UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB
(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
-------------------------------                              -------------------
(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>

                                     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,


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<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.


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<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


                                       9
<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.


                                       11
<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

     We recognize  revenue on royalty fees as the respective  royalties are paid
and on services as the service is  performed.  If our business  conditions  were
different,  or if we used different  assumptions in the  application of this and
other accounting policies,  it is likely that materially different amounts would
be reported in our financial statements.

     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.

     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*
10.68                      Amended and Restated Operating Agreement for Oryx Ventures, LLC dated as of February 28, 2002*
21                         Subsidiaries of the Registrant (5)
23.1                       Consent of Independent Accountants*
</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.


                                       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 29th day of May 2002.

                                  ORYX TECHNOLOGY CORP.


                                  By:      /s/ Philip J. Micciche
                                           ----------------------
                                           Philip J. Micciche,
                                           President and Chief
                                           Executive Officer

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


                                       54
<PAGE>

Signature                     Title                                Date
/s/ Philip J. Micciche        President, Chief                     May 29, 2002
----------------------        Executive Officer
Philip J. Micciche            and Director
                              (Principal Executive
                              Officer)


/s/ Andrew Intrater           Secretary, Treasurer                 May 29, 2002
-------------------           and Director
Andrew Intrater


/s/ Mitchel Underseth         Chief Financial                      May 29, 2002
---------------------         Officer and Director
Mitchel Underseth             (Principal Financial
                              Officer and Principal
                              Accounting Officer)


/s/ John H. Abeles            Director                             May 29, 2002
------------------
John H. Abeles


/s/ Jay M. Haft               Director                             May 29, 2002
---------------
Jay M. Haft


/s/ Thomas Guzek              Director                             May 29, 2002
----------------
Thomas Guzek


/s/ Richard Hubbard           Director                             May 29, 2002
-------------------
Richard Hubbard


/s/ Doug McBurnie             Director                             May 29, 2002
-----------------
Doug McBurnie


                                       55
<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

     Royalty and  management  services  revenues  are  recognized  when they are
earned,  contractually  payable and  collectability  is probable.  Other revenue
represents royalty revenue.

     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.

     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.


                                      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.  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