<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 Amendment No. 1
                                       to
                                  Form 10-KSB/A

   /X/   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934 (FEE REQUIRED).

         For the fiscal year ended December 31, 1998.

   / /   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934 (NO FEE REQUIRED).

         For the transition period from __________ to __________.

                                        Commission file number   0-19827

                                  HYMEDIX, INC.
                 (Name of Small Business Issuer in Its Charter)

         Delaware                                           22-3279252
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)

               2245 Route 130, Suite 101, Dayton, New Jersey 08810 
           (Address of principal executive offices, including zip code)

Registrant's telephone number, including area code:  (732) 274-2288

Securities registered under Section 12(b) of the Exchange Act:  None

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

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                                 Yes X   No
                                    ---     ---


                                     Page 1
<PAGE>


Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]

State registrant's revenues for its most recent fiscal year:    $1,651,665

The aggregate market value of the voting stock held by non-affiliates, based
upon the average of the bid and asked price of the Common Stock on March 26,
1999 as reported by The OTC Bulletin Board, was approximately $75,213. Shares of
Common Stock held by each officer and director and by each person who owns 5% or
more of the outstanding Common Stock have been excluded in that such persons may
be deemed to be affiliates for this purpose but not necessarily for other
purposes.

The number of shares of Common Stock outstanding as of March 26, 1999 was
5,713,500.

Transitional Small Business Disclosure Format (Check one):

                                                Yes       No   X
                                                    ---       ---

                       Documents Incorporated by Reference

                                      None


                                     Page 2
<PAGE>



                                  HYMEDIX, INC.

                                      INDEX

                                                                      Page No.
PART III

     Item 10.     Executive Compensation                                  4
     Item 11.     Security Ownership of Certain Beneficial Owners         6
                  and Management
     Item 12.     Certain Relationships and Related Transactions          9

SIGNATURES                                                               10


                                     Page 3
<PAGE>






                                    PART III



Item 10.      Executive Compensation.

The table below sets forth certain compensation information for the fiscal year
ended December 31, 1998, 1997 and 1996 with respect to HYMEDIX, Inc.'s
("HYMEDIX's" or the "Company's") Chief Executive Officer.

                                  HYMEDIX, INC.
                           Summary Compensation Table

<TABLE>
<CAPTION>

                                                                             Long-Term
                                                                            Compensation
                                                                            ------------
                                    Annual Compensation                        Awards
                                                                            ------------
                          ---------------------------------------            Securities
   Name and                                          Other Annual            Underlying
   Principal                                         Compensation              Options
   Position               Year          Salary($)        ($)                     (#)
   ---------              ----          ---------    ------------            ----------
<S>                       <C>             <C>              <C>                  <C>
Charles K. Kliment,       1998            103,500          0                      0
President and Chief       1997             74,196          0                      0
Executive Officer         1996             95,500          0                    4,000
</TABLE>

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

                             Number of Securities
                             Underlying Unexercised
                             Options at FY-End (#)
                             Exercisable/Unexercisable
----------------------------------------------------------------------------

Charles K. Kliment,             18,072/18,072
President and Chief
Executive Officer


       The Company has no pension, retirement, annuity, savings or similar
benefit plan for its executive officers.


                                     Page 4
<PAGE>






Executive Employment and Related Agreements

         Each of the Company's current and former employees and consultants
having access to its proprietary or technical information has executed a
confidentiality and invention assignment agreement with the Company.

         As of January 1, 1998, HYMEDIX entered into a Consulting Agreement with
Dr. Vladimir A. Stoy, a Company Director (the "Stoy Consulting Agreement"),
pursuant to which Dr. Stoy will serve on HYMEDIX's Board of Directors and render
certain consulting services to HYMEDIX. Under the Stoy Consulting Agreement, Dr.
Stoy is to be available to render services to HYMEDIX from time to time and is
to receive consulting fees of $1,000 per diem for consulting services rendered.
The Stoy Consulting Agreement is terminable by HYMEDIX for cause, upon Dr.
Stoy's death or disability. The agreement may be terminated by Dr. Stoy for
cause or upon 30 days prior notice to HYMEDIX.

         Director Stock Option Plan. On June 6, 1996, the Company's stockholders
approved the adoption of the Company's Director Stock Option Plan (the "Director
Plan"). The Director Plan is intended to provide nondiscretionary option grants
to independent Directors of the Company as follows: (1) to those persons already
serving on the Board and who are not employees, an option exercisable for 9,000
shares of the Company's Common Stock on the effective date of the Director Plan
and, for so long as service on the Board continues, an option of 2,000 shares of
the Company's Common Stock on each anniversary date thereof and (2) to those
persons joining the Board after the effective date of the Director Plan and who
are not employees, an option exercisable for 5,000 shares of the Company's
Common Stock on the date of election or appointment and, for so long as service
on the Board continues, an option for 2,000 shares of the Company's Common Stock
on each anniversary date of his or her joining the Company's Board, in each case
exercisable at fair market value and subject to certain provisions of
forfeiture. The Director Plan permits the grant of options to purchase up to an
aggregate of 50,000 shares of Common Stock, all of which were reserved for
grants under the Director Plan as of April 15, 1996.



                                     Page 5
<PAGE>





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

         The following table sets forth certain information as of March 31, 1999
regarding the beneficial ownership of the Company's Common Stock by: (a) all
those known by the Company to be beneficial owners of more than 5% of its Common
Stock; (b) all Directors; (c) each of the executive officers of the Company
named in the Summary Compensation Table; and (d) all executive officers and
Directors of the Company as a group:


<TABLE>
<CAPTION>
       Name and Address                             Shares Beneficially
      of Beneficial Owner                               Owned(1)
      -------------------                       ---------------------------
                                                Number           Percentage
                                                ------           ----------
<S>                                             <C>                   <C>
Kingston Technologies                           1,384,551             24.23%
 Limited Partnership (2)(3)

First Taiwan Investment                         2,658,423             46.53%
 Holding Inc. (4)(5)(6)

First Taiwan Venture                            2,658,423             46.53%
 Capital Inc. (4)(5)(7)

First Taiwan Investment and                     2,658,423             46.53%
 Development, Inc. (4)(5)(8)

Vladimir A. Stoy, Ph.D. (2)(3)                  1,390,180             23.94%

William G. Gridley, jr. (2)(3)                  1,452,065             25.01%

George P. Stoy (2)(3)                           1,404,437             24.19%

Sheng-Hsiung Hsu (4)(5)(9)                      2,658,423             46.53%

Dr. Hsia-Fu Chao (4)(5)(10)                     2,658,423             46.53%

Shu-Jean Kuo Chou (4)(5)(11)                    2,658,423             46.53%

Michael K. Hsu (4)(5)(12)                       2,658,423             46.53%

John E. Bagalay Jr. (13)                           ---                  ---
 Boston University
 108 Bay State Road
 Boston, MA

Edward H. Jennings, Ph.D.                          ---                  ---
 The Ohio State University
 154 W. 12th Street
 Columbus, OH

</TABLE>

                                     Page 6
<PAGE>





<TABLE>
<S>                                             <C>                   <C>

Charles K. Kliment (14)                          18,072                  *
 321 Walnut Lane
 Princeton, NJ

Joseph Mo (15)                                   430,048               6.67%
 One Belleview Terrace
 Princeton, NJ

      All officers and Directors                4,136,003             71.23%
      as a group (11 persons)
</TABLE>

*     Less than one percent (1%).

(1)   Shares of Common Stock subject to options or warrants exercisable as of
      March 31, 1999 (or exercisable within 60 days after such date), are deemed
      outstanding for purposes of computing the percentage ownership of the
      person holding such option or warrant but are not outstanding for purposes
      of computing the percentage of any other person. Unless otherwise
      indicated in these footnotes, each stockholder has sole voting and
      investment power with respect to the shares beneficially owned.

(2)   Includes shares owned of record by Kingston Technologies Limited
      Partnership ("KTLP"). The general partners of KTLP include Vladimir A.
      Stoy, William G. Gridley, jr., George P. Stoy (each a Director of the
      Company) and Oak II, Inc., a corporation controlled by such Directors.
      Each of Vladimir A. Stoy, William G. Gridley, jr., and George P. Stoy
      exercises shares voting and investment power with respect to the shares of
      Common Stock of the Company held by KTLP and disclaims beneficial
      ownership of such shares except to the extent of his partnership interest
      in KTLP. Also gives effect to the exercise by Research Corporation
      Technologies, Inc., a Delaware nonprofit corporation ("RCT") and a
      stockholder of HYMEDIX, of its right to require KTLP to transfer and
      assign without further consideration, that number of shares of HYMEDIX
      Common Stock (166,271 shares) to make RCT's total holding of HYMEDIX
      Common Stock equal to 5% of HYMEDIX's outstanding Common Stock on a
      modified fully diluted basis (excluding shares reserved for issuance upon
      exercise of options granted under the HYMEDIX Stock Option Plan and
      conversion of HYMEDIX Series A Redeemable Preferred Stock) upon the
      effective date of the Company's Registration Statement on Form SB-2
      (effective August 12, 1995).

(3)   The business address of each of these persons is c/o HYMEDIX, Inc., 2245
      Route 130, Dayton, New Jersey 08810.

(4)   The business address of each of these persons is 13th Floor, 563 Chung
      Hsiao East Road, Section 4, Taipei, Taiwan 10516.


                                     Page 7
<PAGE>




(5) Consists of the following:

<TABLE>
<S>                                                                           <C>
* shares owned of record by First Taiwan Investment Holding Inc. ("FTIHI")  607,245
* shares owned of record by First Taiwan Venture Capital Inc. ("FTVC")    2,150,158
* shares owned of record by First Taiwan Investment and                   2,559,343
    Development, Inc. ("FTIDI")
                                                                          ---------
Total                                                                     5,316,746
</TABLE>

Based on a Schedule 13D dated as of February 23, 1994 filed by FTIHI, FTVC,
FTIDI and Dr. Chao, such persons may be deem to form collectively a "group" and
each of such persons may be deemed to share voting power with each other with
regard to the foregoing shares. Dr. Chao, in his capacity as Chairman of FTIHI,
may also be deemed to share dispositive power over the shares of Common Stock
owned of record by or issuable to FTIHI.

(6)   FTIHI disclaims beneficial ownership as to 607,345 of such shares.

(7)   FTVC disclaims beneficial ownership as to 2,150,158 of such shares.

(8)   FTIDI disclaims beneficial ownership as to 2,559,343 of such shares.

(9)   Mr. Hsu is Chairman of FTVC. Mr. Hsu disclaims beneficial ownership of all
      such shares, except to the extent of his investment interest therein.

(10)  Dr. Chao is Chairman of FTIHI. Dr. Chao disclaims beneficial ownership of
      all such shares, except to the extent of his investment interest therein.

(11)  Ms. Chou is a Director of FTIHI. Ms. Chou disclaims beneficial ownership
      of all such shares, except to the extent of her investment interest
      therein.

(12)  Mr. Hsu is a Director of FTVC and until June 1995, was Executive
      Vice-President of each of FTIHI, FTVC and FTIDI. Mr. Hsu disclaims
      beneficial ownership of all such shares, except to the extent of his
      investment interest therein.

(13)  Mr. Bagalay is Managing Director of the Community Development Fund of
      Boston University. Mr. Bagalay disclaims beneficial ownership of all such
      shares.

(14)  Includes 18,072 shares of Common Stock that Mr. Kilment has the right to
      acquire upon the exercise of stock options.

(15)  Includes 430,048 shares of Common Stock that Mr. Mo has the right to
      acquire upon the exercise of a warrant.




                                     Page 8
<PAGE>




Item 12. Certain Relationships and Related Transactions.

              In April 1996, the Company issued convertible bonds in the
aggregate principal amount of approximately $981,000 (the "June Bonds") pursuant
to a Convertible Bond Purchase Agreement effective February 27, 1996, by and
among the Company, HYMEDIX International, First Taiwan Investment and
Development, Inc. and the Purchasers (as defined therein). The June Bonds bear
interest at a rate of 7% per annum and matured (after being extended) on
December 31, 1997. The June Bonds are convertible in whole or in part at any
time prior to payment or prepayment into one thousand (1,000) shares of common
stock of the Company for each one thousand dollars ($1,000) of principal amount
outstanding. Interest on the June Bonds is payable at maturity or upon
prepayment or conversion thereof.


                                    Page 9
<PAGE>




                                   SIGNATURES

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

                             HYMEDIX, INC.
                             (Registrant)

Date: April 30, 1999         By:  /s/ Charles K. Kliment, Ph.D.
                                  -----------------------------
                                      Charles K. Kliment, Ph.D.
                                      President (Principal Executive Officer)

              In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
<TABLE>
<CAPTION>

       Signature                        Title                                 Date
<S>                              <C>                                  <C>   
By: /s/ Charles K. Kliment         President, (Principal Executive      April 30, 1999
Charles K. Kliment                   Officer)

By:  /s/ William G. Gridley, Jr.   Chairman, Chief Financial            April 30, 1999
William G. Gridley, Jr.              Officer (Secretary, Treasurer,
                                     Principal Financial Officer
                                     and Principal Accounting
                                     Officer); Director

By:  /s/ Vladimir A. Stoy          Director                             April 30, 1999
     --------------------
Vladimir A. Stoy

By:  /s/ George P. Stoy            Director                             April 30, 1999
     --------------------
George P. Stoy

By:  /s/ John E. Bagalay, Jr.      Director                             April 30, 1999
     --------------------
John E. Bagalay, Jr.

By:  /s/ Edward H. Jenning         Director                             April 30, 1999
     --------------------
Edward H. Jennings

By:  /s/ Sheng-Hsiung Hsu          Director                             April 30, 1999
     --------------------
Sheng-Hsiung Hsu

By:  /s/ Dr. Hsia-Fu Chao           Director                             April 30, 1999
     --------------------
Dr. Hsia-Fu Chao

By:  /s/ Shu-Jean Kuo Chou          Director                             April 30, 1999
     --------------------
Shu-Jean Kuo Chou

By:  /s/ Michael K. Hsu             Director                             April 30, 1999
     --------------------
Michael K. Hsu
</TABLE>

                                    Page 10