<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 Year Ended December 31, 2001               Commission File No. 333-71752

                            -------------------------

                                 Biocoral, Inc.
        (Exact 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 Identification No.)
 incorporation or organization)
</TABLE>

<TABLE>
<S>                                           <C>                                        <C>
 38 rue Anatole France, 92594 Levallois                011-3314-757-9843                    N/A
         Perret Cedex France
(Address of Issuer's principal executive      (Issuer's telephone number, including      (Zip Code)
               offices)                                   area code)
</TABLE>

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

                          Common Stock, $.001 par value
                          -----------------------------
                                (Title of Class)

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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
                                                                      ---   ---

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

         The issuer's revenues for the year ended December 31, 2001 were
$354,200.

         The aggregate market value of the registrant's voting common equity
held by non-affiliates as of February 19, 2001 was $127,205,766.

         The number of outstanding shares of the registrant's common stock as of
April 15, 2002 was 19,273,601.

         Transitional Small Business Disclosure Format.

Yes     No X
   ---    ---

DOCUMENTS INCORPORATED BY REFERENCE

         None.

================================================================================






<PAGE>





                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
PART I                                                                                                        Page
                                                                                                              ----
<S>      <C>                                                                                                    <C>
Item 1.  Description of Business.................................................................................1
Item 2.  Description of Property.................................................................................6
Item 3.  Legal Proceedings.......................................................................................6
Item 4.  Submission of Matters to a Vote of Security Holders.....................................................6

PART II
Item 5.  Market for Common Equity and Related Stockholder Matters................................................6
Item 6.  Management's Discussion and Analysis or Plan of Operations..............................................7
Item 7.  Financial Statements....................................................................................F-1--F-19
Item 8.  Changes In and Disagreements With Accountants on Accounting and Financial Disclosure....................13

PART III
Item 9.  Directors, Executive Officers, Promoters and Control Persons............................................14
Item 10. Executive Compensation..................................................................................15
Item 11. Security Ownership of Certain Beneficial Owners and Management..........................................16
Item 12. Certain Relationships and Related Transactions..........................................................17
Item 13  Exhibits and Reports on Form 8-K........................................................................18
</TABLE>

                                       -i-







<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 to a blood bank the
authorization to prepare, use and distribute the new autologous fibrin glue that
was developed by the Company. The Company also obtained the EC certification for
its innovative medical device on June 8, 2000, which is valid until June 7, 2005
and is renewable and allows the Company to market the product in the European
Community. Before the Company can commence commercialization of the autologous
fibrin glue, AFFSSAPS requires that the French blood bank known as Etablissement
Francaise du Sang ("EFS"), the exclusive operator of blood transfusions in
France, prepare a report following up on the progress of the first fifty (50)
patients treated with the autologous fibrin glue. The Company is currently
assisting the blood bank in the preparation of this report and anticipates
completing the report in the second half of 2002.

         In 2000, the Company begun Phase III multi-center clinical trials of
Biocoral'r', its product for the treatment of bone fractures due to
osteoporosis. In January 2002, the period for inclusion of patients in the Phase
III multi-center clinical trials ended. The Company is now following up on the
patients included in the trials and this follow up will continue through
December 2002. In the third quarter of 2002, the Company anticipates completion
of the preliminary report of the follow up study. We expect the definitive
report to be complete in the first quarter of 2003. 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 and issued.

         Our chief product, Biocoral'r', is 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






<PAGE>




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.

         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'r' 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'r' is derived from three particular species
of coral naturally present in abundance. Biocoral'r' is primarily (more than
97%) comprised of calcium carbonate. Porous and resorbable, Biocoral'r' is
prepared in microgranules as well as in engineered shapes according to specific
indication. Due to its similarity to bone tissue, Biocoral'r' 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'r' 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'r' 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'r' has been used in more than 230,000
patients, principally in Western Europe and Korea. Biocoral'r' 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'r' from ANVAR/CNRS, the French
National Center for Scientific Research, a French governmental agency. The
Company 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'r' 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 2002. 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 9 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'r' technology aimed at osteoporosis
treatment. Biocoral'r' 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'r' can serve both to heal
bones that are already fractured and to prevent bone fractures from occurring.

                                       2






<PAGE>





         Phase II clinical trials in Europe demonstrated the efficacy of
Biocoral'r' for local osteoporosis treatment in rebuilding bone, particularly in
combination with osteodensimatic screening. The Company also began Phase III
multi-center clinical trials of Biocoral'r' in 13 clinics in Europe last year.
It is expected that this study will demonstrate that the Company's 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 have fractures as a result of it. The Company's product
in this application will permit the reconstruction of newly formed bone in the
area that is affected by the osteoporosis and has a low bone mass. An initial
human clinical study has demonstrated and confirmed the result of reconstruction
of newly 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 continue Phase III clinical trials in North America
which will be a prerequisite to human use in the United States and Canada.

Autologous Fibrin Glue

         We have developed what we believe is 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 for specific
indications, and the product file has been approved by the AFFSSAPS. On
September 14, 2000, AFFSSAPS granted a blood bank the authorization to prepare,
use and distribute 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. However, before the Company
can commence commercialization of the autologous fibrin glue, AFFSSAPS requires
that the French blood bank EFS, the exclusive operator of blood transfusions in
France, prepare a report following up on the progress of the first fifty (50)
patients treated with the autologous fibrin glue. The Company is currently
assisting EFS in the preparation of this report and anticipates completing the
report in the second half of 2002.

         We expect to be ready for distribution of this new device in France in
the second half of 2002 and in other European countries in beginning of 2003. 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 12 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'r'. Some scientific research has
shown that Biocoral'r', as biomaterial, represents a useful support for growth
factors. European clinical trials conducted over the past 3 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'r'
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'r' is conducted at Inoteb's facility in Saint
Gonnery, France. This facility, which

                                       3






<PAGE>





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'r' and, on
December 30, 1996, Inoteb was granted the EC certification allowing sales of
Biocoral'r' throughout the European Community. This certification was valid for
five (5) years and expired in 2001. In the last quarter of 2001 the Company was
audited for renewal of this certification and the new certification has been
issued on December 20, 2001 and is valid through 2004. Additionally, the Company
is audited once a year by GMED to maintain its certifications. The Company
believes this facility is adequate to service the Company's present and
medium-term-future needs.

Competition

         The Company's Biocoral'r' 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'r' and similar materials, and in order to
increase its future sales of Biocoral'r', the Company will have to demonstrate
to the medical community the surgical and patient advantages, safety, efficacy,
cost effectiveness and clinical results of Biocoral'r'. 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 a 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 use of calcium as an
activator, without the addition of any other biologicals such as thrombin or
antifibrinolytics. In addition, the composition remains constant in terms of
components and properties.

         The Company believes that Biocoral'r' 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'r', 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'r' 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".

                                       4






<PAGE>





         Biocoral'r' 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'r' for bone
regeneration in dental applications. The Company competes with many businesses
in the production and distribution 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'r' 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'r' has been approved for marketing in more than 15 countries
in Europe, Korea, South Africa, Canada and Australia. Biocoral'r' 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 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. 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.

                                       5






<PAGE>




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.

         The Company held its annual meeting on December 20, 2001. At the annual
meeting, the shareholders elected Nasser Nassiri, Yuhko Grossman and Jean
Darondel to serve on the Board of Directors. At the annual meeting, the
shareholders also ratified the appointment of J.H.Cohn LLP as the Company's
independent auditors. No other matters were voted upon.

                                     PART II

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

         At December 31, 2001 there were 19,273,594 shares of our common stock
issued and outstanding. A significant portion of our outstanding shares are
subject to resale restrictions. Unless these securities are registered under the
Securities Act of 1933, as amended, or exempt under another provision of the
Securities Act, these securities are ineligible for sale in the public market.
Sales in the public market of substantial amounts of our common stock that are
presently restricted could adversely affect prevailing market prices.

         The following table sets forth information regarding the high and low
closing price for our common stock as reported on the over-the-counter
electronic bulletin board for each of the periods set forth below. Such prices
do not necessarily reflect actual transactions and do not include retail
mark-ups, mark-downs or commissions. The prices set forth below are per share:

<TABLE>
<CAPTION>
           Quarter Ended                High                  Low
           -------------                ----                  ---
<S>                                    <C>                   <C>
           December 31, 2001           $10.50                $2.27
           September 30, 2001          $11.46                $2.50
           June 30, 2001               $18.50                $4.625
           March 31, 2001(1)           $8.625                $4.5

           December 31, 2000           $0.30                 $0.16
           September 30, 2000          $0.30                 $0.16
           June 30, 2000               $0.33                 $0.14
           March 31, 2000              $0.55                 $0.05
</TABLE>

(1) In March 2001, the Company effectuated a 1-for-50 reverse split of the
Company's common stock.

Holders

         As of December 31, 2001 there were approximately 400 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.

                                       6






<PAGE>





Recent Sales of Unregistered Securities

         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 Company sold the Notes in the aggregate
principal amount of $3,000,000 to "accredited investors" through a private
placement intended to be exempt from registration pursuant to the provisions of
Regulation D of the Act. The Company has received $2,000,000 of the proceeds and
the remaining $1,000,000 was restricted as of December 31, 2001 pending the
Company's issuance of all of the required regulatory documents and the listing
of the Company's common stock for trading on the NASDAQ Stock Market. As such,
these proceeds are classified as cash held in escrow, a non-current asset, in
the consolidated balance sheets included herein.

         In October 2001, the Company commenced a new offering (the "New
Offering") for a maximum of 300,000 shares of its common stock at $6.00 per
share to "accredited investors" through a private placement intended to be
exempt from registration pursuant to the provisions of Regulation D of the Act.
Consummation of at least a portion of the offering was dependent on the sale of
a minimum of 166,667 shares prior to the expiration of the New Offering on April
30, 2002 (the Company may extend the New Offering through October 30, 2002). As
of December 31, 2001, the company had received subscriptions for the purchase of
178,334 shares of common stock which generated gross proceeds of $1,070,000.
Those proceeds were used primarily to repay the Company's outstanding callable
convertible 8% Notes and the accrued interest thereon.

         On April 18, 2001, we issued an aggregate of 18,888,889 shares of our
common stock upon the conversion of an aggregate principal amount of $850,000 of
our 6% promissory notes to the holders of such notes.

         We believe that the sales of the above securities were deemed to be
exempt from registration under the Securities Act in reliance on Section 4(2) of
the Securities Act of 1933, as amended, or Regulation D promulgated thereunder.
The recipients of securities in each such transaction represented their
intentions to acquire the securities for investment only and not with a view to
or for sale in connection with any distribution thereof and appropriate legends
were affixed to the instruments representing such securities issued in such
transactions. All recipients either received adequate information about us or
had adequate access, through their relationships with us, to such information.

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

         The following discussion and analysis should be read in conjunction
with our consolidated financial statements and notes included in the financial
statement contained elsewhere in this annual report.

            Summary of Significant Accounting Policies and Estimates

         This discussion and analysis of our financial condition and results of
operations is based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these consolidated financial
statements requires us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues, and expenses, and related disclosures
of contingent assets and liabilities. On an on-going basis, we evaluate our
estimates, including those related to accounts receivable, property and
equipment, stock based compensation and contingencies. We base our estimates on
historical experience and on various assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

                                       7






<PAGE>





         The assumptions and bases for estimates used in preparing our
consolidated financial statements are set forth as significant accounting
policies in Note 1 of the notes to the consolidated financial statements
included in this annual report and are summarized below:

         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.

         Revenue recognition -- Sales are recognized when the earnings process
is complete and collectibility is assured, which is usually when the goods are
shipped to customers. Amounts billed related to shipping and handling, which are
not significant, are included in revenue.

         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.

         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 and licenses, 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.

         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.

         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 2001 and 2000, the assumed effects of
the exercise of outstanding stock options and the application of the treasury
stock method were anti-

                                       8






<PAGE>





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, if material, are recorded as a separate
component of stockholders' deficiency.

         Recent pronouncements -- In August 2001, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144").
SFAS 144 addresses financial accounting and reporting for the impairment or
disposal of long-lived assets. Among other things, SFAS 144 provides guidance on
the implementation of previous pronouncements related to when and how to measure
impairment losses and how to account for discontinued operations. Management
does not believe that the adoption of SFAS 144 will have a material impact on
the Company's consolidated financial position or results of operations.

         The Financial Accounting Standards Board and the Accounting Standards
Executive Committee of the American Institute of Certified Public Accountants
had issued certain other accounting pronouncements as of December 31, 2001 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 2001 and 2000, and it does not believe that any of those
pronouncements will have any significant impact on the Company's consolidated
financial statements at the time they become effective.

         Results of Operations for the Year Ended December 31, 2001 Compared to
the Year Ended December 31, 2000

         Net sales, which are solely attributable to Inoteb, SA ("Inoteb"), the
Company's wholly owned French subsidiary, totaled $354,200 for the year ended
December 31, 2001, a decrease of $15,700 from $369,900 for the year ended
December 31, 2000 or 4%. This decrease is attributable to a slight decline in
sales relating to the orthopedic and neurosurgery market during the fourth
quarter.

         Operating expenses decreased by approximately $211,000 to approximately
$854,000 during the year ended December 31, 2001 from approximately $1,065,000
for the year ended December 31, 2000 or 20%. This decrease was primarily
attributable to decreases in expenditures for research and development and other
operating expenses, which were offset by increases in cost of sales and
consulting and professional fees.

         Cost of sales totaled $202,000 for the year ended December 31, 2001, an
increase of $43,000 from $159,000 for the year ended December 31, 2000 or 27%.

         Research and development expenses decreased approximately $251,000 to
approximately $64,000 during the year ended December 31, 2001 as compared to
approximately $315,000 during the year ended December 31, 2000. This decrease
was the result of advances payable to the European Community (the "EC") which
were converted into subsidies during the year ended December 31, 2001. As
described in Note 5 to the consolidated financial statements included herein,
advances to Inoteb from the EC in connection with research and development
projects were cancelled. As a result, the Company reduced advances payable and
research and development expenses by $199,600 as a result of subsidies obtained
by the EC.

         Consulting and professional fees during the year ended December 31,
2001 were not significantly different from those in the year ended December 31,
2000, as the increase was only 6%.

         Other operating expenses totaled approximately $237,000 during the year
ended December 31, 2001, a decrease of approximately $14,000 or 6% from
approximately $251,000 during the year ended December 31, 2000.

         Other expenses (net) totaled $1,202,000 in the year ended December 31,
2001 as compared to $214,000 in the year ended December 31, 2000. This is
primarily due to an increase in interest expense of $932,000 from $231,000 in

                                       9






<PAGE>





the year ended December 31, 2000 to $1,163,000 in the year ended December 31,
2001. This increase was primarily the result of $850,000 of beneficial interest
recorded upon the conversion of 6% convertible promissory notes payable in the
principal amount of $850,000 into 18,888,889 shares of the Company's common
stock (see Note 5 in the notes to consolidated financial statements included
herein). Additionally, the Company incurred deferred financing costs in
connection with the sale of 6% convertible promissory notes, which are due
December 31, 2002 (see Note 5 in the notes to consolidated financial statements
included herein). Such amortization totaled $80,000 in the year ended December
31, 2001 as compared to $40,000 in the year ended December 31, 2000.

         The Company also recorded a $27,000 loss in the year ended December 31,
2001 in connection with its limited partnership interest and $21,000 of realized
losses on the sale of available-for-sale securities, which were offset by
approximately $9,000 of other income attributable to Inoteb. During the year
ended December 31, 2000, the Company had other income totaling $13,000 and an
unrealized gain of $4,000.

         As a result of the above, the Company's net loss for the year ended
December 31, 2001 totaled $1,702,016 or $.12 per share compared to a net loss of
$909,283 or $2.36 per share for the year ended December 31, 2000. These losses
per share were based on weighted average common shares outstanding of 13,736,304
for the year ended December 31, 2001 and 384,705 for the year ended December 31,
2000, which reflect a 1-for 50 reverse split effective April 16, 2001 (see Note
6 in the notes to consolidated financial statements herein).

              Financial Condition, Liquidity and Capital Resources

         As shown in the accompanying consolidated financial statements, the
Company had net losses of approximately $1,702,000 and $909,000 in 2001 and
2000, respectively. The net loss in 2001 included a nonrecurring charge related
to beneficial conversion rights of $850,000. Management believes that it is
likely that the Company will continue to incur net losses through at least 2002,
although it is also likely that such losses will be substantially reduced in the
absence of the nonrecurring charge. The Company also had working capital and
stockholders' deficiencies of approximately $1,262,000 and $2,440,000 at
December 31, 2001, respectively. The working capital deficiency at December 31,
2001 was attributable, in part, to the inclusion in current liabilities of 8%
callable convertible promissory notes with a principal balance of $800,000 and
accrued interest on those notes of $211,000 that became payable as of December
31, 2001 (see Note 5). In the absence of the mitigating circumstances described
below, such matters could raise substantial doubt about the Company's ability to
continue as a going concern without curtailing or terminating some or all of its
operations.

         To enable the Company to meet a portion of its obligations as they
become due, management commenced a private placement of the Company's common
shares on October 31, 2001 (see Note 6). As of December 31, 2001, the Company
had received subscriptions for the purchase of shares that generated gross
proceeds of $1,070,000. Those proceeds were used primarily to repay the 8%
callable convertible promissory notes and the related accrued interest during
March 2002. As of March 28, 2002, the Company had received additional
subscriptions for the purchase of shares that will generate gross proceeds of
approximately $115,000, and it was continuing to offer common shares pursuant to
the private placement (which will expire on April 30, 2002 unless extended by
the Company for an additional six months) that could generate additional gross
proceeds of approximately $615,000. Current liabilities as of December 31, 2001
also included accrued interest of approximately $330,000 that the Company may
elect to pay through the issuance of common stock instead of cash, and it will
be also able to elect to pay interest of approximately $130,000 that will accrue
in 2002 through the issuance of common stock. The chairman of the Company has
also agreed to allow the Company to defer compensation pursuant to his
consulting agreement of approximately $75,000 that was accrued as of December
31, 2001 and compensation of approximately $150,000 that will accrue in 2002
until after December 31, 2002. Management also plans to seek additional equity
and/or debt financing for the Company and, if necessary, request the Company's
lenders and other creditors to extend the due dates of the Company's obligations
and/or convert the obligations to common stock. Accordingly, management
believes, but cannot assure, that the Company will have sufficient liquid
resources for the payment, or the ability to defer the payment, of its
obligations as they come due and continue to operate through at least December
31, 2002.

                                       10






<PAGE>





amortization of deferred financing costs totaling $80,000, and depreciation of
$20,000 which were offset by the effect of research and development subsidies
amounting to $200,000. During the year ended December 31, 2001 changes in the
Company's other operating assets and liabilities provided cash totaling
approximately $223,000. The Company's net loss of $1,702,000 increased its
accumulated deficit to approximately $17,321,000 at December 31, 2001.

         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 Company sold the 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 restricted as of
December 31, 2001 pending the Company's issuance of all of the required
regulatory documents and the listing of the Company's common stock for trading
on the NASDAQ Stock Market. As such, these proceeds are classified as cash held
in escrow, a non-current asset, in the consolidated balance sheets included
herein.

         During the year ended December 31, 2001 the Company invested an
additional $255,000 of excess cash in marketable securities, which were
classified as available-for-sale and consisted of equity securities with an
aggregate fair value of $296,000 and a cost totaling $724,000 at December 31,
2001. The net unrealized holding loss of $385,000 for the year ended December
31, 2001 increased accumulated other comprehensive loss, a component of total
stockholders' equity, to $428,000 as of December 31, 2001. The Company also
recorded a realized loss of $21,000 during the year ended December 31, 2001.

         The Company also used $115,000 to repay long-term obligations during
the year ended December 31, 2001 as well as make capital expenditures in the
amount of $7,000. The Company does not presently have commitments to make
material capital expenditures during the next twelve months.

         The Company reduced advances payable to the European Community (the
"EC") as per the terms of their advance agreement, under which, if certain
conditions are met Inoteb will not have to pay some or all of the advances.
During the year ended December 31, 2001, the Company reduced advances payable
and research and development expenses by approximately $200,000 as a result of
subsidies obtained from the EC (see Note 5 to the consolidated financial
statements contained herein).

         On April 16, 2001 the Company affected the following actions: (i) an
increase in the number of common shares authorized for issuance by the Company
from 20,000,000 shares to 100,000,000 shares; (ii) a 1-for 50 reverse split of
the company's outstanding shares of common stock; and (iii) an increase in the
number of shares of common stock that may be subject to stock options from
2,000,000 shares to 20,000,000 shares. The numbers of shares and prices per
share in the consolidated financial statements and notes included herein have
been retroactively restated for the effects of the reverse split.

         On April 18, 2001, the Company received requests from holders of 6%
Notes in the principal amount of $850,000 for the conversion of those Notes into
shares of the Company's common stock under terms described in Note 5 to the
consolidated financial statements included herein. The Company approved the
request and, accordingly, it issued 18,888,889 shares upon the completion of all
the required regulatory documents. As a result of the conversion, the Company
charged $850,000 to interest expense during the year ended December 31, 2001
based on the conversion of those Notes, which represents the proportionate
amount of the $3,000,000 of beneficial conversion rights that arose from the
original issuance of the 6% Notes.

         The conversion of the 6% Notes that remained outstanding at December
31, 2001 is contingent upon the Company's consent to such conversion and,
therefore, the date on which the 6% Notes first became 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
$2,150,000 attributable to the beneficial conversion rights related to the 6%
Notes that remained outstanding at December 31, 2001 at such time as consent is
requested and granted.

         On March 25, 2002 the maturity date of the 6% Notes was extended to
December 31, 2004. The Company believes that the proceeds from the New Offering,
the extension of the maturity date of the 6% Notes, and its current sources of
liquidity and cash are sufficient to satisfy its cash needs through at least the
next twelve months.

                                       11






<PAGE>





                           Forward-Looking Statements

         In this annual report, we include some forward-looking statements that
involve substantial risks and uncertainties and other factors that may cause our
operational and financial activity and results to differ from those expressed or
implied by these forward-looking statements. In many cases, you can identify
these statements by forward-looking words such as "may," "will," "expect,"
"anticipate," "believe," "estimate," "plan," "intend" and "continue," or similar
words. You should read statements that contain these words carefully because
they discuss our future expectations, contain projections of our future results
of operations or of our financial condition, or state other "forward-looking"
information.

         You should not place undue reliance on these forward-looking
statements. The section captioned "Management's Discussion and Analysis of
Financial Condition and Plan of Operations," as well as any cautionary language
in this annual report, provide examples of risks, uncertainties and events that
may cause our actual results to differ materially from our expectations.

         Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements.

         We do not undertake any obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. Because of the risks and uncertainties, the forward-looking
events and circumstances discussed in this annual report might not occur.

                                       12






<PAGE>




Item 7.  Financial Statements


                         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, 2001 AND 2000                                                    F-4

CONSOLIDATED STATEMENTS OF OPERATIONS
     YEARS ENDED DECEMBER 31, 2001 AND 2000                                        F-5

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
     YEARS ENDED DECEMBER 31, 2001 AND 2000                                        F-6

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
DEFICIENCY
     YEARS ENDED DECEMBER 31, 2001 AND 2000                                        F-7

CONSOLIDATED STATEMENTS OF CASH FLOWS
     YEARS ENDED DECEMBER 31, 2001 AND 2000                                        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, 2001 and 2000, 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, 2001 and 2000, respectively, which statements reflect total assets
of approximately $433,000 and $412,000 as of December 31, 2001 and 2000,
respectively, and losses of approximately $64,800 and $325,000 for the years
ended December 31, 2001 and 2000, 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, 2001 and 2000, 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 28, 2002

                                      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, 2001 and 2000, 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, 2001 and 2000, 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
February 28, 2002

                                      F-3




<PAGE>


                         BIOCORAL, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>

                                    ASSETS                                      2001                      2000
                                                                                ----                      ----
<S>                                                                        <C>                      <C>
Current assets:
    Cash                                                                   $    175,170             $  1,234,081
    Investments in available-for-sale securities                                296,341                  494,709
    Accounts receivable, net of allowance for doubtful accounts
        of $1,000                                                                52,000                   52,700
    Inventories                                                                  79,700                  138,200
    Other current assets                                                         30,300                   24,400
                                                                           ------------             ------------
           Total current assets                                                 633,511                1,944,090
Cash held in escrow                                                           1,000,000                1,000,000
Property and equipment, net of accumulated depreciation of
    $316,930 and $296,730                                                        37,400                   50,900
Deferred financing costs, net of accumulated amortization of
    $120,000 and $40,000                                                         80,000                  160,000
Other assets                                                                    130,703                  158,506
                                                                           ------------             ------------

           Totals                                                          $  1,881,614             $  3,313,496
                                                                           ============             ============

               LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
    Current portion of long-term debt                                      $    840,300             $  1,115,200
    Accounts payable and accrued liabilities                                  1,054,909                1,009,917
                                                                           ------------             ------------
           Total current liabilities                                          1,895,209                2,125,117
Long-term debt, net of current portion                                        2,351,500                3,241,100
Other liabilities                                                                75,000
                                                                           ------------             ------------
           Total liabilities                                                  4,321,709                5,366,217
                                                                           ------------             ------------

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; 100,000,000
        and 20,000,000 shares authorized; 19,451,928 and
        19,235,260 shares issued and outstanding                                 19,451                   19,235
    Additional paid-in capital                                               16,359,139               13,589,355
    Accumulated deficit                                                     (17,321,093)             (15,619,077)
    Accumulated other comprehensive loss - net unrealized
        holding loss on available-for-sale securities                          (427,592)                 (42,234)
    Stock subscriptions receivable for 178,334 shares of
        common stock                                                         (1,070,000)
                                                                           ------------             ------------


           Total stockholders' deficiency                                    (2,440,095)              (2,052,721)
                                                                           ------------             ------------

           Totals                                                          $  1,881,614             $  3,313,496
                                                                           ============             ============
</TABLE>

See Notes to Consolidated Financial Statements.

                                      F-4




<PAGE>


                         BIOCORAL, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>

                                                                                          2001                2000
                                                                                          ----                ----
<S>                                                                                     <C>                <C>
Net sales                                                                            $   354,200         $  369,900
                                                                                     -----------         ----------
Operating expenses:
    Cost of sales                                                                        201,800            159,400
    Research and development, net of subsidies                                            64,232            315,315
    Depreciation of property and equipment                                                20,200             29,100
    Consulting and professional fees                                                     330,681            310,610
    Other operating expenses                                                             237,045            251,028
                                                                                     -----------         ----------
           Totals                                                                        853,958          1,065,453
                                                                                     -----------         ----------

Loss from operations                                                                    (499,758)          (695,553)
                                                                                     -----------         ----------

Other income (expense):
    Interest (including charge of $850,000 for beneficial conversion
        rights in 2001)                                                               (1,162,823)          (230,510)
    Realized gain (loss) on sale of available-for-sale securities                        (21,418)             4,242
    Other                                                                                (18,017)            12,538
                                                                                     -----------         ----------
           Totals                                                                     (1,202,258)          (213,730)
                                                                                     -----------         ----------
Net loss                                                                             $(1,702,016)        $ (909,283)
                                                                                     ===========         ==========


Basic net loss per common share                                                      $      (.12)        $    (2.36)
                                                                                     ===========         ==========

Basic weighted average common shares outstanding                                      13,736,304            384,705
                                                                                     ===========         ==========
</TABLE>

See Notes to Consolidated Financial Statements.

                                      F-5



<PAGE>


                                     BIOCORAL, INC. AND SUBSIDIARIES

                              CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
                                  YEARS ENDED DECEMBER 31, 2001 AND 2000


<TABLE>
<CAPTION>

                                                                                                   2001              2000
                                                                                                   ----              ----
<S>                                                                                           <C>                 <C>
Net loss                                                                                      $(1,702,016)        $(909,283)
                                                                                              -----------         ---------

Net unrealized holding loss on available-for-sale securities
    arising during the period                                                                    (406,776)          (42,234)

Reclassification adjustment for realized losses included
    in net loss                                                                                    21,418
                                                                                              -----------         ---------

Net unrealized holding loss on available-for-sale
    securities                                                                                   (385,358)          (42,234)
                                                                                              -----------         ---------

Comprehensive loss                                                                            $(2,087,374)        $(951,517)
                                                                                              ===========         =========

</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, 2001 AND 2000

<TABLE>
<CAPTION>
                                 Common Stock                                                    Stock
                               ----------------                              Accumulated     Subscriptions
                               Number             Additional                    Other          Receivable          Total
                                 of                Paid-In     Accumulated  Comprehensive  -----------------    Stockholders'
                               Shares    Amount    Capital       Deficit        Loss       Shares     Amount     Deficiency
                              -------    ------    -------       -------       -----       ------     ------     ----------
<S>                          <C>         <C>      <C>          <C>           <C>           <C>       <C>         <C>
Balance, January 1, 2000    19,235,260  $19,235  $13,589,355  $(14,709,794)                                     $(1,101,204)

Net 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)

Net unrealized holding
 loss on available-for-
 sale securities                                                              (385,358)                            (385,358)

Net loss                                                        (1,702,016)                                      (1,702,016)

Adjustments for 1-for-
 50 reverse stock split
 approved April 16, 2001   (18,850,555) (18,851)      18,851

Conversion of 6%
  convertible promissory
  notes payable             18,888,889   18,889      831,111                                                        850,000

Fair value of beneficial
  conversion rights
  recorded upon conversion
  of 6% convertible
  promissory notes payable                           850,000                                                        850,000

Subscriptions for purchase
  of common stock through
  private placement            178,334      178    1,069,822                            178,334  $(1,070,000)
                            ----------  -------  -----------  ------------   ---------  -------  -----------    -----------
Balance, December 31, 2001  19,451,928  $19,451  $16,359,139  $(17,321,093)  $(427,592) 178,334  $(1,070,000)   $(2,440,095)
                            ==========  =======  ===========  ============   =========  =======  ===========    ===========
</TABLE>

See Notes to Consolidated Financial Statements.

                                      F-7




<PAGE>


                         BIOCORAL, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                                                                 2001               2000
                                                                                                 ----               ----
<S>                                                                                          <C>                <C>
Operating activities:
    Net loss                                                                                 $(1,702,016)        $ (909,283)
    Adjustments to reconcile net loss to net cash used in
      operating activities:
        Depreciation of property and equipment                                                    20,200             29,100
        Amortization of deferred financing costs and other assets                                 80,000             51,033
        Charge for beneficial conversion rights                                                  850,000
        Realized (gain) loss on sale of available-for-sale securities                             21,418             (4,242)
        Effect of subsidies on research and development expenses                                (199,600)
        Changes in operating assets and liabilities:
           Accounts receivable                                                                       700             60,200
           Inventories                                                                            58,500             53,700
           Other current assets                                                                   (5,900)            (9,900)
           Other assets                                                                           27,803                761
           Accounts payable and accrued liabilities                                              119,992            174,748
                                                                                             -----------         ----------
                  Net cash used in operating activities                                         (728,903)          (553,883)
                                                                                             -----------         ----------

Investing activities:
    Capital expenditures                                                                          (6,700)           (12,558)
    Purchases of available-for-sale securities                                                  (254,822)          (636,653)
    Proceeds from sales of available-for-sale securities                                          46,414            103,952
                                                                                             -----------         ----------
                  Net cash used in investing activities                                         (215,108)          (545,259)
                                                                                             -----------         ----------

Financing activities:
    Principal payments on notes payable to related parties                                                         (347,015)
    Proceeds from long-term obligations                                                                           2,000,000
    Principal payments on long-term obligations                                                 (114,900)           (61,600)
    Deferred financing costs                                                                                       (200,000)
    Proceeds from sale of common stock                                                                              500,000
                                                                                             -----------         ----------
                  Net cash provided by (used in) financing activities                           (114,900)         1,891,385
                                                                                             -----------         ----------
Net increase (decrease) in cash                                                               (1,058,911)           792,243
Cash, beginning of year                                                                        1,234,081            441,838
                                                                                             -----------         ----------
Cash, end of year                                                                            $   175,170         $1,234,081
                                                                                             ===========         ==========

Supplemental disclosure of cash flow data:
    Interest paid                                                                            $    24,821         $   18,094
                                                                                             ===========         ==========
</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. It is a holding company
                 that conducts commercial operations primarily through a
                 wholly-owned subsidiary, Inoteb SA ("Inoteb"), a French
                 corporation. BioCoral, Inoteb and BioCoral's other subsidiaries
                 are referred to collectively herein as the "Company."

                 "Inoteb's 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.

                 BioCoral is a publicly-traded company that is required, among
                 other things, to file periodic reports with the United States
                 Securities and Exchange Commission under the Securities
                 Exchange Act of 1934.

              Basis of presentation:
                 As shown in the accompanying consolidated financial statements,
                 the Company had net losses of approximately $1,702,000 and
                 $909,000 in 2001 and 2000, respectively. The net loss in 2001
                 included a nonrecurring charge related to beneficial conversion
                 rights of $850,000. Management believes that it is likely that
                 the Company will continue to incur net losses through at least
                 2002, although its also likely that such losses will be
                 substantially reduced in the absence of the nonrecurring
                 charge. The Company also had working capital and stockholders'
                 deficiencies of approximately $1,262,000 and $2,440,000 at
                 December 31, 2001, respectively. The working capital
                 deficiency at December 31, 2001 was attributable, in part, to
                 the inclusion in current liabilities of 8% callable
                 convertible promissory notes with a principal balance of
                 $800,000 and accrued interest on those notes of $211,000 that
                 became payable as of December 31, 2001 (see Note 5). In the
                 absence of the mitigating circumstances described below, such
                 matters could raise substantial doubt about the Company's
                 ability to continue as a going concern without curtailing or
                 terminating some or all of its operations.


                                      F-9




<PAGE>



                         BIOCORAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Business and summary of accounting policies (continued):
              Basis of presentation (concluded):
                 To enable the Company to meet a portion of its obligations as
                 they become due, management commenced a private placement of
                 the Company's common shares on October 31, 2001 (see Note 6).
                 As of December 31, 2001, the Company had received subscriptions
                 for the purchase of shares that generated gross proceeds of
                 $1,070,000. Those proceeds were used primarily to repay the 8%
                 callable convertible promissory notes and the related accrued
                 interest during March 2002. As of March 28, 2002, the Company
                 had received additional subscriptions for the purchase of
                 shares that will generate gross proceeds of approximately
                 $115,000, and it was continuing to offer common shares pursuant
                 to the private placement (which will expire on April 30, 2002
                 unless extended by the Company for an additional six months)
                 that could generate additional gross proceeds of approximately
                 $615,000. Current liabilities as of December 31, 2001 also
                 included accrued interest of approximately $330,000 that the
                 Company may elect to pay through the issuance of common stock
                 instead of cash, and it will be also able to elect to pay
                 interest of approximately $130,000 that will accrue in 2002
                 through the issuance of common stock. The chairman of the
                 Company has also agreed to allow the Company to defer
                 compensation pursuant to his consulting agreement of
                 approximately $75,000 that was accrued as of December 31, 2001
                 and compensation of approximately $150,000 that will accrue in
                 2002 until after December 31, 2002. Management also plans to
                 seek additional equity and/or debt financing for the Company
                 and, if necessary, request the Company's lenders and other
                 creditors to extend the due dates of the Company's obligations
                 and/or convert the obligations to common stock. Accordingly,
                 management believes, but cannot assure, that the Company will
                 have sufficient liquid resources for the payment, or the
                 ability to defer the payment, of its obligations as they come
                 due and continue to operate through at least December 31, 2002.

              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.

              Revenue recognition:
                 Sales are recognized when the earnings process is complete and
                 collectibility is assured, which is usually when the goods are
                 shipped to customers. Amounts billed related to shipping and
                 handling, which are not significant, are included in revenue.

                                      F-10




<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, 2001, the Company had cash balances that
                 exceeded insurance limits by approximately $283,000. 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.

              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 and licenses,
                 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 2001 and 2000.

                                      F-11




<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 2001 and 2000, the assumed
                 effects of the exercise of outstanding stock options and the
                 application of the treasury stock method were anti-dilutive
                 and, accordingly, diluted per share amounts have not been
                 presented in the accompanying consolidated statements of
                 operations.

                 The numbers of common shares and the per share amounts in these
                 notes and the accompanying consolidated financial statements
                 have been retroactively adjusted, where appropriate, for a
                 1-for-50 reverse split effected on April 16, 2001 (see Note 6).

              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, if material, are recorded as a
                 separate component of stockholders' deficiency. Foreign
                 currency transaction gains and losses, which were not material
                 in 2001 and 2000, are included in net income or loss.

                                      F-12




<PAGE>


                         BIOCORAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Business and summary of accounting policies (concluded):
              Recent pronouncements:
                 In August 2001, the Financial Accounting Standards Board issued
                 Statement of Financial Accounting Standards No. 144,
                 "Accounting for the Impairment or Disposal of Long-Lived
                 Assets" ("SFAS 144"). SFAS 144 addresses financial accounting
                 and reporting for the impairment or disposal of long-lived
                 assets. Among other things, SFAS 144 provides guidance on the
                 implementation of previous pronouncements related to when and
                 how to measure impairment losses and how to account for
                 discontinued operations. Management does not believe that the
                 adoption of SFAS 144 will have a material impact on the
                 Company's consolidated financial position or results of
                 operations.

                 The Financial Accounting Standards Board and the Accounting
                 Standards Executive Committee of the American Institute of
                 Certified Public Accountants had issued certain other
                 accounting pronouncements as of December 31, 2001 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 2001 and 2000, and it does not believe that any of those
                 pronouncements will have any significant impact on the
                 Company's consolidated financial statements at the time they
                 become effective.

              Reclassifications:
                 Certain amounts in the 2000 consolidated financial statements
                 have been reclassified to conform to the 2001 presentations.

Note 2 - Investments in available-for-sale securities:
                 The Company's investments in marketable securities, all of
                 which were classified as available-for-sale, consisted of
                 equity securities with a cost of $723,933 and a fair value of
                 $296,341 at December 31, 2001 and a cost of $536,943 and a fair
                 value of $494,709 at December 31, 2000.

Note 3 - Property and equipment:
                 Property and equipment used in the Company's medical products
                 operations consisted of the following:

<TABLE>
<CAPTION>

                                                                                2001            2000
                                                                                ----            ----
                    <S>                                                     <C>              <C>
                    Land                                                    $  10,000        $  10,000
                    Buildings and improvements                                149,330          154,530
                    Equipment and furnishings                                 195,000          183,100
                                                                            ---------        ---------
                                                                              354,330          347,630
                    Less accumulated depreciation                             316,930          296,730
                                                                            ---------        ---------
                       Totals                                               $  37,400        $  50,900
                                                                            =========        =========
</TABLE>

                                      F-13




<PAGE>


                         BIOCORAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 4 - Short-term notes payable to related parties:
                 At January 1, 2000, the Company had outstanding notes payable
                 to related parties with an aggregate principal balance of
                 $347,015 that were due on demand, bore interest at 10% and were
                 convertible 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 thereafter. Interest on such
                 borrowings totaled approximately $6,500 in 2000.

Note 5 - Long-term debt:
                 Long-term debt at December 31, 2001 and 2000 consisted of the
                 following:

<TABLE>
<CAPTION>
                                                                                                   2001                2000
                                                                                                   ----                ----
                   <S>                                                                         <C>                <C>
                   8% callable convertible promissory notes payable (A) (C)                    $   800,000        $   800,000
                   6% convertible promissory notes payable (B) (C)                               2,150,000          3,000,000
                   Noninterest bearing advances initially scheduled to be
                     paid in monthly installments through 2002 (D)                                 241,800            265,100
                   Advances bearing interest at 8.06% initially scheduled
                     to be paid in October 2000 (E)                                                                   199,600
                   Term loan payable monthly in varying installments,
                     including interest at 9.5%, through December 2001                                                 91,600
                                                                                                ----------         ----------
                                                                                                 3,191,800          4,356,300
                    Less current portion                                                           840,300          1,115,200
                                                                                                ----------         ----------
                   Long-term debt                                                               $2,351,500         $3,241,100
                                                                                                ==========         ==========
</TABLE>

                   (A)  The 8% callable convertible promissory notes payable
                        (the "8% Notes") were due on December 31, 2001 and were
                        convertible at any time at the holder's option at the
                        rate of $175 per share. Interest on the 8% Notes was
                        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").
                        The principal balance and interest accrued on the 8%
                        Notes were repaid in March 2002 (See Note 6).

                   (B)  The 6% convertible promissory notes payable (the "6%
                        Notes") became 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,
                        which was not subject to adjustment for the 1-for-50
                        reverse split. 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.

                                      F-14




<PAGE>


                         BIOCORAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 5 - Long-term debt (continued):

                        Proceeds of $1,000,000 from the sales of 6% Notes were
                        restricted as of December 31, 2001 pending the Company's
                        issuance of all of the required regulatory documents and
                        the listing of the Company's common stock for trading on
                        The Nasdaq Stock Market. Accordingly, the proceeds are
                        classified as cash held in escrow, a noncurrent asset,
                        in the accompanying consolidated balance sheets. 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.

                        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 (or the equivalent of $3.125 per share
                        and $12.50 per share as adjusted for the 1-for-50
                        reverse split) 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.

                        On April 18, 2001, the Company approved requests from
                        holders of 6% Notes in the principal amount of $850,000
                        for the conversion of those notes into shares of the
                        Company's common stock under terms described above. As a
                        result of the conversion, the Company charged $850,000
                        to interest expense in 2001 based on the conversion of
                        those Notes, which represents the proportionate amount
                        of the $3,000,000 of beneficial conversion rights that
                        arose from the original issuance of the 6% Notes. The
                        conversion of the 6% Notes was a noncash transaction
                        that is not reflected in the accompanying 2001
                        consolidated statement of cash flows.

                                      F-15




<PAGE>


                         BIOCORAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 5 - Long-term debt (continued):
                        The conversion of the 6% Notes that remained outstanding
                        at December 31, 2001 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 $2,150,000
                        attributable to the beneficial conversion rights related
                        to the 6% Notes that remained outstanding at December
                        31, 2001 at such time as consent is requested and
                        granted.

                        On March 25, 2002, the holders agreed to extend the
                        maturity date of the 6% notes to December 31, 2004.
                        Accordingly, the outstanding borrowings at December 31,
                        2001 have been classified as noncurrent liabilities in
                        the accompanying consolidated balance sheet.

                   (C)  A total of 4,571 and 47,777,778 shares of common stock
                        were issuable as of December 31, 2001 upon conversion of
                        the outstanding 8% Notes and 6% Notes, respectively (see
                        Note 6).

                   (D)  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 from this
                        agency during 2001 and 2000.

                   (E)  The advances were made by The European Community, an
                        economic development agency that also finances or
                        subsidizes certain research and development projects.
                        During 2001, the agency acknowledged that Inoteb had met
                        the conditions set forth in the agreement under which
                        the advances had been made and that Inoteb would not
                        have to repay the outstanding balance of the advances.
                        Accordingly, the Company's research and development
                        expenses reflected in the accompanying 2001 consolidated
                        statement of operations have been offset by a subsidy of
                        $199,600.

                 Principal payment requirements on long-term obligations in each
                 of the years subsequent to December 31, 2001 are as follows:

<TABLE>
<CAPTION>
                     Year Ending
                     December 31,                                     Amount
                     ------------                                     ------
                         <S>                                      <C>
                         2002                                      $   840,300
                         2003                                           40,300
                         2004                                        2,217,200
                         2005                                           94,000
</TABLE>

                 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, 2001 and 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 those dates.

                                      F-16




<PAGE>


                         BIOCORAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 6 - Preferred and common stock:
                 As of December 31, 2001 and 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, 2001
                 and 2000.

                 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 April 16, 2001, the Company obtained the last of
                 the approvals required for the actions taken by the Board of
                 Directors on December 12, 2000. Accordingly, the numbers of
                 common shares and the per share amounts in these notes and the
                 accompanying consolidated financial statements have been
                 retroactively adjusted, where appropriate, for the 1-for-50
                 reverse split.

                 On October 31, 2001, the Company commenced an offering for a
                 maximum of 300,000 shares of its common stock at $6.00 per
                 share to "Accredited Investors" through a private placement
                 intended to be exempt from registration pursuant to the
                 provisions of Regulation D of the Act. Consummation of at least
                 a portion of the offering was dependent on the sale of a
                 minimum of 166,667 shares prior to the expiration of the
                 offering on April 30, 2002 (the Company may extend the offering
                 through October 31, 2002). As of December 31, 2002, the Company
                 had received subscriptions for the purchase of 178,334 shares
                 of common stock, which exceeded the minimum number of shares
                 required to assure at least a partial consummation of the
                 offering, from which it will receive gross proceeds of
                 $1,070,000 after December 31, 2001. Those proceeds were used
                 primarily to repay the Company's outstanding 8% Notes and the
                 accrued interest thereon which totaled approximately $1,011,000
                 as of December 31, 2001 (see Notes 1 and 5). The subscriptions
                 receivable were reflected as a separate component of
                 stockholders' equity in the accompanying consolidated balance
                 sheet as of December 31, 2001.

Note 7 - Stock option plan:
                 On May 4, 1992, the Company adopted a stock option plan (the
                 "Plan") pursuant to which it is authorized, as explained in
                 Note 6, to grant options to purchase up to 20,000,000 shares of
                 common stock. 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.

                                      F-17




<PAGE>


                         BIOCORAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7 - Stock option plan (concluded):
                 During 1999, the Company granted options to employees to
                 purchase 16,000 shares of common stock at a weighted average
                 exercise price of $6.25 per share. No options were granted,
                 cancelled or exercised during 2000. On May 1, 2001, the Company
                 granted options to members of the Board of Directors to
                 purchase 500,000 shares of common stock at an exercise price of
                 $6.00 per share which exceeded the fair market value per share
                 as of that date. No other options were granted and no options
                 were cancelled or exercised during 2001. Accordingly, options
                 to purchase 516,000 shares of common stock remained outstanding
                 and options for the purchase of 19,484,000 shares were
                 available for grant at December 31, 2001.

                 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.

Note 8 - Income taxes:
                 As of December 31, 2001, the Company had net operating loss
                 carryforwards of approximately $10,800,000 available to reduce
                 future Federal taxable income which, if not used, will expire
                 at various dates through 2021. 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 $3,671,000 from the utilization of those net
                 operating loss carryforwards by an equivalent valuation
                 allowance as of December 31, 2001.

                 The Company had also offset the potential benefits of
                 $3,162,000 and $2,853,000 from net operating loss carryforwards
                 by equivalent valuation allowances as of December 31, 2000 and
                 1999, respectively. As a result of the increases in the
                 valuation allowance of $509,000 and $309,000 during the years
                 ended December 31, 2001 and 2000, respectively, there are no
                 credits for income taxes reflected in the accompanying
                 consolidated statements of operations to offset pre-tax losses.

                                      F-18




<PAGE>


                         BIOCORAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 9 - 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 as of December 31,
                 2001 and 2000 and for the years then ended 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
                                                           ------             ------         ------           ------------
              <S>                                         <C>                  <C>          <C>                   <C>
              2001
              ----
              Net sales                                                      $ 354,200                         $  354,200
                                                                             ---------                         ----------
              Operating expenses:
                 Depreciation of property
                    and equipment                                               20,200                             20,200
                 Other operating expenses                  $  393,672          388,000      $  52,086             833,758
                                                           ----------        ---------      ---------          ----------
                        Totals                                393,672          408,200         52,086             853,958
                                                           ----------        ---------      ---------          ----------
              Operating loss                               $ (393,672)       $ (54,000)     $ (52,086)         $ (499,758)
                                                           ==========        =========      =========          ==========
              Total assets                                 $1,096,231        $ 433,000      $ 352,383          $1,881,614
                                                           ==========        =========      =========          ==========

              2000
              ----
              Net sales                                                      $ 369,900                         $  369,900
                                                                             ---------                         ----------
              Operating expenses:
                 Depreciation of property
                    and equipment                                               29,100                             29,100
                 Other operating expenses                  $  359,909          675,200      $   1,244           1,036,353
                                                           ----------        ---------      ---------          ----------
                        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
                                                           ==========        =========      =========          ==========

</TABLE>

                                    *  *  *


                                     F-19




<PAGE>





Item 8. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure

         None.

                                       13








<PAGE>





                                    Part III

Item 9. Directors, Executive Officers, Promoters and Control Persons

Directors and Executive Officers

         The following persons are our executive officers and directors:

<TABLE>
<CAPTION>
  Name                       Age                Positions with our Company
  ----                       ---                --------------------------
<S>                          <C>     <C>
  Nasser Nassiri............ 39      President, Chief Executive Officer and Chairman of
                                     the Board
  Yuhko Grossman............ 37      Secretary, Treasurer and Director
  Jean Darondel............. 59      Director
</TABLE>

         Nasser Nassiri. Mr. Nassiri has been the President, Chief Executive
Officer and Chairman of the Board of our company since 1997. 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 Grossman. Ms. Grossman is Secretary, Treasurer and a director of
the Company. Ms. Grossman 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. Grossman 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. Grossman holds degrees from Simon Fraser
University in Modern European History, Political Science and Physics.

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

Board of Directors

         All of our directors serve until the next annual meeting of
stockholders or until their successors are duly elected and qualified. All of
our officers serve at the discretion of the board of directors. There are no
family relationships among the directors and executive officers.

Scientific Advisory Board

         We also have a scientific advisory board to aid us in the strategic
development of our products. The following list of people are the members of the
scientific advisory board:

         Prof. Jean-Pierre Ouhayoun is a doctor of dental surgery and Professor
and Chairman of the Department of Periodontology at the University of Paris
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. 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.

                                       14






<PAGE>





         Dr. Rosy Eloy is the former Vice President of the Administrative
Council of INSERM, is Director of Biomatech, a French company that tests and
evaluates biomaterials and pharmaceutical products.

         Dr. Jean Darondel, a director of our company, is also a member of the
scientific advisory board.

         Mr. Roland Schmitthauesler is currently part of the National Center of
Blood Transfusion in France. He is the former Chief of the Laboratory of the
Plasma Unit at the CRTS in Strasborg. Mr. Roland Schmitthauesler has been
associated with the development of Biocoral's autologous glue since 1991.

         Dr. Genevieve Guillemin is a scientist and director of CNRS (French
National Center of Scientific Research). Dr. Guillemin co-filed the original
1979 patent for Biocoral'r' and still participates in the development of
Biocoral.

         Dr. Yves Cirotteau is an orthopedic and traumatologic surgeon.  He is a
member of the SOFCOT (French Orthopaedic and Traumatologic Society), Hip and
Knee Society and AAAS (American Association for Advancement of Science).  Dr.
Cirotteau is the principal inventor of Biocoral'r' applications in curative and
preventive treatments of osteoporotic fractures and is involved in its
development.

         None of our executive officers or directors is employed pursuant to an
agreement with us; however, we have engaged Mr. Nassiri as a consultant pursuant
to a consulting agreement in September 1997. This agreement expired in 2000 and
was renewed for two (2) years until August 30, 2002.

         The business address for each of our executive officers and directors
is 38 rue Anatole France, 92594 Levallois Perret Cedex, France.

Limitation on Liability of Directors

         As permitted by Delaware law, our certificate of incorporation includes
a provision which provides that a director shall not be personally liable to us
or our 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 us or
our 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 consequence of this provision, our stockholders 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 our right, or the
right of any stockholder, to obtain an injunction or any other type of
non-monetary relief in the event of a breach of fiduciary duty. We believe this
provision will assist in securing and retaining qualified persons to serve as
directors.

Compliance With Section 16(a) Of The Securities Exchange Act of 1934

         Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers, and persons who own
more than ten percent of a registered class of the Company's Common Stock, to
file with the Securities and Exchange Commission initial reports of ownership
and reports of changes in ownership of the Common Stock of the Company.
Officers, directors and greater than ten percent stockholders are required by
SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file. To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 2000, all
Section 16(a) filing requirements applicable to its officers and directors have
been complied with.

Item 10. Executive Compensation

          Presently, none of our executive officers receive any salary. However,
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 was 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 two years to
August 30, 2002 with the same conditions as the Agreement. Through December 31,
2001, Mr. Nassiri has deferred receipt of any cash compensation pursuant to his
Consulting Agreement.

Stock Option Plan

         On May 4, 1992, the Company adopted a stock option plan pursuant to
which it was originally authorized to grant options to purchase up to 2,000,000
shares of common stock. On April 16, 2001, the Company became authorized to
grant options to purchase up to 20,000,000 shares.

                                       15






<PAGE>





         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 2,000 shares of the Company's common stock at an exercise
price of $10.00 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 5,000 shares of the Company's
common stock at an exercise price of $4.00 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.

         As of December 31, 2000, the Company had granted options to employees
to purchase of 16,000 shares of common stock at a weighted average exercise
price of $6.25 per share. On May 1, 2001, the Company granted options to members
of the Board of Directors to purchase 500,000 (200,000 to Mr. Nassiri and
150,000 each to Mr. Darondel and Ms. Grossman) shares of common stock at an
exercise price of $6.00 per share which exceeded the fair market value per share
as of that date. No other options were granted and no options were cancelled or
exercised during the nine months ended September 30, 2001 and, accordingly,
options to purchase 516,000 shares of common stock remained outstanding and
options for the purchase of 19,484,000 shares were available for grant at
September 30, 2001.

Aggregate Option Exercises and Fiscal Year-End Option Values

         No options issued by the Company were 'in-the-money' in fiscal 2001.

         The following table lists the number of securities underlying
unexercised options at December 31, 2001.

<TABLE>
<CAPTION>
                                                                         NUMBER OF
                                                                         SECURITIES         VALUE OF
                                                                         UNDERLYING       UNEXERCISED
                                                                        UNEXERCISED       IN-THE-MONEY
                                                                          OPTIONS           OPTIONS
                                               SHARES                    AT FY-END         AT FY-END
                                              ACQUIRED      VALUE       EXERCISABLE/      EXERCISABLE/
                     NAME                    ON EXERCISE   REALIZED   UNEXERCISABLE(1)   UNEXERCISABLE
                     ----                    -----------   --------   ----------------   -------------
<S>                                               <C>         <C>        <C>                   <C>
Nasser Nassiri.............................       --          --         7,000/ --             --
Jean Darondel..............................       --          --         2,000/ --             --
Yuhko Grossman.............................       --          --         5,000/ --             --
</TABLE>

(1) Per share information has been retroactively adjusted for the 1-for-50
    reverse stock split approved on April 16, 2001.

Director Compensation

         Our directors do not receive compensation for their services as
directors, but are reimbursed for all reasonable out-of-pocket expenses incurred
in connection with each board meeting attended.

Item 11. Security Ownership of Certain Beneficial Owners and Management

         The following table sets forth certain information known to us with
respect to the beneficial ownership of our common stock as of April 15, 2002 by:

         o        all persons who are beneficial owners of five percent (5%) or
                  more of our common stock;

         o        each of our directors;

                                       16






<PAGE>





         o        each of our named executive officers; and

         o        all current directors and executive officers as a group.

         Except as otherwise indicated, and subject to applicable community
property laws, the persons named in the table below have sole voting and
investment power with respect to all shares of common stock held by them.

         Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of common stock subject to options held by that person that are currently
exercisable or exercisable within 60 days of April 15, 2002 are deemed
outstanding. Such shares, however, are not deemed outstanding for the purpose of
computing the percentage ownership of any other person.

         Unless otherwise noted, the business address of the beneficial owner is
c/o Biocoral, Inc., 38 rue Anatole France, 92594 Levallois Perret Cedex, France.

<TABLE>
<CAPTION>
                                                AMOUNT AND NATURE
                                                   OF BENEFICIAL
                                                  OWNERSHIP AS OF   PERCENT OF
NAME AND ADDRESS OF BENEFICIAL                        APRIL 15,     SHARES IN
OUTSTANDING OWNER                 TITLE OF CLASS       2002(2)      CLASS(2)
---------------                  --------------        -------     -----------
<S>                                <C>                <C>           <C>
Jean Darondel ..................   Common Stock       152,000       0.79%
  38 rue Anatole France,
  92594 Levallois Perret Cedex,
  France

Yuhko Grossman .................   Common Stock       155,000       0.8%
  38 rue Anatole France,
  92594 Levallois Perret Cedex,
  France

Nasser Nassiri .................   Common Stock       207,000       1.07%
  38 rue Anatole France,
  92594 Levallois Perret Cedex,
  France

All officers and directors
as a group                         Common Stock       514,000       2.66%
</TABLE>

(1)  Includes for each of Messrs. Darondel, Grossman and Nassiri, options to
     purchase 152,000 shares, 155,000 shares and 207,000 shares of common stock,
     respectively, exercisable within 60 days.

(2)  Based upon 19,273,601 shares of common stock outstanding.

Item 12. Certain Relationships and Related Transactions

         None

                                       17







<PAGE>






Item 13. Exhibits and Reports on Form 8-K.

     (a)  Unless otherwise indicated, the following is a list of exhibits filed
          as a part of this annual report:

Exhibit
Number                                    Description of Document

     3.1  Certificate of Incorporation(1)

     3.2  By-laws(1)

     3.3  Amendment No. 1 to the Certificate of Incorporation(2)

     3.4  Amendment No. 2 to the Certificate of Incorporation(3)

     4.1  Form of Company's 3 year 8% Convertible Redeemable Debenture due
          December 31, 2001(4)

     21.1 Subsidiaries(5)


     (1)  Incorporated by reference to Exhibit 3.1 to the Company's Form 10-SB
          Registration Statement filed with the Commission on February 25, 1994,
          as amended.

     (2)  Incorporated by reference from Amendment No.1 to the Company's Form
          10-SB filed with the Commission on April 18, 1994.

     (3)  Incorporated by reference to Exhibit 10.21 to the Company's Annual
          Report on Form 10-KSB filed December 27, 1996.

     (4)  Incorporated by reference from the Company's Annual Report on Form
          10-KSB filed April 16, 2001.

     (5)  Incorporated by reference from the Company's Annual Report on Form
          10-KSB filed April 17, 1998.

     (b)  During the fourth quarter of 2001, we filed no current reports on Form
          8-K.

                                       18







<PAGE>




                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, on April 15, 2002.

                                     BIOCORAL, INC

                                     By: /s/ Nasser Nassiri
                                         --------------------------------------
                                         Nasser Nassiri
                                         President, Chief Executive Officer and
                                         Principal Accounting Officer

         In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities indicated.

<TABLE>
<CAPTION>
Signature                              Title                               Date
---------                              -----                               ----
<S>                         <C>                                       <C>
/s/ Nasser Nassiri          President, Chief Executive Officer        April 15, 2002
------------------          and Chairman of the Board of
   Nasser Nassiri           Directors (Principal Executive
                            Officer and Principal Accounting
                            Officer)


/s/ Yuhko Grossman          Secretary, Treasurer and Director         April 15, 2002
------------------
  Yuhko Grossman

/s/ Jean Darondel           Director                                  April 15, 2002
-----------------
  Jean Darondel
</TABLE>

                                       19




                           STATEMENT OF DIFFERENCES

The registered trademark symbol shall be expressed as....................    'r'