SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                 SECOND AMENDED
                                  FORM 10-KSB/A

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

                    FOR THE FISCAL YEAR ENDED APRIL 30, 2001

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

        For the transition period from _______________ to _______________.

                         COMMISSION FILE NUMBER 0-28557

                                 HUMATECH, INC.
             (Exact name of registrant as specified in its charter)

                         ILLINOIS                          36-3559839
            (State or other jurisdiction of            (I.R.S.  Employer
             incorporation or organization)            Identification No.)

                 1718 FRY ROAD, SUITE 450
                       HOUSTON, TEXAS                         77084
          (Address of principal executive offices)         (Zip Code)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE   (281) 828-2500

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

     Check  if  there is no disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-B  is  not  contained  in this form, and no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [ X ]

     State  issuer's  revenues  for its most recent fiscal year.       $175,805.

     State  the  aggregate  market  value of voting and non-voting common equity
held  by  non-affiliates  computed by reference to the price at which the common
equity  was  sold, or the average bid and asked prices of such common equity, as
of  a  specified  date within the past 60 days.  (See definition of affiliate in
rule  12b-2  of  the  Exchange  Act.)  $2,505,391, based on the closing price of
$0.53  for  the  common  stock  on  August  7,  2001.

     Indicate  the  number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.  As of August 7, 2001, there
were  10,390,593  shares  of common stock, no par value, issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

     If  the following documents are incorporated by reference, briefly describe
them and identify the part of the form 10-KSB (e.g., Part I, Part II, etc.) into
which  the  document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").  The listed
documents  should be clearly described for identification purposes (e.g., annual
report  to  security  holders  for  fiscal year ended December 24, 1990).  None.

                     Transitional Small Business Disclosure
                               Format (check one):

                              Yes        No   X
                                  -----     -----

<PAGE>
                                 HUMATECH, INC.

                                TABLE OF CONTENTS
                                -----------------

                                     PART I

ITEM  1     Description  of  Business

ITEM  2     Description  of  Property

ITEM  3     Legal  Proceedings

ITEM  4     Submission  of  Matters  to  a  Vote  of  Security  Holders


                                     PART II

ITEM  5     Market  for  Common  Equity  and  Related  Stockholder  Matters

ITEM  6     Management's  Discussion  and  Analysis  or  Plan of Operations

ITEM  7     Financial  Statements

ITEM  8     Changes  In  and  Disagreements  With  Accountants on Accounting and
            Financial  Disclosure


                                    PART III

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

ITEM  10    Executive  Compensation

ITEM  11    Security  Ownership  of  Certain  Beneficial Owners and Management.

ITEM  12    Certain  Relationships  and  Related  Transactions.

ITEM  13    Exhibits  and  Reports  on  Form  8-K.

<PAGE>

                                     PART I

EXPLANATORY  NOTE

Humatech,  Inc.  has  restated  its  Annual Report on Form 10-KSB.   This Annual
Report  is  for the year ended April 30, 2001, and was originally filed with the
Commission  on  August  10, 2001, and amended on September 21, 2001.  References
throughout this Annual Report are accurate as of the date originally filed.  The
Company  has  not  undertaken  to  update  all of the information in this Annual
Report,  but  instead  has updated only those areas related to the restatements.
Please read all of the Company's filings with the Commission in conjunction with
this  Annual  Report.

This Annual Report includes forward-looking statements within the meaning of the
Securities  Exchange  Act  of  1934  (the "Exchange Act").  These statements are
based  on  management's  beliefs  and  assumptions, and on information currently
available  to  management.  Forward-looking  statements  include the information
concerning  possible  or assumed future results of operations of the Company set
forth  under  the  heading  "Management's  Discussion  and Analysis of Financial
Condition  or  Plan  of  Operation."  Forward-looking  statements  also  include
statements  in  which  words  such as "expect," "anticipate,"  "intend," "plan,"
"believe,"  "estimate,"  "consider"  or  similar  expressions  are  used.

Forward-looking  statements  are  not  guarantees  of  future performance.  They
involve  risks, uncertainties  and assumptions.  The  Company's  future  results
and shareholder values may differ  materially  from  those  expressed  in  these
forward-looking  statements.  Readers are cautioned not to put undue reliance on
any  forward-looking  statements.


                                        1
<PAGE>
ITEM  1  -  DESCRIPTION  OF  BUSINESS

HISTORY

     Humatech,  Inc.  was  originally  incorporated  in the State of Illinois on
February  2,  1988  under  the name of Midwest Enterprise Consultants, Inc. as a
consulting  and marketing service company.  From our inception until April 1997,
we  were  engaged  primarily  in  the business of providing consulting services.

     On  April  6,  1997,  we acquired all of the assets and certain liabilities
from  International Humate Fertilizer Co., a Nevada corporation located in Mesa,
Arizona and wholly-owned by our Chairman, David G. Williams.  On  May  5,  1997,
we  changed  our  name to Humatech, Inc. to  more  accurately  reflect  our  new
business of the development, manufacture, and sale of carbon-based  animal  feed
supplements  and  fertilizer  products.

BUSINESS  OVERVIEW

Industry  Overview
------------------

     In  1980,  the  United  States  Department of Agriculture released a report
entitled  Report  and Recommendations on Organic Farming that cited the concerns
expressed  by  farmers,  environmental  groups, and the general public about the
adverse  effects  the petroleum-based U.S. agriculture production system has had
on  the productive capacity of U.S. soils.  They were especially concerned about
the extensive use of cash crops and agricultural chemicals, both fertilizers and
pesticides.  Among  the  major  concerns  were:

     -  Increased  cost  of, and dependence on, external inputs of chemicals and
        energy;

     -  Continued  decline  in soil productivity from excessive soil erosion and
        nutrient  runoff  losses;

     -  Contamination of surface and groundwater from fertilizer and pesticides;

     -  Hazards  to  human and animal health and to food quality and safety from
        agricultural  chemicals;

     -  Demise  of  the  family  farm  and  localized  marketing  system.

     As  a  result  of  these  concerns  and others, a new philosophical view of
agriculture,  termed  "sustainable  agriculture",  has developed.  A sustainable
agriculture  system  centers  around  the need to develop a more environmentally
compatible  agricultural  system, one that has a long-term dimension, makes more
efficient  use  of  energy,  does  not  destroy  the  ecological  balance of the
environment,  is  non-polluting, and is favorable for the survival of humans and
all  other  species.

     A brief discussion of several important terms will clarify the significance
of  humic  substances,  what  we  do  and  propose to do in the future, and what
products  and  services  will  be  marketed.

     -  ORGANIC  MATTER:  Organic  matter  is  a  grouping  of carbon containing
     compounds  which  have  originated  from  living beings and deposited on or
     within  the earth's structural components. Soil organic matter includes the
     remains  of  all  plant  and animal bodies which have fallen on the earth's
     surface  or purposely applied by man in the form of organically synthesized
     pesticides.  When  organic  matter is burned, there remains a residual ash.
     The  residual  ash  is composed of the minerals, trace elements required by
     plants  and  animals  during  their  normal  growth processes. Thus organic
     matter  contains  mineral  elements  required  by  plants  and  animals.

                                        2
<PAGE>
     -  HUMUS:  Humus  is a brown to black variable complex of carbon containing
     compounds  not  recognized  under a light microscope as possessing cellular
     organization  in  the  form  of plant and animal bodies. Humus is separated
     from  the  non-humic  substances such as carbohydrates (a major fraction of
     soil  carbon),  fats,  waxes,  alkanes,  peptides,  amino  acids, proteins,
     lipids,  and  organic acids by the fact that distinct chemical formulae can
     be  written  for these non-humic substances. Microorganisms within the soil
     rapidly  degrade  most small molecules of non-humic substances. In contrast
     soil  humus  is  slow to decompose (degrade) under natural soil conditions.
     When  in combination with soil minerals, soil humus can persist in the soil
     for several hundred years. Humus is the major soil matter component, making
     up  65% to 75% of the total. Humus assumes an important role as a fertility
     component  of  all  soils,  far in excess of the percentage contribution it
     makes  to  the  total  soil  mass.

     -  HUMIC  SUBSTANCES:  Humic  substances are the components of humus and as
     such  are  high molecular weight compounds that together form the brown and
     black  hydrophilic,  molecularly  flexible,  polyelectrolytes called humus.
     They function to give the soil structure, porosity, water holding capacity,
     cation  and  anion  exchange,  and are involved in the chelation of mineral
     elements. Humic substances can be subdivided into three major fractions (1)
     humin,  (2)  humic  acids,  and  (3)  fulvic  acids.

     -  HUMATES:  Humates  are  metal  (mineral) salts of humic or fulvic acids.
     Within  any  humic  substance,  there  are a large number of complex humate
     molecules,  and  the  humate  composition  of  any  one  humic substance is
     specific  for  the  substance. Thus there exists a large variability in the
     molecular  composition  of  different  humic  substances.

     The  most  biochemically  active and plant responsive components of fertile
soil are humic and fulvic acids.  The decisions to replace and maintain adequate
levels  of  humic/fulvic  acids  in  the  soil  creates  a positive economic and
ecological impact.  Humic acids are the end result of the decomposition of plant
and animal matter, which exist in the final phase of the humification process of
soils.  Humification is the process wherein crop residues, leaves, stalks, cover
crops,  manure's,  etc., are first broken down by soil micro-organisms.  Various
enzymes, fungi and bacteria then break  down  the  cellulose.  Further  activity
and breakdown by  very  specific  fungi  and  bacteria  finally  result  in  the
mineralization  of humic acids from the material that is commonly referred to as
"humus".  Simply  put,  humic  acids  are derived from various organic materials
that  are  commonly  turned  under  by  farmers  throughout  the world to derive
well-known  benefits.

     Humic  substances  play a vital role in soil fertility and plant and animal
nutrition.  Plants grown on soils which contain adequate humin, humic acids, and
fulvic  acids  are less subject to stress, are healthier, produce higher yields,
and  as  a  result  the  nutritional  quality  of  harvested foods and feeds are
superior.  The  value  of humic substances in soil fertility and plant nutrition
relates  to the many functions these complex organic compounds perform as a part
of  the  life  cycle on earth.  The life-death cycle involves a recycling of the
carbon containing structural components of plants and animals - through the soil
and  air  -  and  back  into  the  living  plant,  and  animal.

                                        3
<PAGE>
     Humates  are commercially obtained from large layers of oxidized leonardite
deposits  in  the  earth  formed by decomposition of organic material.  In their
natural  state,  humic  acids  are  acidic  in nature, and completely insoluble.
Humatech  has  developed a process whereby humic acids are extracted in a manner
that  will  produce a viable, efficacious product that consistently exhibits the
attributes  expected  by  all  concerned.

Our  Fertilizer  Products
-------------------------

     We  manufacture  and  distribute organic based fertilizer products to three
primary  groups:  (A)  growers  of  agricultural  crops,  (B)  golf  courses and
commercial  landscapers, and (C) mass merchandisers and independent nurseries in
the  lawn  and  garden market.  Our fertilizer products accounted for 64% of our
sales  last  year.

     In  the  agriculture  market,  we  offer the following fertilizer products:

     -  AGRI-HUME (Chipped or Powder). A highly oxidized, salt free, carbon-rich
     leonardite  specifically blended to provide the highest quality and richest
     concentration  of  humic  and  fulvic  acids available. It contains over 40
     naturally  occurring  elements.

     - MAXIMIZE. A multi-functional humic and fulvic acid liquid blend. MAXIMIZE
     increases  nutrient  uptake,  accelerates  root growth, reduces fruit shed,
     provides  even  maturity,  and  acts  as  a  food  source  for  beneficial
     micro-organisms.  MAXIMIZE  is also effective as an extender for herbicides
     and  fungicides.

     -  SLINGSHOT.  A concentrated liquid fulvic acid extract. Due to its unique
     carbon  based  molecular  structure,  SLINGSHOT  a very effective chelating
     compound  and  may  be  piggybacked  with  insecticide  applications.

     -  NITRO-PLUS  (18-0-0).  This  product  has a liquid humic and fulvic acid
     base,  the  same  as  in  the  product  MAXIMIZE, and is fortified with 18%
     nitrogen,  which enhances the delivery of nitrogen to the plant in the most
     compatible  salt  free form available. This product may also be piggybacked
     with  insecticide  application.

     -  MACRO-PLUS  (8-16-4).  This  product  has a liquid humic and fulvic acid
     base,  the same as in the product MAXIMIZE, and is fortified with N-P-K and
     selected  trace  elements.  Designed  for  use  as  a major nutrient foliar
     fertilizer  to  promote  bloom and fruit set, reduce shedding, and act as a
     natural  plant  growth regulator. This product may also be piggybacked with
     insecticide  application.

     - IRON-PLUS (12-0-0). This product has a liquid humic and fulvic acid base,
     the  same  as  in the product MAXIMIZE, and is fortified with 12% nitrogen,
     plus  4%  Iron,  6% sulfur, 1% zinc, 1% calcium, .5% manganese and selected
     trace  elements. A product for foliar applications on citrus and turf where
     iron uptake is limited by excessive soil-based salts. This product may also
     be  piggybacked  with  insecticide  applications.

     - ZINC-PLUS (12-0-0). This product has a liquid humic and fulvic acid base,
     the  same  as  in the product MAXIMIZE, and is fortified with 12% nitrogen,
     plus  4%  zinc,  6% sulfur, 1% iron, 1% calcium, .5% manganese and selected
     trace  elements.  A  product  designed  to  help  retard plant shutdown and
     decrease shedding which is best utilized for late season foliar application
     on  cotton  and  other row crops. This product may also be piggybacked with
     insecticide  applications.

                                        4
<PAGE>
     -  CALCIUM-PLUS  (13-0-0).  This product contains 12.5% calcium in a fulvic
     acid  base.  This  truly  soluble  calcium and nitrogen provides fast plant
     growth  and  reduced  shed  of blooms and fruit. Boron can be added to this
     combination  and  will  eliminate blossom end rot in most flowering plants.

     In  the  golf  course,  commercial  landscaping,  and home, lawn and garden
market,  we  offer  the  following  fertilizer  products:

     -  ORGANIC  ADVANTAGE  HOUSE  PLANT  SOLUTION  READY  TO USE. A pre-diluted
     product  ready  to  use  foliar spray for house plants which enhances plant
     growth  and bloom setting, increases plant health, and greens house plants.

     -  ORGANIC ADVANTAGE SOIL BUILDER. A multi-functional humic and fulvic acid
     liquid  extract  that  will  accelerate  the  release  humic  material that
     improves  soil  structure,  fertility,  optimizes  plant  health, maximizes
     garden  crop yield and acts as a food source for beneficial microorganisms,
     and  enhances  the  effectiveness  of  fertilizers.  When  diluted, ORGANIC
     ADVANTAGE  SOIL  BUILDER  is  also  effective as a transplant solution that
     eliminates  the  shock  of  transplanting potted plants, trees, and shrubs.

     -  ORGANIC  ADVANTAGE LAWN FOOD. This product, fortified with 18% nitrogen,
     helps carry nitrogen delivery to the plant  in  the  most  compatible  salt
     free form  available,  thus  maximizing plant response  to  the  uptake  of
     nitrogen  without burning lawns.  This  product  may  also  be  piggybacked
     with insecticide  application.

     -  ORGANIC  ADVANTAGE  PLANT  FOOD.  The  product  is  fortified with N-P-K
     (8-16-4)  and  selected trace elements which is designed for use as a major
     nutrient foliar fertilizer to promote bloom and fruit set, reduce shedding,
     and  improve  garden  production. Its unique  salt  free  composition  will
     not  burn  foliage.  This  product  may  be  piggybacked  with  insecticide
     applications.

     -  ORGANI-GRO  COMPLETE.  A  fortified chipped or powder based 8-12-4 truly
     complete humate based plant food and soil conditioner that greatly enhances
     the  plant  vigor and color, and improves overall soil health. This product
     is  a  highly  oxidized,  salt  free,  carbon-rich  leonardite specifically
     blended  to  provide the highest quality and richest concentration of humic
     and  fulvic  acids  available  and  over  40  naturally occurring elements.

Our  Animal  Feed  Supplements  Products
----------------------------------------

     We also manufacture and distribute organic based animal feed supplements to
the animal feeding industry.  Sales of our animal feed supplements accounted for
10%  of  our  sales  last year.  Our animal feed supplement products consist of:

     -  Promax  LPX1605,  LPX1616,  and DPX4610. All are organic, non-toxic feed
     ingredients  that  have been field tested to provide the following results:
     1)  provide  an  all-natural  source  of  nutritional iron; 2) increase the
     viability  of  rumin  in  stomachs  of  ruminant animals; 3) reduce feedlot
     animal  waste;  4)  increase average daily weight gain; 5) reduce (improve)
     feed  conversion  ratio;  6)  reduce  stress  from  shipping  fever; and 7)
     increase  calcium  intake.  All the data on the benefits of our LPX and DPX
     products  have  been  gathered  from  scientific  research  from  extensive
     research  trials  at  Texas  A&M  University.

                                        5
<PAGE>
     -  PROMAX.  An  organic,  non-toxic  feed  ingredient used for non-ruminant
     animals  that  accomplishes  the following: 1) reduces feedlot animal waste
     order;  2)  increases average daily weight gain; 3) reduces (improves) feed
     conversion  ratio;  4)  reduces stress from shipping fever. All the data on
     the  benefits  of  PROMAX  have been gathered from scientific research from
     extensive  research  trials  at  Texas  Tech  University.

Our  Bio-Remediation  Products
------------------------------

     We  manufacture  a  limited  line of products that assist in the removal of
contaminants  from  the  soil.  Our bio-remediation products did not account for
any  of  our  sales  last year, and are not expected to account for any material
portion of our  sales  in  the  fiscal  year  ended  April  30,  2002.  Our bio-
remediation  products  are:

     -  SALT  AWAY  and BIOLIMINATE. This two-product-line system is designed to
     bio-remediate soils on site for removal of salt and oil contamination. SALT
     AWAY  is  a  multi-component aqueous solution which, when properly applied,
     reduces  excess  salt  in  the  soil to a level that allows plant growth to
     begin again. BIOLIMINATE markedly accelerates the biodegradation of organic
     hazardous  waste in the soil. BIOLIMINATE addresses two factors which limit
     the  biodegradation  process:  1)  The  lack of homogeneous exposure of the
     contaminant  to indigenous or applied bacteria, and 2) the viability of the
     bacteria  available  to  metabolize  the  contaminant.

Distribution  of  Our  Products
-------------------------------

     In  general,  we  will  utilize three formal channels of distribution.  The
first  is a network of 250 agriculture dealers/distributors who will continue to
represent  and  expand  the sales volume of our products in the agricultural row
crop  segment in almost every state.  The second is direct sales representatives
who  will market and distribute products through large established buyer groups,
and  distributors  into  selected  markets  such as the lawn and garden and home
improvement  markets,  geographical  areas  not  represented  by  an established
dealer/distributor  network  and  key accounts.  The third channel is the use of
executive sales on strategic key accounts, and the international segment will be
managed  by  Company  management  on  a  selective  basis.  As  the accounts and
segments  become  active clients, the involvement of our executives and Advisory
Board  Members  will  decrease  as  direct  sales  representatives  are assigned
specific  responsibility  to  the  clients.

     The  small  firms  that  do  exist  in  the  humate  industry  to  not have
established,  specific,  and  formal  channels of distribution.  The competition
uses  direct  sales by executives and owners in regional areas where the product
is  produced.  Market  penetration  is  very  difficult  beyond  their sphere of
influence.

     Several  channels  are  necessary  due  to  the type, nature, and number of
customer  profiles,  geography, seasonal variations, and efficient use of funds.
The  current  sales  and  marketing  strategy is to maximize market coverage and
efficiency  with  a  minimum  amount of cost to optimize sales revenues.  As the
Company  grows  in  revenues  and  geographical size, it is anticipated that the
distribution  channels  and  the sales and marketing organization will change to
meet  market  demands.  Our distribution channels outlined by market segment are
summarized  as  follows:

                                        6
<PAGE>
Market Segments              Executive Sales  Direct Sales  Distributors/Dealers
---------------------------  ---------------  ------------  --------------------
Agriculture-Row Crop                              XX                XX
Animal Feed Ingredient              XX            XX                XX
Lawn/Garden/Home Improvement                      XX                XX
Bioremediation                                    XX                XX
International                       XX                              XX

Raw  Materials  and  Manufacturing  Our  Products
-------------------------------------------------

     We  purchase  a  significant amount of chemicals and raw materials from the
open  market.  The  majority  our  humates are purchased from a single supplier,
controlled  by  our  Chairman  David G. Williams, because the product is made to
specific  formulation  not known to other suppliers and at a significantly lower
price  than  other  suppliers.

Competition
-----------

     The market place does not have any significant competitors, with respect to
size, financial strength, and market distribution, that manufacture humate-based
trace  element  products  and animal feed ingredients.  The financial and market
strengths  of  competitive  firms  do not present any major competitive factors.
Although  some  of the subject companies have been in business a long time, they
are  regional  in  scope  and  their  experience limits their sales to the local
client  and  type of crops grown.  Most of the companies are small, independent,
and  geographically  restricted which manufacture and market a very limited type
of  dry product or liquid humic acid into the agricultural crops arena.  We will
assist  our  distributors  that  are  established  in  that  same  area, through
technical  support,  local  advertising,  and  customer  service.

     We  intend to establish ourselves in the market by providing a high quality
product  at  a  reasonable  cost  to  the customer, and by providing exceptional
personal  service through our distribution channels.  We believe that, given the
choice, most consumers of our  products  would  choose  to  use environmentally-
friendly  products  over  chemical-based  products.

Hoof  and  Mouth  Disease  Breakout  in  European  Union
--------------------------------------------------------

     In February 2001, an outbreak of Hoof and Mouth Disease occurred throughout
the  United  Kingdom,  and  later in parts of Europe.  As a result, there was an
immediate  ban on the sale and shipment of almost all products to local farmers.

     At  the  time of the outbreak, we had, through Humatech, Ltd., started test
trials  with  one  of the largest pig breeding and genetics companies in the UK,
had  met  with  at  least  five  potential  new customers in the area, and had a
purchase  order  for  $250,000 of our fertilizer products.  As a result of these
developments,  we  had purchased a large amount of inventory.  When the outbreak
occurred,  all  sales were cancelled, as were the test trials, leaving with us a
larger-than-usual  amount  of  inventory  and  reduced  sales.

     As  a  result of the outbreak, we have focused our efforts primarily in the
United  States,  and  our management believes that we can sustain our operations
without  overseas  sales.  However, when Hoof and Mouth Disease is under control
again  in  the  UK,  we intend to re-approach our potential customers and pursue
sales  overseas  again.

                                        7
<PAGE>
Patents  and  Trademarks
------------------------

     We  have  applied  for  and  received  trademark protection for most of our
product  names.  We have applied for and received two patents.  The first was an
application  for  an  "animal  feed  additive containing humates and a method of
using  this additive", applied for in 1999.  The second was an application for a
"Positive  Displacement  Pump",  applied  for  in  2001.

     We  rely  on  intellectual  property  laws  and confidentiality and license
agreements  with key employees, customers and others to protect our intellectual
property rights.  Because of the complexity  and  growing  importance  of intel-
lectual  property  rights,  there  can  be  no assurance that we will be able to
protect  our  proprietary  rights  on  a  global basis. Moreover, the expense of
enforcing  our rights may limit or prohibit us from effective protection. To the
extent  we  engage  in any activity that is found to be the proprietary right of
another,  we  may  have  to  cease  or  obtain  a  license.

Research  and  Development
--------------------------

     During  the  last  two fiscal years, we have spent approximately 25% of our
personnel  resources,  and  10%  of  our  financial  resources,  on research and
development  activities.  These  costs  are  borne  primarily by us, and are not
directly  passed  on  to  our customers except in the appropriate pricing of our
products.

Environmental  Matters
----------------------

     We  currently  are,  and  will  continue  to  be,  subject to extensive and
frequently  changing  federal,  state  and local laws and substantial regulation
under  these  laws  by  governmental  agencies,  including  the  United  States
Environmental  Protection  Agency  (EPA),  the  Occupational  Safety  and Health
Administration  (OSHA), various state agencies and county and local authorities.
Among  other things, these regulatory  bodies  impose  requirements  to  control
air, soil,  and  water  pollution,  to  protect against occupational exposure to
chemicals,  including  health  and  safety risks, and to require notification or
reporting  of  the  storage,  use and release of certain hazardous chemicals and
substances.  There  can be no assurance that we will not be subject to claims of
employees  relating  to  future  exposure to hazardous chemicals and substances,
which  could have a material adverse effect on our results of operations.  If we
fail  to  comply  with  applicable  laws and regulations, we could be subject to
civil  remedies,  including  fines and injunctions as well as potential criminal
sanctions,  which  could  have  a  material  adverse  effect  on  our results of
operations.

     Federal  and  state authorities do not regulate the manufacture and sale of
our  specific  products.  As a result, compliance with regulatory authorities is
not  a  material  expense,  nor  does it currently have a material impact on our
potential  profitability.  We  have  obtained all required general state permits
and  licenses  to  operate  our  facilities.  There can be no assurance that our
operations  and profitability will not be subject to more restrictive regulation
or  increased  taxation  by  federal,  state,  or  local  agencies.

Inflation
---------

     Inflation has not historically been a material factor in our operations and
is  not  expected  to  have  a  material impact on our operations in the future.

Foreign  Operations
-------------------

     In  November  1998,  we  entered into a letter of intent for the purpose of
establishing  a joint venture to promote and sell our products into the European
Union  of  Countries.  On  November  12,  1998,  we  formed  a  new entity named
Humatech,  Ltd.,  of  which  we  own a 45% interest, with the remaining interest
owned  by  European-based  investors.  We  conduct  business with Humatech, Ltd.
under  equal  terms and conditions to those of domestic sales to unrelated third
parties.  Sales  to  Humatech,  Ltd.  accounted  for 15% of our sales last year.

Employees
---------

     As  of  August  7,  2001,  we  employed  a total of seven full-time and two
part-time  employees,  two  of  which  were officers, 3 of which were engaged in
manufacturing  activities,  3 of which were engaged in sales activities, and one
of  which  was  engaged  in  administrative  activities.

ITEM  2  -  DESCRIPTION  OF  PROPERTY

     We  maintain  our  executive  and  administrative offices at 1718 Fry Road,
Suite  450,  Houston,  Texas  77084.  We  are  subject to a three (3) year lease
which  expires on January 31, 2002 with monthly rental payments of approximately
$1,418.  The lease contains an option to renew for an additional three (3) years
at  the  then  current  market  rental  rates.

     Our  warehouse,  manufacturing  and  distribution facility is located 27711
Katy  Freeway,  Katy,  Texas  77494.  We executed a one (1) year operating lease
for  this  facility  on  September 1, 2002, which is now a month-to-month lease,
requiring  monthly  payments  of  approximately  $1,800.  At  this  facility, we
maintain  all  of our manufacturing equipment.  We anticipate that this facility
will be sufficient to handle our warehouse and production requirements until our
sales  exceed  approximately  $5  to  $6  million  annually.

                                        8
<PAGE>

ITEM  3  -  LEGAL  PROCEEDINGS

     We  are not currently involved in any legal proceedings as either plaintiff
or  defendant,  nor  are we currently aware of any threatened legal proceedings.

ITEM  4  -  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     No  matters  were  submitted  to  a vote of the security holders during the
fiscal  year.

                                        9
<PAGE>
                                     PART II

ITEM  5  -  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

MARKET  INFORMATION

     Our common stock is traded on the OTC Bulletin Board under the symbol HUMT.
Our common stock is only traded on a limited or sporadic basis and should not be
deemed  to  constitute  an  established  public  trading  market.  There  is  no
assurance  that  there  will  be  liquidity  in  the  common  stock.

     Below is a table indicating the range of high and low transaction price for
the  common  stock  for  each quarterly period within the most recent two fiscal
years.  The  information  reflects  inter-dealer prices, without retail, markup,
markdown  or  commission  and  may  not  represent  actual  transactions.
<TABLE>
<CAPTION>
<S>   <C>           <C>                                               <C>       <C>
                                                                          PRICES
      FISCAL YEAR   PERIOD                                             HIGH     LOW
      -------------------------------------------------------------------------------

      2001          First Quarter (May 1, 2000 - July 31, 2000) . .    3.00     1.50
                    Second Quarter (Aug 1, 2000 - Oct 31, 2000) . .    2.00     0.41
                    Third Quarter (Nov 1, 2000 - Jan 31, 2001). . .    0.78     0.38
                    Fourth Quarter (Feb 1, 2001 - April 31, 2001)      0.56     0.36

      2000          First Quarter (May 1, 1999 - July 31, 1999) . .    5.13     0.16
                    Second Quarter (Aug 1, 1999 - Oct 31, 1999) . .    4.69     1.44
                    Third Quarter (Nov 1, 1999 - Jan 31, 2000). . .    4.06     1.81 (1)
                    Fourth Quarter (Feb 1, 2000 - April 31, 2000)      3.13     1.00

      2002          First Quarter (May 1, 2001 - July 31, 2001) . .    0.90     0.36
</TABLE>

(1)     During  the  period  from  December  10,  1999 to February 29, 2000, the
Company's  common  stock was de-listed from the OTC Bulletin Board and traded on
the  Pink  Sheets.  As  a  result,  historical  prices  are  unavailable.

HOLDERS

     As  of  April  30,  2001,  and August 7, 2001, there were approximately 115
holders  of  record  of  the  common  stock.

DIVIDEND  POLICY

     We  have  never  declared  or  paid  cash dividends on the common stock and
anticipate  that  all  future  earnings  will be retained as working capital and
business  expansion.  The  payment  of  any future dividends will be at the sole
discretion  of  the board of directors and will depend upon, among other things,
future  earnings,  capital  requirements,  our  financial  condition and general
business conditions.  Therefore, there can be no assurance that any dividends on
the  common  stock  will  be  paid  in  the  future.

                                       10
<PAGE>
RECENT  SALES  OF  UNREGISTERED  SECURITIES

     In  May  2000,  we  issued 77,000 shares of restricted, unregistered common
stock to Linzy Capital, Inc. of Las Vegas, Nevada for the performance of various
public  relations,  capital  acquisition  and  other  financial  services.  This
transaction  was  valued  at approximately $96,250, which equaled the discounted
closing  price  of the Company's common stock as quoted on the NASDAQ Electronic
Bulletin  Board on the trade date closest to the transaction date and charged to
operations  at  the time of issuance.  The issuance was exempt from registration
pursuant  to  section  4(2)  of  the  Securities  Act  of  1933.

     In  June,  2000,  we  issued  an  aggregate  77,778  shares  of restricted,
unregistered common stock to White Mountain Capital Group, LLC of Highland, Utah
for  cash  proceeds  of  approximately  $70,000,  which  was  in  excess  of the
discounted  closing  price of the Company's common stock as quoted on the NASDAQ
Electronic  Bulletin  Board  on  the trade date closest to the transaction date.
The  issuance  was  exempt  from  registration  pursuant  to section 4(2) of the
Securities  Act  of  1933.

     In  August  2000,  we  issued  an  aggregate  44,000  shares of restricted,
unregistered  common  stock  to four shareholders for various services, as noted
below.  These transactions were valued at an aggregate of approximately $44,000,
which  equaled  the  invoiced  price  of  the related services by the respective
service provider and the agreed-upon number of shares to be issued in settlement
between  both  parties.  Further,  the  valuation  of  these  transactions  also
approximated  the  discounted quoted closing price of the Company's common stock
on  the  date  of  the transaction and were charged to operations at the time of
issuance.  The  issuances were exempt from registration pursuant to section 4(2)
of  the  Securities  Act  of  1933.

     Kark  Kuehn  -  TurboFeeder  design  -  3,000  shares  valued  at  $3,000
     Eric  Hooper  -  Website  design  and maintenance - 15,000 shares valued at
     $15,000
     Gerry  Hooper  -  Website  design  and maintenance - 1,000 shares valued at
     $1,000
     deJong  &  Associates  -  various public relations, capital acquisition and
     other  financial  services  -  25,000  shares  valued  at  $25,000.

     Note that Eric Hooper is the son-in-law of David G. Williams, President and
controlling  shareholder  of  the  Company.

     In  September  2000,  we  issued 439,096 shares of restricted, unregistered
common  stock  to  U.S.  Finance,  Inc.,  a  corporation affiliated with John D.
Rottweiler, the Company's Vice President and Chief Financial Officer, in payment
of  outstanding debt of approximately $217,877 and accrued, but unpaid, interest
of approximately $45,581.  The issuance was exempt from registration pursuant to
section  4(2)  of  the  Securities  Act  of  1933.

     In  September  2000, we issued 1,007,030 shares of restricted, unregistered
common  stock  to John Duke Rottweiler, son of John D. Rottweiler, the Company's
Vice  President  and  Chief Financial Officer, in payment of outstanding debt of
approximately  $554,450  and  accrued,  but  unpaid,  interest  of approximately
$49,568.  The  issuance was exempt from registration pursuant to section 4(2) of
the  Securities  Act  of  1933.

     In  September  2000,  we  issued  77,500 shares of restricted, unregistered
common stock to Ronald Issacson of Apache Junction, Arizona for cash proceeds of
approximately  $50,000,  which  approximated the discounted closing price of the
Company's  common stock as quoted on the NASDAQ Electronic Bulletin Board on the
trade  date  closest  to  the  transaction  date.  The  issuance was exempt from
registration  pursuant  to  section  4(2)  of  the  Securities  Act  of  1933.

                                       11
<PAGE>
     In  December  2000  and  March  2001, we issued 50,000 and 33,334 shares of
restricted,  unregistered  common  stock, respectively, to Newel Barney of Mesa,
Arizona  for  cash  proceeds of approximately $30,000 and $20,000, respectively,
which  was  in  excess  of  the discounted closing price of the Company's common
stock  as  quoted  on  the  NASDAQ  Electronic  Bulletin Board on the trade date
closest  to  the  transaction  date.  The  issuance was exempt from registration
pursuant  to  section  4(2)  of  the  Securities  Act  of  1933.

     In  February  and  March  2001,  we  issued  62,500  and  35,500  shares of
restricted, unregistered common stock, respectively, to Clifford Barber of Mesa,
Arizona  for  cash  proceeds of approximately $25,000 and $14,199, respectively,
which  was  in  excess  of  the discounted closing price of the Company's common
stock  as  quoted  on  the  NASDAQ  Electronic  Bulletin Board on the trade date
closest  to  the  transaction  date.  The  issuance was exempt from registration
pursuant  to  section  4(2)  of  the  Securities  Act  of  1933.

     In  February  2001,  we  issued  13,000  shares of restricted, unregistered
common  stock to Wall Street Daily Press Services for the performance of various
public  relations  and other financial services.  This transaction was valued at
approximately  $6,500,  which  equaled  the  discounted  closing  price  of  the
Company's  common stock as quoted on the NASDAQ Electronic Bulletin Board on the
trade date closest to the transaction date and charged to operations at the time
of issuance.  The issuance was exempt from registration pursuant to section 4(2)
of  the  Securities  Act  of  1933.

     In  March  2001, we issued 18,741 shares of restricted, unregistered common
stock to James Adair of Mesa, Arizona for cash proceeds of approximately $7,496,
which  was  in  excess  of  the discounted closing price of the Company's common
stock  as  quoted  on  the  NASDAQ  Electronic  Bulletin Board on the trade date
closest  to  the  transaction  date.  The  issuance was exempt from registration
pursuant  to  section  4(2)  of  the  Securities  Act  of  1933.

     All  the  proceeds of the above offerings, unless otherwise indicated, were
used  for  general  working  capital  purposes.


                                       12
<PAGE>
ITEM  6  -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

     The  following  discussion contains certain forward-looking statements that
are  subject  to  business  and economic risks and uncertainties, and our actual
results  could  differ  materially  from  those forward-looking statements.  The
following  discussion  regarding  our  financial  statements  should  be read in
conjunction  with  the  financial  statements  and  notes  thereto.

QUALIFIED  REPORT  OF  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS

     Our  independent  accountant  has  qualified  his  report, stating that the
audited  financial  statements of Humatech, Inc. for the period ending April 30,
2001  have  been prepared assuming the company will continue as a going concern.
They  note  that the Company's continued existence is dependent upon its ability
to  generate  sufficient  cash  flows  from  operations  to  support  its  daily
operations  as  well  as  provide  sufficient  resources  to  retire  existing
liabilities  and  obligations  on  a  timely  basis.

RESULTS  OF OPERATIONS FOR THE YEAR ENDED APRIL 30, 2001 AS COMPARED TO THE YEAR
ENDED  APRIL  30,  2000.

     During  the year ended April 30, 2001, the Company reported net revenues of
$175,805,  as compared to $244,493 for the year ended April 30, 2000, a decrease
of approximately 28 %.  Of the $175,805 in net revenues for the year ended April
30,  2001,  $154,685  (88%) were from domestic sources, while $21,120 (12%) were
from  sales  to  Humatech,  Ltd.,  a  related  party joint venture in the United
Kingdom.  As  of  April  30,  2001,  and  for  the  year then ended, the Company
conducts  business  with this foreign entity under equal terms and conditions to
those  of  domestic  sales  to  unrelated third parties.  Foreign sales remained
relatively  constant  from  2000  to  2001,  decreasing from $37,079 to $21,120.

     For  the  year ended April 30, 2001, the Company had cost of sales equal to
$225,164,  or  128%  of  net  revenues,  as compared to $90,145, or 36.8% of net
revenues,  for the year ended April 30, 2000.  This increase in cost of sales as
a  percentage of net revenues is due primarily to loss of operating efficiencies
associated  with  a  lower  level  of  sales.

     Gross  profit  was  equal to a loss of $49,359, or 28% of net revenues, for
the  year ended April 30, 2001, as compared to $154,348, or 63% of net revenues,
for  the  year ended April 30, 2000.  As discussed above, this decrease in gross
profit  as  a percentage of net revenues is due primarily to decreased operating
efficiencies  associated  with  a  lower  level  of  sales.

     During  the  year  ended  April  30,  2001,  the Company incurred operating
expenses  of  $958,371, resulting in an operating and net loss of $1,007,730, as
compared  with  operating  expenses  and  operating and net loss of $723,239 and
$568,891,  respectively,  for  the  year  ended  April  30,  2000.

     Of  the  $958,371  in operating expenses for the year ended April 30, 2001,
the  Company  recorded  $465,317  in  other  operating  expenses  as compared to
$256,266  for the year ended April 30, 2000.  Of the $465,317 in other operating
expenses,  $164,550  was  consulting  expense,  $107,237  was  for  payroll  and
professional fees, $65,786  was  advertising  expense,  $34,500  was  for trans-
portation  expense,  $24,206  was  for  insurance expense, and the remainder was
telephone,  royalty,  rent, postage and printing, and other miscellaneous items.
Interest  expense  decreased  from  $60,742 for the year ended April 30, 2000 to
$55,393  for  the  year  ended  April  30, 2001. Commissions and other sales and
marketing  expenses  increased from $48,291 for the year ended April 30, 2000 to
$67,729  for  the  year  ended  April  30,  2001.

                                       13
<PAGE>
     As  a  result  of  the  above, the Company incurred a net loss for the year
ended  April  30,  2001  of  $998,330 as compared to $568,891 for the year ended
April  30,  2000.

LIQUIDITY  AND  CAPITAL  RESOURCES

     For  the  year  ended April 30, 2001, cash used in operating activities was
equal  to  $340,711,  as compared to $446,113 for the year ended April 30, 2000.

     Cash  flows  provided  by  financing  activities were $310,063 for the year
ended April 30, 2001, as compared to $515,411 for the year ended April 30, 2000.
This  decrease  of  $205,348,  or  nearly  40%,  was  a result of an increase in
proceeds  from  sale  of  common  stock from zero to $216,696, and a decrease in
proceeds  from  loans  payable to affiliates from $599,250 to $180,000.  In this
regard,  the Company elected to sell common stock to cover expenses and decrease
the  amount  of  money  borrowed  from  affiliates.

     At  April  30, 2001, the Company reported total current assets of $268,323,
as  compared  to $303,690 for the year ended April 30, 2000.  At April 30, 2001,
cash  was  equal  to  $311,  as compared to $26,810 for April 30, 2000, accounts
receivable  -  trade  was  equal to $71,527, as compared to $91,129 at April 30,
2000,  and  inventories were equal to $196,485, as compared to $185,751 at April
30,  2000.  The decrease in cash and accounts receivable - trade offset a slight
increase  in  inventories,  resulting  in  the  net  decrease in current assets.

     At April 30, 2001, the Company had a relatively limited amount of cash, and
a  relatively  large  accounts receivable - trade.  Assuming that the Company is
able  to collect its accounts receivable - trade in a timely fashion, management
believes  that the Company's current assets are sufficient to sustain operations
for  the  foreseeable  future.  Although  management  does  not  anticipate  any
difficulties in collecting its accounts receivable, in the event that unforeseen
difficulties  in collecting its accounts receivable do arise, or in the event of
a  decrease  in  the  volume  of  sales,  the Company may not be able to sustain
operations.  In  such  an  event,  the  Company  will  have  to  either  suspend
operations  or  seek additional funds from short and long term borrowing sources
or  through  the  sale  of  common  stock.

     Total  assets  at  April  30,  2001  were $529,271 as compared to $569,159.

     Total  current  liabilities  increased from $1,094,324 at April 30, 2000 to
$1,432,927 at April 30, 2001.  This increase was due primarily to an increase in
amounts  due to officers from $854,357 to $1,042,980 and an increase in accounts
payable  from  $80,275  to  $165,962.

     Total liabilities decreased from $2,150,420 at April 30, 2000 to $1,877,940
at  April  30,  2001.

     As  a  result of the above total stockholders equity went from a deficit of
$1,581,261  at  April  30,  2000  to  a deficit of $1,348,669 at April 30, 2001.
While stockholders' equity - common stock, increased from $123,157 to $1,354,079
(primarily  as  a result of the sale of common stock), the Company's accumulated
deficit  increased  from  $1,704,418  to  $2,702,748.

                                       14
<PAGE>
ITEM  7  -  FINANCIAL  STATEMENTS

     The  financial  statements  called  for  under  this item appear  under the
caption  Index  to  Financial  Statements  (Page  F-1  hereof).

ITEM  8  -  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

     None.


                                       15
<PAGE>
                                    PART III

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

Directors  and  Executive  Officers
-----------------------------------

     The  following table sets forth the names and ages of the current directors
and  executive officers of the Company, the principal offices and positions with
the  Company  held  by each person and the date such person became a director or
executive  officer  of  the  Company.  The executive officers of the Company are
elected  annually by the Board of Directors.  The directors serve one year terms
until  their  successors are elected.  The executive officers serve terms of one
year  or  until  their  death, resignation or removal by the Board of Directors.
Unless  described  below,  there  are  no  family relationships among any of the
directors  and  officers.

               Name                Age     Position
     -------------------------    -----    ------------------------

     David G. Williams             52      President  and  Director
     John D. "J.D." Rottweiler     56      Chief Financial Officer

     DAVID G. WILLIAMS, CHIEF EXECUTIVE OFFICE/PRESIDENT/DIRECTOR:  Mr. Williams
has  more  than  two  decades  experience  in  the  humate  industry  and  as an
entrepreneur  involved  in  the  broad  and  extensive  management  of financial
responsibilities,  staffing,  manufacturing and production, and developing sales
worldwide.  He has completed major product development projects through years of
research  and  development,  field  trials  and  tests  that  have  produced the
company's  current  and  future  product  lines.  Currently  responsible for the
developing  and  maintaining  the  vision  of  the company, overseeing sales and
marketing,  product development, production, and customer service.  Mr. Williams
continues  to  develop business opportunities and strategic alliances with other
companies  and  organizations.

     JOHN  D.  ROTTWEILER,  EXECUTIVE  VICE  PRESIDENT/CHIEF  FINANCIAL OFFICER/
SECRETARY/DIRECTOR:  Mr.  Rottweiler  has  over 25 years of experience providing
extensive management and operational consulting in the planning, organizing, and
directing of businesses in several industries. Served as officer and director of
both  private  and  public companies in the finance, insurance, real estate, and
manufacturing  industries. Owner and founder of investment banking business that
provided  capital  financing,  as  principal  and  agent, for private and public
ventures.  He is graduate from the University of Utah with a Bachelor of Science
in  Management,  Bachelor  of  Science  in  Marketing,  and  Masters of Business
Administration.

     TERRY L. WILLIAMS, NATIONAL RETAIL SALES DIRECTOR:  His background includes
retail  sales  and marketing, and custom home development.  He has over 25 years
of  experience  in executive sales and marketing positions, Universal Importers.
Inc.,  and  HumaTech,  Inc.  He  developed  national  trade  show  and marketing
programs in the retail market industry.  Mr. Williams has extensive development,
marketing  and  construction  experience  as  the  owner and founder of Williams
Development  Co.,  Inc.,  a  real  estate  development  and  marketing  company.

     The  Company also utilizes a Management Advisory Group, which consults with
the Company's Board of Directors for product development, technical and business
operation  issues  on  an  as-needed  basis.  The  members  of this group are as
follows:


                                       16
<PAGE>
------
TECHNICAL  ADVISORY  BOARD:
---------------------------

     Dr.  Robert  E. Pettit, Member Technical Advisory Board: Emeritus Associate
Professor,  Texas  A&M  University,  Associate  Professor  of  Plant  Pathology,
Department  of  Plant  Pathology  &  Microbiology, and International Agriculture
Consultant.  Dr.  Pettit  has  held  the  position  of  Director of Research and
Product Development,  International  Humates,  Co.  Professional  experience in-
cludes  numerous  years  of developing and teaching graduate  and  undergraduate
courses  in  the areas of "Diseases of Field Crops", "Bacterial Plant Diseases",
"Diseases  of  Fruits, Vegetables, and Ornamental" and "Plant Pathogenic Fungi".
In  the  academic  area  Dr.  Petitt  was  responsible for numerous research and
development  and  grant projects concerning the "Diseases of Peanut" "Mycotoxins
and  Microflora Damage in Pecans" and Mycotoxins of Corn and Other Feed Grains."
As  an educator and consultant his profession has taken him to over 20 different
foreign  countries,  and  allowed  him  to publish in excess of 100 articles and
abstracts  in  references  journals,  and  several  books  throughout the world.

     Esper K.  Chandler,  Member  Technical  Advisory  Board:  Independent Agri-
cultural  Consultant & Fanner.  Mr. Chandler  has  over  30  years experience as
owner  of Texas Plant and Soil Lab., Inc., an agriculture testing and consulting
service,  owner  and operator of family cattle and row crop farm operations, and
held  executive  position  in  Pennzoil-United  American Plant Food Corporation,
Occidental  Petroleum  Corporation  and  National  Plant  Food  Institute.

     Jack  A. Moreman, Member Technical Advisor Board: Executive Vice President,
BIO  AG  Technology  with responsibilities involving the management of oil field
and  agriculture  BioRemediation  projects for the company.  Previous experience
include  Professor at Clarendon College for 20 years, General Manager of JA Land
Co.,  which  included  managing  400,000  acres of farm and grazing business and
Assistant  Director  of  Ranch  Programs  at  Texas  Christian  University.

     Russell  K  Harris,  Member  Technical  Advisory  Board: Independent mining
consultant  with  over  20  years  experience in the mining/extraction industry.
Over fourteen (14) years of business, management, and engineering, experience at
Shell  Mining  Company.  Specific  responsibilities  in  the  areas  of  process
enhancement  team  management,  facilities  design  and  construction, executive
office  support,  market  and  profitability  analysis, and information systems.
Coordinated  productivity  and  cost  enhancement  task  force at a large mining
complex.  Provided  staff  support  for  the  senior management teams related to
strategy  development  and  shareholder  relations.  Mr.  Harris  has  developed
forecasts of specific supply and  demand  conditions,  and  operational competi-
tiveness  for proposed expansion projects and existing facilities. Also, updated
hardware,  streamlines  systems  applications, developed a responsible team, and
rolled  computing  responsibility  to  department  managers,  which included all
computer  needs  for  operations, preventative maintenance, payroll, warehousing
purchasing,  accounting,  and engineering. Performed initial mine systems design
along  with cost reduction projects, short arid  long  term  mine  planning  and
mine life  capital  forecasting.  Participated  in initial construction of major
mine including overseeing  the  general  contractor  in  the  areas  of  design,
construction,  cost  control,  site  layout  and all earthwork track, piping and
minor  building.

Consultants
-----------

     Dr.  Norbert  K. Chirase: Research Scientist for the Beef Cattle Program at
the  Texas A&M University Research Center in Amarillo, Texas.  Jointly appointed
as  Professor  of Animal Science at West Texas A&M University.  Graduate Faculty
Member,  Department  of  Animal  Science  Tom  A&M  University  and  Division of
Agriculture,  at  West  Texas  A&M  University.

                                       17
<PAGE>
     Dr.  John  D. McGlone, Ph.D.  Dr. McGlone is a Professor and Director, Pork
Industry  Institute Department of Animal Science and Food Technology YAM a joint
appointment in the Department of Cell Biology & Anatomy at Texas Tech University
and  Health  Sciences  Center.  He  received his Bachelor of Science and Masters
degrees From Washington State University.  Dr. McGlone attended and received his
Ph.D.  from the University of Illinois.  He is the author of numerous scientific
and  technical articles and publications in prestigious journals and contributed
to  many  books.

     Dr.  Helen  P.  Stebbens,  Ph.D.  Nutritionist  Dr. Stebbens studied at the
University  of  Aberdeen  in  the  field  of  Animal  Science.  After completing
curriculum  with  honors, Dr. Stebbens attended the world-renowned University of
Edinburgh and was awarded her PhD.  As a consultant for the animal feed industry
she  has  gained  over  10  years  of  experience throughout the United Kingdom.
Before  founding HRS Animal Nutrition Consultancy in 1998, Dr Stebbens developed
her  career in the U.K. with industry professionals such as Trident Feeds, Crina
UK Limited and Dalgety Agriculture.  Her accomplishments have granted acclimates
in  the  private  and  public  sector.

     Mike  Baker: Management Consultant at Porcine Services in Suffolk, England.
Mr.  Baker studied at Harper Adams Agricultural College and developed his career
in  commercial  management before moving to the prestigious Stotfold Development
Unit,  a  research  facility  owned  by the Meat & Livestock Commission.  As the
manager  of  Stotfold,  Mr.  Baker was responsible for the operation of numerous
commercial  and  in-house  research and development projects.  He also developed
new  management  strategies for feeding sows, piglets and deprived piglets.  Mr.
Baker  is  a  regular  contributor  to  the  press  and  a  frequent  speaker at
conferences  and seminars.  Mr. Baker owns and operates the only privately-owned
independent  trails  unit  in the United Kingdom where he has conducted contract
trails  for clients such as SCA, Tucks Foods, Quality Equipment Park Tonks, LTD,
Vistavet,  HumaTech  and  two  European  companies.

     Matt  Sutton-Vermeulen:  Mr.  Vermeulen is President of Vector Marketing, a
consulting  firm  to  major  firms  in the animal feed industry.  He brings over
fifteen  years  of  consulting  experience  in  corporate strategic and tactical
planning in product development, market evaluation, price analysis, distribution
management  and  competitive  market analysis.  Graduated from the University of
Nebraska  with  Bachelor  of  Science  in  Animal  Science.

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934.

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors  and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC initial
reports  of  ownership  and  reports of changes in ownership of Common Stock and
other  equity  securities  of the Company.  Officers, directors and greater than
ten  percent shareholders are required by SEC regulations to furnish the Company
with  copies  of  all  Section  16(a)  forms  they  file.

     David  G.  Williams,  the Company's President, has filed a Form 3 - Initial
Statement  of  Beneficial Ownership of Securities, as required by Section 16(a).
Mr.  Williams'  Form  3  reflects  4,473,334  shares  currently  held  by  him.

     John D. Rottweiler, the Company's Chief Financial Officer, has filed a Form
3  -  Initial  Statement  of  Beneficial Ownership of Securities, as required by
Section  16(a).  Mr. Rottweiler's Form 3 reflects 7,000 shares currently held by
him,  as  well as 75,600 and 2,860 shared held by Panzer Trust and U.S. Finance,
Inc.,  respectively,  both  entities  affiliated  with  Mr.  Rottweiler.

                                       18
<PAGE>
     To  the  Company's  knowledge,  John  Duke  Rottweiler,  the son of John D.
Rottweiler,  the  Company's  Chief  Financial  Officer, has not filed a Form 3 -
Initial  Statement of Beneficial Ownership of Securities, as required by Section
16(a).  If  filed, Mr. Rottweiler's Form 3 would have reflected 1,007,030 shares
currently  held  by  him.

     To  the Company's knowledge, U. S. Finance, Inc., an entity affiliated with
John  D. Rottweiler, the Company's Chief Financial Officer, has not filed a Form
3  -  Initial  Statement  of  Beneficial Ownership of Securities, as required by
Section  16(a).  If  filed,  U.  S.  Finance, Inc.'s Form 3 would have reflected
541,956  shares  currently  held  by  him.

     To  the  Company's  knowledge  all  other Section 16(a) filing requirements
applicable  to  the  Company's  officers, directors and greater than ten percent
shareholders  were  complied  with.

Board  Meetings  and  Committees
--------------------------------

     During  the fiscal year ended April 30, 2001, the Board of Directors met on
a  weekly  basis.  All  the  members  of  the  Board attended the meetings.  The
written  actions  were  by  unanimous  consent.

     There  are  no  committees  of  the  Board  of  Directors.

ITEM  10  -  EXECUTIVE  COMPENSATION

Executive  Officers  and  Directors
-----------------------------------

     The Company entered into an employment agreement with David G. Williams, to
serve  as  the  Company's  President and Chief Executive Officer.  The agreement
covers the term from July 1, 1996 through June 30, 2001 and automatically renews
for  successive  two  (2)  year terms unless either the President or the Company
gives  sixty  (60)  days  written  notice  to the other.  The agreement requires
annual  compensation  payments  of  $128,000 for the first year of the agreement
term;  $150,000  for  the second year of the agreement term and $175,000 for all
successive  years  of  the  agreement  term.

     The Company entered into an employment agreement with John D. Rottweiler to
serve as the Company's Executive Vice President and Chief Financial Officer. The
agreement  covers  the  term  from  July  1,  1996  through  June  30,  2001 and
automatically  renews  for  successive  two  (2)  year  terms  unless either the
Executive  Vice President or the Company gives sixty (60) days written notice to
the  other.  The  agreement requires annual compensation payments of $80,000 for
the  first  year  of  the  agreement  term;  $100,000 for the second year of the
agreement  term  and  $125,000  for  all successive years of the agreement term.

Summary  Compensation  Table
----------------------------

     The  following  Summary  Compensation  Table  sets  forth,  for  the  years
indicated,  all  cash  compensation  paid,  distributed or accrued for services,
including  salary  and bonus amounts, rendered in all capacities for the Company
to  its President and Chief Executive Officer and any other executive officer of
the  Company  which  received  remuneration  in  excess  of  $100,000 during the
referenced  periods.  All  other  compensation  related  tables  required  to be
reported  have been omitted as there has been no applicable compensation awarded
to,  earned  by or paid to any of the Company's executive officers in any fiscal
year  to  be  covered  by  such  tables.

                                       19
<PAGE>
<TABLE>
<CAPTION>
                                              SUMMARY COMPENSATION TABLE

                                 ANNUAL COMPENSATION                          LONG TERM COMPENSATION
                     -----------------------------------------   -------------------------------------------------
                                                                         AWARDS                   PAYOUTS
                                                                 -----------------------    ----------------------
                                                                              SECURITIES
                                                                 RESTRICTED   UNDERLYING
                                                  OTHER ANNUAL     STOCK       OPTIONS/      LTIP      ALL OTHER
NAME/TITLE                 YEAR    SALARY/BONUS   COMPENSATION     AWARDS        SARS       PAYOUTS   COMPENSATION
<S>                        <C>     <C>             <C>           <C>          <C>           <C>       <C>

David G. Williams
President                  2001     $ 175,000         -0-           -0-          -0-          -0-       $1,940 (1)
                           2000        (3)            N/A           N/A          N/A          N/A       $1,568 (1)
                           1999     $ 170,833         N/A           N/A          N/A          N/A       $4,938
                                    $ 146,333
John D. Rottweiler
Secretary and CFO.         2001     $ 125,000         -0-           -0-          -0-          -0-       $  -0-
                           2000        (3)            N/A           N/A          N/A          N/A       $  -0- (2)
                           1999     $ 120,833         N/A           N/A          N/A          N/A       $  -0-
                                    $  96,667

</TABLE>

(1)     Represents  payments  received  pursuant  to  a  royalty agreement.  Mr.
Williams  also  receives certain payments pursuant to contractual agreements for
various  equipment  leases.

(2)     Mr.  Rottweiler is also a creditor to the Company through an approximate
$7,270  note  payable  to  The  JDR  Trust.

(3)     Amounts  accrued  but  not  paid  during  the  fiscal  year.

Director  Compensation
----------------------

     The  Company  does not currently pay a director fee for attending scheduled
and  special  meetings  of the Board of Directors.  The Company does not pay the
expenses  of all of its directors in attending board meetings.  Further, none of
the  Management  Advisory  Board  members  receive  any  compensation  for their
service.

<TABLE>
<CAPTION>

                                  OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                            (NDIVIDUAL GRANTS)


<S>                        <C>                    <C>                   <C>                      <C>
                           NUMBER OF SECURITIES   PERCENT OF TOTAL
                           UNDERLYING             OPTIONS/SARS
                           OPTIONS/SARS           GRANTED TO EMPLOYEES  EXERCISE OF BASE PRICE
NAME                       GRANTED (#)            IN FISCAL YEAR                         ($/SH)  EXPIRATION DATE
-------------------------  ---------------------  --------------------  -----------------------  ---------------

David G. Williams. . . .                     -0-                    --                       --               --
-------------------------  ---------------------  --------------------  -----------------------  ---------------

John D. Rottweiler . . .                     -0-                    --                       --               --
-------------------------  ---------------------  --------------------  -----------------------  ---------------
</TABLE>


                                       20
<PAGE>
<TABLE>
<CAPTION>
                        AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
                                     AND FY-END OPTION/SAR VALUES

                                                                               VALUE OF UNEXERCISED
                          SHARES                  NUMBER OF UNEXERCISED            IN-THE-MONEY
                         ACQUIRED                 SECURITIES UNDERLYING            OPTION/SARS
                            ON        VALUE      OPTIONS/SARS AT FY-END             AT FY-END
                         EXERCISE    REALIZED             (#)                          ($)
NAME                       (#)         ($)      EXERCISABLE/UNEXERCISABLE   EXERCISABLE/UNEXERCISABLE
<S>                      <C>         <C>        <C>                         <C>

David G.  Williams . . .   -0-         -0-                -0-                           --
John D.  Rottweiler. . .   -0-         -0-                -0-                           --

</TABLE>


                                       21
<PAGE>
ITEM  11  -  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT

     The  following  table sets forth, as of August 7, 2001, certain information
with  respect to the Company=s equity securities owned of record or beneficially
by  (i)  each  Officer  and  Director  of the Company; (ii) each person who owns
beneficially  more  than  5%  of  each class of the Company=s outstanding equity
securities;  and  (iii)  all  Directors  and  Executive  Officers  as  a  group.

<TABLE>
<CAPTION>
<S>                                     <C>            <C>
    Name and Address                    Shares owned   Percentage owned
--------------------------------------  -------------  -----------------
David G. Williams. . . . . . . . . . .  4,107,455 (1)             39.54%
1718 Fry Road, Suite 450
Houston TX 77084

John D. Rottweiler . . . . . . . . . .  1,555,986 (2)             14.97%
1718 Fry Road, Suite 450
Houston TX 77084

Bradford A. Musil & T. Bryan Fujimoto
4779 W. Tyson Street
Chandler AZ 85226. . . . . . . . . . .    738,100 (3)              7.10%

All officers and directors as a group,
including affiliates . . . . . . . . .     5,664,241              54.51%

</TABLE>

(1)     Represents  beneficial  ownership  via  shares  directly  owned by David
Williams  (3,773,344  shares);  David or Rachel Williams, wife of David Williams
(269,911  shares)  and  the  related  children of David Williams: Marie Williams
(12,500  shares);  Michelle  Williams  (12,500 shares); Suzanne Williams (12,500
shares);  Shane  Williams  (12,500  shares)  and  Eric  and Becky Hooper (15,000
shares).

(2)     Represents  beneficial ownership of shares by Bonita Rottweiler, wife of
John  D.  Rottweiler  (5,000  shares);  John  Duke  Rottweiler,  son  of John D.
Rottweiler  (1,009,030  shares)  and U. S. Finance, Inc., a corporation owned by
John  Duke  Rottweiler  and  Phillip  D.  Rottweiler, sons of John D. Rottweiler
(541,956  shares).

(3)     Represents  beneficial ownership of shares directly owned by Bradford A.
Musil  &  T.  Bryan Fujimoto Trust UA 4/1/93 (578,100 shares); Bradford A. Musil
(150,000  shares)  and  T.  Bryan  Fujimoto  (10,000  shares).

ITEM  12  -  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

Certain  Relationships  and  Related  Transactions
--------------------------------------------------

     The  Company  has a license agreement with David G. Williams, the Company's
President and controlling shareholder for the use of all copyrights, trademarks,
patents,  trade  secrets, product formulas, customer lists and other proprietary
information owned by International Humate Fertilizer Co.  The agreement requires
a  payment of 1.0% of the total gross sales of the Company to David G. Williams.

                                       22
<PAGE>
     The Company entered into an employment agreement with David G. Williams, to
serve  as  the  Company's  President and Chief Executive Officer.  The agreement
covers  the term from July 1, 1996 through June30, 2001 and automatically renews
for  successive  two  (2)  year terms unless either the President or the Company
gives  sixty  (60)  days  written  notice  to the other.  The agreement requires
annual  compensation  payments  of  $128,000 for the first year of the agreement
term;  $150,000  for  the second year of the agreement term and $175,000 for all
successive  years  of  the  agreement  term.

     The Company entered into an employment agreement with John D. Rottweiler to
serve  as  the  Company's  Executive Vice President and Chief Financial Officer.
The  agreement  covers  the  term  from  July  1,  1996 through June30, 2001 and
automatically  renews  for  successive  two  (2)  year  terms  unless either the
Executive  Vice President or the Company gives sixty (60) days written notice to
the  other.  The  agreement requires annual compensation payments of $80,000 for
the  first  year  of  the  agreement  term;  $100,000 for the second year of the
agreement  term  and  $125,000  for  all successive years of the agreement term.

     As  of April 30, 2001 and 2000, total cumulative amounts unpaid under these
agreements  are  as  follows:

                                  2001               2000
                               ----------          --------

     Officer  compensation     $1,042,980          $854,357
     Royalty  fees                      -                 -
                               ----------          --------
                               $1,042,980          $854,357
                               ==========          ========

Future  amounts  due  under  the  employment  agreements  are  as  follows:

      Year  ending
       April  30,      Amount
     ------------      ------

         2002          $300,000
         2003           300,000
         2004            50,000
                      ---------
        Totals         $650,000
                       ========

                                       23
<PAGE>
ITEM  13  -  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(A)     EXHIBITS


ITEM  NO.         DESCRIPTION
---------         -----------

3.1  (1)          Articles  of  Incorporation of Midwest Enterprise Consultants,
                  Inc.

3.2  (1)          Amendment  to  the  Articles  of  Incorporation  of  Midwest
                  Enterprise  Consultants,  Inc.

3.3  (1)          Amendment  to  the  Articles  of  Incorporation  of  Midwest
                  Enterprise  Consultants,  Inc.

3.4  (1)          Bylaws  of  Humatech,  Inc.

10.1 (1)          Asset  purchase agreement by and between International  Humate
                  Fertilizer  Co.  and  Midwest  Enterprise  Consultants,  Inc.

10.2 (1)          Employment  agreement  by  and  between  International  Humate
                  Fertilizer  Co.  and  David  G.  Williams

10.3 (1)          Employment  agreement  by  and  between  International  Humate
                  Fertilizer  Co.  and  John  D.  Rottweiler

10.4 (1)          Royalty  agreement  by  and  between  International  Humate
                  Fertilizer  Co.  and  David  G.  Williams

10.5 (1)          Joint  venture  agreement  for  Humatech,  Ltd.

10.8 (1)          Lease  of  Premises  located  in  Houston,  Texas.

10.9 (1)          Lease  of  Premises  located  in  Katy,  Texas.

(1)  Incorporated  by  reference  to our Form 10-SB filed with the Commission on
December  20,  1999.

(B)     REPORTS  ON  FORM  8-K

     None.

                                       24
<PAGE>
                                   SIGNATURES

     In  accordance  with  Section 13 or 15(d) of The Securities Act of 1993, as
amended,  the  Company  caused  this  report  to  be signed on its behalf by the
undersigned,  thereto  duly  authorized.


Dated:  February  11,  2003        Humatech,  Inc.


                                   /s/  David G. Williams
                                   ----------------------------------------
                                   By:   David G. Williams
                                   Its:   Chairman, President, CEO, and
                                          Director

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


Dated:  February  11,  2003        /s/  David G. Williams
                                   ----------------------------------------
                                   By:   David G. Williams
                                   Its:   Chairman, President, CEO, and
                                          Director



Dated:  February  11,  2003        /s/  John D. Rottweiler
                                   ----------------------------------------
                                   By:   John D. Rottweiler
                                   Its:   Secretary, Chief Financial Officer,
                                          and  Director


                                       25
<PAGE>
                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

     I,  David  G.  Williams, Chief Executive Officer of the registrant, certify
that:

1.     I  have  reviewed  this  annual  report on Form 10-QSB of Humatech, Inc.;

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

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

4.     The  registrant's  other  certifying  officers  and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rule  13a-14  and  15d-14)  for  the  registrant  and  have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  annual  report  is  being  prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
procedures  as  of a date within 90 days prior to the filing date of this annual
report  (the  "Evaluation  Date");  and

     c)  presented in this annual report our conclusions about the effectiveness
of  the  disclosure  controls  and  procedures based on our evaluation as of the
Evaluation  Date;

5.     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  fulfilling  the equivalent
functions):

          (i)  all  significant  deficiencies  in  the  design  or  operation of
     internal  controls which could adversely affect the registrant's ability to
     record,  process,  summarize, and report financial data and have identified
     for the registrant's auditors any material weaknesses in internal controls;
     and

          (ii)  any  fraud, whether or not material, that involves management or
     other  employees  who  have  a  significant  role  in the issuer's internal
     controls;  and

6.     The  registrant's  other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

Dated:     February  11,  2003

/s/  David  G.  Williams
----------------------------------
David  G.  Williams
Chief  Executive  Officer

                                       26
<PAGE>
                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

     I,  John  D. Rottweiler, Chief Financial Officer of the registrant, certify
that:

1.     I  have  reviewed  this  annual  report on Form 10-QSB of Humatech, Inc.;

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

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

4.     The  registrant's  other  certifying  officers  and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rule  13a-14  and  15d-14)  for  the  registrant  and  have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  annual  report  is  being  prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
procedures  as  of a date within 90 days prior to the filing date of this annual
report  (the  "Evaluation  Date");  and

     c)  presented in this annual report our conclusions about the effectiveness
of  the  disclosure  controls  and  procedures based on our evaluation as of the
Evaluation  Date;

5.     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  fulfilling  the equivalent
functions):

          (i)  all  significant  deficiencies  in  the  design  or  operation of
     internal  controls which could adversely affect the registrant's ability to
     record,  process,  summarize, and report financial data and have identified
     for the registrant's auditors any material weaknesses in internal controls;
     and

          (ii)  any  fraud, whether or not material, that involves management or
     other  employees  who  have  a  significant  role  in the issuer's internal
     controls;  and

6.     The  registrant's  other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

Dated:     February  11,  2003

/s/  John  D.  Rottweiler
-----------------------------------
John  D.  Rottweiler
Chief  Financial  Officer

                                       27
<PAGE>

INDEX TO FINANCIAL STATEMENTS

                                 HUMATECH, INC.

                                    CONTENTS


                                                                            Page
                                                                            ----

REPORT  OF  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS                      F-2

RESTATED  FINANCIAL  STATEMENTS

     Balance  Sheets
          as  of  April  30,  2001  and  2000                                F-3

     Statements  of  Operations  and  Comprehensive  Loss
          for  the  years  ended  April  30,  2001  and  2000                F-4

     Statement  of  Changes  in  Stockholders'  Equity
          for  the  years  ended  April  30,  2001  and  2000                F-5

     Statements  of  Cash  Flows
          for  the  years  ended  April  30,  2001  and  2000                F-6

     Notes  to  Financial  Statements                                        F-7


<PAGE>

S. W. HATFIELD, CPA
certified public accountants

Member:  Texas Society of Certified Public Accountants
         Press Club of Dallas


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------



Board of Directors and Stockholders
Humatech, Inc.

We  have  audited the accompanying restated balance sheets of Humatech, Inc. (an
Illinois  corporation)  as of April 30, 2001 and 2000 and the related statements
of  operations  and comprehensive loss, changes in stockholders' equity and cash
flows  for  each  of  the  years then ended.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audits  to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing  the  accounting  principles  used
and  significant  estimates  made  by  management,  as well  as  evaluating  the
overall financial statement presentation.  We believe that our audits provide  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects, the restated financial position of Humatech, Inc. as of
April  30,  2001  and 2000, and the results of its operations and its cash flows
for  each  of  the  years  then  ended, in conformity with accounting principles
generally  accepted  in  the  United  States  of  America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note C to the
financial  statements, the Company has suffered recurring losses from operations
and  has  significant  short-term  debt  that  raise substantial doubt about its
ability  to  continue as a going concern.  Management's plans in regard to these
matters  are  also described in Note B.  The financial statements do not include
any  adjustments  that  might  result  from  the  outcome  of  this uncertainty.

We  initially  issued  a  Report  of  Independent  Certified  Public Accountants
(Report) on the above listed financial statements on August 8, 2001.  Subsequent
to  the  date  of  our  Report, Management of the Company, during December 2002,
discovered  that  the  criteria  for  a  "bill and hold" transaction recorded in
January  2000  required  retroactive  restatement.  This  situation necessitated
modifications to the presentation and valuation  of  previously  reported trans-
actions related to revenue recognition and  costs  of  goods  sold. Accordingly,
we  withdraw  our  opinion dated August 8, 2001. No reliance should be placed on
our  opinion  dated  August  8,  2001.


/s/ S. W. Hatfield, CPA
--------------------------------
S. W. HATFIELD, CPA
Dallas, Texas
February 4, 2003


                                      F-2
<PAGE>

<TABLE>
<CAPTION>
                                   HUMATECH, INC.
                             BALANCE SHEETS - RESTATED
                              April 30, 2001 and 2000

<S>                                                         <C>           <C>
                                                                   2001          2000
                                                            ------------  ------------
                                    ASSETS
                                    ------
CURRENT ASSETS
  Cash on hand and in bank . . . . . . . . . . . . . . . .  $       311   $    26,810
  Accounts receivable - trade,
    net of allowance for doubtful accounts
    of $-0- and $-0-, respectively . . . . . . . . . . . .       71,527        91,129
  Inventories. . . . . . . . . . . . . . . . . . . . . . .      196,485       185,751
                                                            ------------  ------------
    TOTAL CURRENT ASSETS . . . . . . . . . . . . . . . . .      268,323       303,690
                                                            ------------  ------------

PROPERTY AND EQUIPMENT - AT COST
  Transportation equipment . . . . . . . . . . . . . . . .      204,932       252,758
  Manufacturing and processing equipment . . . . . . . . .      223,127       168,119
  Office furniture and fixtures. . . . . . . . . . . . . .       19,012        19,012
                                                            ------------  ------------
                                                                447,071       439,889
  Accumulated depreciation . . . . . . . . . . . . . . . .     (188,224)     (174,815)
                                                            ------------  ------------
    NET PROPERTY AND EQUIPMENT . . . . . . . . . . . . . .      258,847       265,074
                                                            ------------  ------------

OTHER ASSETS . . . . . . . . . . . . . . . . . . . . . . .        2,101           395
                                                            ------------  ------------

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . .  $   529,271   $   569,159
                                                            ============  ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES
  Notes payable to banks and finance companies . . . . . .  $    65,443   $     4,500
  Customer deposits. . . . . . . . . . . . . . . . . . . .      118,682         8,800
  Accounts payable - trade . . . . . . . . . . . . . . . .      165,962        80,275
  Accrued interest payable . . . . . . . . . . . . . . . .            -        66,392
  Deferred revenue . . . . . . . . . . . . . . . . . . . .       39,860             -
  Due to officers. . . . . . . . . . . . . . . . . . . . .    1,042,980       854,357
                                                            ------------  ------------
    TOTAL CURRENT LIABILITIES. . . . . . . . . . . . . . .    1,432,927     1,094,324
                                                            ------------  ------------

LONG-TERM LIABILITIES
  Long-term notes payable, net of current maturities . . .      115,013       133,769
  Notes and commitments payable to affiliates. . . . . . .      330,000       922,327
                                                            ------------  ------------
    TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . .    1,877,940     2,150,420
                                                            ------------  ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Common stock - no par value.
    25,000,000 shares authorized
    10,390,593 and 8,455,114 shares issued and outstanding    1,354,079       123,157
  Accumulated deficit. . . . . . . . . . . . . . . . . . .   (2,702,748)   (1,704,418)
                                                            ------------  ------------
    TOTAL STOCKHOLDERS' EQUITY . . . . . . . . . . . . . .   (1,348,669)   (1,581,261)
                                                            ------------  ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY . . . . . . . .  $   529,271   $   569,159
                                                            ============  ============
</TABLE>

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

                                      F-3
<PAGE>
<TABLE>
<CAPTION>

                                   HUMATECH, INC.
             STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - RESTATED
                        Years ended April 30, 2001 and 2000

<S>                                                          <C>           <C>
                                                                    2001         2000
                                                             ------------  -----------
REVENUES
  Sales, net of discounts, returns and allowances
    of $42,522 and $2,291, respectively
      Domestic. . . . . . . . . . . . . . . . . . . . . . .  $   154,685   $  207,414
      Related Party
        Foreign, principally United Kingdom . . . . . . . .       21,120       37,079
                                                             ------------  -----------
    NET REVENUES. . . . . . . . . . . . . . . . . . . . . .      175,805      244,493
                                                             ------------  -----------

COST OF SALES . . . . . . . . . . . . . . . . . . . . . . .      225,164       90,145
                                                             ------------  -----------

GROSS PROFIT. . . . . . . . . . . . . . . . . . . . . . . .      (49,359)     154,348
                                                             ------------  -----------

OPERATING EXPENSES
  Research and development expenses . . . . . . . . . . . .        9,634       14,450
  Commissions and other sales and marketing expenses. . . .       67,729       48,291
  Officer compensation. . . . . . . . . . . . . . . . . . .      300,000      300,000
  Other operating expenses. . . . . . . . . . . . . . . . .      465,317      256,266
  Interest expense. . . . . . . . . . . . . . . . . . . . .       55,393       60,742
  Depreciation expense. . . . . . . . . . . . . . . . . . .       60,298       43,490
                                                             ------------  -----------
    TOTAL OPERATING EXPENSES. . . . . . . . . . . . . . . .      958,371      723,239
                                                             ------------  -----------

LOSS FROM OPERATIONS. . . . . . . . . . . . . . . . . . . .   (1,007,730)    (568,891)

OTHER INCOME (EXPENSE)
  Gain on disposal of fixed assets. . . . . . . . . . . . .        9,400            -
                                                             ------------  -----------

LOSS BEFORE INCOME TAXES. . . . . . . . . . . . . . . . . .     (998,330)    (568,891)

PROVISION FOR INCOME TAXES. . . . . . . . . . . . . . . . .            -            -
                                                             ------------  -----------

NET LOSS. . . . . . . . . . . . . . . . . . . . . . . . . .     (998,330)    (568,891)

OTHER COMPREHENSIVE INCOME. . . . . . . . . . . . . . . . .            -            -
                                                             ------------  -----------

COMPREHENSIVE INCOME. . . . . . . . . . . . . . . . . . . .  $  (998,330)  $ (568,891)
                                                             ============  ===========

Net loss per weighted-average
  share of common stock
  outstanding, calculated on
  Net Loss - basic and fully diluted. . . . . . . . . . . .  $     (0.10)  $    (0.07)
                                                             ============  ===========

Weighted-average number of shares
  of common stock outstanding . . . . . . . . . . . . . . .    9,566,414    8,455,114
                                                             ============  ===========

</TABLE>
The accompanying notes are an integral part of these financial statements.

                                      F-4
<PAGE>
<TABLE>
<CAPTION>

                                       HUMATECH, INC.
                    STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - RESTATED
                            Years ended April 30, 2001 and 2000

<S>                                       <C>           <C>           <C>           <C>
                                                 Common Stock                Accumulated
                                          --------------------------  --------------------------
                                             Shares        Amount        deficit       Total
                                          ------------  ------------  ------------  ------------

BALANCES AT MAY 1, 1999 . . . . . . . . .    8,455,114  $    123,157  $(1,135,527)  $(1,012,370)

Net loss for the year . . . . . . . . . .            -             -     (568,891)     (568,891)
                                          ------------  ------------  ------------  ------------

BALANCES AT APRIL 30, 2000. . . . . . . .    8,455,114       123,127   (1,704,418)   (1,581,291)

Issuance of common stock for
  Cash. . . . . . . . . . . . . . . . . .      355,353       216,696            -       216,696
  Services and fees . . . . . . . . . . .      134,000       146,750            -       146,750
  Retirement of related party debt. . . .    1,446,126       867,476            -             -

Net loss for the year . . . . . . . . . .            -             -     (998,330)     (998,330)
                                          ------------  ------------  ------------  ------------

BALANCES AT APRIL 30, 2001. . . . . . . .   10,390,593  $  1,354,079  $(2,702,748)  $(1,348,669)
                                          ============  ============  ============  ============

</TABLE>

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

                                      F-5
<PAGE>

<TABLE>
<CAPTION>


                                   HUMATECH, INC.
                        STATEMENTS OF CASH FLOWS - RESTATED
                        Years ended April 30, 2001 and 2000

<S>                                                        <C>            <C>
                                                                   2001           2000
                                                           -------------  -------------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the period . . . . . . . . . . . . . . . .  $   (998,330)  $   (568,891)
  Adjustments to reconcile net loss to
    net cash provided by operating activities
      Depreciation. . . . . . . . . . . . . . . . . . . .        60,298         43,490
      Amortization. . . . . . . . . . . . . . . . . . . .            94              -
      Bad debt expense. . . . . . . . . . . . . . . . . .         6,477              -
      Gain on disposal of fixed assets. . . . . . . . . .        (9,400)             -
      Common stock issued for payment of consulting fees.       146,750              -
      Common stock issued for payment of accrued interest        29,144              -
      (Increase) Decrease in
        Accounts receivable - trade . . . . . . . . . . .        13,125        (86,508)
        Inventory . . . . . . . . . . . . . . . . . . . .       (10,734)       (96,432)
        Deposits and other. . . . . . . . . . . . . . . .        (1,800)           (35)
      Increase (Decrease) in
        Accounts payable - trade. . . . . . . . . . . . .        85,687         (4,676)
        Accrued interest payable. . . . . . . . . . . . .          (387)        44,042
        Due to officers . . . . . . . . . . . . . . . . .       188,623        224,597
        Deferred revenues . . . . . . . . . . . . . . . .        39,860              -
        Customer deposits . . . . . . . . . . . . . . . .       109,882         (1,700)
                                                           -------------  -------------
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES . .      (340,711)      (446,113)
                                                           -------------  -------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from disposition of property and equipment . .         9,400              -
  Purchase of property and equipment. . . . . . . . . . .        (5,251)       (42,488)
                                                           -------------  -------------
CASH FLOWS USED IN INVESTING ACTIVITIES . . . . . . . . .         4,149        (42,488)
                                                           -------------  -------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Increase (Decrease) in cash overdraft . . . . . . . . .             -         (1,819)
  Proceeds from sale of common stock. . . . . . . . . . .       216,696              -
  Proceeds from loans payable to affiliates . . . . . . .       180,000        599,250
  Principal payments on loans payable . . . . . . . . . .       (86,633)       (82,020)
                                                           -------------  -------------
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES . .       310,063        515,411
                                                           -------------  -------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS. . . . .       (26,499)        26,810
Cash and cash equivalents at beginning of year. . . . . .        26,810              -
                                                           -------------  -------------
CASH AND CASH EQUIVALENTS AT END OF YEAR. . . . . . . . .  $        311   $     26,810
                                                           =============  =============

SUPPLEMENTAL DISCLOSURE OF
  INTEREST AND INCOME TAXES PAID
Interest paid for the period. . . . . . . . . . . . . . .  $     26,313   $     16,700
                                                           =============  =============
Income taxes paid for the period. . . . . . . . . . . . .  $          -   $          -
                                                           =============  =============

SUPPLEMENTAL DISCLOSURE OF
  NON-CASH INVESTING AND FINANCING ACTIVITIES
    Acquisition of property and equipment
      with debt from banks and related parties. . . . . .  $     48,820   $    158,935
                                                           =============  =============
    Retirement of related party debt with the issuance
      of common stock (Principal-$      ;
      Interest-$           ). . . . . . . . . . . . . . .  $    867,476   $          -
                                                           =============  =============
</TABLE>
The accompanying notes are an integral part of these financial statements.

                                      F-6
<PAGE>

                                 HUMATECH, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                    RESTATED


NOTE  A  -  ORGANIZATION  AND  DESCRIPTION  OF  BUSINESS

Humatech,  Inc. (Company) was incorporated on February 2, 1988 under the laws of
the  State of Illinois.   Due to the April 16, 1997 acquisition of a significant
business  operation,  the Company changed its operating year-end to April 30 and
changed  its  corporate  name  to  Humatech,  Inc.

On  April  16,  1997, the Company acquired the assets and certain liabilities of
International Humate Fertilizer Co. (IHFC), a Nevada corporation incorporated on
February  21,  1996  under  the laws of the State of Nevada.  IHFC was initially
capitalized with the transfer of  certain  assets  and  assumption  of  all out-
standing  liabilities of a Texas sole proprietorship of the same name, effective
July  1,  1996.  With the acquisition of IHFC, the Company became engaged in the
development, manufacture and sale of carbon-based humate products for use in the
commercial  agriculture,  animal  feed  and  home  horticulture  markets.


NOTE  B  -  PREPARATION  OF  FINANCIAL  STATEMENTS

The  Company  follows  the  accrual  basis  of  accounting  in  accordance  with
accounting principles generally accepted in the United States of America and has
a  year-end  of  April  30.

The preparation of financial statements in conformity with accounting principles
generally  accepted  in the United States of America requires management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and  disclosure of contingent assets and liabilities at the date of
the  financial  statements  and  the  reported  amounts of revenues and expenses
during  the reporting period.  Actual results could differ from those estimates.

Management further acknowledges that  it  is  solely  responsible  for  adopting
sound  accounting  practices,  establishing and maintaining a system of internal
accounting  control  and preventing and detecting fraud. The Company's system of
internal  accounting  control  is designed to assure, among other items, that 1)
recorded  transactions  are  valid;  2)  valid transactions are recorded; and 3)
transactions  are  recorded  in  the proper period in a timely manner to produce
financial  statements  which  present fairly the financial condition, results of
operations  and  cash  flows  of  the  Company  for the respective periods being
presented.

For  segment  reporting  purposes,  the  Company  operated  in only one industry
segment  during the periods represented in the accompanying financial statements
and  makes  all  operating  decisions  and allocates resources based on the best
benefit  to  the  Company  as  a  whole.


NOTE  C  -  GOING  CONCERN  UNCERTAINTY

The  Company  has  incurred  cumulative  net  operating  losses of approximately
$(2,440,000)  and  has  used  cumulative  cash  in  operating  activities  of
approximately  $(885,000)  during  the period from May 1, 1997 through April 30,
2001.

Management  continues  to be of the opinion that continued marketplace education
about  the  Company's  products,  foreign  demand  for the Company's animal feed
supplement  products and current marketing efforts directed toward retail market
consumption  will  provide  sufficient  cash to support the Company's day-to-day
liquidity  requirements  as well as retire outstanding debt and delinquent trade
payables.


                                      F-7
<PAGE>
                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                    RESTATED


NOTE  C  -  GOING  CONCERN  UNCERTAINTY  -  CONTINUED

The  Company's  continued  existence  is  dependent upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely  basis.


NOTE  D  -  CORRECTION  OF  AN  ERROR

During January 2000 (our fiscal year ended April 30, 2000), the Company received
orders  from  Humatech,  Ltd., a related party, totaling approximately $350,000.
Originally,  the  Company  manufactured  the ordered product, had billed for the
product on a FOB-Houston, Texas basis, and were in the process of delivering our
product to the Port of Houston, Texas for shipment and had shipped approximately
$37,000  of  the  product  to  Humatech,  Ltd.  when the United Kingdom (UK) was
unexpectedly  struck during our fiscal year ended April 30, 2001 with a foot and
mouth  disease  epidemic.  This unforeseen and unanticipated biological epidemic
caused  Humatech,  Ltd's end-user market demand for our product to be suspended.
In  order  to  preserve  their  manufactured  product, Humatech, Ltd. requested,
during Fiscal 2001, that the unshipped product be converted to a "bill and hold"
status,  and  Humatech,  Ltd.  continued  making  sporadic,  but  periodic, cash
payments  on  the  billed  but  unshipped product.  At the time of this request,
Company  management  was  of  the  opinion that the Company met all criteria for
revenue  recognition on "bill and hold" transactions, as established by the U.S.
Securities  and  Exchange Commission.  Although the orders and completed product
still  exist  as  of  the date of this filing, the circumstances surrounding the
rebuilding  of  animal herds in the UK has created a situation whereby Humatech,
Ltd.  cannot  commit  to  a  firm  delivery  schedule to continue to support the
requirements  for  revenue  recognition  under  a "bill  and  hold"  transaction
to Humatech, Ltd.  Accordingly,  the  Company  must  retroactively  restate  the
accompanying  financial  statements  to  recognize  revenues  from  the  various
transactions  with Humatech, Ltd. to an "as shipped" basis.  Shipments have been
made  periodically throughout the three fiscal years in question, and management
expects  them  to  continue  to  be  made  in  future  periods.

This error also caused an overstatement in foreign revenues and an overstatement
in  cost  of  goods  sold.

The  effect  of  any and all changes are reflected in the accompanying financial
statements  as  of the respective date of each transaction and the effect of the
corrections  are  summarized  below  by  fiscal  period  and  cumulatively.
<TABLE>
<CAPTION>
<S>                                      <C>           <C>           <C>
                                          Year ended    Year ended
                                           April 30,     April 30,      Cumulative
                                             2001          2000      effect of changes
                                         ------------  ------------  -------------------

Net Loss, as previously reported. . . .  $  (975,450)  $  (329,650)
Effect of the correction of an error
  Recalculation of recognized revenue .      (20,000)     (277,640)  $         (297,640)
  Recalculation of cost of goods sold .       (2,880)       38,400               35,520
                                         ------------  ------------  -------------------
    Total effect of changes on
      Loss from Operations and Net Loss      (22,880)     (239,240)  $         (262,120)
                                         ------------  ------------  ===================

Net Loss, as restated . . . . . . . . .  $  (998,330)  $  (568,891)
                                         ============  ============
</TABLE>


                                      F-8
<PAGE>
                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                    RESTATED


NOTE  D  -  CORRECTION  OF  AN  ERROR  -  CONTINUED
<TABLE>
<CAPTION>

<S>                                      <C>           <C>           <C>
                                          Year ended    Year ended
                                           April 30,     April 30,      Cumulative
                                             2001          2000      effect of changes
                                         ------------  ------------  -------------------
Earnings per share, as previously
  reported. . . . . . . . . . . . . . .  $     (0.10)  $     (0.04)
Total effect of changes . . . . . . . .         0.00         (0.03)
                                         ------------  ------------

Earnings per share, as restated . . . .  $     (0.10)  $     (0.07)
                                         ============  ============
</TABLE>


NOTE  E  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

1.     Cash  and  cash  equivalents
       ----------------------------

The  Company considers all cash on hand and in banks, including accounts in book
overdraft positions, certificates of deposit and other highly-liquid investments
with  maturities  of  three  months or less, when purchased, to be cash and cash
equivalents.

2.     Accounts  receivable  and  revenue  recognition
       -----------------------------------------------

In  the  normal  course  of business, the Company periodically extends unsecured
credit  to  unrelated  customers,  principally located in Texas, Arizona, and to
related  and  unrelated parties domiciled in the United Kingdom.  Because of the
credit  risk  involved,  management  has  provided  an  allowance  for  doubtful
accounts which reflects its opinion of  amounts  which  will  eventually  become
uncollectible.  In  the  event of complete non-performance, the maximum exposure
to  the Company is the recorded amount of trade accounts receivable shown on the
balance  sheet  at  the  date  of  non-performance.

Revenue  is  recognized by the Company at the point at which an order is shipped
at a fixed price, collection is reasonably assured, the Company has no remaining
performance  obligations  and  no  right  of  return  by  the  purchaser exists.

3.     Inventory
       ---------

Inventory  consists  of  finished  goods,  raw  materials  and related packaging
materials  necessary  to  manufacture  humate-based  fertilizer products.  These
items  are  carried at the lower of cost or market using the first-in, first-out
method.

4.     Property,  plant  and  equipment
       --------------------------------

Property  and  equipment  are  recorded  at  historical  cost.  These  costs are
depreciated  over the estimated useful lives of the individual assets, generally
4  to  10  years,  using  the  straight-line  method.

Gains  and  losses  from disposition of property and equipment are recognized as
incurred  and  are  included  in  operations.


                                      F-9
<PAGE>
                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                    RESTATED


NOTE  E  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  CONTINUED

5.     Research  and  development  expenses
       ------------------------------------

Research  and  development  expenses  are  charged  to  operations  as incurred.

6.     Advertising  expenses
       ---------------------

Advertising  and  marketing  expenses  are  charged  to  operations as incurred.

7.     Income  taxes
       -------------

The  Company  utilizes  the  asset and liability method of accounting for income
taxes.  At  April  30,  2001  and 2000, respectively, the deferred tax asset and
deferred tax liability accounts, as recorded when material, consist entirely the
result  of temporary differences. Temporary differences represent differences in
the  recognition  of  assets  and  liabilities  for  tax and financial reporting
purposes,  primarily  allowance  for  doubtful  accounts  and  accumulated
depreciation.

8.     Loss  per  share
       ----------------

Basic earnings (loss) per share is computed by dividing the net income (loss) by
the  weighted-average  number  of  shares  of  common  stock  and  common  stock
equivalents (primarily outstanding options and warrants).  Common  stock equiva-
lents  represent  the dilutive effect of the assumed exercise of the outstanding
stock  options and warrants, using the treasury stock method. The calculation of
fully  diluted  earnings  (loss)  per  share  assumes the dilutive effect of the
exercise  of  outstanding  options  and  warrants at either the beginning of the
respective  period  presented or the date of issuance, whichever is later. As of
April 30, 2001, the Company's outstanding  stock  options  are  considered anti-
dilutive due to the Company's net operating loss position. As of April 30, 2000,
the  Company  had  no  warrants  and/or  options  issued  and  outstanding.


NOTE  F  -  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

The  carrying  amount  of  cash, accounts receivable, accounts payable and notes
payable,  as applicable, approximates fair value due to the short term nature of
these  items  and/or  the  current interest rates payable in relation to current
market  conditions.



                (Remainder of this page left blank intentionally)

                                      F-10
<PAGE>
                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                    RESTATED


NOTE  G  -  FIXED  ASSETS

During Fiscal 2000, all equipment being financed under related party leases were
refinanced directly in the Company's name.  Included in the amounts reflected in
the  accompanying  balance  sheet  are  the  following fixed assets on long-term
capital  leases:
<TABLE>
<CAPTION>
<S>                                           <C>        <C>
                                                  2001       2000
                                              ---------  ---------
      Vehicles
        Related party. . . . . . . . . . . .  $ 29,480   $ 29,480
      Manufacturing and processing equipment
        Unrelated. . . . . . . . . . . . . .    68,511     19,691
        Related party. . . . . . . . . . . .         -          -
                                              ---------  ---------
                                                97,991     49,171
      Accumulated depreciation . . . . . . .   (42,554)   (31,994)
                                              ---------  ---------

                                              $ 55,437   $ 17,177
                                              =========  =========
</TABLE>


NOTE  H  -  INVENTORY

Inventory  consists  of  the following at April 30, 2001 and 2000, respectively:
<TABLE>
<CAPTION>
<S>                                           <C>        <C>
                                                  2001       2000
                                              ---------  ---------

        Raw materials. . . . . . . . . . . .  $153,390   $126,762
        Work-in-process. . . . . . . . . . .         -     14,673
        Finished goods . . . . . . . . . . .    43,095     44,316
                                              ---------  ---------

        Totals . . . . . . . . . . . . . . .  $196,485   $185,751
                                              ========   ========
</TABLE>


NOTE  I  -  NOTES  PAYABLE  TO  BANKS  AND  FINANCE  COMPANIES
<TABLE>
<CAPTION>
<S>                                                                  <C>       <C>
                                                                         2001      2000
                                                                     --------  --------
64,820 installment note payable to a bank.  Interest
  at the Wall Street Journal Prime Rate plus 2.5%
  (10.00% at April 30, 2001).  Payable in monthly
  installments of approximately $2,123, including
  accrued interest.  Final payment due in July 2001.
  Collateralized by all inventory, accounts receivable,
  equipment and intangibles and the personal guaranty
  of the Company's President and controlling
  shareholder . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  5,777   $30,760

26,849 installment note payable to an automotive finance
  company.  Interest at 12.99%.  Payable in monthly
  installments of approximately $611, including accrued
  interest.  Final payment due in October 2002.
  Collateralized by transportation equipment. . . . . . . . . . . .    12,261    17,766
</TABLE>


                                      F-11
<PAGE>
                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                    RESTATED


NOTE  I  -  NOTES  PAYABLE  TO  BANKS  AND  FINANCE  COMPANIES  -  CONTINUED
<TABLE>
<CAPTION>
<S>                                                                  <C>       <C>
                                                                         2001      2000
                                                                     --------  --------
9,577 installment note payable to an equipment leasing
  company.  Interest at 8.86%.  Payable in monthly installments
  of approximately $437, including accrued interest.  Final
  payment due in March 2001.  Collateralized by
  manufacturing equipment.. . . . . . . . . . . . . . . . . . . . .         -     4,808

8,000 installment note payable to an equipment leasing
  company.  Interest at 10.86%.  Payable in monthly
  installments of approximately $373, including accrued
  interest.  Final payment due in October 2001.
  Collateralized by manufacturing equipment.. . . . . . . . . . . .     3,459     6,711

48,820 installment note payable to an equipment leasing
  company.  Interest at 10.00%.  Payable in monthly
  installments of approximately $1,053, including accrued
  interest.  Final payment due in January 2005.  Collateralized
  by manufacturing equipment. . . . . . . . . . . . . . . . . . . .    40,081         -

37,768 installment note payable to a bank.  Interest
  at 9.75%.  Payable in monthly installments of
  approximately $625, including accrued interest.
  Final payment due in September 2006.  Collateralized
  by transportation equipment.. . . . . . . . . . . . . . . . . . .    31,346    35,649

29,480 installment note payable to a bank.  Interest at 12.74%.
  Payable in monthly installments of approximately $800,
  including accrued interest.  Final payment due in May 2002.
  Collateralized by transportation equipment. . . . . . . . . . . .     9,546    15,989

32,521 installment note payable to a bank.  Interest at 9.25%.
  Payable in monthly installments of approximately $682,
  including accrued interest.  Final payment due in November
  2004.  Collateralized by transportation equipment . . . . . . . .    25,341    30,867

66450 installment note payable to a bank.  Interest at 10.50%.
  Payable in monthly installments of approximately $1,707,
  including accrued interest.  Final payment due in January 2004.
  Collateralized by transportation equipment and manufacturing
  equipment.. . . . . . . . . . . . . . . . . . . . . . . . . . . .    48,731    64,798

14,195 installment note payable to a bank.  Interest at 12.50%.
  Payable in monthly installments of approximately $669, including
  accrued interest.  Final payment due in September 2001.
  Collateralized by manufacturing equipment.. . . . . . . . . . . .     3,914    10,921
                                                                     --------  --------

Total notes payable to banks and finance companies. . . . . . . . .  $180,456  $218,269
</TABLE>


                                      F-12
<PAGE>
                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                    RESTATED


NOTE  I  -  NOTES  PAYABLE  TO  BANKS  AND  FINANCE  COMPANIES  -  CONTINUED
<TABLE>
<CAPTION>
<S>                                                                  <C>        <C>
                                                                         2001       2000
                                                                     --------   --------

Total notes payable to banks and finance companies  . . . . . . . .  $180,456   $218,269
  Less current maturities . . . . . . . . . . . . . . . . . . . . .   (65,443)   (84,500)
                                                                     ---------  ---------

    Long-term portion . . . . . . . . . . . . . . . . . . . . . . .  $115,003   $133,769
                                                                     =========  =========
</TABLE>

Future  maturities  of  long-term  debt  are  as  follows:
<TABLE>
<CAPTION>
<S>               <C>           <C>
                  Year ending
                  April 30      Amount
                  ------------  ------

                      2002      $ 65,443
                      2003        45,937
                      2004        38,768
                      2005        20,561
                      2006         6,844
                      2007         2,903
                                --------
                     Totals     $180,456
                                ========
</TABLE>

The  Company  is  periodically  irregular  in making scheduled payments on notes
payable  to banks and other financing entities.  Accordingly, the lender(s) may,
at  their  sole  discretion,  declare  the  then  outstanding indebtedness to be
immediately  due  and payable and begin foreclosure on the respective underlying
assets,  which  could  possibly  have a material adverse effect on the Company's
financial  condition  and  operations.


NOTE  J  -  LONG-TERM  NOTES  AND  COMMITMENTS  PAYABLE  TO  AFFILIATES
<TABLE>
<CAPTION>
<S>                                                          <C>       <C>
                                                                 2001      2000
                                                             --------  --------
554,450 term note payable to two individuals related
  to the Company's Executive Vice President and
  Chief Financial Officer.  Interest at 9.0%.  Principal
   and accrued interest due at maturity in July 2002.
  Unsecured.  Principal and accrued interest were
  retired on September 2000 with the issuance of
  1,007,030 shares of unregistered, restricted
  common stock. . . . . . . . . . . . . . . . . . . . . . .  $      -  $554,450

217,877 term note payable to a corporation affiliated
  with the Company's Executive Vice President and
  Chief Financial Officer.  Interest at 9.0%.  Principal
  and accrued interest due at maturity in July 2004.
  Unsecured.  Principal and accrued interest were
  retired on September 2000 with the issuance of
  439,096 shares of unregistered, restricted
  common stock. . . . . . . . . . . . . . . . . . . . . . .  $      -  $217,877
</TABLE>

                                      F-13
<PAGE>
                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                    RESTATED


NOTE  J  -  LONG-TERM  NOTES  AND  COMMITMENTS PAYABLE TO AFFILIATES - CONTINUED
<TABLE>
<CAPTION>
<S>                                                          <C>       <C>
                                                                 2001      2000
                                                             --------  --------

 Agreement of Product Development and Funding between
  the Company and a shareholder.  Repayment at a rate
  of 6.0% of gross sales of equipment to be developed
  with the funding received under this agreement.  Total
  agreed repayment will be $450,000.  As of April 30, 2001
  and subsequent thereto, the Company has not completed
  the development of the product and, accordingly, has no
  gross sales of the underlying product.. . . . . . . . . .   330,000   150,000
                                                             --------  --------

Total long-term notes and commitments payable to affiliates  $330,000  $922,327
                                                             ========  ========
</TABLE>


NOTE  K  -  DUE  TO  OFFICERS

The Company has a license agreement with the Company's President and controlling
shareholder  for  the use of all copyrights, trademarks, patents, trade secrets,
product formulas, customer lists and other proprietary information owned by IHFC
by  virtue  of  the  incorporation  of the predecessor sole proprietorship.  The
agreement  requires  a  payment of 1.0% of the total gross sales of the Company.
For  the  years ended April 30, 2001 and 2000, respectively, the Company paid or
accrued  approximately  $2,291  and  $5,221  for royalties under this agreement.

The  Company entered into an employment agreement with an individual to serve as
the  Company's President and Chief Executive Officer.  The agreement covered the
initial  term  from  July 1, 1996 through June 30, 2001 and automatically renews
for  successive  two  (2)  year terms unless either the President or the Company
gives  sixty  (60)  days  written  notice  to the other.  The agreement requires
annual  compensation  payments  of  $128,000 for the first year of the agreement
term;  $150,000  for  the second year of the agreement term and $175,000 for all
successive  years  of  the  agreement  term.

The  Company entered into an employment agreement with an individual to serve as
the  Company's  Executive  Vice  President  and  Chief  Financial  Officer.  The
agreement  covered  the initial term from July 1, 1996 through June 30, 2001 and
automatically  renews  for  successive  two  (2)  year  terms  unless either the
Executive  Vice President or the Company gives sixty (60) days written notice to
the  other.  The  agreement requires annual compensation payments of $80,000 for
the  first  year  of  the  agreement  term;  $100,000 for the second year of the
agreement  term  and  $125,000  for  all successive years of the agreement term.

As  of  April  30,  2001  and  2000, total cumulative amounts unpaid under these
agreements  are  as  follows:
<TABLE>
<CAPTION>
<S>                                  <C>         <C>
                                           2001      2000
                                     ----------  --------
        Officer compensation . . . . $1,042,980  $854,357
        Royalty fees . . . . . . . .          -         -
                                     ----------  --------

                                     $1,042,980  $854,357
                                     ==========  ========

</TABLE>

                                      F-14
<PAGE>
                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                    RESTATED


NOTE  K  -  DUE  TO  OFFICERS  -  CONTINUED

Future  amounts  due  under  the  employment  agreements  are  as  follows:
<TABLE>
<CAPTION>
<S>               <C>           <C>
                  Year ending
                    April 30,       Amount
                  ------------  ------------

                      2002      $   300,000
                      2003          300,000
                      2004           50,000
                                -----------
                     Totals     $   650,000
                                ===========
</TABLE>


NOTE  L  -  INCOME  TAXES

The  components  of  income  tax (benefit) expense for the years ended April 30,
2001  and  2000,  respectively,  are  as  follows:
<TABLE>
<CAPTION>
<S>               <C>           <C>
                          2001          2000
                  ------------  ------------
      Federal:
        Current.  $          -  $          -
        Deferred             -             -
                  ------------  ------------
                             -             -
                  ------------  ------------
      State:
        Current.             -             -
        Deferred             -             -
                  ------------  ------------
                             -             -
                  ------------  ------------

      Total. . .  $          -  $          -
                  ============  ============
</TABLE>


As  of  April  30,  2001,  the  Company has a net operating loss carryforward of
approximately  $2,700,000  to  offset future taxable income.  Subject to current
regulations,  this  carryforward  will  begin  to  expire  in  2012.

The  Company's  income tax expense for the years  ended April 30, 2001 and 2000,
respectively, differed from the statutory federal rate of 34 percent as follows:
<TABLE>
<CAPTION>
<S>                                                       <C>              <C>
                                                                    2001             2000
                                                          ---------------  ---------------

    Statutory rate applied to earnings (loss)
      before income taxes. . . . . . . . . . . . . . . .  $     (339,000)  $     (193,000)

    Increase (decrease) in income taxes resulting from:
      State income taxes. . . . . . . . . . . . . . . .               -                -
      Other including reserve for deferred tax asset . .         339,000          193,000
                                                          ---------------  ---------------

      Income tax expense . . . . . . . . . . . . . . . .  $            -   $            -
                                                          ===============  ===============
</TABLE>


                                      F-15
<PAGE>
                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                    RESTATED


NOTE  L  -  INCOME  TAXES  -  CONTINUED

The  deferred  current  tax  asset on the April 30, 2001 and 2000, respectively,
balance  sheet  consists  of  the  following:
<TABLE>
<CAPTION>
<S>                                                       <C>              <C>
                                                                    2001             2000
                                                          ---------------  ---------------

    Current deferred tax asset . . . . . . . . . . . . .  $      564,000   $      237,000
      Reserve. . . . . . . . . . . . . . . . . . . . . .        (564,000)        (237,200)
                                                          ---------------  ---------------

      Net current tax asset. . . . . . . . . . . . . . .  $            -   $            -
                                                          ===============  ===============
</TABLE>


The  current  deferred  tax asset results from the availability of the Company's
net  operating  loss  carryforward to offset future taxable income.  The Company
has  fully  reserved  its  deferred  tax asset related to its net operating loss
carryforward  due  to  the  uncertainty  of future usage.  During the year ended
April  30,  2001  and  2000,  the  reserve  for  the  deferred current tax asset
increased  by  approximately  327,000  and  $92,000,  respectively.


NOTE  M  -  COMMON  STOCK  TRANSACTIONS

During  Fiscal 2001, the Company sold an aggregate 355,353 shares of restricted,
unregistered  common  stock  to five (5) separate unrelated investors in private
placement  transactions,  for aggregate cash proceeds of approximately $216,675.
The  transactions occurred between June 2000 and March 2001.  The Company relied
upon  various  exemptions  from  registration  in  the issuance of these shares.

On  May  1,  2000, the Company issued approximately 77,000 shares of restricted,
unregistered  common  stock  to a consulting firm for public relations services.
This  transaction  was  valued  at approximately $96,250, which approximated the
discounted quoted closing price of the Company's common stock on the date of the
transaction.

On  August 8, 2000, the Company issued an aggregate 44,000 shares of restricted,
unregistered  common  stock  to various related and unrelated individuals and/or
companies  for  professional  services related to product development, corporate
website design and  maintenance  and  public  relations  services.  These trans-
actions were valued at an aggregate $44,000, which equaled the invoiced price of
the  related  services  by  the  respective service provider and the agreed-upon
number  of  shares to be issued in settlement between both parties. Further, the
valuation  of these transactions also approximated the discounted quoted closing
price  of  the  Company's  common  stock  on  the  date  of  the  transaction.

On  February  2,  2001,  the  Company  issued  approximately  13,000  shares  of
restricted,  unregistered common stock to a consulting firm for public relations
services.  This transaction was valued at approximately  $6,500,  which approxi-
mated  the  discounted quoted closing price of the Company's common stock on the
date  of  the  transaction.

On  September  30,  2000,  the  Company  issued an aggregate 1,446,126 shares of
restricted,  unregistered common stock to two individuals and one entity related
to  and  affiliated  with  the  Company's  Executive  Vice  President  and Chief
Financial  Officer  in  repayment  of  notes  payable in the aggregate amount of
$772,327  and  accrued  interest  of  $95,149.


                                      F-16
<PAGE>
                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                    RESTATED


NOTE  N  -  STOCK  OPTIONS

The  Company's  Board  of Directors has allocated an aggregate 281,241 shares of
the  Company's  common  stock  for stock options granted in conjunction with the
private  placement  sales  of common stock during Fiscal 2001.  The options were
fully  earned  and exercisable at issuance.  The options expire between December
2001  and  November 2003 with exercise prices between $0.40 and $0.60 per share.

In May 2000, the Company issued 200,000 stock options to an individual providing
consulting  services  to  the  Company.  The  options  are  fully  earned  and
exercisable  at issuance, expire on April 30, 2005 and have an exercise price of
$1.25  per  share.

There  were  no exercise of any options during the year ended April 30, 2001 and
subsequent  thereto.

The  following  table  summarizes  all  options  granted  during  Fiscal  2001:
<TABLE>
<CAPTION>
<S>                 <C>      <C>        <C>         <C>          <C>
                    Options  Options    Options     Options      Exercise price
                    granted  exercised  terminated  outstanding  per share
                    -------  ---------  ----------  -----------  ---------------
Financing options.  281,241          -           -      281,241  $  0.40 - $0.60
Consulting options  200,000          -           -      200,000  $          1.25
                    -------  ---------  ----------  -----------

  Totals . . . . .  481,241          -           -      481,241
                    =======  =========  ==========  ===========
</TABLE>

The  weighted  average  exercise  price of all issued and outstanding options at
April  30,  2001  is  approximately  $0.79.

Had  compensation  cost  for  options  granted been determined based on the fair
values at the grant dates, as prescribed by SFAS 123, the Company's net loss and
net loss per share would not have changed significantly as the exercise price of
the options was relatively equivalent to the market price at the grant date. The
calculations  to  estimate  the  fair  value  of the options were made using the
Black-Scholes pricing model which required making significant assumptions. These
assumptions include the expected life of the options, which was determined to be
one  year, the expected volatility, which was based on fluctuations of the stock
price  over  a  12  month  period, the expected dividends, determined to be zero
based  on past performance, and the risk free interest rate, which was estimated
using  the  bond  equivalent  yield  of  6.0%  at  April  30,  2001.


                (Remainder of this page left blank intentionally)


                                      F-17
<PAGE>
                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE  O  -  COMMITMENTS

In  April  1998, the Company entered into a Marketing Services Agreement with an
unrelated  entity  to  provide specialized marketing services that will generate
sales into specified mass merchandiser outlets.  The agreement provides that the
Company  will  pay the marketing company a performance fee equal to 10.0% of all
invoiced  sales to the respective mass merchandisers and covers virtually all of
the  Company's  products.

In November 1998, the Company entered into a letter of intent for the purpose of
establishing a joint venture to promote and sell the Company's products into the
United  Kingdom.  During  the 2nd calendar quarter of 1999, the Company's United
Kingdom  distributor formed a new entity, Humatech, Ltd.  It is anticipated that
the Company will eventually own a 45.0% interest in this entity. As of April 30,
2001,  the  Company  has  made  no  capital  contribution  to Humatech, Ltd. and
conducts  business  with this foreign entity under equal terms and conditions to
those  of  domestic  sales  to  unrelated  third  parties.

The  Company  executed  an  operating lease for its manufacturing facility.  The
term  of  the  lease  is  for  one  (1)  year  and  requires monthly payments of
approximately  $850.  Additionally,  the Company must provide insurance coverage
in  an  amount  acceptable  to  the  lessor,  as defined in the lease agreement.


NOTE  P  -  SUBSEQUENT  EVENT

On  May  7,  2001,  the Company issued 75,000 shares of restricted, unregistered
common  stock  to  an  existing  shareholder  for  $30,000  cash.

On June 4, 2001, the Company filed a Registration Statement under The Securities
Act of 1933 on Form S-8 registering an aggregate 325,000 shares of common stock.
The  Company  issued  300,000  shares  to an individual providing evaluation and
advise  related  to mergers and acquisitions, advising corporate management, and
in  performing  general  administrative  duties  for publicly-held companies and
development stage investment ventures.  The Company also issued 25,000 shares to
the  Company's  legal  counsel  for  prior,  current  and  future services to be
rendered  to  the  Company.

In  August  2001,  the  Company  completed  negotiations  to  sell  an aggregate
1,375,000 shares of restricted, unregistered common stock, representing approxi-
mately  13.23%  of the issued and outstanding common stock as of April 30, 2001,
for  total proceeds of $550,000 cash to an unrelated third party under a private
placement  letter  utilizing an exemption from registration under the applicable
Securities  laws.  As of August 8, 2001, the Company has received total proceeds
of  approximately  $125,000  under  this  agreement  and is scheduled to receive
$425,000  by  the  close  of  business  on  August  10,  2001.

Additionally, the Company will issue a series of Stock Warrants to the purchaser
of  the  1,375,000  shares  of  common  stock  to  purchase  up to an additional
1,375,000 shares of restricted, unregistered common stock as follows: Series A -
343,750  shares  at  $2.00 per share, expiring on the second anniversary date of
the warrant; Series B - 343,750 shares at $3.00 per share, expiring on the third
anniversary  date  of the warrant; Series C - 343,750 shares at $4.00 per share,
expiring  on  the  fourth anniversary date of the warrant and Series D - 343,750
shares  at  $5.00  per  share,  expiring  on  the  fifth anniversary date of the
warrant.


                                      F-18
<PAGE>