<PAGE>

                                  UNITED STATES
                       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 December 31, 2000 Commission file number 0-23512

                                 BIOCORAL, INC.

           (Name of small business issuer as specified in its charter)

<TABLE>
<S>                                                                    <C>
                    Delaware                                          33-0601504
        (State or other jurisdiction of                       (I.R.S. Employer I.D. No.)
        incorporation or organization)

38 rue Anatole France, 92594 Levallois Perret Cedex, FRANCE                N/A
          (Address of Principal Executive Offices)                     (Zip Code)
</TABLE>

                                011-3314-757-9843
                         (Registrant's telephone number)

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

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

                               Title of each class

                          Common Stock. $.001 Par Value

     Indicate by check mark whether the issuer (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes |X| No |_|

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is not contained herein, and no disclosure will be
contained, to the best of issuer'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. Yes |_| No |X|

     Issuer's revenues from continuing operations for its most recent fiscal
year were $369,900.

     The aggregate market value of the voting stock held by non-affiliates of
the Issuer, as of December 31, 2000, on a pro forma basis, was approximately
$3,077,642.

     The Issuer had 19,235,260 shares of common stock outstanding (pro forma) as
of December 31, 2000.

Documents Incorporated by Reference - See Exhibit Index







<PAGE>



                                     PART I

Item 1. Description of Business

Background

     BioCoral, Inc., a Delaware corporation (the "Company") is an international
biotechnology company specializing in research, development and
commercialization of patented high biotech technologies and biomaterials in the
health care area. Through its subsidiaries, the Company researches, develops,
manufactures and markets bone graft substitute and other high tech patented
biomaterials in a number of countries outside the United States. The Company
owns various patents on its technologies most of which have been issued in the
United States by the U.S Departement of Commerce Patent and Trademark Office,
and in Canada, Australia, Japan, the European community and various other
countries by their official governmental patent offices. The Company has
developed what management believes is the world's first fully autologous fibrin
glue. In 1993, the Company's scientists began working on the development of an
autologous fibrin glue that utilizes the patient's own blood, thereby
eliminating the risk of viral transmission. Following the successful result of
the phase III human clinical trail for specific indications, the product file
has been approved by appropriate French authorities (AFSSAPS) Agence Francaise
de Securite Sanitaires des produits de Sante "Health Care Products French
Sanitary Safety Agency", the French functional equivalent of the Food and Drug
Administration. On September 14, 2000, AFFSSAPS granted the authorization to
prepare, use and distribute the new autologous fibrin glue developed by the
Company. The Company also obtained on June 8, 2000 the EC certification for its
innovative medical device which is valid until June 7, 2005 and is renewable and
allows the Company to market the product in the European Community. The Company
is in the process of assembling the professional development and marketing team
necessary to commence commercialization of the device in France for patients who
need intensive care.

     Last year the Company also begun Phase III multi-center clinical trials of
its product for the treatment of bone fractures due to osteoporosis. We believe
that this study will demonstrate that our product in this application will
stabilize the fracture and will permit better recovery for patients, allowing
them faster mobility and return to a healthy state with a very low risk of
refracture. The Company is also working on the prevention of osteoporosis and
believes that for the first time, patients who are susceptible to osteoporosis
and have already had fractures will be able to be treated. The Company product
in this application is intended to permit the regeneration of newly formed bone
in the area which is susceptible to osteoporosis and has a low bone mass.
Initial human clinical study has demonstrated and confirmed the result of
regeneration of new formed bone in the bone mass area. The Company owns the US
patents in this application which has been granted.

     The Company's chief product, BioCoral, derived from natural ocean-generated
coral using proprietary manufacturing processes, has certain characteristics
(including chemical composition, porosity, mineral content and bioactive
properties) which permit its safe, contamination-free use. Its similarity to
human bone facilitates its replacement by newly-formed bone. Prior to 1995, the
Company derived substantially all its revenue from other unrelated businesses.
Through the end of 2000, the Company had not yet realized significant revenues
from the sale of its products. The Company has not yet begun to seek FDA
approval for sale of its products in the United States. An accredited scientific
team in the US has conducted human clinical studies with a 5 year follow up to
confirm bone reconstruction in oral application. This study confirmed the
stability of the successful result and management believes that this study will
facilitate FDA approval for our product used in this indication when we file for
FDA approval. Canadian approval of certain products has been obtained and the
Company's products are already commercialized in the European community and
Asia.

     The Company entered the biomaterials field in 1995 by agreeing to acquire
Inoteb, SA, a French corporation ("Inoteb") from 10 individuals "the founders",
all French nationals. The shares and bonds of Inoteb acquired in 1995
represented, at such time, 51.5% of the capital share of Inoteb. The Company
increased its ownership percentage through additional purchases of Inoteb common
stock to 67% in 1997 and in December 1998, to 100% by purchasing new shares of
Inoteb directly from Inoteb in a new offering of its capital, and 16% from Jean
Darondel, a director of the Company. Accordingly, since December 1998, the
Company has owned 100% of the capital stock of Inoteb.







<PAGE>


     The executive offices of the Company are located at 38 rue Anatole France,
Levallois Perret Cedex, France consisting of approximately 2000 square feet of
office space.

BioCoral

     BioCoral is a biomaterial produced from natural coral. Certain chemical,
physical and structural characteristics of coral are very similar to that of
human bone tissue. BioCoral is derived from three particular species of coral
naturally present in abundance. BioCoral is primarily (more than 97%) comprised
of calcium carbonate. Porous and resorbable, BioCoral is prepared in
microgranules as well as in engineered shapes according to specific indication.
Due to its similarity to bone tissue, BioCoral is compatible, resorbed by the
body as new bone growth invades the BioCoral and is replaced by neoformed
invasion. It is highly porous with numerous interconnected channels which allow
a total migration to the center of the implant free of contamination risk.
Because BioCoral is resorbed, it can be combined with antimicrobials, anticancer
agents or other pharmaceuticals for slow release into bone tissue, resulting in
an advantage over autologous bone grafts. The principal current alternative to
BioCoral is the utilization of autologous (from the patient's own body) bone
grafts. The use of autologous bone grafts requires the patient to undergo one or
more additional surgeries to harvest the bone graft material. This is not always
feasible due to the condition of the patient or other contraindications, and
must be shaped in a separate procedure to fit the graft area.

     According to Inoteb, BioCoral has been used in more than 200,000 patients,
principally in Western Europe and Korea. BioCoral was originally patented in
France in 1979, in the United States in 1982, and in Japan in 1989. Inoteb
acquired the patent rights to BioCoral from ANVAR/CNRS, the French National
Center for Scientific Research, a French governmental agency. In the interim,
Inoteb has developed an additional 9 patents for various applications and uses
of its products, such as osteoporosis remediation, autologous glue, combination
with growth factor, among others.

Clinical Applications

     BioCoral has been used in various clinical applications. Current uses
include the following: (a) orthopedic surgery uses include spinal surgery,
tibial (shinbone) osteotomies, hip fractures, trephine (skull) hole replacement,
fracture repair and filling of bone cavities particularly in bone fractures due
to osteoporosis; (b) maxillocraniofacial surgery and plastic surgery uses
include reconstructive and cosmetic surgery; (c) oral surgery uses include
filling of bone defects due to loss of teeth or periodontal disease.

     The company is preparing new clinical human trials for autologous fibrin
glue in different indications which will be started during 2001. We believe that
the results of these clinical trials will allow us to extend the market of
innovative Company products for use in other indications.

Osteoporosis

     Osteoporosis is a progressive bone disorder in which bone density
decreases, combined with increased bone brittleness and porosity, which
primarily affects post-menopausal women. The number of women suffering from
osteoporosis has grown significantly with the aging of Western populations. The
clinical trials Inoteb has run over the past 8 years have demonstrated the
feasibility of this treatment to reduce the consequences of fractures caused by
osteoporosis and to avoid the occurrence of fracture as well. Inoteb is
developing several variants of its BioCoral technology aimed at osteoporosis
treatment. BioCoral offers a superior method of preventing and repair of bone
fractures due to osteoporosis. It has the ability to help the skeletal system,
reinforcing it where it is weak and fragile. BioCoral can serve both to heal
bones that are already fractured and to prevent bone fractures from occurring.

     Phase II clinical trials in Europe demonstrated the efficacy of BioCoral
for local osteoporosis treatment in rebuilding bone, particularly in combination
with osteodensimatic screening.

     The Company also began Phase III multi-center clinical trials of its
product for the treatment of bone fractures due to osteoporosis in 13 clinics in
Europe last year. It is expected that this study will demonstrate that the
Company's






<PAGE>


product in this application will stabilize the fracture and will permit
better recovery for patients providing them faster mobility and return to
normalcy with a very low risk of refracture. We are also working on a prevention
concept which for the first time will permit treatment for patients whom are
susceptible to osteoporosis and already had the freacture due of it, the company
product in this application will permit the reconstruction of new formed bone in
the area which are atteinted to osteoporosis and has a low bone mass. Initial
humain clinical study had demostreted and confirmed the result of reconstruction
of new formed bone in the bone mass area. The company owns the patents in these
applications which are granted in united states. The Company intends to raise
additional capital to continued Phase III clinical trials in North America which
will be a prerequisite to human use in the United States and Canada.

Autologous Fibrin Glue

     Inoteb has developed what it believes to be the world's first fully
autologous fibrin glue. This autologous fibrin glue is prepared using the
patient's own blood, in a closed system, eliminating immunological problems and
the risk of blood-borne disease transmission such as, for example, HIV and
hepatitis. In contrast, all fibrin glues currently on the market (whether
autologous or homologous) require foreign protein as thrombin or
antifibrinolitic.

     Surgical glue represents a fast growing segment of the biotech industry.
Clinical trials have been done especially for skin replacement and skin grafts
eliminating the need for protein based skin grafts.

     The Company has completed phase III human clinical trials in specific
indication and the products file has been approved by the appropriate French
authorities. On September 14, 2000, AFSSAPS granted the authorization for the
preparation, use and distribution of the Company's new autologous fibrin glue.
On June 8, 2000, the Company also obtained EC certification for its innovative
medical device, which allows the company to market the product in the European
community and which is valid until June 7, 2005 and is renewable.

     We expect to be ready for distribution of this new device in France in the
second half of 2001 and in other European countries in the last quarter 2001. We
believe that the world market segment for the autologous fibrin glue is in
excess of $600 million.

Composite BioCoral and Growth Factor

     For more than 11 years, studies have been undertaken to demonstrate that it
is possible to accelerate the bone repair process by combining growth factors
with a support matrix such as Biocoral. Some scientific research has shown that
Biocoral, as biomaterial, represents a useful support for growth factors.
European clinical trials conducted over the past 2 years have had positive
results confirming the acceleration of the bone repair process as aforesaid.

Raw Materials and Manufacturing

     The primary raw material used by the Company to manufacture BioCoral is
coral. The coral used in the Company's products is presently sourced from New
Caledonia, but is also found in abundance in wide areas of the Indian and
Pacific Oceans. The Company believes that its existing inventory of coral,
together with coral sources immediately available to it, are sufficient to meet
its present and future needs. To date, coral prices have been stable but no
assurance can be had that they will not rise. The Company is, however, unaware
of any factors which are likely to have a material adverse effect on the
Company's ability to obtain coral at a competitive price.

      Manufacturing of BioCoral is conducted at Inoteb's facility in Saint
Gonnery, France. This facility, which covers approximately 350 square meters
(3150 square feet), has been ISO 9002 rated since August 1995. On October 25,
1996, Inoteb was granted, in addition to the ISO 9002 certification, European
Norms 46002 certification for the quality assurance system set up in the
manufacturing process of BioCoral and, on December 30, 1996, Inoteb was granted
the EC certificate allowing sales of BioCoral throughout the European Community.
The Company is audited three times a year to maintain such certifications, once
by AFAQ for the ISO 9002 and by GMED for the EN 46002. The Company






<PAGE>


believes this facility is adequate to service the Company's present and
medium-term-future needs.

Competition

     BioCoral. The Company's BioCoral product competes with (i) natural bone
obtained from autograft procedures and allograft sources and with (ii) two other
synthetic bone products, one marketed in the United States by Interpore, Inc. a
publicly-held company with significantly greater resources and distribution
capabilities than the Company, and another that was approved by the FDA in May
1993. Autograft and allograft bone have been used for graft material for a much
longer period of time than BioCoral and similar materials, and in order to
increase its future sales of BioCoral, the Company will have to demonstrate to
the medical community the surgical and patient advantages, safety, efficacy,
cost effectiveness and clinical results of BioCoral. Most of the Company's
competitors have substantially greater resources, larger market share and
greater research and development capabilities than the Company and may,
therefore, be expected to compete aggressively and successfully in the markets
for the Company's products.

     Homologous fibrin sealant is biologically prepared from large plasma pools,
with the addition of other biologicals such as thrombin and anti fibrinolytics
products necessary for their activation. Even after when safety process has been
implemented, there can be residual unexpected viral transmission or
immunological problems.

     Safer autologous fibrin glue can be prepared by different processes, but
are not standardized and need other biologicals such as thrombin and
antifibrinolytics.

     The new autologous fibrin glue prepared by the Company's innovative medical
device is standardized, and truly safe due to the sole use of calcium as an
activator, without the addition of any other biologicals such as thrombin or
antifibrinolytics. In addition the composition remain constant in terms of
components and properties.

     The Company believes that BioCoral provides an attractive alternative to
autograft and allograft bone graft materials. In an autograft procedure, bone
material is first harvested from another part of the patient's skeleton and
then, in a second procedure, grafted to the site of the bone deficit. The
harvesting procedure increases operating time and expense, and can lead to
complications such as infection, excessive blood loss, chronic pain and
deformity. When an autograft is not feasible or desirable, allograft bone,
typically obtained from a cadaver, can be used. In order to maintain mechanical
and biological properties, some allograft bone is not sufficiently secure to
avoid all risks of disease transmission. Therefore, unlike BioCoral, which is a
sterile and biocompatible material, allograft bone carries the risks of implant
rejection and the transmission of infectious agents such as hepatitis and HIV.
The use of BioCoral entails none of these risks and provides clinical results
comparable to those of autograft material in suitable condition for use.

     In May 1993, a second bone graft substitute was approved by the FDA. This
product consists of hydroxyapatite-calcium phosphate and bovine collagen, which
must be mixed with the patient's own bone marrow. The company believes that this
three-part system is more difficult to use due to the mixing process and has
inferior mechanical qualities. It also requires refrigeration, has a shorter
shelf life and raises the risks of adverse reaction in patients allergic to
bovine collagen, and poses risk of infection. In addition, many countries have
prohibited the commercialization of product utilizing bovine collagen as a base.

     The Company has been able to compete in Europe with other producers that
also sell their products in the United States. Despite their significantly
greater resources, management believes that it will, once its products have been
approved by the FDA, be able to be competitive with such companies because of
the quality of its products. The presence of these competitors' products in the
US market actually may benefit the Company by enabling it to seek foreshortened
FDA approval of its products. See "Business - Government Regulation".

     BioCoral has been used in European dental applications for more than 16
years. This use, together with the scientific results of its in vivo use and
clinical trials have demonstrated the efficacy of using BioCoral for bone
regeneration in dental applications. The Company competes with many businesses
in the production and distribution






<PAGE>


of biomaterials for filling bone cavities before rehabilitation of partially and
totally edentulous patients. These businesses compete primarily on the basis of
product performance and price, as well as customer loyalty and service. BioCoral
also competes with bone grafts and bone graft substitutes. Companies selling
competitive products sometimes also sell dental implants, so bundling these
products is often a strategy. All of these businesses compete primarily on the
basis of product performance and price, as well as on customer loyalty and
service.

     Management believes that the Company's products are superior to its
competitors' products. The Company has begun to make arrangements for the
commencement of clinical trials for certain of its products with a long term/
medium term view toward FDA approval thereof . In the interim, the Company will
focus on increasing its European and other sales of its products and entering
into joint ventures with key strategic partners for distribution of its
products, research and development and the like. No assurance can be given that
any such arrangements will be reached or that they will be profitable.

Governmental Regulation

     BioCoral has been approved for marketing in more than 15 countries in
Europe, Korea, South Africa, Canada and Australia. BioCoral has been approved
for reimbursement by the Tarif Interministeriel des Prestations Sanitaires, the
French national health services agency and for reimbursement by social security
insurance.

     The Company's products are subject to significant government regulation in
the United States and other countries. To test clinically, and to produce and
mass market products for human diagnostic and therapeutic use in the United
States, the Company must comply with mandatory procedures and safety standards
established by the Food and Drug Administration ("FDA") and comparable state and
foreign regulatory agencies. Typically, such standards require that products be
approved by the government agency as safe and effective for their intended use
before being marketed for human applications. Obtaining such approvals in the US
could take a some time and involve substantial expenditures. No clinical testing
on humans may be undertaken in the United States without first obtaining an
Investigational Device Exemption ("IDE") from the FDA.

     There are two principal methods by which FDA approval may be obtained to
market regulated products in the United States. One method is to seek FDA
approval through a premarket notification filing under Section 510(k) of the
Food, Drug and Cosmetics Act. Applicants under the 510(k) procedure must prove
that the device for which approval is sought is substantially equivalent to
devices on the market before the Medical Device Amendments of 1976 or devices
approved after the 510(k) procedure. The review period for a 510(k) application
is 90 days from the date of filing the application; if not rejected, within such
90 days, applications are deemed approved.

     The alternative method is to obtain premarket approval ("PMA") from the
FDA. Under the PMA procedure, the applicant must obtain an IDE before beginning
the substantial clinical testing required to determine the safety, efficacy and
potential hazards of the products. The review period under the PMA procedure may
last for several years. The FDA also imposes requirements on manufacturers and
sellers of products under its jurisdiction, such as labeling, manufacturing
practices, record keeping and reporting.

     An accredited scientific team in the US has conducted human clinical
studies with a 5 year follow up to confirm bone reconstruction in oral
application. This study confirmed the stability of the successful result and
management believes that this study will facilitate FDA approval for our product
used in this indication when we file for FDA approval.

Employees

     The Company, except for its wholly-owned subsidiary Inoteb, currently has
no employees other than its officers and directors who devote as much time as
they believe necessary to carry out the affairs of the Company. Inoteb currently
has 10 employees whom are full time. The Company will seek to to engage at least
three high level






<PAGE>


individuals for its autologous fibrin glue glue marketing efforts in 2001. In
addition, the Company engages the services of various scientific and research
consulting teams under consulting contracts, working on research and development
projects in different laboratories and hospitals in France and other countries.

Item 2. Description of Property.

     Inoteb currently leases its principal executive offices from an unrelated
third party for an aggregate annual rent of approximately $56,000.

Item 3. Legal Proceedings.

     There is no material litigation pending against the Company at this time.

Item 4. Submission of Matters to a Vote of Security Holders.

     None.

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

     At December 31, 2000 there were 19,235,260 shares of the Company's Common
Stock issued and outstanding, without giving effect to a 1-for-50 reverse split
of the Company's outstanding shares of common stock approved by the Company's
Board of Directors on December 12, 2000. A significant portion of the
outstanding shares of the Company are subject to resale restrictions and, unless
registered under the Securities Act of 1933 (the "Act"), or exempted under
another provision of the Act, are ineligible for sale in the public market.
Sales of substantial amounts of the Common Stock of the Company which are
presently restricted in the public market could adversely affect prevailing
market prices.

     The following table sets forth information regarding the high and low price
for the Company's common stock as reported on the Electronic Bulletin Board.
Such prices do not necessarily reflect actual transactions and do not include
retail mark-up, mark-down or commissions. The prices set forth below are per
share and do not reflect the 1-for-50 reverse split.

<TABLE>
<CAPTION>
Quarter                          High                      Low
-------                          ----                      ---
<S>                             <C>                       <C>
March 31, 1999                   $1.12                     $1.00

June 30, 1999                    $1.00                     $0.56

September 30, 1999               $0.56                     $0.18

December 31, 1999                $0.42                     $0.05

March 31, 2000                   $0.55                     $0.05

June 30, 2000                    $0.33                     $0.14

September 30, 2000               $0.30                     $0.16

December 31, 2000                $0.30                     $0.16
</TABLE>







<PAGE>


Holders

     As of December 31, 2000 there were approximately 100 holders of record of
the shares of the Company's common stock.

Dividends

     The Company has paid no cash dividends on its equity securities to date and
does not anticipate the payment of cash dividends on its equity securities in
the near future. The Company paid a dividend of one share of its common stock
for each three shares owned on December 18, 1995 and paid, in December 1996,
another stock dividend of one share for each three shares owned as of November
6, 1996.

Item 6. Management's Discussion and Analysis of Business and Results of
        Operations

Results of Operations for the Year Ended December 31, 2000 Compared to the Year
Ended 31, 1999

     Net sales, which are solely attributable to Inoteb, SA ("Inoteb"), the
Company's wholly owned French subsidiary, totaled $369,900 for the year ended
December 31, 2000, a decrease of $44,900 or 11% from $414,800 for the year ended
December 31, 1999. This decrease is primarily the result of a decrease in sales
price and volume.

     Operating expenses decreased by approximately $390,000 to approximately
$1,065,000 during the year ended December 31, 2000 from approximately $1,455,000
for the year ended December 31, 1999 or 27%. This decrease is primarily
attributable to decreases in expenditures for research and development,
amortization of goodwill, and other operating expenses.

     Research and development expenses decreased approximately $121,000 or 28%
to approximately $315,000 during the year ended December 31, 2000 as compared to
approximately $436,000 during the year ended December 31, 1999. This decrease
resulted from the completion of several research projects in the latter half of
fiscal 1999, as well as the Company's shift of focus from research and
development to marketing.

     Amortization expense totaled approximately $11,000 during the year ended
December 31, 2000, a decrease of approximately $122,000 or 92% from
approximately $133,000 during the year ended December 31, 1999. Goodwill, which
was originally recorded in connection with the Company's increased ownership
interest in Inoteb's outstanding capital stock during 1998, was written off over
thirteen months. As such, goodwill became fully amortized during January 2000.

     Other operating expenses totaled approximately $240,000 during the year
ended December 31, 2000, a decrease of approximately $168,000 or 41% from
approximately $408,000. This decrease was the result of an approximate $112,000
or 39% decrease in Inoteb's delivery and selling expenses from $286,000 in the
year ended December 31, 1999 to $174,000 in the year ended December 31, 2000. In
addition, during the year ended December 31, 1999, the Company incurred $90,000
of expenses associated with rent guarantees in connection with the previous sale
of its real estate operations. There were no such expenses in the year ended
December 31, 2000. These decreases were offset by slight increases in other
operating expenses.






<PAGE>


    Other expenses (net) increased $38,000 or 22% to $214,000 during the year
ended December 31, 2000 as compared to $176,000 during the year ended December
31, 1999. This is primarily due to an increase in interest expense of $36,000
from $195,000 in 1999 to $231,000 in 2000 as a result of amortization of
deferred financing costs incurred in connection with the sale of 6% convertible
promissory notes which are due December 31, 2002 (see Note 7 in the notes to
consolidated financial statements included herein). Such amortization totaled
$40,000 in 2000.

    As a result of the above, the Company's net loss for the year ended
December 31, 2000 totaled $909,283 or $.05 per share compared to a net loss of
$1,216,421 or $.15 per share for the year ended December 31, 1999. These losses
per share were based on weighted average common shares outstanding of 19,235,260
and 7,993,464 for the years ended December 31, 2000 and 1999, respectively, and
do not reflect the 1-for-50 reverse split (see Note 11 in the notes to the
consolidated financial statements included herein).

Financial Condition, Liquidity and Capital Resources

    As of December 31, 2000, the Company had working capital of approximately
$819,000 and unrestricted cash balances of approximately $1,234,000. In
addition, the Company had $1,000,000 deposited in escrow as of December 31, 2000
in connection with the sale of convertible notes payable as discussed below, and
approximately $495,000 of investments in available-for sale-securities.

    During the year ended December 31, 2000, the Company used $554,000 of cash
for operating activities primarily to fund its net loss of $909,000, which was
mitigated by other changes in operating assets and liabilities, primarily an
increase in accounts payable and accrued expenses of approximately $175,000. The
Company's net loss of $909,000 increased its total stockholders' deficiency to
$2,053,000 at December 31, 2000. However, during the year ended December 31,
2000, the Company received net proceeds of $500,000 in connection with its
subscription receivable that arose from the sale of 11,111,111 shares of common
stock in 1999. Additionally, during the year ended December 31, 2000, the
Company completed a private offering (the "Offering") of 6% convertible
promissory notes payable (the "Notes") due December 31, 2002. The notes are
convertible at any time at the holder's option, subject to Company approval, at
the rate of $.045 per share. Interest is payable annually, at the Company's
option, either in cash or in shares of the Company's common stock. During the
year ended December 31, 2000, the Company sold notes in the aggregate principal
amount of $3,000,000 to "accredited investors" which represents the maximum
number of units available under the Offering. The Company has received
$2,000,000 of the proceeds and the remaining $1,000,000 was temporarily
restricted as of December 31, 2000 pursuant to agreements with the purchasers.
The Company anticipates the remaining proceeds will be released upon the
Company's issuance of all the required regulatory documents. In connection with
the completion of the Offering, the Company incurred $200,000 of financing
costs, which are deferred and being amortized to interest expense over the term
of the related loan on a straight-line basis.

    The Company sold Notes in the principal amounts of $1,500,000 in January and
June 2000. The Company's common stock had a fair value of $.0625 per share and
$.25 per share on those respective dates, which exceeded the conversion price of
$.045 per share for each Note. Pursuant to accounting principles generally
accepted in the United States of America ("USGAAP"), the excess on each date
constituted a beneficial conversion feature or right for which the value is
measured by the difference between the aggregate conversion price and the fair
value of the common stock into which the securities are convertible, multiplied
by the number of shares into which the securities are convertible. Accordingly,
the beneficial conversion rights attributable to the issuance of the Notes had
an aggregate fair value of approximately $7,417,000, which equaled the excess of
the aggregate amount the purchasers would have paid if they could have and would
have converted all of the Notes, paid the exercise price of $.045 per share and
sold the 66,666,667 shares of common stock received upon conversion at their
fair value on the respective dates of purchase. Pursuant to USGAAP, the lesser
of the fair value of the beneficial conversion rights ($7,417,000) or the
principal amount of the Notes ($3,000,000) is chargeable to interest expense
over the period from the respective dates of issuance through the date on which
the Notes first become convertible. However, the conversion of the Notes is
contingent upon the Company's consent to such conversion and, therefore, the
date on which the Notes first become convertible cannot be determined until
such consent is requested and granted. Accordingly, the Company will charge
to interest expense a proportionate amount of the maximum of $3,000,000
attributable to the beneficial conversion rights at such time as consent
is requested and granted.







<PAGE>


Current Plans of the Company

     As disclosed above, the Company obtained authorization approval from
AFSSAPS to prepare and distribute its autologous fibrin glue in France. The
Company is in the process of preparing the professional development and
marketing team for the commercialization of its autologous surgical glue in
order to begin commercialization in France for patients who need intensive care
(involving patient blood). Because of its nature, use of the product is severely
restricted in France. Due to the success of its European-based clinical trials,
the Company obtained EC certificate label approval on June 8, 2000. In addition,
the Company plans to establish a subsidiary in Canada and has established
authorizations necessary for the sale of BioCoral in Canada, and is seeking
authorization for the sale in Canada of its other products as well.

     The Company intends to focus on the marketing and development of BioCoral
and related products. Obtaining approval for the sale of such products in the
United States will require a significant expenditure of capital over the
foreseeable future. The Company anticipates realizing some revenues from the
sale of BioCoral and related products in 2001 and additional revenues from sale
of its autologous biological surgical glue are expected to be sufficient to
maintain the Company's operations through 2002. As mentioned above, the Company
is also actively seeking a significant investor/joint venturer to assist in the
funding of its operations in North America.

     The Company has not been significantly affected by inflation during the
past fiscal year.

Special Note Regarding Forward-Looking Statements

     Statements contained in various portions of this Annual Report on Form
10-KSB (including, without limitation, this Item 6 and Item 1 regarding, among
other things, the dates upon which the Company anticipates commencing clinical
trials for certain of its products or receiving certain revenues or proceeds
constitute forward-looking statements under the Federal securities laws. Such
statements are subject to certain risks and uncertainties that could cause the
actual timing of such revenues, clinical trials or other events to differ
materially from those projected. With respect to such dates, the Company's
management has made certain assumptions regarding, among other things,
timeliness in payment by the parties with which it deals, the successful and
timely completion of pre-clinical tests, obtaining certain approvals of the
clinical trials from the FDA, the availability of adequate clinical supplies,
the absence of delays in patient enrollment and the availability of adequate
capital resources necessary to complete the clinical trials. The Company's
ability to commence clinical trials on the dates anticipated is subject to
certain risks and the Company's ability to recognize revenue is subject to both
ordinary and extraordinary business risks. Undue reliance should not be placed
on the dates on which the Company anticipates recognizing revenues or commencing
clinical trials. These estimates are based upon the current expectations of
Company's management, which may change in the future due to a large number of
potential events, including unanticipated future developments.

Item 7. Financial Statements.

     Attached.

Item 8. Changes In and Disagreement with Accountants on Accounting and Financial
        Disclosure:

     None.

                                    PART III

Item 9. Directors. Executive Officers, Promoters and Control Persons; Compliance
        With Section 16 (a) of the Exchange Act







<PAGE>


     The following is certain information with respect to directors, executive
officers and key employees of the Company as of March 31, 2001:

     Nasser Nassiri, Age 38 Chairman of the Board, President and a Director,
Yuhko Grossmann, Age 36, Secretary, Treasurer and a Director, and Jean Darondel
Age 58, Director.

     Each of such persons was elected or appointed for a one-year term to serve
and hold office until their respective successors are elected or appointed.

     Nasser Nassiri is the Chief Executive Officer, Chairman of the Board and a
director of the Company. Mr. Nassiri is a Paris-based financier active in Europe
and the Middle East. Since 1990, he has been a private investor and financial
advisor to several European financial and portfolio institutions, as well as
family investment companies and pharmaceutical businesses in the Middle East.
From 1983 to 1987, Mr. Nassiri was a director of Prak Management, a
privately-held Middle East-based oil and gas holding company.

     Yuhko Grossmann is Secretary, Treasurer and a director of the Company. Ms.
Grossmann is currently a director of Ono Trading Company of Canada Ltd., a large
wholesale company dealing in industrial safety equipment, and a director of Ono
Import Export Company Ltd., an international trading company. Previously, Ms.
Grossmann spent over ten years working with the largest retail pharmaceutical
chain in Canada, where her responsibilities included the restructuring and
implementation of new management and information systems following corporate
buy-outs. Ms. Grossmann holds degrees from Simon Fraser University in Modern
European History, Political Science and Physics.

     Jean Darondel is a director of the Company. Dr. Jean Darondel was
co-founder of Inoteb and is its President General for several years, Dr.
Darondel is Biocoral Inc, permamte representative in Inoteb Board and is a
active member of different scientific pilotage commities programs. Dr. Darondel
is known for his research in the field of veterinary medicine and business
developement in the medical/pharmaceutical fields. Dr; Darondel is focusing his
efforts on expanding the commercialization of Biocoral products in Europe.

     BioCoral also has a Scientific Advisory Board to aid it in the strategic
development of its products. Its members include Dr. Jean Louis Patat, Dr. Jean
Darondel, Dr. Alberto Jussman, Dr. Jean-Pierre Ouhayoun and Dr. Rosy Eloy. Dr.
Patat, a former President Director General of Inoteb, is a member of the
European Society of Biomaterials and La Societe de Medicine de Paris. Dr. Patat
has been involved with the development of BioCoral since 1979 focusing on its
osteoporosis applications since 1991. Dr. Alberto Jussman is a specialist in
post-menopausal medicine and the prevention of osteoporosis and is a consultant
to the Laboratoires pour la Pharmacie et les Devices Medical and teaches at the
CHU Bichat-Claude Bernard in Paris. Dr. Ouhayoun is doctor of dental surgery
and Professor and Chairman of the Department of Periodontology at the University
of Paris 7 School of Dentistry. He is also chief of the dental clinic at
Garanciere Hotel Dieu, and is in charge of the research unit at the Orthopedic
Research Laboratory in Paris specializing in bone regeneration. Dr. Rosy Eloy,
former Vice President of the Administrative Council of INSERM, is Director of
Biomatech, a French company that tests and evaluates biomaterials and
pharmaceutical products.

Limitation on Liability of Directors

     As permitted by Delaware law, Image Technology's Certificate of
Incorporation includes a provision which provides that a director of Image
Technology shall not be personally liable to Image Technology or its
stockholders for monetary damages for a breach of fiduciary duty as a director,
except (i) for any breach of the director's duty of loyalty to Image Technology
or its stockholders, (ii) under Section 174 of the General Corporation Law of
the State of Delaware, which prohibits the unlawful payment of dividends or the
unlawful repurchase or redemption of stock, or (iii) for any transaction from
which the director derives an improper personal benefit. This provision is
intended to afford directors protection against and to limit their potential
liability for monetary damages resulting from suits alleging a breach of duty of
care by a director. As a






<PAGE>


consequence of this provision, stockholders of Image Technology will be unable
to recover monetary damages against directors for action taken by them which may
constitute negligence or gross negligence in performance of their duties unless
such conduct falls within one of the foregoing exceptions. The provision,
however, does not alter the applicable standards governing a director's
fiduciary duty and does not eliminate or limit the right of Image Technology or
any stockholder to obtain an injunction or any other type of non-monetary relief
in the event of a breach of fiduciary duty. Image Technology believes this
provision will assist in securing and retaining qualified persons to serve as
directors.

Compliance with Section 16(a) of the Exchange Act

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of
the Company's Common Stock to file with the Securities and Exchange Commission
initial reports of stock ownership and reports of changes in stock ownership.

     Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons, the Company believes
that during Fiscal 1998, its officers, directors, and greater than ten-percent
beneficial owners have complied with all applicable Section 16(a) filing
requirements.

Item 10. Executive Compensation

     Directors do not receive compensation for their duties as directors.

     On September 1, 1997, the Company entered into a Consulting Agreement with
Nasser Nassiri, its Chairman, pursuant to which Mr. Nassiri serves as Chairman
of the Company. The Agreement, which is for a three year term, provides for base
compensation of $150,000 per annum, reimbursement of certain expenses and for a
payment of two years' compensation thereunder in the event of a change in
control of the Company. The agreement has been renewed for another one year to
August 30, 2001 with the same condition as the Agreement. Through December 31,
2000, Mr. Nassiri had taken no cash compensation pursuant to his Consulting
Agreement.

     During 2000, the Company reimbursed all directors (collectively) the
aggregate sum of $27,000 for expenses incurred. In addition, there is no
prohibition on advances being made by the Company to its officers and directors
although no such advances have been made to date. Management is not currently
aware of any circumstances under which it would institute a policy of
prohibiting advances from being made to its officers and directors. The
stockholders of the Company will not have the opportunity to vote on or approve
such compensation. There is no maximum dollar amount of compensation that may be
paid to management.

     On November 15, 1999, the Company granted to each of Nasser Nassiri, its
Chairman and a director, and Ramine Almassi and Jean Darondel, each then a
director of the Company (although Mr. Almassi is no longer a director) options
to purchase up to 100,000 shares of the Company's common stock at an exercise
price of $ 0.20 per share. The consideration for the grant of such options was
nominal. The option was exercisable at any time during the five year period
following its grant. The option exercise price was in excess of the market price
of the shares of the Company's common stock on the date of grant.

     On December 30, 1999, the Company granted to each of Nasser Nassiri, its
Chairman and a director, and Yuhko Grossmann, Secretary/Treasurer and a
director of the Company options to purchase up to 250,000 shares of the
Company's common stock at an exercise price of $ 0.08 per share. The
consideration for the grant of such options was nominal. The option was
exercisable at any time during the five year period following its grant. The
option exercise price was in excess of the market price of the shares of the
Company's common stock on the date of grant.







<PAGE>


Item 11. Security Ownership of Certain Beneficial Owners and Management.

     The following table sets forth, as of December 31, 2000, information
relating to the beneficial ownership of the Company's Common Stock by those
persons beneficially holding more than 5% of the Company's Common Stock
(without giving effect to the 1-for-50 reverse split), by the
Company's directors and executive officers, and by all of the Company's
directors and executive officers as a group. Unless otherwise indicated, the
address for each person listed below is in care of the Company.

<TABLE>
<CAPTION>
Name and Address                  Amount and Nature of         Percent of Class
                                  Beneficial Ownership

<S>                                      <C>                       <C>
Jean Darondel                            100,000*                    0.5%

Yuhko Grossmann                          250,000**                   1.3%

Nasser Nassiri                           350,000***                  1.7%

All Officers/Directors as a              700,000                     3.6%
Group (2 persons)
</TABLE>


*  Includes 100,000 currently exercisable stock options.

** Includes 250,000 currently exercisable stock options.

** Includes 350,000 currently exercisable stock options.

Item 12. Certain Relationships And Related Transactions. -

     During 1999, the Company granted stock purchase options to each of Nasser
Nassiri, its current Chairman, and Ramine Almassi and Jean Darondel, former
directors of the Company, and Yuhko Grossmann, a director of the Company. See
Item 10 - "Executive Compensation".

     In December 1999 and January 2000, one subsidiary of the Company, Inoteb
SA, sold to another subsidiary of the Company, Bio Holdings International, Ltd.,
certain patents and other rights owned by Inoteb in exchange, in part, for a
license back to commercialize such technology. The Company treated this
transaction as an intercompany transfer the effect of which was eliminated in
consolidation.

     There are no arrangements, agreements or understandings between
non-management shareholders and the Company's management under which
non-management shareholders may directly or indirectly participate in or
influence the management of the Company's affairs. There are no arrangements,
agreements or understandings pursuant to which non-management shareholders have
agreed to exercise their voting rights to continue to elect the current
directors to the Company's Board of Directors.







<PAGE>


                                   BIOCORAL, INC. AND SUBSIDIARIES

                                              I N D E X

<TABLE>
<CAPTION>
                                                                           PAGE
                                                                           ----
<S>                                                                         <C>
REPORTS OF INDEPENDENT PUBLIC ACCOUNTANTS                                 F-2/3

CONSOLIDATED BALANCE SHEETS
     DECEMBER 31, 2000 AND 1999                                             F-4

CONSOLIDATED STATEMENTS OF OPERATIONS
     YEARS ENDED DECEMBER 31, 2000 AND 1999                                 F-5

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
     YEARS ENDED DECEMBER 31, 2000 AND 1999                                 F-6

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
     YEARS ENDED DECEMBER 31, 2000 AND 1999                                 F-7

CONSOLIDATED STATEMENTS OF CASH FLOWS
     YEARS ENDED DECEMBER 31, 2000 AND 1999                                 F-8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                               F-9/19
</TABLE>


                                      * * *

                                       F-1




<PAGE>


                              REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders
BioCoral, Inc.

We have audited the accompanying consolidated balance sheets of BIOCORAL, INC.
AND SUBSIDIARIES as of December 31, 2000 and 1999, and the related consolidated
statements of operations, comprehensive loss, changes in stockholders'
deficiency and cash flows for the years 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 audits. We did not
audit the financial statements of Inoteb SA, a 100%-owned subsidiary as of
December 31, 2000 and 1999, respectively, which statements reflect total assets
of approximately $412,000 and $455,000 as of December 31, 2000 and 1999,
respectively, and losses of approximately $325,000 and $480,000 for the years
ended December 31, 2000 and 1999, respectively. Those statements were audited by
other auditors whose report has been furnished to us, and our opinion, insofar
as it relates to the amounts included for Inoteb SA, is based solely on the
report of the other auditors.

We conducted our audits 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 audits provide a
reasonable basis for our opinion.

In our opinion, based on our audits and the report of the other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the financial position of BioCoral, Inc. and Subsidiaries as
of December 31, 2000 and 1999, and their results of operations and cash flows
for the years then ended, in conformity with accounting principles generally
accepted in the United States of America.

                                  J.H. COHN LLP

Roseland, New Jersey
March 20, 2001


                                       F-2




<PAGE>



                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders
Inoteb SA

We have audited the consolidated balance sheets of INOTEB SA (a French
corporation) AND SUBSIDIARY as of December 31, 2000 and 1999, and the related
consolidated statements of operations, stockholders' deficiency and cash flows
for the years then ended. These financial statements, which are not presented
separately herein, are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits 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 audits provide 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 Inoteb SA and
Subsidiary as of December 31, 2000 and 1999, and their results of operations and
cash flows for the years then ended, in conformity with accounting principles
generally accepted in the United States of America.

                                CONSULTAUDIT S.A.

Paris, France
March 12, 2001


                                       F-3




<PAGE>



                         BIOCORAL, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                     ASSETS                                          2000               1999
                                     ------                                          ----               ----
<S>                                                                              <C>                 <C>
Current assets:
    Cash                                                                         $  1,234,081        $   441,838
    Cash held in escrow                                                             1,000,000
    Investments in available-for-sale securities                                      494,709
    Accounts receivable, net of allowance for doubtful accounts
        of $1,000 in 2000                                                              52,700            112,900
    Inventories                                                                       138,200            191,900
    Common stock subscription receivable                                                                 500,000
    Other current assets                                                               24,400             14,500
                                                                                 ------------        -----------
           Total current assets                                                     2,944,090          1,261,138
Property and equipment, net of accumulated depreciation of
    $296,730 and $267,630                                                              50,900             67,442
Deferred financing costs, net of accumulated amortization of
    $40,000 in 2000                                                                   160,000
Goodwill, net of accumulated amortization of $132,538                                                     11,033
Other assets                                                                          158,506            159,267
                                                                                 ------------        -----------
           Totals                                                                $  3,313,496        $ 1,498,880
                                                                                 ============        ===========

<CAPTION>
               LIABILITIES AND STOCKHOLDERS' DEFICIENCY
               ----------------------------------------
<S>                                                                              <C>                 <C>
Current liabilities:
    Current portion of long-term debt                                            $  1,115,200       $    431,800
    Notes payable to related parties                                                                     347,015
    Accounts payable and accrued liabilities                                        1,009,917            835,169
                                                                                 ------------        -----------
           Total current liabilities                                                2,125,117          1,613,984
Long-term debt, net of current portion                                              3,241,100            986,100
                                                                                 ------------        -----------
           Total liabilities                                                        5,366,217          2,600,084
                                                                                 ------------        -----------
Commitments and contingencies

Stockholders' deficiency:
    Preferred stock, par value $.001 per share; 1,000,000
        shares authorized; none issued                                                    -                  -
    Common stock, par value $.001 per share; 20,000,000
        shares authorized; 19,235,260 shares issued and
        outstanding                                                                    19,235             19,235
    Additional paid-in capital                                                     13,589,355         13,589,355
    Accumulated deficit                                                           (15,619,077)       (14,709,794)
    Accumulated other comprehensive loss - net unrealized
        holding loss on available-for-sale securities                                 (42,234)
                                                                                 ------------        -----------
           Total stockholders' deficiency                                          (2,052,721)        (1,101,204)
                                                                                 ------------        -----------
           Totals                                                                $  3,313,496        $ 1,498,880
                                                                                 ============        ===========
</TABLE>


See Notes to Consolidated Financial Statements.


                                      F-4






<PAGE>



                         BIOCORAL, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999


<TABLE>
<CAPTION>
                                                                      2000               1999
                                                                      ----               ----
<S>                                                                  <C>                <C>
Net sales                                                        $   369,900        $   414,800
                                                                 -----------        -----------
Operating expenses:
    Cost of sales                                                    159,400            157,600
    Research and development                                         315,315            435,763
    Depreciation of property and equipment                            29,100             37,600
    Amortization of goodwill                                          11,033            132,538
    Consulting and professional fees                                 310,610            283,673
    Other operating expenses                                         239,995            407,934
                                                                 -----------        -----------
        Totals                                                     1,065,453          1,455,108
                                                                 -----------        -----------
Operating loss                                                      (695,553)        (1,040,308)
                                                                 -----------        -----------
Other income (expense):
    Interest                                                        (230,510)          (194,520)
    Realized gain on available-for-sale securities                     4,242
    Other                                                             12,538             18,407
                                                                 -----------        -----------
        Totals                                                      (213,730)          (176,113)
                                                                 -----------        -----------
Net loss                                                         $  (909,283)       $(1,216,421)
                                                                 ===========        ===========
Basic net loss per common share                                  $      (.05)       $      (.15)
                                                                 ===========        ===========
Basic weighted average common shares outstanding                  19,235,260          7,993,464
                                                                 ===========        ===========
</TABLE>


See Notes to Consolidated Financial Statements.

                                      F-5






<PAGE>



                         BIOCORAL, INC. AND SUBSIDIARIES

                  CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                        2000          1999
                                                                        ----          ----
<S>                                                                  <C>          <C>
Net loss                                                             $(909,283)   $(1,216,421)

Other comprehensive loss - unrealized holding loss on
    available-for-sale securities                                      (42,234)
                                                                     ---------    -----------
Comprehensive loss                                                   $(951,517)   $(1,216,421)
                                                                     =========    ===========
</TABLE>


See Notes to Consolidated Financial Statements.


                                      F-6








<PAGE>

                         BIOCORAL, INC. AND SUBSIDIARIES

         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                     YEARS ENDED DECEMBER 31, 2000 AND 1999


<TABLE>
<CAPTION>
                                              Common Stock
                                           ----------------------
                                                                                            Accumulated
                                           Number                 Additional                    Other         Total
                                            of                     Paid-In     Accumulated   Comprehensive  Stockholders'
                                           Shares      Amount      Capital       Deficit         Loss        Deficiency
                                           ------      ------     ----------   -----------  --------------  ------------
<S>                                      <C>           <C>       <C>           <C>            <C>         <C>
Balance, January 1, 1999                  7,924,149    $ 7,924   $12,400,666   $(13,493,373)               $(1,084,783)

Conversion of long-term debt into
    common stock                            200,000        200       699,800                                   700,000

Subscriptions for purchase of common
    stock                                11,111,111     11,111       488,889                                   500,000

Net loss                                                                         (1,216,421)                (1,216,421)
                                         ----------    -------   -----------   ------------                -----------
Balance, December 31, 1999               19,235,260     19,235    13,589,355    (14,709,794)                (1,101,204)

Unrealized holding loss on available-
    for-sale securities                                                                        $(42,234)       (42,234)

Net loss                                                                           (909,283)                  (909,283)
                                         ----------    -------   -----------   ------------    --------    -----------
Balance, December 31, 2000               19,235,260    $19,235   $13,589,355   $(15,619,077)   $(42,234)    (2,052,721)
                                         ==========    =======   ===========   ============    ========    ===========
</TABLE>




See Notes to Consolidated Financial Statements.


                                              F-7






<PAGE>


                         BIOCORAL, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                                   2000             1999
                                                                                   ----             ----
<S>                                                                             <C>             <C>
Operating activities:
    Net loss                                                                   $ (909,283)       $(1,216,421)
    Adjustments to reconcile net loss to net cash used in
        operating activities:
        Depreciation of property and equipment                                     29,100             37,600
        Amortization of goodwill                                                   11,033            132,538
        Amortization of deferred financing costs                                   40,000
        Realized gain on sale of available-for-sale securities                     (4,242)
        Changes in operating assets and liabilities:
           Accounts receivable                                                     60,200            (16,400)
           Inventories                                                             53,700              5,600
           Other current assets                                                    (9,900)            87,400
           Other assets                                                               761              8,023
           Accounts payable and accrued liabilities                               174,748            167,752
                                                                               ----------        -----------
                  Net cash used in operating activities                          (553,883)          (793,908)
                                                                               ----------        -----------
Investing activities:
    Capital expenditures                                                          (12,558)           (57,205)
    Purchases of available-for-sale securities                                   (636,653)
    Proceeds from sales of available-for-sale securities                          103,952
    Net proceeds from disposal of real estate operations
        discontinued in 1997                                                                         230,639
                                                                               ----------        -----------
                  Net cash provided by (used in) investing activities            (545,259)           173,434
                                                                               ----------        -----------
Financing activities:
    Principal payments on notes payable to related parties                       (347,015)           (81,796)
    Proceeds from long-term obligations                                         2,000,000
    Principal payments on long-term obligations                                   (61,600)          (200,500)
    Deferred financing costs                                                     (200,000)
    Proceeds from subscriptions for sale of common stock                          500,000
                                                                               ----------        -----------
                  Net cash provided by (used in) financing activities           1,891,385           (282,296)
                                                                               ----------        -----------
Net increase (decrease) in cash                                                   792,243           (902,770)
Cash, beginning of year                                                           441,838          1,344,608
                                                                               ----------        -----------
Cash, end of year                                                              $1,234,081        $   441,838
                                                                               ==========        ===========
Supplemental disclosure of cash flow data:
    Interest paid                                                              $   18,094        $    88,397
                                                                               ==========        ===========
</TABLE>



See Notes to Consolidated Financial Statements.


                                      F-8






<PAGE>


                         BIOCORAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Business and summary of accounting policies:
              Business:
                 BioCoral, Inc. ("BioCoral") was incorporated under the laws of
                 the State of Delaware on May 4, 1992 and organized originally
                 as a "blind pool" or "blank check" company for the purpose of
                 either merging with or acquiring an operating company. BioCoral
                 was a "development stage company" for accounting purposes until
                 March 25, 1994 when it acquired commercial real estate
                 properties from a commonly-controlled related party. The
                 Company discontinued its real estate operations in 1997 and
                 received the final portion of the sales proceeds from those
                 operations in 1999.

                 During 1995, BioCoral entered into biomaterials operations when
                 it acquired an option to purchase a controlling interest in
                 Inoteb SA ("Inoteb"), a French corporation, that specializes in
                 research and development and manufactures patented high
                 technology biomaterials. During July 1996, BioCoral purchased
                 the controlling interest in Inoteb and increased its interest
                 through additional purchases of common stock to 67% in 1997 and
                 100% in 1998 (see Note 2).

                 BioCoral, Inoteb and BioCoral's other subsidiaries are referred
                 to collectively herein as the "Company."

                 As of December 31, 2000, substantially all of the Company's
                 continuing operations were biomaterials operations conducted
                 through Inoteb. Such operations consist primarily of
                 researching and developing, manufacturing and marketing
                 patented high technology biomaterials, bone substitute
                 materials made from coral and other orthopedic, oral and
                 maxillo-facial products, including products marketed under the
                 trade name of BioCoral. The Company has obtained regulatory
                 approvals to market its products throughout Europe and in
                 Canada and certain other countries. The Company owns various
                 patents for its products which have been validated and issued
                 in the United States, Canada, Japan, Australia and various
                 countries throughout Europe. However, the Company has not
                 applied for the regulatory approvals needed to market its
                 products in the United States. Obtaining such approvals in the
                 United States could take a period of time and involve
                 substantial expenditures.

                 During 1994, BioCoral filed a registration statement under the
                 Securities Exchange Act of 1934 and, as a result, it became
                 subject to requirements to file periodic reports with the
                 United States Securities and Exchange Commission.

              Principles of consolidation:
                 The consolidated financial statements include the accounts of
                 BioCoral and its wholly-owned subsidiaries. All significant
                 intercompany accounts and transactions have been eliminated in
                 consolidation.

              Use of estimates:
                 The preparation of financial statements in conformity with
                 accounting principles generally accepted in the United States
                 of America ("USGAAP") requires management to make estimates and
                 assumptions that affect certain reported amounts and
                 disclosures. Accordingly, actual results could differ from
                 those estimates.


                                      F-9






<PAGE>


                         BIOCORAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Business and summary of accounting policies (continued):
              Cash:
                 The Company maintains cash deposits in domestic and foreign
                 banks. At December 31, 2000, the Company had cash balances that
                 exceeded insurance limits by approximately $1,170,000. The
                 Company reduces its exposure to credit risk by maintaining such
                 deposits in major financial institutions and monitoring their
                 credit ratings.

              Investments in securities:
                 The Company's investments in marketable equity securities have
                 been classified as "available-for-sale." Accordingly, they are
                 carried at fair value, with unrealized gains and losses, net of
                 related tax effects, reported as a separate component of
                 stockholders' equity (deficiency) and accumulated other
                 comprehensive income (loss).

              Inventories:
                 Inventories are stated at the lower of cost, determined on the
                 first-in, first-out ("FIFO") method, or market.

              Property and equipment:
                 Property and equipment are recorded at cost. Depreciation is
                 computed using the straight-line method over the estimated
                 useful lives of the assets (15 years for properties and three
                 to ten years for equipment).

              Deferred financing costs:
                 Debt issuance costs are deferred and amortized to interest
                 expense over the term of the related loan on a straight-line
                 basis.

              Goodwill:
                 Goodwill representing the excess of the costs of increasing the
                 Company's interest in Inoteb to 100% from 67% in 1998 over the
                 Company's proportionate interest in the fair value of the
                 underlying net assets at the date of acquisition is amortized
                 using the straight-line method over an estimated useful life of
                 thirteen months.

              Impairment of long-lived assets:
                 The Company has adopted the provisions of Statement of
                 Financial Accounting Standards No. 121, "Accounting for the
                 Impairment of Long-Lived Assets and for Long-Lived Assets to be
                 Disposed of" ("SFAS 121"). Under SFAS 121, impairment losses on
                 long-lived assets, such as property and equipment, licenses and
                 goodwill, are recognized when events or changes in
                 circumstances indicate that the undiscounted cash flows
                 estimated to be generated by such assets are less than their
                 carrying value and, accordingly, all or a portion of such
                 carrying value may not be recoverable. Impairment losses are
                 then measured by comparing the fair value of assets to their
                 carrying amounts.

              Advertising:
                 The Company expenses the cost of advertising and promotions as
                 incurred. Advertising costs charged to operations were not
                 material in 2000 and 1999.


                                      F-10






<PAGE>


                         BIOCORAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Business and summary of accounting policies (continued):
              Research and development:
                 Costs and expenses related to research and product development
                 are expensed as incurred.

              Income taxes:
                 The Company accounts for income taxes pursuant to the asset and
                 liability method which requires deferred tax assets and
                 liabilities to be computed annually for temporary differences
                 between the financial statement and tax bases of assets and
                 liabilities that will result in taxable or deductible amounts
                 in the future based on enacted tax laws and rates applicable to
                 the periods in which the temporary differences are expected to
                 affect taxable income. Valuation allowances are established
                 when necessary to reduce deferred tax assets to the amount
                 expected to be realized. The income tax provision or credit is
                 the tax payable or refundable for the period plus or minus the
                 change during the period in deferred tax assets and
                 liabilities.

              Earnings (loss) per common share:
                 The Company presents "basic" earnings (loss) per common share
                 and, if applicable, "diluted" earnings per common share
                 pursuant to the provisions of Statement of Financial Accounting
                 Standards No. 128, "Earnings per Share" ("SFAS 128") and
                 certain other financial accounting pronouncements. Basic
                 earnings (loss) per common share is calculated by dividing net
                 income or loss by the weighted average number of common shares
                 outstanding during the period. The calculation of diluted
                 earnings per common share is similar to that of basic earnings
                 per common share, except that the denominator is increased to
                 include the number of additional common shares that would have
                 been outstanding if all potentially dilutive common shares,
                 such as those issuable upon the exercise of stock options, were
                 issued during the period.

                 Since the Company had losses in 2000 and 1999, the assumed
                 effects of the exercise of stock options were anti-dilutive
                 and, accordingly, diluted per share amounts have not been
                 presented in the accompanying consolidated statements of
                 operations.

              Foreign currency translation and transactions:
                 Assets and liabilities of Inoteb are translated at current
                 exchange rates and related revenues and expenses are translated
                 at average exchange rates in effect during each year. Resulting
                 translation adjustments, which are recorded as a separate
                 component of stockholders' deficiency, and foreign currency
                 transaction gains and losses, which are included in net income
                 or loss in each year, were not material as of December 31, 2000
                 and 1999 and for the years then ended.

              Recent pronouncements:
                 The Financial Accounting Standards Board and the Accounting
                 Standards Executive Committee of the American Institute of
                 Certified Public Accountants had issued certain accounting
                 pronouncements as of December 31, 2000 that will become
                 effective in subsequent periods; however, management of the
                 Company does not believe that any of those pronouncements would
                 have significantly affected the Company's financial accounting
                 measurements or disclosures had they been in effect during 2000
                 and 1999 or that they will have a significant affect at the
                 time they become effective.


                                      F-11






<PAGE>



                         BIOCORAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Business and summary of accounting policies (concluded):
              Reclassifications:
                 Certain accounts in the accompanying 1999 consolidated
                 financial statements have been reclassified to conform to the
                 2000 presentations.

Note 2 - Acquisition of Inoteb:
                 From July 1996 through December 31, 1997, the Company
                 effectively acquired 67% of Inoteb's common stock. The
                 acquisition was accounted for as a purchase. Based on recurring
                 losses and uncertainties related to its ability to generate
                 profits in future periods from the Inoteb technology, the
                 Company deemed the goodwill associated with the acquisition of
                 the 67% interest in Inoteb to be impaired and the remaining
                 carrying value was written off in 1997.

                 During December 1998, concurrent with a corporate
                 reorganization of Inoteb, the Company increased its ownership
                 interest in Inoteb's outstanding capital stock to 100% for
                 consideration of $890,000, or $143,571 after elimination of an
                 intercompany transfer of approximately $746,429. The cost of
                 the additional interest in Inoteb, which was purchased,
                 effectively, from employees and other related and unrelated
                 parties, exceeded the Company's proportionate interest in the
                 underlying net assets by $143,571. Such excess was allocated to
                 goodwill. Based on the uncertainties related to its ability to
                 generate profits in the future from the Inoteb technology, the
                 goodwill associated with the purchase of the additional
                 interest was written off over thirteen months (the shortest
                 period allowable under USGAAP). Amortization expense totaled
                 $132,538 in 1999.

Note 3 - Investments in available-for-sale securities:
                 At December 31, 2000, the Company's investments in marketable
                 securities were classified as available-for-sale and consisted
                 of equity securities with an aggregate fair value of $494,709
                 and a cost totaling $536,943. The unrealized holding loss of
                 $42,234 at December 31, 2000 (there were no unrealized holding
                 gains) is reflected as a separate component of stockholders'
                 deficiency. Realized gains totaled $4,242 in 2000.

Note 4 - Income taxes:
                 As of December 31, 2000, the Company had net operating loss
                 carryforwards of approximately $9,300,000 available to reduce
                 future Federal taxable income which, if not used, will expire
                 at various dates through 2020. The Company had no other
                 material temporary differences as of that date. Due to the
                 uncertainties related to, among other things, the changes in
                 the ownership of the Company, which could subject those loss
                 carryforwards to substantial annual limitations, and the extent
                 and timing of its future taxable income, the Company offset the
                 deferred tax assets attributable to the potential benefits of
                 approximately $3,162,000 from the utilization of those net
                 operating loss carryforwards by an equivalent valuation
                 allowance as of December 31, 2000.


                                      F-12






<PAGE>

                         BIOCORAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4 - Income taxes (concluded):
                 The Company had also offset the potential benefits of
                 $2,853,000 and $2,482,000 from net operating loss carryforwards
                 by equivalent valuation allowances as of December 31, 1999 and
                 1998, respectively. As a result of the increases in the
                 valuation allowance of $309,000 and $371,000 during the years
                 ended December 31, 2000 and 1999, respectively, there are no
                 credits for income taxes reflected in the accompanying
                 consolidated statements of operations to offset pre-tax losses.

Note 5 - Property and equipment:
                 Property and equipment used in the Company's medical products
                 operations consisted of the following:

<TABLE>
<CAPTION>
                                                                        2000             1999
                                                                        ----             ----
                 <S>                                                <C>              <C>
                 Land                                                $  10,000        $  10,000
                 Buildings and improvements                            227,830          219,600
                 Equipment and furnishings                             109,800          105,472
                                                                     ---------        ---------
                                                                       347,630          335,072
                 Less accumulated depreciation                         296,730          267,630
                                                                     ---------        ---------
                    Totals                                           $  50,900        $  67,442
                                                                     =========        =========
</TABLE>

Note 6 - Short-term notes payable to related parties:
                 At December 31, 1999, the Company had outstanding notes payable
                 to related parties with an aggregate principal balance of
                 $347,015 that were due on demand and bore interest at 10%. The
                 notes were secured by 5,221 shares of common stock of Inoteb
                 SA, the Company's wholly-owned French subsidiary (see Note 9).
                 The noteholders had the option to convert the notes at any time
                 into a total of approximately 405,000 shares of common stock of
                 the Company (which was equivalent to a conversion rate of
                 $.8576 per share). During 2000, the outstanding principal
                 balance of all the notes was paid in full and the Company had
                 no further obligations in connection with these notes payable
                 as of December 31, 2000. Interest on such borrowings totaled
                 approximately $6,500 and $41,000 in 2000 and 1999,
                 respectively.


                                      F-13







<PAGE>


                         BIOCORAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7 - Long-term debt:

              Long-term debt at December 31, 2000 and 1999 consisted of the
              following:


<TABLE>
<CAPTION>
                                                                                                 2000                1999
                                                                                                 ----                ----
                 <S>                                                                        <C>                 <C>
                 Term loans payable monthly in varying installments,
                   including interest at rates ranging from 8.06% to
                   9.5%, through December 2001 (A)                                           $   291,200        $   310,500
                 8% callable convertible promissory notes payable (B) (D)                        800,000            800,000
                 6% convertible promissory notes payable (C) (D)                               3,000,000
                 Noninterest bearing advances initially scheduled to be
                   paid in monthly installments through 2002 (E)                                 265,100            307,400
                                                                                             -----------        -----------
                                                                                               4,356,300          1,417,900
                 Less current portion                                                          1,115,200            431,800
                                                                                             -----------        -----------
                 Long-term debt                                                              $ 3,241,100        $   986,100
                                                                                             ===========        ===========
</TABLE>

             (A) The loans were secured by equipment with a net carrying
                 value of approximately $51,000 at December 31, 2000.

             (B) The 8% callable convertible promissory notes payable (the
                 "8% Notes") are due on December 31, 2001 and are convertible at
                 any time at the holder's option at the rate of $3.50 per share.
                 Interest on the 8% Notes is payable annually, at the Company's
                 option, either in cash or shares of the Company's common stock.
                 The Company sold the 8% Notes to "accredited investors" during
                 1998 through a private placement intended to be exempt from
                 registration pursuant to the provisions of Regulation D of the
                 Securities Act of 1933 (the "Act"). During 1999, noteholders
                 converted 8% Notes in the principal amount of $700,000 into
                 200,000 shares of common stock at $3.50 per share. The
                 conversions were noncash transactions that are not reflected in
                 the accompanying 1999 consolidated statement of cash flows.

             (C) The 6% convertible promissory notes payable (the "6%
                 Notes") are due on December 31, 2002 and are convertible at any
                 time at the holder's option, subject to Company approval, at
                 the rate of $.045 per share. Interest on the 6% Notes is
                 payable annually, at the Company's option, either in cash or
                 shares of the Company's common stock. The Company sold 6% Notes
                 in the aggregate principal amount of $3,000,000 to "accredited
                 investors" during 2000 through a private placement intended to
                 be exempt from registration pursuant to the provisions of
                 Regulation D of the Act. Proceeds of $1,000,000 from the sales
                 of 6% Notes were temporarily restricted as of December 31, 2000
                 pending the Company's issuance of all required regulatory
                 documents. Accordingly, the proceeds are classified as cash
                 held in escrow in the accompanying consolidated balance sheet
                 as of that date. The issuances of 6% Notes subject to temporary
                 restrictions were noncash transactions that are not reflected
                 in the accompanying 2000 consolidated statement of cash flows.


                                      F-14






<PAGE>


                         BIOCORAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7 - Long-term debt (concluded):
                 The Company sold 6% Notes in the principal amount of $1,500,000
                 in January and June 2000. The Company's common stock had a fair
                 value of $.0625 per share and $.25 per share on those
                 respective dates, which exceeded the conversion price of $.045
                 per share for each 6% Note. Pursuant to USGAAP, the excess on
                 each date constituted a beneficial conversion feature or right
                 for which the value is measured by the difference between the
                 aggregate conversion price and the fair value of the common
                 stock into which the securities are convertible, multiplied by
                 the number of shares into which the securities are convertible.
                 Accordingly, the beneficial conversion rights attributable to
                 the issuances of the 6% Notes had an aggregate fair value of
                 approximately $7,417,000, which equaled the excess of the
                 aggregate amount the purchasers would have paid if they could
                 have and would have converted all of the 6% Notes, paid the
                 exercise price of $.045 per share and sold the 66,666,667
                 shares of common stock received upon conversion at their fair
                 value on the respective dates of purchase. Pursuant to USGAAP,
                 the lesser of the fair value of the beneficial conversion
                 rights ($7,417,000) or the principal amount of the 6% Notes
                 ($3,000,000) is chargeable to interest expense over the period
                 from the respective dates of issuance through the date on which
                 the 6% Notes first become convertible. However, the conversion
                 of the 6% Notes is contingent upon the Company's consent to
                 such conversion and, therefore, the date on which the 6% Notes
                 first become convertible cannot be determined until such
                 consent is requested and granted. Accordingly, the Company will
                 charge to interest expense a proportionate amount of the
                 maximum of $3,000,000 attributable to the beneficial conversion
                 rights at such time as consent is requested and granted.

             (D) A total of 228,571 and 66,666,667 shares of common stock
                 were issuable as of December 31, 2000 upon conversion of the
                 outstanding 8% Notes and 6% Notes, respectively (see Note 11).

             (E) The advances were made to Inoteb by ANVAR, an agency of the
                 French government that finances or subsidizes certain
                 "credible" research and development projects. If the research
                 does not result in a commercially feasible product and certain
                 other conditions are met, Inoteb will not have to pay some or
                 all of the advances. The Company did not receive any material
                 subsidies in 2000 and 1999.

             Principal payment requirements on long-term obligations in each of
             the years subsequent to December 31, 2000 are $1,115,200 in 2001,
             $3,028,400 in 2002, $42,600 in 2003, $70,900 in 2004 and $99,200 in
             2005.

             Management of the Company believes that the term loans, the 8%
             Notes, the 6% Notes and the noninterest bearing advances had
             carrying values that approximated their fair values as of December
             31, 2000 because the interest rates and other relevant terms of
             such financial instruments were the equivalent of those that the
             Company could have obtained for new loans as of that date.


                                      F-15







<PAGE>


                         BIOCORAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 8 - Preferred and common stock:
                 As of December 31, 2000, the Company was authorized to issue up
                 to 1,000,000 shares of preferred stock with a par value of
                 $.001 per share. The preferred stock may be issued in one or
                 more series with dividend rates, conversion rights, voting
                 rights and other terms and preferences to be determined by the
                 Company's Board of Directors. No shares of preferred stock had
                 been issued by the Company as of December 31, 2000.

                 On December 30, 1999, an accredited investor entered into a
                 subscription agreement for the purchase of 11,111,111 shares of
                 the Company's common stock with a total purchase price of
                 $500,000, or $.045 per share which approximated the market
                 value at that date. The Company received the proceeds prior to
                 the issuance of its 1999 consolidated financial statements and,
                 accordingly, it has reflected a receivable for the amount of
                 the subscription and an equivalent amount of additional paid-in
                 capital in the accompanying consolidated balance sheet as of
                 December 31, 1999.

Note 9 - Stock option plan:
                 On May 4, 1992, the Company adopted a stock option plan (the
                 "Plan") pursuant to which it was originally authorized to grant
                 options to purchase up to 2,000,000 shares of common stock (see
                 Note 10). The exercise price, the manner of exercise and the
                 other terms of each option are to be determined by the
                 Company's Board of Directors.

                 During 1999, the Company granted options to employees to
                 purchase 800,000 shares of common stock at a weighted average
                 exercise price of $.125 per share. No options were granted,
                 cancelled or exercised during 2000 and, accordingly, options to
                 purchase 800,000 shares of common stock remained outstanding
                 and options for the purchase of 1,200,000 shares were available
                 for grant at December 31, 2000 (see Note 11).

                 The Company has elected to make pro forma disclosures, as
                 required by Statement of Financial Accounting Standards No.
                 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), of
                 net income or loss as if a fair value based method of
                 accounting for stock options had been applied if such pro forma
                 amounts differ materially from the historical amounts.
                 Therefore, the Company will account for stock options granted
                 to employees in accordance with the provisions of Accounting
                 Principles Board Opinion No. 25, "Accounting for Stock Issued
                 to Employees," and recognize compensation costs as a result of
                 stock options granted to employees based on the excess, if any,
                 of the fair value of the underlying stock at the date of grant
                 (or at an appropriate subsequent measurement date) over the
                 amount the employee must pay to acquire the stock.

                 In the opinion of management, if compensation cost for the
                 stock options granted to employees had been determined based on
                 the fair value of the options at the grant date under the
                 provisions of SFAS 123 using the Black-Scholes option-pricing
                 model, the Company's pro forma net loss and pro forma basic net
                 loss per share arising from such computations would not have
                 differed materially from the corresponding historical amounts
                 presented in the accompanying consolidated statements of
                 operations.


                                      F-16






<PAGE>


                         BIOCORAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 10- Segment and geographic information:

                 The Company operates principally in one industry segment which
                 includes the research and development, manufacture and sale of
                 biomedical materials used in medical products. The Company
                 conducts operations outside of the United States, principally
                 in France. Information about the Company's operations and
                 assets in different geographic locations for 2000 and 1999 is
                 shown below pursuant to the provisions of Statement of
                 Financial Accounting Standards No. 131, "Disclosures about
                 Segments of an Enterprise and Related Information":

<TABLE>
<CAPTION>
                                                      United
                                                      States           France        Others          Consolidated
                                                      ------           ------        ------          ------------
      2000
      ----
<S>                                              <C>                <C>               <C>            <C>
      Net sales                                                    $   369,900                       $    369,900
                                                                   -----------                       ------------
      Operating expenses:
         Depreciation of property
            and equipment                                               29,100                             29,100
         Amortization of goodwill                $     11,033                                              11,033
         Other operating expenses                     348,876          675,200     $    1,244           1,025,320
                                                 ------------      -----------     ----------        ------------
                Totals                                359,909          704,300          1,244           1,065,453
                                                 ------------      -----------     ----------        ------------
      Operating loss                             $   (359,909)     $  (334,400)    $   (1,244)       $   (695,553)
                                                 ============      ===========     ==========        ============
      Total assets                               $  2,790,188      $   411,600     $  111,708        $  3,313,496
                                                 ============      ===========     ==========        ============
<CAPTION>
      1999
      ----
<S>                                              <C>                <C>               <C>            <C>
      Net sales                                                    $   414,800                       $    414,800
                                                                   -----------                       ------------
      Operating expenses:
         Depreciation of property
            and equipment                                               37,600                             37,600
         Amortization of goodwill                $    132,538                                             132,538
         Other operating expenses                     449,524          828,845     $    6,601           1,284,970
                                                 ------------      -----------     ----------        ------------
                Totals                                582,062          866,445          6,601           1,455,108
                                                 ------------      -----------     ----------        ------------
      Operating loss                             $   (582,062)     $  (451,645)    $   (6,601)       $ (1,040,308)
                                                 ============      ===========     ==========        ============
      Total assets                               $  1,044,039      $   454,841     $    -            $  1,498,880
                                                 ============      ===========     ==========        ============
</TABLE>


                                      F-17






<PAGE>


                         BIOCORAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 11- Subsequent events:
                 On December 12, 2000, the Company's Board of Directors approved
                 the following actions, subject to the consent of a majority of
                 the Company's stockholders and completion of appropriate
                 regulatory filings: an increase in the number of common shares
                 authorized for issuance by the Company from 20,000,000 shares
                 to 100,000,000 shares; a 1-for-50 reverse split of the
                 Company's outstanding shares of common stock; and an increase
                 in the number of shares of the Company's common stock that may
                 be subject to stock options from 2,000,000 shares to 20,000,000
                 shares. As of December 31, 2000, the number of shares
                 outstanding and the number of shares issuable upon the
                 conversion or exercise of outstanding 8% Notes, 6% Notes and
                 stock options (see Notes 7 and 9) exceeded the number of shares
                 authorized for issuance by the Company. Management expects that
                 the Company will complete all of the required regulatory
                 filings and obtain all of the required regulatory approvals in
                 April 2001. The accompanying consolidated financial statements
                 do not give affect to any of these pending changes.

                 The following table shows the components of stockholders'
                 deficiency as set forth in the accompanying historical
                 consolidated balance sheet as of December 31, 2000 and the
                 components on a pro forma basis as if assuming the change in
                 the number of authorized shares and as if the 1-for-50 reverse
                 split had occurred as of that date:

<TABLE>
<CAPTION>
                                                                                Historical        Pro Forma
                                                                                ----------        ---------
<S>                                                                         <C>                <C>
Stockholders' deficiency:
   Preferred stock, par value $.001 per share;
      1,000,000 shares authorized; none issued                              $       -         $         -
   Common stock, par value $.001 per share;
      20,000,000 shares authorized, 100,000,000
      shares to be authorized; 19,235,260
      shares issued and outstanding; 384,705 shares to be
      issued and outstanding                                                      19,235                384
   Additional paid-in capital                                                 13,589,355         13,608,206
   Accumulated deficit                                                       (15,619,077)       (15,619,077)
   Accumulated other comprehensive loss - net
      unrealized holding loss                                                    (42,234)           (42,234)
                                                                            ------------       ------------
          Total stockholders' deficiency                                    $ (2,052,721)      $ (2,052,721)
                                                                            ============       ============
</TABLE>


                                      F-18








<PAGE>


                         BIOCORAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 11- Subsequent events (concluded):
                 The following table shows basic net loss per common share and
                 basic weighted average common shares outstanding on a
                 historical basis, as set forth in the accompanying consolidated
                 statements of operations for the years ended December 31, 2000
                 and 1999, and on a pro forma basis as if the 1-for-50
                 reverse split had occurred as of December 31, 2000:


<TABLE>
<CAPTION>
                                                                                2000               1999
Historical:                                                                     ----               ----
<S>                                                                         <C>                <C>
   Net loss                                                                 $  (909,283)       $(1,216,421)
                                                                            ===========        ===========
   Basic net loss per common share                                          $      (.05)       $      (.15)
                                                                            ===========        ===========
   Basic weighted average common shares outstanding                          19,235,260          7,993,464
                                                                            ===========        ===========
Pro forma:
   Net loss                                                                 $  (909,283)       $(1,216,421)
                                                                            ===========        ===========
   Basic net loss per common share                                          $     (2.36)       $     (7.67)
                                                                            ===========        ===========
   Basic weighted average common shares outstanding                             384,705            158,669
                                                                            ===========        ===========
</TABLE>




                                      F-19








<PAGE>


                                     PART IV


Item 13. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(A) Financial Statement

     The financial statements required by this Annual Report on Form 10-K are
contained herein under Items 7 above.

(B) Reports on Form 8-K

     No reports were filed with the United States Securities and Exchange
Commission during the fourth quarter of the fiscal year ended May 31, 2000.

(C) Exhibits

     The following table sets forth the exhibits required by Item 601 of
Regulation S-K with respect to this Annual Report on Form 10-K, and, if
incorporated by reference, an indication of where such exhibit may be found.


<TABLE>
<CAPTION>
Exhibit Number             Description of Document
-------------------        -----------------------
        <S>                <C>
        3.1                Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to
                           Company's Form 10-SB Registration Statement filed with the Commission on
                           February 25, 1994, as amended ("Registration Statement")

        3.2                By-laws (incorporated by reference to Exhibit 3.2 to the Registration
                           Statement)

        3.3                Amendment to Certificate of Incorporation (incorporated by reference to
                           Amendment No. 1 to the Registration Statement filed with the Commission
                           on April 18, 1994 ("Amendment No. 1")

        3.4                Amendment to Certificate of Incorporation, (incorporated by reference to
                           Exhibit 10.21 to the Company's Annual Report on Form 10-KSB filed
                           December 27, 1996 ("1996 10-KSB")

        4.1                Form of the Company's 3 Year 6 Percent Convertible Promissory Note Due
                           December 31, 2002 (filed herewith)

        4.2                Form of the Company's 3 year 8 percent convertible redeemable debenture
                           due December 31, 2001.

        10.1               1992 Stock Option Plan (incorporated by reference to Exhibit 10.1 to the
                           Registration tatement)

        10.2               Stock Option Agreement with Jehu Hand (incorporated by reference to
                           Exhibit 10.2 to the Registration Statement)

        10.3               Stock Option Agreement with Eric Anderson (incorporated by reference to
                           Exhibit 10.3 to the Registration Statement)
</TABLE>






<PAGE>


<TABLE>
        <S>                <C>
        10.4               Stock Purchase Agreement, dated March 21, 1994, by and among Registrant,
                           Cabestan, Inc., Jehu Hand and Eric Anderson (incorporated by reference to
                           Exhibit 10.4 to Amendment No. 1)

        10.5               Assignment and Assumption of Transfer Agreement, dated March 25, 1994
                           (incorporated by reference to Exhibit 10.5 to Amendment No. 1)

        10.6               Transfer Agreement, dated December 1993 (incorporated by reference to
                           Exhibit 10.6 to Amendment No. 1)

        10.7               Assignment and Assumption of Limited Partnership Interest, dated March
                           25, 1994 (incorporated by reference to Exhibit 10.7 to Amendment No. 1)

        10.8               Agreement of Sale and Purchase, dated March 25, 1994 (incorporated by
                           reference to Exhibit 10.8 to Amendment No. 1)

        10.9               Extension Agreement, dated March 1994, by and among Bensenville
                           Associates Limited, L.P. and Cabestan, Inc. (incorporated by reference to
                           Exhibit 10.9 to Amendment No. 1)

        10.10              Agreement, dated December 30, 1993 between Bensenville Industrial Park,
                           L.P. and Bensenville Associates Limited, L.P. (incorporated by reference
                           to Exhibit 10.10 to Amendment No. 1)

        10.11              Credit Agreement between Societe Financiere Privee SA and the Company,
                           dated March 22, 1994 (incorporated by reference to Exhibit 10.11 to
                           Amendment No. 1) 10.12 Letter of Intent, dated May 31, 1994 between the
                           Company and Borgonuovo SIM, S.p.A. (incorporated by reference to Exhibit
                           10.12 to Amendment No. 2 to the Company's Registration Statement filed
                           with the Commission on July 15, 1994 ("Amendment No. 2")

        10.13              Mortgage Loan Commitment between the Principal Financial Group and
                           Cabestan, Inc., dated June 20, 1994, (incorporated by reference to
                           Exhibit 10.13 to Amendment No. 3)

        10.14              Stock Purchase Agreement, dated September 12, 1994, by and between
                           IMMO-Finance Corporation, Kialu S.r.L. and Alessandro Bassetti,
                           (incorporated by reference to Exhibit 10.14 to Amendment No. 3 to the
                           Company's Registration statement, as filed with the Commission on
                           September 2, 1994 ("Amendment No 3"))

        10.15              Shareholders' Agreement, dated September 12, 1994, by and among Kialu
                           S.r.L., IMMO-Finance Corporation and Alessandro Bassetti (incorporated by
                           reference to Exhibit 10.15 to Amendment No. 3)

        10.16              Property Management and Leasing Agreement, dated as of October 6, 1994
                           between Trammell Crow M.W., Inc. and Cabestan, Inc. (incorporated by
                           reference to Exhibit 10.16 to Company's 10-KSB Annual Report filed April
                           18, 1995)

        10.17              Acquisition Agreement between IMMO-Finance Corporation and Halford
                           Finance S.A. and Cornington International, Inc., dated August 2, 1995
                           (incorporated by reference to Exhibit 10.17 to Company's 1996-10-KSB)

        10.18              Distribution Agreement between Inoteb and 3H Human Health Company, Ltd.,
                           dated May 13, 1995 (English and French versions) (incorporated by
                           reference to Exhibit 10.18 to Company's 1996-10-KSB)
</TABLE>








<PAGE>




<TABLE>
        <S>                <C>
        10.19              Contract de Fournitures between Inoteb and 3H Human Health Hightech PLC,
                           dated October 11, 1995 (incorporated by reference to Exhibit 10.19 to
                           Company's 1996-10-KSB)

        10.20              Convention between IMMO-Finance Corporation and various French
                           shareholders and note holders, dated October 6 and 18, 1995 (incorporated
                           by reference to Exhibit 10.20 to Company's 1996-10-KSB)

        10.21              INTENTIONALLY OMITTED

        10.22              Supply Agreement between Inoteb, S.A., 3H Human Health Hightech PLC and
                           Intermedics Orthopedics/Denver, Inc., dated May 23,1996 (incorporated by
                           reference to Exhibit 10.22 to Company's 1996-10-KSB)

        10.23              Stock Option Agreement between Biocoral and Riccardo Mortara, dated June
                           10, 1996 (incorporated by reference to Exhibit 10.23 to Company's
                           1996-10-KSB)

        10.24              Stock Option Agreement between Biocoral, Halford Finance, S.A. and
                           Cornington International, Inc., dated September 13, 1996 (incorporated by
                           reference to Exhibit 10.24 to Company's 1996-10-KSB)

        10.25              Purchase Agreement between Cabestan, Inc. and Brooklyn Roads Limited,
                           dated October 9, 1996 (incorporated by reference to Exhibit 10.25 to
                           Company's 1996-10-KSB)

        10.26              Letter Agreement between Biocoral and UI USA, Inc., dated November 26,
                           1996 (incorporated by reference to Exhibit 10.26 to Company's
                           1996-10-KSB)

        10.27              Stock Option Agreement between Biocoral and each of Nasser Nassiri and
                           Riccardo Mortara, dated December 31, 1996 (incorporated by reference to
                           Exhibit 10.27 to Company's 1996-10-KSB)

        10.28              Stock Option Agreement, dated October 21, 1997, by and between Biocoral
                           and Nasser Nassiri (incorporated by reference to Exhibit 10.28 to
                           Company's 1997 10-KSB)

        10.29              Stock Option Agreement, dated October 21, 1997, by and between Biocoral
                           and Ramine Almassi (incorporated by reference to Exhibit 10.29 to
                           Company's 1997 10-KSB)

        10.30              Consulting Agreement, dated September 1, 1997, by and between Biocoral
                           and Nasser Nassiri (incorporated by reference to Exhibit 10.30 to
                           Company's 1997 10-KSB)

        10.31              Stock Option Agreement, dated October 1, 1997, by and between Biocoral
                           and Jean Darondel (incorporated by reference to Exhibit 10.31 to
                           Company's 1997 10-KSB)

        10.32              Agreement, dated November 1, 1997, by and between Biocoral, Vida Nassiri
                           Khoobdehi and Jean Darondel (incorporated by reference to Exhibit 10.32
                           to Company's 1997 10-KSB)

        10.33              Stock Option Agreement, dated October 1, 1997, by and between Biocoral
                           and Jean-Louis Patat (incorporated by reference to Exhibit 10.33 to
                           Company's 1997 10-KSB)

        10.34              Stock Option Agreement, dated October 1, 1997, by and beween Biocoral and
                           Alberto Jussman (incorporated by reference to Exhibit 10.34 to Company's
                           1997 10-KSB)

        10.35              Stock Option Agreement, dated October 21, 1997 by and between Biocoral
                           and Rosy Eloy (incorporated by reference to Exhibit 10.35 to Company's
                           1997 10-KSB)
</TABLE>






<PAGE>



<TABLE>
        <S>                <C>
        10.36              Stock Option Agreement, dated February 3, 1998, by and between Biocoral
                           and Jean Darondel (incorporated by reference to Exhibit 10.36 to
                           Company's 1997 10-KSB)

        21                 List of Subsidiaries (incorporated by reference to Exhibit 21 to
                           Company's 1997 10-KSB)
</TABLE>









<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.

                                       BIOCORAL, INC.

Date: April 11, 2001                   By: /s/ Nasser Nassiri
                                           ------------------
                                            Nasser Nassiri, Chairman of the
                                            Board and Chief Executive Officer

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

<TABLE>
<CAPTION>
Signature                              Title                             Date
---------                              -----                             ----

<S>                                 <C>                                <C>
/s/ Nasser Nassiri
------------------------
Nasser Nassiri                      Chairman of the Board              April 11, 2001
                                    and a Director

/s/ Yuhko Grossmann
------------------------
Yuhko Grossmann                     Treasurer, Secretary and           April 11, 2001
                                    a Director

/s/ Jean Darondel
------------------------
Jean Darondel                        Director                          April 11, 2001
</TABLE>