SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                          -----------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                BIOSYNTECH, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                     Nevada
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   88-0329399
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

          475 Boulevard Armand-Frappier, Laval, Quebec, Canada H7V 4B3
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                  BioSyntech, Inc. Stock Option Incentive Plan
               Bio Syntech Canada Inc. Stock Option Incentive Plan
--------------------------------------------------------------------------------
                            (Full Title of the Plans)

                            Mr. David J. Adler, Esq.
                 Olshan Grundman Frome Rosenzweig & Wolosky LLP
                           505 Park Avenue, 16th Floor
                            New York, New York 10022
--------------------------------------------------------------------------------
                     (Name and Address of Agent for Service)

                                 (212) 753-7200
--------------------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                                                         Proposed           Proposed
                  Title of                                                Maximum           Maximum
                 Securities                             Amount           Offering          Aggregate            Amount of
                   to be                                 to be           Price per          Offering           Registration
                 Registered                          Registered(1)         Share             Price                 Fee
                 ----------                          -------------         -----             -----                 ---
<S>                                                    <C>                 <C>             <C>                    <C>
Common Stock, $.001 par value per share,
issuable under the BioSyntech, Inc. Stock
Option Incentive Plan                                  2,500,000           $1.47           $3,559,470             $939.70
                                                        shares              (2)
Common Stock, $.001 par value per share,
issuable upon the exchange of non-voting
exchangeable preferred stock issuable under
to the Bio Syntech Canada Inc. Stock Option
Incentive Plan
                                                       1,499,500         CDN$1.04          $1,001,593            $264.42
                                                        shares              (3)               (3)
                                                       ---------                                                ---------
Total                                                  3,999,500                                                $1,204.12
</TABLE>


<PAGE>

1.          Pursuant to Rule 416  promulgated  under the Securities Act of 1933,
            as amended (the "Securities Act"), this Registration  Statement also
            registers  such number of additional  shares of common stock,  $.001
            par value per share  (the  "Common  Stock")  that may be  offered or
            issued pursuant to the BioSyntech,  Inc. Stock Option Incentive Plan
            (the "BSI  Plan") and the Bio  Syntech  Canada,  Inc.  Stock  Option
            Incentive  Plan (the "BSC Plan" and together with the BSI Plan,  the
            "BioSyntech Plans") to prevent dilution resulting from stock splits,
            stock dividends or similar transactions.

2.          Includes an aggregate of 600,000 shares of Common Stock with respect
            to which  options  were  granted  under  the BSI Plan at an  average
            exercise price of $3.66 per share. An additional 1,900,000 shares of
            Common  Stock may be offered  under the BSI Plan.  Pursuant to Rules
            457(g) and (h) under the Securities  Act, the offering price for the
            shares of  Common  Stock  which may be issued  under the BSI Plan is
            estimated solely for the purpose of determining the registration fee
            and is based  on  $0.7188,  the per  share  average  of high and low
            closing  bid and ask prices of the Common  Stock as  reported by the
            OTC Bulletin Board for March 26, 2000.

3.          Consists of  aggregate  of  1,499,500  shares with  respect to which
            options were granted under the BSC Plan at an average exercise price
            of CDN $1.04 per share.  The foreign currency rate of March 26, 2001
            of  CDN  $1.5570  to  US $1  was  used  to  compute  the  applicable
            registration fee.


                                      -ii-

<PAGE>

                                EXPLANATORY NOTE

            BioSyntech,  Inc. (the  "Company")  has prepared  this  registration
statement in accordance  with the  requirements  of Form S-8 (the  "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
to register  shares of our common stock,  $.001 par value per share (the "Common
Stock"),  issuable pursuant to the BioSyntech,  Inc. Stock Option Incentive Plan
(the "BSI  Plan") and  issuable  upon the  exchange of  non-voting  exchangeable
preferred  stock  issuable  under  the Bio  Syntech  Canada  Inc.  Stock  Option
Incentive Plan (the "BSC Plan" and together with the BSI Plan,  the  "BioSyntech
Plans").

            This Form S-8 includes a reoffer  prospectus  prepared in accordance
with Part I of Form S-3 under the Securities Act. The reoffer  prospectus may be
utilized for reofferings and resales of shares of Common Stock acquired pursuant
to the BioSytench Plans by selling  stockholders who may be deemed  "affiliates"
(as such term is defined in Rule 405 under the Securities Act) of the Company.



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

            The  Company  will  provide  documents  containing  the  information
specified in Part I of this Form S-8 to employees as specified by Rule 428(b)(1)
of the Securities Act.  Pursuant to the instructions to Form S-8, the Company is
not  required  to file  these  documents  either  as  part of this  Registration
Statement or as prospectuses or prospectus  supplements  pursuant to Rule 424 of
the Securities Act.



                                     -iii-
<PAGE>

                                   PROSPECTUS


                                BIOSYNTECH, INC.

                                3,999,500 Shares

                         Common Stock ($.001 par value)

            This prospectus relates to the reoffer and resale by certain selling
stockholders  of  shares  of our  common  stock  that  we may be to the  selling
stockholders  upon the exercise of stock options  granted under our stock option
plan or upon the exchange of shares of non-voting  exchangeable  preferred stock
of our  subsidiary,  Bio Syntech Canada Inc.,  issuable under their stock option
plan. This prospectus also relates to certain  underlying  options that have not
as of this date been  granted.  If and when such  options are granted to persons
required to use the prospectus to reoffer and resell the shares  underlying such
options,  we will  distribute  a  prospectus  supplement.  The  shares are being
reoffered and resold for the account of the selling stockholders and we will not
receive any of the proceeds from the resale of the shares.

            The selling  stockholders  have  advised us that the resale of their
shares may be effected from time to time in one or more  transactions on the OTC
Bulletin  Board,  in  negotiated  transactions  or  otherwise,  at market prices
prevailing at the time of the sale or at prices otherwise negotiated.  See "Plan
of  Distribution."  We will bear all expenses in connection with the preparation
of this prospectus.

            Our common stock is listed on the OTC Bulletin  Board.  On March 26,
2001,  the closing price per share for our common stock,  as reported by the OTC
Bulletin Board, was $0.7188.



     This investment involves risk. See "Risk Factors" beginning at page 5.


            NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE
SECURITIES  COMMISSION  HAS  DETERMINED  WHETHER THIS  PROSPECTUS IS TRUTHFUL OR
COMPLETE.  THEY  HAVE NOT MADE,  NOR WILL THEY  MAKE,  ANY  DETERMINATION  AS TO
WHETHER ANYONE SHOULD BUY THESE SECURITIES.  ANY  REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

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

                  The date of this Prospectus is April 3, 2001.

                                       1

<PAGE>



                                TABLE OF CONTENTS



INCORPORATION BY REFERENCE.....................................................3

ABOUT THIS PROSPECTUS..........................................................3

WHERE YOU CAN FIND MORE INFORMATION............................................4

RISK FACTORS...................................................................5

THE COMPANY....................................................................9

USE OF PROCEEDS...............................................................10

SELLING STOCKHOLDERS..........................................................10

PLAN OF DISTRIBUTION..........................................................11

EXPERTS.......................................................................12

LEGAL MATTERS.................................................................12

ADDITIONAL INFORMATION........................................................12


                                       2

<PAGE>


                           INCORPORATION BY REFERENCE

            The SEC allows us to  "incorporate  by reference" the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information we incorporate by reference is
considered to be a part of this  prospectus and  information  that we file later
with  the SEC  will  automatically  update  and  replace  this  information.  We
incorporate  by reference the documents  listed below and any future  filings we
make with the SEC under Sections 13(a) and 15(d) of the Securities Exchange Act:

            1.   Our annual report for fiscal year ended March 31, 2000, on Form
                 10-KSB.

            2.   Our  quarterly  reports  for  quarters  ended  June  30,  2000,
                 September 30, 2000 and December 31, 2000, on Form 10-QSB.

            3.   Our registration statement amendment no. 2 on Form SB-2/A filed
                 with Securities and Exchange Commission on March 22, 2001 under
                 registration no. 333-45756;

            4.   Our  current  report  on Form 8-K dated  March 15,  2000 and an
                 amendment  to the  current  report on Form 8-K/A  dated May 15,
                 2000.

            5.   Our current report on Form 8-K dated January 30, 2001.

            6.   A  description  of  our  common  stock,  in  our   registration
                 statement on Form 10-SB filed August 30, 1999.

            You may request a copy of these  filings,  excluding the exhibits to
such filings which we have not  specifically  incorporated  by reference in such
filings,  at no cost,  by writing or calling  us at the  following  address  and
telephone number:

                        BioSyntech, Inc.
                        475 Boulevard Armand-Frappier
                        Montreal (Laval) Quebec
                        Canada H7V 4B3
                        Attention: Mr. Anthony Casola
                        Telephone Number: (450) 686-2437



                              ABOUT THIS PROSPECTUS

            This  prospectus is part of a  registration  statement we filed with
the SEC. You should rely only on the  information  provided or  incorporated  by
reference in this prospectus or any related  supplement.  We have not authorized
anyone else to provide you with different information.  The selling stockholders
will not make an offer of these  shares  in any  state  where  the  offer in not
permitted.  You should not assume that the information in this prospectus or any
supplement  is accurate  as of another  date than the date on the front of those
documents.

                                       3

<PAGE>
                       WHERE YOU CAN FIND MORE INFORMATION

            We file annual,  quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission.  You may read and
copy  any  document  we file at the  SEC's  public  reference  room  located  at
Judiciary Plaza, 450 Fifth Street, N.W., Washington,  D.C. 20549. You may obtain
further information on the operation of the public reference room by calling the
SEC at 1-800-SEC-0330. Our SEC filings are also available to the public over the
Internet  at the  SEC's  web site at  http://www.sec.gov.  You may also  request
copies of such documents,  upon payment of a duplicating  fee, by writing to the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549.



                                       4

<PAGE>

                                  RISK FACTORS

            An investment in our common stock involves a high degree of risk. In
addition  to the other  information  contained  in this  prospectus,  you should
carefully  consider the following  risk factors  before  investing in our common
stock.

            Since our inception,  we have incurred  losses and we expect that we
            will incur more losses for the foreseeable future. We also may never
            become profitable.

            We have had net  operating  losses since being founded and currently
have an accumulated  deficit.  These losses consist of research and  development
costs and general and  administrative  expenses.  We expect to have  substantial
additional  expenses over the next several years as our research and development
activities  and the  process of seeking  regulatory  approval  of our  products,
including  clinical  trials,  accelerate.  Because  we do  not  expect  to  have
significant  revenues from the sale of products for several  years,  if ever, we
expect that those expenses will result in additional losses.

            Our future profitability depends, in part, on:

            o      Obtaining regulatory approval for our products;

            o      Entering  into   agreements  to  develop  and   commercialize
                   products;

            o      Developing the capacity to manufacture and market products or
                   entering into agreements with others to do so;

            o      Market acceptance of our products;

            o      The   ability   to  obtain   additional   funding   from  our
                   collaborative partners; and

            o      The   ability  to   achieve   certain   product   development
                   milestones.

            We may not  achieve  any or all of these  goals  and are  unable  to
predict whether we will ever achieve significant revenues or profits. Even if we
receive regulatory approval for one or more of our products,  we may not achieve
significant commercial success.

            We may need  additional  financing to continue our operations  after
            April  1,  2002  and  will  need  substantial  funds  before  we are
            profitable.

            Based on our current  operating  plan,  we estimate that the cash on
hand and anticipated receipts will fund our operations only until April 1, 2002.
Accordingly,  in order to continue  operating  after April 1, 2002,  we may need
additional  financing.  If we do  not  receive  additional  financing,  we  will
reassess our operating plan to reduce  expenses.  In addition,  we need to raise
substantial amounts of money if we are ever to become profitable.  If sufficient
financing is unavailable on a timely basis,  we may have to curtail  development
programs  or transfer  rights in products  that could later prove to be of great
value. The financing we require and when we will spend it, will depend, in part,
on:

            o      How our research and development programs, including clinical
                   trials, progress;

            o      How much time and  expense  will be  required  to receive FDA
                   approval for our product candidates;

            o      The cost of building, operating and maintaining manufacturing
                   facilities;

            o      How many product candidates we pursue;

                                       5

<PAGE>

            o      How much  time and  money we need to  prosecute  and  enforce
                   patent rights;

            o      How competing  technological and market  developments  affect
                   our product candidates; and

            o      The cost of  obtaining  licenses to use  technology  owned by
                   others.

            We will seek funds by issuing equity and debt securities and through
arrangements with our collaborative  partners. We currently have no commitments,
agreements  or  understandings  regarding  additional  financing  or any current
funding arrangement with any of our collaborative  partners and we may be unable
to obtain additional  financing or enter into a funding  arrangement with any of
our collaborative  partners on satisfactory terms, or at all. In addition, if we
issue equity securities,  our present  stockholders will suffer dilution.  If we
issue debt securities,  we will face the risks  associated with debt,  including
rises in interest rates and  insufficient  cash flow to pay the principal of and
interest on our debt securities.

            There are factors  beyond our control  that may prevent our delivery
            technologies  from producing  safe,  useful or  commercially  viable
            products. Accordingly, we may never become profitable.

            To be  profitable,  we must  develop,  manufacture  and  market  our
products,  either alone or by collaborating with others. This process could take
several years and we may never be successful in bringing our product  candidates
to the market.  Additionally,  our success in  pre-clinical  and early  clinical
trials  does not ensure  that large scale  clinical  trials will be  successful.
Clinical results are frequently susceptible to varying  interpretations that may
delay,  limit or prevent further clinical  development or regulatory  approvals.
Our products may:

            o      Be shown to be ineffective or to cause harmful side effects;

            o      Fail to receive  regulatory  approval on a timely basis or at
                   all;

            o      Be hard to manufacture on a large scale;

            o      Be uneconomical;

            o      Not be pursued by our collaborative partners;

            o      Not be prescribed by doctors or accepted by patients; or

            o      Infringe on proprietary rights of another party.

            If  the  Food  and  Drug   Administration   does  not   approve   or
            significantly  delays  the  approval  of  our  therapeutic  delivery
            products, we may be unable to continue operations.

            FDA approval is required to  manufacture  and market  pharmaceutical
products in the United States. The process to receive this approval is extensive
and includes  pre-clinical testing and clinical trials to demonstrate safety and
efficacy,  and a review of the  manufacturing  process to ensure compliance with
good  manufacturing  practices.  This  process  can last many  years and be very
costly and still be  unsuccessful.  The  length of time  necessary  to  complete
clinical  trials and  receive  approval  for  product  marketing  by  regulatory
authorities  varies  significantly by product and indication and is difficult to
predict.  If the Food and Drug  Administration does not approve or significantly
delays the approval of our therapeutic  delivery  products,  we may be unable to
continue  operations.  FDA approval  can be delayed,  limited or denied for many
reasons, including:

            o      A product candidate may not be safe or effective;

            o      Data from  pre-clinical  testing and  clinical  trials can be
                   interpreted  by FDA  officials  in  different  ways  than  we
                   interpret it;

                                       6

<PAGE>

            o      The FDA might not  approve  our  manufacturing  processes  or
                   facilities;

            o      The FDA  may  change  its  approval  policies  or  adopt  new
                   regulations; and

            o      A product  candidate  may not be approved for all the uses we
                   requested.

            Countries  other  than the United  States,  including  Canada,  have
similar  requirements.  The process of getting approvals in foreign countries is
subject to delay and failure for the same reasons.

            If our present and future  arrangements  with our  collaborators and
            licensees are unsuccessful,  we may be unable to continue operations
            due to substantial additional operating costs.

            We are designing  delivery systems for medications and drug products
that are protected by our licensees' or collaborators'  patents.  In some cases,
we depend on these parties to conduct  pre-clinical  testing and clinical trials
and in the  future,  we may seek to have  these  parties  fund  our  development
programs.  Our agreements  with our  collaborators  currently do not provide for
financing.   If  we  are  unable  to  reach  satisfactory  agreements  with  our
collaborators or with third parties, we would incur substantial additional costs
and would experience  substantial delay in commercializing most of our products.
Some of our  collaborators  can terminate their agreements with us for no reason
and on limited  notice.  We are unsure whether any of these  relationships  will
continue.

            Our  present  plans  call  for us to  develop  the  capabilities  to
manufacture  our own  products in  commercial  quantities.  We may rely upon our
collaborators and or licensees for the marketing and sales of our products.

            We have limited means of enforcing our  collaborators' or licensees'
performance  or of controlling  the resources they devote to our programs.  If a
collaborator fails to perform,  the research,  development or  commercialization
program on which it is working will be delayed.  If this happens, we may have to
stop the program entirely.

            Disputes may arise between us and a collaborator and may involve the
issue  of  which  of  us  owns  the  technology  that  is  developed   during  a
collaboration.  A  potential  dispute  could  delay  the  program  or  result in
expensive arbitration or litigation,  which we might not win. A collaborator may
choose to use its own or other  technology  to deliver its drug or cell product.
Our  collaborators  could  merge  with or be  acquired  by  another  company  or
financial or operational difficulties that could adversely affect our programs.

            Proprietary  protection  for our products is uncertain  and we could
            become  involved in costly  litigation and be prevented from selling
            our products.

            The following factors are important to our success:

            o      Receiving  patent  protection for our product  candidates and
                   those of our collaborators;

            o      Maintaining our trade secrets;

            o      Not infringing on the proprietary rights of others; and

            o      Preventing others from infringing our proprietary rights.

            We can protect our proprietary rights from unauthorized use by third
parties only if these rights are covered by valid and enforceable patents or are
effectively maintained as trade secrets.  Otherwise, we could become involved in
costly litigation and be prevented from selling our products.

            We try to protect our proprietary  position by filing United States,
Canadian, and foreign patent applications related to our proprietary technology,
inventions  and  improvements  that  are  important  to the  development  of our
business.  The patent position of  biopharmaceutical  companies involves complex
legal and factual questions.

                                       7

<PAGE>

Enforceability  of patents  cannot be  projected  with  certainty.  Patents,  if
issued, may be challenged,  invalidated or circumvented. Any patents that we own
or license  from  others may  provide no  protection  against  competitors.  Our
pending patent  applications,  those we may file in the future,  or those we may
license from third parties,  may not result in patents being issued.  If patents
do issue,  they may not provide us with  proprietary  protection or  competitive
advantages  against  competitors  with  similar  technology.  Also,  others  may
independently  develop similar  technologies or duplicate any technology that we
have  developed.  The laws of certain  foreign  countries  may not  protect  our
intellectual  property  rights  to the same  extent  as the  laws of the  United
States.

            We also rely on trade secrets, know-how and technology, which we try
to protect by entering into  confidentiality  agreements  with parties that have
access to it,  including our corporate  partners,  collaborators,  employees and
consultants.  Any of these  parties may breach the  agreement  and  disclose our
confidential  information or our  competitors  might learn of the information in
some other way.

            Foreign exchange  fluctuations of the Canadian Dollar may affect our
            financial  performance,  because it is not  cost-effective for us to
            enter into forward contracts or currency options.

            We expect a substantial portion of our revenues to be based on sales
and services rendered to come from the United States, while a significant amount
of our operating expenses will be incurred in Canada. As a result, our financial
performance  will be affected by  fluctuations in the value of the United States
dollar to the Canadian dollar. At the present time, we have no plan or policy to
utilize  forward  contracts or currency  options to minimize this exposure,  and
even if these measures are implemented, we are unsure whether these arrangements
will be available,  be cost effective or be able to fully offset future currency
risks.

            Our common  stock  currently  is and may  continue  to be subject to
            additional regulations applicable to lower priced securities,  which
            makes it cumbersome for broker-dealers to sell our securities.

            Our common stock may be subject to a number of regulations  that can
affect its price and your ability to sell it. For example,  Rule 15g-9 under the
Exchange Act may apply to our common  stock.  This rule imposes  sales  practice
requirements on broker-dealers  that sell low priced securities to persons other
than  established  customers  and  institutional   accredited   investors.   For
transactions  covered  by  this  rule,  a  broker-dealer  must  make  a  special
suitability  determination  for the purchaser and have received the  purchaser's
written consent to the transaction.

            In  addition,  under United  States  securities  regulations,  penny
stocks generally are equity securities with a price of less than $5.00 per share
other than securities  registered on certain  national  securities  exchanges or
quoted on the Nasdaq Stock Market. For any transaction  involving a penny stock,
unless  exempt,  the  penny  stock  rules  require  the  delivery,  prior to the
transaction,  of a disclosure schedule prescribed by the Securities and Exchange
Commission  relating  to the penny stock  market.  The  broker-dealer  must also
disclose the commissions  payable to both the  broker-dealer  and the registered
representative  and current  quotations  for the  securities.  Finally,  monthly
statements  must be sent  disclosing  recent  price  information  on the limited
market in penny  stocks.  Consequently,  the penny stock rules may  restrict the
ability of  broker-dealers  to sell our common stock. The penny stock rules will
not apply if the market  price of our common  stock is $5.00 or  greater.  These
requirements  may reduce the level of trading  activity in any secondary  market
for our common stock and may adversely affect the ability of  broker-dealers  to
sell our securities.

            We may not accurately  predict  business  trends which  consequently
            makes our forward looking statements incorrect.

            This  prospectus  includes  forward-looking  statements  within  the
meaning of Section  27A of the  Securities  Act of 1933 and  Section  21E of the
Securities Exchange Act of 1934. The words "believe", "anticipate",  "estimate",
"expect" or words of similar import identify these  forward-looking  statements.
These  forward-looking  statements are contained  principally under the headings
"Summary",  "Risk Factors",  "Management's  Discussion and Analysis to Financial
Condition  and Results of  Operations"  and  "Business".  Although we have based
these forward-looking statements on management's analysis of the business trends
in the biotechnology industry,  these forward-looking  statements are subject to
risks and  uncertainties.  Our actual  results  may differ  materially  from the

                                       8

<PAGE>

expectations  expressed by these forward-looking  statements.  Important factors
that may  cause  actual  results  to  differ  materially  from the  expectations
reflected in the forward-looking  statements include,  but not limited to, those
set forth below:

          o general economic, business and market conditions;

          o customer acceptance of new products; and

          o the occurrence or nonoccurrence of circumstances beyond our control.


            All   subsequent   written  and  oral   forward-looking   statements
attributable  to us are expressly  qualified in their entirety by the cautionary
statements.   We  caution   readers  not  to  place  undue   reliance  on  these
forward-looking statements,  which speak only as of their dates. We undertake no
obligations to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.


                                   THE COMPANY

            We  are an  advanced  biomaterials  company  specialized  in  tissue
engineering  and therapeutic  delivery.  Our main focus is the repair of damaged
tissue in the human  body like bone or  cartilage.  We are also  engaged  in the
development of advanced  injectable  biomaterials  for the delivery of cells and
genetic material and biotherapeutic agents. We have had limited revenues to date
and they have come entirely from sales in the our instrumentation  division. Our
future  operations are dependent  upon our receiving the financing  necessary to
complete  research  and  development  projects and market our  products.  We are
unsure  whether  we can  complete  the  development  of our  products,  or if we
complete  them whether we can  successfully  market them or generate  sufficient
revenues to fund our future operations or additional  research,  development and
marketing.  In addition,  major  technological  changes can occur quickly in the
biotechnological and pharmaceutical  industries.  The development by competitors
of technologically improved or different products may make our products obsolete
or noncompetitive.

            Our research and  development  efforts are focused on maximizing the
multiple benefits of our core technologies, which include:

            o     tissue engineering;

            o     the therapeutic delivery of cells;

            o     genetic material for site specific gene therapy; and

            o     the delivery of biotherapeutic agents.

            Our  technologies  apply  to  diverse  specialties,   which  include
orthopedics  and  rheumatology.  Orthopedic and  rheumatology  problems  include
cartilage injuries and diseases as well as bone injuries and diseases, vaccines,
and the delivery of biotherapeutic agents.

            We also have an  instrumentation  division wherein we are developing
the ARTHRO-BSTTM and the Mach-1TM Mechanical Tester.  ARTHRO-BST(TM) is a device
used for visual  examination  of the interior of the articular  cartilage with a
special  surgical   instrument   which  provides  precise  and   non-destructive
diagnosis.  The Mach-1TM  Mechanical  Tester is a universal  mechanical  testing
system for  specimens  with  dimensions  between  hundreds  of microns and a few
centimeters.

                                       9

<PAGE>

            Our  principal  executive  offices  are  located  at 475,  boulevard
Armand-Frappier,  Montreal (Laval) Quebec,  Canada H7V 4B3. Our telephone number
is (450) 686-2437.

                                 USE OF PROCEEDS

            This prospectus  relates to an aggregate of 3,999,500  shares of our
common stock that may be sold from time to time by the selling stockholders. All
net  proceeds  from the sale of the common  stock will go the  stockholders  who
offer and sell their  shares.  We will not receive any part of the proceeds from
such sales of common stock. We will, however,  receive the exercise price of the
options at the time of their exercise.  If all of the options are exercised,  we
will realize proceeds in the amount of approximately  $1,588,788.  Such proceeds
will be  contributed to working  capital and will be used for general  corporate
purposes.

                              SELLING STOCKHOLDERS

            This  prospectus  relates to the reoffer and resale of shares issued
or that may be issued to the selling stockholders under our stock option plan or
upon the exchange of shares of non-voting  exchangeable  preferred  stock of our
subsidiary, Bio Syntech Canada Inc., issuable under their stock option plan.

            The  following  table  sets forth (i) the number of shares of common
stock beneficially owned by each selling stockholder at March 26, 2001, (ii) the
number of shares to be offered for resale by each selling stockholder (i.e., the
total  number of shares  underlying  options  held by each  selling  stockholder
irrespective  of whether such options are presently  exercisable  or exercisable
within sixty days of March 26,  2001),  and (iii) the number and  percentage  of
shares  of our  common  stock  to be  held  by each  selling  stockholder  after
completion of the offering. The table assumes that the selling stockholders will
sell all of the  shares  and that the  selling  stockholders  will make no other
purchases or sales of our common stock.  However,  the selling  stockholders are
not obligated to sell their shares at any time or at any price.  We cannot state
with  certainty  the number of shares of our common  stock that will be owned by
each of the selling  stockholders  upon the  termination of this  offering.  The
number of shares of our common  stock that each  holder may own may also  change
due to stock splits or other  anti-dilution  adjustments.  All  percentages  are
based on 29,182,250 shares of our common stock outstanding as of March 26, 2001.
<TABLE>
<CAPTION>

                                                                 Percentage of                          Shares of
                                                Shares of           common                                common      Percentage of
                                               common stock          stock           Shares of            Stock        common stock
                                               Beneficially      Beneficially          common          Beneficially    Beneficially
                  Name and Address of          Owned Before      Owned Before       stock being        Owned After     Owned After
                    Beneficial Owner             Offering          Offering           Offered            Offering        Offering
                    ----------------             --------          --------           -------            --------        --------
<S>                                             <C>                   <C>              <C>             <C>                  <C>
Dr. Amine Selmani                               9,087,500             30.6%            562,500         8,525,000            28.7%
Chairman of the Board, Chief
Executive Officer and President

Denis N. Beaudry                                   50,000              0.2%             50,000            0                  0%
Director

Pierre Alary                                       50,000              0.2%             50,000            0                  0%
Director

Jean-Yves Bourgeois                                50,000              0.2%             50,000            0                  0%
Director

Dr. Pierre Ranger                                 150,000              0.5%            150,000            0                  0%
Director
</TABLE>

                                       10

<PAGE>


<TABLE>
<CAPTION>

                                                                 Percentage of                          Shares of
                                                Shares of           common                                common      Percentage of
                                               common stock          stock           Shares of            Stock        common stock
                                               Beneficially      Beneficially          common          Beneficially    Beneficially
                  Name and Address of          Owned Before      Owned Before       stock being        Owned After     Owned After
                    Beneficial Owner             Offering          Offering           Offered            Offering        Offering
                    ----------------             --------          --------           -------            --------        --------
<S>                                             <C>                   <C>              <C>             <C>                  <C>

Ajay Gupta                                         75,000              0.3%             75,000            0                  0%
Chief Operating Officer

Anthony Casola                                     50,000              0.2%             50,000            0                  0%
Chief Financial Officer and Secretary
                                                ---------                              -------        ---------
TOTAL                                           9,512,500             31.3%            987,500        8,525,000            28.7%
</TABLE>

            Dr.  Selmani owns  indirectly  9083-1496  Quebec Inc. and has shared
voting and dispositive  power with respect to the 7,640,000 shares of non-voting
exchangeable preferred stock 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 shares of non-voting exchangeable preferred
stock  issuable  upon  exercise of  options.  Monique  Jarry,  the spouse of Dr.
Selmani,  owns  1,085,000  shares of non-voting  exchangeable  preferred  stock,
including 200,000 shares issuable upon the exercise of options.

                              PLAN OF DISTRIBUTION

            As referred to in this prospectus,  selling stockholders include the
pledgees,  donees,  transferees  or  others  who  may  later  hold  the  selling
stockholders'  beneficial  ownership of shares of common  stock.  We will file a
post-effective  amendment  registration  statement  to  identify  the  pledgees,
donees, transferees of the shares currently held by the selling stockholders. We
will pay the costs and fees of registering  the shares of common stock,  but the
selling  stockholders  will pay any  brokerage  commissions,  discounts or other
expenses relating to the sale of these shares.

            The selling  stockholders may sell the shares of common stock in the
over-the-counter market or otherwise, at market prices prevailing at the time of
sale, at prices related to the prevailing market prices or at negotiated prices.
In  addition,  the  selling  stockholders  may sell some or all of their  shares
through:

            o     a block trade in which a broker-dealer may resell a portion of
                  the  block,   as  principal,   in  order  to  facilitate   the
                  transaction;

            o     purchases by a broker-dealer,  as principal, and resale by the
                  broker-dealer for its account; or

            o     ordinary  brokerage  transactions  and transactions in which a
                  broker solicits purchasers.

            When selling the shares of common  stock,  the selling  stockholders
may enter into hedging transactions. For example, the selling stockholders may:

            o     enter into transactions involving short sales of the shares by
                  broker-dealers;

            o     sell shares short themselves and redeliver the shares to close
                  out their short positions;

            o     enter into option or other types of transactions  that require
                  the selling  stockholder to deliver shares to a broker-dealer,
                  who will then resell or transfer the common  shares under this
                  prospectus; or

                                       11

<PAGE>

            o     loan or pledge the shares to a broker-dealer, who may sell the
                  loaned  shares or, in the event of  default,  sell the pledged
                  shares.

            The  selling  stockholders  may  negotiate  and  pay  broker-dealers
commissions, discounts or concessions for their services. Broker-dealers engaged
by the selling  stockholders  may allow other  broker-dealers  to participate in
resales.  However, the selling  stockholders and any broker-dealers  involved in
the sale or resale of the shares of our common stock may qualify as underwriters
within the meaning of Section  2(a)(11) of the Securities Act. In addition,  the
broker-dealers'   commissions,   discounts   or   concession   may   qualify  as
underwriters' compensation under the Securities Act.

            In addition  to selling  their  shares  under this  prospectus,  the
selling stockholders may:

            o     agree  to  indemnify  any   broker-dealer   or  agent  against
                  liabilities  related to the selling of the  shares,  including
                  liabilities arising under the Securities Act;

            o     transfer  their  shares  in other  ways not  involving  market
                  makers or established  trading markets,  including directly by
                  gift, distribution or other transfer; or

            o     sell their shares under Rule 144 of the  Securities Act rather
                  than  under  this  prospectus,  if the  transaction  meets the
                  requirements of Rule 144.

                                     EXPERTS

            Our consolidated financial statements as of March 31, 2000 and March
31,  1999 and for the fiscal  years  ended March 31, 2000 and March 31, 1999 are
incorporated by reference to the Annual Report on Form 10-KSB filed with the SEC
on September  15, 2000 and have been  audited by Ernst & Young LLP,  independent
auditors,  as is set forth in their consent appearing elsewhere in this document
and  included  in  reliance  upon  the  authority  of this  firm as  experts  in
accounting and auditing. We have also incorporated by reference our consolidated
financial  statements  for the  quarters  ended June 30, 1999 and June 30, 2000,
September 30, 1999 and September 30, 2000 and December 31, 1999 and December 31,
2000 to the Annual Report.

                                  LEGAL MATTERS

            The  legality  of the shares of our  common  stock  offered  will be
passed upon for us by Olshan Grundman Frome  Rosenzweig & Wolosky LLP, New York,
New York.

                             ADDITIONAL INFORMATION

            We have  filed  with the SEC a  registration  statement  on Form S-8
under the  Securities  Act with  respect  to the  shares of common  stock  being
offered.  Statements  contained  in this  prospectus  as to the  contents of any
contract or other document are not necessarily  complete,  and in each instance,
reference is made to the copy of such  contract or document  filed as an exhibit
to the  registration  statement,  each such  statement  being  qualified  in all
respects by such reference.

                                       12

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3      Incorporation of Documents By Reference

            The following  documents  filed by the "Company with the  Securities
and Exchange Commission are incorporated herein by reference:

            1.    The  Company's  Annual  Report for fiscal year ended March 31,
                  2000, on Form 10-KSB.

            2.    The  Company's  Quarterly  Report for quarters  ended June 30,
                  2000,  September  30,  2000 and  December  31,  2000,  on Form
                  10-QSB.

            3.    The Company's  Registration  Statement Amendment No. 2 on Form
                  SB-2/A filed with the  Securities  and Exchange  Commission on
                  March 22, 2001 under Registration No. 333-45756.

            4.    The Company's  Current Report on Form 8-K dated March 15, 2000
                  and an amendment thereto on Form 8-K/A dated May 15, 2000.

            5.    The  Company's  Current  Report on Form 8-K dated  January 30,
                  2001.

            6.    The description of the Company's Common Stock, $.001 par value
                  (the "Common Stock"), in the Company's  Registration Statement
                  on Form 10-SB filed August 30, 1999.

            All  documents  filed by the Company  pursuant  to  Sections  13(a),
13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended,  after
the effective date of this  registration  statement and prior to the filing of a
post-effective  amendment which indicates that all securities  offered hereunder
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be  incorporated  by reference  herein and to be a part hereof from
the date of filing of such documents.

Item 4.     Description of Securities

            Not Applicable

Item 5.     Interest of Named Experts and Counsel

            Not Applicable.

Item 6.     Indemnification of Directors and Officers

            Section 5.1 of the Company's By-laws provides that the Company shall
indemnify  its  directors,  officers and agents to the fullest  extent  possible
under the Nevada  General  Corporate Law ("NGCL").  Section 5.1 of the Company's
By-laws in part states that:

                        "(a) The Corporation shall indemnify,  subject
            to the requirements of subsection (d) of this Section, any
            person who was or is a party or is threatened to be made a
            party to any threatened, pending or completed action, suit
            or proceeding, whether civil, criminal,  administrative or
            investigative  (other than an action by or in the right of
            the Corporation),  by reason of the fact that he is or was
            a director, officer, employee or agent of the Corporation,
            or is or was serving at the request of the  Corporation as
            a  director,   officer,   employee  or  agent  of  another
            Corporation,  partnership,  joint venture,  trust or other
            enterprise,  against expenses (including attorneys' fees),
            judgments,  fines and amounts paid in settlement  actually
            and reasonably  incurred by such person in connection with
            such action,  suit or proceeding if he acted in good faith
            and in a manner  he  reasonably  believed  to be in or not
            opposed to the best interests of the Corporation and, with
            respect  to any  criminal  action  or  proceeding,  had no
            reasonable  cause to believe  such  person's  conduct  was
            unlawful.   The   termination  of  any  action,   suit  or
            proceeding

                                 II-1

<PAGE>

            by judgment, order, settlement,  conviction or upon a plea
            of  nolo  contendere  or its  equivalent,  shall  not,  of
            itself,  create a presumption  that the person did not act
            in good faith and in a manner which he reasonably believed
            to be in or not  opposed  to  the  best  interests  of the
            Corporation  and,  with respect to any criminal  action or
            proceeding,  had  reasonable  cause to  believe  that such
            person's conduct was unlawful.

                        (b) The Corporation  shall indemnify,  subject
            to the requirements of subsection (d) of this Section, any
            person who was or is a party or is threatened to be made a
            party to any  threatened,  pending or completed  action or
            suit by or in the right of the  Corporation  to  procure a
            judgment  in its favor by reason of the fact that he is or
            was  a  director,   officer,  employee  or  agent  of  the
            Corporation  or is or was  serving  at the  request of the
            Corporation as a director,  officer,  employee or agent of
            another corporation,  partnership, joint venture, trust or
            other enterprise,  against expenses (including  attorneys'
            fees) actually and  reasonably  incurred by such person in
            connection  with the defense or  settlement of such action
            or suit if he  acted  in good  faith  and in a  manner  he
            reasonably  believed  to be in or not  opposed to the best
            interests of the Corporation.  Indemnification  may not be
            made  for a  claim,  issue or  matter  as to which  such a
            person  has  been   adjudged  by  a  court  of   competent
            jurisdiction,  after exhaustion of all appeals  therefrom,
            to be liable to the  Corporation  or for  amounts  paid in
            settlement  to the  Corporation,  unless  and  only to the
            extent  that the  court in which  the  action  or suit was
            brought   or  other   court  of   competent   jurisdiction
            determines  upon  application  that  in  view  of all  the
            circumstances  of  the  case,  the  person  is  fully  and
            reasonably  entitled to indemnity for such expenses as the
            court deems proper.

                        (c) To the  extent  that a  present  or former
            director or officer of the Corporation has been successful
            on the merits or otherwise in defense of any action,  suit
            or  proceeding  referred to in  subsection  (a) and (b) of
            this section,  or in defense of any claim, issue or matter
            therein,  the  Corporation  shall  indemnify  such  person
            against expenses (including  attorneys' fees) actually and
            reasonably   incurred   by  such   person  in   connection
            therewith.

                        (d) Any indemnification  under subsections (a)
            and (b) of this section (unless ordered by a court) may be
            made by the Corporation only as authorized in the specific
            case  upon a  determination  that  indemnification  of the
            present or former director,  officer, employee or agent is
            proper in the  circumstances  because  such person has met
            the   applicable   standard   of  conduct   set  forth  in
            subsections   (a)   and   (b)  of   this   section.   Such
            determination  shall be made with  respect to a person who
            is a director or officer at the time of such determination
            (1) by a  majority  vote  of the  directors  who  are  not
            parties to such action,  suit or  proceeding,  even though
            less than a quorum, or (2) if there are no such directors,
            or if such  directors  so  direct,  by  independent  legal
            counsel in a written opinion or (3) by the stockholders."
            and

                        "Expenses incurred by a director,  officer,  employee or
            agent in defending a civil or criminal  action,  suit or  proceeding
            shall be paid by the Corporation in advance of the final disposition
            of such action,  suit or  proceeding  as  authorized by the Board of
            Directors  upon  receipt  of an  undertaking  by or on behalf of the
            director,  officer,  employee  or agent to repay  such  amount if it
            shall  ultimately be determined  that such person is not entitled to
            be indemnified by the Corporation as authorized in this section."

            Section  5.1  of  the  Company's  By-laws  is  consistent  with  the
indemnification  provisions  in the  NGCL  which  allow  for  discretionary  and
mandatory indemnification of a corporation's officers, directors,  employees and
agents.  Section  78.7502  of the  NGCL  provides  for the  general  concept  of
indemnification  and  Section  78.751 of the NGCL  provides  for  authorization,
advance and limitation of such indemnification.

            Section 78.7502 of the NGCL states that:

                        "1. A corporation may indemnify any person who
            was or is a party or is  threatened  to be made a party to
            any  threatened,  pending  or  completed  action,  suit or
            proceeding,  whether civil,

                                 II-2

<PAGE>

            criminal,  administrative  or  investigative,   except  an
            action by or in the right of the corporation, by reason of
            the fact that he is or was a director,  officer,  employee
            or agent of the  corporation,  or is or was serving at the
            request  of  the  corporation  as  a  director,   officer,
            employee  or agent of  another  corporation,  partnership,
            joint  venture,   trust  or  other   enterprise,   against
            expenses,  including attorneys' fees, judgments, fines and
            amounts  paid  in  settlement   actually  and   reasonably
            incurred by him in  connection  with the  action,  suit or
            proceeding if he acted in good faith and in a manner which
            he reasonably believed to be in or not opposed to the best
            interests  of the  corporation,  and,  with respect to any
            criminal action or proceeding,  had no reasonable cause to
            believe his conduct was unlawful.  The  termination of any
            action, suit or proceeding by judgment, order, settlement,
            conviction  or  upon  a plea  of  nolo  contendere  or its
            equivalent, does not, of itself, create a presumption that
            the person did not act in good faith and in a manner which
            he reasonably believed to be in or not opposed to the best
            interests of the  corporation,  and that,  with respect to
            any criminal action or proceeding, he had reasonable cause
            to believe that his conduct was unlawful.

                        2. A corporation  may indemnify any person who
            was or is a party or is  threatened  to be made a party to
            any threatened,  pending or completed action or suit by or
            in the right of the  corporation  to procure a judgment in
            its  favor  by  reason  of the  fact  that  he is or was a
            director,  officer,  employee or agent of the corporation,
            or is or was serving at the request of the  corporation as
            a  director,   officer,   employee  or  agent  of  another
            corporation,  partnership,  joint venture,  trust or other
            enterprise  against  expenses,  including  amounts paid in
            settlement  and  attorneys'  fees actually and  reasonably
            incurred  by  him  in  connection   with  the  defense  or
            settlement of the action or suit if he acted in good faith
            and in a manner which he  reasonably  believed to be in or
            not  opposed  to the best  interests  of the  corporation.
            Indemnification  may not be made for any  claim,  issue or
            matter as to which  such a person has been  adjudged  by a
            court of competent  jurisdiction,  after exhaustion of all
            appeals therefrom,  to be liable to the corporation or for
            amounts paid in settlement to the corporation,  unless and
            only to the  extent  that the court in which the action or
            suit was brought or other court of competent  jurisdiction
            determines  upon  application  that  in  view  of all  the
            circumstances  of the  case,  the  person  is  fairly  and
            reasonably  entitled to indemnity for such expenses as the
            court deems proper.

                        3. To the  extent  that a  director,  officer,
            employee or agent of a corporation  has been successful on
            the merits or otherwise in defense of any action,  suit or
            proceeding  referred  to in  subsections  1 and  2,  or in
            defense of any claim, issue or matter therein,  he must be
            indemnified by the corporation against expenses, including
            attorneys' fees actually and reasonably incurred by him in
            connection with the defense."

                                 II-3

<PAGE>


                        Section 78.751 of the NGCL states that:

                        "(1) Any  discretionary  indemnification  under  Section
            78.7502 of the NGCL,  unless ordered by a court or advanced pursuant
            to subsection 2, may be made by the  corporation  only as authorized
            in the specific case upon a determination  that  indemnification  of
            the  director,   officer,   employee  or  agent  is  proper  in  the
            circumstances. The determination must be made:

                             (a)   By the shareholders;

                             (b)   By the board of directors by majority vote of
                        a quorum consisting of directors who were not parties to
                        the action, suit or proceeding;

                             (c)   If a majority vote of a quorum  consisting of
                        directors  who were not parties to the  action,  suit or
                        proceeding so orders,  by independent legal counsel in a
                        written opinion; or

                             (d)   If a quorum  consisting of directors who were
                        not parties to the action,  suit or proceeding cannot be
                        obtained,  by  independent  legal  counsel  in a written
                        opinion.

                        (2) The  articles  of  incorporation,  the  bylaws or an
            agreement made by the  corporation  may provide that the expenses of
            officers  and  directors  incurred in  defending a civil or criminal
            action,  suit or proceeding  must be paid by the corporation as they
            are incurred and in advance of the final  disposition of the action,
            suit or  proceeding,  upon receipt of an undertaking by or on behalf
            of the  director or officer to repay the amount if it is  ultimately
            determined  by a  court  of  competent  jurisdiction  that he is not
            entitled to be  indemnified  by the  corporation.  The provisions of
            this  subsection do not affect any rights to advancement of expenses
            to which corporate personnel other than directors or officers may be
            entitled under any contract or otherwise by law.

                        (3) The  indemnification  and  advancement  of  expenses
            authorized in or ordered by a court pursuant to this section:

                             (a) Does not  exclude  any other  rights to which a
                        person   seeking   indemnification   or  advancement  of
                        expenses   may  be  entitled   under  the   articles  of
                        incorporation   or  any   bylaw,   agreement,   vote  of
                        shareholders  or  disinterested  directors or otherwise,
                        for  either  an action in his  official  capacity  or an
                        action  in other  capacity  while  holding  his  office,
                        except that  indemnification,  unless ordered by a court
                        pursuant  to  Section  78.7502  of the  NGCL  or for the
                        advancement  of expenses  made pursuant to subsection 2,
                        may not be  made  to or on  behalf  of any  director  or
                        officer  if a final  adjudication  establishes  that his
                        acts or omissions involved intentional misconduct, fraud
                        or a knowing  violation  of the law and was  material to
                        the cause of action.

                             (b)  Continues  for a person who has ceased to be a
                        director,  officer,  employee or agent and inures to the
                        benefit of the heirs,  executors and  administrators  of
                        such a person."

Item 7.     Exemption From Registration Claimed

            Not Applicable.

                                      II-4

<PAGE>

Item 8.     Exhibits.

            Exhibit Index

    4.1     Bio Syntech Canada Inc. Stock Option Incentive Plan.

    4.2     BioSyntech, Inc. Stock Option Incentive Plan.

    5.1     Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.

   23.1     Consent of Ernst & Young LLP.

   23.2     Consent of Olshan Grundman Frome  Rosenzweig & Wolosky LLP (included
            in Exhibit 5.1).

   24.1     Power  of  Attorney   (included  on  the  signature   page  of  this
            Registration Statement).


Item 9.     Undertakings

            The  undersigned  registrant  hereby  undertakes that if the Company
registers securities under Rule 415 of the Securities Act, it will:

            a.    File,  during  any  period in which  offers or sales are being
                  made,  a   post-effective   amendment  to  this   Registration
                  Statement to:

                  1.   Include any  prospectus  required by Section  10(a)(3) of
                       the Securities Act of 1933;

                  2.   Reflect  in the  prospectus  any facts or events  arising
                       after the effective  date of the  Registration  Statement
                       (or the most  recent  post-effective  amendment  thereof)
                       which,  individually  or in the  aggregate,  represent  a
                       fundamental  change in the  information  set forth in the
                       Registration Statement;

                  3.   Include any material information with respect to the plan
                       of   distribution   not   previously   disclosed  in  the
                       Registration  Statement  or any  material  change to such
                       information in the Registration Statement;

                       provided,  however,  that paragraphs (1) and (2) above do
                       not apply if the information required to be included in a
                       post-effective amendment by those paragraphs is contained
                       in periodic  reports filed by the registrant  pursuant to
                       Section  13 or 15(d) of the  Securities  Exchange  Act of
                       1934  that  are   incorporated   by   reference   in  the
                       Registration Statement;

            b.    For  the  purpose  of  determining  any  liability  under  the
                  Securities  Act, each such  post-effective  amendment shall be
                  deemed  to be a new  registration  statement  relating  to the
                  securities   offered   therein,   and  the  offering  of  such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof; and

            c.    Remove  from   registration  by  means  of  a   post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

                                      II-5

<PAGE>

                                   SIGNATURES

            Pursuant to the  requirements  of the  Securities  Act of 1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Laval, province of Quebec, Canada, on this 2nd day of
April, 2001

                                      BIOSYNTECH, INC.


                                      By: /s/  Amine Selmani
                                          --------------------------------------
                                          Name: Dr. Amine Selmani
                                          Title: Chief Executive Officer &
                                                 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 this Registration
Statement on Form S-8 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  Registration  Statement on Form S-8 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             Chairman of the Board           April 2, 2001
-----------------------       Chief Executive Officer
    Amine Selmani             & President

                              Director                        April 2, 2001
-----------------------
    Denis N. Beaudry

/s/ Pierre Alary              Director                        March 29, 2001
-----------------------
    Pierre Alary

/s/ Jean-Yves Bourgeois       Director                        April 2, 2001
-----------------------
    Jean-Yves Bourgeois

/s/ Pierre Ranger             Director                        March 29, 2001
-----------------------
    Pierre Ranger

/s/ Anthony Casola
-----------------------       Chief Financial Officer,        April 2, 2001
    Anthony Casola            Principal Financial Officer,
                              Principal Accounting Officer &
                              Secretary


                                      II-6
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "S-8", "secsgml_size_bytes": 69507}]
{"company-data": {"conformed-name": "BIOSYNTECH INC", "cik": "0001094017", "assigned-sic": "9995", "irs-number": "000000000"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58178", "film-number": "1592533"}, "business-address": {"street1": "3675 PECOS MCLEOD", "street2": "SUITE 1400", "city": "LAS VEGAS", "state": "NV", "zip": "89121"}, "mail-address": {"street1": "3675 PECOS MCLEOD", "street2": "SUITE 1400", "city": "LAS VEGAS", "state": "NV", "zip": "89121"}, "former-company": {"former-conformed-name": "DREAM TEAM INTERNATIONAL INC", "date-changed": "19990827"}}
SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                          -----------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                BIOSYNTECH, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                     Nevada
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   88-0329399
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

          475 Boulevard Armand-Frappier, Laval, Quebec, Canada H7V 4B3
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                  BioSyntech, Inc. Stock Option Incentive Plan
               Bio Syntech Canada Inc. Stock Option Incentive Plan
--------------------------------------------------------------------------------
                            (Full Title of the Plans)

                            Mr. David J. Adler, Esq.
                 Olshan Grundman Frome Rosenzweig & Wolosky LLP
                           505 Park Avenue, 16th Floor
                            New York, New York 10022
--------------------------------------------------------------------------------
                     (Name and Address of Agent for Service)

                                 (212) 753-7200
--------------------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
Proposed           Proposed
                  Title of                                                Maximum           Maximum
                 Securities                             Amount           Offering          Aggregate            Amount of
                   to be                                 to be           Price per          Offering           Registration
                 Registered                          Registered(1)         Share             Price                 Fee
                 ----------                          -------------         -----             -----                 ---
Common Stock, $.001 par value per share,
issuable under the BioSyntech, Inc. Stock
Option Incentive Plan                                  2,500,000           $1.47           $3,559,470             $939.70
                                                        shares              (2)
Common Stock, $.001 par value per share,
issuable upon the exchange of non-voting
exchangeable preferred stock issuable under
to the Bio Syntech Canada Inc. Stock Option
Incentive Plan
                                                       1,499,500         CDN$1.04          $1,001,593            $264.42
                                                        shares              (3)               (3)
                                                       ---------                                                ---------
Total                                                  3,999,500                                                $1,204.12
1.          Pursuant to Rule 416  promulgated  under the Securities Act of 1933,
            as amended (the "Securities Act"), this Registration  Statement also
            registers  such number of additional  shares of common stock,  $.001
            par value per share  (the  "Common  Stock")  that may be  offered or
            issued pursuant to the BioSyntech,  Inc. Stock Option Incentive Plan
            (the "BSI  Plan") and the Bio  Syntech  Canada,  Inc.  Stock  Option
            Incentive  Plan (the "BSC Plan" and together with the BSI Plan,  the
            "BioSyntech Plans") to prevent dilution resulting from stock splits,
            stock dividends or similar transactions.

2.          Includes an aggregate of 600,000 shares of Common Stock with respect
            to which  options  were  granted  under  the BSI Plan at an  average
            exercise price of $3.66 per share. An additional 1,900,000 shares of
            Common  Stock may be offered  under the BSI Plan.  Pursuant to Rules
            457(g) and (h) under the Securities  Act, the offering price for the
            shares of  Common  Stock  which may be issued  under the BSI Plan is
            estimated solely for the purpose of determining the registration fee
            and is based  on  $0.7188,  the per  share  average  of high and low
            closing  bid and ask prices of the Common  Stock as  reported by the
            OTC Bulletin Board for March 26, 2000.

3.          Consists of  aggregate  of  1,499,500  shares with  respect to which
            options were granted under the BSC Plan at an average exercise price
            of CDN $1.04 per share.  The foreign currency rate of March 26, 2001
            of  CDN  $1.5570  to  US $1  was  used  to  compute  the  applicable
            registration fee.

                                      -ii-
EXPLANATORY NOTE

            BioSyntech,  Inc. (the  "Company")  has prepared  this  registration
statement in accordance  with the  requirements  of Form S-8 (the  "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
to register  shares of our common stock,  $.001 par value per share (the "Common
Stock"),  issuable pursuant to the BioSyntech,  Inc. Stock Option Incentive Plan
(the "BSI  Plan") and  issuable  upon the  exchange of  non-voting  exchangeable
preferred  stock  issuable  under  the Bio  Syntech  Canada  Inc.  Stock  Option
Incentive Plan (the "BSC Plan" and together with the BSI Plan,  the  "BioSyntech
Plans").

            This Form S-8 includes a reoffer  prospectus  prepared in accordance
with Part I of Form S-3 under the Securities Act. The reoffer  prospectus may be
utilized for reofferings and resales of shares of Common Stock acquired pursuant
to the BioSytench Plans by selling  stockholders who may be deemed  "affiliates"
(as such term is defined in Rule 405 under the Securities Act) of the Company.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

            The  Company  will  provide  documents  containing  the  information
specified in Part I of this Form S-8 to employees as specified by Rule 428(b)(1)
of the Securities Act.  Pursuant to the instructions to Form S-8, the Company is
not  required  to file  these  documents  either  as  part of this  Registration
Statement or as prospectuses or prospectus  supplements  pursuant to Rule 424 of
the Securities Act.

                                     -iii-
PROSPECTUS

                                BIOSYNTECH, INC.

                                3,999,500 Shares

                         Common Stock ($.001 par value)

            This prospectus relates to the reoffer and resale by certain selling
stockholders  of  shares  of our  common  stock  that  we may be to the  selling
stockholders  upon the exercise of stock options  granted under our stock option
plan or upon the exchange of shares of non-voting  exchangeable  preferred stock
of our  subsidiary,  Bio Syntech Canada Inc.,  issuable under their stock option
plan. This prospectus also relates to certain  underlying  options that have not
as of this date been  granted.  If and when such  options are granted to persons
required to use the prospectus to reoffer and resell the shares  underlying such
options,  we will  distribute  a  prospectus  supplement.  The  shares are being
reoffered and resold for the account of the selling stockholders and we will not
receive any of the proceeds from the resale of the shares.

            The selling  stockholders  have  advised us that the resale of their
shares may be effected from time to time in one or more  transactions on the OTC
Bulletin  Board,  in  negotiated  transactions  or  otherwise,  at market prices
prevailing at the time of the sale or at prices otherwise negotiated.  See "Plan
of  Distribution."  We will bear all expenses in connection with the preparation
of this prospectus.

            Our common stock is listed on the OTC Bulletin  Board.  On March 26,
2001,  the closing price per share for our common stock,  as reported by the OTC
Bulletin Board, was $0.7188.

     This investment involves risk. See "Risk Factors" beginning at page 5.

            NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE
SECURITIES  COMMISSION  HAS  DETERMINED  WHETHER THIS  PROSPECTUS IS TRUTHFUL OR
COMPLETE.  THEY  HAVE NOT MADE,  NOR WILL THEY  MAKE,  ANY  DETERMINATION  AS TO
WHETHER ANYONE SHOULD BUY THESE SECURITIES.  ANY  REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

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

                  The date of this Prospectus is April 3, 2001.

                                       1
TABLE OF CONTENTS

INCORPORATION BY REFERENCE.....................................................3

ABOUT THIS PROSPECTUS..........................................................3

WHERE YOU CAN FIND MORE INFORMATION............................................4

RISK FACTORS...................................................................5

THE COMPANY....................................................................9

USE OF PROCEEDS...............................................................10

SELLING STOCKHOLDERS..........................................................10

PLAN OF DISTRIBUTION..........................................................11

EXPERTS.......................................................................12

LEGAL MATTERS.................................................................12

ADDITIONAL INFORMATION........................................................12

                                       2
INCORPORATION BY REFERENCE

            The SEC allows us to  "incorporate  by reference" the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information we incorporate by reference is
considered to be a part of this  prospectus and  information  that we file later
with  the SEC  will  automatically  update  and  replace  this  information.  We
incorporate  by reference the documents  listed below and any future  filings we
make with the SEC under Sections 13(a) and 15(d) of the Securities Exchange Act:

            1.   Our annual report for fiscal year ended March 31, 2000, on Form
                 10-KSB.

            2.   Our  quarterly  reports  for  quarters  ended  June  30,  2000,
                 September 30, 2000 and December 31, 2000, on Form 10-QSB.

            3.   Our registration statement amendment no. 2 on Form SB-2/A filed
                 with Securities and Exchange Commission on March 22, 2001 under
                 registration no. 333-45756;

            4.   Our  current  report  on Form 8-K dated  March 15,  2000 and an
                 amendment  to the  current  report on Form 8-K/A  dated May 15,
                 2000.

            5.   Our current report on Form 8-K dated January 30, 2001.

            6.   A  description  of  our  common  stock,  in  our   registration
                 statement on Form 10-SB filed August 30, 1999.

            You may request a copy of these  filings,  excluding the exhibits to
such filings which we have not  specifically  incorporated  by reference in such
filings,  at no cost,  by writing or calling  us at the  following  address  and
telephone number:

                        BioSyntech, Inc.
                        475 Boulevard Armand-Frappier
                        Montreal (Laval) Quebec
                        Canada H7V 4B3
                        Attention: Mr. Anthony Casola
                        Telephone Number: (450) 686-2437

                              ABOUT THIS PROSPECTUS

            This  prospectus is part of a  registration  statement we filed with
the SEC. You should rely only on the  information  provided or  incorporated  by
reference in this prospectus or any related  supplement.  We have not authorized
anyone else to provide you with different information.  The selling stockholders
will not make an offer of these  shares  in any  state  where  the  offer in not
permitted.  You should not assume that the information in this prospectus or any
supplement  is accurate  as of another  date than the date on the front of those
documents.

                                       3
WHERE YOU CAN FIND MORE INFORMATION

            We file annual,  quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission.  You may read and
copy  any  document  we file at the  SEC's  public  reference  room  located  at
Judiciary Plaza, 450 Fifth Street, N.W., Washington,  D.C. 20549. You may obtain
further information on the operation of the public reference room by calling the
SEC at 1-800-SEC-0330. Our SEC filings are also available to the public over the
Internet  at the  SEC's  web site at  http://www.sec.gov.  You may also  request
copies of such documents,  upon payment of a duplicating  fee, by writing to the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549.

                                       4
RISK FACTORS

            An investment in our common stock involves a high degree of risk. In
addition  to the other  information  contained  in this  prospectus,  you should
carefully  consider the following  risk factors  before  investing in our common
stock.

            Since our inception,  we have incurred  losses and we expect that we
            will incur more losses for the foreseeable future. We also may never
            become profitable.

            We have had net  operating  losses since being founded and currently
have an accumulated  deficit.  These losses consist of research and  development
costs and general and  administrative  expenses.  We expect to have  substantial
additional  expenses over the next several years as our research and development
activities  and the  process of seeking  regulatory  approval  of our  products,
including  clinical  trials,  accelerate.  Because  we do  not  expect  to  have
significant  revenues from the sale of products for several  years,  if ever, we
expect that those expenses will result in additional losses.

            Our future profitability depends, in part, on:

            o      Obtaining regulatory approval for our products;

            o      Entering  into   agreements  to  develop  and   commercialize
                   products;

            o      Developing the capacity to manufacture and market products or
                   entering into agreements with others to do so;

            o      Market acceptance of our products;

            o      The   ability   to  obtain   additional   funding   from  our
                   collaborative partners; and

            o      The   ability  to   achieve   certain   product   development
                   milestones.

            We may not  achieve  any or all of these  goals  and are  unable  to
predict whether we will ever achieve significant revenues or profits. Even if we
receive regulatory approval for one or more of our products,  we may not achieve
significant commercial success.

            We may need  additional  financing to continue our operations  after
            April  1,  2002  and  will  need  substantial  funds  before  we are
            profitable.

            Based on our current  operating  plan,  we estimate that the cash on
hand and anticipated receipts will fund our operations only until April 1, 2002.
Accordingly,  in order to continue  operating  after April 1, 2002,  we may need
additional  financing.  If we do  not  receive  additional  financing,  we  will
reassess our operating plan to reduce  expenses.  In addition,  we need to raise
substantial amounts of money if we are ever to become profitable.  If sufficient
financing is unavailable on a timely basis,  we may have to curtail  development
programs  or transfer  rights in products  that could later prove to be of great
value. The financing we require and when we will spend it, will depend, in part,
on:

            o      How our research and development programs, including clinical
                   trials, progress;

            o      How much time and  expense  will be  required  to receive FDA
                   approval for our product candidates;

            o      The cost of building, operating and maintaining manufacturing
                   facilities;

            o      How many product candidates we pursue;

                                       5
o      How much  time and  money we need to  prosecute  and  enforce
                   patent rights;

            o      How competing  technological and market  developments  affect
                   our product candidates; and

            o      The cost of  obtaining  licenses to use  technology  owned by
                   others.

            We will seek funds by issuing equity and debt securities and through
arrangements with our collaborative  partners. We currently have no commitments,
agreements  or  understandings  regarding  additional  financing  or any current
funding arrangement with any of our collaborative  partners and we may be unable
to obtain additional  financing or enter into a funding  arrangement with any of
our collaborative  partners on satisfactory terms, or at all. In addition, if we
issue equity securities,  our present  stockholders will suffer dilution.  If we
issue debt securities,  we will face the risks  associated with debt,  including
rises in interest rates and  insufficient  cash flow to pay the principal of and
interest on our debt securities.

            There are factors  beyond our control  that may prevent our delivery
            technologies  from producing  safe,  useful or  commercially  viable
            products. Accordingly, we may never become profitable.

            To be  profitable,  we must  develop,  manufacture  and  market  our
products,  either alone or by collaborating with others. This process could take
several years and we may never be successful in bringing our product  candidates
to the market.  Additionally,  our success in  pre-clinical  and early  clinical
trials  does not ensure  that large scale  clinical  trials will be  successful.
Clinical results are frequently susceptible to varying  interpretations that may
delay,  limit or prevent further clinical  development or regulatory  approvals.
Our products may:

            o      Be shown to be ineffective or to cause harmful side effects;

            o      Fail to receive  regulatory  approval on a timely basis or at
                   all;

            o      Be hard to manufacture on a large scale;

            o      Be uneconomical;

            o      Not be pursued by our collaborative partners;

            o      Not be prescribed by doctors or accepted by patients; or

            o      Infringe on proprietary rights of another party.

            If  the  Food  and  Drug   Administration   does  not   approve   or
            significantly  delays  the  approval  of  our  therapeutic  delivery
            products, we may be unable to continue operations.

            FDA approval is required to  manufacture  and market  pharmaceutical
products in the United States. The process to receive this approval is extensive
and includes  pre-clinical testing and clinical trials to demonstrate safety and
efficacy,  and a review of the  manufacturing  process to ensure compliance with
good  manufacturing  practices.  This  process  can last many  years and be very
costly and still be  unsuccessful.  The  length of time  necessary  to  complete
clinical  trials and  receive  approval  for  product  marketing  by  regulatory
authorities  varies  significantly by product and indication and is difficult to
predict.  If the Food and Drug  Administration does not approve or significantly
delays the approval of our therapeutic  delivery  products,  we may be unable to
continue  operations.  FDA approval  can be delayed,  limited or denied for many
reasons, including:

            o      A product candidate may not be safe or effective;

            o      Data from  pre-clinical  testing and  clinical  trials can be
                   interpreted  by FDA  officials  in  different  ways  than  we
                   interpret it;

                                       6
o      The FDA might not  approve  our  manufacturing  processes  or
                   facilities;

            o      The FDA  may  change  its  approval  policies  or  adopt  new
                   regulations; and

            o      A product  candidate  may not be approved for all the uses we
                   requested.

            Countries  other  than the United  States,  including  Canada,  have
similar  requirements.  The process of getting approvals in foreign countries is
subject to delay and failure for the same reasons.

            If our present and future  arrangements  with our  collaborators and
            licensees are unsuccessful,  we may be unable to continue operations
            due to substantial additional operating costs.

            We are designing  delivery systems for medications and drug products
that are protected by our licensees' or collaborators'  patents.  In some cases,
we depend on these parties to conduct  pre-clinical  testing and clinical trials
and in the  future,  we may seek to have  these  parties  fund  our  development
programs.  Our agreements  with our  collaborators  currently do not provide for
financing.   If  we  are  unable  to  reach  satisfactory  agreements  with  our
collaborators or with third parties, we would incur substantial additional costs
and would experience  substantial delay in commercializing most of our products.
Some of our  collaborators  can terminate their agreements with us for no reason
and on limited  notice.  We are unsure whether any of these  relationships  will
continue.

            Our  present  plans  call  for us to  develop  the  capabilities  to
manufacture  our own  products in  commercial  quantities.  We may rely upon our
collaborators and or licensees for the marketing and sales of our products.

            We have limited means of enforcing our  collaborators' or licensees'
performance  or of controlling  the resources they devote to our programs.  If a
collaborator fails to perform,  the research,  development or  commercialization
program on which it is working will be delayed.  If this happens, we may have to
stop the program entirely.

            Disputes may arise between us and a collaborator and may involve the
issue  of  which  of  us  owns  the  technology  that  is  developed   during  a
collaboration.  A  potential  dispute  could  delay  the  program  or  result in
expensive arbitration or litigation,  which we might not win. A collaborator may
choose to use its own or other  technology  to deliver its drug or cell product.
Our  collaborators  could  merge  with or be  acquired  by  another  company  or
financial or operational difficulties that could adversely affect our programs.

            Proprietary  protection  for our products is uncertain  and we could
            become  involved in costly  litigation and be prevented from selling
            our products.

            The following factors are important to our success:

            o      Receiving  patent  protection for our product  candidates and
                   those of our collaborators;

            o      Maintaining our trade secrets;

            o      Not infringing on the proprietary rights of others; and

            o      Preventing others from infringing our proprietary rights.

            We can protect our proprietary rights from unauthorized use by third
parties only if these rights are covered by valid and enforceable patents or are
effectively maintained as trade secrets.  Otherwise, we could become involved in
costly litigation and be prevented from selling our products.

            We try to protect our proprietary  position by filing United States,
Canadian, and foreign patent applications related to our proprietary technology,
inventions  and  improvements  that  are  important  to the  development  of our
business.  The patent position of  biopharmaceutical  companies involves complex
legal and factual questions.

                                       7
Enforceability  of patents  cannot be  projected  with  certainty.  Patents,  if
issued, may be challenged,  invalidated or circumvented. Any patents that we own
or license  from  others may  provide no  protection  against  competitors.  Our
pending patent  applications,  those we may file in the future,  or those we may
license from third parties,  may not result in patents being issued.  If patents
do issue,  they may not provide us with  proprietary  protection or  competitive
advantages  against  competitors  with  similar  technology.  Also,  others  may
independently  develop similar  technologies or duplicate any technology that we
have  developed.  The laws of certain  foreign  countries  may not  protect  our
intellectual  property  rights  to the same  extent  as the  laws of the  United
States.

            We also rely on trade secrets, know-how and technology, which we try
to protect by entering into  confidentiality  agreements  with parties that have
access to it,  including our corporate  partners,  collaborators,  employees and
consultants.  Any of these  parties may breach the  agreement  and  disclose our
confidential  information or our  competitors  might learn of the information in
some other way.

            Foreign exchange  fluctuations of the Canadian Dollar may affect our
            financial  performance,  because it is not  cost-effective for us to
            enter into forward contracts or currency options.

            We expect a substantial portion of our revenues to be based on sales
and services rendered to come from the United States, while a significant amount
of our operating expenses will be incurred in Canada. As a result, our financial
performance  will be affected by  fluctuations in the value of the United States
dollar to the Canadian dollar. At the present time, we have no plan or policy to
utilize  forward  contracts or currency  options to minimize this exposure,  and
even if these measures are implemented, we are unsure whether these arrangements
will be available,  be cost effective or be able to fully offset future currency
risks.

            Our common  stock  currently  is and may  continue  to be subject to
            additional regulations applicable to lower priced securities,  which
            makes it cumbersome for broker-dealers to sell our securities.

            Our common stock may be subject to a number of regulations  that can
affect its price and your ability to sell it. For example,  Rule 15g-9 under the
Exchange Act may apply to our common  stock.  This rule imposes  sales  practice
requirements on broker-dealers  that sell low priced securities to persons other
than  established  customers  and  institutional   accredited   investors.   For
transactions  covered  by  this  rule,  a  broker-dealer  must  make  a  special
suitability  determination  for the purchaser and have received the  purchaser's
written consent to the transaction.

            In  addition,  under United  States  securities  regulations,  penny
stocks generally are equity securities with a price of less than $5.00 per share
other than securities  registered on certain  national  securities  exchanges or
quoted on the Nasdaq Stock Market. For any transaction  involving a penny stock,
unless  exempt,  the  penny  stock  rules  require  the  delivery,  prior to the
transaction,  of a disclosure schedule prescribed by the Securities and Exchange
Commission  relating  to the penny stock  market.  The  broker-dealer  must also
disclose the commissions  payable to both the  broker-dealer  and the registered
representative  and current  quotations  for the  securities.  Finally,  monthly
statements  must be sent  disclosing  recent  price  information  on the limited
market in penny  stocks.  Consequently,  the penny stock rules may  restrict the
ability of  broker-dealers  to sell our common stock. The penny stock rules will
not apply if the market  price of our common  stock is $5.00 or  greater.  These
requirements  may reduce the level of trading  activity in any secondary  market
for our common stock and may adversely affect the ability of  broker-dealers  to
sell our securities.

            We may not accurately  predict  business  trends which  consequently
            makes our forward looking statements incorrect.

            This  prospectus  includes  forward-looking  statements  within  the
meaning of Section  27A of the  Securities  Act of 1933 and  Section  21E of the
Securities Exchange Act of 1934. The words "believe", "anticipate",  "estimate",
"expect" or words of similar import identify these  forward-looking  statements.
These  forward-looking  statements are contained  principally under the headings
"Summary",  "Risk Factors",  "Management's  Discussion and Analysis to Financial
Condition  and Results of  Operations"  and  "Business".  Although we have based
these forward-looking statements on management's analysis of the business trends
in the biotechnology industry,  these forward-looking  statements are subject to
risks and  uncertainties.  Our actual  results  may differ  materially  from the

                                       8
expectations  expressed by these forward-looking  statements.  Important factors
that may  cause  actual  results  to  differ  materially  from the  expectations
reflected in the forward-looking  statements include,  but not limited to, those
set forth below:

          o general economic, business and market conditions;

          o customer acceptance of new products; and

          o the occurrence or nonoccurrence of circumstances beyond our control.

            All   subsequent   written  and  oral   forward-looking   statements
attributable  to us are expressly  qualified in their entirety by the cautionary
statements.   We  caution   readers  not  to  place  undue   reliance  on  these
forward-looking statements,  which speak only as of their dates. We undertake no
obligations to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.

                                   THE COMPANY

            We  are an  advanced  biomaterials  company  specialized  in  tissue
engineering  and therapeutic  delivery.  Our main focus is the repair of damaged
tissue in the human  body like bone or  cartilage.  We are also  engaged  in the
development of advanced  injectable  biomaterials  for the delivery of cells and
genetic material and biotherapeutic agents. We have had limited revenues to date
and they have come entirely from sales in the our instrumentation  division. Our
future  operations are dependent  upon our receiving the financing  necessary to
complete  research  and  development  projects and market our  products.  We are
unsure  whether  we can  complete  the  development  of our  products,  or if we
complete  them whether we can  successfully  market them or generate  sufficient
revenues to fund our future operations or additional  research,  development and
marketing.  In addition,  major  technological  changes can occur quickly in the
biotechnological and pharmaceutical  industries.  The development by competitors
of technologically improved or different products may make our products obsolete
or noncompetitive.

            Our research and  development  efforts are focused on maximizing the
multiple benefits of our core technologies, which include:

            o     tissue engineering;

            o     the therapeutic delivery of cells;

            o     genetic material for site specific gene therapy; and

            o     the delivery of biotherapeutic agents.

            Our  technologies  apply  to  diverse  specialties,   which  include
orthopedics  and  rheumatology.  Orthopedic and  rheumatology  problems  include
cartilage injuries and diseases as well as bone injuries and diseases, vaccines,
and the delivery of biotherapeutic agents.

            We also have an  instrumentation  division wherein we are developing
the ARTHRO-BSTTM and the Mach-1TM Mechanical Tester.  ARTHRO-BST(TM) is a device
used for visual  examination  of the interior of the articular  cartilage with a
special  surgical   instrument   which  provides  precise  and   non-destructive
diagnosis.  The Mach-1TM  Mechanical  Tester is a universal  mechanical  testing
system for  specimens  with  dimensions  between  hundreds  of microns and a few
centimeters.

                                       9
Our  principal  executive  offices  are  located  at 475,  boulevard
Armand-Frappier,  Montreal (Laval) Quebec,  Canada H7V 4B3. Our telephone number
is (450) 686-2437.

                                 USE OF PROCEEDS

            This prospectus  relates to an aggregate of 3,999,500  shares of our
common stock that may be sold from time to time by the selling stockholders. All
net  proceeds  from the sale of the common  stock will go the  stockholders  who
offer and sell their  shares.  We will not receive any part of the proceeds from
such sales of common stock. We will, however,  receive the exercise price of the
options at the time of their exercise.  If all of the options are exercised,  we
will realize proceeds in the amount of approximately  $1,588,788.  Such proceeds
will be  contributed to working  capital and will be used for general  corporate
purposes.

                              SELLING STOCKHOLDERS

            This  prospectus  relates to the reoffer and resale of shares issued
or that may be issued to the selling stockholders under our stock option plan or
upon the exchange of shares of non-voting  exchangeable  preferred  stock of our
subsidiary, Bio Syntech Canada Inc., issuable under their stock option plan.

            The  following  table  sets forth (i) the number of shares of common
stock beneficially owned by each selling stockholder at March 26, 2001, (ii) the
number of shares to be offered for resale by each selling stockholder (i.e., the
total  number of shares  underlying  options  held by each  selling  stockholder
irrespective  of whether such options are presently  exercisable  or exercisable
within sixty days of March 26,  2001),  and (iii) the number and  percentage  of
shares  of our  common  stock  to be  held  by each  selling  stockholder  after
completion of the offering. The table assumes that the selling stockholders will
sell all of the  shares  and that the  selling  stockholders  will make no other
purchases or sales of our common stock.  However,  the selling  stockholders are
not obligated to sell their shares at any time or at any price.  We cannot state
with  certainty  the number of shares of our common  stock that will be owned by
each of the selling  stockholders  upon the  termination of this  offering.  The
number of shares of our common  stock that each  holder may own may also  change
due to stock splits or other  anti-dilution  adjustments.  All  percentages  are
based on 29,182,250 shares of our common stock outstanding as of March 26, 2001.
Percentage of                          Shares of
                                                Shares of           common                                common      Percentage of
                                               common stock          stock           Shares of            Stock        common stock
                                               Beneficially      Beneficially          common          Beneficially    Beneficially
                  Name and Address of          Owned Before      Owned Before       stock being        Owned After     Owned After
                    Beneficial Owner             Offering          Offering           Offered            Offering        Offering
                    ----------------             --------          --------           -------            --------        --------
Dr. Amine Selmani                               9,087,500             30.6%            562,500         8,525,000            28.7%
Chairman of the Board, Chief
Executive Officer and President

Denis N. Beaudry                                   50,000              0.2%             50,000            0                  0%
Director

Pierre Alary                                       50,000              0.2%             50,000            0                  0%
Director

Jean-Yves Bourgeois                                50,000              0.2%             50,000            0                  0%
Director

Dr. Pierre Ranger                                 150,000              0.5%            150,000            0                  0%
Director
10
Percentage of                          Shares of
                                                Shares of           common                                common      Percentage of
                                               common stock          stock           Shares of            Stock        common stock
                                               Beneficially      Beneficially          common          Beneficially    Beneficially
                  Name and Address of          Owned Before      Owned Before       stock being        Owned After     Owned After
                    Beneficial Owner             Offering          Offering           Offered            Offering        Offering
                    ----------------             --------          --------           -------            --------        --------
Ajay Gupta                                         75,000              0.3%             75,000            0                  0%
Chief Operating Officer

Anthony Casola                                     50,000              0.2%             50,000            0                  0%
Chief Financial Officer and Secretary
                                                ---------                              -------        ---------
TOTAL                                           9,512,500             31.3%            987,500        8,525,000            28.7%
Dr.  Selmani owns  indirectly  9083-1496  Quebec Inc. and has shared
voting and dispositive  power with respect to the 7,640,000 shares of non-voting
exchangeable preferred stock 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 shares of non-voting exchangeable preferred
stock  issuable  upon  exercise of  options.  Monique  Jarry,  the spouse of Dr.
Selmani,  owns  1,085,000  shares of non-voting  exchangeable  preferred  stock,
including 200,000 shares issuable upon the exercise of options.

                              PLAN OF DISTRIBUTION

            As referred to in this prospectus,  selling stockholders include the
pledgees,  donees,  transferees  or  others  who  may  later  hold  the  selling
stockholders'  beneficial  ownership of shares of common  stock.  We will file a
post-effective  amendment  registration  statement  to  identify  the  pledgees,
donees, transferees of the shares currently held by the selling stockholders. We
will pay the costs and fees of registering  the shares of common stock,  but the
selling  stockholders  will pay any  brokerage  commissions,  discounts or other
expenses relating to the sale of these shares.

            The selling  stockholders may sell the shares of common stock in the
over-the-counter market or otherwise, at market prices prevailing at the time of
sale, at prices related to the prevailing market prices or at negotiated prices.
In  addition,  the  selling  stockholders  may sell some or all of their  shares
through:

            o     a block trade in which a broker-dealer may resell a portion of
                  the  block,   as  principal,   in  order  to  facilitate   the
                  transaction;

            o     purchases by a broker-dealer,  as principal, and resale by the
                  broker-dealer for its account; or

            o     ordinary  brokerage  transactions  and transactions in which a
                  broker solicits purchasers.

            When selling the shares of common  stock,  the selling  stockholders
may enter into hedging transactions. For example, the selling stockholders may:

            o     enter into transactions involving short sales of the shares by
                  broker-dealers;

            o     sell shares short themselves and redeliver the shares to close
                  out their short positions;

            o     enter into option or other types of transactions  that require
                  the selling  stockholder to deliver shares to a broker-dealer,
                  who will then resell or transfer the common  shares under this
                  prospectus; or

                                       11
o     loan or pledge the shares to a broker-dealer, who may sell the
                  loaned  shares or, in the event of  default,  sell the pledged
                  shares.

            The  selling  stockholders  may  negotiate  and  pay  broker-dealers
commissions, discounts or concessions for their services. Broker-dealers engaged
by the selling  stockholders  may allow other  broker-dealers  to participate in
resales.  However, the selling  stockholders and any broker-dealers  involved in
the sale or resale of the shares of our common stock may qualify as underwriters
within the meaning of Section  2(a)(11) of the Securities Act. In addition,  the
broker-dealers'   commissions,   discounts   or   concession   may   qualify  as
underwriters' compensation under the Securities Act.

            In addition  to selling  their  shares  under this  prospectus,  the
selling stockholders may:

            o     agree  to  indemnify  any   broker-dealer   or  agent  against
                  liabilities  related to the selling of the  shares,  including
                  liabilities arising under the Securities Act;

            o     transfer  their  shares  in other  ways not  involving  market
                  makers or established  trading markets,  including directly by
                  gift, distribution or other transfer; or

            o     sell their shares under Rule 144 of the  Securities Act rather
                  than  under  this  prospectus,  if the  transaction  meets the
                  requirements of Rule 144.

                                     EXPERTS

            Our consolidated financial statements as of March 31, 2000 and March
31,  1999 and for the fiscal  years  ended March 31, 2000 and March 31, 1999 are
incorporated by reference to the Annual Report on Form 10-KSB filed with the SEC
on September  15, 2000 and have been  audited by Ernst & Young LLP,  independent
auditors,  as is set forth in their consent appearing elsewhere in this document
and  included  in  reliance  upon  the  authority  of this  firm as  experts  in
accounting and auditing. We have also incorporated by reference our consolidated
financial  statements  for the  quarters  ended June 30, 1999 and June 30, 2000,
September 30, 1999 and September 30, 2000 and December 31, 1999 and December 31,
2000 to the Annual Report.

                                  LEGAL MATTERS

            The  legality  of the shares of our  common  stock  offered  will be
passed upon for us by Olshan Grundman Frome  Rosenzweig & Wolosky LLP, New York,
New York.

                             ADDITIONAL INFORMATION

            We have  filed  with the SEC a  registration  statement  on Form S-8
under the  Securities  Act with  respect  to the  shares of common  stock  being
offered.  Statements  contained  in this  prospectus  as to the  contents of any
contract or other document are not necessarily  complete,  and in each instance,
reference is made to the copy of such  contract or document  filed as an exhibit
to the  registration  statement,  each such  statement  being  qualified  in all
respects by such reference.

                                       12
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3      Incorporation of Documents By Reference

            The following  documents  filed by the "Company with the  Securities
and Exchange Commission are incorporated herein by reference:

            1.    The  Company's  Annual  Report for fiscal year ended March 31,
                  2000, on Form 10-KSB.

            2.    The  Company's  Quarterly  Report for quarters  ended June 30,
                  2000,  September  30,  2000 and  December  31,  2000,  on Form
                  10-QSB.

            3.    The Company's  Registration  Statement Amendment No. 2 on Form
                  SB-2/A filed with the  Securities  and Exchange  Commission on
                  March 22, 2001 under Registration No. 333-45756.

            4.    The Company's  Current Report on Form 8-K dated March 15, 2000
                  and an amendment thereto on Form 8-K/A dated May 15, 2000.

            5.    The  Company's  Current  Report on Form 8-K dated  January 30,
                  2001.

            6.    The description of the Company's Common Stock, $.001 par value
                  (the "Common Stock"), in the Company's  Registration Statement
                  on Form 10-SB filed August 30, 1999.

            All  documents  filed by the Company  pursuant  to  Sections  13(a),
13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended,  after
the effective date of this  registration  statement and prior to the filing of a
post-effective  amendment which indicates that all securities  offered hereunder
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be  incorporated  by reference  herein and to be a part hereof from
the date of filing of such documents.

Item 4.     Description of Securities

            Not Applicable

Item 5.     Interest of Named Experts and Counsel

            Not Applicable.

Item 6.     Indemnification of Directors and Officers

            Section 5.1 of the Company's By-laws provides that the Company shall
indemnify  its  directors,  officers and agents to the fullest  extent  possible
under the Nevada  General  Corporate Law ("NGCL").  Section 5.1 of the Company's
By-laws in part states that:

                        "(a) The Corporation shall indemnify,  subject
            to the requirements of subsection (d) of this Section, any
            person who was or is a party or is threatened to be made a
            party to any threatened, pending or completed action, suit
            or proceeding, whether civil, criminal,  administrative or
            investigative  (other than an action by or in the right of
            the Corporation),  by reason of the fact that he is or was
            a director, officer, employee or agent of the Corporation,
            or is or was serving at the request of the  Corporation as
            a  director,   officer,   employee  or  agent  of  another
            Corporation,  partnership,  joint venture,  trust or other
            enterprise,  against expenses (including attorneys' fees),
            judgments,  fines and amounts paid in settlement  actually
            and reasonably  incurred by such person in connection with
            such action,  suit or proceeding if he acted in good faith
            and in a manner  he  reasonably  believed  to be in or not
            opposed to the best interests of the Corporation and, with
            respect  to any  criminal  action  or  proceeding,  had no
            reasonable  cause to believe  such  person's  conduct  was
            unlawful.   The   termination  of  any  action,   suit  or
            proceeding

                                 II-1
by judgment, order, settlement,  conviction or upon a plea
            of  nolo  contendere  or its  equivalent,  shall  not,  of
            itself,  create a presumption  that the person did not act
            in good faith and in a manner which he reasonably believed
            to be in or not  opposed  to  the  best  interests  of the
            Corporation  and,  with respect to any criminal  action or
            proceeding,  had  reasonable  cause to  believe  that such
            person's conduct was unlawful.

                        (b) The Corporation  shall indemnify,  subject
            to the requirements of subsection (d) of this Section, any
            person who was or is a party or is threatened to be made a
            party to any  threatened,  pending or completed  action or
            suit by or in the right of the  Corporation  to  procure a
            judgment  in its favor by reason of the fact that he is or
            was  a  director,   officer,  employee  or  agent  of  the
            Corporation  or is or was  serving  at the  request of the
            Corporation as a director,  officer,  employee or agent of
            another corporation,  partnership, joint venture, trust or
            other enterprise,  against expenses (including  attorneys'
            fees) actually and  reasonably  incurred by such person in
            connection  with the defense or  settlement of such action
            or suit if he  acted  in good  faith  and in a  manner  he
            reasonably  believed  to be in or not  opposed to the best
            interests of the Corporation.  Indemnification  may not be
            made  for a  claim,  issue or  matter  as to which  such a
            person  has  been   adjudged  by  a  court  of   competent
            jurisdiction,  after exhaustion of all appeals  therefrom,
            to be liable to the  Corporation  or for  amounts  paid in
            settlement  to the  Corporation,  unless  and  only to the
            extent  that the  court in which  the  action  or suit was
            brought   or  other   court  of   competent   jurisdiction
            determines  upon  application  that  in  view  of all  the
            circumstances  of  the  case,  the  person  is  fully  and
            reasonably  entitled to indemnity for such expenses as the
            court deems proper.

                        (c) To the  extent  that a  present  or former
            director or officer of the Corporation has been successful
            on the merits or otherwise in defense of any action,  suit
            or  proceeding  referred to in  subsection  (a) and (b) of
            this section,  or in defense of any claim, issue or matter
            therein,  the  Corporation  shall  indemnify  such  person
            against expenses (including  attorneys' fees) actually and
            reasonably   incurred   by  such   person  in   connection
            therewith.

                        (d) Any indemnification  under subsections (a)
            and (b) of this section (unless ordered by a court) may be
            made by the Corporation only as authorized in the specific
            case  upon a  determination  that  indemnification  of the
            present or former director,  officer, employee or agent is
            proper in the  circumstances  because  such person has met
            the   applicable   standard   of  conduct   set  forth  in
            subsections   (a)   and   (b)  of   this   section.   Such
            determination  shall be made with  respect to a person who
            is a director or officer at the time of such determination
            (1) by a  majority  vote  of the  directors  who  are  not
            parties to such action,  suit or  proceeding,  even though
            less than a quorum, or (2) if there are no such directors,
            or if such  directors  so  direct,  by  independent  legal
            counsel in a written opinion or (3) by the stockholders."
            and

                        "Expenses incurred by a director,  officer,  employee or
            agent in defending a civil or criminal  action,  suit or  proceeding
            shall be paid by the Corporation in advance of the final disposition
            of such action,  suit or  proceeding  as  authorized by the Board of
            Directors  upon  receipt  of an  undertaking  by or on behalf of the
            director,  officer,  employee  or agent to repay  such  amount if it
            shall  ultimately be determined  that such person is not entitled to
            be indemnified by the Corporation as authorized in this section."

            Section  5.1  of  the  Company's  By-laws  is  consistent  with  the
indemnification  provisions  in the  NGCL  which  allow  for  discretionary  and
mandatory indemnification of a corporation's officers, directors,  employees and
agents.  Section  78.7502  of the  NGCL  provides  for the  general  concept  of
indemnification  and  Section  78.751 of the NGCL  provides  for  authorization,
advance and limitation of such indemnification.

            Section 78.7502 of the NGCL states that:

                        "1. A corporation may indemnify any person who
            was or is a party or is  threatened  to be made a party to
            any  threatened,  pending  or  completed  action,  suit or
            proceeding,  whether civil,

                                 II-2
criminal,  administrative  or  investigative,   except  an
            action by or in the right of the corporation, by reason of
            the fact that he is or was a director,  officer,  employee
            or agent of the  corporation,  or is or was serving at the
            request  of  the  corporation  as  a  director,   officer,
            employee  or agent of  another  corporation,  partnership,
            joint  venture,   trust  or  other   enterprise,   against
            expenses,  including attorneys' fees, judgments, fines and
            amounts  paid  in  settlement   actually  and   reasonably
            incurred by him in  connection  with the  action,  suit or
            proceeding if he acted in good faith and in a manner which
            he reasonably believed to be in or not opposed to the best
            interests  of the  corporation,  and,  with respect to any
            criminal action or proceeding,  had no reasonable cause to
            believe his conduct was unlawful.  The  termination of any
            action, suit or proceeding by judgment, order, settlement,
            conviction  or  upon  a plea  of  nolo  contendere  or its
            equivalent, does not, of itself, create a presumption that
            the person did not act in good faith and in a manner which
            he reasonably believed to be in or not opposed to the best
            interests of the  corporation,  and that,  with respect to
            any criminal action or proceeding, he had reasonable cause
            to believe that his conduct was unlawful.

                        2. A corporation  may indemnify any person who
            was or is a party or is  threatened  to be made a party to
            any threatened,  pending or completed action or suit by or
            in the right of the  corporation  to procure a judgment in
            its  favor  by  reason  of the  fact  that  he is or was a
            director,  officer,  employee or agent of the corporation,
            or is or was serving at the request of the  corporation as
            a  director,   officer,   employee  or  agent  of  another
            corporation,  partnership,  joint venture,  trust or other
            enterprise  against  expenses,  including  amounts paid in
            settlement  and  attorneys'  fees actually and  reasonably
            incurred  by  him  in  connection   with  the  defense  or
            settlement of the action or suit if he acted in good faith
            and in a manner which he  reasonably  believed to be in or
            not  opposed  to the best  interests  of the  corporation.
            Indemnification  may not be made for any  claim,  issue or
            matter as to which  such a person has been  adjudged  by a
            court of competent  jurisdiction,  after exhaustion of all
            appeals therefrom,  to be liable to the corporation or for
            amounts paid in settlement to the corporation,  unless and
            only to the  extent  that the court in which the action or
            suit was brought or other court of competent  jurisdiction
            determines  upon  application  that  in  view  of all  the
            circumstances  of the  case,  the  person  is  fairly  and
            reasonably  entitled to indemnity for such expenses as the
            court deems proper.

                        3. To the  extent  that a  director,  officer,
            employee or agent of a corporation  has been successful on
            the merits or otherwise in defense of any action,  suit or
            proceeding  referred  to in  subsections  1 and  2,  or in
            defense of any claim, issue or matter therein,  he must be
            indemnified by the corporation against expenses, including
            attorneys' fees actually and reasonably incurred by him in
            connection with the defense."

                                 II-3
Section 78.751 of the NGCL states that:

                        "(1) Any  discretionary  indemnification  under  Section
            78.7502 of the NGCL,  unless ordered by a court or advanced pursuant
            to subsection 2, may be made by the  corporation  only as authorized
            in the specific case upon a determination  that  indemnification  of
            the  director,   officer,   employee  or  agent  is  proper  in  the
            circumstances. The determination must be made:

                             (a)   By the shareholders;

                             (b)   By the board of directors by majority vote of
                        a quorum consisting of directors who were not parties to
                        the action, suit or proceeding;

                             (c)   If a majority vote of a quorum  consisting of
                        directors  who were not parties to the  action,  suit or
                        proceeding so orders,  by independent legal counsel in a
                        written opinion; or

                             (d)   If a quorum  consisting of directors who were
                        not parties to the action,  suit or proceeding cannot be
                        obtained,  by  independent  legal  counsel  in a written
                        opinion.

                        (2) The  articles  of  incorporation,  the  bylaws or an
            agreement made by the  corporation  may provide that the expenses of
            officers  and  directors  incurred in  defending a civil or criminal
            action,  suit or proceeding  must be paid by the corporation as they
            are incurred and in advance of the final  disposition of the action,
            suit or  proceeding,  upon receipt of an undertaking by or on behalf
            of the  director or officer to repay the amount if it is  ultimately
            determined  by a  court  of  competent  jurisdiction  that he is not
            entitled to be  indemnified  by the  corporation.  The provisions of
            this  subsection do not affect any rights to advancement of expenses
            to which corporate personnel other than directors or officers may be
            entitled under any contract or otherwise by law.

                        (3) The  indemnification  and  advancement  of  expenses
            authorized in or ordered by a court pursuant to this section:

                             (a) Does not  exclude  any other  rights to which a
                        person   seeking   indemnification   or  advancement  of
                        expenses   may  be  entitled   under  the   articles  of
                        incorporation   or  any   bylaw,   agreement,   vote  of
                        shareholders  or  disinterested  directors or otherwise,
                        for  either  an action in his  official  capacity  or an
                        action  in other  capacity  while  holding  his  office,
                        except that  indemnification,  unless ordered by a court
                        pursuant  to  Section  78.7502  of the  NGCL  or for the
                        advancement  of expenses  made pursuant to subsection 2,
                        may not be  made  to or on  behalf  of any  director  or
                        officer  if a final  adjudication  establishes  that his
                        acts or omissions involved intentional misconduct, fraud
                        or a knowing  violation  of the law and was  material to
                        the cause of action.

                             (b)  Continues  for a person who has ceased to be a
                        director,  officer,  employee or agent and inures to the
                        benefit of the heirs,  executors and  administrators  of
                        such a person."

Item 7.     Exemption From Registration Claimed

            Not Applicable.

                                      II-4
Item 8.     Exhibits.

            Exhibit Index

    4.1     Bio Syntech Canada Inc. Stock Option Incentive Plan.

    4.2     BioSyntech, Inc. Stock Option Incentive Plan.

    5.1     Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.

   23.1     Consent of Ernst & Young LLP.

   23.2     Consent of Olshan Grundman Frome  Rosenzweig & Wolosky LLP (included
            in Exhibit 5.1).

   24.1     Power  of  Attorney   (included  on  the  signature   page  of  this
            Registration Statement).

Item 9.     Undertakings

            The  undersigned  registrant  hereby  undertakes that if the Company
registers securities under Rule 415 of the Securities Act, it will:

            a.    File,  during  any  period in which  offers or sales are being
                  made,  a   post-effective   amendment  to  this   Registration
                  Statement to:

                  1.   Include any  prospectus  required by Section  10(a)(3) of
                       the Securities Act of 1933;

                  2.   Reflect  in the  prospectus  any facts or events  arising
                       after the effective  date of the  Registration  Statement
                       (or the most  recent  post-effective  amendment  thereof)
                       which,  individually  or in the  aggregate,  represent  a
                       fundamental  change in the  information  set forth in the
                       Registration Statement;

                  3.   Include any material information with respect to the plan
                       of   distribution   not   previously   disclosed  in  the
                       Registration  Statement  or any  material  change to such
                       information in the Registration Statement;

                       provided,  however,  that paragraphs (1) and (2) above do
                       not apply if the information required to be included in a
                       post-effective amendment by those paragraphs is contained
                       in periodic  reports filed by the registrant  pursuant to
                       Section  13 or 15(d) of the  Securities  Exchange  Act of
                       1934  that  are   incorporated   by   reference   in  the
                       Registration Statement;

            b.    For  the  purpose  of  determining  any  liability  under  the
                  Securities  Act, each such  post-effective  amendment shall be
                  deemed  to be a new  registration  statement  relating  to the
                  securities   offered   therein,   and  the  offering  of  such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof; and

            c.    Remove  from   registration  by  means  of  a   post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

                                      II-5
SIGNATURES

            Pursuant to the  requirements  of the  Securities  Act of 1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Laval, province of Quebec, Canada, on this 2nd day of
April, 2001

                                      BIOSYNTECH, INC.

                                      By: /s/  Amine Selmani
                                          --------------------------------------
                                          Name: Dr. Amine Selmani
                                          Title: Chief Executive Officer &
                                                 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 this Registration
Statement on Form S-8 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  Registration  Statement on Form S-8 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             Chairman of the Board           April 2, 2001
-----------------------       Chief Executive Officer
    Amine Selmani             & President

                              Director                        April 2, 2001
-----------------------
    Denis N. Beaudry

/s/ Pierre Alary              Director                        March 29, 2001
-----------------------
    Pierre Alary

/s/ Jean-Yves Bourgeois       Director                        April 2, 2001
-----------------------
    Jean-Yves Bourgeois

/s/ Pierre Ranger             Director                        March 29, 2001
-----------------------
    Pierre Ranger

/s/ Anthony Casola
-----------------------       Chief Financial Officer,        April 2, 2001
    Anthony Casola            Principal Financial Officer,
                              Principal Accounting Officer &
                              Secretary

                                      II-6