SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549



                                 FORM 10-KSB/A

                                (Amendment No.1)

(Mark One)

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

                   For the fiscal year ended December 31, 1999

                                       or

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

             For the transition period from ___________to _________


                         Commission file number 0-27179


                                BioSyntech, Inc.
                 ----------------------------------------------
                 (Name of Small Business Issuer in its Charter)

             Nevada                                       88-0329399
-------------------------------                        ----------------
(State or Other Jurisdiction of                        (I.R.S. Employer
 Incorporation or Organization)                       Identification No.)

   475 Boulevard Armand-Frappier
       Laval, Quebec, Canada                                 H7V 4B3
   -----------------------------                           ----------
       (Address of principal                               (Zip Code)
        executive office)

                                 (450) 686-2437
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)


Securities registered pursuant to Section 12(b) of the Act: None

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

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

         Check if 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 preceding
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 / /



<PAGE>



         Check if there is no  disclosure  of  delinquent  filers in response to
Item  405 of  Regulation  S-B  contained  herein,  and  no  disclosure  will  be
contained, to the best of 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. /X/

         State issuer's revenues for its most recent fiscal year: $ 0.

         Based upon the last sale price of the  issuer's  Common  Stock on March
23, 2000,  the aggregate  market value of the 19,162,036  outstanding  shares of
Common Stock held by non-affiliates of the issuer was $114,972,216.

         As of March 23, 2000,  27,272,036  shares of the issuer's Common Stock,
$.001 par value (the "Common Stock") were issued and outstanding.


                       DOCUMENTS INCORPORATED BY REFERENCE

         None


         Transitional Small Business Disclosure Format (check one):

                  / / Yes                            /X/  No


         BioSyntech,  Inc. (the  "Company")  hereby amends Items 9 through 12 of
its Form 10-KSB for the fiscal year ended  December 31, 1999,  as filed with the
Securities  and  Exchange   Commission  on  March  30,  2000,  to  disclose  the
information  originally  anticipated  to be  incorporated  by reference from the
Company's  definitive proxy statement  pursuant to Regulation 14A of the General
Rules and Regulations under the Securities Exchange Act of 1934.

                                       -2-

<PAGE>
                                    PART III


ITEM 9.           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
                  PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
                  ACT



       Name                       Age      Title
       ----                       ---      -----

Amine Selmani                     43     Chairman of the Board,
                                         President and Chief Executive Officer
Denis N. Beaudry                  56     Director
Pierre Alary                      42     Director
Jean-Yves Bourgeois               33     Director
Pierre Ranger                     45     Director
Lucie Duval                       40     Secretary and Treasurer


         Amine  Selmani - Dr.  Selmani  has  served as  Chairman  of the  Board,
President and Chief  Executive  Officer of the Company  since  February 2000 and
Chairman  of the Board,  President  and Chief  Executive  Officer of Bio Syntech
Canada and its  predecessor  corporation  since its inception in November  1997.
Prior to founding the predecessor corporation of Bio Syntech Canada in May 1995,
Dr. Selmani had eight years of teaching  experience at the Chemical  Engineering
Department  and  Biomedical  Institute  of Ecole  Polytechnique  as an Associate
Professor from 1992 to 1997 and as an Assistant Professor from 1989 to 1992. Dr.
Selmani  received  his  Bachelor  of Science  and  Master of Science  Degrees in
Physical  Chemistry  in 1979 and  1981,  respectively,  from the  University  of
Bordeaux,  France.  He also obtained his Doctoral and Post  Doctoral  Degrees in
Materials  Science  from  the  University  of  Montreal  in  1985  and  Dalhousy
University in 1988, respectively.

         Denis N. Beaudry - Mr. Beaudry has been a director of the Company since
February 2000. Mr. Beaudry has been President and general  manager of Polyvalor,
Montreal,   Quebec,   Canada,  a  limited   partnership   formed  by  the  Ecole
Polytechnique for the purpose of  commercializing  the intellectual  property of
the Ecole  Polytechnique.  His role  consists of enhancing the value of research
results for commercial use by means of start-up of high-tech  companies in which
Polyvalor  holds a  participation  or interest.  Since 1984, he has occupied the
position of director of the Centre de  Developpement  Technologique of the Ecole
Polytechnique whose sphere of activities includes technology transfer, licensing
of technology and software, joint creation with private industry of laboratories
and research centers,  strategic alliances,  research  partnerships,  industrial
chairs  and the  emergence  of high  technology  enterprises.  Mr.  Beaudry  was
President of the Quebec  Association of University  Research  Directors in 1992,
and is at  present  a  member  of the  Board  of  Directors  of the  Centre  des
Technologies  Textiles,  the College Rosemont, the Corporation de Financement de
l'Institut  de  Cardiologie  de  Montreal,  the  Centre de  Technologies  du Gaz
Naturel,  the  Corporation  Commerciale de Materiaux  Composites,  the Centre de
Developpement  Rapide de Produits et de  Procedes,  and the firms  Sinlab  Inc.,
Phytobiotech Inc., Polyplan Inc., Odotech Inc. and COESI Inc.

         Pierre  Alary,  CA - Mr. Alary has been a director of the Company since
February  2000.  Since August  1998,  Mr.  Alary has been a Vice  President  for
Finance and Information Technologies at Bombardier Transportation,  manufacturer
and distributor of rail cars. Prior to joining  Bombardier  Transportation,  Mr.
Alary has held various positions from September 1978 to August




<PAGE>

1998,  including as Senior  Partner,  at Ernst & Young LLP,  specializing in the
biotechnology industry.

         Jean-Yves  Bourgeois - Mr. Bourgeois has been a director of the Company
since  February 2000.  Since 1999, Mr.  Bourgeois has been a director and Senior
Vice President in charge of corporate finance for eastern Canada of Canaccord, a
securities broker/dealer.  Prior to joining Canaccord, Mr. Bourgeois served as a
Chief Financial Officer for Aeterna Laboratories from 1998 to 1999. From 1997 to
1998, Mr. Bourgeois had also been in charge of small capital market development,
specializing in high technology and biotechnology  industries in Quebec, Canada,
for TD Securities, a securities broker/dealer.  From 1992 to 1997, Mr. Bourgeois
held various  positions,  including  the head of  corporate  finance for eastern
Canada, at Gordon Capital, a securities  broker/dealer,  where he specialized in
high technology and biotechnology industries.

         Pierre Ranger - Mr. Ranger has been a director of the Company since
February 2000.  Since 1991, Mr. Ranger has been a teaching professor in the
orthopedic residents program at the CMDP Sacred Heart Hospital of Montreal. Mr.
Ranger received his Doctoral of Medicine Degree from the University of Montreal
in 1979 and Diploma of Sports Medicine in 1996.

         Lucie Duval - Ms.  Duval has been the  Secretary  and  Treasurer of the
Company since  February  2000 and Secretary and Treasurer of Bio Syntech  Canada
and its predecessor corporation since July 1, 1999. From 1986 to 1996, Mrs Duval
was a financial counselor for the city of Montreal, Canada.


         Mr. Beaudry is the nominee of Polyvalor  which has the right to appoint
one nominee to the Board of Directors under the Assignment Agreement.  There are
no family  relationships among directors and executive  officers.  Directors are
elected  for a term of office to expire at the annual  meeting  of  stockholders
after their election.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section  16(a) of the  Securities  Exchange  Act of 1934,  as  amended,
requires the Company's officers and directors, and persons who own more than ten
percent  of a  registered  class of the  Company's  equity  securities,  to file
reports of ownership on Form 3 and changes in ownership on Form 4 or Form 5 with
the Securities and Exchange Commission ("SEC").  Such officers and directors and
10%  stockholders  are also  required by SEC rules to furnish  the Company  with
copies of all Section 16(a) forms they file.

         Based solely on its review of the copies of such forms  received by it,
or written  representations from certain reporting persons, the Company believes
that,  during the fiscal year ended December 31, 1999, that there was compliance
with all Section 16(a) filing requirements applicable to its officers, directors
and 10% stockholders.


ITEM 10.  EXECUTIVE COMPENSATION

         No remuneration was paid during the fiscal year ended December 31, 1999
to executive  officers of the Company.  The following table sets forth,  for the
periods indicated,  all compensation  awarded to, earned by or paid to the chief
executive  officer  of  Bio  Syntech,   which  was  merged  with  the  Company's
wholly-owned  subsidiary,  Bio Syntech Canada,  effective  February 29, 2000. No
other


                                       -2-

<PAGE>

executive  officers of Bio Syntech received annual  compensation in excess of US
$100,000 during the periods indicated.


Summary Compensation Table


                                                                    Long-Term
                                                                  Compensation:
                                             Annual Compensation      Award
                                             -------------------      -----

  Name and Position         Year(1)       Salary       Bonus(2)    # of Options
  -----------------         -------       ------       --------    ------------

          Amine Selmani       1999      CDN$120,000       $0        312,500(3)
          President and                (US $82,787)
         Chief Executive
             Officer          1998      CDN$120,000       $0            -
                                       (US $82,787)

                              1997          $0            $0            -

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

(1)      Bio Syntech commenced operations in November 1997.

(2)      Certain of the  executive  officers  of the Company  routinely  receive
other  benefits  from the  Company,  the amounts of which are  customary  in the
Company's industry.  The Company has concluded,  after reasonable inquiry,  that
the aggregate  amounts of such benefits during each of the periods  reflected in
the table above did not exceed the lesser of US$50,000  (CDN  $72,475) or 10% of
the compensation set forth above for any named individual in respect of any such
period.

(3)      Represents  options  awarded under the Bio Syntech  Canada stock option
plan, as described below.

Stock Options

         The Company has  created a stock  option plan (the  "Plan") for its key
employees,  its  directors  and  officers and certain  consultants.  The Plan is
administered  by the Board of Directors of the Company (the "Board").  The Board
may from time to time designate  individuals to whom options to purchase  shares
of common  stock of the  capital  stock of the  Company  may be granted  and the
number of shares to be optioned to each. The total number of common shares to be
optioned  to any one  individual  shall not exceed 5% of the total of the issued
and  outstanding  shares.  The execution  price per share of Common Stock of the
options  shall be fixed by the Board when such  options  are granted and may not
involve a discount to the market price of the shares of Common Stock at the time
of grant.  The period during which an option is exercisable  shall not exceed 10
years from the date the option is  granted.  The  options may not be assigned or
transferred  and expire within a fixed period from the termination of employment
or death of the  beneficiary.  In the  event of  certain  basic  changes  in the
Company, including a reorganization,  merger or consolidation of the Company, or
the purchase of shares  pursuant to a tender offer for shares of Common Stock of
the Company, each option may become fully and immediately  exercisable,  subject
to the  discretion of the Board.  No options have been granted under the Plan as
of the date hereof.

         Prior to the  Transactions,  Bio  Syntech  Canada  had  created a stock
option plan (the  "BSCPlan") for its key employees,  its directors and officers.
Options


                                       -3-

<PAGE>

enabling  their  beneficiaries  to acquire a total of  1,500,000  Class A Shares
exchangeable  for shares of the Company's Common Stock have been granted and are
outstanding under the BSCPlan.  The BSCPlan has been discontinued as a result of
the  Transactions  and  consequently,  no new options will be granted  under the
BSCPlan.  Options  granted under the BSCPlan may not be assigned or  transferred
and expire within a fixed period from the  termination of employment or death of
the beneficiary. In the event of certain basic changes in the Company, including
a  reorganization,  merger or consolidation  of the Company,  or the purchase of
shares  pursuant to a tender  offer for shares of Common  Stock of the  Company,
each  option  may  become  fully and  immediately  exercisable,  subject  to the
discretion of the Board.

         The following  table sets forth  certain  information  regarding  stock
options  granted  under the  BSCPlan to the  executives  of the  Company and its
subsidiaries  named in the Summary  Compensation  Table  above.  The Company has
never granted any stock appreciation rights.


Option Grants under the BSCPlan


                  Number of      % of Total
                  Securities      Options
                  Underlying     Granted to     Exercise of
                    Option      Employees in     Base Price     Expiration
     Name        Granted (#)    Fiscal Year      ($/share)         Date
 -----------     -----------    -----------      ---------         ----

 Amine Selmani   312,500           20.8%           $0.75         12/01/01


Aggregated Option Exercises and Option Values

         No options had been exercised under the BSCPlan as of December 31, 1999
and these  options  had no  ascertainable  value as of that date  given that the
Transactions  were not  effective  and that Bio  Syntech  Canada  was a  private
company.

Other Compensation Plans

         The company  has no pension  plan or other  compensation  plans for its
executive officers or directors.


Compensation of Directors

         No fees or other  remuneration  were paid to  directors  of the Company
during  the  fiscal  year  ended  December  31,  1999,  with  the  exception  of
reimbursement  of expenses.  The Board will  determine the  remuneration  of the
directors and officers of the Company during the current and  subsequent  fiscal
years.


Employment Agreements

         The Company  presently does not have any employment  agreement with any
of its executive officers.




                                       -4-

<PAGE>



ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table  contains  information  as of  February  29, 2000
regarding  the  beneficial  ownership of shares of Common Stock by the Company's
current  directors and executive  officers and those persons or entities who, to
the Company's knowledge, beneficially own more than 5% of the Common Stock:



                                       Shares of Common   Percentage of Common
  Name and Address of                 Stock Beneficially   Stock Beneficially
   Beneficial Owner                     Owned (1)(2)            Owned (3)
  ------------------                   --------------          ----------

9083-1496 Quebec Inc. (4)                7,640,000                28.0%
475 Boulevard Armand-Frappier
Laval, Quebec, Canada H7V 4B3

Amine Selmani (4)                        7,952,500(5)             28.8%
475 Boulevard Armand-Frappier
Laval, Quebec, Canada H7V 4B3

Denis N. Beaudry (6)                             0(6)              --
3744 Jean-Brillant, Suite 6332
Montreal, Quebec, Canada H3B 1P1

Pierre Alary                                     0                 --
1101 Parent Street
Saint-Bruno, Quebec, Canada J3V 6E6

Jean-Yves Bourgeois                              0                 --
119 du Bearn Avenue
Saint-Lambert, Quebec, Canada
J4S 1K6

Pierre Ranger (7)                          100,000                 0.4%
1800, Boulevard Le Corbusier,
bur.113
Laval, Quebec, Canada H7S 2K1

Lucie Duval (8)                             30,000                 --
1111 Arthur Lismer
Montreal, Quebec, Canada H4N 3J3

All Officers and Directors               8,082,500                29.1%
as a group (6 persons)

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

(1)      Includes  rights to acquire shares of Common Stock through the exchange
         of Class A Shares. See "Item 1. Description of  Business/History of the
         Company" for  information  in respect of the exchange of Class A Shares
         for shares of Common Stock.

(2)      A person is deemed to be the beneficial owner of voting securities that
         can be acquired by such person  within 60 days after  February 29, 2000
         upon the exercise or  conversion  of options,  warrants or  convertible
         securities.  Each beneficial owner's percentage ownership is determined
         by assuming that options,  warrants and convertible securities that are
         held by such person  (but not those held by any other  person) and that
         are


                                       -5-

<PAGE>



         exercisable or convertible  within 60 days after February 29, 2000 have
         been exercised or converted.

(3)      Based upon 27,272,036 outstanding shares of Common Stock.

(4)      Dr.  Selmani does not own directly any Class A Shares or Common  Stock.
         However,  by virtue of his  ownership  of 9083-1496  Quebec  Inc.,  Dr.
         Selmani has shared  voting and  dispositive  power with  respect to the
         7,640,000  Class A Shares  owned by 9083-1496  Quebec Inc. Dr.  Selmani
         also may be deemed the  beneficial  owner of  312,500  shares of Common
         Stock that would be held by him upon exchange of 312,500 Class A Shares
         issuable upon exercise of options granted to him under the BSCPlan.

(5)      Does not  include an  aggregate  of  1,085,000  shares of Common  Stock
         beneficially  owned by Monique Jarry,  the spouse of Dr.  Selmani.  Dr.
         Selmani disclaims beneficial ownership of such shares.

(6)      Denis N. Beaudry is the  representative  of Polyvalor on the  Company's
         Board. Does not include 1,072,000 Class A Shares  beneficially owned by
         Polyvalor which are  exchangeable on a one-for-one  basis for shares of
         Common  Stock.  See "Item 1.  Description  of  Business/Agreement  with
         Polyvalor." Mr. Beaudry disclaims beneficial ownership of such shares.

(7)      Represents  100,000  shares of Common Stock that would be  beneficially
         owned by Mr. Ranger upon  exchange of 100,000  Class A Shares  issuable
         upon exercise of an option granted to him under the BSCPlan.

(8)      Represents  30,000  shares of Common  Stock that would be  beneficially
         owned by Ms. Duval upon exchange of 30,000 Class A Shares issuable upon
         exercise of an option granted to her under the BSCPlan.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                  The  information   set  forth  in  "Item  1.   Description  of
Business/History   of  the  Company"  and   "--Agreement   with   Polyvalor"  is
incorporated herein by reference.



           [The remainder of this page was intentionally left blank.]


                                       -6-

<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                     BIOSYNTECH,  INC.



April 28, 2000                       By:      /s/ Amine Selmani
                                              ---------------------------
                                              Amine Selmani,
                                              President


                                POWER OF ATTORNEY

         BioSyntech,  Inc.  and each of the  undersigned  do hereby  appoint Dr.
Amine  Selmani,  its or his true and  lawful  attorney  to  execute on behalf of
BioSyntech, Inc. and the undersigned any and all amendments to the Annual Report
on Form  10- KSB and to file  the  same  with all  exhibits  thereto  and  other
documents in connection therewith, with the Securities and Exchange Commission.

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  Amendment has been signed below by the following  persons on behalf of the
Company and in the capacities and on the dates indicated.


         Signature                        Title                       Date
         ---------                        -----                       ----


/s/ Amine Selmani                President;                      April 28, 2000
----------------------------
    Amine Selmani                Chief Executive Officer;
                                 Chief Financial Officer;
                                 Chief Accounting Officer

/s/ Denis N. Beaudry             Director                        April 30, 2000
----------------------------
    Denis N. Beaudry


/s/ Pierre Alary                 Director                        April 28, 2000
----------------------------
    Pierre Alary


                                 Director                        April   , 2000
----------------------------
    Jean-Yves Bourgeois


                                 Director                        April   , 2000
    Pierre Ranger



                                       -7-