UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A

                                 AMENDMENT No. 1

(Mark One)

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

                   For the fiscal year ended February 28, 2002

                                       OR

[_]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

        For the transition period from _______________ to _______________

                         Commission file number 1-12680

                              ORYX TECHNOLOGY CORP.
           (Name of small business issuer as specified in its charter)

           Delaware                                              22-2115841
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(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

4340 Almaden Expressway, Suite 220
San Jose, California                                               95118
----------------------------------------                         ----------
(Address of principal executive offices)                         (Zip Code)

Issuer's Telephone Number, including area code:                (408) 979-2955
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Securities registered pursuant to Section 12(b) of the Act:

                                                           Name of each exchange
      Title of each class                                  on which registered
      -------------------                                 ----------------------
 Common Stock, $.001 par value                            NASDAQ SmallCap Market

Securities registered pursuant to Section 12(g) of the Act:
                                      None
--------------------------------------------------------------------------------
                                (Title of class)

                                      None
--------------------------------------------------------------------------------
                                (Title of class)

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<PAGE>

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

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

     Issuer's revenues from continuing operations for its most recent fiscal
year were $605,000.

     As of April 30, 2002, 1,832,834 shares of common stock and preferred stock
convertible into 4,375 shares of common stock of Issuer were outstanding. The
aggregate market value of the shares of common stock held by non-affiliates of
Issuer, based on the average of the closing bid and asked prices on April 30,
2002: $3.15 and $3.35 quoted by the National Association of Securities Dealers
Automated Quotation System ("NASDAQ"), was approximately $4,821,730.(1)

                       DOCUMENTS INCORPORATED BY REFERENCE

None.

    Transitional Small Business Disclosure Format (check one): Yes |_| No |X|

     This Annual Report on Form 10-KSB contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995,
particularly statements regarding market opportunities, market share growth,
competitive growth, new product introductions by our licensees, success of
research and development efforts by our licensees and customer acceptance of new
products. These forward-looking statements involve risks and uncertainties, and
the cautionary statements set forth below identify important factors that could
cause actual results to differ materially from those predicted in any such
forward looking statements. Such factors include, but are not limited to,
adverse changes in general economic conditions, including adverse changes in the
specific markets for our products, adverse business conditions, dependence upon
our licensees for the commercial success of our products, adverse changes in
customer order patterns, increased competition, lack of acceptance of new
products, pricing pressures, lack of success in technological advancement, and
factors such as those listed in Risk Factors below.


-----------------------
1 For purposes of this Report, shares held by non-affiliates were determined by
aggregating the number of shares held by officers and directors of the Issuer,
and by others who, to Issuer's knowledge, own 5% or more of Issuer's common
stock, including shares of preferred stock convertible into common stock, and
subtracting those shares from the total number of shares outstanding. The price
quotations supplied by NASDAQ represent prices between dealers and do not
include retail mark-up, markdown or commission and do not represent actual
transactions.

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<PAGE>

This Amendment No. 1 to the Form 10-KSB of Oryx Technology  Corp. for the fiscal
year ended February 28, 2002 is being filed to amend Item 6 and the notes to the
Financial Statements  referenced in Item 13 of the original Form 10-KSB filed on
May 29, 2002.

                                     PART I

Item 1.  Description of Business.

         Introduction

     Oryx Technology Corp. is the successor of Advanced Technology,  Inc., which
was  incorporated  on April 21, 1976 in New Jersey.  On July 25, 1993,  Advanced
Technology formed Oryx as a wholly-owned  Delaware subsidiary,  and on September
29,  1993,  Advanced  Technology  merged  with and into  Oryx  Technology  Corp.
References to "Oryx," "we," "our" and "us" refer to Oryx  Technology  Corp.  and
its consolidated subsidiary.

     During fiscal 1998 we initiated a restructuring of our operations. Through
fiscal 1998, we designed, manufactured and marketed specialized components,
analytical equipment and instrumentation products for original equipment
manufacturers, in the information technology industry. We operated three
majority owned subsidiaries, focusing on three distinct market segments:

o    power conversion products (Oryx Power Products Corporation);

o    electrical surge protection products (SurgX Corporation); and

o    materials analysis and test equipment and specialized materials products
     (Oryx Instruments and Materials Corporation).

     During the later part of fiscal 1998 we embarked upon a major restructuring
program which resulted in:

o    the sale on February 27, 1998 of the test equipment portion of the business
     of Oryx Instruments and Materials Corporation;

o    the sale on March 2,  1998 of  substantially  all of the  business  of Oryx
     Power Products Corporation in its entirety; and

o    the sale on August 18, 1999 of the remaining operations of Oryx Instruments
     and Materials Corporation, consisting of the carbon target assembly and
     related materials coating business.

     Today we are a technology licensing and investment and management services
company with two primary focuses:

o    collecting  royalties for our SurgX  technology  from our SurgX  licensees,
     Cooper Electronics Technologies, Inc. and IRISO Electronics, Ltd.; and

o    maintaining our current portfolio of investments in technology start-up
     companies and providing management services in technology start-up
     companies we have invested in


                                        3
<PAGE>

     and others through our investment and  management  services  company,  Oryx
     Ventures, LLC.

     As a result of the restructuring of our business, we have disposed of
substantially all of our operating businesses which accounted for substantially
all of our revenue. In the absence of increased royalty revenue from the sale of
our SurgX technology through our licensees, which to date has not occurred, such
restructuring has sharply reduced our revenues without creating opportunities to
offset the lost revenues. The licensees of our SurgX technology have, to date,
not been successful in shipping products incorporating our SurgX technology in
significant volumes and there can be no assurances that they will be successful
in generating substantial sales of SurgX based products in the future. We have
no reasonable expectation that the licensee of our Intragene technology will be
successful in shipping any products incorporating our Intragene technology that
would generate royalty revenues for us.

         SurgX Corporation

         Business Overview

     SurgX Corporation, or SurgX, is the subsidiary through which we license
SurgX, our proprietary surge protection technology. The underlying technology
developed by SurgX is currently licensed exclusively to two licensees, Cooper
Bussmann, or Cooper Electronics Technologies, and IRISO Electronics Company,
Ltd., or IRISO. Products manufactured by these licensees and utilizing SurgX's
proprietary technology are targeted to be sold to original equipment
manufacturers, or OEMs, and contract manufacturers in the computer,
communication, and electronics industries to provide protection against
electrostatic discharge, or ESD, events through discrete devices at the printed
circuit board level.

     Our proprietary SurgX technology for over-voltage protection is comprised
of a specialized polymer formulation containing inorganic solids, metal
particles and adhesion-promoting agents which can be tailored for use against
surge threats at different voltage and power levels. In fiscal 2001, we
transferred all trade secrets and manufacturing know-how for SurgX liquid to our
licensees to facilitate the transfer of manufacturing SurgX liquid from SurgX to
our licensees.

     The licensees of our SurgX technology have, to date, not been successful in
shipping products incorporating our SurgX technology in significant volumes and
there can be no assurances that they will be successful in generating
substantial sales of products based on our SurgX technology in the future.

Licensees

         Cooper Electronics Technologies

     In fiscal year 1997, an exclusive world wide, except for Japan, license was
granted to Cooper Bussmann for the manufacture and marketing of surface mount
and connector array components using SurgX technology. Cooper Bussmann is a
leading manufacturer of fuses and its target market for products incorporating
the SurgX technology is the electronics market. In consideration for this
license, Cooper Bussmann paid us $750,000 in development funding, and,


                                        4
<PAGE>

subject to terms of the license agreement, became obligated to pay royalties to
us for approximately eleven years based upon Cooper Bussmann sales of SurgX
surface mount components and connectors. In September of 1997, this license
agreement was amended to extend its term to 20 years, expand Cooper Bussmann
license rights for SurgTape for board-level ESD protection, and provide SurgX
with a cash advance of $1.7 million, in the form of non-refundable minimum
royalties to finance further the development and commercialization of SurgTape.
At this time, SurgTape has not been commercialized and activities by SurgX to
develop SurgTape for board-level ESD protection have been abandoned.

     During fiscal 2000, Cooper Bussmann formed Cooper Electronics Technologies,
Inc. to handle research, development, manufacturing and sales and marketing
functions for the P.C. board level electronic circuit protection and
conditioning products within Cooper Bussmann. This effort includes several
technologies, including products incorporating SurgX technology. Cooper
Electronics Technologies has a worldwide network of direct sales and
representative entities and technical distribution groups responsible for the
promotion and sales support of its products including SurgX electrostatic surge
protection devices.

     Cooper Bussmann had initially started manufacturing discrete components
incorporating SurgX technology. In order to address the market requirements of
high volume and low cost, which could not be achieved in Cooper Bussmann
manufacturing facilities, Cooper Bussmann initiated an offshore manufacturing
arrangement with an Asian based contract manufacturer. Based upon initial
forecasts, this contract manufacturer's production capacity was initially sized
to handle a monthly capacity of ten million units of Cooper Bussmann's 0805
products with the ability to scale capacity to handle anticipated increased
demand for products incorporating SurgX technology; to date this increased
demand has not materialized. During calendar 2001, due to slow market conditions
in the electronics industry in general coupled with high levels of inventory,
Cooper Electronics Technologies' contract manufacturer temporarily suspended
manufacturing SurgX components, except for sample quantities of the new 0603
discrete component for evaluation and qualification purposes. As of December
2001, Cooper Electronics Technologies' contract manufacturer resumed the
manufacturing process starting with the new 0603 ESDA product, which was
released in January 2002. The 0603 ESDA product continues to be sampled to
customers manufacturing cellular devices, PDA's, set top boxes, DSL type
equipment, and there is on going product evaluation at numerous OEMs, such as
Motorola, (set top boxes, and high speed internet connection boards) several
automotive suppliers in Europe, (antenna and global positioning systems) large
Asian manufacturers such as Sharp, Aiwa, Panasonic, several European and Korean
companies and others, worldwide. The 0603 product is gaining popularity with the
designer community due to the high frequency performance and new pricing
policies aimed at replacing other devices traditionally used for ESD protection.
Cooper Bussmann has gained many design wins at large customers like Canon,
Panasonic, Sanyo, Toshiba, Motorola, Siemens, Fujitsu and others like Sony are
in process.

     Due to the transfer of SurgX product manufacturing offshore by Cooper
Bussmann and the reorganization of Cooper Electronics Technologies in fiscal
2000, sales of SurgX products by Cooper Electronics Technologies for fiscal 2001
were under three million units, which is substantially lower than previously
anticipated. However, Cooper Electronics Technologies restructuring of its
manufacturing and other operations did improve its capacity to market our SurgX
technology. SurgX technology has now been designed in products offered by more
than thirty OEMs, and is also in active


                                        5
<PAGE>

product evaluation with numerous OEMs, including several well known
organizations. Due to the long lead times from design wins to production orders,
competitive product substitutions and risk of cancellation of product programs,
coupled with the recent significant downturn in the electronic components market
these design wins have not resulted in significant sales of SurgX products.

     Sales of SurgX products in fiscal 2002 started out significantly lower than
previously anticipated, with less than 18 million units shipped during fiscal
2002, partially due to the overall slowdown in the electronic industry and
increased technical protection performance requirements demanded from customers
that have yet to be achieved by our SurgX technology. The inability of our SurgX
polymer technology to meet more stringent technical protection requirements of
new integrated circuit devices and fiber optic amplifier components is the
primary cause of the shortfall in expected sales. However, during the fourth
calendar quarter of 2001, as a result of a shift in marketing strategy, Cooper
Electronics Technologies received orders for over 22 million combined units of
its older technology product, the 0805 discrete component, and its new 0603 ESDA
product and 4line1206 array product. As of April 30, 2002, it had shipped
substantially all units of the approximately 22 million units ordered. The sales
prices of the devices are lower than expected due partially to the lower that
required performance (application sensitive sales) and the low pricing of the
competing devices in the market. However with the concentrated application
engineering and marketing effort, CET has shipped over 18 million devices
(combination of 0603, 0805, and 4 line array configurations) year-to-date to
various customers. The 0603 product alone accounted for several millions shipped
year-to-date.

     During fiscal year 2000, all SurgX research and development efforts were
transferred from Oryx to Cooper Electronics Technologies. In fiscal 2001, a
Cooper Electronics Technologies polymer devices facility was established to
support polymer development, manufacturing and marketing activities. This
facility also includes technologies for several other Cooper Electronics
Technologies' devices, such as supercapacitors. Cooper Electronics Technologies'
manufacturing and process know-how have been utilized to improve the processing
yields, the consistency and the logistics of SurgX liquid manufacturing, and the
focused marketing and application engineering effort has improved the
integration and manufacturing of SurgX liquid technology with finished ESD
protection device manufacturing.

     Cooper Electronics Technologies is working on new product development and
has developed and introduced a four-line array product to address the
requirements of the cellular market. In late calendar 2001, it completed the
prototype phase and product validation testing of the 0603 discrete component
package with better protection capability and lower trigger voltage and is in
the process of prototype development, of a much smaller footprint component, a
0402 package style in addition to other smaller multi-line variants. In
addition, Cooper Electronics Technologies has identified the market requirements
necessary to be able to participate in a more significant portion of the
potential market for ESD type transient voltage protection devices. This high
volume market will require significant electrical performance improvements to
the liquid polymer which will require enhancements to the current polymer system
to achieve much lower trigger and clamping voltage performance. However, there
can be no assurance if, or at what level, Cooper Electronics Technologies will
continue its development efforts. Cooper Electronics Technologies has informed
the Company that unless it receives significant orders for its SurgX based
products and/or finds other companies willing to share in SurgX development
costs, it will significantly curtail or abandon all SurgX related development
activities.


                                        6
<PAGE>

     In September 2001, due to disappointing sales results of Cooper Electronics
Technologies' products incorporating SurgX technology, we began negotiations
with Cooper Electronics Technologies to amend the exclusive license agreement to
allow us to license our SurgX technology to other entities. We have not yet
reached a definitive agreement with Cooper Electronics Technologies. Further,
Cooper Electronics Technologies has informed us that they will not make an
additional $1 million royalty payment due in July 2002 to maintain its exclusive
license to the SurgX technology. At such time, the license granted to Cooper
Electronics Technologies will be nonexclusive. We are currently in initial
discussions with three companies interested in licensing our SurgX technology.
However, until we reach an agreement with Cooper Electronics Technologies to
amend its existing license to allow us to license the SurgX technology to other
entities or the exclusivity provision in such license expires in July upon
nonpayment of the $1 million royalty by Cooper Electronics Technologies, we are
unable to proceed with negotiations with any other potential licensee of the
SurgX technology. There can be no assurance that Cooper Electronics Technologies
will agree to any amendment of the exclusive license, and if it does, that we
will be successful in entering into license agreements for our SurgX technology
on an acceptable commercial basis with other third parties.

         IRISO

     In November 1997, IRISO, a manufacturer of high engineering connectors and
precision metal pins for electronic equipment, made an investment of $500,000 in
SurgX Corporation in exchange for an equity ownership interest of approximately
three percent of the total outstanding shares of SurgX Corporation. In
conjunction with this equity investment, IRISO received a fifteen-year
co-license to manufacture and sell our SurgX technology exclusively in Japan for
board level ESD protection. These products are marketed under the SurgX
trademarks. In fiscal 1999, IRISO started volume production and sales of 0805
surface mount components. Sales in fiscal 2000 were minimal, with IRISO shipping
production quantities to two major OEMs and in lesser amounts to five other
customers. While shipments in fiscal 2001 and fiscal 2002 were up significantly,
at approximately 12 million units for each year, these sales levels are much
lower than initially forecasted Sales of SurgX products by IRISO have been
negatively affected by a significant downturn and continued weakness in the
electronic components markets and market requirement of improved ESD protection
capabilities. IRISO is currently shipping to eight OEMs. Additionally, there are
several customers currently evaluating IRISO products incorporating the SurgX
technology. In fiscal 2001, IRISO paid Oryx $100,000 in licensing royalties for
shipments during the year. In fiscal 2002, IRISO paid its minimum licensing
royalty obligation of $200,000 for the royalty year ending September 2001.

     In fiscal 2000, IRISO launched a SurgX component in a standard passive
component package style, its 0805 package. Current development efforts for
future products are chip and network chip for optical devices and the next
generation cellular phone. Electrical performance improvements of reduced clamp
voltage (trigger voltage) and electrical shorting must be achieved to create
additional sales opportunities. Without these improvements, we expect that
IRISO's sales volume of products incorporating SurgX technology in the near term
will only rise modestly.

     In fiscal 2002 we transferred the manufacturing of SurgX liquid material to
IRISO in Japan. Future liquid manufacturing enhancements and liquid development
activities will be borne by IRISO with limited support for our internal
development activities.


                                        7
<PAGE>

Market for the SurgX Technology

     As the information technology industry increases capacity and performance,
faster speeds, smaller chip geometries and lower operating voltages are
required. These developments have been accompanied by increases in product
susceptibility to failures from over-voltage threats mainly from ESD. Failure to
address these problems can result in the destruction of chips and circuitry.
These threats can originate from inside or outside the products and can arise
from such factors as ESD, induced lightning effects, spurious line transients
and other complex over-voltage sources. During the last decade, new products
have emerged to address protection of integrated circuits from ESD. Related
specialized products range from wrist straps worn by electronics assembly
workers, to special anti-static packaging of both components and sub-assemblies
as well as board level protection devices such as diodes and varistors.

     The global market for all over-voltage protection devices currently is
estimated at approximately $1.5-1.8 billion and includes some more mature
transient voltage suppression, or TVS, devices such as gas discharge tubes,
varistors, and diodes. The major markets targeted for new surge protection
devices and technologies, such as those represented by our SurgX technology, and
are telecommunication, automotive and computers. Sales of surge protection
devices are divided among varistors (40%), diodes (40%), and gas discharge tubes
and surge resistor networks (20%).

     Gas discharge tubes, varistors, and diodes are all used as protection from
over-voltage transients. Our SurgX technology is a polymer based technology,
used to protect against the ESD type over-voltage transients.

     Gas discharge tubes are traditionally used for protection of signal lines
such as phone lines, computer data line communications and antennae because low
capacitance of the tubes does not interfere with the bandwidth of high frequency
communication circuits. Gas discharge tubes are also used for the protection of
AC powerlines, since they can handle high currents. Gas discharge tubes are
inherently bipolar, have low capacitance, in the .5 to 2pF range, and can handle
high currents in the 5 to 20,000 amps range. A negative attribute of the gas
discharge tubes is their slow turn on, which allows some of the over voltage
pulse to get through and damage sensitive electronics, and conversely, the
difficulty in turning off after the transient has ended.

     Varistors are typically used for protection of electronic components from
transients generated on the power lines supplying electronic systems. The
varistor is bipolar in nature but has the largest capacitance of the common
overvoltage protection devices, commonly ranging between 200 to 10,000pF. Newer
varistor devices have now appeared on the market with capacitances as low as 5
pF targeted for the ESD protection area. As long as the varistor is large
enough, it can handle high currents. Varistors' typical response times cited are
slow, and current leakages are up to the milliamp range.

     Diodes offer the lowest costs, tightest clamping voltage and fastest
response times of standard over-voltage protection devices. For this reason,
diodes have been the preferred over-voltage protection device for integrated
circuits protection at the board level. Diodes are used extensively on signal
lines and on printed circuit boards used in communications, computer, industrial
and automotive electronics. Diode response times are one nanosecond or less,


                                        8
<PAGE>

however, capacitances are commonly greater than 10 to 100's of pF, the current
leakage is in the microamp range, and the response to voltages is only
unidirectional. Diodes include Zener diodes, silicon avalanche diodes, and
sidactors. In some specific instances switching diodes may also be used as
transient voltage surge diodes, although these are not true suppressors and are
offered as low cost alternatives to Zeners and silicon avalanche diodes.

     SurgX is an over-voltage protection component, which is designed for
extensive use on printed circuit boards. It addresses many of the same
applications as diodes and some varistors. Like the varistors and the gas
discharge tubes, SurgX is bipolar in nature, allowing a single SurgX component
to replace two diode devices. The capacitance of SurgX devices is typically less
than 1/4 picofarad, much lower than that of any of the standard overvoltage
protection components it is intended to replace. SurgX devices have been
measured to be usable at very high frequencies without interfering with signal
transmission. The low capacitance is particularly important as the frequencies
of today's electronics go beyond 10 mega hertz. Over-voltage devices with
capacitances greater than 10 pF interfere with megahertz signals. The slow
response time of the gas discharge tubes prohibits their use for ESD protection
of signal lines, even though they have the low capacitance required.

     SurgX can be used as a diode/varistor replacement in many ESD over-voltage
transient applications since it has nanoseconds response, with a fold back
trigger response similar to a sidactor diode, low capacitance, a very small
footprint, lower leakage current than either a diode or a varistor, and high
current shunting capability. In larger packages with larger electrodes, the
energy handling capability of SurgX increases, thereby allowing its use in
applications such as modems, where gas discharge tubes and varistors would
typically be used.

     Though proven for performance and reliability, each of the traditional
over-voltage protection technologies has only a narrow range of application. In
addition, none achieves the desired combination of high speed, elevated power
handling capability, low clamping voltage and low capacitance. Furthermore,
present conventional devices and methodologies are expensive for use on all
signal lines on a given circuit board. SurgX components are intended to address
the low capacitance needs required for signal line protection in electronics.

Primary Market Segment

     Our licensees, Cooper Electronics Technologies and IRISO, have sole
responsibility for marketing products using our SurgX technology. The TVS
protection function traditionally served by the discrete TVS diode is the
primary market targeted by our licensees. This market in total was approximately
$800 million in calendar 2001 and consists of two segments: the low energy high
frequency ESD type protection where the SurgX device is optimal in its function
and the much lower clamp (trigger voltage) application currently outside the
SurgX specification area. Each of these segments generated approximately $400
million in total sales in calendar year 2001. This includes the ESD protection
part of the varistor market. However, in order to fully participate in this
segment, the SurgX device must be designed to be capable of much higher
operating voltage and cycle capability. Within these markets the most important
use criteria tend to be cost. After cost, the trigger voltage, level of
capacitance, response time, size, energy handling and leakage current are
important criteria. It is the latter criteria on which the SurgX technology will
initially compete. The low capacitance requirement of ESD protection devices in
many circuit designs


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<PAGE>

will provide the initial entry into the diode market segment. Our licensees are
just beginning to participate in the low price, high volume diode market, since
they had found it difficult to achieve product costs competitive with diodes or
required electrical performance. However, the high volume, low-cost diode market
may provide the most significant opportunity for our licensees and they are
currently evaluating cost reduction and electrical enhancement initiatives to be
able to compete more effectively in the high volume, low price diode market.

Product Development

     Prior to fiscal year 2000, SurgX employees were dedicated to product
development. SurgX's approach to the market consisted of two parallel product
paths: on board-level ESD protection and on-chip ESD protection. During fiscal
year 2000, all SurgX research and development efforts were transferred to Cooper
Electronics Technologies. In fiscal 2002 we reinitiated limited SurgX liquid
development activities to support our licensees in improving electrical
performance of SurgX products. In order to continue our limited development
activities we must be successful in entering into new licenses for our SurgX
technology and using funding received from these licensees to maintain and/or
increase our capacity in this research and development effort.

Competition

     Other than conventional manufacturers of over-voltage transient protective
devices, the primary competitor to SurgX technology is a polymer base
over-voltage protection product of Littlefuse, Inc. As SurgX components become
price competitive and available in high volumes with enhanced electrical
performance characteristics, our licensees will attempt to compete with
conventional over-voltage transient protection manufacturers such as General
Semiconductor, Harris Semiconductor, Inc., Motorola Corp., Siemens Components,
Inc., Semtech and Vishay.

     Intellectual Property

     Proprietary protection for our products, processes and know-how is
important to SurgX's business. We have numerous patents issued and in process in
the US and foreign countries. We also rely upon trade secrets, know-how and
continuing technological innovation to develop and maintain our competitive
position. Our policy is to file patent applications to protect our technology,
inventions and improvements as soon as practicable. To the extent applicable, we
will continue to work on patent applications currently in process at the Patent
Office. However, since we have transferred all product development and
manufacturing to our licensees, it is the responsibility of our licensees to
file patent applications or amendments or otherwise protect the intellectual
property that they develop in connection with the licensed SurgX technology.

     The registration on the "SurgX" trademark was granted by the US Patent and
Trademark Office on March 17, 1998.

     The two foundation patents filed by SurgX in 1995 on manufacturing
processes, methods of making the SurgX compositions and SurgX devices have been
divided by the U.S. Patent and Trademark Office into 11 different inventions for
filings as individual patents. In September 1998, the US patent on the basic
method of manufacturing SurgX overvoltage compositions was issued. Four
additional basic patents have been filed on other aspects of the SurgX
technology,


                                       10
<PAGE>

including surface mount devices and connector component designs. A total of 6 US
patents have been granted and 1 more has been approved, which will issue as a US
patent in mid-2002. Foreign patent filings have been made in 10 countries plus
the European countries on the two foundation patents, and selected foreign
patent filings have been made on the other basic patents. Eleven of the foreign
patents have been granted. The remaining US and foreign patents are in process.
We believe our patents and patent applications cover significant proprietary art
in devices, processes and materials.

     We expect that our licensees will file improvement patent applications with
respect to changes and improvements in the SurgX technology. There can be no
assurance, however, that such improvement patents will be granted.

     Oryx Ventures, LLC

     We established Oryx Ventures, LLC, a Delaware limited liability company, in
May 2000 to act as an investment and management services entity for us. Oryx
Ventures is a wholly-owned subsidiary of Oryx and is managed by our employees.
Oryx has contributed investment funds to Oryx Ventures from its existing cash
balances and it plans to contribute additional funds from two sources; internal
cash flow generated from future royalty income received from licensing our SurgX
technology and external funds generated from the sale of securities. However, at
present, due to a lack of capital and adverse conditions in the capital markets,
coupled with the uncertainty of future royalty income from SurgX, we are
limiting the activities of Oryx Ventures primarily to management services. In
order to conserve cash resources at Oryx, we have not actively sought new
additional investments since September 2000, except for participating in a
bridge loan in June 2001 and a Series B Preferred financing in October 2001 and
March 2002 with our portfolio company, S2 Technologies. Oryx will receive all
profits and losses from Oryx Ventures, provided that, Philip Micciche CEO of
Oryx, Mitchel Underseth, CFO of Oryx and Luis Borge, Controller of Oryx will
receive an aggregate of 20% of the profits distributed by Oryx Ventures upon
liquidation or otherwise and Oryx will receive the balance of such profits.

     Currently, Oryx Ventures provides management services, primarily with its
portfolio company, S2 Technologies. The Oryx Ventures team is working closely
with S2 Technologies' founders, providing strategic and management services in
all areas of business, including administration, operations, finance, marketing
and sales. Typically, Oryx Ventures will receive equity, warrants, cash
remuneration or a combination of both, from S2 Technologies and any other
companies it provides services to. These services may include:

     o    senior executive mentoring;

     o    sales and marketing strategy;

     o    business development activities;

     o    assistance in fund raising; and

     o    administrative services such as accounting, human resources and
          information technology services.


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<PAGE>

     To date, we have invested in three technology companies:

     o    LOTS  Technology,   Inc.,  a  developer  of  digital  optical  storage
          technology;

     o    NetConversions, an early-stage, data marketing company with a
          proprietary technology that allows for real-time analysis of consumer
          online buyer behavior; and

     o    S2 Technologies, Inc., an early-stage middleware and software tools
          development company.

     LOTS  Technology,  Inc. and S2  Technologies,  Inc. are actively engaged in
business.  NetConversions  significantly curtailed business operations in August
2001.

     LOTS Technology ("LOTS") proprietary technology is a replacement product
for the high-end magnetic media drives that can no longer keep pace with the
growth in digital data storage. The company, which developed the technology with
major funding from government contracts, plans to supply large-volume data
storage systems to three broad markets of commercial and government customers,
including general purpose computing, networked data storage, digital video and
data acquisition system companies. We made a direct investment of $500,000 in
this company and have received additional equity in the form of stock options
for our senior advisory services with our total ownership in excess of 6.5%.
LOTS may do a second round of preferred stock financing, however, we will not
participate in this financing and, as a result, our ownership interest in LOTS
will be diluted as a result of such financing. As of April 2001, we had
fulfilled our obligations under our management service agreement and are no
longer providing any other services. Based upon the adverse conditions of the
private equity capital markets there is greater uncertainty concerning the
outlook for privately funded companies and there can be no assurance that LOTS
will be successful raising sufficient funding to support its current business
model. We fully reserved our $500,000 investment during the fourth quarter of
fiscal 2001.

     NetConversions, Inc, ("NetConversions") has a solution that incorporates an
innovative approach to behavior profiling and promotions, allowing e-commerce
managers maximum flexibility to change their website marketing. The product is a
turnkey ASP solution that requires minimal client integration and engineering.
Oryx has provided a bridge loan of $100,000 to NetConversions that is
convertible to equity at a discounted rate. We fully reserved our investment in
NetConversion as of November 30, 2000 due to industry conditions and financing
issues. In August 2001, NetConversions significantly curtailed its business
operations.

     In August 2000, through Oryx Ventures, we invested $500,000 in Series A
Preferred of S2 Technologies. In June 2001, we invested $250,000 in a bridge
loan to S2 Technologies, which was converted into Series B Preferred at the
close of the Series B Preferred round. In October 2001, we participated in S2
Technologies' second round, Series B Preferred financing with an investment of
$1,105,000, which included conversion of the $250,000 bridge loan and an
investment of $855,000 in new funds. In March 2002, we invested an additional
$938,000 in Series B Preferred issued by S2 Technologies.


                                       12
<PAGE>

     We are also providing senior management advisory services in exchange for
additional equity in S2 Technologies. S2 Technologies' focus is to provide
value-added tools that address the development, integration and verification
phases of the embedded software. The goal is to increase software developers'
and engineers' productivity and decrease the time it takes for their products to
reach commercialization. S2 Technologies entered into beta agreements with LSI
Logic and Emerson Electric Co. and released its first commercial product in
March 2002. Given the limited capital resources of S2 Technologies at the time
we made our original investment, we began recognizing losses on our investment
in S2 Technologies based upon our pro-rata share of the Series A Preferred
financing. Concurrent with the Series B Preferred financing, we are recognizing
losses on our investment in S2 Technologies based upon our total equity
ownership percentage in S2 Technologies. We recognized losses attributable to
our ownership of S2 Technologies of $814,000 and $257,000 for years ended
February 28, 2002 and February 28, 2001, respectively, which are included in
loss on investments. At February 28, 2002, this investment value was $520,000.
After our additional investment in S2 Technologies in March 2002, our total
voting ownership is approximately 44.3% and our total ownership, on a fully
diluted basis, is approximately 43.3%.

          Investors Risks

     Our investment strategy involves a number of special risks, including:

     o    increased   operating  expenses  to  support  investment  in  our  new
          management services venture;

     o    strain on limited  managerial and operational  resources as management
          tries to support multiple businesses;

     o    potential issuance of securities to fund investments or otherwise
          using our equity in connection with our investment strategy may lessen
          the rights of holders of our currently outstanding securities;

     o    being deemed as investment company and subjected to the requirements
          of the Investment Company Act of 1940; and

     o    the need to incur additional debt if we are unable to raise additional
          funds in the equity market.

     We may not be able to successfully address these problems. Moreover, our
future operating results will depend to a significant degree upon our ability to
assist our portfolio companies in obtaining their follow-on financing, which, in
light of current conditions in the capital markets for high-technology
companies, may be difficult. In addition, many of the investment opportunities
we have invested in are early-stage companies with limited operating histories
and limited or no revenues. These investments have had a negative impact on our
financial statements. At present, we are focusing our efforts on S2
Technologies. However, we may not be able to successfully develop S2
Technologies or any of our other portfolio companies and there can be no
assurances that we will either recoup our investments or receive any return on
our investment in any company in which we invest.


                                       13
<PAGE>

Effects of Various Accounting Methods on our Results of Operations

     Our portfolio companies are early stage development companies that generate
net losses, and we expect these losses to continue in the future. On a quarterly
basis we evaluate the carrying value of our ownership interest and advances in
each of our portfolio companies for possible impairment. In our assessment of
carrying value for each portfolio company, we consider achievement of financial
plan objectives and milestones, overall market conditions for their products or
services, assessment of competitive technologies and the ability to raise
capital for future funding requirements.

     The various interests that we have acquired in our portfolio companies are
accounted for by either the equity method or the cost method. The applicable
accounting method used to record our investments in our portfolio companies is
determined by our voting interest and the level of influence we exercise over
each portfolio company. In general we use the equity method when our ownership
level exceeds 20% but is not greater than 50%. When our ownership is less than
20% and we do not exercise significant influence or effective control we use the
cost method. Whether or not we exercise significant influence with respect to a
portfolio company depends on an evaluation of several factors including: our
management capacity and decision making authority relative to our management
services we provide to the portfolio company, level of representation on the
portfolio company's board of directors and level of voting rights associated
with our equity holdings.
<TABLE>
<CAPTION>
         Our portfolio companies as of February 28, 2002 were:

------------------ ------------------ -------------- ----------------- ---------------------
Company            Accounting Method  Date of        Voting Ownership  Derivative Ownership
                                      Initial                          from Management
                                      Investment                       Services
------------------ ------------------ -------------- ----------------- ---------------------
<S>                <C>                <C>            <C>               <C>
------------------ ------------------ -------------- ----------------- ---------------------
Lots Technologies  Cost Method        July 7, 2000   2.2%              4.4%
------------------ ------------------ -------------- ----------------- ---------------------
S2 Technologies*   Equity Method      July 20, 2000  35.1%             4.5%
------------------ ------------------ -------------- ----------------- ---------------------
Net                Cost Method        June 19, 2000  N/A               0%
Conversions
------------------ ------------------ -------------- ----------------- ---------------------
</TABLE>
* On March 2002, the Company made an additional investment of $938,000 in S2
Technologies raising its voting ownership to 44.3%.


     Cost to support Oryx Ventures activities are primarily related to salary
expenses associated with providing management services to our portfolio
companies. As of February 28, 2002 there were three executives providing
management services through Oryx Ventures. Currently, Oryx Ventures receives
equity, fees or a combination of both as payment for providing management
services to its portfolio companies and other companies in which Oryx Ventures
does not have an equity investment.

     Research and Development

     In fiscal year 2000, we transferred all of our SurgX research and
development to Cooper Electronics Technologies, a subsidiary of Cooper Bussmann.
Cooper Electronics Technologies has funded substantially all research and
development activities with respect to SurgX technology for fiscal years 2001
and 2002. The total amount spent by us on research and development activities in
fiscal years 2001 and 2002 was $256,000 and $184,000, respectively. In fiscal
2002 we


                                       14
<PAGE>

reinitiated limited SurgX research and development activities to support
licensees in improving electrical performance of SurgX products. If we are
successful in contracting with new licensees for our SurgX technology we
anticipate using funding received from these licensees to maintain and/or
increase our research and development activities with respect to our SurgX
technology.

     Regulation and Environmental Matters

     We are subject to various federal, state and local laws, regulations and
recommendations relating to safe working conditions, laboratory and
manufacturing practices, and the use and disposal of hazardous or potentially
hazardous substances. We believe that our facility and practices for controlling
and disposing of the limited amount of waste and potentially hazardous materials
it produces comply with applicable environmental laws and regulations. While we
have not experienced any material adverse effect on operations from compliance
with government regulations, the development of any manufacturing operations by
us would require us in the future to comply with government regulations designed
to protect the environment from wastes and emissions and from hazardous
substances, particularly with respect to the emission of air pollutants, the
discharge of cooling water, the disposal of residues and the storage of
hazardous substances resulting in the expenditure of additional funds by us to
comply with those government regulations. The extent of government regulation
that might result from any future legislation or administrative action cannot be
accurately predicted.

     Employees

     As of April 30, 2002, we employed 4 people on a full-time basis. Our full
time employees consist of one executive officer, one other executive employee,
one engineering employee and one administrative employee. Our employees are not
covered by any collective bargaining agreements, and we believe our employee
relations are satisfactory.


                                       15
<PAGE>

                                  RISK FACTORS

     A purchase of shares of our common stock involves financial risk. In
deciding whether to invest, you should carefully consider the following factors,
the information contained in this Form 10-KSB and the other information that we
have referred to you.

     It is especially important to keep these risk factors in mind when you read
forward-looking statements. These are statements that relate to future periods
and include statements about our:

     o    expected operating results;

     o    market opportunities;

     o    acquisition opportunities;

     o    ability to compete; and

     o    stock price.

     Generally, the words "anticipates," "believes," "expects," "intends" and
similar expressions identify forward-looking statements. Forward-looking
statements involve risks and uncertainties, and our actual results could differ
materially from the results discussed in the forward-looking statements because
of these and other factors.

     Forward-looking statements are current only as of the date hereof. We do
not have any obligation to inform you if forward-looking statements, or the
circumstances they are based on, change.

Company Risks

We have a history of losses, expect future losses and may never achieve or
sustain profitability.

     As of February 28, 2002, we had an accumulated deficit of approximately
$23.7 million. We incurred net losses of approximately $1.5 million for the
fiscal year ended February 28, 2002 and $2.1 million for fiscal 2001. We expect
to continue to incur net losses and these losses may be substantial.
Furthermore, we expect to generate significant negative cash flow in the future.
We will need to generate substantially higher royalty fees to achieve and
sustain profitability and positive cash flow. Our ability to generate future
revenue and achieve profitability will depend on a number of factors, many of
which are described throughout this section. If we are unable to generate higher
royalty fees, we will be unable to build a sustainable business. In this event,
our share price and the value of your investment would likely decline. We must
raise additional capital to continue our business.


                                       16

<PAGE>

Our corporate restructuring strategy from an operating company to a technology
licensing and investment and management services company may not be successful.

     During fiscal years 1998 and 1999 we disposed of substantially all of our
operating businesses and we are now a licensing and investment management
services entity, with our primary source of income deriving from royalties from
our SurgX technology licensed to Cooper Electronics Technologies and IRISO. In
the course of selling various business units, we disposed of operations, which
had accounted for substantially all of our revenues. While we believe that this
downsizing has substantially reduced our losses and enabled us to focus on key
strategic businesses, the actual impact cannot be certain. In the absence of
increased sales of products incorporating our SurgX technology by our licensees,
which has not yet materialized, such restructuring has sharply reduced our
revenues without creating opportunities to offset equally the lost revenues.

     Our strategy of relying on licensing royalties and using the proceeds to
fund the acquisition of other businesses and technologies presents special
risks.

     We have shifted the strategic focus of our business from an operating
business exploiting our own developed technologies to a licensing and investment
and management services business where we intend to use the royalty revenues
from our licensed SurgX technology to fund investments in start-up technology
companies. However, due to lower than expected royalty payments received by us
from licensing our SurgX technology, we have not made additional investments
beyond the three portfolio companies we currently have invested in. This
investment strategy involves a number of special risks, including:

     o    increased   operating  expenses  to  support  investment  in  our  new
          management services venture;

     o    strain on limited  managerial and operational  resources as management
          tries to support multiple businesses;

     o    potential issuance of securities to fund investments or otherwise
          using our equity in connection with our investment strategy may lessen
          the rights of holders of our currently outstanding securities;

     o    adverse market conditions for development stage companies; and

     o    the need to incur additional debt if we are unable to raise additional
          funds in the equity market to support our investment strategy.

     We may not be able to successfully address these problems. Moreover, our
future operating results will depend to a significant degree upon our ability to
assist our portfolio companies in their follow-on financing. In addition, all of
the investment opportunities we have invested in are early-stage companies with
limited operating histories and limited or no revenues. These investments will
have a negative impact on our financial statements, as they have had in the
past. Further, we have written down the value of our investment in LOTS and Net
Conversions to zero, and, at present, our primary focus is our investment in S2
Technologies. As of February 28, 2002, we had invested approximately $1.6
million in S2 Technologies (and


                                       17
<PAGE>

an additional $938,000 subsequent to year end), however, the book value of our
investment in S2 Technologies is only $520,000 as of February 28, 2002, given
our equity method share of S2 Technologies' substantial losses. We may not be
able to successfully develop S2 Technologies or any of our other portfolio
companies and there can be no assurance that we will either recoup our
investments or receive any return on our investment in any company.

We are dependent on the licensees of our SurgX technology for substantially all
of our revenues.

     Our future royalties from the licenses of our SurgX technology are based
solely upon the successful sales, marketing, manufacturing and development
efforts of our licensees.

     While the license agreements for our SurgX technology contain minimum
annual royalty payment requirements for the licensees to maintain their
exclusive rights, there can be no assurance that the licensees will pay the
minimum royalty or that these minimum payments will provide enough revenue to
continue to support our operations. In the case of Cooper Electronics
Technologies, minimum royalty payments through June 2001 have already been
satisfied to maintain exclusivity. However, Cooper Electronics Technologies has
informed us that they do not intend to make a $1 million royalty payment due in
July to maintain exclusivity and, at such time, their license of SurgX
technology will no longer be exclusive. To date, Cooper Electronics Technologies
and IRISO have shipped only limited quantities to customers of products
incorporating SurgX technology and there can be no assurances that either of
these licensees will ever achieve any significant sales revenue for SurgX
products. Further, there can be no assurances that Cooper Electronics
Technologies or IRISO will continue their respective licenses with us. In the
event that either licensee terminates its license with us, we would suffer a
material adverse impact on our business and financial condition.

We may not be able to raise sufficient funds to finance our internal operations
or investments by Oryx Ventures.

     At present, our primary sources of revenue are from licensing royalties
payable by the licensees of our SurgX technology and, to a lesser extent,
management service fees from Oryx Ventures. However, currently we do not have
sufficient funds to finance our proposed strategy of seeking investments in or
acquisitions of new technologies. We anticipate, based on management's internal
forecasts and assumptions relating to our operations, that we will need to raise
additional capital to satisfy our contemplated cash requirements for the next
twelve months. However, unless our existing licensees increase sales of SurgX
products which results in increased royalty revenue to us or we are successful
in contracting with new licensees who generate sales and royalty revenue for us,
we may not have sufficient cash generated from operations to continue our
business in the period starting the beginning of calendar 2003 or earlier. In
light of these circumstances we are in the process of evaluating alternative
methods of financing. If we are unable to secure additional financing, we will
not have enough cash to last through the end of the current fiscal year. As a
result of these circumstances, our independent accountants' opinion on our
consolidated financial statements includes an explanatory paragraph indicating
that these matters raise substantial doubt about our ability to continue as a
going concern.


                                       18
<PAGE>

     Our present business plan requires us to raise additional funds. We are in
current discussions with respect to sources of additional financing. However,
there can be no assurance that we will be successful in obtaining additional
financing or that such additional financing would be on terms acceptable to us.

We may incur significant costs to avoid investment company status and may suffer
adverse consequences if deemed to be an investment company.

     We may incur significant costs to avoid investment company status and may
suffer other adverse consequences if deemed to be an investment company under
the Investment Company Act of 1940. Some equity investments in other businesses
made by us may constitute investment securities under the 1940 Act. A company
may be deemed to be an investment company if it owns investment securities with
a value exceeding 40% of our total assets, subject to certain exclusions.
Investment companies are subject to registration under, and compliance with, the
1940 Act unless a particular exclusion or Commission safe harbor applies. If we
were to be deemed an investment company, we would become subject to the
requirements of the 1940 Act. As a consequence, we would be prohibited from
engaging in business or issuing our securities as we have in the past and we
might be subject to civil and criminal penalties for noncompliance. In addition,
certain of our contracts might be voidable, and a court-appointed receiver could
take control of Oryx and liquidate our business.

     Although our investment securities currently comprise less than 40% of our
assets, fluctuations in the value of these securities or of our other assets may
cause this limit to be exceeded. This would require us to attempt to reduce our
investment securities as a percentage of our total assets. This reduction can be
attempted in a number of ways, including the disposition of investment
securities and the acquisition of non-investment security assets. If we sell
investment securities, we may sell them sooner than we otherwise would. These
sales may be at depressed prices and we may never realize anticipated benefits
from, or may incur losses on, these investments. Some investments may not be
sold due to contractual or legal restrictions or the inability to locate a
suitable buyer. Moreover, we may incur tax liabilities when we sell assets. We
may also be unable to purchase additional investment securities that may be
important to our operating strategy. If we decide to acquire non-investment
security assets, we may not be able to identify and acquire suitable assets and
businesses.

We depend on certain key employees, and the loss of any of those employees may
harm our business.

     Our performance is substantially dependent on the performance of our
executive officers and other key employees, in particular, Philip Micciche, our
president and chief executive officer, and Mitchel Underseth, our chief
financial officer. The familiarity of these individuals with the industry makes
them especially critical to our success. The loss of the services of any of our
executive officers or key employees or the executive officers or key employees
of our portfolio companies may harm our business. Competition for such personnel
is intense.


                                       19
<PAGE>

We rely on our licensees, Cooper Electronics Technologies, and IRISO to
manufacture and market products incorporating our SurgX technology and there can
be no assurance that they will be successful in doing so.

     We rely exclusively on our licensees to manufacture and market products
incorporating our SurgX technology. However, there can be no assurance that our
licensees will be able to incorporate manufacturing process improvements in
products using SurgX technology to further reduce product cost and enhance
product performance to allow them to compete in the high volume, low price diode
market. To date our licensees have not been successful in generating profits
from the sale of SurgX products or in competing in this market.

     Further, manufacturing development results produced by our licensees in the
future will be influenced by numerous factors, including:

     o    our licensees' evaluation of the potential profitability of continuing
          to sell SurgX products;

     o    the  availability of funding for continuing  research and development,
          sales and marketing activities;

     o    technological  developments  by our  licensees,  their  customers  and
          competitors;

     o    market acceptance of products incorporating the SurgX technology;

     o    our licensees'  capacity to develop and manage the introduction of new
          products.

We rely exclusively on our licensees for research and development in connection
with our SurgX technology.

     The development, design and manufacture of technology constantly undergo
rapid and significant change. We rely on our licensees, Cooper Electronics
Technologies and IRISO, for technological improvements to the SurgX technology.
At present, we provide only limited research and development support for our
SurgX technology. Our success will depend upon our licensees' ability to
maintain a competitive position with respect to our proprietary and other
enhanced technology and to continue to attract and retain qualified personnel in
all phases of our licensees' operations. Our business is, to a large degree,
dependent upon enhancements to the SurgX technology. Critical to our success and
future profitability will be the capacity of our licensees to improve this
technology. Product development and enhancement involve substantial research and
development expenditures and a high degree of risk, and there is no assurance
that these product development efforts will be successful, will be accepted by
the market, or that such development efforts can be completed on a
cost-effective or timely basis, or that there will be sufficient funds to
support development efforts. There can be no assurance that future technological
developments by other companies will not render existing or proposed SurgX
products uneconomical or obsolete. Furthermore, there can be no assurance that
our licensees will continue any research and development activities with respect
to our SurgX technology or that, without funding from current or any future
licensees, we will have the financial capacity to support any research and
development activities with respect to SurgX technology internally. In September
2001, Cooper Electronics Technologies informed the Company that unless it
receives


                                       20
<PAGE>

significant orders for its SurgX based products and/or finds other companies
willing to share in SurgX development costs, it will significantly curtail or
abandon all SurgX related development activities. Without the financial support
of licensees of our SurgX technology, we will not have the financial capacity to
support and conduct SurgX research and development activities. There can be no
assurance that we will receive such support from our licensees.

We may experience fluctuations in future operating results that may adversely
affect the price of our common stock.

     Our quarterly operating results have in the past been, and will in the
future be, subject to significant fluctuation, which could adversely affect the
price of our common stock. Our operating results are impacted by numerous
factors, such as

     o    market acceptance of SurgX products;

     o    Cooper Electronics Technologies' and IRISO's continued marketing,
          sales, research and development and financial support of SurgX
          technology;

     o    overall economic trends; and

     o    negative impact on our balance sheet due to the accounting treatment
          of our investment in portfolio companies.

     In addition, customer orders may involve design-in requirements, thus
making the timing of customer orders difficult to predict and uneven.

     Our expense levels are based in part on our expectations as to future
royalty revenues and, in particular, volume shipments of SurgX products by
Cooper Electronics Technologies and IRISO. We may be unable to adjust spending
in a timely manner to compensate for any delay in product development or revenue
shortfall. Any weakening in demand for products using our SurgX technology or
delays in acceptance of products using SurgX technology would have a material
adverse effect on our operating results.

Potential intellectual property claims and litigation could subject us to
significant liability for damages and invalidation of our proprietary rights.

     Litigation may be necessary in the future to enforce our patents and other
intellectual property rights, to protect our trade secrets or to determine the
validity and scope of the proprietary rights of others.

     Litigation could harm our business and result in:

     o    substantial settlement or related costs, including  indemnification of
          customers;

     o    diversion of our or our licensee's management and technical resources;

     o    discontinuing the use and sale of infringing products;


                                       21
<PAGE>

     o    expending significant resources to develop non-infringing  technology;
          and

     o    obtaining licenses to infringed technology.

     Our success is heavily dependent upon our proprietary technologies. We rely
on a combination of patent, trademark, copyright and trade secret laws,
nondisclosure and other contractual provisions, and technical measures to
protect our intellectual property rights. Our patents, trademarks or copyrights
may be challenged and invalidated or circumvented. Our patents may not be of
sufficient scope or strength or be issued in all countries where our products
can be sold. The expiration of some of our patents may harm our business.

     Others may develop technologies that are similar or superior to our
technologies, duplicate our technologies or design around our patents. Effective
intellectual property protection may be unavailable or limited in some foreign
countries. Despite efforts to protect our proprietary rights, unauthorized
parties may attempt to copy or otherwise use aspects of processes and devices
that we regard as proprietary. Policing unauthorized use of our proprietary
information is difficult, and the steps we have taken may not prevent
misappropriation of our technologies.

     Industry Risks

If our licensees are unable to successfully compete in the market for products
using our SurgX technology, our business would be adversely affected.

     The licensees of our SurgX technology are engaged in certain highly
competitive and rapidly changing segments of the electronic components industry
in which technological advances, costs, consistency and reliability of supply
are critical to competitive position. Our licensees compete or may subsequently
compete, directly or indirectly, with a large number of companies, which may
provide products or components comparable to those provided by us. In addition,
competitors are likely to be larger, better capitalized, more established and
have greater access to resources necessary to produce a competitive advantage.

We do not have the financial resources, facilities or personnel to perform
research and development and manufacturing operations if a licensee of our SurgX
technology terminates its license with us.

     We rely exclusively on our licensees, Cooper Electronics Technologies and
IRISO, for research and development and manufacturing of products incorporating
our SurgX technology. At present, we do not support manufacturing activities
internally and provide only limited support for SurgX research and development.
Our business is significantly dependent upon enhancement and increasing sales of
products incorporating the SurgX technology. Such activities involve substantial
expenditures and a high degree of risk. At present, we do not have the financial
resources, personnel or facilities to support or manufacture products
incorporating the SurgX technology. If either Copper Bussmann or IRISO choose to
terminate their license agreement with us, we would not be able to support
products incorporating the SurgX technology and the market position of SurgX
products as well as our financial results would be materially adversely
affected.


                                       22
<PAGE>

     Our revenue growth is dependent upon licensing revenue from our SurgX
licensees. The recent downturn in sales of electronic products has had and will
have an adverse effect on sales of products incorporating our SurgX technology
by our licensees.

     We are substantially dependent upon licensing revenue received from Cooper
Bussmann and IRISO, the licensees of our SurgX technology. The products sold by
these licensees are incorporated into a variety of electronics products. The
current downturn and any future slowdown in the market for electronics products
will adversely affect sales of products incorporating our SurgX technology
which, in turn, will result in lower royalty revenue received by us from our
licensees. This would have a material adverse effect on our financial condition.

Investment Risks

We have not paid and do not intend to pay any dividends on our common stock.

     We have not paid any cash dividends on our common stock since our inception
and do not anticipate paying cash dividends on our common stock in the
foreseeable future. The future payment of dividends is directly dependent upon
our future earnings, our financial requirements and other factors to be
determined by our board of directors, as well as the possible consent of
lenders, underwriters or others. For the foreseeable future, it is anticipated
that any earnings that may be generated from our operations will be used to
finance our growth and will not be paid to holders of common stock.

The price of our common stock has been volatile and may continue to experience
volatility.

     The market price of our common stock has been, and in the future could be,
significantly affected by factors such as:

     o    actual or anticipated fluctuations in operating results;

     o    announcements of technical innovations;

     o    new products or new contracts;

     o    competitors or their customers;

     o    developments with respect to patents or proprietary rights;

     o    changes in financial estimates by securities analysts; and

     o    general market conditions.

     Our common stock may be delisted from The Nasdaq SmallCap Market if we are
unable to comply with Nasdaq's continued listing requirements.

     Oryx must continue to meet a number of Nasdaq requirements for our common
stock to continue to be listed on the Nasdaq Smallcap Market. These requirements
include:


                                       23
<PAGE>

     o    Net tangible assets of $2 million or more (and after November 1, 2002,
          in lieu of net tangible assets, stockholders' equity of $ 2.5 million
          or more);

     o    Public  float of  500,000  shares or more  with a market  value of $ 1
          million or more;

     o    Minimum bid price of $ 1 or more for our common stock; and

     o    At least two market makers and 300 round-lot holders for our common
          stock.

     If Oryx fails to meet any of the Nasdaq continued listing requirements, our
common stock may be subject to delisting from the Nasdaq SmallCap Market. If our
common stock is delisted, the common stock will be traded on the `pink sheets"
and Oryx may be subject to the "penny stock" rules promulgated by the SEC.
Delisting of our common stock from the Nasdaq SmallCap Market will likely make
it more difficult to trade shares of Oryx common stock and for Oryx to raise
funds through an issuance of its stock.

     At present, because of the uncertainty associated with our Cooper
Electronics Technologies license and the overall weak sales of SurgX products
and associated low level of royalty payments, it is unlikely that we will
receive continuing royalties at a high enough level for us to meet Nasdaq's
stockholders' equity requirement for continuing listing, which could occur as
early as the first quarter of fiscal 2003. In such case, we would be required to
raise additional funds to meet the Nasdaq stockholders' equity requirements.
There can be no assurances that we will be able to raise additional equity in a
timely manner, or at all to satisfy such requirements.

Charter provisions may limit the voting power of holders or our common stock,
and therefore minority stockholders may not be able to significantly influence
Oryx's governance or affairs.

     Our board of directors has the authority to issue shares of preferred stock
and to determine the price, rights, preferences, privileges and restrictions,
including voting rights, of those shares without any further vote or action by
shareholders. The rights of the holders of common stock will be subject to, and
may be adversely affected by, the rights of the holders of any preferred stock
that may be issued in the future. The issuance of preferred stock, while
providing flexibility in connection with possible acquisitions and other
corporate purposes, could have the effect of making it more difficult for a
third party to acquire a majority of our outstanding voting stock.

The conversion or exercise of currently outstanding convertible securities and
warrants would result in significant dilution to holders of our common stock.

     As a result of various other transactions previously entered by us, as of
February 28, 2002, there were outstanding convertible securities and private
warrants and options for the conversion and purchase of up to approximately
472,400 shares of common stock. This represents significant additional potential
dilution for our existing stockholders. The shares of common stock issuable upon
conversion of convertible securities or exercise of warrants are not included in
currently outstanding shares. In addition, as a result of the anti-dilution
provisions


                                       24
<PAGE>

included in certain of these convertible securities, there may be further
dilution based on the price at which we issue other securities in the future.

Item 2.  Description of Property.

     We presently operate our businesses in one facility located at 4340 Almaden
Expressway, San Jose, California. On August 7, 2001, we entered into an
agreement with Hessling-Piper Investments to lease our current offices, a 550
square foot facility in San Jose, California. The monthly rental fee is
$1,375.00 and the lease terminates August 10, 2002.

     The property described above is in satisfactory condition for the purpose
for which it is used.

Item 3.  Legal Proceedings.

     We know of no material litigation or claims pending, threatened or
contemplated to which Oryx is or may become a party.

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

     During the fourth quarter of our fiscal year ended February 28, 2002, no
matters were submitted to a vote of security holders.

                                     PART II


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

     Since our initial public offering of common stock and warrants on April 6,
1994, our common stock and warrants have traded principally on the NASDAQ
SmallCap Market under the symbols "ORYX" AND "ORYXW," respectively. Prior to
April 6, 1994, there was no public market for our securities. The following
table sets forth the high and low sale prices for our common stock and warrants
for the periods indicated, as reported by NASDAQ. These quotations reflect
prices between dealers, do not include retail mark-ups, markdowns or commissions
and may not necessarily represent actual transactions.


                                       25
<PAGE>

                                          Common Stock
                                      --------------------
                                      High             Low
                                      ----             ---
2001 Fiscal year
----------------
1st Quarter                           $43.13           $17.50
2nd Quarter                           $22.19           $11.88
3rd Quarter                           $16.25           $ 3.75
4th Quarter                           $13.75           $ 2.81

2002 Fiscal year
----------------
1st Quarter                           $11.25           $ 3.50
2nd Quarter                           $ 4.90           $ 2.25
3rd Quarter                           $ 6.25           $ 3.20
4th Quarter                           $ 6.09           $ 3.65

     On April 30, 2002 the closing price for our common stock was $3.14 per
share. As of April 30, 2002 the number of record holders of our common stock was
approximately 91.

     We have never paid cash dividends on our common stock, however, we pay a
$0.50 annual dividend on outstanding shares of preferred stock. We presently
intend to retain future earnings, if any, to finance the expansion of our
business and do not anticipate that any cash dividends will be paid on common
stock in the foreseeable future. Future dividend policy will depend on our
earnings, capital requirements, expansion plans, financial condition and other
relevant factors as well as the possible need to obtain the consent of any of
its lenders.


                                       26
<PAGE>

Item 6.  Management's Discussion and Analysis or Plan of Operation.

     This Annual Report on Form 10-KSB contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995,
particularly statements regarding market opportunities, market share growth,
competitive growth, new product introductions by our licensees, success of
research and development efforts by our licensees and customer acceptance of new
products. These forward-looking statements involve risks and uncertainties, and
the cautionary statements set forth below identify important factors that could
cause actual results to differ materially from those predicted in any such
forward looking statements. Such factors include, but are not limited to,
adverse changes in general economic conditions, including adverse changes in the
specific markets for our products, adverse business conditions, dependence upon
our licensees for the commercial success of our products, adverse changes in
customer order patterns, increased competition, lack of acceptance of new
products, lack of success in technological advancement, our ability to attract
and retain key executives, adverse capital markets and other business conditions
that may negatively affect companies we have invested in and other factors.

     Business Segments

     Through fiscal year 2002, we operated in two main business segments: SurgX,
a 97% owned subsidiary, and Oryx Ventures, our investment and management
services company. These businesses operate independently and are supported by a
corporate segment providing for all administrative, accounting, and financial
activities. As noted above in "Description of Business," during fiscal year
1998, we embarked upon a major restructuring program. This resulted in the sale
on February 27, 1998 of approximately 80% of our interest in Oryx Instruments
and Materials Corporation and the sale on March 2, 1998 of substantially all of
the assets and the entire business of Power Products Corporation. As part of the
sale of our majority ownership position in Instruments and Materials, we
retained certain assets from Instruments and Materials relating to sputtering
targets assembly. We sold this remaining business during the second quarter of
fiscal 2000, for a cash payment of $400,000. We retained approximately $280,000
in accounts receivable for this business and the purchaser of the business
assumed substantially all of the liabilities associated with this business. We
took these steps to reduce losses and enable us to concentrate on our
electrostatic discharge protection business through our SurgX subsidiary.

         Segment/Subsidiary                     Businesses
         ------------------                     ----------
         SurgX Corporation                      o licensing SurgX technology

         Oryx Ventures, LLC                     o management services
                                                o investment in early stage
                                                  development companies


                                       27
<PAGE>

     Critical accounting policies

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

     We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our consolidated
financial statements:

     Investments

     The various interests that we have acquired in companies are accounted for
under three broad methods: consolidation, the equity method and the cost method.
The applicable accounting method is generally determined based on our voting
interest in a company.

     Consolidation. Companies that we directly or indirectly control are
     accounted for under the consolidation method of accounting. Under this
     method, a company's accounts are reflected within its consolidated
     financial statements. All significant inter-company accounts and
     transactions are eliminated.

     Equity Method. Entities where we can exercise significant influence, but
     not control, are accounted for under the equity method of accounting.
     Whether or not we exercise significant influence with respect to a company
     depends on an evaluation of several factors including, among others,
     representation on the company's board of directors and ownership level,
     generally 20% to 50% interest in the voting securities of the company
     including voting rights associated with our holdings in common, preferred
     and other convertible instruments in the company. Under the equity method
     of accounting, our share of the earnings or losses of these companies are
     included in the equity income (loss) section of the consolidated statements
     of operations.

     Cost Method. Companies not consolidated or accounted for under the equity
     method are accounted for under the cost method of accounting. Under this
     method, our share of the earnings or losses of these companies is not
     included in its consolidated statements of operations.


                                       28
<PAGE>

     Impairment of investments and long-lived assets

     The Company's long-lived assets include cost and equity method investments
and goodwill resulting in our equity method investments. The Company
periodically evaluates the carrying value of its investments for impairment. The
fair value of the long-term investments is dependent on the performance of the
entities in which the Company has invested, as well as volatility inherent in
the external markets for these investments.

The Company has equity method goodwill which arose as a result of the October
2001, sale by S2 Technologies of Series B Preferred Stock. In June 2001, the
FASB issued Statement of Financial Accounting Standards No. 142, "Goodwill and
Other Intangible Assets." With the adoption of this Statement, goodwill is no
longer subject to amortization over its estimated useful life. Rather, goodwill
will be subject to at least an annual assessment for impairment by applying a
fair-value-based test. Similarly, goodwill associated with equity method
investments is no longer amortized. Equity method goodwill is subject to the
impairment guidance in existing rules for equity method investments.

In assessing potential impairment for these investments and related goodwill the
Company will consider several factors as well as forecasted financial
performance of the companies it has invested in. If these forecasts are not met,
the Company may have to record additional impairment charges not previously
recognized. During the year ended February 28, 2002, the Company did not
recognize any impairment losses related to its long-term investments or
goodwill, but has written down its investments based on its proportionate share
of equity method losses. In 2001, we recorded impairment charges of $ 620,000
relating to our investments in NetConversions, Lots technologies and ILease. In
assessing the recoverability of the Company's equity method goodwill, the
Company must make assumptions regarding estimated future cash flows and other
factors to determine the fair value of the respective assets. If these estimates
or their related assumptions change in the future, the Company may be required
to record impairment charges for these assets not previously recorded.

     Revenue recognition

     Services revenue is for management services pursuant to time and materials
contracts and is recorded when services are performed, contractually payable and
collectibility is probable. Other revenue represents royalty revenue based upon
license agreements or per unit royalties which are recognized when earned,
reported by the licensee, contractually payable and collectibility is probable.

     Allowance for doubtful accounts

     We maintain an allowance for doubtful accounts for estimated losses from
the inability of our customers to make required payments. We evaluate our
allowance for doubtful accounts based on the ageing of our accounts receivable,
the financial condition of our customers and their payment history, our
historical write-off experience and other assumptions.


                                       29
<PAGE>

     Accounting for Income Taxes

     We record a valuation allowance to reduce our deferred tax assets to the
amount that is more likely that not to be realized. While we consider historical
levels of income, expectations and risks associated with estimates of future
taxable income and ongoing prudent and feasible tax planning strategies in
assessing the need for the valuation allowance, in the event that we determine
that we would be able to realize deferred tax assets in the future in excess of
the net recorded amount, an adjustment to the deferred tax asset would increase
income in the period such determination was made.

     The above listing is not intended to be a comprehensive list of all of our
accounting policies. In many cases, the accounting treatment of a particular
transaction is specifically dictated by generally accepted accounting
principles, with no need for management's judgment in their application. There
are also areas in which management's judgment in selecting any available
alternative would not produce a materially different result. See our audited
consolidated financial statements and notes thereto which begin on page F-1 of
this Annual Report on Form 10-KSB which contain accounting policies and other
disclosures required by generally accepted accounting principles.

     Consolidated Results of Continuing Operations

     For the fiscal year ended February 28, 2002, revenues from continuing
operations decreased $45,000 or 7% from $650,000 for the year ended February 28,
2001 to $605,000 for the year ended February 28, 2002. The decrease in revenue
was primarily attributed to the absence of sales of SurgX liquid due to the
transfer of the manufacturing of SurgX liquid to our licensees and a decrease of
Intragene royalty revenue, partially offset by an increase in SurgX royalty from
our licensees and management services fees generated from Oryx Ventures. Revenue
in the future will be derived primarily from royalties from our SurgX technology
and to a lesser extent from management service fees from Oryx Ventures. Future
royalties will be based solely upon the successful sales, marketing,
manufacturing and development efforts of our SurgX licensees and Oryx Ventures'
ability to charge fees for management services. To date, sales of SurgX products
by our licensees are significantly lower than expected and there can be no
assurances that sales of SurgX products will increase in the future, if at all.
In addition, due to the lower than expected sales of SurgX products, there can
be no assurances that our licensees will continue to invest in SurgX related
sales, marketing and research and development activities.

     Cost of sales decreased $121,000 or 37% from $326,000 for the fiscal year
ended February 28, 2001 to $205,000 for the year ended February 28, 2002. The
decrease is primarily attributable to a reduction in cost associated with
providing SurgX liquid to our licensees offset by an increase in the cost
associated in generating management service fees from Oryx Ventures.

     Our gross profit increased $76,000 or 23 % from a gross profit of $324,000
for the fiscal year ended February 28, 2001 to a gross profit of $400,000 for
the year ended February 28, 2002. The increase in gross profit for the year
ended February 28, 2002 was primarily attributed to an increase in SurgX royalty
revenue and a reduction in cost associated with providing SurgX liquid to our
licensees partially offset by a decrease in Intragene royalty revenue and
increased cost associated to management services fees generated from Oryx
Ventures.


                                       30
<PAGE>

     General and administrative expenses decreased $514,000 or 32% from
$1,599,000 for the fiscal year ended February 28, 2001 to $1,085,000 for the
year ended February 28, 2002. The decrease in general and administrative
expenses is primarily attributed to reductions in corporate compensation and
reductions in salaries, travel and legal expenses as a result of discontinuance
of Oryx Ventures' investment activities. General and administrative expenses
related to Oryx Ventures were $159,000 for the year ended February 28, 2002
compared to $407,000 in Fiscal 2001. General and administrative expenses will
increase in the future since we are focusing our management efforts on S2
Technologies and not actively pursuing new opportunities to charge fees for
management services through Oryx Ventures.

     Research and development expenses increased $72,000 or 39% from $184,000
for the fiscal year ended February 28, 2001 to $256,000 for the year ended
February 28, 2002. This increase is primarily related to an increase in salaries
and depreciation expense associated with our limited SurgX liquid development
activities initiated in May 2001 offset by a reduction in SurgX's patent cost
expenses. Research and development expenditures will increase during fiscal
2003, as we continue limited development activities related to performance
improvements for our SurgX liquid technology.

     For the fiscal year ended February 28, 2002 we recorded net interest income
of $87,000. This compares to $215,000 of net interest income for the fiscal year
ended February 28, 2001. The decrease is mainly attributable to lower balances
of cash and cash equivalent and lower effective interest rates. We anticipate
less interest income in the future since cash and cash equivalent balance and
interest rates have decreased.

     During the fiscal year ended February 28, 2002, we recorded $814,000 of
investment loss from Oryx Ventures' activities, consisting of recognition of
losses relating to our percentage ownership share of S2 Technologies. This
compares to $877,000 of investment loss recorded in the fiscal year ended
February 28, 2001, of which $257,000 was related to our pro-rata share of the
losses on S2 Technologies as a result of applying the equity method to our
investment in S2 Technologies and $620,000 due to our fully reserving for our
initial investments in Lots Technologies for $500,000, Net Conversion for
$100,000 and I-Lease for $20,000.

     From our original investment in August 2000 through our participation in
the S2 Technologies Series B Financing in October 2001, we recognized
approximately 71% of S2 Technologies' losses, which reflected our percentage of
total capital invested in this company. Subsequent to the S2 Technologies Series
B Preferred financing, based on the addition of new investors, Oryx recognized
35% of S2 Technologies' losses that reflects Oryx's percentage of equity
ownership in S2 Technologies. We expect an increase in the investment losses for
the first two quarters of fiscal 2003 due to greater losses from S2 Technologies
as its expenses increase in anticipation of its first commercial product
release.

     "Other income (expense)" is $198,000 income in fiscal 2002 compared with
$7,000 expense in fiscal 2001. The increase over the prior year consists of
equipment rental income and the reversal of accruals in the amount of $105,000
associated with businesses discontinued in fiscal 1998.

     We believe our operating losses will continue through fiscal 2003 as the
anticipated royalty revenue from our SurgX and management fees generated from
Oryx Ventures will not be sufficient to cover expected expenses for fiscal 2003.


                                       31
<PAGE>

Segment Results

     SURGX CORPORATION

                                         February 28              February 28
(dollars in thousands)                       2002                    2001
--------------------------------------------------------------------------------

Revenues                                          $200                     $200
Cost of sales                                       39                      233
                                      -----------------       ------------------
Gross Profit                                       161                      (33)

Operating Expenses                                 287                      254
                                      -----------------       ------------------
Operating Income (Loss)                          ($126)                   ($287)
                                      =================       ==================

     Revenue of $200,000 for fiscal year ended February 28, 2002 consists of
SurgX royalty revenue from IRISO. This compares to $200,000 revenue recorded for
fiscal year ended February 28. 2001 which consisted of $100,000 of SurgX,
royalty from IRISO and $100,000 of sales of SurgX liquid which we did not have
this fiscal year as a result of the transfer of the manufacturing of SurgX
liquid to our licensees. Future SurgX licensees royalties will be based solely
upon the successful sales, marketing, manufacturing and development efforts of
our licensees, and we have no view of what level of revenue will be achieved in
the future, if any at all.

     Cost of sales decreased $194,000 or 83% from $233,000 for the fiscal year
ended February 28, 2001 to $39,000 for the fiscal year ended February 28, 2002.
The decrease is primarily attributable to a reduction in cost associated with
providing SurgX liquid to our licensees. The cost of sales in fiscal 2002 was
significantly reduced as we transferred our SurgX liquid manufacturing
operations and equipment to our licensees during the first quarter of fiscal
2001.

     Operating expenses increased $33,000 or 13%, from $254,000 for the fiscal
year ended February 28, 2001 to $287,000 for the year ended February 28, 2002.
This increase is primarily related to an increase in salaries and depreciation
expense associated with our renewed limited SurgX liquid development activities
initiated in May 2001, offset by a reduction in SurgX's patent cost expenses.
Research and development expenditures will increase during fiscal 2003, as we
will continue limited development activities related to performance improvements
for our SurgX liquid technology.


                                       32
<PAGE>

     ORYX VENTURES, LLC

                                         February 28              February 28
(dollars in thousands)                       2002                    2001
--------------------------------------------------------------------------------

Revenues                                          $223                    $213
Cost of sales                                      166                      93
                                      -----------------      ------------------
  Gross Profit                                      57                     120

Operating Expenses                                 159                     407
                                      -----------------      ------------------
Operating Income (Loss)                          ($102)                   ($287)
                                      =================      ==================

     Revenues consist of management and consulting fees provided to third party
companies in which Oryx Ventures does not have an equity investment and to S2
Technologies, Inc. We will have lower revenue in fiscal 2003 since we are
focusing our management efforts on S2 Technologies and not actively pursuing new
opportunities to charge fees for management services to other companies through
Oryx Ventures.

     Cost of sales is directly related to the allocated salaries associated with
generating revenues.

     Operating expenses are primarily related to salaries expenses associated
with providing management services to our portfolio companies where we receive
equity in lieu of cash remuneration. Operating expenses decreased $248,000 or
61%, from $407,000 for the fiscal year ended February 28, 2001 to $159,000 for
the year ended February 28, 2002. The decrease in operating expenses is
primarily attributed to reductions in salaries, travel and legal expenses as a
result of discontinuance of investment activities. We anticipate the same level
of operating expenses during fiscal 2003.

     CORPORATE

                                         February 28             February 28
(dollars in thousands)                      2002                     2001
--------------------------------------------------------------------------------

Revenues                                          $182                     $237
Cost of sales                                        0                        0
                                      -----------------      ------------------
  Gross Profit                                     182                      237

Operating Expenses                                 895                    1,122
                                      -----------------      ------------------
Operating Income (Loss)                          ($713)                   ($885)
                                      =================      ==================

     Revenue in the corporate business segment consists of royalty from our
Intragene technology. Revenue decreased $55,000 or 23% from $237,000 for the
year ended February 28,


                                       33
<PAGE>

2001 to $182,000 for the year ended February 28, 2002. Revenue in the future
will be substantially lower since sales of carbon targets using our Intragene
technology have significantly declined.

     The decrease in operating expenses from corporate operations of $227,000 or
20% from $1,122,000 for the fiscal year ended February 28, 2001 to $895,000 for
the fiscal year ended February 28, 2002 primarily relates to reduction in
corporate compensation due to reduced headcount and a portion of salary expense
charged to Oryx Ventures as cost of services associated with the revenue
generated from management services fees. Operating expenses will increase in the
future since we are not actively pursuing new opportunities to charge fees and
associated costs for management services through Oryx Ventures.

     Liquidity and Capital Resources

     Our working capital decreased $1,072,000 or 35% from a surplus of
$3,097,000 at February 28, 2001, to a surplus of $2,025,000 at February 28, 2002
primarily attributed to cash used for investments by Oryx Ventures and a net
loss from operations during fiscal 2002. Our ratio of current assets to current
liabilities was 10.8:1 at February 28, 2002 and 9.1:1 at February 28, 2001.

     Net cash used in operations was $644,000 and $1,393,000 for the years ended
February 28, 2002 and 2001, respectively, primarily in the form of operating
losses. This represents a decrease of $749,000 or 54%.

     Net cash used in investing activities was $1,106,000 for the fiscal year
ended February 28, 2002 compared to net cash used in investing activities of
$164,000 for fiscal 2001. The net cash used in investing activities for the
fiscal year ended February 28, 2002 consisted primarily of an investment of
$1,105,000 in S2 Technologies' Series B Preferred Stock by Oryx Ventures. The
net cash used in investing activities for the fiscal year ended February 28,
2001 was primarily attributable to $1,120,000 cash used for investments by Oryx
Ventures partially offset by $993,000 cash provided by proceeds from the sale of
short-term investments. We do not expect to have any material capital
expenditures for the year ended February 28, 2003. On March 2002, Oryx Ventures
made an additional investment of $938,000 in S2 Technologies. As a result of
this latest investment, Oryx now has an equity ownership in S2 Technologies of
approximately 43% on a fully diluted basis.

     Net cash provided by financing activities was $497,000 for the fiscal year
ended February 28, 2002. This represents an increase of $163,000 or 49% from
$334,000 net cash provided by financing activities in fiscal 2001. Net cash
provided by financing activities for the fiscal year ended February 28, 2002 was
primarily attributed to approximately $ 500,000 in proceeds from a private
placement of our common stock in October 2001. Cash provided by financing
activities during fiscal 2001 was primarily from the exercise of stock options
for common stock.

     On October 31, 2001, Oryx Technology Corp. completed a private placement of
162,338 shares of its common stock at a purchase price of $3.08 per share,
resulting in aggregate proceeds to Oryx Technology Corp. of $499,000. The
investors also received warrants to


                                       34
<PAGE>

purchase 37,975 additional shares of Oryx Technology Corp. common stock at an
exercise price of $5.925 per share. The common stock and warrants sold in this
private placement have not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States in the absence of
an effective registration statement or an exemption from registration
requirements.

     We do not have sufficient capital to meet our anticipated working capital
requirements through fiscal year 2003. We must raise additional capital through
public or private financings or other arrangements in order to sustain our
business. In addition, without additional equity we will fall below Nasdaq's
minimum tangible net worth listing requirements to maintain our listing on the
Nasdaq SmallCap Market. We are actively exploring financing opportunities and,
there can be no assurance that such transactions can be effected in time to meet
our needs, if at all, or that any such transaction would be on terms acceptable
to us or in the best interest of our stockholders. If we cannot raise additional
capital, when needed and on acceptable terms, we will not be able to achieve our
business objectives and continue as a going concern. As a result of these
circumstances, our independent accountants' opinion on our consolidated
financial statements includes an explanatory paragraph indicating that these
matters raise substantial doubt about our ability to continue as a going
concern.

     Recent accounting pronouncements

     In July 2001, the FASB issued FASB Statements Nos. 141 and 142 (FAS 141 and
FAS 142), "Business Combinations" and "Goodwill and Other Intangible Assets."
FAS 141 supercedes APB 16 and eliminates pooling-of-interests accounting
prospectively. It also provides guidance on purchase accounting related to the
recognition of intangible assets and accounting for negative goodwill. FAS 142
changes the accounting for goodwill from an amortization method to an
impairment-only approach. Under FAS 142, goodwill will be tested annually and
whenever events or circumstances occur indicating that goodwill might be
impaired. Companies are required to adopt FAS 142 for fiscal years beginning
after December 15, 2001, but early adoption is permitted. The Company will adopt
FAS 142 on March 1, 2002. The Company has determined the main impact these
standards will have on its financial position and results of operations, is that
equity method goodwill is no longer amortized, but that it is still subject to
impairment guidelines under APB No. 18. As of February 28, 2002, the Company has
equity method goodwill recorded as a result of its investment in S2 Technologies
that is not subject to amortization, and as a result of it being generated after
July 1, 2002, no amortization was recorded during fiscal 2002.

     In October 2001, the FASB issued SFAS No. 144, "Accounting for Impairment
or Disposal of Long-Lived Assets." SFAS No. 144 addresses significant issues
relating to the implementation of SFAS No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," and develops
a single accounting method under which long-lived assets that are to be disposed
of by sale are measured at the lower of the book value or fair value less cost
to sell. Additionally, SFAS No. 144 expands the scope of discontinued operations
to include all components of an entity with operations that (1) can be
distinguished from the rest of the entity and (2) will be eliminated from the
ongoing operation of the entity in a disposal transaction. SFAS No. 144 is
effective for financial statements issued for fiscal years


                                       35
<PAGE>

beginning  after  December  15,  2001  and  its  provisions  are  to be  applied
prospectively.  The Company  believes that the adoption of SFAS No. 144 will not
have a significant impact on its financial statements.


Item 7.   Financial Statements.

          The response to this item is submitted in Item 13.

Item 8.   Changes  In and  Disagreements  With  Accountants  on  Accounting  and
          Financial Disclosure.

          Not applicable.

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

     The names and ages of our directors and executive officers as of February
28, 2002 are as follows:

Name                       Position                                          Age
----                       --------                                          ---
Philip J. Micciche         President, CEO and Director                       68

Mitchel Underseth          CFO and Director                                  45

Andrew Intrater            Secretary, Treasurer and Director                 40

Dr. John H. Abeles Director 57

Jay M. Haft                Director                                          66

Richard Hubbard            Director                                          42

Doug McBurnie              Director                                          59

Thomas Guzek               Director                                          47


     PHILIP J. MICCICHE has served as Oryx' President and Chief Executive
Officer and as a director of Oryx since April 25, 1997. From 1993 through 1995,
Mr. Micciche was Chief Executive Officer of AXCIS Information Networks, a
provider of sports information data. From 1990 through 1992, Mr. Micciche was
President of Dysan International/Magnetics L.P. and oversaw its initial public
offering in Hong Kong in 1991. From 1983 through 1990, he held several executive
management positions at Xidex Corp. In one of those positions, Mr. Micciche
brought the division from a loss to a substantial profit in less than 15 months.
From 1983


                                       36
<PAGE>

through  1985,  Mr.  Micciche  was  Senior  Vice  President  Marketing  at Xidex
Magnetics, where sales increased $42 million in that two-year time period. Xidex
merged with Dysan Corp. in 1985.  Prior to 1983, Mr.  Micciche held positions as
Chief Executive Officer,  Vice President Sales,  Product Sales Manager and Chief
Engineer for various companies. Mr. Micciche received his BSEE from Northeastern
University in Boston.

     MITCHEL  UNDERSETH  has  served as Chief  Financial  Officer  of Oryx since
November 25, 1996,  with additional  responsibilities  for human  resources.  In
addition to his duties at Oryx,  from October 2000 to March 2002, Mr.  Underseth
served  as the  Chief  Financial  Officer  and  interim  CEO for  Manage.Com,  a
privately held software supplier providing  management  software to large global
2000  companies  and  from  September  1999 to  October  2000  he was the  Chief
Financial  Officer for Aptix  Corporation,  a privately held  electronic  design
automation company providing software and hardware. Mr. Underseth was elected as
a director of Oryx in October 1997. From August 1992 through  November 1996, Mr.
Underseth was Chief Financial  Officer of Triptych  CD/San Joaquin  Packaging in
Stockton,  California.  From March 1990 through  April 1992,  Mr.  Underseth was
Chief  Financial  Officer of Dysan  International/Magnetic  L.P.,  a spin-off of
Xidex's  Flexible  Disk Group.  From  September  1986  through  March 1990,  Mr.
Underseth  was Vice  President-Finance  of Xidex  Flexible  Disk Group and Rigid
Oxide Group in Santa Clara,  California.  Mr. Underseth received his M.B.A. from
the  University of Washington in Seattle and his B.S. in Business from Lewis and
Clark College in Portland, Oregon.

     ANDREW INTRATER has been a director, Secretary and Treasurer of Oryx since
its organization in July 1993. He was employed in various executive capacities
with Oryx from July 1993 until March 1998, when he resigned following the sale
of Oryx' majority ownership position in Oryx Instruments & Materials
Corporation, since renamed as Oryx Instruments Corporation. Mr. Intrater is
currently the Chairman of the Board of Oryx Instruments Corporation. Mr.
Intrater previously held various executive positions with ATI, the predecessor
corporation to Oryx and served as President of ATI and was a director since
1983. Mr. Intrater received his B.S. in Chemical Engineering from Rutgers
University and completed graduate studies in Materials Science at Columbia
University.

     JOHN H. ABELES, M.D., has been a director of Oryx since its organization in
July 1993 and served as Chairman of its board of directors from October 1993
until April 1997. Since March 1992, Dr. Abeles has been a General Partner of
Northlea Partners Ltd., a private investment partnership headquartered in Boca
Raton, Florida. Since 1980, Dr. Abeles has also been President of MedVest, Inc.,
a business and financial consulting firm. Dr. Abeles serves on the board of
directors of I-Flow Corporation, a publicly traded company that manufactures
infusion devices, DUSA Pharmaceuticals, Inc., a publicly traded company, which
is developing photodynamic therapy products, Encore Medical Corporation, which
is an orthopedic implant, concern and Molecular Diagnostics, Inc. f.k.a.
Ampersand Medical Inc., which is researching medical diagnostic equipment. Dr
Abeles received his Medical degree and a degree in Pharmacology from the
University of Birmingham, England, in 1970.

     THOMAS GUZEK has been a director of Oryx since April 2000. Mr. Guzek is
Executive Vice President and Chief Marketing Officer of Tii Network Technologies
(NASD:Tiii), a leading developer of broadband communications products since July
2000. Prior to joining Tii, Mr. Guzek held the position of V.P., General Manager
at Cooper Electronic


                                       37
<PAGE>

Technologies,  a leading manufacturer of circuit protection and power management
components and a subsidiary of Cooper  Industries.  Mr. Guzek spent twenty years
in various sales and marketing positions with Cooper Industries,  (NYSE:CBE),  a
Fortune 100 manufacturer of electrical, electronic and tools products. Mr. Guzek
joined  Cooper  Industries  in 1981.  Mr.  Guzek  holds a BSEE  from  the  State
University of New York at Buffalo.

     JAY M. HAFT has been a director of Oryx since February 1995. He is a
strategic and financial consultant for growth stage companies. He is active in
international corporate finance, mergers and acquisitions, and in the
representation of emerging growth companies. Mr. Haft has been Managing General
Partner of GenAm "1" Venture Fund, an international venture capital fund and a
director of numerous public and private corporations, including Robotic Vision
Systems, Inc. (RVSI), Encore Medical Corporation, DUSA Pharmaceuticals, Inc. He
is of counsel to Reed Smith LLP in New York and previously a senior partner of
Parker Duryee Rosoff & Haft in New York. He is a former member of the Florida
Commission of Government Accountability to the People and a former National
Trustee and Treasurer of the Miami City Ballet, and is currently a director of
Florida International University and a member of the Advisory Board of the
Wolfsonian Museum and the FIU Law School.

     RICHARD HUBBARD has been a director of Oryx since October 1997. Since
September 1996 Mr. Hubbard has been a director and an analyst with the VMR High
Octane Fund at Value Management & Research GmbH. The High Octane Fund invests in
small to mid-cap companies worldwide. Since 1991, Mr. Hubbard has been a
founding member of Namco, an African marine diamond mining and exploration
company. He was a director at Acomex Ltd. where he was involved in the launch of
Video Plus, a video coding and recording system, in the United Kingdom market.
Mr. Hubbard was a founding partner in Connolly and Hubbard Trading, a trading
company specializing in foreign exchange and commodities.

     DOUG MCBURNIE has been a director of Oryx since July 1997. Mr. McBurnie is
retired. From September 1997 to December 1998, he was Senior Vice President, in
the Computer, Consumer & Network Products Group, of VLSI Technology. In that
position he was responsible for VLSI's businesses in Advanced Computing, ASIC's,
Consumer Digital Entertainment and Local/Wide Area Networking. Prior to joining
VLSI, Mr. McBurnie was with National Semiconductor from May 1994 to September
1997 where he was senior vice president and general manager of their
Communications and Consumer Group. Previously, he was vice president and general
manager of National's Local Area Network Division. Under his leadership,
National became the recognized leader in networking circuits, one of the top
telecom IC suppliers, and made a strong push into consumer entertainment
markets. Prior to joining National Semiconductor, Mr. McBurnie held key
executive positions at a number of Silicon Valley companies, including Xidex
Corporation, Precision Monolithics and Fairchild Semiconductor. Mr. McBurnie
holds a Bachelor of Arts degree in business administration from Baldwin Wallace
College in Berea, Ohio.

     All directors are elected annually by our stockholders and serve until
their respective successors are duly elected and qualified. There is no family
relationship between any director or executive officer of Oryx.


                                       38
<PAGE>

Board Committees and Meetings

Board of Directors

     During the fiscal year ending February 28, 2002, there were 8 meetings of
the board of directors. Each board member attended 88% or more of the aggregate
of the meetings of our board of directors and the meetings of all committees of
the board of directors on which he served, except for Richard Hubbard and Thomas
Guzek who attended 75% of such meetings.

Compensation Committee

     The compensation committee was established on March 28, 1995. The members
of the compensation committee are Dr. John H. Abeles, Jay M. Haft and Richard
Hubbard, none of whom is an employee of Oryx. The compensation committee makes
recommendations with respect to compensation of senior officers and granting of
stock options and stock awards. The compensation committee met once during the
fiscal year ended February 28, 2002.

Audit Committee

     The audit committee was established on March 28, 1995. The audit committee
is composed of three members and operates under a written charter adopted by the
board of directors. The responsibilities of the audit committee are contained in
the Audit Committee Report. The audit committee during fiscal year 2002
consisted of Andrew Intrater, Jay M. Haft and Doug McBurnie. Mr. Haft and Mr.
McBurnie are "independent," as defined by Oryx policy and the National
Association of Securities Dealers, Inc. listing standards. Pursuant to the
National Association of Securities Dealers, Inc. listing standards, the board
has determined to appoint one director to the audit committee who is not
"independent" as defined by Oryx policy and the applicable listing standards.
All other audit committee members are independent. Andrew Intrater serves as the
Secretary and Treasurer of Oryx and, therefore, is not independent. The board
has determined to appoint Mr. Intrater as an audit committee member because of
his specific business experience relative to Oryx's business. The board has
further determined that Mr. Intrater's position with Oryx will not interfere
with his providing impartial advice to the audit committee and that Mr.
Intrater's service on the audit committee is in the best interests of Oryx and
its stockholders. The audit committee met once every quarter during fiscal year
2002.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

     Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our directors and executive officers, and persons who own more than 10% of a
registered class of our equity securities, to file with the SEC initial reports
of ownership and reports of changes in ownership of common stock and other
equity securities of Oryx. Officers, directors and greater than 10% stockholders
are required by the SEC regulation to furnish us with copies of all Section
16(a) forms they file.

     To our knowledge, based solely on a review of the copies of such reports
and amendments thereto furnished to us and written representations from the
reporting persons that no other reports were required during the fiscal year
ended February 28, 2002, we believe that all


                                       39
<PAGE>

Section 16(a) filing requirements applicable to the officers, directors and
greater than 10% beneficial owners of Oryx were complied with during the fiscal
year ended February 28, 2002.

Item 10. Executive Compensation.

Cash Compensation

     The following table sets forth the total compensation earned by the Chief
Executive Officer and the other executive officers of Oryx whose total salary
and compensation exceeded $100,000 for services rendered in all capacities for
the year ended February 28, 2002 and for the years ended February 28, 2001 and
February 28, 1999.

                           Summary Compensation Table

Name and                 Fiscal                    Other Annual  All Other
Principal Position       Year     Salary    Bonus  Compensation  Compensation
------------------       ------  --------  ------  ------------  ------------
Philip Micciche,         2002    $176,000          $7,142  (1)       $  -
President & Chief        2001    $176,000          $6,228  (1)       $  -
Executive Officer        2000    $160,000          $3,817  (1)       $  -

Mitchel Underseth        2002     $90,500  $   -   $    -            $  -
Chief Financial          2001     $90,500  $   -   $    -            $  -
Officer                  2000    $135,750  $   -   $8,765  (2)       $  -

     (1) All other compensation consists of vehicle allowance provide to Mr.
Micciche

     (2) Consisting of $1,800 in payments to Mr. Underseth in lieu of Oryx
supplied health benefits and $6,965 for payment in lieu of accrued vacation
time.

     The following table sets forth as to the Chief Executive Officer and each
of the executive officers named under the Summary Compensation Table, certain
information with respect to options to purchase shares of common stock of Oryx
as of and for the year ended February 28, 2002. We did not grant any options to
officers for the fiscal year ended February 28, 2002.


                                       40
<PAGE>

                   Year and Fiscal Year-End Option SAR/Values

                                                                        Value of
                                               Number of        unexercised
                                               unexercised      in-the-money
                   Shares                      Options/SARS     Options/SARS
                   Acquired                    at FY-end (#)    at FY-end ($)
                   on            Value         exercisable/     exercisable/
Name               Exercise (#)  Realized ($)  unexercisable    unexercisable(1)
------------------ ------------  ------------  ---------------  ----------------
Philip Micciche            -               -   87,003 / 1,000   0/0
Mitchel Underseth          -               -   39,652 / 7,351   0/0
Andrew Intrater            -               -   38,565 / 6,000   0/0
--------------------------------------------------------------------------------
     (1) Calculated on the basis of the closing price of $3.70 per share on
February 28, 2002 minus the exercise price.

Employment Agreements

     We entered into an employment agreement dated as of April, 2002 with Mr.
Philip Micciche, Chief Executive Officer, terminable by either party, providing
for annual compensation of $200,004 to Mr. Micciche from March 1, 2002 through
February 28, 2004. Bonuses or incentive compensation and additional stock option
grants may be paid or granted in the sole discretion of the board of directors.
In the event Mr. Micciche is terminated without cause by us, he will receive all
compensation and benefits for the remaining term of the employment agreement.

     We entered into an employment agreement dated as of November 1, 1996 with
Mr. Mitchel Underseth, Chief Financial Officer, terminable immediately by either
party, providing for annual compensation of $120,000, with increases in salary
based upon the recommendation of the Compensation Committee. In the event Mr.
Underseth is terminated without cause by us, he will receive his annual
compensation for six months. During most of fiscal 2001 and 2002, Mr. Underseth
was a part-time employee with us, and his compensation was proportionately
adjusted to reflect hours worked. Effective, March 1, 2002, Mr. Underseth
returned as a full-time employee with us.

     Pursuant to the Amended and Restated Operating Agreement for Oryx Ventures,
LLC, Philip Micciche, Mitchel Underseth and Luis Borge are entitled to receive
an aggregate of 20% of any distributions made by Oryx Ventures.

     We currently offer basic health and major medical insurance to our
employees. We have adopted a non-contributory 401(k) plan for our employees who
wish to participate on a voluntary basis, but no retirement, pension or similar
program has been adopted by us.

     Remuneration of Non-Employee Directors

     Each  member of the board of  directors  who is not an  employee of Oryx is
compensated  for his  services as  director  as follows:  $750.00 for each board
meeting  attended  in person,  and


                                       41
<PAGE>

$250.00 for each board meeting attended by telephone. In addition, each
non-employee member of the board of directors is granted stock options under the
director's non-qualified stock option plans as described below.

Description of Incentive and Nonqualified Stock Option Plan

     On March 3, 1993, we adopted the incentive and nonqualified stock option
plan, or the plan, pursuant to which, 362,500 shares of common stock have been
reserved for issuance to officers, directors, employees and consultants of Oryx
upon exercise of options granted under the plan. The primary purpose of the plan
is to attract and retain capable executives, employees, directors, advisory
board members and other consultants by offering such individuals a greater
personal interest in our business by encouraging stock ownership. Options
granted under the plan may be designated as "incentive stock options" within the
meaning of Section 422 of the Internal Revenue Code of 1986 or nonstatutory
options. The plan is administered by a compensation committee consisting of
outside members of the board of directors which will determine, among other
things, the persons to be granted options, the number of shares subject to each
option and the option price. The plan terminates on March 3, 2003.

     Options under the plan may be granted to officers, directors, employees and
consultants of Oryx, provided that only employees may be granted incentive stock
options. The exercise price of any incentive stock option granted under the plan
must be equal to the fair market value of the shares on the date of grant, and
with respect to persons owning more than 10% of the outstanding common stock,
the exercise price may not be less than 110% of the fair market value of the
shares underlying such option on the date of grant. The exercise price of
nonstatutory stock options may not be less than 85% of the fair market value of
the shares underlying such options, and the term of such nonqualified options
may not extend beyond ten years and one week. The Compensation Committee
determines the term of each option and the manner in which it may be exercised
provided that no incentive stock option may be exercisable more than ten years
after the date of grant, except for optionees who own more than 10% of the our
common stock, in which case the option may not have a term greater than five
years. The Compensation Committee has the power to impose additional
limitations, conditions and restrictions in connection with the grant of any
option.

     There are issued and outstanding options to purchase an aggregate of
290,592 shares of common stock pursuant to the plan. The following officers and
key employees of Oryx have been granted options under the plan at the
weighted-average exercise prices described below as of April 30, 2002:


                                       42
<PAGE>

                                                                         Average
                            Number                             Exercise
Name                        of Shares                          Price
--------------------------  ---------------------------------- -----------------
Philip Micciche             88,003                             $ 14.491
Mitchel Underseth           47,003                             $ 16.655
Andrew Intrater             44,565                             $ 14.949

Directors' Non-Qualified Stock Option Plans

     At our 1995 annual stockholders' meeting, our stockholders approved the
establishment of the 1995 directors non-qualified stock option plan, or the 1995
directors plan, providing for grants to our non-employee directors, or outside
directors, in order to attract and retain outside directors who possess a high
degree of competence, experience, leadership and motivation.

     A total of 22,500 shares of common stock have been reserved for issuance
exercise of non-qualified options under the 1995 directors plan. The 1995
director's plan is administered by the compensation committee of our board of
directors, which will at all times consist solely of outside directors. Under
the 1995 directors plan, outside directors received options to purchase 4,500
shares of our common stock, effective as of February 6, 1995. Each outside
director who joins our board of directors subsequent to the approval of the 1995
directors plan will initially receive options to purchase 4,500 shares of our
common stock, effective as of the date he or she is appointed or elected to our
board of directors. Each outside director will also receive options to purchase
1,500 shares of our common stock at such time as his or her initial grants are
fully vested. All options granted under the 1995 directors plan vest in three
equal annual installments on the first, second and third anniversaries of the
date of the grant, provided that the outside director continues to serve on our
board of directors as of such dates.

     At our 1996 annual stockholders' meeting, our stockholders approved the
1996 directors non-qualified stock option plan, or the 1996 directors plan,
providing for grants to our outside directors in order to attract and retain
outside directors who possess a high degree of competence, experience,
leadership and motivation.

     A total of 25,000 shares of Common Stock have been reserved for issuance
upon exercise of non-qualified options under the 1996 directors plan. The 1996
director's plan is administered by the compensation committee of our board of
directors, which will at all times consist solely of outside directors. Under
the 1996 directors plan, outside directors received options to purchase 3,000
shares of our common stock, effective as of April 1, 1996. Each outside director
who joins our board of directors subsequent to the approval of the 1996
directors plan will initially receive options to purchase 3,000 shares of our
common stock, effective as of the date he or she is appointed or elected to our
board of directors. Ten thousand of the option shares granted under the 1996
directors plan vest on the date of grant and the balance vest in equal annual
installments on the first and second anniversaries of the date of grant,
provided that the outside director continues to serve on our board of directors
as of such dates.

     The exercise price of the options granted under the 1995 and 1996 directors
plans will equal the fair market value of our common stock on the date of grant.
The options are not


                                       43
<PAGE>

transferable, except upon the death of the optionee. In the event of an
optionee's disability, all options granted will immediately vest, and in the
event of an optionee's death, all options will similarly vest but expire one
year thereafter. In the event the optionee voluntarily resigns from the board of
directors or ceases to serve as a board member, options that are vested through
the date of such resignation or cessation may be exercised for a period of three
months thereafter. Both the 1995 and 1996 directors plans provide, respectively,
that such plan may not be amended more than once every six months, other than to
comport with changes in the Internal Revenue Code of 1986, as amended, the
Employee Retirement Income Security Act, or the rules thereunder. The
Compensation Committee has the power to impose additional limitations,
conditions and restrictions in connection with the grant of any option under the
1995 directors plan or the 1996 directors plan.

     On October 22, 2001, all directors, excluding directors and officers were
each granted non-statutory options to purchase 6,000 shares of Common Stock at
an exercise price of $3.95 under the Incentive and Non Qualified Stock Option
plan. These options will vest in three equal annual installments on the first,
second and third anniversaries of the date of the grant, provided that the
outside director continues to serve on our board of directors as of such dates.

Subsidiary Stock Plans

     In November 1995, our subsidiary, SurgX Corporation, adopted a stock option
plan under which the board of directors of SurgX granted options to management
to purchase Class B common shares in the subsidiary at the fair market value of
such shares as determined by the SurgX board of directors. Class B common shares
authorized for issuance in SurgX are identical to the 10,000,000 shares of Class
A common shares owned by us, except that the Class A common shares possess a
liquidation preference. 1.5 million shares of SurgX Class B common shares are
available for issuance under this stock plan. Such options are not transferable
except in the event of a public offering of the subsidiary's stock, and may be
re-purchased by us at our option. Grants under the plan are for amounts, vesting
periods and option terms established by the SurgX board of directors. As of
April 30, 2002, there were 14,000 SurgX stock options granted which are all
fully vested and exercisable.

Item 11. Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth information regarding the beneficial
ownership of the our common stock as of April 30, 2002

     o    by each  person  who is known to us to be the owner of more than 5% of
          our common stock;

     o    by each of our directors;

     o    by each of our executive officers; and

     o    by all directors and executive officers of Oryx as a group.


                                       44
<PAGE>

     As of April 30, 2002, there were issued and outstanding 1,832,834 shares of
our common stock.

                                    Number of Shares of
Name and Address                    Common Stock              Percent of Common
or Identity of Group                Beneficially Owned        Stock Outstanding
--------------------                -------------------       -----------------
Philip J. Micciche (1)              88,003                                 4.8%
1100 Auburn Street
Fremont, CA  94538

Mitchel Underseth (2)               42,657                                 2.3%
1100 Auburn Street
Fremont, CA  94538

Andrew Intrater (3)                 65,249                                 3.6%
1100 Auburn Street
Fremont, CA  94538

Dr. John Abeles (4)                 58,433                                 3.2%
2365 Northwest 41st Street
Boca Raton, FL  33431

Jay M. Haft (5)                     14,265                                 *
1001 Brickell Bay Dr, 9th Fl.
Miami, FL 33131

Richard Hubbard (6)                 4,500                                  *
130, The Minories
London EC3N1NT
United Kingdom

Doug McBurnie (7)                   4,500                                  *
18346 You Bet Road
Grass Valley, CA 95945

Thomas Guzek (8)                    3,000                                  *
16261 Berry View Court
Ballwin, Missouri 63011

Windstar Investments N.V. (9)       108,422                                5.9%
200 East Broward Blvd.,
Suite 1900
Fort Lauderdale, FL  33302

VMR High Octane Fund (10)           144,306                                7.9%
c/o Meespierson Fund Services
18-20 North Quay
Douglas, Isle of Man 1M991M


                                       45
<PAGE>

Crenshaw Investments (11)           128,200                                7.0%
c/o Moore Stephens
L'Estoil Bloc C 31 Avenue
Princess Grace
MC98000 Monaco


All executive officers and          280,607                               15.3%
Directors as a group
(8 persons) (12)

     * Represents less than 1% of the outstanding shares

     (1) Represents shares subject to stock options exercisable as of April 30,
2002 or within 60 days thereafter.

     (2) Represents shares subject to stock options exercisable as of April 30,
2002 or within 60 days thereafter.

     (3) Includes 26,684 shares of common stock held by Mr. Intrater. Also
includes 38,565 shares subject to stock options exercisable as of April 30, 2002
or within 60 days thereafter.

     (4) Includes 35,942 shares of common stock held by Northlea Partners Ltd.
of which Dr. Abeles is the General Partner, and 3,500 shares issuable upon
conversion of Series A preferred stock also held by Northlea Partners. Also
includes 938 shares of common stock issuable upon exercise of certain bridge
warrants. Includes 3,775 shares of common stock issuable upon conversion of
warrants, held by Northlea Partners. Includes 2,278 shares of common stock
issuable upon exercise of certain private placement warrants. Also includes
12,000 shares subject to stock options exercisable as of April 30, 2002 or
within 60 days thereafter.

     (5) Includes 12,000 shares subject to stock options exercisable as of April
30, 2002 or within 60 days thereafter. Also includes 2,265 shares of common
stock issuable upon conversion of warrants.

     (6) Represents shares subject to stock options exercisable as of April 30,
2002 or within 60 days thereafter.

     (7) Represents shares subject to stock options exercisable as of April 30,
2002 or within 60 days thereafter.

     (8) Represents shares subject to stock options exercisable as of April 30,
2002 or within 60 days thereafter.

     (9) Includes 50,755 shares of common stock issuable upon conversion of
warrants.


                                       46
<PAGE>

     (10) Includes 11,393 shares of common stock issuable upon exercise of
certain private placement warrants.

     (11) Includes 24,304 shares of common stock issuable upon exercise of
certain private placement warrants.

     (12) Includes an aggregate of 217,981 shares issuable upon exercise of
warrants and stock options and conversion of Preferred Stock, included pursuant
to notes (1)-(11).

     The following table summarizes compensation plans (including individual
compensation arrangements) under which our equity securities are authorized for
issuance as of February 28, 2002:
<TABLE>
<CAPTION>
                                        EQUITY COMPENSATION PLAN INFORMATION

                                                  Number of                                   Number of securities
                                              securities to be        Weighted-average      remaining available for
                                                 issued upon         exercise price of       future issuance under
                                                 exercise of            outstanding           equity compensation
                                                 outstanding         options, warrants          plans (excluding
                                              options, warrants          and rights         securities reflected in
                                                 and rights                                       column (a))
                                                     (a) (b) (c)
                                             --------------------    -------------------    -------------------------
<S>                                                <C>                     <C>                      <C>
Equity compensation plans approved by              319,092                 $14.73                   20,036
security holders

Equity compensation plans not approved              50,000                 $ 4.89                        -
by security holders (1)

Total:                                             369,092                 $13.40                   20,036
</TABLE>

(1)  Warrants issued to Newport Capital Consultants with a weighted-average
     exercise price of $4.89 per share, issued in connection with a marketing
     agreement for investor relation services. As of February 28, 2002, these
     warrants have not been exercised.


Item 12.  Certain Relationships and Related Transactions

     In July 1998, we extended an unsecured loan in the aggregate principal
amount of $35,000 to Mitchel Underseth, Chief Financial Officer and a director
of the Oryx pursuant to the terms of a promissory note. The note bears interest
at a rate of 7% per annum and is payable in full on the earlier of November 15,
2002 or thirty days after Mr. Underseth's full-time employment with Oryx is
terminated. Principal and interest under the note are payable in full on such
maturity date. As of February 28, 2002, there was outstanding principal and
interest of $3,541 under the note.

     Oryx is paying legal costs incurred by Philip Micciche, our Chief Executive
Officer, and Mitchel Underseth, our Chief Financial Officer, in connection with
Comdisco, Inc. v. Micciche, Underseth, et al filed in Santa Clara County
Superior Court, in which Messrs. Micciche and Underseth have been named,
individually, as defendants. At our request, Messrs. Micciche and Underseth were
named as advisors to DAS Devices, Inc. prior to its acquisition by Applied
Magnetics in order to attempt to maximize our equity investment in DAS Devices.
Messrs. Micciche and Underseth were named as defendants in a lawsuit brought by
Comdisco, Inc. in connection with alleged defaults under a leasing agreement
between Comdisco and DAS Devices. As of April 30, 2002, Oryx had paid an
aggregate of $68,020 in legal expenses in connection with this matter. In May
28, 2002, we received $47,000 from the Insurance carrier, as reimbursement of
our legal expenses related to this matter.

     Through Oryx Ventures, we have invested a total of $1,605,000 in Preferred
Stock of S2 Technologies from July 2000 through February 2002. Mark Underseth,
Chief Executive Officer of S2 Technologies, is the brother of Mitchel Underseth,
Chief Financial Officer of Oryx. Mitchel Underseth did not participate in Oryx's
due diligence or negotiation with respect to Oryx's investments in S2
Technologies and abstained from voting or discussion when the Oryx Board of
Directors considered this matter.

     In addition, Messrs. Micciche and Underseth provide certain management
services to S2 Technologies in exchange for cash and warrants to purchase common
stock in S2 Technologies. S2 Technologies issued warrants to purchase 700,000
shares of common stock for $0.001 per share, of which 437,500 are vested as of
February 28, 2002. We have recorded $26,000 of revenue during fiscal 2002
related to the cash portion of the services provided, but has not recorded any
amounts related to the warrants, as the recoverability of the amount is not
considered probable for revenue recognition purpose.

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

         (a)      Financial Statements and Schedules


                                       47
<PAGE>

     The financial statements listed on the index to financial statements on
page F-1 are filed as part of this Form 10-KSB.

         (b) Reports on Form 8-K

     We did not file any Reports on Form 8-K with the Commission during the
fiscal quarter ended February 28, 2002.

         (c)      Exhibits
<TABLE>
<CAPTION>

Exhibit No.                Description of Exhibits
-----------                -----------------------
<S>                        <C>
2.2                        Asset Purchase Agreement dated as of June 1, 1999 by and between the Registrant and Oryx
                          Advanced Materials, Inc. (1)
3.1                        Certificate of Incorporation of the Registrant dated July 26, 1993 (2)
3.2                        Bylaws of the Registrant dated July 26, 1993 (2)
3.3                        Certificate of Amendment to Certificate of Incorporation dated July 23, 1993 (4)
3.4                        Certificate of Amendment of Certificate of Incorporation dated February 7, 1996 (5)
3.5                        Certificate of Amendment of Certificate of Incorporation dated June 15, 2001 (20)
4.1                        Specimen Common Stock Certificate (2)
4.2                        Specimen Common Stock Purchase Warrant (2)
4.3                        Warrant Agency Agreement including Statement of Rights, Terms and Conditions for Callable Stock
                              Purchase Warrants (3)
4.4                        Incentive and Nonqualified Stock Option Plan, as Amended (6)
4.4A                       1996 Directors Stock Option Plan (6)
4.4B                       1995 Directors Stock Option Plan (7)
4.5                        Form of Promissory Note issued to Series A Preferred Stock investors (2)
4.6                        Unit Purchase Warrant (2)
4.7                        Form of Warrants issued to Yorkton Securities, Inc. in December 1996 and February 1997 (9)
4.8                        Nonstatutory Stock Option Agreement, dated as of March 1, 1998, between the Registrant and
                           Bharat Shah (6)
4.9                        Nonstatutory Stock Option Agreement, dated as of March 1, 1998, between the Registrant and
                           Bharat Shah (6)
4.10                       Nonstatutory Stock Option Agreement, dated as of March 1, 1998, between the Registrant and Paul
                           Dickerson (6)
4.11                       Nonstatutory Stock Option Agreement, dated as of March 1, 1998, between the Registrant and
                           Thomas Landgraf (6)
4.12                       Nonstatutory Stock Option Agreement, dated as of March 1, 1998, between the Registrant and
                           Charles Ray (6)
4.13                       Nonstatutory Stock Option Agreement, dated as of March 1, 1998, between the Registrant and Gary
                           Sollner (6)
4.14                       Warrant dated as of August 10, 1998, between the Registrant and Continental Capital & Equity
                           Corporation (15)

</TABLE>

                                                            48
<PAGE>
<TABLE>
<CAPTION>
<S>                        <C>
4.15                       Stock Warrant dated as of February 27, 1998, between the Registrant and KBK Financial, Inc. (15)
4.16                       Warrant dated as of July 7, 2001 between the Registrant and Newport Capital Consultants, Inc.
                           (21)
10.1                       Lease Agreement with Renco Investment Company re: Fremont, California office, a laboratory and
                           manufacturing facility (2)
10.2                       Lease Agreement with FINSA re:  Reynosa, Mexico, manufacturing facility (4)
10.3                       Lease Agreement with Greer Enterprises re: Fremont, California manufacturing facility (4)
10.4                       Lease Agreement with Hospitak/Meditron re: McAllen, Texas, warehouse facility (4)
10.5                       Lease Agreement with Security Capital Industrial Trust re: Fremont, California manufacturing
                           facility (5)
10.6                       Lease Agreement with OTR, State Teachers Retirement System of Ohio re: Mt. Prospect, Illinois
                           office (5)
10.7                       Lease Agreement with E.B.J. Partners LP re: Fremont, California office and manufacturing
                           facility (13)
10.8                       Letter of Separation Agreement with Andrew Wilson (13)
10.9                       Letter of Employment Agreement with Mitchel Underseth (13)
10.10                      Letter of Employment Agreement with Philip Micciche (13)
10.11                      Letter of Employment and Non-Competition Agreement with Andrew Intrater (2)
10.12                      Agreement for the Purchase and Sale of Stock with Intek Diversified Corporation (2)
10.13                      Asset Purchase Agreement with Zenith Electronics Corporation (2)
10.14                      Promissory Notes issued in interim debt financing (2)
10.15                      Common Stock Purchase Warrants issued in interim debt financing (4)
10.16                      Placement Agency Agreement between the Registrant and Yorkton Securities, Inc. dated February
                           8, 1996, as amended April 22, 1996 (5)
10.17                      Form of Subscription Agreement between the Registrant and various investors in Yorkton Private
                           Placement dated February 29, 1996 and May 13, 1996 (5)
10.18                      Offering Memorandum dated February 8, 1996 and Supplement thereto dated April 22, 1996,
                           relating to Yorkton private placement (5)
10.19                      Settlement Agreement between the Registrant and Zenith Electronics Corporation dated February
                           29, 1996, as amended April 16, 1996 (5)
10.20                      Agreement between the Registrant and Cooper Bussmann dated July 1996 (13)
10.21                      Agreement between the Registrant and National Semiconductor dated June 7, 1996 (13)
10.22                      Agreement between the Registrant and LSI Logic dated September 30, 1996 (13)
10.23                      Agency Agreement between the Registrant and Yorkton Securities, Inc. dated December 4, 1996, as
                          amended January 23, 1997 (9)
</TABLE>

                                                            49

<PAGE>
<TABLE>
<CAPTION>
<S>                        <C>
10.24                      Form of Subscription Agreement between the Registrant and various investors in Yorkton Private
                           Placement dated December 4, 1996 (10)
10.25                      Asset Purchase Agreement relating to the acquisition of Power Sensors Corporation by Oryx Power
                           Products Corporation dated December 19, 1996 (8)
10.26                      Stock Purchase and Reorganization Agreement by and among the Registrant, Corus Investment, Ltd.
                           and Oryx Instruments and Materials Corporation Dated February 27, 1998 (11)
10.27                      Stockholders' Agreement Dated February 27, 1998 (11)
10.28                      Pledge Agreement Dated February 27, 1998 (11)
10.29                      Promissory Note Dated February 27, 1998 (11)
10.30                      Asset Purchase Agreement by and among the Registrant, Todd Power Corporation and Oryx Power
                           Products Corporation Dated March 2, 1998 (12)+
10.31                      License Agreement with IRISO Electronics Limited (14)
10.32                      Stock Purchase Agreement with IRISO Electronics Limited (14)
10.33                      Agreement with Office of Naval Research (14)
10.34                      DAS Devices Inc. Preferred Stock Purchase Agreement (14)
10.35                      Arvind Patel Separation Agreement (14)
10.36                      Amended Cooper Bussmann License Agreement (14)
10.37                      Revolving Account Transfer and Purchase Agreement (14)
10.38                      First Amendment to Loan Agreement (14)
10.39                      Revolving Credit Promissory Note (14)
10.40                      Second Amendment to Loan Agreement (14)
10.41                      Market Access Program Marketing Agreement dated as of August 7, 1998, by and between the
                           Registrant and Continental Capital & Equity Corporation (15)
10.42                      Term Promissory Note dated February 27, 1998 payable to KBK Financial, Inc. (14)
10.43                      Loan Agreement dated May 29, 1997 with KBK Financial, Inc. (14)
10.44                      Note and Stock Purchase Agreement and Release dated November 6, 1998 by and among the
                           Registrant, Corus Investment LTD. and Oryx Instruments and Materials Corporation. (16)
10.45                      Promissory Note payable by Mitch Underseth dated July 15, 1998 (17)
10.46                      Assignment Agreement between Philip J. Micciche and Registrant dated November 24, 1998 (17)
10.47                      Extension Rent Agreement between ProLogis LP and Registrant dated April 12, 1999 (17)
10.48                      Employment Agreement between Registrant and Phillip J. Micciche dated March 15, 1999 (18)
10.49                      Oryx Ventures, LLC Operating Agreement dated as of May 18, 2000 (19)
10.50                      Amendment No. 1 to Intellectual Property Rights License Agreement by and between the Registrant
                           and Cooper Bussmann, dated April 10, 2000 (19)
</TABLE>

                                                            50
<PAGE>
<TABLE>
<CAPTION>
<S>                        <C>
10.51                      Consulting Agreement by and between Oryx Ventures, LLC and Aptix Corporation dated as of
                           November 1, 2000 (services provided by Philip Micciche) (19)
10.52                      Consulting Agreement by and between Oryx Ventures, LLC and Aptix Corporation dated as of
                           November 1, 2000 (services provided by Mitchel Underseth) (19)
10.53                      Intellectual Property Rights License Agreement by and between SurgX Corporation and Cooper
                           Bussmann dated as of October 2, 1997, as amended (14)
10.54                      Manufacturing and Supply Agreement by and between SurgX Corporation and Cooper Electronics
                           Technologies dated as of May 1, 2000 (19)
10.55                      First Amendment to License Agreement by and between the Registrant and Oryx Advanced Materials,
                           Inc. dated as of March 1, 2001 (19)
10.56                      Series A Preferred Stock Purchase Agreement by and among LOTS Technology, Inc., Oryx Ventures,
                           LLC and the other investors named therein dated as of July 30, 1999 (19)
10.57                      Series A Preferred Stock Purchase Agreement by and among S2 Technologies, Inc., Oryx Ventures,
                           LLC and the other investors named therein dated as of July 20, 2000 (19)
10.58                      NetConversions, Inc. Unsecured Convertible Promissory Note payable by NetConversions, Inc. to Oryx
                           Ventures, LLC dated as of June 12, 2000 (19)
10.59                      Business Consultant and Management Agreement by and between Oryx Ventures, LLC and LOTS
                           Technology, Inc. dated as of June 13, 2000 (19)
10.60                      Business Consultant and Management Agreement by and between Oryx Ventures, LLC and S2
                           Technologies, Inc dated as of July 20, 2000 (19)
10.61                      Employment Agreement by and between the Registrant and Phillip J. Micciche dated May 16, 2001
                           (19)
10.62                      Amendment to Promissory Note for Mitchel Underseth dated July 15, 2000 (19)
10.63                      Market Access Program Marketing Agreement dates as of July 7, 2001 by and between the
                           Registrant and Newport Capital Consultants, Inc. (21)
10.64                      Convertible Promissory Note dated June 2001 payable by S2 Technologies to the Registrant (21)
10.65                      Common Stock and Warrant Purchase Agreement dated October 31, 2001 by and between the
                           Registrant and the Purchasers named therein (22)
10.66                      S2 Technologies, Inc. Series B Preferred Stock Purchase Agreement dated October 18, 2001 by and
                           between S2 Technologies, Inc., the Registrant and the other Purchasers named therein (22)
10.67                      Employment Agreement dated as of February 28, 2002 by and between the Registrant and Philip J.
                           Micciche(23)
10.68                      Amended and Restated Operating Agreement for Oryx Ventures, LLC dated as of February 28, 2002(23)
21                         Subsidiaries of the Registrant (5)
23.1                       Consent of Independent Accountants*
99.1                       Certification of Philip J. Micciche, President, Chief Executive Officer and Chief Financial Officer
                           Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                           2002, filed herewith.*
</TABLE>

                                                            51
<PAGE>

*    Filed herewith.

+    Confidential treatment has been requested with respect to certain portions
     of these Exhibits. Such portions have been omitted from this filing and
     have been filed separately with the Securities and Exchange Commission.

(1)  Previously filed as an exhibit to the Registrant's Current Report on Form
     8-K filed with the Commission on September 2, 1999.

(2)  Previously filed as an exhibit to the Registrant's Registration Statement
     on Form SB-2 (Registration No. 33-72104) which became effective on April 6,
     1994 incorporated herein by reference.

(3)  Previously filed as an exhibit to the Registrant's Current Report on Form
     8-K filed with the Commission on March 27, 1995.

(4)  Previously filed as an exhibit to the Registrant's Annual Report on Form
     10-KSB for the fiscal year ended February 28, 1995.

(5)  Previously filed as an exhibit to the Registrant's Annual Report on Form
     10-KSB (as amended) for the fiscal year ended February 29, 1996.

(6)  Previously filed as an exhibit to the Registrant's Registration Statement
     on Form S-8 (Registration No. 333-62767) filed with the Commission on
     September 1, 1998 and incorporated herein by reference.

(7)  Previously filed as an exhibit to the Registrant's Registration Statements
     on Form S-8 (Registration No. 333-07409) filed with the Commission on July
     2, 1996 and incorporated herein by reference.

(8)  Previously filed as an exhibit to the Registrant's Current Report on Form
     8-K filed with the Commission on January 3, 1997.

(9)  Previously filed as an exhibit to the Registrant's Current Report on Form
     8-K filed with the Commission on February 21, 1997.

(10) Previously filed as an exhibit to the Registrant's Registration Statement
     on Form S-3 Registration No. 333-23317) filed with the commission on March
     31, 1997 and incorporated herein by reference.

(11) Previously filed as an exhibit to the Registrant's Current Report on Form
     8-K filed with the Commission on March 16, 1998.

(12) Previously filed as an exhibit to the Registrant's Current Report on Form
     8-K filed with the Commission on March 23, 1998.


                                       52
<PAGE>

(13) Previously filed as an exhibit to the Registrant's Annual Report on Form
     10-KSB for the fiscal year ended February 28, 1997.

(14) Previously filed as an exhibit to the Registrant's Annual Report on Form
     10-KSB for the fiscal year ended February 28, 1998.

(15) Previously filed as an exhibit to the Registrant's Registration Statement
     on Form S-3 Registration No. 333-63991 which became effective on September
     22, 1998 and is incorporated herein by reference.

(16) Previously filed as an exhibit to the Registrant's Current Report on Form
     8-K filed with the Commission on April 14, 1999.

(17) Previously filed as an exhibit to the Registrant's Annual Report on Form
     10-KSB for the fiscal year ended February 28, 1999.

(18) Previously filed as an exhibit to the Registrant's Annual Report on Form
     10-KSB for the fiscal year ended February 28, 2000.

(19) Previously filed as an exhibit to the Registrant's Annual Report on Form
     10-KSB for the fiscal year ended February 28, 2001.

(20) Previously filed as an exhibit to the Registrant's Current Report on Form
     8-K filed with the Commission on June 19, 2001.

(21) Previously filed as an exhibit to the Registrant's Quarterly Report on Form
     10-QSB for the quarter ended August 31, 2001.

(22) Previously filed as an exhibit to the Registrant's Quarterly Report on Form
     10-QSB for the quarter ended November 30, 2001.

(23) Previously filed as an exhibit to the Registrant's Annual Report on Form
     10-KSB for the fiscal year ended February 28, 2002.


                                       53
<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 on this 22nd day of May 2003.

                                  ORYX TECHNOLOGY CORP.


                                  By:      /s/ Philip J. Micciche
                                           ----------------------
                                           Philip J. Micciche,
                                           President, Chief Executive Officer,
                                           Chief Financial Officer and Director
                                           (Principal Executive Officer and
                                           Principal Financial and
                                           Accounting 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.


                                       54
<PAGE>

Signature                   Title                                      Date


/s/ Philip J. Micciche      President, Chief Executive Officer,     May 22, 2003
----------------------      Chief Financial Officer and Director
Philip J. Micciche          (Principal Executive Officer and
                             Principal Financial and
                            Accounting Officer)


/s/ Andrew Intrater         Secretary, Treasurer                    May 22, 2003
-------------------         and Director
Andrew Intrater


/s/ John H. Abeles          Director                                May 22, 2003
------------------
John H. Abeles


/s/ Jay M. Haft             Director                                May 22, 2003
---------------
Jay M. Haft


                                       55
<PAGE>

I, Phillip J. Micciche, certify that:

1. I have reviewed this annual report on Form 10-KSB/A of Oryx Technology Corp.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.

Date: May 22, 2003


                                                /s/Philip J. Micciche
                                                ----------------------
                                                Philip J. Micciche
                                                Chief Executive Officer

                                       56
<PAGE>

Oryx Technology Corp.
Index to Consolidated Financial Statements
February 28, 2002 and February 28, 2001
--------------------------------------------------------------------------------

                                                                            Page

Report of Independent Accountants........................................    F-2

Consolidated Balance Sheet at February 28, 2002
      and February 28, 2001..............................................    F-3

Consolidated Statement of Operations for the
      years ended February 28, 2002 and February 28, 2001 ...............    F-4

Consolidated Statement of Stockholders' Equity for the
      years ended February 28, 2002 and February 28, 2001................    F-5

Consolidated Statement of Cash Flows for the
      years ended February 28, 2002 and February 28, 2001................    F-6

Notes to Consolidated Financial Statements...............................    F-7


                                       F-1
<PAGE>

                        Report of Independent Accountants


To the Board of Directors and Shareholders of
Oryx Technology Corp.


In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, of stockholders' equity and of cash flows
present fairly, in all material respects, the financial position of Oryx
Technology Corp. and its subsidiaries at February 28, 2002 and February 28,
2001, and the results of their operations and their cash flows for the years
then ended in conformity with accounting principles generally accepted in the
United States of America. 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 of these
statements in accordance with auditing standards generally accepted in the
United States of America which 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, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company has suffered recurring losses
from operations and has an accumulated deficit that raises substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 1. These financial statements do not
include any adjustments that might result from the outcome of this uncertainty.


PricewaterhouseCoopers LLP


San Jose, California
May 3, 2002


                                       F-2

<PAGE>
<TABLE>
<CAPTION>
Oryx Technology Corp.
Consolidated Balance Sheets
------------------------------------------------------------------------------------------------------------------

              Assets                                                           February 28,        February 28,
                                                                                   2002                2001
                                                                             -----------------   -----------------
<S>                                                                               <C>                 <C>
Current assets:
  Cash and cash equivalents                                                       $ 2,053,000         $ 3,306,000
  Accounts receivable, net of allowance for doubtful
    accounts of $34,000 and $0                                                         14,000              46,000
  Other current assets                                                                164,000             126,000
                                                                             -----------------   -----------------
    Total current assets                                                            2,231,000           3,478,000

Property and equipment, net                                                             6,000             135,000
Investments                                                                           520,000             243,000
Other assets                                                                                -               1,000
                                                                             -----------------   -----------------
                                                                                  $ 2,757,000         $ 3,857,000
                                                                             =================   =================

              Liabilities, Mandatorily Redeemable Convertible
                  Preferred Stock and Stockholders' Equity

Current liabilities:
  Accounts payable                                                                   $ 10,000            $ 29,000
  Accrued liabilities                                                                 196,000             352,000
                                                                             -----------------   -----------------
    Total current liabilities                                                         206,000             381,000

Commitments and Contingencies (Note 9)

Series A 2% mandatorily convertible redeemable Preferred Stock $0.001 par value;
    3,000,000 shares authorized;
    3,750  shares issued and outstanding                                               89,000              89,000

Stockholders' equity:
  Common Stock, $0.001 par value; 25,000,000 shares
    authorized; 1,832,834 and 1,670,467 issued and
    outstanding, at February 28, 2002 and 2001, respectively                           18,000              17,000
Additional paid-in capital                                                         26,133,000          25,587,000
Accumulated deficit                                                               (23,689,000)        (22,217,000)
                                                                             -----------------   -----------------
      Total stockholders' equity                                                    2,462,000           3,387,000
                                                                             -----------------   -----------------
                                                                                  $ 2,757,000         $ 3,857,000
                                                                             =================   =================
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                                    F-3
<PAGE>

<TABLE>
<CAPTION>
Oryx Technology Corp.
Consolidated Balance Sheets
-----------------------------------------------------------------------------------------------------------
<S>                                                                     <C>                     <C>
                                                                         Year Ended              Year Ended
                                                                        February 28,            February 28,
                                                                            2002                    2001
                                                                        -----------             -----------

Revenue:
   Services                                                             $   223,000             $   213,000
   Other                                                                    382,000                 437,000
                                                                        -----------             -----------
                                                                            605,000                 650,000
                                                                        -----------             -----------

Cost of Sales:
   Services                                                                 166,000                  93,000
   Other                                                                     39,000                 233,000
                                                                        -----------             -----------
                                                                            205,000                 326,000
                                                                        -----------             -----------

    Gross profit                                                            400,000                 324,000
                                                                        -----------             -----------

Operating expenses:
   General and administrative                                             1,085,000               1,599,000
   Research and development                                                 256,000                 184,000
                                                                        -----------             -----------
    Total operating expenses                                              1,341,000               1,783,000
                                                                        -----------             -----------


Loss from operations                                                       (941,000)             (1,459,000)

Interest income, net                                                         87,000                 215,000
Loss on investments, net                                                   (814,000)               (877,000)
Other income (expenses)                                                     198,000                  (7,000)
                                                                        -----------             -----------

Net loss                                                                 (1,470,000)             (2,128,000)
Dividends                                                                    (2,000)                 (2,000)
                                                                        -----------             -----------
    Net loss attributable to Common Stock                               $(1,472,000)            $(2,130,000)
                                                                        ===========             ===========

Basic and diluted net loss per common share                             $     (0.85)            $     (1.28)
                                                                        ===========             ===========

Weighted average common shares used to compute basic and
   diluted net loss per share                                             1,724,000               1,667,700
                                                                        ===========             ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.


                                                    F-4
<PAGE>
<TABLE>
<CAPTION>
Oryx Technology Corp.
Consolidated Statements of Stockholder's Equity
------------------------------------------------------------------------------------------------------------------------------------


                                                                    Common Stock         Additional
                                                                ---------------------     Paid-In        Accumulated
                                                                  Shares      Amount      Capital          Deficit         Total
                                                                ----------  ---------  --------------  ---------------  ------------
<S>                                                             <C>           <C>        <C>            <C>               <C>
Balance at February 28, 2000                                    1,645,797     16,000     25,237,000     (20,087,000)      5,166,000


Issuance of Common Stock upon exercise of options                  23,213      1,000        323,000            --           324,000

Issuance of Common Stock upon exercise of warrants                  1,486       --           12,000            --            12,000

Issuance of stock options in exchange for services                   --         --           15,000            --            15,000

Net Loss                                                             --         --             --        (2,128,000)     (2,128,000)

Preferred Stock dividend                                             --         --             --            (2,000)         (2,000)
                                                                ---------    --------   -----------    -------------    ------------
Balance at February 28, 2001                                    1,670,496     17,000     25,587,000     (22,217,000)      3,387,000


Issuance of Common Stock in private placement                     162,338      1,000        498,000            --           499,000
Issuance of stock options in exchange for services                   --         --           48,000            --            48,000

Net Loss                                                             --         --             --        (1,470,000)     (1,470,000)

Preferred Stock dividend                                             --         --             --            (2,000)         (2,000)
                                                                ---------    --------   -----------    -------------    ------------
Balance at February 28, 2002                                    1,832,834    $18,000    $26,133,000    $(23,689,000)    $ 2,462,000
                                                                =========    ========   ===========    =============    ============
</TABLE>
The accompanying notes are an integral part of these financial statements.


                                                                             F-5
<PAGE>
<TABLE>
<CAPTION>
Oryx Technology Corp.
Consolidated Statements of Cash Flows
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                     Year Ended         Year Ended
                                                                                                    February 28,       February 28,
                                                                                                        2002               2001
                                                                                                    -----------         -----------
<S>                                                                                                 <C>                 <C>
Cash flows from operating activities:
  Net loss                                                                                          $(1,470,000)        $(2,128,000)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Loss on investments                                                                                 828,000             877,000
    Loss from asset disposition                                                                           6,000               7,000
    Depreciation and amortization                                                                       124,000             153,000
    Provisions for doubtful accounts receivable                                                          34,000                --
    Non-cash stock compensation                                                                          48,000              15,000
      Changes in assets and liabilities
        Accounts receivable                                                                              (2,000)              4,000
        Other current assets                                                                            (38,000)              1,000
        Other assets                                                                                      1,000              31,000
        Deferred revenue                                                                                   --               (19,000)
        Accounts payable                                                                                (19,000)            (14,000)
        Accrued liabilities                                                                            (156,000)           (320,000)
                                                                                                    -----------         -----------
            Net cash used in operations                                                                (644,000)         (1,393,000)
                                                                                                    -----------         -----------

Cash flows from investing activities:
  Capital expenditures                                                                                   (4,000)            (47,000)
  Proceeds from assets disposition                                                                        3,000              14,000
  Purchase of short term investments                                                                       --                (4,000)
  Proceeds from sale of short term investments                                                             --               993,000
  Purchase of Investments                                                                            (1,105,000)         (1,120,000)
                                                                                                    -----------         -----------
            Net cash used in investing activities                                                    (1,106,000)           (164,000)
                                                                                                    -----------         -----------

Cash flows from financing activities:
  Proceeds from sale of Common Stock                                                                    499,000                --
  Proceeds from exercise of warrants for Common Stock                                                      --                12,000
  Proceeds from exercise of options for Common Stock                                                       --               324,000
  Payment of dividends                                                                                   (2,000)             (2,000)
                                                                                                    -----------         -----------
            Net cash provided by financing activities                                                   497,000             334,000
                                                                                                    -----------         -----------
Net decrease in cash and cash equivalents                                                            (1,253,000)         (1,223,000)
Cash and cash equivalents at beginning of period                                                      3,306,000           4,529,000
                                                                                                    -----------         -----------
Cash and cash equivalents at end of period                                                          $ 2,053,000         $ 3,306,000
                                                                                                    ===========         ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.


                                                                             F-6
<PAGE>

Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

1.   The Company

     During fiscal 2000, Oryx Technology Corp. ("Oryx" or the "Company"), a
Delaware corporation, and its subsidiaries completed its strategic repositioning
of the Company to a licensing entity. During fiscal 2001, the Company
established a subsidiary, Oryx Ventures, LLC, to act as an investment and
management services entity. At February 28, 2002, the Company was primarily
involved in the business of licensing its proprietary SurgX technology and
providing capital and management services to early stage development companies.
The Company transferred the research and development of its SurgX electrostatic
discharge protection technology -- SurgX liquid manufacturing processes and
know-how to its licensees.

     Liquidity

     From inception through February 28, 2002, the Company has incurred
substantial losses and negative cash flows from operations and, as of February
28, 2002, the Company had an accumulated deficit of $23,689,000. For the year
ended February 28, 2002, the Company recorded a net loss of $1,472,000 and cash
outflows from operating activities of $644,000.

     In October 2001, the Company successfully consummated the sale of 162,338
shares of common stock, for aggregate net cash proceeds of $499,000. Management
believes additional capital will be required to fund operations for at least the
next twelve months. The Company operates in a highly competitive market
characterized by rapidly changing technology. The Company intends to incur
significant expenses to develop and promote its portfolio companies and their
new products as well as to support existing licensees. The Company is currently
seeking additional equity financing. Failure to generate sufficient license
revenues, raise additional capital or reduce discretionary expenditures would
have a material adverse effect on the Company's ability to continue as a going
concern and achieve its intended business objectives.

     The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or to amounts and
classification of liabilities that may be necessary if the Company is unable to
continue as a going concern.

2. Summary of Significant Accounting Policies

     Basis of presentation

     The Company's fiscal year ends on the last day of February. The year ended
February 28, 2002 is referred to as fiscal 2002. Certain prior year amounts have
been reclassified to conform to current year presentation.

     Principles of consolidation

     The consolidated financial statements include the accounts of Oryx
Technology Corporation and its majority owned subsidiaries. All significant
intercompany transactions and accounts have been eliminated.


                                       F-7
<PAGE>
Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     Use of estimates

     The preparation of financials statements in conformity with generally
accepted accounting principle requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates, and such differences
could be material and affect the result of operation reported in future periods.

     Cash and Cash Equivalents

     The Company considers all highly liquid instruments with an original
maturity of three months or less to be cash equivalents.

     Concentration of credit Risks

     Our customers are primarily the licensees of our proprietary SurgX
technology and the Intragene technology, and the companies we provide management
services. The Company maintains reserves for potential credit losses;
historically, such losses have been minor. The Company's accounts receivable are
principally derived from sales in the United States.

     All transactions are denominated in U.S. dollars. Significant customers who
represented 10% or more of revenue for the respective periods were as follow:

                                              Year Ended            Year Ended
                                              February 28,          February 28,
                                                  2002                  2001

 Iriso Electronics, Co. LTD                       33%                   18%
 Oryx Advanced Materials, Inc                     30%                   36%
 Aptix Corporation                                21%                   27%


     At February 28, 2002 and 2001, two customers accounted for 100% of accounts
receivable.

     Fair value of financial instruments

     Carrying amounts of certain of the Company's financial instruments,
including cash and cash equivalents, restricted cash, accounts receivable and
accounts payable, approximate their fair value due to their relative short
maturities and based upon comparable market information available at the
respective balance sheet dates. The Company does not hold or issue financial
instruments for trading purpose.

     Property and equipment

     Property and equipment are stated at cost. Depreciation is computed using
the straight-line method over the estimated useful lives of the assets,
generally three to ten years. Leasehold improvements are amortized using the
straight-line method over the shorter of the lease term or the estimated useful
lives of the assets. The Company periodically reviews the carrying value of
property and equipment for impairment based upon estimated cash flows.


                                       F-8
<PAGE>
Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     Investments

     The investments in the Company's portfolio companies are accounted for by
either the equity method or cost method, based upon voting interests and level
of influence. See Note 4 for related investment activity. The Company
periodically reviews the carrying value of investments for impairment based upon
estimated cash flows.

     Revenue recognition

     Services revenue is for management services pursuant to time and materials
contracts and is recorded when services are performed, contractually payable and
collectibility is probable. Other revenue represents royalty revenue based upon
license agreements or per unit royalties which are recognized when earned,
reported by the licensee, contractually payable and collectibility is probable.

     Income taxes

     Deferred income taxes are provided for temporary differences between the
financial reporting basis and the tax basis of the Company's assets and
liabilities. The benefits from utilization of net operating loss carryforwards
will be reflected as part of the income tax provision if and when realizable.

     Net loss per share

     Basic and diluted earnings per share for the periods presented have been
computed by dividing income or loss available to common stockholders by the
weighted average common shares outstanding for the period. Due to the net losses
from continuing operations incurred in fiscal 2002 and 2000, all common stock
equivalents (options, warrants and preferred stock) outstanding were considered
anti-dilutive and were excluded from the calculations of diluted net loss per
share. No adjustments were made to net loss attributable to common stock in the
calculation of basic or diluted earnings per share in fiscal 2002 or 2000. Anti
dilutive securities and common stock equivalents at February 28, 2002 which
could be dilutive in future periods include common stock options to purchase
319,000 shares of common stock, warrants to purchase 149,000 shares of common
stock, 3,750 shares of Series A preferred stock which may be converted into
4,400 shares of common stock and subsidiary stock options to purchase 14,000
shares in the Company's SurgX subsidiary which could reduce the Company's share
of profits in the calculation of earnings per share in future periods.

     Comprehensive Income

     Comprehensive income includes all changes in equity during a period from
non-owner sources including unrealized gains and losses on available-for-sale
securities. There is no difference between net loss attributable to common stock
and comprehensive loss for all periods presented.

     Accounting for stock-based compensations

     The Company accounts for stock-based employee compensation arrangements
using the intrinsic value method and, accordingly, compensation cost for stock
options is measured as the excess, if any, of the fair value of the Company's
stock at the date of grant over the stock option exercise price. Expense
associated with stock-based compensation is amortized on an accelerated basis
over the vesting period of the individual award consistent with the method
described in Financial Accounting Standards Board Interpretation No. 28 ("FIN
28"). Under SFAS No. 123 and EITF 96-18, stock options awards issued to
nonemployees are accounted for at their fair


                                       F-9
<PAGE>
Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

value using the Black-Scholes option pricing method. The fair value of each non
employee stock option or award is remeasured at each period end until a
commitment date is reached, which is generally the vesting date.

     Other income (expense)

     The Other income (expense) in fiscal 2002 includes equipment rental income
that is recognized when contractually payable and collection is probable.

     Recent accounting pronouncements

     In July 2001, the FASB issued FASB Statements Nos. 141 and 142 (FAS 141 and
FAS 142), "Business Combinations" and "Goodwill and Other Intangible Assets."
FAS 141 supercedes APB 16 and eliminates pooling-of-interests accounting
prospectively. It also provides guidance on purchase accounting related to the
recognition of intangible assets and accounting for negative goodwill. FAS 142
changes the accounting for goodwill from an amortization method to an
impairment-only approach. Under FAS 142, goodwill will be tested annually and
whenever events or circumstances occur indicating that goodwill might be
impaired. Companies are required to adopt FAS 142 for fiscal years beginning
after December 15, 2001, but early adoption is permitted. The Company will adopt
FAS 142 on March 1, 2002. The Company has determined the main impact these
standards will have on its financial position and results of operations, is that
equity method goodwill is no longer amortized, but that it is still subject to
impairment guidelines under APB No. 18. As of February 28, 2002, the Company has
equity method goodwill recorded as a result of its investment in S2 Technologies
that is not subject to amortization, and as a result of it being generated after
July 1, 2002, no amortization was recorded during fiscal 2002.

     In October 2001, the FASB issued SFAS No. 144, "Accounting for Impairment
or Disposal of Long-Lived Assets." SFAS No. 144 addresses significant issues
relating to the implementation of SFAS No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," and develops
a single accounting method under which long-lived assets that are to be disposed
of by sale are measured at the lower of the book value or fair value less cost
to sell. Additionally, SFAS No. 144 expands the scope of discontinued operations
to include all components of an entity with operations that (1) can be
distinguished from the rest of the entity and (2) will be eliminated from the
ongoing operation of the entity in a disposal transaction. SFAS No. 144 is
effective for financial statements issued for fiscal years beginning after
December 15, 2001 and its provisions are to be applied prospectively. The
Company believes that the adoption of SFAS No. 144 will not have a significant
impact on its financial statements.


                                      F-10
<PAGE>
Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

3. Details of Balance Sheet Components

                                                    February 28,   February 28,
                                                       2002            2001
                                                   -------------   ------------

Other current assets:
  Receivable from licensees                         $ 79,000          $ 20,000
  Receivable from  OAMI for sales of equipment             -            15,000
  Security deposit on facility                         1,000            19,000
  Other                                               84,000            72,000
                                                   ----------------------------
                                                    $164,000          $126,000
                                                   ============================

Property and equipment:
  Machinery and equipment                           $245,000          $415,000
  Furniture and fixtures                              38,000           234,000
  Leasehold improvements                                   -            77,000
                                                   ----------------------------
                                                     283,000           726,000
Less:  Accumulated depreciation                     (277,000)         (591,000)
                                                   ----------------------------
                                                     $ 6,000          $135,000
                                                   ============================

Accrued liabilities:
  Compensation                                      $ 54,000          $ 65,000
  Professional fees                                  104,000           103,000
  Facilities                                          15,000            18,000
  Other                                               23,000           166,000
                                                   ----------------------------
                                                    $196,000          $352,000
                                                   ============================


                                      F-11
<PAGE>
Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

4.  Investments

     During fiscal 2001, the Company established Oryx Ventures, LLC to act as an
investment and management services entity.

     The Company's investment portfolio are early stage development companies
that generate net losses, and it expects these losses to continue in the future.
On a quarterly basis, the carrying value of the Company's ownership interest and
advances in each of its portfolio companies is evaluated for possible
impairment. In assessing the carrying value for each portfolio company, the
achievement of financial plan objectives and milestones, overall market
conditions for their products or services, assessment of competitive
technologies and the ability to raise capital for future funding requirements is
considered.

     The various interests that the Company has acquired in its portfolio
companies are accounted for by either the equity method or cost method. The
applicable accounting method used to record investments in portfolio companies
is determined by the Company's voting interest and level of influence the
Company exercises over each portfolio company. In general the Company will use
the equity method when its ownership level exceeds 20% but is not greater than
50%. When the Company's ownership is less than 20% and the Company does not
exercise significant influence or effective control it uses the cost method.
Whether or not the Company exercises significant influence with respect to a
portfolio company depends on an evaluation of several factors including: its
management capacity and decision making authority relative to the management
services the Company provides to the portfolio company, level of representation
on the portfolio company's board of directors and level of voting rights
associated with its equity holdings.

     To date, the Company has invested in three technology companies: LOTS
Technology, Inc., a developer of digital optical storage technology,
NetConversions, an early-stage, data marketing company with a proprietary
technology that allows for real-time analysis of consumer online buyer behavior,
and S2 Technologies, Inc., an early-stage middleware and software tools
development company.

     LOTS Technology ("LOTS") proprietary technology is a replacement product
for the high-end magnetic media drives that can no longer keep pace with the
growth in digital data storage. The company, which developed the technology with
major funding from government contracts, plans to supply large-volume data
storage systems to three broad markets of commercial and government customers,
including general purpose computing, networked data storage, digital video and
data acquisition system companies. The Company made a direct investment of
$500,000 in this company and have received additional equity in the form of
stock options for its senior advisory services with the Company's total
ownership of approximately 6.5%. LOTS may do a second round of preferred stock
financing, however, the Company will not participate in this financing and, as a
result, the Company's ownership interest in LOTS will be diluted as a result of
such financing. As of April 2001, the Company had fulfilled its obligations
under its management service agreement and is no longer providing any other
services. Based upon the adverse conditions of the private equity capital
markets there is greater uncertainty concerning the outlook for privately funded
companies and there can be no assurance that LOTS will be successful raising
sufficient funding


                                      F-12
<PAGE>
Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

to support its current business model. The Company fully reserved its $500,000
investment during the fourth quarter of fiscal 2001.

     NetConversions, Inc, ("NetConversions") has a solution that incorporates an
innovative approach to behavior profiling and promotions, allowing e-commerce
managers maximum flexibility to change their website marketing. The product is a
turnkey ASP solution that requires minimal client integration and engineering.
The Company has provided a bridge loan of $100,000 to NetConversions that is
convertible to equity at a discounted rate. The Company fully reserved its
investment in NetConversion as of November 30, 2000 due to industry conditions
and financing issues. In August 2001, NetConversions significantly curtailed its
business operations.

     In August 2000, through Oryx Ventures, the Company invested $500,000 in
Series A Preferred of S2 Technologies. In June 2001, the Company invested
$250,000 in a bridge loan to S2 Technologies, which was converted into Series B
Preferred at the close of the Series B Preferred round. In October 2001, the
Company participated in S2 Technologies' second round, Series B Preferred
financing with an investment of $1,105,000, which included conversion of the
$250,000 bridge loan, and an investment of $855,000 in new funds. In March 2002
the Company invested an additional $938,000 in Series B Preferred issued by S2
Technologies.

     The Company is also providing senior management advisory services in
exchange for additional equity in S2 Technologies. S2 Technologies' focus is to
provide value-added tools that address the development, integration and
verification phases of embedded software. The goal of S2 Technologies' products
is to increase software developers' and engineers' productivity and decrease the
time it takes for their products to reach commercialization. S2 Technologies
entered into beta agreements with LSI Logic and Emerson Electric Co. and
released its first commercial product in March 2002. Given the limited capital
resources of S2 Technologies at the time the Company made its original
investment, the Company began recognizing losses based upon its pro-rata share
of the Series A Preferred financing. Concurrent with the Series B Preferred
financing, the Company began recognizing losses on its investment in S2
Technologies based upon the Company's total equity ownership percentage (35.1%)
in S2 Technologies. The Company recognized losses attributable to its ownership
of S2 Technologies of $814,000 and $257,000 for years ended February 28, 2002
and February 28, 2001, respectively, which are included in loss on investments.
At February 28, 2002, this investment value was $520,000. In March 2002, the
Company made an additional investment of $938,000 in S2 Technologies Series B
Preferred Stock and exercised portion of a warrant to acquire 466,666 shares of
S2 Technologies Common Stock resulting in a cumulative investment in S2
Technologies of 43.3%, on a fully diluted basis. The brother of the Company's
Chief Financial Officer serves as Chief Executive Officer of S2 Technologies.

     Holders of Series A Preferred Stock and B Preferred Stock have voting
rights consistent with the voting rights of common stockholders and such voting
rights are considered in the calculation of the Company's ownership in S2
Technologies.

                                      F-13
<PAGE>
Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     S2 Technologies remains in the "development stage" and expects to continue
to generate losses from operations until its products have achieved market
acceptance and recurring sales with customers. There can be no assurance that S2
Technologies will achieve these goals. S2 Technologies may require additional
funding and there can be no assurance that such funding will be available. If S2
Technologies does not achieve its goals or cannot obtain needed financing,
Oryx's investments of $1,458,000 (includes the March 2002 investment) may become
impaired.

     Summarized financial information for S2 Technologies, Inc. for the fiscal
year ended February 28, 2002 is as follows:

                                                         At February 28
                                                     2002                2001
                                                  -----------       -----------
Current assets                                    $ 1,207,000         $ 322,000
Non-current assets                                     55,000            16,000
Current liabilities                                   171,000            42,000
Non-current liabilities                                  --
Redeemable preferred stock                          2,801,000           694,000
Stockholders equity                                (1,709,000)         (399,000)


                                                    Year ended      Year ended
                                                   February 28,     February 28,
                                                       2002             2001
                                                    ----------        --------
Net Sales                                                 --              --
Gross Profit                                              --              --
Loss from continuing operations                     (1,365,000)       (538,000)
Net loss                                            (1,355,000)       (522,000)

5.   Newport Capital Consultants Transaction

     During fiscal 2002, the Company entered into a seventeen and one half month
marketing agreement with Newport Capital Consultants, a third party for investor
relations services. In July 2001, in consideration for the investor relations
services provided to the Company by Newport Capital Consultants, the Company
issued two immediately exercisable fully vested warrants to purchase 25,000
shares of common stock each at an exercise price of $6.52 and $3.26 per share,
respectively. These warrants expire five years from the date of issuance. The
Company determined the fair value of these warrants to be $110,000, which was
calculated using the Black-Scholes option pricing model on the date of grant.
The fair value of the warrants is being expensed on a straight-line basis over
the period in which the services are being performed. As of February 28, 2002,
the Company has recorded $48,000 of expense related to these services.

6. Series A 2% Mandatorily Redeemable Convertible Cumulative Preferred Stock

     The Company has authorized 3,000,000 shares of Preferred Stock with a par
value of $0.001 per share of which 45,000 of such shares are designated Series A
2% Mandatorily Redeemable Convertible Cumulative Preferred Stock (the Series A
Stock). Each share of Series A Stock may be converted, at the option of the
holder, into approximately 1.167 shares of Common Stock. The Company had
reserved 4,376 shares of Common Stock for issuance upon conversion of the Series
A Stock as of February 28, 2002. The holders of Series A Preferred Stock are
entitled to receive a cumulative dividend of $0.50 per share per annum, subject
to any restrictions imposed by the Delaware General Corporation Law. The
dividend is payable semi-annually. In the event of a liquidation and to the
extent assets are available, the holders of the Series A Stock are entitled to a
liquidation preference distribution of $25.00 per share plus accrued but unpaid
dividends. A change in the majority of the voting control of the outstanding
stock is considered a liquidation event which could cause the Series A stock to
be redeemed. The redemption value is equal to the initial fair value. Each share
of the Series A Stock is entitled to one vote per share on all matters submitted
to a vote of stockholders of the Company.


                                      F-14
<PAGE>
Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

7. Stock Plans and Warrants

   Oryx Stock Plans

     In March 1993, the Company adopted the Incentive and Nonqualified Stock
Option Plan (the "1993 Plan"). The 1993 Plan, which expires in 2003, provides
for incentive as well as nonstatutory stock options. The Board of Directors may
terminate the 1993 Plan at any time at its discretion.

     Options under the 1993 Plan are granted at prices determined by the Board
of Directors, subject to certain conditions. Generally, these conditions require
that the exercise price of options granted may not be below 110% for persons
owning more than 10% of the Company's capital stock and 100% for options issued
to other persons for incentive options, or 85% of the fair market value of the
stock at the date of grant for non statutory options. Options granted to persons
owning more than 10% of the Company's capital stock may not have a term in
excess of five years, and all other options must expire within ten years.
Options vest over a period determined by the Board of Directors, generally four
years, and are adjusted pro rata for any changes in the capitalization of the
Company, such as stock splits and stock dividends.

     In 1995 and 1996, the Company adopted the 1995 and 1996 Directors Stock
Option Plan (the "Directors' Plans"). The 1995 and 1996 Directors' Plan, which
expires in 2005 and 2006, respectively, provide for nonstatutory stock options
to be granted to nonemployee directors of the Company. The Board of Directors
may terminate the Directors' Plans at anytime at its discretion. Options under
the Directors' Plans are granted at prices determined by the Board of Directors,
subject to certain conditions more fully described in the Directors' Plans.
Generally, these conditions require that the exercise price of options granted
may not be below 110% for persons owning more than 10% of the Company's capital
stock and 100% for options issued to other persons of the fair market valve of
the stock at the date of grant. Options must expire within ten years of grant.
The 1995 and 1996 Directors' Plan provides that each nonemployee director
receive options to purchase 4,500 and 3,000 shares, respectively, of the
Company's Common Stock. Under the 1995 Director's Plan, shares vest in three
equal annual installments of 15,000 shares on the first, second and third
anniversaries of the date of the grant. Under 1996 Director's Plan, 1,000 shares
vest and are exercisable upon grant with the remainder vesting in equal annual
installments on the first and second anniversaries of the date of grant. The
Company has 22,500 shares authorized under the 1995 Directors' Plan of which
13,500 options were outstanding with an average exercise price of $16.66 per
share as of February 28, 2002. The Company has 25,000 shares authorized under
the 1996 Directors' Plan of which 15,000 options were outstanding with an
average exercise price of $18.01 per share as of February 28, 2002.

     In fiscal 1999, as part of its sale of the Power Products business, the
Company issued non-statutory options under a special Stock Option Plan to former
key employees of Oryx Power Products to purchase a total of 20,500 shares of the
Company's Common Stock at an exercise


                                      F-15
<PAGE>
Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

price of $9.5 per share and 5,000 shares at an exercise price of $2.50 per
share. As of February 28, 2002, there were no outstanding shares under this
plan.

     A summary of stock option activity under the 1993 Plan, the Directors'
Plans and other stock options granted is as follows:


                                     Shares                         Weighted-
                                    Available                         Average
                                       For                        Exercise Price
                                      Grant           Shares        Per Share

Balance at February 29, 2000          43,686         321,654         $ 15.68

Options granted                      (37,675)         37,675         $ 23.12
Options canceled and expired          27,450         (27,450)        $ 14.30
Options exercised                          -         (23,212)        $ 20.11
                                   ----------     -----------
Balance at February 28, 2001          33,461         308,667         $ 16.33

Options granted                      (36,000)         36,000         $  3.95
Options canceled and expired          22,575         (25,575)        $ 21.37
                                   ----------     -----------
Balance at February 28, 2002          20,036         319,092         $ 14.73
                                   ==========     ===========



     The following table summarizes information about employee stock options at
February 28, 2002:
<TABLE>
<CAPTION>
                                       Options Outstanding                                 Options Exercisable
                       --------------------------------------------------------- ------------------------------------------
                                         Weighted-Average
                                           Remaining             Weighted-                                  Weighted-
       Range of             Number        Contractual             Average                Number              Average
   Exercise Prices        Outstanding         Life             Exercise Price          Exercisable        Exercise Price
---------------------  ----------------- --------------- ----------------------- -------------------- ---------------------
<S>                             <C>           <C>                   <C>                <C>                   <C>
$3.95 - 3.95                     36,000       9.6                   $ 3.95                   -               $ 0.00
$6.88 - 10.00                     9,275       4.3                     8.19               8,150                 8.37
$10.67 - 15.81                  156,014       5.6                    14.00             149,585                13.99
$17.90 - 23.13                  117,803       5.3                    19.50             104,078                19.35
                       -----------------                                         --------------------
   Total                        319,092       5.9                   $14.73             261,813               $15.95
                       =================                                         ====================
</TABLE>


                                                          F-16
<PAGE>
Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     Subsidiary Stock Plan

     In November 1995, the Company's subsidiary, SurgX Corporation, adopted
stock option plans under which the Board of Directors granted options to
management to purchase Class B common shares in the subsidiary at their fair
market values as determined by the Board of Directors. Class B common shares
authorized for issuance in the subsidiary are identical to the ten million
shares of Class A common shares owned by the Company, except the Class A shares
possess a liquidation preference. The Board of Directors authorized 1.5 million
shares of Class B common shares to be available for issuance under this stock
plan. Such options are not transferable except in the event of a public offering
of the subsidiary's stock or an acquisition of the subsidiary, and may be
repurchased by the Company at its option. Grants under the plan are for amounts,
vesting periods and option terms established by the Company's Board of
Directors. The Company's ownership percentage of this subsidiary will change as
a result of future exercises of stock options and, to the extent this subsidiary
contributes profits, outstanding subsidiary stock options may dilute the
Company's share of profits in the calculation of earnings per share.

     At February 28, 2002, there were 14,000 fully vested and exercisable
options outstanding to purchase shares of SurgX Corporation class B common
stocks. These options had an average exercise price of $0.80 and an average
remaining contractual life of 3.4 years. During fiscal 2002, 290,000 options at
an average price of $0.80 expired. There was no activity under the SurgX
subsidiary stock option plan during fiscal 2001. At February 28, 2002 and
February 28, 2001 there were 1,486,000 and 1,196,000 shares available for grant.

     During fiscal 1998, the Company sold 333,000 Class A shares of SurgX
Corporation for net proceeds of $485,000. At February 28, 2002, there were
10,333,000 Class A common shares of SurgX Corporation outstanding and with the
exception of 333,000 shares of SurgX Corporation sold in fiscal 1998, all of the
subsidiary Class A shares outstanding were owned by the Company.

     Fair Value Disclosures

     Had compensation cost for all the Plans been determined based on the fair
value of each stock option on its grant date, as prescribed in SFAS 123, the
Company's net loss and net loss per share in fiscal 2002 would have been
$1,774,000 and $1.03, respectively, and in fiscal 2001 would have been
$2,281,000 and $1.40, respectively.

     The fair value of each option is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted average
assumptions used for grants during the applicable period: dividend yields of 0%
for both periods; expected volatility of 111% for fiscal 2002 and 97% for fiscal
2001; risk-free interest rate of 3.92% for fiscal 2002 and 6.33% for fiscal 2001
for options granted; and a weighted average expected option term of five years
for both periods. The weighted average fair value of options granted during
fiscal years 2002 and 2001 was $2.96 and $18.50, respectively. The weighted
average fair value of options to purchase common shares of the Company's
subsidiaries were not material during fiscal years 2002 and 2001.


                                      F-17
<PAGE>
Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     Warrants

     The following warrants at February 28, 2002, and the number of shares of
the Company's Common Stock which may be purchased at exercise, were outstanding
and exercisable at February 28, 2002:

  Original            Issuable            Warrant       Warrant      Warrant
  Warrants             Common          Commencement    Expiration   Exercise
 Outstanding           Shares              Date           Date        Price

       37,500               3,750        Oct. 1994     Oct. 2004         $2.000
      379,000              57,229        Nov. 1994     Oct. 2004         $2.000
       25,000              25,000        Jul. 2001     Jul. 2006         $3.260
       25,000              25,000        Jul. 2001     Jul. 2006         $6.520
       37,975              37,975        Oct. 2001     Oct. 2006         $5.925
--------------     ---------------
      504,475             148,954
==============     ===============

8. Income Taxes

     Deferred income taxes reflect the tax effects of temporary differences
between carrying amounts of assets and liabilities for financial reporting and
income tax purposes. The Company provides a valuation allowance for deferred tax
assets when it is more likely than not, based on currently available evidence,
that some portion or all of the deferred tax assets will not be realized.
Management believes that the available objective evidence creates sufficient
uncertainty regarding the realizability of deferred tax assets such that a full
valuation allowance is required at February 28, 2002.

     The tax effects of temporary differences and carryforwards that give rise
to significant portions of deferred tax assets and liabilities at February 28,
2002 and February 28, 2001 are as follows:

                                               February 28,     February 28,
                                                   2002             2001
                                             -----------------------------------

 Net operating loss carryforwards            $     7,172,000  $      5,704,000
 R&D credit carryforwards                            342,000           353,000
 Other                                               704,000           275,000
                                             -----------------------------------
      Net deferred tax assets                      8,218,000         6,332,000
 Valuation allowance                              (8,218,000)       (6,332,000)
                                             -----------------------------------
      Net deferred tax assets                $             -  $              -
                                             ===================================


                                      F-18
<PAGE>
Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     No provision for federal income taxes has been recorded because of losses
incurred. The provision for (benefit from) income taxes reconciles to the
amounts computed by applying the statutory federal rate to loss before income
taxes as follows:

                                                     February 28, February 28,
                                                        2002         2001
                                                    --------------------------

Statutory U.S. federal tax                          $ (500,000)  $ (724,000)
Valuation allowance with respect to federal
  deferred tax assets                                  500,000      678,000
Other                                                        0       46,000
                                                    --------------------------
      Effective tax                                 $        -   $        -
                                                    ==========================

     At February 28, 2002, the Company had federal net operating loss and
research and development credit carryforwards of approximately $17,000,000 and
$159,000, respectively. Approximately $695,000 of the Company's net operating
losses resulted from the exercise of non-qualified stock options. The benefit
derived from these net operating loss carryforwards will be recorded directly to
stockholders equity when realized rather than as a reduction of the income tax
provision. Federal net operating loss and research and development credit
carryforwards will expire on various dates from 2004 through 2021, subject to
certain limitations. In accordance with Section 382 of the Internal Revenue
Code, the amounts of and the benefits from net operating losses that can be
carried forward are limited in certain circumstances, including a cumulative
stock ownership change of more than 50% over a three-year period. The Company's
initial public offering and subsequent private placements triggered an ownership
change of greater than 50% and, accordingly, the future utilization of federal
net operating loss and research and development credit carryforwards generated
through the date of that offering may be limited.

9.   Commitments and Contingencies

     The Company leases its facilities under an operating lease agreement, which
expires in August 2003. Future minimum lease obligations of $7,000 are payable
in the year ending February 28, 2003.


     Rental expense for the years ended February 28, 2002 was $175,000 offset by
rent payments received from sublessees for $148,000. This compares to rental
expense for the year ended February 29, 2001 of $260,000, offset by rent
payments received from sublessees for $264,000.

10.  Related Parties

     During fiscal 1999, the Company made a loan to an employee for $35,000, at
a rate of 7% per annum, repayable at the earlier of July 15, 2000, or thirty
days after the debtor ceases to be a full-time employee of the Company. During
fiscal 2002, the due date of this loan was


                                      F-19
<PAGE>

Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

extended to November 15, 2002. The outstanding balance was approximately $4,000
as of February 28, 2002 and $9,000 as of February 28, 2001.

     Through Oryx Ventures, LLC, we have invested a total of $1,605,000 in
Preferred Stock of S2 Technologies, Inc. from July 2000 through February 2002.
In March 2002, the Company made an additional investment of $938,000 in
Preferred Stock of S2 Technologies and exercised portion of a warrant to acquire
466,666 share of S2 Technologies Common Stock. Mark Underseth, Chief Executive
Officer of S2 Technologies, Inc. is the brother of Mitchel Underseth, Chief
Financial Officer of Oryx. Mitchel Underseth did not participate in Oryx's due
diligence or negotiation with respect to Oryx's transaction with S2
Technologies, Inc. and abstained from voting or discussion when the Oryx's Board
of Directors considered this matter.

     In addition, Messrs. Micciche and Underseth provide certain management
services to S2 in exchange for cash and warrants to purchase common stock in S2.
S2 issued warrants to purchase 700,000 shares of common stock for $0.001 per
share, of which 437,500 are vested as of February 28, 2002. The Company has
recorded $26,000 of revenue during fiscal 2002 related to the cash portion of
the services provided, but has not recorded any amounts related to the warrants,
as the recoverability of the amount is not considered probable for revenue
recognition purpose.

11.  Segment Information

     The Company groups its business into two operating segments and a corporate
segment (as defined by SFAS No. 131 "Disclosure about Segments and Enterprise
and Related Information."): (i) SurgX, the subsidiary through which it licenses
its surge protection technology; (ii) Oryx Ventures, the entity which provides
strategic and management services and investment to technology-oriented start-up
companies; and (iii) the corporate segment which supports and provides
administrative, accounting and financial services to the operating segments, and
collects royalties from its Intragene Technology.


                                      F-20
<PAGE>

Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

                                             Year Ended         Year Ended
                                            February 28,       February 28,
                                                2002               2001
                                            --------------    ---------------

Revenues:
  Surgx                                         $ 200,000          $ 200,000
  Oryx Ventures                                   224,000            213,000
  Corporate                                       181,000            237,000
                                            --------------    ---------------
                                                $ 605,000          $ 650,000
                                            ==============    ===============

Operating loss:
  Surgx                                        $ (126,000)        $ (287,000)
  Oryx Ventures                                  (102,000)          (287,000)
  Corporate                                      (713,000)          (885,000)
                                            --------------    ---------------
                                               $ (941,000)       $(1,459,000)
                                            ==============    ===============

Depreciation and amortization expense:
  Surgx                                         $ 117,000          $ 144,000
  Corporate                                         7,000              9,000
                                            --------------    ---------------
                                                $ 124,000          $ 153,000
                                            ==============    ===============

Identifiable assets:
  Surgx                                          $ 80,000          $ 164,000
  Oryx Ventures                                   534,000            299,000
  Corporate                                     2,143,000          3,394,000
                                            --------------    ---------------
                                              $ 2,757,000        $ 3,857,000
                                            ==============    ===============

     Loss on investments, net of $814,000 for the year ended February 28, 2002
relates to the Oryx Ventures segment losses on equity investments. Loss on
investments, net of $877,000 for the year ended February 28, 2001 relates to the
Oryx Ventures segment of which $257,000 represents losses on equity investments
and $620,000 represents the loss on investments accounted for under the cost
method. Included in identifiable assets of Oryx Ventures are $520,000 and
$243,000 for fiscal 2002 and 2001, respectively, which represent the value of
investments accounted for under the equity method (see note 4).

     The Company licenses its technologies both domestically and internationally
and provides management services primarily domestically. Revenue by geographic
region is as follows:


                                      F-21
<PAGE>

Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

                                                Year Ended     Year Ended
                                                February 28,   February 28,
                                                   2002           2001

Net Revenues:
  United States                                 $ 405,000      $ 530,000
  Japan                                           200,000        120,000
                                                ----------     ----------
  Net Revenues                                  $ 605,000      $ 650,000
                                                ==========     ==========


     All sales are denominated in United States dollars. All of the Company's
assets are located within the United States.

                                      F-22