<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------
                                   FORM 10-K/A
                               Amendment No. 1 to
         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 2000      Commission file number 0-22011

                                Bionutrics, Inc.
                                ----------------
             (Exact name of registrant as specified in its charter)

              Nevada                                      86-0760991
              ------                                      ----------

  (State or other jurisdiction of                      (I.R.S. employer
  incorporation or organization)                      identification no.)

            2425 E. Camelback Road, Suite 650, Phoenix, Arizona 85016
            ---------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

               Registrant's telephone number, including area code:
                                 (602) 508-0112

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

                                      None
                                      ----
                              (Title of each Class)

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

                     Common Stock, par value $.001 per share
                     ---------------------------------------
                                (Title of class)

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

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

      As of January 11, 2001, the aggregate market value of the voting common
stock held by non-affiliates of the registrant, computed by reference to the
closing sales price of such stock as of such date on the Nasdaq SmallCap Market,
was $5,533,792. Shares of Common Stock held by each officer and director and by
each person who owned 10% or more of the outstanding Common Stock have been
excluded in that such persons may be deemed to be affiliates. This determination
of affiliate status is not necessarily conclusive and may not apply for other
purposes.

      As of January 11, 2001, there were 22,421,252 shares of the registrant's
Common Stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

      Portions of registrant's definitive Proxy Statement for its 2001 Annual
Meeting of Stockholders are incorporated by reference in Part III, Items 10 and
11, hereof.
<PAGE>
                                Explanatory Note

      This amendment on Form 10-K/A of Bionutrics, Inc. includes certain
revisions to historical financial data and related descriptions but is not
intended to update other information presented in the report on Form 10-K as
originally filed. This amendment speaks as of the end of the fiscal year 2000 or
as of the date of filing the original Form 10-K as required. The amendment
reflects the restatement of the Company's financial statements for the years
ended October 31, 2000, 1999, and 1998, related to accounting for certain
receivables, stock transactions, and a joint venture. See Note 14 to our
consolidated financial statements for further discussion of this matter. This
Amendment on Form 10-K/A amends the items listed below in the Company's Annual
Report on Form 10-K filed on January 17, 2001, for the year ended October 31,
2000.


      Part II

            Item 6      Selected Financial Data

            Item 7      Management's Discussion and Analysis of Financial
                        Condition and Results of Operations

            Item 8      Financial Statements and Financial Statement Schedule

      Part IV

            Item 14     Exhibits, Financial Statements and Reports on Form 8-K
<PAGE>
                                     PART II

ITEM 6.      SELECTED CONSOLIDATED FINANCIAL DATA

      The following selected financial data should be read in conjunction with
the Company's consolidated financial statements and the related notes and with
the Company's management's discussion and analysis of financial condition and
results of operations, provided elsewhere herein. See Item 14, "Exhibits,
Financial Schedules and Reports on Form 8-K," for the historical financial
statements of, and other financial information regarding, the Company. This
selected financial data contains certain financial information that has been
restated. See Note 14 to our consolidated financial statements for further
discussion of this matter.


<TABLE>
<CAPTION>
                                                                        YEAR ENDED
                                                                         OCTOBER 31,
                                  --------------------------------------------------------------------------------------------
                                      2000                1999                1998                1997                1996
                                  ------------        ------------        ------------        ------------        ------------
                                 (AS RESTATED)        (AS RESTATED)      (AS RESTATED)       (AS RESTATED)
<S>                               <C>                 <C>                 <C>                 <C>                 <C>
Statement of Earnings Data:
Gross Revenues                    $    355,624        $  3,689,747        $  6,653,904        $  2,862,843        $     20,000
Net Revenues                      $    134,079        $  3,131,485        $  6,351,278        $  2,427,119        $     20,000
Cost of Sales                     $    165,042        $  2,334,839        $  7,259,015        $  5,013,751        $          0
Gross Profit (Loss)               $    (30,963)       $    796,646        $   (907,737)       $ (2,586,632)       $     20,000
Operating Expenses                   2,952,233           5,813,116          10,794,811          10,022,163           2,996,880
Other Income (Expense)                (162,660)         (391, 193)           2,426,291             266,929             (30,667)
Net Loss                            (3,145,856)         (5,407,663)         (9,276,257)        (12,341,866)         (3,007,547)
Basic and Diluted Loss Per        $       (.15)       $       (.26)       $       (.50)       $       (.77)       $       (.26)
Share(1)

Weighted Average Shares
   Outstanding(1)                   20,948,968          20,714,652          18,716,757          16,042,785          11,564,327
Balance Sheet Data:
Working Capital (Deficit)         $ (1,615,238)       $   (312,490)       $    651,814        $    560,525        $  4,739,882
Total Assets                         4,385,989           5,044,777          10,537,524          13,831,952           6,217,348
Total Liabilities                    2,506,430           1,719,212           2,995,647           4,782,726             936,478
Stockholders equity                  1,879,559           3,325,565           7,541,877           9,036,319           5,280,870
</TABLE>


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

(1) These shares do not include 5,991,811, 5,360,145, 4,957,978, 2,749,577 or
2,128,144 shares of Common Stock for the years ended October 31, 2000, 1999,
1998, 1997 and 1996, respectively, that may be issued upon exercise of
outstanding stock options, warrants and convertible preferred stock as they are
antidilutive.


                                       1
<PAGE>
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

The following discussion of the Company's financial condition and results of
operations as well as certain statements and information under Item 1 "Business"
include certain forward looking statements. When used in this report, the words
"expects," "intends," "plans" and "anticipates" and similar terms are intended
to identify forward looking statements that relate to the Company's future
performance. Such statements involve risks and uncertainties. The Company's
actual results may differ materially from the results discussed here. Factors
that might cause such a difference includes, but is not limited to, those
discussed under "Business - Special Considerations."

      THE MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS PRESENTED BELOW REFLECTS CERTAIN RESTATEMENTS TO OUR
PREVIOUSLY REPORTED RESULTS OF OPERATIONS FOR THESE PERIODS. SEE NOTE 14 TO THE
CONSOLIDATED FINANCIAL STATEMENTS FOR A DISCUSSION OF THIS MATTER.


INTRODUCTION

    Results of operations for fiscal 2000 reflect Bionutrics, Inc., continuing
its efforts to reposition the Company as a product development company. Prior to
1997, management's efforts had been primarily directed toward conducting
research and development, applying for patent approvals, developing
manufacturing and distribution arrangements for its dietary supplement product
and obtaining initial capital and financing to fund these activities.

    Bionutrics (formerly NutraGenics, Inc. until December 26, 1996) completed a
merger with LipoGenics, Inc., a Delaware corporation ("LipoGenics") on October
31, 1996, and LipoGenics became a wholly owned subsidiary of the Company. The
merger with LipoGenics was accounted for in a manner similar to a
pooling-of-interest and as such Bionutrics's accounts reflect the historic
operations of LipoGenics. Bionutrics issued 2,092,743 shares in connection with
the merger. Pursuant to the merger, Bionutrics obtained ownership of certain
proprietary rights related to dietary supplements previously licensed to it by
LipoGenics and acquired ethical drug (a regulated pharmaceutical), functional
food and other dietary supplement rights owned by LipoGenics.

    On October 31, 1997, Nutrition Technology Corporation ("Nutrition
Technology"), a subsidiary of Bionutrics, completed a forward triangular merger
of a subsidiary of Nutrition Technology with InCon Technologies Inc., a
specialty chemical processing company in Illinois, ("InCon"). InCon became a
wholly owned subsidiary of Nutrition Technology. The merger with InCon was
accounted for as a purchase and Bionutrics issued 1,400,000 shares in connection
with the merger. In connection with the merger, the edible oil plant sales and
consulting business formerly conducted by an InCon affiliate was transferred to
InCon International Ltd., a wholly-owned subsidiary of Bionutrics, and specialty
vitamin E technology relating to soluble and powder vitamin E owned by another
affiliate was transferred to InCon.

      In 1997, the Company launched its first product evolvE(R), a proprietary,
tocotrienol cardiovascular health promoting dietary supplement, which attained
distribution in 40,000 stores nationwide. In addition, it commenced operations
at a 50,000 square foot rice bran extraction facility in Louisiana. The
Company's business plan at the time provided for the infusion of additional
capital to support the market launch of evolvE and growing the infrastructure to
maintain it. Funding delays prompted the Company in 1998 to revise the business
plan to accommodate financial constraints. Under the revised business plan,
management has sought marketing and manufacturing partners for the Company's
products and has focused efforts on the core competency of the Company, that is,
the creation of new proprietary, biologically active ingredients. Consistent
with this course of action, the Company also decided to seek a partner to take
over its rice bran processing operation on a profit sharing basis.


                                       2
<PAGE>
      To this end, in 1998 the company entered into a strategic manufacturing
partnership with Associated British Foods, North America/ACH Food Companies,
Inc. ("ABF"), which made a substantial investment in Bionutrics' stock. The
Company's objective is to employ its technology as a platform for 1) ABF to
manufacture value-added micronutrients and nutritional commodities derived
through secondary processing of food processing by-products, and 2) to market
proprietary functional nutrition ingredients based on these micronutrients
through strategic partnerships. Bionutrics' goal is to leverage its core
competency to obtain revenue from both the manufacturing and marketing of these
value-added micronutrients and nutritional commodity product streams.

      To streamline operations and cut costs, late in 1998 the Company sold its
rice bran extraction operation together with related technology to the ABF
subsidiary, ACH (formerly AC HUMKO), for approximately $4.5 million. Bionutrics
also reduced its employee base by one-half as part of a restructuring of the way
the Company markets its principal product, evolvE(R).


    In 1999, the Company reduced its manufacturing exposure by merging its
molecular separation operation, InCon, with ACH to create a new joint venture
company, InCon Processing, LLC. InCon transferred substantially all of its
assets to the newly formed LLC for which it received a payment of $3,000,000 and
a 50% interest in the new company. The formation of this venture allowed the
Company to more ably avail itself of the research and development capacity of
InCon for specialty processing without being encumbered by capital requirements
of the operation of for new facilities.

      Since the Company's early days as a development stage company, through the
current fiscal year, it has received an opinion noting the substantial doubt
about our ability to continue as a going concern from its independent auditors
due to the significant recurring operating losses. However, the Company is
working towards resolving the conditions giving rise to this opinion through the
efforts outlined above.

      The Company has reduced its monthly negative cash flow to less than
$250,000 from approximately $1,000,000 during 1998. Management believes the
strategy of partnering manufacturing and marketing to leverage our core
competency of product development is correct at a time when the functional
nutrition market is witnessing such an explosive awakening and growth. We also
believe that by reducing our labor and infrastructure costs and focusing on
strategic partnerships for revenue generation, we will see significant
improvement in the Company's financial condition in the coming year. If the
Company is not successful in its efforts to secure strategic partnerships to
provide the Company with substantial revenues, management anticipates that
operating losses will continue for the foreseeable future.

RESULTS OF OPERATIONS

YEAR ENDED OCTOBER 31, 2000, COMPARED TO YEAR ENDED OCTOBER 31, 1999

    Consolidated gross revenues for the 12 months ended October 31, 2000 were
$356,000 versus $3,690,000 for the same 12 months in 1999, summarized by
subsidiary as follows (intercompany sales excluded):


<TABLE>
<CAPTION>
            Subsidiary                           2000                 1999
    ----------------------------              --------             ----------
<S>                                           <C>                  <C>
InCon Technologies ......................     $      0             $2,729,000

Bionutrics Health Products ..............      247,000                835,000
</TABLE>


                                       3
<PAGE>
<TABLE>
<S>                                           <C>                  <C>
Nutrition Technology ....................            0                105,000

LipoGenics ..............................      109,000                 21,000
                                              --------             ----------

Total Consolidated Gross Revenues .......     $356,000             $3,690,000
                                              ========             ==========
</TABLE>

    In June 1999, InCon transferred substantially all of its assets to InCon
Processing. Therefore, InCon's revenues for the 12 months ended October 31, 2000
are zero as compared to the same period in 1999. As a result of its investment
in InCon Processing, the Company will be entitled to 50% of the future profits,
if any, but it is anticipated that InCon Processing will retain the cash
generated from operations for the foreseeable future to expand and develop its
business.

    Bionutrics Health Products revenues reflect the sales of its first product,
evolvE(R), as well as revenues related to product development activities during
fiscal year 2000. As of the 12 months ended October 31, 2000, evolvE(R)
maintained distribution in over 10,000 stores including many leading drug and
food chains throughout the United States. The Company also sells the product
directly to the consumer via the Internet. Nonetheless, sales of evolvE(R) have
been less than anticipated and declining because the Company was forced to cut
back on budgeted advertising and promotions for the product due to delays in
raising capital during this and prior periods. In addition, some customers have
returned the product due to low volume activity. The provision for returns
account for the year ended October 31, 1999 includes a one-time charge of
$125,000, to increase the allowance account for the possible returns resulting
from the advertising cut back and resulting product expiration. The Company
recognizes that a substantial advertising program is necessary to achieve growth
in the evolvE(R) product line, and that failure to show positive sales trends
will have a negative impact on obtaining and maintaining distribution store
accounts. The Company is seeking a marketing partner to provide the resources
needed to properly market and promote the evolvE(R) brand and other anticipated
dietary supplements and functional food products. The Company is engaged in
discussions with several potential marketing partners involving the present and
future brand products.

    Nutrition Technology is substantially inactive. Gross revenues reflected in
fiscal 1999 represent remaining byproducts sold out of inventory. In August of
1998, the Company entered into a contract with ACH which provided: (i) for the
sale of certain rice bran oil and processing assets to ACH; (ii) for the
development of rice bran oil and other derivative products whereby Bionutrics
will receive a perpetual profit sharing interest; and (iii) for a supply
agreement where ACH will provide rice bran-derived ingredients. All elements of
the alliance with ACH were executed on or before October 31, 1998.

    LipoGenics revenues are attributable to a Phase I Small Business Innovation
Research (SBIR) grant from the National Heart, Blood and Lung Institute. This
grant was received during the fourth quarter of fiscal 1999 and was concluded
during fiscal 2000. Revenues shown for both periods relate to this grant.


      Cost of revenues for the 12 months ended October 31, 2000, was $165,000
versus $2,335,000 for the same 12 months in 1999. This reduction is primarily
due to the new 50/50 joint venture entered into with ACH, which substantially
took over all of the business engaged in by InCon. Due to this transaction which
occurred during fiscal 1999, cost of revenues decreased $2,170,000 for fiscal
2000 as compared to fiscal 1999.

      Operating expenses for the 12 months ended October 31, 2000 of $2,952,000
were $2,861,000 lower than that recognized for the same 12 months in 1999 of
$5,813,000. This reduction is primarily due to the 50/50 joint venture entered
into during the third quarter of 1999 with ACH as well as significantly reduced
advertising and salaries expense and a cost containment program.


                                       4
<PAGE>
      Other expense for the 12 months ended October 31, 2000 was $163,000
compared to the prior years' expense of $391,000. The current year includes
certain non-recurring income items. Both years reflect our 50% share of the net
loss recognized by InCon Processing.

      Net loss decreased to $3,146,000, or $.15 per share for the 12 months
ended October 31, 2000 from $5,408,000, or $.26 per share for the 12 months
ended October 31, 1999 due primarily to lower cost of revenues and operating
expenses as outlined above.

YEAR ENDED OCTOBER 31, 1999, COMPARED TO YEAR ENDED OCTOBER 31, 1998

    Consolidated gross revenues for the 12 months ended October 31, 1999 were
$3,690,000 versus $6,654,000 for the same 12 months in 1998, summarized by
subsidiary as follows (intercompany sales excluded):


<TABLE>
<CAPTION>
          Subsidiary                       1999             1998
      --------------------              ----------       ----------
<S>                                     <C>              <C>
InCon Technologies ..............       $2,729,000       $4,104,000

Bionutrics Health Products ......          835,000        2,190,000

Nutrition Technology ............          105,000          360,000

LipoGenics ......................           21,000                0
                                        ----------       ----------

Total Consolidated Gross Revenues       $3,690,000       $6,654,000
                                        ==========       ==========
</TABLE>

    InCon Technologies' gross revenues are primarily attributed to toll
processing of materials from a variety of customers. In June 1999, InCon
transferred substantially all of its assets to InCon Processing. InCon
Processing took over substantially all of the business currently engaged in by
InCon related to toll processing, molecular separation, and the design and sale
of molecular separation facilities. As a result of its investment in InCon
Processing, the Company will be entitled to 50% of the future profits, if any.
However, it is anticipated that InCon Processing will retain the cash generated
from operations for the foreseeable future to expand and develop its business.
Therefore, revenues for the 12 months ended 1999 are substantially reduced
compared to the same period 1998.

    Bionutrics Health Products revenues reflect the sales of its first product,
evolvE(R). As of the 12 months ended October 31, 1999, evolvE(R), offered in
three packages, was distributed by over 25,000 stores including many leading
drug and food chains throughout the United States. Nonetheless, sales of
evolvE(R) have been less than anticipated and declining because the Company was
forced to cut back on budgeted advertising and promotions for the product due to
delays in raising capital during this and prior periods. In addition, some
customers have returned the product due to low volume activity. The Company
recognizes that a substantial advertising program is necessary to achieve growth
in the evolvE(R) product line, and that failure to show positive sales trends
will have a negative impact on obtaining and maintaining distribution store
accounts. The Company is seeking a marketing partner to provide the resources
needed to properly market and promote the evolvE(R) brand and other anticipated
dietary supplements and functional food products. The Company is engaged in
discussions with several potential marketing partners involving the present and
future brand products.

    Nutrition Technology is substantially inactive. Gross revenues reflected in
both periods represent remaining byproducts sold out of inventory. In August of
1998, the Company entered into a contract with ACH which provided: (i) for the
sale of certain rice bran oil and processing assets to ACH; (ii) for the
development of rice bran oil and other derivative products whereby Bionutrics
will receive a perpetual profit sharing interest; and (iii)


                                       5
<PAGE>
for a supply agreement where ACH will provide rice bran-derived ingredients. All
elements of the alliance with ACH were executed on or before October 31, 1998.

    LipoGenics revenues are attributable to a Phase I Small Business Innovation
Research (SBIR) grant from the National Heart, Blood and Lung Institute. As this
is the first such grant received by LipoGenics, there are no revenues shown for
the same 12 months of the prior years.

      Cost of revenues for the 12 months ended October 31, 1999, was $2,335,000
versus $7,259,000 for the same 12 months in 1998. This reduction is due to lower
sales volume, reduced manufacturing costs from discontinuance of operations at
the West Monroe, Louisiana production facility, as well as the new 50/50 joint
venture entered into with ACH, which substantially took over all of the business
engaged in by InCon. Due to the aforementioned events, the reduction in
production costs resulted in the Company's first year of positive gross margin
for the 12 months ended October 31, 1999.

      Operating expenses for the 12 months ended October 31, 1999 of $5,813,000
were $4,981,000 lower than that recognized for the same 12 months in 1998 of
$10,794,000. This reduction is due to significantly reduced advertising and
salaries, cost containment programs, as well as the 50/50 joint venture entered
into during the third quarter of 1999 with ACH.

      Other expense for the 12 months ended October 31, 1999 was $391,000
compared to the prior years' income of $2,426,000. The prior years' income is
essentially attributable to the gain recognized on the sale of processing assets
to ACH from the West Monroe, Louisiana plant.

      Net loss decreased to $5,408,000, or $.26 per share for the 12 months
ended October 31, 1999 from $9,276,000, or $.50 per share for the 12 months
ended October 31, 1998 due primarily to lower cost of revenues and operating
expenses as outlined above.

LIQUIDITY AND CAPITAL RESOURCES

      Net cash used in operating activities during the 12-month period ended
October 31, 2000, was $1,857,000 as compared to $3,325,000 during the same
period in 1999. This decrease is due primarily to lower cost of revenues and
operating expenses.

      Net cash used in investing activities during the 12 months ended October
31, 2000, was $3,000 as compared to net cash provided of $2,583,000 during the
same period in 1999. Of the net $2,583,000 provided in 1999, $3,000,000
pertained to the new 50/50 joint venture with ACH wherein InCon transferred
substantially all of its assets to InCon Processing. The balance represents the
investment in the new joint venture as well as capital expenditures.

      Net cash provided by financing activities totaled $1,891,000 for the
12-month period ended October 31, 2000, versus net cash used of $282,000 for the
same period in 1999. The cash provided was from the sale of common stock and
short term loans for both years. The cash provided during 2000 reflects
$1,000,000 from the sale of common stock, $750,000 from a short-term loan from a
director and $150,000 from a bridge loan from an unrelated third party. The cash
provided during 1999 reflects $500,000 from the sale of common stock and
$200,000 from a short-term loan from a director. The net cash used during 1999
reflects the complete repayment of notes payable to directors of $982,000.

      The Company's consolidated financial statements have been prepared on a
going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company has
incurred cumulative operating losses of $35,051,000 through October 31, 2000,
which have been funded through the issuance of stock and debt. The losses
incurred to date, the uncertainty regarding the ability to raise additional
capital and the Company's inability to generate gross profits and positive cash
flows from


                                       6
<PAGE>
operations raise substantial doubt about whether the Company will be able to
continue as a going concern for a reasonable period of time.

      The consolidated financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset amounts or
the amounts and classification of liabilities that might be necessary should the
Company be unable to continue as a going concern. The Company's continuation as
a going concern is dependent upon its ability to generate sufficient cash flow
to meet its obligations on a timely basis, to maintain adequate financing, and
ultimately to attain successful operations.

      The Company will require additional financing at the beginning of the
third quarter of the current fiscal year. It will require at least $3,000,000 to
support its general working capital needs such as salaries and administrative
expenses for the next year as well as to fund the research and development costs
necessary to complete the launch of its recently developed products. If the
Company were in a position to begin phase II trials, it would require at least
an additional $500,000. The Company is currently in negotiations to secure this
necessary capital through debt financing. The Company is also currently seeking
equity financing through private placements to act as a short-term bridge while
completing the debt financing. Such additional financing may not be attainable,
or attainable on terms acceptable to the Company. Access to additional capital
will depend substantially upon prevailing market conditions, and the financial
condition of and prospects for the Company at the time.

      If the Company's stock price and trading volume stay at current levels, it
will only be able to draw down the minimum amount of $100,000 during each of the
draw down periods under the common stock purchase agreement. Should this occur,
it is anticipated that the Company's available cash resources will meet its
requirements for only the next month. The Company does not anticipate exercising
its right to draw down the equity line at the current stock price and trading
volume. The Company is only permitted to exercise a draw down every 29
consecutive trading days, which at current prices and volume would result in
aggregate proceeds of $900,000.

      The Company is continuing its efforts to reposition itself as a product
development company and, as such, is engaged in discussions with several
potential marketing partners involving evolvE(R) and future branded products,
including dietary supplements and functional food ingredients.

ITEM 8. FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

      Reference is made to the Consolidated Financial Statements, the Notes
thereto and Independent Auditors' Report thereon commencing at Page F-1 of this
Report, which Consolidated Financial Statements, Notes and Report are included
herein by reference.


                                       7
<PAGE>
                                    PART III

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

  (a)     Exhibits:

<TABLE>
<S>                 <C>
          3.1       Restated Articles of Incorporation (1)

          3.2       Articles of Amendment to the Articles of Incorporation (1)

          3.3       Bylaws (1)

          4.1       Form of Certificate evidencing shares of Common Stock (1)

          10.1      Option granted to Hunt-Wesson, Inc. by LipoGenics, Inc.,
                    dated July 1992 (1)

          10.2      Agreement dated October 1995 between the Company and Milton
                    Okin, Kenneth Okin, Robert Okin and Nicki Closset and
                    Amendment to Agreement dated October 1995 (1)

          10.3      Agreement between the Company and C. Everett Koop for the
                    purchase of 20,000 shares of Common Stock and the issuance of
                    180,000 options dated October 1995 (1)

          10.4      Additional Secured Loan Agreement dated March 1996 between
                    the Company and Milton Okin (1)

          10.6      Stock Purchase Agreements dated September 16, 1996 and October
                    31, 1996 between the Company and Spanswick Limited(1)

          10.7      1996 Stock Option Plan, as amended through March 26, 1998 (7)

          10.8      Form of Stock Purchase Agreement and Subscription Application
                    entered into between the Company and certain European investors
                    in January and March 1997 pursuant to Regulation S (3)

          10.9      Form of Stock Purchase Agreement entered into between the
                    Company and an institutional investor in September 1997 (3)

          10.10     Form of Stock Purchase Agreement and Note between the Company
                    and two overseas investors in October 1997 (3)

          10.11     Employment Agreement between the Registrant and John R.
                    Palmer (3)

          10.13     Agreement and Plan of Merger by and among InCon Technologies,
                    Inc., InCon Holdings, LLC, Bionutrics, Inc. and BNRX, Inc.(2)

          10.14     Stock Purchase Agreement dated as of August 14, 1998, between
                    the Registrant and AC HUMKO CORP.(4)

          10.15     Warrant Agreement dated as of August 14, 1998, between the
                    Registrant and AC HUMKO CORP.(4)

          10.16     Technology Agreement dated as of August 14, 1998, between AC
                    HUMKO CORP. and Bionutrics Entities (filed in redacted format
                    pursuant to a confidential treatment request) (5)

          10.17     Exclusive Supply Agreement dated as of August 14, 1998,
                    between AC HUMKO CORP. and Bionutrics Entities (filed in
                    redacted format pursuant to a confidential treatment request)
                    (5)

          10.19     Form of Asset Purchase Agreement dated as of October 1998
                    between AC HUMKO CORP. and Bionutrics Entities (6)

          10.20     Warrant Agreement for the purchase of 100,000 shares of
                    Common Stock between the Company and William M. McCormick
                    dated August 7, 1998 (7)

          10.21     Warrant Agreement for the purchase of 600,000 shares of
                    Common Stock between the Company and William M. McCormick
                    dated August 7, 1998 (7)

          10.22     Stock Purchase Agreement and Common Stock Purchase Warrants
                    dated January 28, 1999 between Ropart Investments, LLC and the
                    Company (8)

          10.23     Warrant Certificates dated April 27, 1999 issued to Gary J.
                    Shemano, Mart Bailey and Michael Jacks for an aggregate of
                    100,000 shares of Common Stock and Warrant Agreement effective
                    April 9, 1998 between The Shemano Group and the Company (8)
</TABLE>


                                       8
<PAGE>
<TABLE>
<S>                 <C>
          10.24     Master Formation Agreement for InCon Processing, LLC among AC
                    HUMKO CORP., InCon Technologies, Inc., InCon International,
                    Inc., Nutrition Technology Corp., and Bionutrics, Inc., dated
                    June 25, 1999 (filed in redacted format pursuant to a
                    confidential treatment request) (9)

          10.25     Members Agreement for InCon Processing, LLC, between AC HUMKO
                    CORP. and InCon Technologies, Inc., dated June 5, 1999 (filed
                    in redacted format pursuant to a confidential treatment request)
                    (9)

          10.26     First Amendment to Agreement for Purchase and Sale of Assets (9)

          10.27     Warrant Agreement for the purchase of 30,000 shares of Common
                    Stock between the Company and IK Biotech, Inc. dated as of
                    March 19, 1998.

          10.28     Warrant Agreement for the purchase of 100,000 shares of Common
                    Stock between the Company and Cameron Associates Inc. dated as
                    of November 23, 1998.

          10.29     Promissory note for $500,000 dated December 22, 1999 between
                    Milton Okin and the Company (10)

          10.30     Common Stock Purchase Agreement dated September 7, 2000 between
                    the Company and Justicia Holdings Limited (11)

          10.31     Registration Rights Agreement dated September 7, 2000 between
                    the Company and Justicia Holdings Limited (11)

          10.32     Escrow Agreement dated September 7, 2000 among the Company,
                    Justicia Holdings Limited and Epstein, Becker & Green P.C. (11)

          10.33     Form of Stock Purchase Warrant pursuant to Common Stock
                    Purchase Agreement dated September 7, 2000 (11)

          10.34     Promissory note for $250,000 dated June 19, 2000 between
                    Milton Okin and the Company

          10.35     Common Stock Purchase Agreement dated September 20, 2000
                    between the Company and AMRO International, S.A. (12)

          10.36     Registration Rights Agreement dated September 20, 2000 between
                    the Company and AMRO International, S.A. (12)

          10.37     Escrow Agreement dated September 20, 2000 among the Company,
                    AMRO International, S.A. and Epstein, Becker & Green P.C. (12)

          10.38     Warrant Agreement for the purchase of 50,000 shares of Common
                    Stock dated September 20, 2000 between the Company and AMRO
                    International, S.A. (12)

          10.39     Common Stock Purchase Agreement dated October 25, 2000 between
                    the Company and Tamarack International Limited (12)

          10.40     Warrant Agreement for the purchase of 50,000 shares of Common
                    Stock dated October 25, 2000 between the Company and Tamarack
                    International Limited (12)

          10.41     Series A Convertible Preferred Stock Acquisition Agreement
                    dated October 27, 2000 between the Company and Milton Okin (12)

          10.42     Common Stock Acquisition Agreement dated October 28, 2000
                    between the Company and Macropower Development Limited (12)

          10.43     First Modification to the Master Formation Agreement for InCon
                    Processing, LLC, entered into October 30, 2000 among ACH Food
                    Companies, Inc. (formerly AC HUMKO CORP.), InCon
                    Technologies, Inc., InCon International, Inc., Nutrition
                    Technology Corp. and Bionutrics, Inc. (12)

          10.44     First Modification to the Members Agreement for InCon
                    Processing, LLC, entered into October 30, 2000 among ACH Food
                    Companies, Inc. (formerly AC HUMKO CORP.), InCon Technologies,
                    Inc. and Bionutrics, Inc. (12)

          10.45     Common Stock Acquisition Agreement dated October 30, 2000
                    between the Company and ACH Food Companies, Inc. (formerly AC
                    HUMKO CORP.) (12)

          10.46     Warrant Agreement for the purchase of 2,000,000 shares of
                    Common Stock dated October 30, 2000 between the Company and
                    ACH Food Companies, Inc. (formerly AC HUMKO CORP.) (12)
</TABLE>


                                        9
<PAGE>
<TABLE>
<S>                 <C>
          10.47     Common Stock Purchase Agreement dated December 20, 2000 by and
                    between the Company and Ropart Investments, LLC (12)

          10.48     Warrant Agreement for the purchase of 70,000 shares of Common
                    Stock dated December 20, 2000 between the Company and Ropart
                    Investments, LLC (12)

          21        Subsidiaries of the Company

          23.1      Consent of Deloitte & Touche
</TABLE>


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

(1)   Incorporated by reference to Registrant's Form 10 filed with the
      Commission on or about January 21, 1997.

(2)   Incorporated by reference to Registrant's Form 8-K filed with the
      Commission on or about November 7, 1997, as amended by Registrant's Form
      8-K/A filed with the Commission on or about January 30, 1998.

(3)   Incorporated by reference to Registrant's Form 10-K filed with the
      Commission on or about January 15, 1998, as amended by Registrant's Form
      10-K/A filed with the Commission on or about January 30, 1998.

(4)   Incorporated by reference to Registrant's Form 8-K filed with the
      Commission on or about August 31, 1998.

(5)   Incorporated by reference to Registrant's Form 8-K/A filed with the
      Commission on or about October 13, 1998.

(6)   Incorporated by reference to Registrant's Form 8-K filed with the
      Commission on or about October 21, 1998.

(7)   Incorporated by reference to Registrant's Form 10-K filed with the
      Commission on or about January 29, 1999.

(8)   Incorporated by reference to Registrant's Second Quarter Form 10-Q filed
      with the Commission on or about June 10, 1999

(9)   Incorporated by reference to Registrant's form 8-K filed with the
      Commission on or about July 12, 1999.

(10)  Incorporated by reference to Registrant's First Quarter Form 10-Q filed
      with the Commission on or about March 15, 2000

(11)  Incorporated by reference to Registrant's Third Quarter Form 10-Q filed
      with the Commission on or about September 13, 2000

(12)  Incorporated by reference to Registrant's Form 10-K filed with the
      Commission on or about January 17, 2001


                                       10
<PAGE>
(b)   Financial Statements filed as part of this Report:

           Consolidated Financial Statements and Supplemental Schedules as
      listed in the Index to Consolidated Financial Statements on Page F-1 of
      this Report.

(c)   Reports on Form 8-K:

           None

(d)   Financial Statement Schedules:

           Valuation and Qualifying Accounts


                                       11
<PAGE>
                                   SIGNATURES

      Pursuant to the requirement of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this Form 10-K/A to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                   BIONUTRICS, INC.

Date: January 17, 2002             By:/s/Ronald H. Lane
                                      --------------------------
                                         Ronald H. Lane
                                         President and Chief Executive
                                         Officer (Principal Executive Officer)



                                       12
<PAGE>
BIONUTRICS, INC. AND
SUBSIDIARIES

Restated Consolidated Financial
Statements as of October 31, 2000 and
1999, and for Each of the Three Years in
the Period Ended October 31, 2000, and
Independent Auditors' Report
<PAGE>
INDEPENDENT AUDITORS' REPORT


Board of Directors
Bionutrics, Inc.
Phoenix, Arizona

We have audited the consolidated balance sheets of Bionutrics, Inc. and
subsidiaries (the "Company") as of October 31, 2000 and 1999, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the three years in the period ended October 31, 2000. Our audits also
included the financial statement schedule listed in the Index at Item 8. These
financial statements and financial statement schedule are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements and the financial statement schedule 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, such consolidated financial statements present fairly, in all
material respects, the financial position of the Company at October 31, 2000 and
1999, and the results of its operations and its cash flows for each of the three
years in the period ended October 31, 2000 in conformity with accounting
principles generally accepted in the United States of America. Also, in our
opinion, such financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.

As discussed in Note 14 to the consolidated financial statements, the
accompanying consolidated financial statements have been restated.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company's operating losses since
inception, the uncertainty regarding the Company's ability to raise additional
capital, and the Company's inability to generate income and positive cash flows
from operations raise substantial doubt about its ability to continue as a going
concern. Management's plans concerning these matters are also described in Note
1. The consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.


Deloitte & Touche LLP

Phoenix, Arizona
December 8, 2000
  December 30, 2000 as to Note 13;
  December 26, 2001 as to the effects of the restatement discussed in Note 14


                                      F-1
<PAGE>
BIONUTRICS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
OCTOBER 31, 2000 AND 1999
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                       2000                1999
                                                                                                     (AS RESTATED, SEE NOTE 14)
<S>                                                                                               <C>                 <C>
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                                                       $    711,563         $    680,190
  Trade receivables - net of allowance for bad debts of $311,310 and $48,925, respectively              16,845              364,823
  Inventory (Note 3)                                                                                   100,401              259,489
  Prepaids and other current assets                                                                     62,383               99,942
                                                                                                  ------------         ------------

          Total current assets                                                                         891,192            1,404,444
                                                                                                  ------------         ------------

PROPERTY - Net of accumulated depreciation of $342,573 and $264,354, respectively (Note 4)              15,474               90,659
                                                                                                  ------------         ------------

OTHER ASSETS:
  Patents - net of accumulated amortization of $177,328 and $149,664, respectively                     392,137              419,801
  Investment in InCon Processing, L.L.C. (Note 10)                                                   3,087,186            3,129,873
                                                                                                  ------------         ------------

          Total other assets                                                                         3,479,323            3,549,674
                                                                                                  ------------         ------------

TOTAL                                                                                             $  4,385,989         $  5,044,777
                                                                                                  ============         ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                                                $    664,375         $    533,013
  Accrued liabilities                                                                                  939,777            1,175,275
  Current portion of notes payable (Note 5)                                                            902,278                8,646
                                                                                                  ------------         ------------

          Total current liabilities                                                                  2,506,430            1,716,934

NOTES PAYABLE  - Net of current portion (Note 5)                                                                              2,278
                                                                                                  ------------         ------------

          Total liabilities                                                                          2,506,430            1,719,212
                                                                                                  ------------         ------------

COMMITMENTS AND CONTINGENCIES (Notes 1, 6, 8, and 11)

STOCKHOLDERS' EQUITY (Note 6):
  Common stock, $.001 par value - authorized, 45,000,000 shares;
    issued, 21,471,252 and 20,812,774, respectively                                                     21,468               20,809
  Preferred stock, $.001 par value - authorized, 5,000,000 shares;
    no issued and outstanding shares
  Additional paid-in capital                                                                        36,296,324           32,166,750
  Warrants                                                                                             874,603            3,304,986
  Accumulated deficit                                                                              (35,311,633)         (32,165,777)
  Common stock in treasury - 1,202,886 shares at cost                                                   (1,203)              (1,203)
                                                                                                  ------------         ------------

          Total stockholders' equity                                                                 1,879,559            3,325,565
                                                                                                  ------------         ------------

TOTAL                                                                                             $  4,385,989         $  5,044,777
                                                                                                  ============         ============
</TABLE>


See notes to consolidated financial statements.


                                      F-2
<PAGE>
BIONUTRICS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED OCTOBER 31, 2000, 1999, AND 1998
------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                              2000                   1999                   1998
                                                          ------------           ------------           ------------
                                                          (As Restated,         (As Restated,           (As Restated,
                                                           see Note 14)          see Note 14)            see Note 14)
<S>                                                      <C>                    <C>                    <C>
REVENUES (Note 1):
  Revenue from services                                   $    209,098           $  2,516,554           $  3,999,408
  Revenue from product sales                                   146,526              1,173,193              2,654,496
                                                          ------------           ------------           ------------

          Total gross revenues                                 355,624              3,689,747              6,653,904

DISCOUNTS AND ALLOWANCES                                       221,545                558,262                302,626
                                                          ------------           ------------           ------------

NET REVENUES                                                   134,079              3,131,485              6,351,278

COST OF REVENUES                                               165,042              2,334,839              7,259,015
                                                          ------------           ------------           ------------

GROSS (LOSS) PROFIT                                            (30,963)               796,646               (907,737)
                                                          ------------           ------------           ------------

OPERATING EXPENSES:
  Selling, general, and administrative (Note 9)              2,836,833              5,445,046             10,362,505
  Research and development                                     115,400                368,070                432,306
                                                          ------------           ------------           ------------

          Total operating expenses                           2,952,233              5,813,116             10,794,811
                                                          ------------           ------------           ------------

OPERATING LOSS                                              (2,983,196)            (5,016,470)           (11,702,548)
                                                          ------------           ------------           ------------

OTHER (EXPENSE) INCOME:
  Net interest expense (Notes 5 and 9)                         (31,657)               (25,313)              (127,225)
  Other income (expense)                                       211,684                (30,237)
  Equity in losses of Incon Processing, L.L.C ..
    (Note 10)                                                  (42,687)               (70,127)
  Net (loss) gain on disposal of assets (Note 6)              (300,000)              (265,516)             2,553,516
                                                          ------------           ------------           ------------

           Other (expense) income - net                       (162,660)              (391,193)             2,426,291
                                                          ------------           ------------           ------------

NET LOSS                                                  $ (3,145,856)          $ (5,407,663)          $ (9,276,257)
                                                          ============           ============           ============


BASIC AND DILUTED NET LOSS PER
  COMMON SHARE                                            $      (0.15)          $      (0.26)          $      (0.50)
                                                          ============           ============           ============

SHARES USED IN THE COMPUTATION OF NET
  LOSS PER SHARE - BASIC AND DILUTED                        20,948,968             20,714,652             18,716,757
                                                          ============           ============           ============
</TABLE>


See notes to consolidated financial statements.


                                      F-3
<PAGE>
BIONUTRICS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED OCTOBER 31, 2000, 1999, AND 1998
------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                         COMMON STOCK         ADDITIONAL           WARRANTS
                                                                     ----------------------     PAID-IN      -------------------
                                                                       SHARES      AMOUNT       CAPITAL       SHARES      AMOUNT
<S>                                                                   <C>          <C>        <C>            <C>        <C>
BALANCE, NOVEMBER 1, 1997                                             17,814,205   $ 17,812   $ 26,501,567

  Issuance of common shares resulting from stock
    options exercised                                                      8,333          8         41,647
  Issuance of common  shares for cash at $8 per share
    (net of issuance costs), December 1997                                83,050         82        380,183
  Issuance of common shares for cash at $7.25 per share,
    February 1998                                                        413,793        414      2,999,586
  Issuance of common shares for services at $6.375 per share,
    April 1998                                                            10,000         10         63,740
  Issuance of common shares for incentive compensation at
    $6.75 per share, June 1998                                             4,922          5         33,218
  Issuance of common stock warrants for cash                                                                   700,000  $   50,000
  Issuance of common shares and warrants for cash at $2 per
    share, August 1998                                                 2,000,000      2,000      1,200,864   2,000,000   2,797,136
  Issuance of common shares for incentive compensation at
    $1.75 per share, October 1998                                         21,429         21         37,479
  Compensation expense from nonemployee stock options
    (Note 6)                                                                                       175,422
  Net loss - year ended October 31, 1998 (as restated, see Note 14)
                                                                      ----------   --------   ------------   ---------  ----------

BALANCE, OCTOBER 31, 1998 (as restated, see Note 14)                  20,355,732     20,352     31,433,706   2,700,000   2,847,136

  Issuance of common shares and warrants for cash at $2
    per share, January 1999                                              250,000        250        215,404     500,000     284,346
  Issuance of common shares for services at $1.25 per share,
    February 1999                                                        100,000        100        124,900
  Issuance of common shares for services at $1.375 per share,
    February 1999                                                        100,000        100        137,400
  Issuance of common stock warrants for services at $4 per
    share, April 1999                                                                                          100,000      11,603
  Issuance of common stock warrants for services at $2
    per share, August 1999                                                                                     100,000      86,907
  Issuance of common stock warrants for services at $7
    per share, August 1999                                                                                      30,000      74,994
  Issuance of common shares as consideration for rights
    granted under an option agreement at $1.42 per share,
    October 1999                                                           7,042          7          9,993
  Issuance of common stock options as partial consideration
    for rights granted under a license and sublicense agreement
    at $2 per share, October 1999                                                                   51,574
  Compensation expense from nonemployee stock options
    (Note 6)                                                                                       193,773
  Net loss - year ended October 31, 1999 (as restated, see Note 14)
                                                                      ----------   --------   ------------   ---------  ----------
BALANCE, OCTOBER 31, 1999 (as restated, see Note 14)                  20,812,774     20,809     32,166,750   3,430,000   3,304,986
</TABLE>


<TABLE>
<CAPTION>
                                                                                          COMMON STOCK
                                                                                           IN TREASURY           TOTAL
                                                                        ACCUMULATED   ----------------------  STOCKHOLDERS'
                                                                          DEFICIT        SHARES      AMOUNT      EQUITY
<S>                                                                   <C>             <C>          <C>        <C>
BALANCE, NOVEMBER 1, 1997                                              $ (17,481,857)  (1,202,886)  $ (1,203)  $ 9,036,319

  Issuance of common shares resulting from stock
    options exercised                                                                                               41,655
  Issuance of common  shares for cash at $8 per share
    (net of issuance costs), December 1997                                                                         380,265
  Issuance of common shares for cash at $7.25 per share,
    February 1998                                                                                                3,000,000
  Issuance of common shares for services at $6.375 per share,
    April 1998                                                                                                      63,750
  Issuance of common shares for incentive compensation at
    $6.75 per share, June 1998                                                                                      33,223
  Issuance of common stock warrants for cash                                                                        50,000
  Issuance of common shares and warrants for cash at $2 per
    share, August 1998                                                                                           4,000,000
  Issuance of common shares for incentive compensation at
    $1.75 per share, October 1998                                                                                   37,500
  Compensation expense from nonemployee stock options
    (Note 6)                                                                                                       175,422
  Net loss - year ended October 31, 1998 (as restated, see Note 14)       (9,276,257)                           (9,276,257)
                                                                       -------------   ----------   --------   -----------

BALANCE, OCTOBER 31, 1998 (as restated, see Note 14)                     (26,758,114)  (1,202,886)    (1,203)    7,541,877

  Issuance of common shares and warrants for cash at $2
    per share, January 1999                                                                                        500,000
  Issuance of common shares for services at $1.25 per share,
    February 1999                                                                                                  125,000
  Issuance of common shares for services at $1.375 per share,
    February 1999                                                                                                  137,500
  Issuance of common stock warrants for services at $4 per
    share, April 1999                                                                                               11,603
  Issuance of common stock warrants for services at $2
    per share, August 1999                                                                                          86,907
  Issuance of common stock warrants for services at $7
    per share, August 1999                                                                                          74,994
  Issuance of common shares as consideration for rights
    granted under an option agreement at $1.42 per share,
    October 1999                                                                                                    10,000
  Issuance of common stock options as partial consideration
    for rights granted under a license and sublicense agreement
    at $2 per share, October 1999                                                                                   51,574
  Compensation expense from nonemployee stock options
    (Note 6)                                                                                                       193,773
  Net loss - year ended October 31, 1999 (as restated, see Note 14)       (5,407,663)                           (5,407,663)
                                                                       -------------   ----------   --------   -----------
BALANCE, OCTOBER 31, 1999 (as restated, see Note 14)                     (32,165,777)  (1,202,886)    (1,203)    3,325,565
</TABLE>


See notes to consolidated financial statements
                                                                     (Continued)


                                      F-4
<PAGE>
BIONUTRICS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED OCTOBER 31, 2000, 1999 AND 1998
------------------------------------------------------------------------------

<TABLE>
<CAPTION>


                                                                       COMMON STOCK         ADDITIONAL           WARRANTS
                                                                   ----------------------     PAID-IN      -------------------
                                                                     SHARES       AMOUNT       CAPITAL       SHARES      AMOUNT
<S>                                                                 <C>          <C>       <C>            <C>          <C>
BALANCE, OCTOBER 31, 1999 (as restated, see Note 14)                20,812,774   $ 20,809  $ 32,166,750    3,430,000   $ 3,304,986

  Issuance of common shares for incentive compensation at $2
    per share, December 1999                                             7,407          7        14,807
  Expiration of warrants to purchase common shares,
    January 2000                                                                                111,800     (250,000)     (111,800)
  Issuance of common shares for incentive compensation at
    $1.75 per share, March 2000                                         28,571         29        49,971
  Issuance of common shares for services at $4 per share,
    April 2000                                                          87,500         88       349,912
  Expiration of warrants to purchase common shares,
    August 2000                                                                               2,797,136   (2,000,000)   (2,797,136)
  Issuance of common shares for fees and expenses of investor
    at $1 per share, September 2000 (Note 1)                            25,000         25        24,975
  Issuance of common stock warrants in connection with
    equity line, September 2000 (Note 1)                                                        (95,037)     200,000        95,037
  Issuance of common shares and warrants for cash at $1
    per share, September 2000                                          500,000        500       475,497       50,000        24,003
  Issuance of common shares for stock-related expenses,
    September 2000                                                      10,000         10           (10)
  Payment for 500,000 shares at $1 per share and stock
    warrants, October 2000 (Note 1)                                                             471,926       50,000        28,074
  Issuance of common stock warrants to replace expired warrants
    at $2 per share, October 2000                                                              (278,602)   2,000,000       278,602
  Amended warrant exercise price for the purchase of 100,000
    shares of common stock from $2 to $1 per share as
    consideration for a liability, October 2000                                                                             52,837
  Compensation expense from nonemployee stock options
    (Note 6)                                                                                    207,199
  Net loss - year ended October 31, 2000
    (as restated, see Note 14)
                                                                    ----------   --------  ------------    ---------     ---------
BALANCE, OCTOBER 31, 2000 (as restated, see Note 14)                21,471,252   $ 21,468  $ 36,296,324    3,480,000     $ 874,603
                                                                    ==========   ========  ============    =========     =========
</TABLE>


<TABLE>
<CAPTION>

                                                                                         COMMON STOCK
                                                                                         IN TREASURY           TOTAL
                                                                     ACCUMULATED   ----------------------  STOCKHOLDERS'
                                                                        DEFICIT        SHARES      AMOUNT      EQUITY
<S>                                                                 <C>             <C>         <C>       <C>
BALANCE, OCTOBER 31, 1999 (as restated, see Note 14)                  $ (32,165,777)  (1,202,886) $ (1,203)  $ 3,325,565

  Issuance of common shares for incentive compensation at $2
    per share, December 1999                                                                                      14,814
  Expiration of warrants to purchase common shares,
    January 2000
  Issuance of common shares for incentive compensation at
    $1.75 per share, March 2000                                                                                   50,000
  Issuance of common shares for services at $4 per share,
    April 2000                                                                                                   350,000
  Expiration of warrants to purchase common shares,
    August 2000
  Issuance of common shares for fees and expenses of investor
    at $1 per share, September 2000 (Note 1)                                                                      25,000
  Issuance of common stock warrants in connection with
    equity line, September 2000 (Note 1)
  Issuance of common shares and warrants for cash at $1
    per share, September 2000                                                                                    500,000
  Issuance of common shares for stock-related expenses,
    September 2000
  Payment for 500,000 shares at $1 per share and stock
    warrants, October 2000 (Note 1)                                                                              500,000
  Issuance of common stock warrants to replace expired warrants
    at $2 per share, October 2000
  Amended warrant exercise price for the purchase of 100,000
    shares of common stock from $2 to $1 per share as
    consideration for a liability, October 2000                                                                   52,837
  Compensation expense from nonemployee stock options
    (Note 6)                                                                                                     207,199
  Net loss - year ended October 31, 2000
    (as restated, see Note 14)                                          (3,145,856)                           (3,145,856)
                                                                      -------------   ----------  --------   -----------
BALANCE, OCTOBER 31, 2000 (as restated, see Note 14)                  $ (35,311,633)  (1,202,886) $ (1,203)  $ 1,879,559
                                                                      =============   ==========  ========   ===========
</TABLE>


See notes to consolidated financial statements.
                                                                     (Concluded)


                                      F-5
<PAGE>
BIONUTRICS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED OCTOBER 31, 2000, 1999, AND 1998
------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                         2000               1999               1998
                                                                    (As Restated,      (As Restated,       (As Restated,
                                                                     SEE NOTE 14)       SEE NOTE 14)        SEE NOTE 14)
<S>                                                                 <C>                <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                           $(3,145,856)        $(5,407,663)        $ (9,276,257)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
    Depreciation and amortization                                        105,883             626,048            1,352,212
    Loss (gain) on sale of assets                                        300,000             265,516           (2,553,516)
    Provision for bad debts                                              263,071
    Equity in losses of InCon Processing, L.L.C                           42,687              70,127
    Stock option compensation expense                                    207,199             193,773              175,422
    Expenses satisfied with issuance of common stock
      and warrants                                                       492,651             436,004              134,473
    Changes in operating assets and liabilities:
      Trade receivables                                                   84,907              33,086              315,960
      Inventory                                                          159,088             504,165              536,404
      Prepaids and other current assets                                   37,559              47,380              384,230
      Accounts payable                                                   131,362            (166,437)          (1,678,595)
      Accrued liabilities                                               (535,498)             73,205             (904,798)
                                                                     -----------         -----------         ------------
          Net cash used in operating activities                       (1,856,947)         (3,324,796)         (11,514,465)
                                                                     -----------         -----------         ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                                    (3,034)           (133,950)          (1,462,129)
  Patents and rights to technology acquired                                                  (15,000)            (125,000)
  Proceeds from disposal of fixed assets and patents                                       3,004,000            4,543,855
  Investment in InCon Processing, L.L.C                                                     (272,244)
                                                                     -----------         -----------         ------------
          Net cash (used in) provided by investing activities             (3,034)          2,582,806            2,956,726
                                                                     -----------         -----------         ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from debt                                                     900,000             200,000            3,225,000
  Net proceeds from issuance of common stock and warrants              1,000,000             500,000            7,471,920
  Repayments of debt and capital leases                                   (8,646)           (982,220)          (2,615,902)
                                                                     -----------         -----------         ------------
          Net cash provided by (used in) financing activities          1,891,354            (282,220)           8,081,018
                                                                     -----------         -----------         ------------

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                                        31,373          (1,024,210)            (476,721)

CASH AND CASH EQUIVALENTS,
  BEGINNING OF YEAR                                                      680,190           1,704,400            2,181,121
                                                                     -----------         -----------         ------------
CASH AND CASH EQUIVALENTS, END OF YEAR                               $   711,563         $   680,190         $  1,704,400
                                                                     ===========         ===========         ============
</TABLE>


See notes to consolidated financial statements.
                                                                     (Continued)


                                      F-6
<PAGE>
BIONUTRICS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED OCTOBER 31, 2000, 1999, AND 1998
------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                         2000                 1999                  1998
                                                                                   (AS RESTATED, SEE NOTE 14)

<S>                                                                    <C>                 <C>                     <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
  INFORMATION -
  Cash paid during the year for interest                               $    614            $    65,344             $149,253
                                                                       ========            ===========             ========

SUPPLEMENTAL DISCLOSURES OF NONCASH
  INVESTING AND FINANCING ACTIVITIES:
  Liability resulting from joint venture  (Note 1)                     $300,000
                                                                       ========
  Acquisition of equipment under capital leases                                                                    $173,808
                                                                                                                   ========
  Contribution of net assets to InCon Processing, L.L.C
    by InCon Technologies, Inc.:
      Accounts receivable                                                                  $  (594,151)
      Property and equipment                                                                (4,861,855)
      Goodwill                                                                                (872,060)
      Accounts payable                                                                         391,396
      Accrued liabilities and other current liabilities                                          8,914
                                                                                           -----------
            Net asses contributed                                                           (5,927,756)
      Less cash received                                                                     3,000,000
                                                                                           -----------
      Net assets contributed for share of investment in
         joint venture                                                                     $(2,927,756)
                                                                                           ===========
</TABLE>


See notes to consolidated financial statements.


                                      F-7
<PAGE>
BIONUTRICS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2000, 1999, AND 1998
-------------------------------------------------------------------------------


1.    ORGANIZATION AND BASIS OF PRESENTATION

      BIONUTRICS, INC. - Bionutrics, Inc. ("Bionutrics) consists of Bionutrics
      and its wholly-owned subsidiaries, LipoGenics, Inc., Bionutrics Health
      Products, Inc., Nutrition Technologies Corporation, InCon International
      Ltd., and InCon Technologies, Inc. ("InCon") (collectively referred to as
      the "Company").

      During 1998 and 1999, Bionutrics' operating strategy of manufacturing and
      marketing its product was changed, as it sold a substantial amount of its
      operating assets. Bionutrics' new strategy is to partner the manufacturing
      and marketing of such new products through licensing arrangements.
      Revenues for the years ended October 31, 2000, 1999, and 1998 are derived
      primarily from two sources: services and product sales. For the year ended
      October 31, 2000, revenues from services were primarily attributed to
      product development and grant research activities. For the years ended
      October 31, 1999 and 1998, revenues from services were primarily
      attributed to molecular distillation toll processing of materials for a
      variety of customers. Revenues from product sales during the year ended
      October 31, 2000 were entirely from the sales of evolvE(R), the
      Company's dietary supplement product. Revenues from product sales during
      the years ended October 31, 1999 and 1998 were primarily attributed to
      equipment sales, as well as the sale of evolvE(R).

      The accompanying consolidated financial statements have been prepared on a
      going concern basis, which contemplates the realization of assets and the
      satisfaction of liabilities in the normal course of business. The Company
      has incurred cumulative operating losses of $35,311,633 through October
      31, 2000, which have been funded through the issuance of common stock and
      debt. The losses incurred to date, the uncertainty regarding the Company's
      ability to raise additional capital, and the Company's inability to
      generate income and positive cash flows from operations raise substantial
      doubt about whether the Company will be able to continue as a going
      concern for a reasonable period of time.

      The consolidated financial statements do not include any adjustments
      relating to the recoverability and classification of recorded asset
      amounts or the amounts and classification of liabilities that might be
      necessary should the Company be unable to continue as a going concern. The
      Company's continuation as a going concern is dependent upon its ability to
      generate sufficient cash flow to meet its obligations on a timely basis,
      to maintain adequate financing, and ultimately to attain successful
      operations.

      Since the Company's current cash resources and expected cash flow from
      operations will not be sufficient to fund its operational needs for the
      next 12 months, it continues to seek additional capital through private
      equity and bank lines of credit. There can be no assurance that such
      additional financing will be attainable, or attainable on terms acceptable
      to the Company. Access by the Company to additional capital will depend
      substantially upon prevailing market conditions and the financial
      condition of and prospects for the Company at the time.

      Management is continuing its efforts to obtain additional funds through
      the issuance of common stock in private transactions and management is
      also continuing its efforts to reposition the Company as a product
      development company and, as such, is engaged in discussions with several
      potential marketing


                                      F-8
<PAGE>
      partners involving evolvE(R) and future branded products, including
      dietary supplements and functional food ingredients. The Company plans to
      develop, patent, and trademark novel products while its marketing partners
      will provide the distribution, marketing, and sales support. New products
      are expected to be based on new technology.

      In June 1999, the Company entered into a 50/50 joint venture with ACH Food
      Companies, Inc. ("ACH," formerly known as AC HUMKO CORP.), wherein InCon
      transferred substantially all of its assets to a newly formed limited
      liability company, InCon Processing, L.L.C. ("InCon Processing"), for
      which it received a payment of $3,000,000 and a 50 percent interest in the
      joint venture. InCon Processing took over substantially all of the
      business previously engaged in by InCon relating to toll processing,
      molecular separation, and the design and sale of molecular separation
      facilities. InCon Processing expects to utilize the InCon expertise to
      expand its existing business and to expand its business into processing
      micronutrients that would be available for food grade products. On October
      30, 2000, the Company agreed to issue 300,000 shares of its common stock
      to ACH as consideration for the release of certain contingent obligations
      under the Master Formation Agreement and Members Agreement related to the
      formation of InCon Processing. A liability for the future issuance of the
      shares is included in accrued liabilities as of October 31, 2000.

      On September 7, 2000, the Company and a private investor entered into a
      Common Stock Purchase Agreement (the "Agreement") for the future issuance
      and purchase of shares of the Company's common stock. The Agreement
      establishes what is sometimes termed as an equity line of credit or an
      equity draw down facility. The Agreement permits the Company, in its
      discretion, and subject to certain restrictions, to sell up to an
      aggregate of 4,000,000 shares, with the maximum amount for each sale not
      to exceed $1,000,000 each month, based on a formula of weighted-average
      price and total trading volume for a given period. The period during which
      the Company can make such sales is two years beginning upon the effective
      date of a registration statement for the resale of the shares. The price
      is based on the volume weighted-average daily price of the Company's
      common stock for the 22 trading days following a draw down notice. The
      Company can establish a threshold price below which it will not sell
      shares. The price is discounted by 10 percent, decreasing by .25 percent
      to 7 percent for each $12,500,000 that the Company's market capitalization
      exceeds $60,000,000. In lieu of a minimum draw down commitment, the
      Company has issued a three-year warrant for the purchase of 200,000 shares
      of common stock at an exercise price of $1.535 per share, equal to 120
      percent of the average volume weighted-average daily price for the 15
      trading days before the date of issuance of the warrant. In addition, 35
      day warrants will be issued in connection with each draw down for the
      purchase of a number of shares equal to 17.5 percent of the draw down
      amount divided by the weighted average of the purchase prices during the
      applicable period. In payment of fees and expenses of the investor, the
      Company has issued 25,000 shares of its common stock to the investor.

      The Company is not permitted to draw down funds if the issuance of shares
      to the investor pursuant to the draw down facility would result in the
      investor owning more than 9.9 percent of the Company's common stock or
      would require stockholder approval under applicable Nasdaq rules. The
      agreement contains various termination rights for the investor, including,
      among others, due to materially adverse changes to the Company.

      The Company intends to use the proceeds of the offering for general
      corporate and working capital purposes.

      On September 20, 2000, the Company raised $500,000 in capital through
      issuance of common stock at $1.00 per share. In conjunction with this
      issuance, warrants to purchase 50,000 shares of common


                                      F-9
<PAGE>
      stock were issued with an exercise price of $1.10. These warrants expire
      on September 20, 2003. Additionally, in connection with this transaction
      the Company issued 10,000 shares of common stock to the investors as
      payment for their legal fees, expenses, and related disbursements. The
      agreement allows for a two percent penalty to be charged to the Company if
      such shares are not registered with the Securities and Exchange Commission
      ("SEC") on a timely basis.

      On October 25, 2000, the Company raised $500,000 in capital through the
      sale of common stock. This common stock was subscribed to at $1.00 per
      share. In conjunction with this issuance, warrants to purchase 50,000
      shares of common stock were issued with an exercise price of $1.00. These
      warrants expire on October 24, 2002. These shares were issued on November
      28, 2000.

      On October 30, 2000, the Company issued one-year warrants to purchase
      2,000,000 shares of common stock at $2.00 per share to ACH. These warrants
      were issued to effectively extend the exercise period for the original
      warrants issued to ACH that expired August 14, 2000, in order to extend
      the period during which ACH may obtain an additional equity interest in
      the Company.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      The Company prepares its financial statements in accordance with
      accounting principles generally accepted in the United States of America.

      PRINCIPLES OF CONSOLIDATION - The consolidated financial statements
      include the accounts of Bionutrics and its wholly-owned subsidiaries,
      LipoGenics, Inc., Bionutrics Health Products, Inc., InCon International
      Ltd., InCon Technologies, Inc., and Nutrition Technologies Corporation.
      All significant intercompany balances and transactions have been
      eliminated. The Company's investment in InCon Processing, a joint venture,
      is included in the accompanying consolidated financial statements using
      the equity method of accounting.

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

      CASH AND CASH EQUIVALENTS - The Company considers all highly liquid
      investments purchased with an original maturity of three months or less to
      be cash equivalents.

      INVENTORY is stated at the lower of cost or market. Cost is determined
      using the first-in, first-out method.

      PROPERTY AND DEPRECIATION - Property is stated at cost. Depreciation is
      computed using the straight-line method over the estimated useful lives of
      the individual assets. The estimated useful lives of depreciable assets
      are:


                                      F-10
<PAGE>
<TABLE>
<CAPTION>
                                                               ESTIMATED
      ASSET TYPE                                             USEFUL LIFE
<S>                                                          <C>
      Equipment, furniture, and fixtures                      3-10 years
      Leasehold improvements                                    10 years
      Capitalized software                                       3 years
      Leased equipment under capital leases                      5 years
</TABLE>


      Leasehold improvements are amortized over the lesser of the lease life or
      the useful life of the asset. Expenditures of a repair and maintenance
      nature are expensed when incurred.

      REVENUE - The Company generally recognizes product revenue at the time of
      shipment to the customer. Revenues from the sale of consignment inventory
      are recognized upon the sale of the inventory by third parties. Revenues
      from services are recorded at the time service is rendered and/or
      reimbursable expenses are incurred. Provisions for returns and other
      adjustments are provided for in the same period the related revenues are
      recorded.

      The Company had one customer that accounted for approximately 28 percent
      of total revenues for the year ended October 31, 2000, two customers that
      accounted for approximately 33 and 17 percent of total revenue for the
      year ended October 31, 1999, and one customer that accounted for
      approximately 48 percent of total revenues for the year ended October 31,
      1998.

      PATENTS - Legal and other costs related to patent applications are
      expensed as incurred. Patents that are acquired are amortized using a
      straight-line basis over 17 years commencing at the date patent approval
      is obtained or the remaining life at the time of acquisition. Patents
      currently capitalized relate to both the processes and products associated
      with the Company's business.

      INCOME TAXES are accounted for under the asset and liability approach,
      which can result in recording tax provisions or benefits in periods
      different from the periods in which such taxes are paid or benefits
      realized. Deferred federal income taxes result principally from certain
      tax carryforwards that are recognized for financial reporting purposes in
      different years than for income tax reporting purposes. Deferred tax
      assets were fully offset by a valuation allowance in 2000, 1999, and 1998.

      RESEARCH AND DEVELOPMENT - The cost of research and development is charged
      to expense as incurred.

      FAIR VALUE OF FINANCIAL INSTRUMENTS - The fair values of cash and cash
      equivalents, trade receivables, accounts payable, and notes payable
      approximate the carrying value due to the short-term nature of these
      instruments.

      STOCK OPTIONS AND WARRANTS granted to consultants or independent
      contractors have been accounted for in accordance with the fair value
      method of Statement of Financial Accounting Standards ("SFAS") No. 123,
      "Accounting for Stock-Based Compensation." In accordance with Accounting
      Principles Board Opinion ("APB") No. 25, options and warrants granted to
      employees of the Company are recorded as expense, based on the difference,
      if any, between the quoted fair market price of the stock, on the date of
      grant, and the option's or warrant's exercise price. As all employee-based
      options and warrants were issued at least at fair market value, no
      compensation cost was recognized in the Company's consolidated statements
      of operations for employee-based options and warrants for 2000, 1999 or
      1998.


                                      F-11
<PAGE>
         LOSS PER SHARE - Basic earnings per share ("EPS") excludes potential
         dilution from stock options, warrants, and other securities or
         contracts to issue common stock. Diluted EPS takes into account the
         potential issuance of these shares in the calculation of EPS. Due to
         losses from continuing operations for years ended October 31, 2000,
         1999, and 1998, the issuance of any additional shares would be
         antidilutive and therefore have no effect on diluted EPS. There were
         5,991,811, 5,360,145, and 4,957,978 shares considered antidilutive for
         the years ended October 31, 2000, 1999, and 1998, respectively.

         IMPAIRMENT - The Company continually evaluates whether events and
         circumstances have occurred that indicate the remaining estimated
         useful life of long-lived assets and identifiable intangible assets may
         warrant revision or that the remaining balance of these assets may not
         be recoverable. When factors indicate that these assets should be
         evaluated for possible impairment, the Company's management uses
         several factors including the Company's projection of future operating
         revenues relating to these assets and their related impact on cash
         flows.

         No impairment losses were recorded in 2000 or 1998. During 1999, the
         Company entered into an agreement with ACH to form a joint venture,
         wherein InCon transferred substantially all of its assets to the joint
         venture, for which it received a payment of $3,000,000 and a 50 percent
         interest in the joint venture. In connection with the transfer of
         InCon's net assets, the Company recorded an impairment loss with
         respect to the goodwill in the amount of $265,516. The writedown was
         the amount by which the Company estimated that the carrying amount of
         the asset exceeded the fair value.

         NEW ACCOUNTING PRONOUNCEMENTS - SFAS No. 133, "Accounting for
         Derivative Instruments and Hedging Activities," is effective for all
         fiscal years beginning after June 15, 2000. SFAS No. 133, as amended by
         SFAS No. 137 and SFAS No. 138, establishes accounting and reporting
         standards for derivative instruments, including certain derivative
         instruments embedded in other contracts, and for hedging activities.
         The statement is effective for the Company's fiscal year beginning
         November 1, 2000. SFAS No. 133 is not expected to have a material
         impact on the Company's consolidated financial statements.

         In 1999, Staff Accounting Bulletin ("SAB") No. 101, "Revenue
         Recognition in Financial Statements," was issued. The SAB provides
         guidance on the recognition, presentation, and disclosure of revenue in
         the financial statements filed with the SEC. SAB No. 101, as amended by
         SAB No. 101B, becomes effective for the fourth fiscal quarter of fiscal
         years beginning after December 31, 1999. There was not a material
         effect on the Company's financial position or results of operations
         upon adoption of SAB No. 101.

         In March 2000, the FASB issued Interpretation No. 44, Accounting for
         Certain Transactions Involving Stock Compensation, or FIN 44, which
         contains rules designed to clarify the application of Accounting
         Principles Board ("APB") No. 25, Accounting for Stock Issued to
         Employees, including the definition of an employee for purposes of
         applying APB Opinion No. 25, the criteria for determining whether a
         plan qualifies as a noncompensatory plan, the accounting consequences
         of various modifications to the terms of a previously fixed stock
         option or award, and the accounting for an exchange of stock
         compensation awards in a business combination. FIN 44 became effective
         on July 1, 2000, but some conclusions in this interpretation cover
         specific events that occur after either December 15, 1998, or January
         12, 2000. This interpretation did not have a material effect on the
         Company's financial position or results of operations.


                                      F-12
<PAGE>
         RECLASSIFICATIONS - Certain reclassifications have been made to the
         1999 and 1998 financial statements to conform to the 2000 presentation.

3.       INVENTORY

         As of October 31, inventory consists of the following:

<TABLE>
<CAPTION>
                                               2000             1999

<S>                                          <C>              <C>
          Work in process                                     $107,733
          Finished goods                     $100,401          151,756
                                             --------         --------

          Total                              $100,401         $259,489
                                             ========         ========
</TABLE>


4.       PROPERTY

         As of October 31, property consists of the following:

<TABLE>
<CAPTION>
                                                              2000       1999
<S>                                                        <C>        <C>
          Equipment, furniture, and fixtures               $ 262,068  $ 259,034
          Leasehold improvements                              41,444     41,444
          Capitalized software                                30,181     30,181
          Leased equipment under capital lease (Note 8)       24,354     24,354
                                                           ---------  ---------

          Property - gross                                   358,047    355,013
          Less accumulated depreciation and amortization    (342,573)  (264,354)
                                                           ---------  ---------

          Property - net                                   $  15,474  $  90,659
                                                           =========  =========
</TABLE>


5.       NOTES PAYABLE

         Notes payable consist of the following at October 31, 2000 and 1999:

<TABLE>
<CAPTION>
                                                                                      2000          1999
<S>                                                                                <C>            <C>
          Note payable to stockholder, bearing interest at 9.5% per annum,
            payable on demand (see Note 6)                                         $ 750,000
          Note payable to a third party, fixed interest payment of $50,000,
            due upon future funding to be received by the Company (see Note 6)       150,000
          Other notes payable
                                                                                       2,278      $  10,924
                                                                                   ---------      ---------

          Total                                                                      902,278         10,924
          Less current portion                                                      (902,278)     $  (8,646)
                                                                                   ---------      ---------

          Long-term notes payable                                                  $      --      $   2,278
                                                                                   =========      =========
</TABLE>


6.       STOCKHOLDERS' EQUITY

         At October 31, 2000, the Company had four agreements for stock to be
         issued. These future stock issuances are composed of the following:


                                      F-13
<PAGE>
         -        On October 25, 2000, the Company received $500,000 in capital
                  through the sale of 500,000 shares of common stock sold for
                  $1.00 per share. The shares were issued subsequent to
                  year-end.

         -        On October 27, 2000, the Company agreed to issue 591,850
                  shares of Series A Convertible Preferred Stock to a director
                  in repayment of previously borrowed funds of $750,000, plus
                  accrued interest of $48,998. The shares were issued subsequent
                  to year-end.

         -        On October 28, 2000, the Company agreed to issue 150,000
                  shares to an unrelated third party in repayment of a $150,000
                  bridge loan. The shares were issued subsequent to year-end.

         -        On October 30, 2000, the Company agreed to issue 300,000
                  shares to ACH as consideration for the release of certain
                  contingent obligations under the Master Agreement and Members
                  Agreement related to the formation of their 50/50 joint
                  venture, InCon Processing. The shares were issued subsequent
                  to year-end.

         In August 1998, ACH acquired 2,000,000 shares of the Company's common
         stock and warrants to purchase 2,000,000 shares of common stock for
         $4,000,000. ACH also acquired Bionutrics' rice bran processing
         technology for $2,000,000, which resulted in a gain on sale of assets
         of $1,780,868. ACH also acquired Bionutrics' fixed assets used in the
         rice bran processing for $2,543,855, which resulted in a gain on sale
         of assets of $772,648. The technology transfer gives ACH the exclusive
         right to use and practice Bionutrics' proprietary rice bran processing
         technology in North America, with Bionutrics retaining the right to use
         and practice the technology worldwide, other than in North America.
         Bionutrics acquired a perpetual profit sharing interest in ACH's rice
         bran business. As of October 31, 2000, the Company has received $0 in
         connection with the perpetual profit sharing interest.

         In February 1998, Novartis Nutrition made a $3,000,000 stock investment
         in Bionutrics by acquiring 413,793 shares of Bionutrics' stock at $7.25
         per share.

         On October 31, 1996, the Company authorized 1,900,000 shares of common
         stock for issuance under its Nonqualified 1996 Stock Option Plan (the
         "1996 Plan") to key personnel, consultants, and independent
         contractors. On December 12, 1997, an additional 950,000 shares of
         common stock were authorized for issuance under the 1996 Plan, for a
         total of 2,850,000 shares authorized as of October 31, 1998. The
         incentive stock options are granted to purchase common stock at 100
         percent (110% for an optionee who is a 10% stockholder) of the fair
         market value of the stock on the date of grant. Stock options are
         granted to purchase common stock at a price determined by the plan
         administrator and can be exercisable for a period of up to ten years
         from the date of grant (five years for an option granted to a 10%
         stockholder). All participants are eligible to receive stock awards and
         stock appreciation rights, as to be determined by the Company's Board
         of Directors.

         DIVIDEND POLICY - The Company has not declared or paid any cash
         dividends on its common stock and does not intend to declare or pay any
         cash dividends in the foreseeable future. The payment of dividends, if
         any, is within the discretion of the Board of Directors and will depend
         on the Company's earnings, if any, its capital requirements and
         financial condition, and such other factors as the Board of Directors
         may consider.


                                      F-14
<PAGE>
         EMPLOYEE STOCK-BASED COMPENSATION - A summary of transactions for
         employee stock options and warrants for the years ended October 31,
         2000, 1999, and 1998 is as follows:

<TABLE>
<CAPTION>
                                                                                                      WEIGHTED AVERAGE
                                                            NUMBER               OPTION            ---------------------
                                                              OF                 PRICE             REMAINING    EXERCISE
                                                            SHARES               RANGE               LIFE        PRICE
<S>                                                        <C>                <C>                  <C>          <C>
          Options outstanding at October 31, 1997          2,026,244          $1.36 - $9.13           3.9       $   5.59

              Options granted                                382,000          $4.00 - $5.00           4.5       $   4.03
              Warrants granted                               700,000          $3.25 - $4.00           9.1       $   3.36
              Options canceled                              (233,600)         $        5.00            --       $   5.00
                                                           ---------

          Options and warrants outstanding at
            October 31, 1998                               2,874,644          $1.36 - $5.00           4.8       $   4.08

              Options granted                                 60,000          $2.00 - $4.00           4.4       $   2.66
              Options canceled                              (724,500)         $4.00 - $5.00            --       $   4.17
                                                           ---------

          Options and warrants outstanding at
            October 31, 1999                               2,210,144          $1.36 - $5.00           4.3       $   4.01

              Options granted                                615,000          $1.75 - $3.63           4.1       $   1.87
              Options canceled                              (300,000)         $        4.00            --       $   4.00
                                                           ---------

          Options and warrants outstanding at
            October 31, 2000                               2,525,144          $1.36 - $5.00           3.6       $   3.49
                                                           =========
</TABLE>


<TABLE>
<CAPTION>
                                                                   2000                  1999                  1998
<S>                                                           <C>                   <C>                   <C>
          Options exercisable at the end of the year              1,197,143             1,173,812             1,058,645
                                                              =============         =============         =============

          Warrants exercisable at the end of the year               700,000               700,000               700,000
                                                              =============         =============         =============

          Weighted-average fair value of options
            granted during the year                           $        1.19         $        0.50         $        1.58
                                                              =============         =============         =============

          Weighted-average fair value of warrants
            granted during the year                           $          --         $          --         $        0.07
                                                              =============         =============         =============

          Options available for future grant
            under the 1996 Plan                                     499,100
                                                              =============
</TABLE>


                                      F-15
<PAGE>
         Additional information regarding options and warrants outstanding as of
         October 31, 2000 is as follows:

<TABLE>
<CAPTION>
                                                                                      OPTIONS &
                                   OPTIONS & WARRANTS OUTSTANDING               WARRANTS OUTSTANDING
                             -------------------------------------------      ------------------------
                                                             WEIGHTED
                                             WEIGHTED         AVERAGE                         WEIGHTED
         RANGE OF                            AVERAGE         REMAINING                        AVERAGE
         EXERCISE               NUMBER       EXERCISE       CONTRACTUAL                       EXERCISE
          PRICES             OUTSTANDING      PRICE         LIFE (YEARS)      EXERCISABLE      PRICE
<S>                          <C>             <C>            <C>               <C>             <C>

       $1.36 - $5.00          2,525,144       $ 3.49            3.6            1,897,143       $ 3.32
</TABLE>


         On September 17, 1998, the compensation committee of the Board of
         Directors reduced the exercise price for options held by employees who
         were not Directors to $4.00. None of the other terms were modified.

         In accordance with the methodology prescribed under SFAS No. 123, pro
         forma compensation cost for the employee stock options for 2000, 1999,
         and 1998 was computed to be $618,098, $1,345,661, and $3,807,706,
         respectively.

         Had the Company elected to recognize the above-mentioned compensation
         cost in 2000, 1999, and 1998, loss from continuing operations would be
         $3,763,954, $6,753,324, and $13,083,963, respectively, and basic and
         diluted net loss per share would be $.18, $.33, and $.70, respectively.



                                      F-16
<PAGE>
         NONEMPLOYEE STOCK-BASED COMPENSATION - A summary of transactions for
         nonemployee stock options and warrants for the years ended October 31,
         2000, 1999, and 1998 is as follows:

<TABLE>
<CAPTION>
                                                                                                  WEIGHTED AVERAGE
                                                     NUMBER               OPTION              ------------------------
                                                       OF                 PRICE               REMAINING       EXERCISE
                                                     SHARES               RANGE                 LIFE           PRICE
<S>                                                <C>                 <C>                    <C>            <C>
          Options and warrants outstanding
            at October 31, 1997                       658,333          $2.50 - $5.00             8.0         $     3.40

              Warrants issued                       2,000,000          $     2.00                1.8         $     2.00
              Warrants canceled                      (600,000)         $2.50 - $4.00              --         $     3.25
              Options issued                           33,334          $     4.00                1.7         $     4.00
              Options exercised                        (8,333)         $     5.00                 --         $     5.00
                                                   ----------

          Options and warrants outstanding
            at October 31, 1998                     2,083,334          $2.00 - $5.00             1.9         $     2.10

              Warrants issued                         980,000          $2.00 - $7.00             1.0         $     2.48
              Warrants canceled                      (250,000)         $     2.00                 --         $     2.00
              Options issued                          386,667          $2.00 - $5.00             2.2         $     3.28
              Options canceled                        (50,000)         $     4.00                 --         $     4.00
                                                   ----------

          Options and warrants outstanding
            at October 31, 1999                     3,150,001          $2.00 - $7.00             1.2         $     2.37

              Warrants issued                       2,300,000          $1.00 - $2.00             1.2         $     1.92
              Warrants canceled                    (2,250,000)         $     2.00                 --         $     2.00
              Options issued                          300,000          $     2.00                2.4         $     2.00
              Options canceled                        (33,334)         $     4.00                 --         $     4.00
                                                   ----------

          Options and warrants outstanding
            at October 31, 2000                     3,466,667          $1.00 - $7.00             1.3         $     2.23
                                                   ==========
</TABLE>


<TABLE>
<CAPTION>
                                                                2000               1999               1998
<S>                                                       <C>                <C>                 <C>
          Options exercisable at the end of the year             686,667            420,001             33,334
                                                          ==============     ==============     ==============
          Warrants exercisable at the end of the year          2,780,000          2,730,000          2,000,000
                                                          ==============     ==============     ==============

          Weighted-average fair value of options
            granted during the year                       $         0.95     $         0.49     $         0.77
                                                          ==============     ==============     ==============

          Weighted-average fair value of warrants
            granted during the year                       $         0.19     $         0.53     $         1.40
                                                          ==============     ==============     ==============
</TABLE>


                                      F-17
<PAGE>
         Additional information regarding options and warrants outstanding as of
         October 31, 2000 is as follows:

<TABLE>
<CAPTION>
                                                                                      OPTIONS &
                                   OPTIONS & WARRANTS OUTSTANDING                WARRANTS OUTSTANDING
                            --------------------------------------------        -----------------------
                                                             WEIGHTED
                                            WEIGHTED          AVERAGE                          WEIGHTED
         RANGE OF                           AVERAGE          REMAINING                          AVERAGE
         EXERCISE              NUMBER       EXERCISE        CONTRACTUAL                        EXERCISE
          PRICES            OUTSTANDING      PRICE          LIFE (YEARS)        EXERCISABLE      PRICE

<S>                         <C>             <C>             <C>                 <C>            <C>
      $1.00 - $7.00          3,466,667       $ 2.23             1.3              3,466,667      $ 2.23
</TABLE>


         In accordance with the methodology prescribed under SFAS No. 123, the
         Company recognized $207,199, $193,773, and $175,422 of compensation
         expense related to nonemployee stock options and $541,649, $436,004,
         and $134,473 of compensation expense related to the issuance of common
         stock and warrants in the 2000, 1999, and 1998 consolidated statements
         of operations, respectively.

         The fair value of each employee-nonemployee option and warrant was
         calculated on the date of grant using the Black-Scholes pricing model
         with the following weighted-average assumptions:

<TABLE>
<CAPTION>
                               RISK-FREE     VOLATILITY    OPTION    DIVIDEND
                                INTEREST        RATE        LIVES     YIELD
<S>                            <C>           <C>           <C>       <C>
          2000                   5.63 %          68 %         3         0
          1999                   5.15 %          71 %         3         0
          1998                   4.83 %         117 %         3         0
</TABLE>


7.       INCOME TAXES

         Net deferred tax assets consist of the following at October 31:

<TABLE>
<CAPTION>
                                                 2000              1999
<S>                                          <C>               <C>
          Deferred tax assets:
            Operating loss carryforwards     $ 10,693,517      $  9,570,455
            Stock option compensation             350,415           267,535
            Section 263A inventory costs          106,823           140,756
            Reserve accounts                      204,941           137,840
            Other                                 136,193           126,513
                                             ------------      ------------

          Total deferred tax assets            11,491,889        10,243,099
          Less valuation allowance            (11,491,889)      (10,243,099)
                                             ------------      ------------

          Total                              $         --      $         --
                                             ============      ============
</TABLE>


         During the periods ended October 31, 2000 and 1999, the Company
         recognized increases in the valuation allowance of $1,248,790 and
         $2,152,706, respectively, against deferred tax assets. The valuation
         allowance reduces deferred tax assets to an amount that represents
         management's best estimate of the amount of such deferred tax assets
         that more likely than not will be realized. Realization of the deferred
         tax assets is dependent upon sufficient future taxable income during
         the period that temporary differences and carryforwards are expected to
         be available to reduce taxable income.


                                      F-18
<PAGE>
         The Company's net operating loss carryforwards of approximately
         $26,734,000 for federal income tax purposes expire in 2011 through
         2020.

         The income tax provision differs from the amount of income tax
         determined by applying the U.S. federal income tax rate to pretax
         income for the periods ended October 31, 2000, 1999 and 1998 due to the
         following:

<TABLE>
<CAPTION>
                                                      2000             1999             1998
<S>                                                <C>              <C>              <C>
          Benefit calculated at statutory rate     $ 1,072,219      $ 1,836,775      $ 3,153,927
          Increase (decrease) resulting from:
            State income taxes, net                    189,215          324,137          556,575
            Nondeductible expenses                     (12,644)          (8,206)         (25,522)
            Valuation allowance                     (1,248,790)      (2,152,706)      (3,684,980)
                                                   -----------      -----------      -----------

          Total                                    $        --      $        --      $        --
                                                   ===========      ===========      ===========
</TABLE>


8.       COMMITMENTS AND CONTINGENCIES

         The Company has operating leases for office space, vehicles, and
         equipment, which expire on various dates through January 31, 2003.
         Total rental expense was approximately $207,000, $510,000, and $794,000
         for fiscal years 2000, 1999, and 1998, respectively. Future minimum
         lease payments under noncancelable operating leases at October 31, 2000
         are as follows:

<TABLE>
<S>                                                           <C>
          2001                                                $178,747
          2002                                                 181,825
          2003                                                  45,456
                                                              --------
          Total                                               $406,028
                                                              ========
</TABLE>


         In connection with the purchase of InCon in October 1997, the Company
         acquired the right to receive a $1,000,000 payment that was contingent
         on the expansion of a plant that the seller's subsidiary had previously
         sold to a third party. The Company also assumed a contingent liability
         of $322,883, which was payable to the seller's subsidiary in the event
         that the Company received the $1,000,000 cash payment from the third
         party. If the Company did not receive the $1,000,000 payment, then the
         Company would not be required to pay the seller's subsidiary for the
         liability. Because the ultimate resolution of these contingencies is
         outside of the control of the Company, neither amount was included as
         part of the net assets of InCon that were purchased by the Company. In
         November 2001, it was determined that the expansion of this plant would
         not occur, and therefore, this contingent right no longer exists.

9.       RELATED PARTY TRANSACTIONS

         Various stockholders have provided consulting and other administrative
         services to the Company. Expense for the years ended October 31, 2000,
         1999, and 1998 was approximately $0, $141,000, and $510,000,
         respectively, which were included in selling, general and
         administrative expenses in the accompanying consolidated statements of
         operations.


                                      F-19
<PAGE>
         Interest paid to stockholders in connection with outstanding notes
         described in Note 5 was $63,557 and $45,475 for the years ended October
         31, 1999 and 1998, respectively. No interest was paid to stockholders
         during 2000.

10.      INVESTMENT IN JOINT VENTURE

         InCon Processing is a limited liability company formed in June 1999, in
         which the Company is a 50 percent member, as noted in Note 1. The
         Company accounts for this investment using the equity method. InCon
         Processing has a fiscal year-end of August 31. The Company's equity in
         the joint venture's operations for the fiscal year ended August 31,
         2000 and two-month period ended August 31, 1999 are included in the
         Company's statement of operations as if they had the same fiscal year.

         InCon Processing had two customers that accounted for approximately 31
         and 24 percent of total revenues for the year ended August 31, 2000 and
         two customers that accounted for approximately 46 and 20 percent of
         total revenues for the two-month period ended August 31, 1999.

         The following represents summarized financial information of InCon
         Processing at August 31, 2000 and 1999, and for the year ended August
         31, 2000 and the two-month period ended August 31, 1999:

<TABLE>
<CAPTION>
                                                                2000         1999
                                                              (DOLLARS IN THOUSANDS)
<S>                                                           <C>           <C>
          ASSETS:

            Cash and cash equivalents                          $   526      $   288
            Accounts receivable                                    765          523
            Prepaids and other current assets                       37            3
            Property, plant, and equipment and other - net       4,400        4,821
            Goodwill                                               816          864
                                                               -------      -------

                     Total                                     $ 6,544      $ 6,499
                                                               =======      =======

          LIABILITIES AND MEMBERS' CAPITAL:
            Accounts payable and other liabilities             $   370      $   239
            Members' capital                                     6,174        6,260
                                                               -------      -------

                     Total                                     $ 6,544      $ 6,499
                                                               =======      =======

          OPERATIONS:
            Revenues                                           $ 5,410      $   830
            Expenses                                             5,495          970
                                                               -------      -------

          NET LOSS                                             $   (85)     $  (140)
                                                               =======      =======
</TABLE>


11.      EMPLOYEE BENEFIT PLAN

         The Company has a defined contribution plan under Section 401(k) of the
         Internal Revenue Code. Each participant may elect to defer up to 15
         percent of his or her compensation and have such amounts matched with
         common stock of the Company at a rate of 50 percent for the first 6
         percent contributed. The Company recognized expenses under this plan of
         approximately $10,000, $49,000, and $130,000 during the years ended
         October 31, 2000, 1999 and 1998, respectively.


                                      F-20
<PAGE>
12.      SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

         Consolidated quarterly financial information for 2000, 1999, and 1998
         is as follows:

<TABLE>
<CAPTION>
                                                                                              BASIC
                                                                                           AND DILUTED
                                                                               NET           EARNINGS
                                             GROSS           GROSS           EARNINGS         (LOSS)
          AS PREVIOUSLY REPORTED            REVENUES      PROFIT (LOSS)       (LOSS)        PER SHARE
<S>                                        <C>             <C>              <C>              <C>
          2000
          First quarter                    $   187,536     $   133,882      $  (519,060)     $  (0.02)
          Second quarter                        75,915          11,967         (961,014)        (0.05)
          Third quarter                         67,943         (89,249)        (634,208)        (0.03)
          Fourth quarter                        24,230         (87,563)        (452,449)        (0.02)
                                           -----------     -----------      -----------      --------

          Total                            $   355,624     $   (30,963)     $(2,566,731)     $  (0.12)
                                           ===========     ===========      ===========      ========

          1999
          First quarter                    $ 1,134,817     $    71,464      $(1,634,988)     $  (0.08)
          Second quarter                     1,647,910         522,329       (1,495,739)        (0.07)
          Third quarter                        836,891         190,787       (1,467,222)        (0.07)
          Fourth quarter                        70,129          12,066       (1,025,195)        (0.05)
                                           -----------     -----------      -----------      --------

          Total                            $ 3,689,747     $   796,646      $(5,623,144)     $  (0.27)
                                           ===========     ===========      ===========      ========

          1998
          First quarter                    $ 1,794,942     $  (196,557)     $(3,336,407)     $  (0.19)
          Second quarter                     1,584,660        (335,887)      (3,772,764)        (0.21)
          Third quarter                      1,767,295        (269,677)      (2,651,686)        (0.14)
          Fourth quarter                     1,507,007        (105,616)         518,452          0.05
                                           -----------     -----------      -----------      --------

          Total                            $ 6,653,904     $  (907,737)     $(9,242,405)     $  (0.49)
                                           ===========     ===========      ===========      ========
</TABLE>


                                      F-21
<PAGE>
<TABLE>
<CAPTION>
                                                                                                BASIC
                                                                                             AND DILUTED
                                                                                 NET          EARNINGS
                                             GROSS            GROSS           EARNINGS         (LOSS)
AS RESTATED - SEE NOTE 14                   REVENUES      PROFIT (LOSS)        (LOSS)         PER SHARE
<S>                                        <C>            <C>               <C>              <C>
          2000
          First quarter                    $   187,536     $   133,882      $  (439,725)     $  (0.03)
          Second quarter                        75,915          11,967       (1,164,411)        (0.05)
          Third quarter                         67,943         (89,249)        (548,572)        (0.03)
          Fourth quarter                        24,230         (87,563)        (993,148)        (0.04)
                                           -----------     -----------      -----------      --------

          Total                            $   355,624     $   (30,963)     $(3,145,856)     $  (0.15)
                                           ===========     ===========      ===========      ========

          1999
          First quarter                    $ 1,134,817     $    71,464      $(1,643,451)     $  (0.08)
          Second quarter                     1,647,910         522,329       (1,504,202)        (0.07)
          Third quarter                        836,891         190,787       (1,223,483)        (0.06)
          Fourth quarter                        70,129          12,066       (1,036,527)        (0.05)
                                           -----------     -----------      -----------      --------

          Total                            $ 3,689,747     $   796,646      $(5,407,663)     $  (0.26)
                                           ===========     ===========      ===========      ========

          1998
          First quarter                    $ 1,794,942     $  (196,557)     $(3,344,870)     $  (0.19)
          Second quarter                     1,584,660        (335,887)      (3,781,227)        (0.21)
          Third quarter                      1,767,295        (269,677)      (2,660,149)        (0.14)
          Fourth quarter                     1,507,007        (105,616)         509,989          0.04
                                           -----------     -----------      -----------      --------

          Total                            $ 6,653,904     $  (907,737)     $(9,276,257)     $  (0.50)
                                           ===========     ===========      ===========      ========
</TABLE>


13.      SUBSEQUENT EVENT

         On December 30, 2000 (effective December 20, 2000), the Company entered
         into a Common Stock Purchase Agreement (the "Agreement") for the future
         issuance and purchase of shares of the Company's common stock. This
         Agreement is with Ropart Investments LLC, of which Robert B. Goergen, a
         director of Bionutrics, is also a managing member. The Agreement
         establishes what is sometimes termed as an equity line of credit or an
         equity draw down facility. The Agreement permits the Company to sell up
         to an aggregate of 500,000 shares at $1.00 per share, based on a
         minimum investment amount of $100,000 and a maximum investment amount
         of $500,000. The period during which the Company can make such sales
         begins December 20, 2000 and terminates December 31, 2001. In lieu of a
         minimum draw down commitment by the Company, the Company has issued a
         three-year warrant for the purchase of 70,000 shares of common stock at
         an exercise price of $1.00 per share. In addition, three-year warrants
         will be issued in connection with each draw down for the purchase of a
         number of shares equal to 10 percent of the shares purchased at such
         draw down. In the event the Company does not exercise its right to
         fully draw down under this Agreement, then on the termination date, the
         investor shall have the right to purchase up to 100,000 shares of
         common stock at $1.00 per share, such number of shares together with
         shares purchased pursuant to draw downs not to exceed 500,000 shares of
         common stock. In connection with the Agreement, the Company amended the
         January 28, 1999 warrant agreement for the purchase of 250,000 shares
         of the Company's common stock at $2.00 per share. The original
         expiration date of December 31, 2000 was extended one year to December
         31, 2001.


                                      F-22
<PAGE>
14.      RESTATEMENT

         Subsequent to the issuance of its consolidated financial statements for
         the year ended October 31, 2000, the Company determined that it had
         incorrectly accounted for certain transactions entered into during the
         period from October 31, 1997 to October 31, 2000, as discussed in the
         following paragraphs.

         ACQUISITION OF INCON TECHNOLOGIES, INC. - Originally, at the date of
         acquisition on October 31, 1997, the Company assigned $1 million of the
         purchase price to a receivable from a third party and recorded a
         $322,883 note payable to an affiliate of the seller. Collectibility of
         the receivable was contingent upon the occurrence of events that were
         outside the control of the Company, and payment of the note was
         contingent upon collection of the receivable. The events upon which
         collection of the third party receivable were predicated did not
         transpire, and during the year ended October 31, 2000, the Company
         offset the note payable against the receivable and reclassified the net
         amount as a reduction of stockholders' equity, because recovery of the
         amount due from the seller under the terms of the acquisition agreement
         was collateralized by shares of the Company's common stock that were
         issued in the acquisition. The Company has subsequently concluded that
         it did not have sufficient information about the collectibility of the
         receivable or the likelihood of repayment of the note payable to assign
         amounts to them in the allocation of the purchase price. Therefore, the
         net amount of $677,117 has been allocated to goodwill.

         TRANSFER OF ASSETS AND LIABILITIES TO INCON PROCESSING - Within its
         original accounting, at the time of the subsequent transfer of the
         assets and liabilities of InCon to InCon Processing, L.L.C. (InCon
         Processing) and sale of 50 percent of its interest to ACH in June 1999,
         the Company wrote off the unamortized balance of goodwill of $516,878
         related to the acquisition of InCon and recorded the calculated gain on
         the sale to ACH as a reduction of the carrying value of the investment
         in the joint venture. The Company has subsequently determined that the
         unamortized balance of goodwill should have been included as a part of
         the carrying value of the Company's investment in InCon Processing and
         in the determination of the loss on the sale to ACH, which totaled
         $265,515 in 1999. An additional $300,000 loss on the sale of assets to
         ACH was recognized in 2000 upon the settlement of a contingent
         liability arising from the asset sale..

         LONG-TERM RECEIVABLE - In 1998 and 1999, the Company had received
         payments against a certain receivable acquired in connection with the
         purchase of InCon Technologies, Inc. in October 1997, and the Company
         expected to collect the remainder in 2000. However, the Company
         received no payments in 2000, and because of the extended time the
         receivable had remained outstanding, an allowance for the full amount
         of the remaining receivable of $263,071 was recorded in the restated
         financial statements as of October 31, 2000.

         SHARE AGREEMENTS - During the year ended October 31, 2000, the Company
         entered into certain agreements to issue shares of the Company's stock
         in exchange for the extinguishment of certain debt obligations totaling
         $1,248,998 and recognized the issuance of shares related to these
         transactions in its financial statements. The Company has concluded
         that the issuance of these shares and the extinguishment of its debt
         should not have been recognized in its financial statements until the
         date on which the certificates for the underlying shares were actually
         issued, which occurred during the first quarter of fiscal year 2001.


                                      F-23
<PAGE>
         SIGNIFICANT EFFECTS OF RESTATEMENT - As a result, the accompanying
         consolidated financial statements have been restated from previously
         reported amounts to correct the recording of these items. A summary of
         the significant effects of the restatement is as follows:

<TABLE>
<CAPTION>
                                                                         AT OCTOBER 31,
                                              -------------------------------------------------------------------
                                                            2000                                1999
                                              -------------------------------     -------------------------------
                                              (AS PREVIOUSLY    (AS RESTATED)     (AS PREVIOUSLY    (AS RESTATED)
                                                 REPORTED)                           REPORTED)
<S>                                           <C>               <C>               <C>               <C>
          Trade receivables                    $     16,845      $     16,845      $  1,364,823      $    364,823

          Total current assets                      891,192           891,192         2,404,444         1,404,444

          Long-term receivable                      263,071

          Investment in InCon Processing,
           L.L.C                                  2,544,494         3,087,186         2,271,127         3,129,873

          Total other assets                      2,936,631         3,479,323         2,690,928         3,549,674

          Total assets                            4,106,368         4,385,989         5,186,031         5,044,777

          Accrued liabilities                       590,779           939,777         1,175,275         1,175,275

          Current portion of notes payable
            and capital leases                        2,278           902,278           331,529             8,646

          Total current liabilities               1,257,432         2,506,430         2,039,817         1,716,934

          Total liabilities                       1,257,432         2,506,430         2,042,095         1,719,212

          Stockholders' equity:

          Additional paid-in capital             37,545,322        36,296,324        32,166,750        32,166,750

          Accumulated deficit                   (34,914,137)      (35,311,633)      (32,347,406)      (32,165,777)

          Receivable collectible in cash
            or common stock                        (677,117)

          Total stockholders' equity              2,848,936         1,879,559         3,143,936         3,325,565

          Total liabilities and
            stockholders' equity                  4,106,368         4,385,989         5,186,031         5,044,777
</TABLE>


                                      F-24
<PAGE>
<TABLE>
<CAPTION>
                                                     2000                          1999                          1998
                                         ----------------------------- ----------------------------- -----------------------------
                                         (AS PREVIOUSLY                (AS PREVIOUSLY                (AS PREVIOUSLY
                                            REPORTED)   (AS RESTATED)     REPORTED)   (AS RESTATED)     REPORTED)   (AS RESTATED)
<S>                                      <C>            <C>            <C>            <C>            <C>            <C>
          Selling, general, and
            administrative                $  2,573,762   $  2,836,833   $  5,939,356   $  5,445,046   $ 10,328,653   $ 10,362,505

          Total operating expenses           2,689,162      2,952,233      6,307,426      5,813,116     10,760,959     10,794,811

          Operating loss                    (2,720,125)    (2,983,196)    (5,510,780)    (5,016,470)   (11,668,696)   (11,702,548)

          Equity in losses of InCon
            Processing, L.L.C                  (26,634)       (42,687)       (56,814)       (70,127)

          Net (loss) gain on disposal of
            assets                                           (300,000)                     (265,516)     2,553,516      2,553,516

          Other (expense) income - net         153,394       (162,660)      (112,364)      (391,193)     2,426,291      2,426,291

          Net loss                          (2,566,731)    (3,145,856)    (5,623,144)    (5,407,663)    (9,242,405)    (9,276,257)

          Basic and diluted net loss per
            common share                         (0.12)         (0.15)         (0.27)         (0.26)         (0.49)         (0.50)
</TABLE>


                                     ******




                                      F-25
<PAGE>
BIONUTRICS, INC. AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS
(AS RESTATED) (IN THOUSANDS)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        BALANCE AT                                 BALANCE AT
                                        BEGINNING                                     END
                      DESCRIPTION        OF YEAR      ADDITIONS     DEDUCTIONS      OF YEAR
<S>                                    <C>            <C>           <C>            <C>
Year ended October 31, 1998 -
  Allowance for doubtful accounts          $ 23          $ 49          $  0           $ 72
Year ended October 31, 1999 -
  Allowance for doubtful accounts          $ 72          $  5          $(28)          $ 49
Year ended October 31, 2000 -
  Allowance for doubtful accounts          $ 49          $264          $ (2)          $311
</TABLE>

It is the Company's policy that certain return claims are posted directly to
accounts payable rather than flowing through the allowance account. However, as
all returns are debited to the returns and allowances expense account, there is
no impact to the statement of operations as a result of this treatment.

<TABLE>
<S>                                    <C>            <C>           <C>            <C>
Year ended October 31, 1998 -
  Provision for returns                    $ 17          $ 79          $(60)          $ 36
Year ended October 31, 1999 -
  Provision for returns                    $ 36          $283          $(58)          $261
Year ended October 31, 2000 -
  Provision for returns                    $261          $118          $(43)          $336
</TABLE>





                                      F-26
<PAGE>
         INCON PROCESSING,
         L.L.C.

         Financial Statements as of August 31, 2000
         and 1999, and for the Year Ended August 31,
         2000 and for the Period from June 25, 1999
         (Date of Inception) through August 31, 1999,
         and Independent Auditors' Report
<PAGE>
INDEPENDENT AUDITORS' REPORT

InCon Processing, L.L.C.
Phoenix, Arizona

We have audited the balance sheets of InCon Processing, L.L.C. (the "Company")
as of August 31, 2000 and 1999, and the related statements of operations and
changes in members' equity and of cash flows for the year ended August 31, 2000
and for the period from June 25, 1999 (date of inception) through August 31,
1999. 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 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, such financial statements present fairly, in all material
respects, the financial position of the Company at August 31, 2000 and 1999, and
the results of its operations and its cash flows for the year ended August 31,
2000 and for the period from June 25, 1999 (date of inception) through August
31, 1999 in conformity with accounting principles generally accepted in the
United States of America.

Deloitte & Touche LLP

Phoenix, Arizona
December 26, 2001


                                      F-27
<PAGE>
INCON PROCESSING, L.L.C.

BALANCE SHEETS
AUGUST 31, 2000 AND 1999
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
ASSETS                                                                      2000                  1999
<S>                                                                      <C>                   <C>
CURRENT ASSETS:
  Cash and cash equivalents                                              $   525,936           $   287,823
  Trade receivables - net of allowance for bad debts of $33,000
    and $1,000, respectively                                                 677,505               522,632
  Related party receivables (Note 5)                                          87,096
  Prepaid expenses and other current assets                                   37,505                 2,912
                                                                         -----------           -----------

          Total current assets                                             1,328,042               813,367

PROPERTY AND EQUIPMENT - Net (Note 3)                                      4,399,916             4,821,306

GOODWILL - Net (Note 2)                                                      816,564               864,132
                                                                         -----------           -----------

TOTAL                                                                    $ 6,544,522           $ 6,498,805
                                                                         ===========           ===========

LIABILITIES AND MEMBERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                       $    94,477           $   113,680
  Related party payables (Note 5)                                             10,882                 9,696
  Accrued liabilities and other current liabilities                          264,790               115,682
                                                                         -----------           -----------

          Total current liabilities                                          370,149               239,058
                                                                         -----------           -----------

COMMITMENTS AND CONTINGENCIES (Notes 4 and 5)

MEMBERS' EQUITY:
  Members' equity - InCon Technologies, Inc.                               3,200,000             3,200,000
  Members' equity - ACH Food Companies, Inc.                               3,200,000             3,200,000
  Accumulated deficit                                                       (225,627)             (140,253)
                                                                         -----------           -----------

          Total members' equity                                            6,174,373             6,259,747
                                                                         -----------           -----------

TOTAL                                                                    $ 6,544,522           $ 6,498,805
                                                                         ===========           ===========
</TABLE>


See notes to financial statements.


                                      F-28
<PAGE>
INCON PROCESSING, L.L.C.

STATEMENTS OF OPERATIONS AND CHANGES IN MEMBERS' EQUITY
YEAR ENDED AUGUST 31, AND FOR THE PERIOD FROM
JUNE 26, 1999 (DATE OF INCEPTION) THROUGH AUGUST 31, 1999
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                  2000                  1999
<S>                                           <C>                   <C>
REVENUES (Note 5):
  Services                                    $ 3,924,027           $   829,525
  Equipment sales                               1,486,402
                                              -----------           -----------

           Total revenues                       5,410,429               829,525
                                              -----------           -----------

COST OF REVENUES:
  Services (Note 5)                             2,821,914               549,283
  Equipment sales                                 893,749
                                              -----------           -----------

           Total cost of revenues               3,715,663               549,283
                                              -----------           -----------

GROSS PROFIT                                    1,694,766               280,242

SELLING, GENERAL, AND ADMINISTRATIVE
  EXPENSES (Notes 5 and 6)                      1,780,140               420,495
                                              -----------           -----------

NET LOSS                                          (85,374)             (140,253)

MEMBERS' CAPITAL CONTRIBUTIONS                                        6,400,000

MEMBERS' EQUITY, BEGINNING OF PERIOD            6,259,747
                                              -----------           -----------

MEMBERS' EQUITY, END OF PERIOD                $ 6,174,373           $ 6,259,747
                                              ===========           ===========
</TABLE>


See notes to financial statements.


                                      F-29
<PAGE>
INCON PROCESSING, L.L.C.

STATEMENTS OF CASH FLOWS
YEAR ENDED AUGUST 31, 2000 AND FOR THE PERIOD FROM
JUNE 26, 1999 (DATE OF INCEPTION) THROUGH AUGUST 31, 1999
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                   2000                  1999
<S>                                                                            <C>                   <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                     $   (85,374)          $  (140,253)
  Adjustments to reconcile net loss to net cash provided by (used in)
    operating activities:
    Depreciation and amortization                                                  546,147                89,823
    Changes in assets and liabilities:
      Trade receivables                                                           (241,969)               71,519
      Prepaid expenses and other current assets                                    (34,593)               (2,912)
      Accounts payable                                                             (18,017)             (268,020)
      Accrued liabilities and other current liabilities                            149,108               106,768
                                                                               -----------           -----------

           Net cash provided by (used in) operating activities                     315,302              (143,075)

CASH FLOWS USED IN INVESTING ACTIVITIES -
  Capital expenditures                                                             (77,189)              (41,346)

CASH FLOWS FROM FINANCING ACTIVITIES -
  Cash contributions by members                                                                          472,244
                                                                               -----------           -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                          238,113               287,823

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                     287,823
                                                                               -----------           -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                       $   525,936           $   287,823
                                                                               ===========           ===========


SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES -
  Contribution of net assets by InCon Technologies, Inc.:

    Accounts receivable                                                                              $   594,151
    Property and equipment                                                                             4,861,855
    Goodwill                                                                                             872,060
    Accounts payable                                                                                    (391,396)
    Accrued liabilities and other current liabilities                                                     (8,914)
                                                                                                     -----------

           Net assets contributed                                                                    $ 5,927,756
                                                                                                     ===========
</TABLE>


See notes to financial statements.


                                      F-30
<PAGE>
INCON PROCESSING, L.L.C.

NOTES TO FINANCIAL STATEMENTS
YEAR ENDED AUGUST 31, 2000 AND FOR THE PERIOD FROM JUNE 25, 1999
(DATE OF INCEPTION) THROUGH AUGUST 31, 1999
--------------------------------------------------------------------------------

1.       ORGANIZATION AND BASIS OF PRESENTATION

         InCon Processing, L.L.C. (the "Company") was created as a 50/50 joint
         venture between InCon Technologies, Inc. ("InCon"), a 100 percent-owned
         subsidiary of Bionutrics, Inc. ("Bionutrics"), and ACH Food Companies,
         Inc. ("ACH," formerly AC HUMKO CORP.) on June 25, 1999. InCon
         transferred substantially all of its assets, including cash of $72,244
         and goodwill of $872,060, and certain payables at a historical cost of
         $6 million to the Company, for which it received a payment of
         $3,000,000 from ACH for a 50 percent share of the net assets
         contributed. Both members have a 50 percent interest in the joint
         venture and share in its profits and losses equally. Additionally, ACH
         and InCon each made cash contributions to the venture of $200,000.

         The Company took over substantially all of the business previously
         engaged in by InCon relating to toll processing, molecular separation,
         and the design and sale of molecular separation facilities. The Company
         operates a chemical manufacturing facility near Chicago, Illinois. The
         Company provides its toll processing and molecular separation services
         for chemical, food processing, and pharmaceutical companies primarily
         in the United States of America and in Southeast Asia. The Company
         intends to attempt to utilize its expertise to expand its existing
         business into processing micronutrients that would be available for
         food grade products.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         The Company prepares its financial statements in accordance with
         accounting principles generally accepted in the United States of
         America.

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

         CASH AND CASH EQUIVALENTS - The Company considers all highly liquid
         investments purchased with an original maturity of three months or less
         to be cash equivalents.

         PROPERTY AND EQUIPMENT are recorded at cost. Improvements that extend
         the life or usefulness of an asset are capitalized. Depreciation is
         computed principally on a straight-line method over the estimated
         useful lives of the individual assets. The estimated useful lives of
         depreciable assets are:

<TABLE>
<S>                                                            <C>
          Equipment, furniture, and fixtures                   3 - 10 years
          Leasehold imrpovements                                   10 years
          Capitalized software                                      3 years
</TABLE>


                                      F-31
<PAGE>
         Leasehold improvements are amortized over the lesser of the lease life
         or the useful life of the asset. Expenditures of a repair and
         maintenance nature are expensed when incurred.

         GOODWILL is recorded at cost and is being amortized on a straight-line
         basis over twenty years. Goodwill is recorded net of accumulated
         amortization of $55,496 and $7,928 at August 31, 2000 and 1999,
         respectively.

         REVENUE - The Company recognizes revenues from services at the time
         service is rendered. Revenues on long-term distillation contracts are
         recorded on the basis of the estimated percentage of completion of
         individual contracts determined under the cost-to-cost method. The
         percentage deemed to be complete is calculated by comparing the costs
         incurred to date to estimated total costs for each contract.
         Adjustments to this measurement are made when management believes that
         actual costs incurred exceed the expected costs to date. Estimated
         losses on long-term contracts are recognized in the period in which the
         loss becomes apparent.

         The Company had two customers that accounted for approximately 31 and
         24 percent and 46 and 20 percent of total revenues for the year ended
         August 31, 2000 and the period ended August 31, 1999, respectively.

         INCOME TAXES - The Company has elected to be treated as a limited
         liability company for federal and state income tax purposes. As such,
         all taxable income or loss of the Company is included in the income tax
         returns of the respective members. Accordingly, no provision has been
         made for federal or state income taxes in the accompanying financial
         statements.

         NEW ACCOUNTING PRONOUNCEMENTS - Statement of Financial Accounting
         Standards ("SFAS") No. 133, Accounting for Derivative Instruments and
         Hedging Activities, is effective for all fiscal years beginning after
         June 15, 2000. SFAS No. 133, as amended, establishes accounting and
         reporting standards for derivative instruments, including certain
         derivative instruments embedded in other contracts, and for hedging
         activities. The statement is effective for the Company's fiscal year
         beginning September 1, 2000. SFAS No. 133 is not expected to have a
         material impact on the Company's financial statements.

         In July 2001, the Financial Accounting Standards Board ("FASB") issued
         SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and
         Other Intangibles. SFAS No. 141 requires the purchase method of
         accounting for business combinations initiated after June 30, 2001, for
         which the date of acquisition is July 1, 2001 or later, eliminates the
         pooling-of-interests method, and identifies criteria for the
         establishment of identifiable intangible assets separate from goodwill
         resulting from a business combination. SFAS No. 142 requires companies
         to cease amortizing goodwill that existed at June 30, 2001. SFAS No.
         142 also establishes a new method of testing goodwill for impairment on
         an annual basis or on an interim basis if an event occurs or
         circumstances change that would reduce the fair value of a reporting
         unit below its carrying value. The adoption of SFAS No. 142 will result
         in the discontinuation of amortization of the Company's goodwill on
         August 31, 2001; however, the Company will be required to test its
         goodwill for impairment under the new standard for its fiscal year
         beginning September 1, 2002, which could have an adverse effect on the
         Company's future results of operations if an impairment occurs. The
         Company has not completed evaluating the impact of implementing the
         provisions of SFAS Nos. 141 and 142.


                                      F-32
<PAGE>
         In October 2001, the FASB issued SFAS No. 144, Accounting for the
         Impairment or Disposal of Long-Lived Assets. SFAS No. 144 requires that
         long-lived assets be measured at the lower of carrying amount or fair
         value less cost to sell, whether reported in continuing operations or
         in discontinued operations. The standard is effective for the Company's
         fiscal year beginning September 1, 2002. The implementation of this
         standard is not expected to have a material impact on the Company's
         financial position or results of operations.

3.       PROPERTY AND EQUIPMENT

         As of August 31, property and equipment consisted of the following:

<TABLE>
<CAPTION>
                                                                      2000                  1999
<S>                                                               <C>                   <C>
          Equipment, furniture, and fixtures                      $ 4,960,485           $ 4,901,275
          Leasehold improvements                                        4,890
          Capitalized software                                          1,926                 1,926

          Construction in progress                                     13,089
                                                                  -----------           -----------

          Total                                                     4,980,390             4,903,201
          Less accumulated depreciation and amortization             (580,474)              (81,895)
                                                                  -----------           -----------

          Property and equipment - net                            $ 4,399,916           $ 4,821,306
                                                                  ===========           ===========
</TABLE>


4.       LEASES

         The Company has operating leases for office space and a vehicle that
         expire on various dates through July 31, 2007. Total rental expense was
         $169,006 and $29,200 for the year ended August 31, 2000 and the period
         ended August 31, 1999, respectively. Future minimum lease payments
         under noncancelable operating leases at August 31, 2000 are as follows:

<TABLE>
<S>                                                         <C>
          2001                                              $  163,650
          2002                                                 157,573
          2003                                                 151,496
          2004                                                 151,496
          2005                                                 151,496
          Thereafter                                           290,367
                                                            ----------

          Total                                             $1,066,078
                                                            ==========
</TABLE>


5.       RELATED PARTY TRANSACTIONS

         The Company provided molecular distillation services to ACH during the
         year ended August 31, 2000. The Company recorded revenues from ACH
         totaling $271,538 during year ended August 31, 2000, and the Company
         had receivables outstanding from ACH of $87,096 at August 31, 2000. In
         addition, beginning in January 2000, ACH extended health insurance
         coverage to the Company's employees and their dependents. The Company
         makes monthly payments to ACH as reimbursement for the medical coverage
         provided through ACH's insurance carrier. The Company recorded expenses
         for such health insurance totaling $84,585 during the year ended August
         31, 2000, and the Company had payables outstanding of $10,800 to ACH at
         August 31, 2000.


                                      F-33
<PAGE>
         Upon formation of the Company, it was agreed that Bionutrics, the
         parent company of InCon, would continue to provide administrative
         services to the Company until these activities could be transitioned to
         the Company. The Company made biweekly payments to Bionutrics as
         reimbursement for its biweekly payroll and payroll related costs.
         During the year ended August 31, 2000 and the period ended August 31,
         1999, the Company recorded expenses for these services of $769,700 and
         $445,928, respectively. In addition, the Company had payables to
         Bionutrics of $82 and $9,696 for these services at August 31, 2000 and
         1999, respectively.

6.       EMPLOYEE BENEFIT PLAN

         The Company has a defined contribution plan under Section 401(k) of the
         Internal Revenue Code. Each participant may elect to defer up to 15
         percent of his or her compensation and have such amounts matched by the
         Company at a rate of 50 percent for the first 6 percent contributed.
         The Company recognized expenses under this plan of $41,368 and $9,817
         during the year ended August 31, 2000 and period ended August 31, 1999,
         respectively.

                                     ******





                                      F-34
<PAGE>
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
         Exhibit No.    Description
         -----------    -----------

<S>                     <C>
         3.1            Restated Articles of Incorporation (1)

         3.2            Articles of Amendment to the Articles of Incorporation
                        (1)

         3.3            Bylaws (1)

         4.1            Form of Certificate evidencing shares of Common Stock
                        (1)

         10.1           Option granted to Hunt-Wesson, Inc. by LipoGenics, Inc.,
                        dated July 1992 (1)

         10.2           Agreement dated October 1995 between the Company and
                        Milton Okin, Kenneth Okin, Robert Okin and Nicki Closset
                        and Amendment to Agreement dated October 1995 (1)

         10.3           Agreement between the Company and C. Everett Koop for
                        the purchase of 20,000 shares of Common Stock and the
                        issuance of 180,000 options dated October 1995 (1)

         10.4           Additional Secured Loan Agreement dated March 1996
                        between the Company and Milton Okin (1)

         10.6           Stock Purchase Agreements dated September 16, 1996 and
                        October 31, 1996 between the Company and Spanswick
                        Limited(1)

         10.7           1996 Stock Option Plan, as amended through March 26,
                        1998 (7)

         10.8           Form of Stock Purchase Agreement and Subscription
                        Application entered into between the Company and certain
                        European investors in January and March 1997 pursuant to
                        Regulation S (3)

         10.9           Form of Stock Purchase Agreement entered into between
                        the Company and an institutional investor in September
                        1997 (3)

         10.10          Form of Stock Purchase Agreement and Note between the
                        Company and two overseas investors in October 1997 (3)

         10.11          Employment Agreement between the Registrant and John R.
                        Palmer (3)

         10.13          Agreement and Plan of Merger by and among InCon
                        Technologies, Inc., InCon Holdings, LLC, Bionutrics,
                        Inc. and BNRX, Inc.(2)

         10.14          Stock Purchase Agreement dated as of August 14, 1998,
                        between the Registrant and AC HUMKO CORP.(4)

         10.15          Warrant Agreement dated as of August 14, 1998, between
                        the Registrant and AC HUMKO CORP.(4)

         10.16          Technology Agreement dated as of August 14, 1998,
                        between AC HUMKO CORP. and Bionutrics Entities (filed in
                        redacted format pursuant to a confidential treatment
                        request) (5)

         10.17          Exclusive Supply Agreement dated as of August 14, 1998,
                        between AC HUMKO CORP. and Bionutrics Entities (filed in
                        redacted format pursuant to a confidential treatment
                        request) (5)

         10.19          Form of Asset Purchase Agreement dated as of October
                        1998 between AC HUMKO CORP. and Bionutrics Entities (6)

         10.20          Warrant Agreement for the purchase of 100,000 shares of
                        Common Stock between the Company and William M.
                        McCormick dated August 7, 1998 (7)

         10.21          Warrant Agreement for the purchase of 600,000 shares of
                        Common Stock between the Company and William M.
                        McCormick dated August 7, 1998 (7)

         10.22          Stock Purchase Agreement and Common Stock Purchase
                        Warrants dated January 28, 1999 between Ropart
                        Investments, LLC and the Company (8)

         10.23          Warrant Certificates dated April 27, 1999 issued to Gary
                        J. Shemano, Mart Bailey and Michael Jacks for an
                        aggregate of 100,000 shares of Common Stock and Warrant
                        Agreement effective April 9, 1998 between The Shemano
                        Group and the Company (8)
</TABLE>
<PAGE>
<TABLE>
<S>                     <C>
         10.24          Master Formation Agreement for InCon Processing, LLC
                        among AC HUMKO CORP., InCon Technologies, Inc., InCon
                        International, Inc., Nutrition Technology Corp., and
                        Bionutrics, Inc., dated June 25, 1999 (filed in redacted
                        format pursuant to a confidential treatment request) (9)

         10.25          Members Agreement for InCon Processing, LLC, between AC
                        HUMKO CORP. and InCon Technologies, Inc., dated June 5,
                        1999 (filed in redacted format pursuant to a
                        confidential treatment request) (9)

         10.26          First Amendment to Agreement for Purchase and Sale of
                        Assets (9)

         10.27          Warrant Agreement for the purchase of 30,000 shares of
                        Common Stock between the Company and IK Biotech, Inc.
                        dated as of March 19, 1998.

         10.28          Warrant Agreement for the purchase of 100,000 shares of
                        Common Stock between the Company and Cameron Associates
                        Inc. dated as of November 23, 1998.

         10.29          Promissory note for $500,000 dated December 22, 1999
                        between Milton Okin and the Company (10)

         10.30          Common Stock Purchase Agreement dated September 7, 2000
                        between the Company and Justicia Holdings Limited (11)

         10.31          Registration Rights Agreement dated September 7, 2000
                        between the Company and Justicia Holdings Limited (11)

         10.32          Escrow Agreement dated September 7, 2000 among the
                        Company, Justicia Holdings Limited and Epstein, Becker &
                        Green P.C. (11)

         10.33          Form of Stock Purchase Warrant pursuant to Common Stock
                        Purchase Agreement dated September 7, 2000 (11)

         10.34          Promissory note for $250,000 dated June 19, 2000 between
                        Milton Okin and the Company

         10.35          Common Stock Purchase Agreement dated September 20, 2000
                        between the Company and AMRO International, S.A. (12)

         10.36          Registration Rights Agreement dated September 20, 2000
                        between the Company and AMRO International, S.A. (12)

         10.37          Escrow Agreement dated September 20, 2000 among the
                        Company, AMRO International, S.A. and Epstein, Becker &
                        Green P.C. (12)

         10.38          Warrant Agreement for the purchase of 50,000 shares of
                        Common Stock dated September 20, 2000 between the
                        Company and AMRO International, S.A. (12)

         10.39          Common Stock Purchase Agreement dated October 25, 2000
                        between the Company and Tamarack International Limited
                        (12)

         10.40          Warrant Agreement for the purchase of 50,000 shares of
                        Common Stock dated October 25, 2000 between the Company
                        and Tamarack International Limited (12)

         10.41          Series A Convertible Preferred Stock Acquisition
                        Agreement dated October 27, 2000 between the Company and
                        Milton Okin (12)

         10.42          Common Stock Acquisition Agreement dated October 28,
                        2000 between the Company and Macropower Development
                        Limited (12)

         10.43          First Modification to the Master Formation Agreement for
                        InCon Processing, LLC, entered into October 30, 2000
                        among ACH Food Companies, Inc. (formerly AC HUMKO
                        CORP.), InCon Technologies, Inc., InCon International,
                        Inc., Nutrition Technology Corp. and Bionutrics, Inc.
                        (12)

         10.44          First Modification to the Members Agreement for InCon
                        Processing, LLC, entered into October 30, 2000 among ACH
                        Food Companies, Inc. (formerly AC HUMKO CORP.), InCon
                        Technologies, Inc. and Bionutrics, Inc. (12)

         10.45          Common Stock Acquisition Agreement dated October 30,
                        2000 between the Company and ACH Food Companies, Inc.
                        (formerly AC HUMKO CORP.) (12)

         10.46          Warrant Agreement for the purchase of 2,000,000 shares
                        of Common Stock dated October 30, 2000 between the
                        Company and ACH Food Companies, Inc. (formerly AC HUMKO
                        CORP.) (12)
</TABLE>
<PAGE>
<TABLE>
<S>                     <C>
         10.47          Common Stock Purchase Agreement dated December 20, 2000
                        by and between the Company and Ropart Investments, LLC
                        (12)

         10.48          Warrant Agreement for the purchase of 70,000 shares of
                        Common Stock dated December 20, 2000 between the Company
                        and Ropart Investments, LLC (12)

         21             Subsidiaries of the Company

         23.1           Consent of Deloitte & Touche


</TABLE>

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

    (1)  Incorporated by reference to Registrant's Form 10 filed with the
         Commission on or about January 21, 1997.

    (2)  Incorporated by reference to Registrant's Form 8-K filed with the
         Commission on or about November 7, 1997, as amended by Registrant's
         Form 8-K/A filed with the Commission on or about January 30, 1998.

    (3)  Incorporated by reference to Registrant's Form 10-K filed with the
         Commission on or about January 15, 1998, as amended by Registrant's
         Form 10-K/A filed with the Commission on or about January 30, 1998.

    (4)  Incorporated by reference to Registrant's Form 8-K filed with the
         Commission on or about August 31, 1998.

    (5)  Incorporated by reference to Registrant's Form 8-K/A filed with the
         Commission on or about October 13, 1998.

    (6)  Incorporated by reference to Registrant's Form 8-K filed with the
         Commission on or about October 21, 1998.

    (7)  Incorporated by reference to Registrant's Form 10-K filed with the
         Commission on or about January 29, 1999.

    (8)  Incorporated by reference to Registrant's Second Quarter Form 10-Q
         filed with the Commission on or about June 10, 1999

    (9)  Incorporated by reference to Registrant's form 8-K filed with the
         Commission on or about July 12, 1999.

    (10) Incorporated by reference to Registrant's First Quarter Form 10-Q filed
         with the Commission on or about March 15, 2000

    (11) Incorporated by reference to Registrant's Third Quarter Form 10-Q filed
         with the Commission on or about September 13, 2000

    (12) Incorporated by reference to Registrant's Form 10-K filed with the
         Commission on or about January 17, 2001