SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                                (Amendment No. 1)
(Mark One)

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

           For the fiscal year ended JULY 31, 2000

                                       OR

    [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

           For the transition period from ____________ to ____________


                          Commission file No. 000-23399

                      FLEMINGTON PHARMACEUTICAL CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                     22-2407152
  -------------------------------           ------------------------------------
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
   incorporation or organization)

31 State Highway 12 Flemington, New Jersey                  08822
------------------------------------------                ----------
 (Address of principal executive offices)                 (Zip Code)


Registrant's telephone number, including area code: (908) 782-3431


Securities registered pursuant to Section 12(b) of the Act:  NONE


Securities registered pursuant to Section 12(g) of the Act:
                     COMMON STOCK, PAR VALUE $.001 PER SHARE
                     REDEEMABLE CLASS A COMMON STOCK PURCHASE WARRANTS EXPIRING
                      NOVEMBER 18, 2002.

         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 [ ]

         Check if there is no disclosure of delinquent filings pursuant to Item
405 of Regulation S-K contained herein, and no disclosure will 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. [X].

         State the issuer's revenues for its most recent fiscal year: $326,000.

         The aggregate market value of the voting and non-voting common equity
of the registrant held by non-affiliates of the registrant at October 27, 2000
was approximately $6,420,837 based upon the closing sale price of $1.50 for the
Registrant's Common Stock, $.001 par value, as reported by the National
Association of Securities Dealers OTC Bulletin Board on October 27, 2000.

         As of October 27, 2000 the Registrant had 5,881,237 shares of Common
Stock, $.001 par value, outstanding.
<PAGE>

              INCORPORATED DOCUMENTS                  SEC EXHIBIT REFERENCE
              ----------------------                  ---------------------

2.1      Agreement of Merger dated as of         As filed with the Registrant's
         October 29, 1998                        Preliminary Proxy Statement on
                                                 October 20, 1998, File No.
                                                 000-23399

3.1      Certificate of Incorporation of         As filed with the Registrant's
         the Registrant, as amended              Form SB-2, on August 8, 1997,
                                                 File No. 333-33201

3.2      Bylaws of the Registrant, as amended    As filed with the Registrant's
                                                 Form SB-2, on August 8, 1997,
                                                 File No. 333-33201

4.1      Form of Warrant Agreement               As filed with the Registrant's
                                                 Form SB-2, on October 31, 1997,
                                                 File No. 333-33201

4.3      Form of Class A Warrant Certificate     As filed with the Registrant's
                                                 Form SB-2, on October 31, 1997,
                                                 File No. 333-33201

4.4      Form of Underwriters' Option            As filed with the Registrant's
         Agreement                               Form SB-2, on October 31, 1997,
                                                 File No. 333-33201

10.1     Employment Agreement with Harry A.      As filed with the Registrant's
         Dugger, III, Ph.D.                      Form SB-2, on August 8, 1997,
                                                 File No. 333-33201

10.2     Employment Agreement with John J.       As filed with the Registrant's
         Moroney                                 Form SB-2, on October 3, 1997,
                                                 File No. 333-33201

10.3     Agreement dated December 7, 1996        As filed with the Registrant's
         between the Registrant and Altana,      Form SB-2, on August 8, 1997,
         Inc.                                    File No. 333-33201

10.4     Registrant's 1992 Stock Option Plan     As filed with the Registrant's
                                                 Form SB-2, on August 8, 1997,
                                                 File No. 333-33201

10.5     Form of Option Agreement under the      As filed with the Registrant's
         1992 Stock Option Plan                  Form SB-2, on October 3, 1997,
                                                 File No. 333-33201

10.6     Registrant's 1997 Stock Option Plan     As filed with the Registrant's
                                                 Form SB-2, on August 8, 1997,
                                                 File No. 333-33201

10.7     Form of Option Agreement under the      As filed with the Registrant's
         1997 Stock Option Plan                  Form SB-2, on October 3, 1997,
                                                 File No. 333-33201

10.8     Agreement with Rapid Spray              As filed with the Registrant's
         (Clemastine) dated June 2, 1992         Form SB-2, on August 8, 1997,
                                                 File No. 333-33201

10.9     Agreement with Rapid Spray              As filed with the Registrant's
         (Nitroglycerin) dated June 2, 1992      Form SB-2, on August 8, 1997,
                                                 File No. 333-33201

<PAGE>

              INCORPORATED DOCUMENTS                  SEC EXHIBIT REFERENCE
              ----------------------                  ---------------------

10.10    Agreement with Creative Technologies,   As filed with the Registrant's
         Inc. dated December 26, 1996            Form SB-2, on October 3, 1997,
                                                 File No. 333-33201

10.11    Registrant's 1998 Stock Option Plan     As filed with the Registrant's
                                                 Preliminary  Proxy Statement on
                                                 October 20, 1998, File No.
                                                 000-23399

10.12    Employment Agreement with Donald P.     As filed with the Registrant's
         Cox, Ph.D.                              Form 10-KSB on October 28,
                                                 1999, File No. 000-23399

10.13    Employment Agreement with Kenneth       As filed with the Registrant's
         Cleaver, Ph.D.                          Form 10-KSB on October 28,
                                                 1999, File No. 000-23399

10.14    Amendment to Consulting Agreement       As filed with the Registrant's
         with Saggi Capital Corp. dated          Form 10-KSB on October 28,
         March 25, 1998                          1999, File No. 000-23399

         FILED HEREWITH

10.15    Agreement with Altana Inc., dated
         December 7, 1996

10.16    Agreement with CLL Pharma dated
         February 12, 1998

10.17    Agreement with Nace Resources, Inc.,
         dated December 29, 1997, together
         with Amendment Number. 1 dated
         February 9, 1998; Amendment Number 2
         dated November 29, 1999; and,
         Amendment Number 3, dated May 5,
         2000

10.18    Agreement with PolyMASC
         Pharmaceuticals plc, dated July 25,
         2000

10.19    Authoriziation to proceed with
         Innovex, Inc. and Novartis
         Pharmaceuticals Corp., dated June
         15, 2000
<PAGE>

                                   SIGNATURES

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

                                       FLEMINGTON PHARMACEUTICAL CORPORATION


Date: September 25, 2001               By: /S/ HARRY A. DUGGER, III
                                           ------------------------------------
                                               Harry A. Dugger, III, President


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report is signed below by the following persons on behalf of the Company
and in the capacities and on the dates indicated.


              SIGNATURES                    TITLE                          DATE
              ----------                    -----                          ----

/s/ HARRY A. DUGGER, III     President and Chief Executive Officer
------------------------     (Principal Executive Officer)
Harry A. Dugger, III


/s/ DONALD DEITMAN           Chief Financial Officer
------------------           (Principal Financial Officer)
Donald Deitman


/s/ JOHN J. MORONEY          Chairman of the Board and Director
-------------------
John J. Moroney


/s/ ROBERT F. SCHAUL         Secretary and Director
--------------------
Robert F. Schaul

/s/ JACK J. KORNREICH        Director
---------------------
Jack J. Kornreich