPENSATION

     At our annual meeting of shareholders held on December 11, 2001, the
     Company's shareholders approved the proposal to adopt the 2001
     Non-Executive Director Stock Option Plan ("The 2001 Plan for Directors").
     Under the terms of the 2001 Plan for Directors, each non-executive director
     is automatically granted an option to purchase 7,500 shares upon joining
     the Board and each January 15 thereafter (or first business day
     thereafter), pro rata, based on the time the director has served in such
     capacity during the previous year. The term non-executive director refers
     to a director of the company who is not otherwise a full-time employee of
     the company or any subsidiary. Each non-employee director is entitled to
     receive options to purchase 7,500 shares of the Company's Common stock on
     an annual basis. The 2001 Plan for Directors does not contain an aggregate
     number of shares issuable thereunder, primarily for administrative
     purposes. The Plan will be administered by the Board of Directors, or in
     the alternative, by a committee designated by the Board of Directors (the
     "Committee"). The exercise price for options granted shall be 100% of the
     fair market value of the common stock on the date of grant. Unless
     otherwise provided in the 2001 Plan for Directors, the exercise price of
     options granted must be paid at the time of exercise, either in cash, by
     delivery of shares of common stock of the Corporation or by a combination
     of each. The term of each option commences on the date it is granted and
     unless terminated sooner as provided in the 2001 Plan for Directors,
     expires five (5) years from the date of grant. The Board or Committee has
     no discretion to determine which non-executive director or advisory board
     member will receive options or the number of shares subject to the option,
     the term of the option or the exercisability of the option. Options granted
     are not qualified for incentive stock option treatment under the Internal
     Revenue Code. The exercise price of these options is equal to the fair
     market value of the Company's Common stock on the date of grant. All
     directors who are also employees do not receive any compensation for
     serving as directors. During the Corporation's fiscal year ended June 30,
     2002, a total of 31,875 options were granted to the Corporation's
     non-employee directors.

                                       42

<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth, as of September 30, 2002, the amount and
     percentage of the Company's outstanding common stock beneficially owned by
     (i) each person who is known by the Company to be the beneficial owner of
     more than 5% of the Company's outstanding common stock; (ii) each director;
     (iii) each executive officer and (iv) all officers and directors of the
     Company as a group.
<TABLE>
<CAPTION>
                                                                                    Shares                 Percentage
                                                                                 Beneficially                  of
Title of Class                         Beneficial Owner                              Owned                    Class
--------------                         ----------------                              -----                    -----
<S>                                <C>                                           <C>                       <C>
Common stock                       Marvin E. Sternberg                              2,954,741 (1)             58.0%
Common stock                       Irvin Paul                                           2,000                   --
Common stock                       Marvin Cravetz                                      42,600                  0.8%
Common stock                       Donald Gleklen                                      18,000                  0.4%
Common stock                       Cathy Neifeld, Esq.                                      0                   --
Common stock                       Fletcher Wiley                                           0                   --
Common stock                       William Woodhead                                    12,000                  0.2%
Common stock                       Clarence Bartron                                     5,000                  0.1%
Common stock                       David Diaz                                           5,500                  0.1%
Common stock                       Joseph S. Sternberg                                200,582                  3.9%
Common stock                       Mark E. Sternberg                                  178,753                  3.5%
                                                                                    ---------                  ----

Common stock                       All Officers and Directors
                                   (11 in number)                                   3,419,176                 67.1%
                                                                                    =========                 =====
</TABLE>

(1)  Of these shares 2,732,611 shares are held by Marvin E. Sternberg,
     legally and beneficially in his own name; 222,130 shares by Susan
     Sternberg, wife of said Marvin E. Sternberg, legally and beneficially in
     her own name.

                                       43

<PAGE>



Equity Compensation Plan Information

         The following table provides information about our common stock that
may be issued upon the exercise of options under all of our existing equity
compensation plans as of June 30, 2002, including the 1992 Key Employee Stock
Option Plan, the 2001 Employee Stock Option Plan and the 2001 Non-Employee
Director Stock Option Plan. Information concerning each of the aforementioned
plans is set forth below following the caption "Shareholder Approved Option
Plans."

<TABLE>
<CAPTION>
======================================================================================================================


                                                                                           Number of Securities
                                                                                          Remaining Available for
                               Number of Securities to be                              Future Issuance Under Equity
                                Issued upon Exercise of    Weighted Average Exercise   Compensation Plans Excluding
                                Outstanding Options and       Price of Outstanding        Securities Reflected in
                                        Rights                       Options                     Column (a)
        Plan Category                     (a)                          (b)                          (c)
======================================================================================================================
----------------------------------------------------------------------------------------------------------------------
<S>                                    <C> <C>                        <C>                      <C> <C>
Equity Compensation Plans              (1) 53,940                     $2.08                    (2) 1,093,125
Approved by Stockholders
----------------------------------------------------------------------------------------------------------------------
Equity Compensation Plans                  -                            -
Not Approved by Stockholders
----------------------------------------------------------------------------------------------------------------------
Total                                  (1) 53,940                     $2.08                    (2) 1,093,125
----------------------------------------------------------------------------------------------------------------------
</TABLE>

1.   Includes options issued pursuant to our 1992 Key Employee Stock Option
     Plan, as amended; options issued pursuant to our 2001 Director Stock Option
     Plan; and options issued pursuant to our 2001 Employee Stock Option Plan.

2.   Consists of 750,000 options available for issuance pursuant to our 2001
     Employee Stock Option Plan and 375,000 options which may be issued pursuant
     to our 2001 Director Stock Option Plan, net of the 31,875 shares issued to
     date under the 2001 Director Stock Option Plan. The 2001 Director Stock
     Option Plan does not provide for a cap on the aggregate number of options
     which may be granted thereunder. All option grants under the 2001 Director
     Stock Option Plan are non-discretionary; each non-employee director
     receives an option to purchase 7,500 shares of our common stock each
     January 15, pro rata, based on the length of such directors service during
     the preceding year. Accordingly, if the number and identity of our
     non-employee directors remains constant over the life of the 2001 Director
     Stock Option Plan, we would issue a total of 375,000 options to our
     non-employee directors under the 2001 Director Stock Option Plan.

                                       44

<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     On May 25, 2001, the Company completed the sale of its dental supplies
     business segment to Miltex in accordance with the terms of the Asset
     Purchase Agreement. In a separate but related agreement Miltex has agreed
     to engage Marvin E. Sternberg, Chairman of the Board, President and Chief
     Executive Officer, and a Director of Moyco, to provide consulting services
     to Miltex in connection with the transition of the dental supplies business
     segment from Moyco to Miltex and Miltex's operation of the dental supplies
     business segment thereafter. Mr. Sternberg will be compensated at the rate
     of $400,000 per year over the five-year term of his consulting engagement,
     pursuant to the terms of a Consulting Agreement. Mr. Sternberg may also
     earn additional compensation under the Consulting Agreement if and to the
     extent that Miltex's profitability is increased by the sale of certain
     instruments. The compensation paid to Mr. Sternberg by Moyco will be
     reduced to reflect his involvement with Miltex.

     In June of 2002, Miltex settled disputed balances by deducting a total of
     $68,369 from the consulting payment due to Mr. Sternberg. Under the terms
     of Moyco's indemnification agreement with Mr. Sternberg, the Company was
     required to reimburse him for this deduction. This balance due to Mr.
     Sternberg was unpaid at June 30, 2002. In July 2002, an additional $31,631
     was advanced by Mr. Sternberg, for a total of $100,000 owed by the Company.
     The Company issued a promissory note to Mr. Sternberg in the principal
     amount of $100,000, payable in full on July 15, 2005. Interest will accrue
     at the annual rate of 10% and be paid annually.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a)     Exhibits:

     The following Exhibits have previously been filed with the Securities and
     Exchange Commission and, pursuant to 17 C.F.R. Secs. 201.24 and 240.12b-32,
     are incorporated by reference to the document referenced in brackets
     following the descriptions of such Exhibits. Those Exhibits designated by
     an asterisk (*) are filed herewith.

              2.1     Asset Purchase Agreement dated as of January 10, 2001 by
                      and between Moyco Technologies, Inc., Thompson Dental
                      Mfg., Inc., Sweet Pea Technologies, Inc., and Miltex
                      Instruments Company, Inc. Incorporated by reference to
                      Exhibit 2.1 to Registrant's Form 8-K dated January 22,
                      2001.

              2.2     Voting Agreement dated as of January 10, 2001 by and
                      between Marvin E. Sternberg and Miltex Instruments
                      Company, Inc. Incorporated by reference to Exhibit 2.2 to
                      Registrant's Form 8-K dated January 22, 2001.

              2.3     Form of Consulting Agreement between Marvin E. Sternberg
                      and Miltex Instruments Company, Inc. Incorporated by
                      reference to Exhibit 2.3 to Registrant's Form 8-K dated
                      January 22, 2001.

              3.1     Articles of Incorporation. Incorporated by reference to
                      Exhibit 3.1 to Registrants Form 10-K dated October 12,
                      2001.

              3.2     Bylaws. Incorporated by reference to Exhibit 3.2 to
                      Registrants Form 10-K dated October 12, 2001.


              3.3     Audit Committee Charter. Incorporated by reference to
                      Exhibit 3.3 to Registrants Form 10-K dated October 12,
                      2001.

              23.1*   Consent of BDO Seidman LLP

              23.2*   Consent of WithumSmith+Brown

              99.1*   Certification of Marvin E. Sternberg pursuant to 18 U.S.C.
                      Section 1350, as adopted pursuant to Section 906 of the
                      Sarbanes-Oxley Act of 2002.

              99.2*   Certification of Mark E. Sternberg pursuant to 18 U.S.C.
                      Section 1350, as adopted pursuant to Section 906 of the
                      Sarbanes-Oxley Act of 2002.

 (b)          Reports On Form 8-K:

              (i)     Form 8-K regarding change of accountants filed January 8,
                      2002.

ITEM 14. Controls and Procedures
     Not applicable.

                                       45

<PAGE>



                                   SIGNATURES

Pursuant to the requirements of Section 13 and 15(d) of the Securities Act of
     1934, the Registrant has duly caused this report to be signed on its behalf
     by the undersigned, thereunto duly authorized.

                            MOYCO TECHNOLOGIES, INC.

Dated:  October 11, 2002              BY: /s/ Marvin E. Sternberg
        ----------------              ---------------------------
                                      Marvin E. Sternberg Chairman of the Board,
                                      President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
is signed below by the following persons on behalf of the Registrant and in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
<S>                                                                         <C>            <C>
/s/ Marvin E. Sternberg                                                     Dated:         October 11, 2002
-----------------------                                                     ------         ----------------
Marvin E. Sternberg
Chairman of the Board, President
and Chief Executive Officer
and Director

/s/ Mark Sternberg                                                          Dated:         October 11, 2002
------------------                                                          ------         ----------------
Mark Sternberg
Vice President, Treasurer, Principal Financial Officer and
Principal Accounting Officer

/s/ Joseph Sternberg, Esq.                                                  Dated:         October 11, 2002
--------------------------                                                  ------         ----------------
Joseph Sternberg, Esq.
Vice President, General Counsel and Secretary

/s/ Dr. Marvin Cravetz, DDS                                                 Dated:         October 11, 2002
---------------------------                                                 ------         ----------------
Dr. Marvin Cravetz, DDS
Director

/s/ Donald Gleklen                                                          Dated:         October 11, 2002
------------------                                                          ------         ----------------
Donald Gleklen
Director

/s/ Cathy Neifeld, Esq.                                                     Dated:         October 11, 2002
-----------------------                                                     ------         ----------------
Cathy Neifeld, Esq.
Director

/s/ Dr. Irvin Paul, DDS                                                     Dated:         October 11, 2002
-----------------------                                                     ------         ----------------
Dr. Irvin Paul, DDS
Director

/s/ Fletcher Wiley                                                          Dated:         October 11, 2002
------------------                                                          ------         ----------------
Fletcher Wiley
Director

/s/ William Woodhead                                                        Dated:         October 11, 2002
--------------------                                                        ------         ----------------
William Woodhead
Director
</TABLE>

                                       46

<PAGE>


                                 CERTIFICATIONS
                                 --------------

   I, Marvin E. Sternberg, Chief Executive Officer of Moyco Technologies, Inc.
                                 certify that:

1.   I have reviewed this annual report on Form 10-KSB of Moyco Technologies,
     Inc.;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report; and

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report.

Date:         October 11, 2002




/s/ Marvin E. Sternberg
-----------------------
Marvin E. Sternberg
Chief Executive Officer
Moyco Technologies, Inc.

                                       47

<PAGE>



                                 CERTIFICATIONS
                                 --------------

    I, Mark E. Sternberg, Chief Financial Officer of Moyco Technologies, Inc.
                                 certify that:

1.   I have reviewed this annual report on Form 10-KSB of Moyco Technologies,
     Inc.;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report; and

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report.

Date:         October 11, 2002



/s/_ Mark E. Sternberg
----------------------
Mark E. Sternberg
Chief Financial Officer
Moyco Technologies, Inc.

                                       48