SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                  FIRST 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, 2000

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

        For the transition period from _______________ to _______________.


                         COMMISSION FILE NUMBER O-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    (800) 729-0898

     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.       $244,493 for
the  year  ended  April  30,  2000.

     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.)  $6,791,738, based on the closing price of
$1.69  for  the  common  stock  on  August  7,  2000.

     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, 2000, there
were  8,499,114 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  OR  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, 2000, and was originally filed with the
Commission  on  August  10,  2000.  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  "Financial  Information-Management's  Discussion
and Analysis of Financial  Condition  or  Plan  of  Operation."  Forward-looking
statements also include statements  in  which  words  such  as  "expect," "anti-
cipate,"  "intend," "plan," "believe," "estimate," "consider" or similar expres-
sions  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  of  the  Company
-------------------------

The  Company was 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  (Midwest).

On  April  6, 1997, the Company entered into an Agreement for the Sale of Assets
whereby  it  acquired all of the assets and certain liabilities of International
Humate  Fertilizer  Co.  (a  Nevada  corporation) (IHFC), whose offices were, at
that  time,  located  in  Mesa,  Arizona.

On  April  16,  1997,  the  Company  issued  5,884,614 shares of common stock to
International  Humate  Fertilizer  Co.  (IHFC), a Nevada corporation, to acquire
100.0% of the assets of IHFC.  IHFC then distributed the 5,884,614 shares of the
Company's  stock  to  its  stockholders.  For  accounting  purposes, IHFC is the
surviving  entity and all assets and liabilities were acquired by the Company at
the  historical  founder's  cost  of  IHFC.

On  May  5,  1997,  Midwest filed a change of name with the State of Illinois to
Humatech, Inc.  (Humatech) to reflect its continuance of the business operations
of  IHFC.

International Humate Fertilizer Co.  (IHFC) is a Nevada corporation incorporated
on  February  21,  1996  under  the  laws  of  the  State  of  Nevada.  IHFC was
capitalized  with  the  transfer  of  certain  assets  and  assumption  of   all
outstanding  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.

On  July  23,  1997, Humatech filed a request for clearance of quotations on the
OTC  Bulletin  Board  under  SEC  Rule  15c2-11,  Subsection  (a)(5)  with  NASD
Regulation  Inc.  A  Clearance Letter was issued to Humatech on January 15, 1998
and  the  Company  was  issued  its  trading  symbol  "HUMT".

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
European  Union  of Countries.  On November 12, 1998, the Company and its United
Kingdom  distributor  formed  a new entity, Humatech, Ltd., of which the Company
owns  a  45.0%  interest  in  this  entity.  The  Company conducts business with
Humatech,  Ltd.  under  equal terms and conditions to those of domestic sales to
unrelated  third  parties.

Industry  and  Business  overview
---------------------------------

In  1980,  the  United  States  Department of Agriculture released a report 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 intensive  use  of  the  monoculture  of  cash
crops and  the  extensive  use  of  agricultural chemicals, both fertilizers and
pesticides.  Among  the  major  concerns  were:

     1.     Increased  cost  of, and dependence on, external inputs of chemicals
and  energy.

     2.     Continued  decline  in soil productivity from excessive soil erosion
and  nutrient  runoff  losses.

     3.     Contamination  of  surface  and  groundwater  from  fertilizers  and
pesticides.

     4.     Hazards  to  human  and animal health and to food quality and safety
from  agricultural  chemicals.

     5.     Demise  of  the  family  farm  and  localized  marketing  system.

                                        2
<PAGE>
As  a  result  of  these  concerns  and  others,  a  new  philosophical  view of
agriculture,  termed  "sustainable  agriculture" by those who promote its terms,
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.

The  "scientific agriculturists", backed by special interests, have historically
taken  a  mechanistic  view of nature.  These views emphasize the development of
"crop"  technologies  (e.g.  hybrids  and  genetically  engineered  plants)  and
"chemical"  technologies  (e.g.  highly  soluble  Nitrogen-Phosphorus-Potassium-
Sulfur  (N-P-K-S)  fertilizers  and  pesticides)  as  a  means of producing high
yields,  at  the  expense  of nutritional quality, and protecting the crops from
pests  by  artificial  pesticides. These industrially centered technologies have
caused  a  reduction  in  soil  fertility,  and  plant  vitality,  which  causes
reductions  in crop yields and the costs of production to rise. This generates a
tremendous  economic  loss  in  the  agricultural  market. It also creates plant
nutrient  shortages  and  stresses  that  reduce  natural plant pest and disease
resistance,  which  results  in  the production of a food supply that is lacking
both  in  nutrients  essential  for  good  shelf  life  and taste, as well as in
providing  for  excellent  animal  and  human  health.

These  scientific  agriculturists  have  also  helped  destroy  fertile soils by
emphasizing  the  application  of  industrially produced poisons and the massive
off-farm  marketing  of  feeds  and foods at great distances from their point of
production.  This  continued removal and export of products from the farm to the
city  and  overseas  has  resulted  in  a mining of the soil, removing humus and
mineral  elements.  All  plant,  animal  and  human  waste  (a source of organic
matter)  should  theoretically  be  returned to the soil where it can aid future
plant  growth.  By politically NOT encouraging the establishment of distribution
systems  that  could have been designed to return plant, animal, and human waste
to  the  farms,  these  public policies have indirectly destroyed the previously
existing  soil  humus  on  farms.  Unless  financially  viable  alternatives are
developed  to reverse these policies, the ability of farmers to produce food may
be  limited.

In  the  early  1900's  a  concept  of  "Alternative  Agriculture" evolved which
emphasizes  a  holistic  approach  to  agriculture   production  as  opposed  to
the reductionism approach of the  scientific  agriculturists.  The  "alternative
agriculturists"  have of necessity moved away from the industrial agriculturists
by  selectively  employing  production  practices  that are more environmentally
compatible.  These  more  holistic approaches emphasize the need to give greater
consideration  to  the natural biological processes of plant growth.  Proponents
of  the  biological  approach  to  agriculture production systems provided sound
arguments  that  the  use  of  concentrated  synthetic  soluble  fertilizers and
pesticides  have an adverse effect on the biological health of the soil, plants,
animals,  and  humans.

The  evolving  concepts  of  biodynamic,  organic,  biological,  and  ecological
agriculture  production  systems  have  paved  the  way  to  the  development of
sustainable  agriculture.  These  philosophies,  many  developed  by the growers
themselves,  have  given new theories to the scientific community as a basis for
new  innovative research projects.  Results from these researchers have provided
insights  for  a  better  understanding  of  humus-orientated  soil fertility, a
practice  recently  termed  "Humus  Farming".

It  is  believed that the humic component of soils greatly influences the soil's
productive  capacity.  For  example  the  humic  components  aid soil in holding
water,  improve  soil  structure,  improve  nutrient  uptake  by  plants, aid in
improving  air  and  water infiltration, and a host of other desirable features.
These  features  reduce  certain  farm expenses and increase production and farm
profits.

A  major  component  of  the sustainable agriculture movement is the belief that
plant  growth  is  influenced  by nutrient flow into and out of the soil organic
matter  fraction.  The  older  concept  that  plant  nutrients  come from a soil
nutrient  solution  is  believed  to be a minor mechanism by which plants obtain
their  nutrients.  Plants grow and reproduce more efficiently when their mineral
nutrients are available in a colloidal and/or chelated form (minerals associated
with  organic  compounds)  just  as  do  animals  and  humans.

                                        3
<PAGE>
The  Company's  high  technology  organic solutions are expected to play a major
role  in  the implementation of many of the "Sustainable Agriculture" production
philosophies.  Some  economically  viable  roles  the  Company's high technology
organic  solutions  play  are:

     (1)  Our  organic based growth solutions help supply the soil with humus in
     the  form  of  very large complex humic compounds. These compounds have the
     capability  of  holding nutrients for future plant use. Some of these large
     molecules  have  been  termed  humic  and  fulvic  acids. The smaller humic
     molecules  efficiently  help  plants  obtain  needed  trace  minerals.

     (2)  The  Company's  high technology organic solutions supply the soil with
     various  trace  minerals that have been mined from most cultivated soils. A
     lack  of available trace minerals within the soil and plant has resulted in
     an  inability  of  the  plant  to maintain its defenses against insects and
     disease  causing  agents.  Also,  the  consumer of harvested plant products
     suffers  when  he  consumes these mineral and vitamin deficient foodstuffs.
     The formation of the vitamin and mineral industry has come about because of
     these  deficiencies  in  our  food  supply.

     (3)  The  application of our high technology organic solutions/products can
     help correct the many weaknesses of the production practices recommended by
     the  scientific  agriculturists.   Applying  our  high  technology  organic
     solutions  can  reduce the supposed requirements for high application rates
     of  highly soluble N-P-K-S fertilizers. Applying a more balanced fertilizer
     can  reduce  production  costs,  help  reduce  water contamination, and can
     indirectly aid in reducing soil erosion. By maintaining the plant's natural
     defense  mechanisms,  the need for pesticides is reduced; thus, maintaining
     the  plant's  natural  defense mechanisms reduces the problems of pesticide
     contamination  of  soils,  water,  and  plant  products. Also food grown on
     fertile  soils  transports  better  and  has  a  longer  shelf  life.

Scientific  trials conducted previously, and current trials to be concluded with
results to be published, will show healthy soils that help grow nutritious feeds
and  foods  result  in  the  growth of healthier animals and people.  Slowly and
surely,  agriculture and health will be joined at the farm, consumer, and public
policy  levels.  We  all need to become a part of the newly emerging sustainable
agriculture  production  system.  Supporting  and  encouraging  the marketing of
environmentally  safe  high  technology organic solution products is one step in
this humanitarian effort to overcome the damaging agricultural and environmental
occurrences  we  face  each  day.

The  Company recognizes this and has been established on the need to use quality
high  technology  organic  solution  products,  to  improve  crop yields through
reduced  plant  stress, increased soil fertility, and a more viable substrate of
soil  bacteria.

Product  Introduction  and  Background  Information
---------------------------------------------------

The  Company  is the manufacturer and distributor of its high technology organic
based  products  for  plants  and animals.  The Company sells its products under
various  product trade names developed for each of the identified market venues:
(A)  growers of agricultural crops, (B) golf courses and commercial landscapers,
(C)  mass merchandisers and independent nurseries in the lawn and garden market,
and (D) animal feed supplements to the animal feeding industry.  The Company has
determined  that  its  markets  are  both  domestic  and  foreign.

                                        4
<PAGE>
The Company has been selling its products since 1978 through various efforts and
different  entities.  Though  small in size, the Company believes that its years
of  research  and  development, field trials and customer sales have earned it a
good reputation for it's products and served to refine its production processes.
The  Company  has  developed a unique process to produce organic based nutrients
for  plant  and  animal  growth  and  health  at  an  extremely  low  cost.

The  Company  and  two major Universities have undertaken efforts to acquire and
develop  data  on  the  most  appropriate  uses  for humates and have undertaken
several  extensive controlled research and development projects resulting in the
conduct  and  completion  of  field  trials  and  tests using humate-based trace
element  products  throughout  the  world,  which provided excellent biochemical
science  data.  The Company's current products have been tested in the Far East,
Europe,  the United States and Mexico.  The Company has developed the industry's
most  diverse  product  line  of humate-based products including dry, liquid and
foliar  spray  formulations.

A  brief  discussion of several important terms will clarify the significance of
humic  substances,  what the Company does and proposes the 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.

     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  in  the  markets  the  Company  is  selling  its  products.

                                        5
<PAGE>
As  stated,  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.

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.  Only
through  an exact and scientific process, which has been developed over the past
20  years  by  the  Company, can these humic acids be extracted in a manner that
will  produce  a  viable,  efficacious  product  that  consistently exhibits the
attributes  expected  by  all  concerned.

Market  overview  and  competition
----------------------------------

According  to  the research firms, industry reports, trade journals, and our own
marketing  information, the overall market potential for high tech organic based
growth  products industry worldwide is projected to exceed $10 billion annually.

The  area  of largest growth and potential in the high tech organic based growth
products  market  is  the  animal feed ingredients, and the garden, nursery, and
home  improvement market segments.  Currently, these market segments do not have
any major competition and are ready for someone to become a market leader with a
wide  variety  of  market  driven  products.

Environmental  matters
----------------------

The  Company  is  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 the Company 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 the Company.  Failure by the
Company to comply with applicable laws and regulations could subject the Company
to civil remedies, including fines and injunctions as well as potential criminal
sanctions,  which  could  have  a  material  adverse  effect  on  the  Company.

Federal  and  state  authorities do not regulate the manufacture and sale of the
Company's  specific  products.  The  Company  has  obtained all required general
state permits and licenses to operate its facilities.  There can be no assurance
that  the  Company's  operation  and  profitability  will not be subject to more
restrictive  regulation or that operations and profitability will not be subject
to more restrictive regulation or increased taxation by federal, state, or local
agencies.


                                        6
<PAGE>
Inflation
---------

Inflation  has  not  historically  been  a  material  factor  in  the  Company's
operations  and is not expected to have a material impact on the Company or it's
operations  in  the  future.

Trade  names  and  products
---------------------------

The  following  is  a  brief  description  of the Company's current product line
developed  and  distributed  into  identified  market  segments:

Agriculture  Market:

     Dry  Products
     -------------

     AGRIo  HUME(TM).  (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.

     Liquid  Products
     ----------------

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

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

     NITRO-PLUS(TM).  (18-0-0).  This product has a liquid humic and fulvic acid
     base,  the  same  as in the product MAXIMIZE(TM), 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.

     MACROo  PLUS(TM)  (8-16-4). This product has a liquid humic and fulvic acid
     base,  the same as in the product MAXIMIZE(TM), 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(TM)  (12-0-0).  This  product  has a liquid humic and fulvic acid
     base,  the  same  as in the product MAXIMIZE(TM), 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(TM)  (12-0-0).  This  product  has a liquid humic and fulvic acid
     base,  the  same  as in the product MAXIMIZE(TM), 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.

                                        7
<PAGE>
     CALCIUMo PLUS(TM) (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.

Animal  Feed  Market:

     BOVI-PRO(TM)  An  organic,  non-toxic  feed  ingredient that has been field
     tested  to provide the following results: 1) provides an all-natural source
     of  nutritional  iron;  2)  increases the viability of rumin in stomachs of
     ruminant  animals;  3)  reduces  feedlot animal waste; 4) increases average
     daily  weight gain; 5) reduces (improves) feed conversion ratio; 6) reduces
     stress  from  shipping fever; and 7) increases calcium intake. All the data
     on the benefits of BOVI-PRO(TM) have been gathered from scientific research
     from  extensive  research  trials  at  a  major  University.

     PROMAX(TM).  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(TM) have been gathered from scientific research from
     extensive  research  trials  at  a  major  University.

Home,  Lawn  And  Garden  Market:

     PERK-UP(TM).  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(TM).  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(TM) is also effective as a transplant solution that
     eliminates  the  shock  of  transplanting potted plants, trees, and shrubs.

     ORGANIC  ADVANTAGE  LAWN  FOOD(TM).  ORGANIC  ADVANTAGE  SOIL  BUILDER(TM)
     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(TM).  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(TM).  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.

                                        8
<PAGE>
Environment/Bio-Remediation  market:

     SALT  AWAY(TM)  and  BIOLIMINATE(TM)  --  This  two  product line system is
     designed  to  bioremediate  soils  on  site  for  removal  of  salt and oil
     contamination.  SALT AWAY(TM) 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(TM) markedly accelerates
     the  biodegradation of organic hazardous waste in the soil. BIOLIMINATE(TM)
     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.

ITEM  2  -  DESCRIPTION  OF  PROPERTY

The Company's executive and administrative offices are located at 1718 Fry Road,
Suite  450;  Houston,  Texas;  77084.  These  offices are subject to a long-term
operating  lease  covering  a  period  of  three  (3)  years 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.

The  Company's  warehouse,  manufacturing  and  distribution facility is located
27711 Katy Freeway; Katy, Texas, 77494.  The Company executed an operating lease
for  this  facility  on September 1, 1999.  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.

ITEM  3  -  LEGAL  PROCEEDINGS

The  Company  is  not  involved  in any legal proceedings as either plaintiff or
defendant,  nor  is it aware of any threatened legal proceedings, as of the date
of  filing.

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

No matters were  submitted to the security  holders for a vote during the period
covered  by  this  report.

                                        9
<PAGE>
                                     PART II

ITEM  5  -  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

On  July  23,  1997, Humatech filed a request for clearance of quotations on the
OTC  Bulletin  Board  under  SEC  Rule  15c2-11,  Subsection  (a)(5)  with  NASD
Regulation  Inc.  A  Clearance Letter was issued to Humatech on January 15, 1998
and  the  Company  was  issued  its  trading symbol "HUMT".  The Company's first
posted trade was conducted on February 5, 1998.  The quoted market prices of the
Company's  common stock on the NASDAQ Electronic Bulletin Board, per data listed
by  National  Quotation  Bureau,  Inc.,  are  as  follows:

<TABLE>
<CAPTION>
                                                                High    Low
                                                                -----  -----

<S>                                                             <C>    <C>
  Fourth quarter 1998 (February 5, 1998 - April 30, 1998). . .  $1.44  $0.63

  First quarter 1999 (May 1, 1998 - July 31, 1998) . . . . . .  $0.63  $0.25
  Second quarter 1999 (August 1, 1998 - October 31, 1998). . .  $0.38  $0.20
  Third quarter 1999 (November 1, 1998 - January 31, 1999) . .  $0.45  $0.19
  Fourth quarter 1999 (February 1, 1999 - April 30, 1999). . .  $0.19  $0.13

  First quarter 2000 (May 1, 1999 - July 31, 1999) . . . . . .  $5.13  $0.30
  Second quarter 2000 (August 1, 1999 - October 31, 1999). . .  $4.69  $1.44
  Third quarter 2000 (November 1, 1999 - January 31, 2000) . .  $4.06  $1.63
  Fourth quarter 2000 (February 1, 2000 - April 30, 2000). . .  $3.13  $1.00

  First quarter 2001 (May 1, 2000 - July 31, 2000) . . . . . .  $3.00  $1.50
</TABLE>

Dividend  policy
----------------

The Company has never paid or declared a cash dividend on its common stock.  The
Board  of  Directors  does  not  intend  to declare or pay cash dividends in the
foreseeable future.  It is the current policy to retain all earnings, if any, to
support  future  growth  and  expansion.

Recent  Sales  of  Unregistered  Securities

In  February  1998, the Company issued 50,000 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 $71,000, which equaled the 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.

In  July  2000,  the Company issued an aggregate of 44,000 shares of restricted,
unregistered  common  stock  to  four  investors for the performance of services
rendered  to  the  Company.  The  transactions  were  valued  at an aggregate of
$44,000.  The  issuances  were  exempt  from registration under Rule 4(2) of the
Securities  Act  of  1933.

In  July  2000,  the  Company  authorized the issuance of warrants to acquire an
aggregate  of 285,000 shares of common stock of the Company.  Of these warrants,
200,000  have  an  exercise  price  of $1.25 per share and are exercisable for a
period  of three years, 75,000 have an exercise price of $3.00 per share and are
exercisable  for  a  period  of five years, and 10,000 have an exercise price of
$3.00  per  share  and  are  exercisable  for  a  period  of  three  years.

                                       10
<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.

Results  of Operations for the year ended April 30, 2000 as compared to the year
ended  April  30,  1999

During  the  year  ended  April  30,  2000, the Company reported net revenues of
$244,493, as compared to $157,524 for the year ended April 30, 1999, an increase
of over 55%.  Of the $244,493 in net revenues for the year ended April 30, 2000,
$207,414  (84.8%)  were  from  domestic  sources, while $37,079 (15.1%)were from
sales  to  Humatech,  Ltd., a related party joint venture in the United Kingdom.
Although  there  are  no formal agreements in place, and the Company has made no
capital  contribution  to  Humatech,  Ltd., Management of the Company expects to
eventually  own  a  minority interest in this entity.  As of April 30, 2000, 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.

For  the  year  ended  April  30,  2000,  the Company had cost of sales equal to
$90,145, or 37% of net revenues, as compared to $86,245, or 55% of net revenues,
for  the  year  ended  April  30,  1999.  This  decrease  in  cost of sales as a
percentage  of net revenues is due primarily to increased operating efficiencies
associated  with  a  higher  level  of  sales.

Gross  profit  was equal to $154,348, or 63% of net revenues, for the year ended
April  30,  2000,  as  compared to $71,279, or 45% of net revenues, for the year
ended  April  30,  1999.  As discussed above, this increase in gross profit as a
percentage  of net revenues is due primarily to increased operating efficiencies
associated  with  a  higher  level  of  sales.

During the year ended April 30, 2000, the Company incurred operating expenses of
$723,239,  resulting  in an operating and net loss of $568,891, as compared with
operating  expenses  and  operating  and  net  loss  of  $479,533  and $408,254,
respectively, for the year ended April 30, 1999.  This represents an increase in
operating  expenses  of  over  50%, and an increase in operating and net loss of
39%.

Of  the  $723,239  in  operating expenses for the year ended April 30, 2000, the
Company  recorded $256,266 in other operating expenses as compared to$44,490 for
the  year  ended  April  30, 1999.  This increase was due primarily to increased
expenses  associated  with  the  higher  level  of sales from the previous year.
Interest  expense  increased  from  $28,577 for the year ended April 30, 1999 to
$60,742  for  the  year ended April 30, 2000 as a result of an increase in notes
payable  to  banks  and  finance  companies for equipment financing, and accrued
interest due on a long-term note payable to an affiliate.  Commissions and other
sales and marketing expenses decreased from $73,319 for the year ended April 30,
1999  to  $48,291  for the year ended April 30, 2000 as a result of an increased
amount  of  sales  directly  by the Company and through its United Kingdom joint
venture.

As  a  result  of  the above, the Company incurred a net loss for the year ended
April  30, 2000 of $568,891 as compared to $408,254 for the year ended April 30,
1999.

Liquidity  and  Capital  Resources

For  the  year ended April 30, 2000, cash used in operating activities was equal
to  $446,113.  Of  the  adjustments  necessary to reconcile net loss to net cash
provided  by  operating  activities,  the  Company  reported  (i) an increase in
depreciation  of  $43,490,  reflecting  additional equipment acquired during the
year;  (ii)  an  increase  in  accounts receivable of $86,508 and an increase in
inventory of $96,432, both reflecting the increase in product prepared for sales
for  the  year;  (iii)  an  increase  in  accrued  interest  payable of $44,042,
reflecting the increased borrowing activity by the Company; and (iv) an increase
in  amounts  due to officers of $224,597, reflecting primarily unpaid salary due
to  officers.

                                       11
<PAGE>
At  April  30,  2000,  the Company reported total current assets of $303,690, as
compared to $93,940 for the year ended April 30, 1999, an increase of over three
times.  At  April  30,  2000,  cash was equal to $26,810, as compared to zero at
April 30, 1999, accounts receivable - trade was equal to $91,129, as compared to
$4,621  at April 30, 1999, and inventories was equal to $185,751, as compared to
$89,319  at April 30, 1999.  The increases in all categories was a result of the
Company's  increased  sales  during  the  year  ended  April  30,  2000.

At  April  30,  2000, 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.

As  a  result  of  the  increase in sales for the year ended April 30, 2000, the
Company's  net  property and equipment increased from $107,141 at April 30, 1999
to  $265,074  at  April  30,  2000.  The equipment was obtained in order for the
Company  to  adequately  fulfill  the  increased  sales  orders.

Total  assets  at  April  30,  2000  were  $569,159  as compared to $201,441, an
increase  of  over  180%.

Total  current  liabilities  increased  from  $890,734  at  April  30,  1999  to
$1,094,324  at  April  30,  2000,  an  increase  of  22%.  This increase was due
primarily  to  an  increase in amounts due to officers from $629,760 to $854,357
and  an  increase  in  accrued  interest  payable  from $22,350 to $66,392, both
discussed  more  fully  above.  Notes  and  leases  payable  to  affiliates were
decreased  from  $56,746 at April 30, 1999 to zero at April 30, 2000 as a result
of the retirement of certain debt obligations owed to affiliates of the Company.

Total  liabilities  increased from $1,213,811 at April 30, 1999 to $2,150,420 at
April 30, 2000, an increase of over 77%.  In addition to the increase in current
liabilities  discussed above, the Company also reported long term notes payable,
net of current maturities equal to $133,769 as compared to zero for the previous
year, and notes and commitments payable to affiliates of $922,327 as compared to
$323,077  for the previous year, reflecting primarily a $554,450 note payable to
two  individuals  related  to  the  Company's Executive Vice President and Chief
Executive  Officer.

As  a  result  of  the  above,  total stockholders equity went from a deficit of
$1,012,370  at  April  30, 1999 to a deficit of $1,581,261 at April 30, 2000, an
increase  of  over  56%.

The  Company's independent certified public accountants' report on the April 30,
2000  financial  statements  contained  an explanatory paragraph expressing sub-
stantial  doubt  as  to the Company's ability  to  continue  as a going concern.
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.

ITEM  7  -  FINANCIAL  STATEMENTS

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


                                       12
<PAGE>
ITEM  8  -  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

     There  have  been  no  events  which are required to be reported under this
Item.

                                       13
<PAGE>
                                    PART III

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

                     NAME              AGE           POSITION
               David G. Williams        50     President and Director
          John D. "J.D." Rottweiler     54     Chief Financial Officer

David G.  Williams, Chief Executive Officer/President/Director: Mr. Williams has
served  as  a Director and President of the Company since the acquisition of the
assets of IHFC in April 1997.  Mr. Williams was previously the President of IHFC
and  the  sole  proprietor  of  the  operations  that were incorporated as IHFC.

Mr.  Williams's  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.  He is 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  served  as  Executive  Vice President and Chief
Financial  Officer of the Company since April 1997. Mr. Rottweiler has served as
the  Executive Trustee of The Phoenix Trust, a Phoenix, Arizona based management
consulting firm, from 1989 to the present. From 1989 to 1992, Mr. Rottweiler was
the  Director  of  Finance  and Operations for Santa Cruz Operations, Inc., with
responsibility for sales administration and planning, budgeting, and operational
analysis,  customer  service,  and  telemarketing  operations.

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.  He has served as officer and director of both
private  and  public  companies  in  the  finance,  insurance,  real estate, and
manufacturing industries.  He was the owner and founder of an investment banking
business  that  provided  capital financing, as principal and agent, for private
and  public  ventures.  He  is  a  graduate  from  the University of Utah with a
Bachelor of Science in Management, Bachelor of Science in Marketing, and Masters
of  Business  Administration.

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:

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 includes
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.

                                       14
<PAGE>
Esper  K.  Chandler,  Member  Technical Advisory Board: Independent Agricultural
Consultant  &  Farmer.  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  Bio-Remediation  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 con-
sultant  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 and  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  Texas  A&M  University and Division of
Agriculture,  at  West  Texas  A&M  University.

Dr.  John  D.  McGlone,  Ph.D.:  Dr.  McGlone  is a Professor and Director, Pork
Industry  Institute,  Department  of  Animal  Science and Food Technology with 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  R.  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.

                                       15
<PAGE>
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  a  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.

To  the Company's knowledge, David G. Williams, the Company's President and Sole
Director,  has not filed a Form 3 - Initial Statement of Beneficial Ownership of
Securities,  as required by Section 16(a).  If filed, Mr. Williams' Form 3 would
have  reflected  4,473,334  shares  currently  held  by  him.

To  the  Company's  knowledge, 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  7,000  shares  currently  held  by  him.

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


                                       16
<PAGE>
ITEM  10  -  EXECUTIVE  COMPENSATION

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.
<TABLE>
<CAPTION>


                                 ANNUAL COMPENSATION                          LONG TERM COMPENSATION
                     -----------------------------------------   -------------------------------------------------
                                                                         AWARDS                   PAYOUTS
                                                                 -----------------------    ----------------------
                                                                              SECURITIES
                                                                 RESTRICTED   UNDERLYING
NAME AND                                          OTHER ANNUAL     STOCK       OPTIONS       LTIP      ALL OTHER
PRINCIPAL                          SALARY/BONUS   COMPENSATION     AWARDS        SARS       PAYOUTS   COMPENSATION
POSITION                   YEAR        ($)            ($)           ($)          (#)          ($)         ($)
<S>                        <C>     <C>             <C>           <C>          <C>           <C>       <C>

David G. Williams
President and CEO.         2000     $ 175,000         -0-           -0-          -0-          -0-       $5,221 (1)
                           1999     $ 170,833         -0-           -0-          -0-          -0-       $1,568
                           1998     $ 146,333         -0-           -0-          -0-          -0-       $4,938
                           1997     $ 106,667         -0-           -0-          -0-          -0-       $2,178
John D. Rottweiler
Secretary and CFO.         2000     $ 125,000         -0-           -0-          -0-          -0-       $  -0- (2)
                           1999     $ 120,833         -0-           -0-          -0-          -0-       $  -0-
                           1998     $  96,667         -0-           -0-          -0-          -0-       $  -0-
                           1997     $  66,667         -0-           -0-          -0-          -0-       $  -0-
</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.  The note was paid in full in fiscal year
2000.

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
                                     (INDIVIDUAL GRANTS)

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

David G.  Williams . . . . . . . . . .       -0-             N/A             N/A           N/A
John D.  Rottweiler. . . . . . . . . .       -0-             N/A             N/A           N/A
</TABLE>

                                       17
<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-         N/A                N/A                          N/A
John D.  Rottweiler. . .   -0-         N/A                N/A                          N/A

</TABLE>


ITEM  11  -  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT

The  following  information  table  sets forth certain information regarding the
Company's  common  stock ownership on July 14, 2000 by (1) any person (including
any  "group")  who is known by the Company to own beneficially more than 5.0% of
its  outstanding  common stock, (2) each director and executive officer, and (3)
all  executive  officers  and  directors  as  a  group:

<TABLE>
<CAPTION>

                                           COMMON STOCK
                                           ------------
Title of Class              Name and Address                         Shares Owned   Percentage Owned
--------------              ----------------                         ------------   ----------------
<S>                         <C>                                      <C>            <C>
                            David G.  Williams
                            1718 Fry Road, Suite 450
Common Stock . . . . . . .  Houston TX  77084                        4,473,334           52.63%

                            John D.  Rottweiler
                            1718 Fry Road, Suite 450
Common Stock . . . . . . .  Houston TX  77084                            7,000        Less than 1.0%

                            First Trust
                            131 South 42nd Place
Common Stock . . . . . . .  Phoenix AZ  85034                          578,100            6.80%

Common Stock . . . . . . .  All officers and directors as a group,
                              including affiliates                   4,480,334           52.72%
</TABLE>

(1)     Represents  beneficial  ownership  via  shares  owned  by  John  Duke
Rottweiler,  son  of  John  D. Rottweiler and Bonita Rottweiler, wife of John D.
Rottweiler.


                                       18
<PAGE>
ITEM  12  -  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

The  Company  has  a  long-term  capital lease payable to David G. Williams, the
Company's  President  and controlling shareholder for the use of a vehicle.  The
lease  has  an  effective  interest  rate  of  12.74%  and is payable in monthly
installments  of approximately $800, including accrued interest.  The lease term
is  from  August  24, 1997 to July 28, 1999.  As of April  30,  1999  and  1998,
the lease has an outstanding  balance  of  approximately  $29,480  and  $29,480,
respectively.

The  Company  has  a  long-term  capital lease payable to David G. Williams, the
Company's  President  and  controlling  shareholder for the use of manufacturing
equipment.  The  lease has an effective interest rate of 12.5% and is payable in
monthly  installments  of  approximately  $303, including accrued interest.  The
lease  term  is  from  May  1, 1998 to April 30, 2001.  As of April 30, 1999 and
1998,  the  lease  has  an outstanding balance of approximately $9,646 and $-0-,
respectively.

The  Company  has  a  long-term  capital lease payable to David G. Williams, the
Company's  President  and  controlling  shareholder  for  the  use of production
equipment.  The  lease has an effective interest rate of 12.5% and is payable in
monthly  installments  of  approximately  $346, including accrued interest.  The
lease  term  is  from August 1, 1998 to July 30, 2001.  As of April 30, 1999 and
1998,  the  lease  has an outstanding balance of approximately $10,350 and $-0-,
respectively.

The  Company  has  executed  a  $7,270  note  payable  to the JDR Trust, a trust
controlled  by  John  D.  Rottweiler, the Company's Executive Vice President and
Chief Financial Officer.  The note bears interest at 10.5% and all principal and
accrued interest were due at maturity in August 1999.  The note was paid in full
at  maturity  and  was  unsecured.  At  April 30, 1999 and 1998, the note had an
outstanding  balance  of  approximately  $7,270  and  $7,270,  respectively.

The  Company  has  a  $217,877  term note payable to a corporation controlled by
family  members affiliated with John D. Rottweiler, the Company's Executive Vice
President  and Chief Financial Officer.  The note bears interest at 9.0% and all
principal  and  accrued  interest  due  at  maturity  in July 2002.  The note is
unsecured.  At  April  30, 1999 and 1998, the note had an outstanding balance of
approximately  $173,077  and  $138,088,  respectively.

On June 30, 1999, the Company executed a term note payable with two individuals,
who  are  family  members  affiliated  with  John  D.  Rottweiler, the Company's
Executive  Vice  President  and  Chief Financial Officer, in the gross amount of
approximately $153,650.  The loan bears interest at 9.0%.  The principal balance
and  accrued  interest is due on or before July 1, 2004.  The note is unsecured.

The  Company  has  an  Agreement  of Product Development and Funding between the
Company  and  The  Everett  Stewart  and  Beulah  Stewart  Family Trust, a Trust
controlled  by  a  shareholder  of  the  Company.  The Agreement pertains to the
funding  necessary  for  the  research  and  development  of a prototype turbine
driven,  positive  displacement  pump  to  apply  and  distribute  the Company's
products  in  an  agricultural setting in liquid form.  The Agreement requires a
minimum  funding  of  $100,000  and  the  Trust  reserves the exclusive right to
provide  additional funding for this equipment.  As of April 30, 1999, the Trust
had  funded  an  aggregate  of  $150,000  under the terms and conditions of this
Agreement.  Repayment  of  the  funds advanced are required at a rate of 6.0% of
gross  sales  of  equipment to be developed and are due and payable in the month
following  collection  of  funds  related  to  the  sale  or utilization of this
equipment.  The  Agreement requires a total agreed repayment of $450,000.  As of
April  30,  1999  and  subsequent  thereto,  the  Company  has not completed the
development  of  the equipment prototype and, accordingly, has no gross sales of
the  underlying  equipment.


                                       19
<PAGE>
The  Company  had  a operating lease payable to David G. Williams, the Company's
President  and  controlling  shareholder  for the use of an airplane.  The lease
required  monthly payments of $2,560 and the Company was required to provide all
necessary  insurance  coverage and maintenance.  The lease term was from July 1,
1996  through  June 30, 1999.  The lease was terminated by mutual consent of all
parties  on  July  31,  1998.

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 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  to  David  G.  Williams.

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,  1999  and  1998, total cumulative amounts unpaid under these
agreements  are  as  follows:

<TABLE>
<CAPTION>

<S>                           <C>       <C>
                                2000      1999
                              --------  --------
Officer compensation. . . .   $854,357  $629,760
Airplane lease payments . .          -         -
Royalty Fees. . . . . . . .          -         -
                              --------  --------
                              $854,357  $629,760
                              ========  ========
</TABLE>

     Future  amounts  due  under  the  employment  agreements  are  as  follows:

<TABLE>
<CAPTION>

<S>                           <C>           <C>
                              Year ending
                               April 30,       Amount
                              -----------   ------------
                                 2001       $    300,000
                                 2002       $     50,000
                                            ------------
                                Total       $    650,000
                                            ============
</TABLE>

                                       20
<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.

10.6 (1)     Marketing agreement  by and between Humatech, Inc. and Club Market-
             ing  Services

10.7 (1)     Agreement of Product  Development  and  Funding between The Everett
             Stewart and Beulah Stewart Family Trust (Trust) and Humatech, Inc.

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

     No  reports  on  Form  8-K  were  filed  during  the period of this report.


                                       21
<PAGE>
                                   SIGNATURES

     In  accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



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

                                       22
<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

                                       23
<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

                                       24
<PAGE>

                                 HUMATECH, INC.

                           INDEX TO FINANCIAL STATEMENTS

                                    CONTENTS
                                                                  Page
                                                                  ----

REPORT  OF  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS           F-2

RESTATED  FINANCIAL  STATEMENTS

     Balance  Sheets
          as  of  April  30,  2000  and  1999                     F-3

     Statements  of  Operations  and  Comprehensive  Loss
          for  the  years  ended  April  30,  2000  and  1999     F-4

     Statement  of  Changes  in  Stockholders'  Equity
          for  the  years  ended  April  30,  2000  and  1999     F-5

     Statements  of  Cash  Flows
          for  the  years  ended  April  30,  2000  and  1999     F-6

     Notes  to  Financial  Statements                             F-7


<PAGE>

               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, 2000 and 1999 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  generally  accepted  auditing
standards.  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,  2000  and 1999, and the results of its operations and its cash flows
for  each  of  the  years  then  ended,  in  conformity  with generally accepted
accounting  principles.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note B 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 June 2, 2000.  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  June 2, 2000. No reliance should be placed on our
opinion  dated  June  2,  2000.


                                             /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, 2000 and 1999


                                                          2000          1999
                                                      ------------  ------------
                                    ASSETS
                                    ------
<S>                                                   <C>           <C>
CURRENT ASSETS
  Cash on hand and in bank . . . . . . . . . . . . .  $    26,810   $         -
  Accounts receivable - trade,
    net of allowance for doubtful accounts
    of $-0- and $-0-, respectively . . . . . . . . .       91,129         4,621
  Inventories. . . . . . . . . . . . . . . . . . . .      185,751        89,319
                                                      ------------  ------------
    TOTAL CURRENT ASSETS . . . . . . . . . . . . . .      303,690        93,940
                                                      ------------  ------------

PROPERTY AND EQUIPMENT - AT COST
  Transportation equipment . . . . . . . . . . . . .      252,758       141,996
  Manufacturing and processing equipment . . . . . .      168,119        86,453
  Office furniture and fixtures. . . . . . . . . . .       19,012        10,955
                                                      ------------  ------------
                                                          439,889       239,404
  Accumulated depreciation . . . . . . . . . . . . .     (174,815)     (132,263)
                                                      ------------  ------------
    NET PROPERTY AND EQUIPMENT . . . . . . . . . . .      265,074       107,141
                                                      ------------  ------------

OTHER ASSETS . . . . . . . . . . . . . . . . . . . .          395           360
                                                      ------------  ------------

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . .  $   569,159   $   201,441
                                                      ============  ============

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

CURRENT LIABILITIES
  Cash overdraft . . . . . . . . . . . . . . . . . .  $         -   $     1,819
  Notes payable to banks and finance companies . . .       84,500        84,608
  Notes and leases payable to affiliates . . . . . .            -        56,746
  Customer deposits. . . . . . . . . . . . . . . . .        8,800        10,500
  Accounts payable - trade . . . . . . . . . . . . .       80,275        84,951
  Accrued interest payable . . . . . . . . . . . . .       66,392        22,350
  Due to officers. . . . . . . . . . . . . . . . . .      854,357       629,760
                                                      ------------  ------------
    TOTAL CURRENT LIABILITIES. . . . . . . . . . . .    1,094,324       890,734
                                                      ------------  ------------

LONG-TERM LIABILITIES
  Long-term notes payable, net of current maturities      133,769             -
  Notes and commitments payable to affiliates. . . .      922,327       323,077
                                                      ------------  ------------
    TOTAL LIABILITIES. . . . . . . . . . . . . . . .    2,150,420     1,213,811
                                                      ------------  ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Common stock - no par value.
    25,000,000 shares authorized
    8,455,114 issued and outstanding . . . . . . . .      123,157       123,157
  Accumulated deficit. . . . . . . . . . . . . . . .   (1,704,418)   (1,135,527)
                                                      ------------  ------------
    TOTAL STOCKHOLDERS' EQUITY . . . . . . . . . . .   (1,581,261)   (1,012,370)
                                                      ------------  ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY . . . . .  $   569,159   $   201,441
                                                      ============  ============
</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, 2000 and 1999


                                                               2000         1999
                                                            -----------  -----------

<S>                                                         <C>          <C>
REVENUES
  Sales, net of discounts, returns and allowances
    of $-0- and $2,291, respectively
      Domestic . . . . . . . . . . . . . . . . . . . . . .  $  207,414   $  157,524
      Related Party
        Foreign, principally United Kingdom. . . . . . . .      37,079            -
                                                            -----------  -----------
    NET REVENUES . . . . . . . . . . . . . . . . . . . . .     244,493      157,524
                                                            -----------  -----------

COST OF SALES. . . . . . . . . . . . . . . . . . . . . . .      90,145       86,245
                                                            -----------  -----------

GROSS PROFIT . . . . . . . . . . . . . . . . . . . . . . .     154,348       71,279
                                                            -----------  -----------

OPERATING EXPENSES
  Research and development expenses. . . . . . . . . . . .      14,450       15,000
  Commissions and other sales and marketing expenses . . .      48,291       73,319
  Officer compensation . . . . . . . . . . . . . . . . . .     300,000      291,667
  Other operating expenses . . . . . . . . . . . . . . . .     256,266       44,490
  Interest expense . . . . . . . . . . . . . . . . . . . .      60,742       28,577
  Depreciation expense . . . . . . . . . . . . . . . . . .      43,490       26,480
                                                            -----------  -----------
    TOTAL OPERATING EXPENSES . . . . . . . . . . . . . . .     723,239      479,533
                                                            -----------  -----------

LOSS FROM OPERATIONS . . . . . . . . . . . . . . . . . . .    (568,891)    (408,254)

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

NET LOSS . . . . . . . . . . . . . . . . . . . . . . . . .    (568,891)    (408,254)

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

COMPREHENSIVE INCOME . . . . . . . . . . . . . . . . . . .  $ (568,891)  $ (408,254)
                                                            ===========  ===========

Net loss per weighted-average
  share of common stock
  outstanding, calculated on
  Net Loss - basic and fully diluted . . . . . . . . . . .  $    (0.07)  $    (0.05)
                                                            ===========  ===========

Weighted-average number of shares
  of common stock outstanding. . . . . . . . . . . . . . .   8,455,114    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, 2000 and 1999


                                                Common Stock         Accumulated
                                         --------------------------
                                            Shares        Amount       deficit        Total
                                         ------------  ------------  ------------  ------------

<S>                                      <C>           <C>           <C>           <C>
BALANCES AT MAY 1, 1998 . . . . . . . . .   8,455,114  $    123,157  $  (727,273)  $  (604,116)

Net loss for the year . . . . . . . . . .           -             -     (408,254)     (408,254)
                                         ------------  ------------  ------------  ------------

BALANCES AT APRIL 30, 1999. . . . . . . .   8,455,114       123,157   (1,135,527)   (1,012,370)

Net loss for the year . . . . . . . . . .           -             -     (568,891)     (329,651)
                                         ------------  ------------  ------------  ------------

BALANCES AT APRIL 30, 2000. . . . . . . .   8,455,114  $    123,157  $(1,704,418)  $(1,342,021)
                                         ============  ============  ============  ============

</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, 2000 and 1999

                                                              2000            1999
                                                          -------------  ---------------
<S>                                                       <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the period. . . . . . . . . . . . . . . .  $   (568,891)  $     (408,254)
  Adjustments to reconcile net loss to
    net cash provided by operating activities
      Depreciation . . . . . . . . . . . . . . . . . . .        43,490           26,480
      Common stock issued for payment of consulting fees             -                -
      (Increase) Decrease in
        Accounts receivable - trade. . . . . . . . . . .       (86,508)             611
        Inventory. . . . . . . . . . . . . . . . . . . .       (96,432)          10,340
        Deposits and other . . . . . . . . . . . . . . .           (35)
      Increase (Decrease) in
        Accounts payable - trade . . . . . . . . . . . .        (4,676)           6,131
        Accrued interest payable . . . . . . . . . . . .        44,042           14,115
        Due to officers. . . . . . . . . . . . . . . . .       224,597          206,791
        Customer deposits. . . . . . . . . . . . . . . .        (1,700)          10,500
                                                          -------------  ---------------
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES. .      (446,113)        (133,286)
                                                          -------------  ---------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment . . . . . . . . . .       (42,488)         (42,212)
                                                          -------------  ---------------
CASH FLOWS USED IN INVESTING ACTIVITIES. . . . . . . . .       (42,488)         (42,212)
                                                          -------------  ---------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Increase (Decrease) in cash overdraft. . . . . . . . .        (1,819)           1,819
  Proceeds from loans payable to affiliates. . . . . . .       599,250          184,989
  Principal payments on loans payable. . . . . . . . . .       (82,020)         (16,148)
                                                          -------------  ---------------
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES. .       515,411          170,660
                                                          -------------  ---------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS . . . .        26,810           (4,838)

Cash and cash equivalents at beginning of year . . . . .             -            4,838
                                                          -------------  ---------------

CASH AND CASH EQUIVALENTS AT END OF YEAR . . . . . . . .  $     26,810   $            -
                                                          =============  ===============

SUPPLEMENTAL DISCLOSURE OF
  INTEREST AND INCOME TAXES PAID
Interest paid for the period . . . . . . . . . . . . . .  $     16,700   $       14,462
                                                          =============  ===============
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 . . . . .  $    158,935   $       19,936
                                                          =============  ===============

</TABLE>
The accompany 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
$(1,700,000) and has used cumulative cash in  operating  activities  of approxi-
mately  $(544,000)  during  the  period from May 1, 1997 through April 30, 2000.
Further,  in  prior  periods,  the  Company  was  irregular  in making scheduled
payments  on  notes  payable to banks and other financing entities. Accordingly,
the lender(s) could have, at their sole discretion, declare the then outstanding
indebtedness  to  be  immediately  due  and  payable. The lender could have then
foreclose  on  a significant portion of the Company's assets, which could have a
material  adverse  effect  on  the Company's financial condition and operations.


                                      F-7
<PAGE>
                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                                    RESTATED


NOTE  C  -  GOING  CONCERN  UNCERTAINTY  -  CONTINUED

Management  is  of  the opinion that current sales trends and foreign demand for
the  Company's  products  will  provide sufficient cash to support the Company's
day-to-day  liquidity  requirements  as  well  as  retire  outstanding  debt and
delinquent  trade  payables.

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>
                                          Year ended
                                          April 30,        Cumulative
                                             2000       effect of changes
                                         ------------  -------------------

Net Loss, as previously reported. . . .  $  (329,650)    $    (329,650)
Effect of the correction of an error
  Recalculation of recognized revenue .     (277,640)         (277,640)
  Recalculation of cost of goods sold .      (38,400)          (38,400)
                                         ------------    --------------
    Total effect of changes on
      Loss from Operations and Net Loss     (239,240)         (239,240)
                                         ------------    --------------
Net Loss, as restated . . . . . . . . .  $  (568,891)    $    (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>
                                             Year ended
                                             April 30,        Cumulative
                                                2000       effect of changes
                                            ------------  -------------------

Earnings per share, as previously reported  $     (0.04)    $       (0.04)
Total effect of changes. . . . . . . . . .        (0.03)            (0.03)
                                            ------------    --------------

Earnings per share, as restated. . . . . .  $     (0.07)    $       (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 and Arizona, and to
a  related party account 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  at  the  time  materials  are  shipped to the Company's
customers.

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.

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

Research  and  development  expenses  are  charged  to  operations  as incurred.


                                      F-9
<PAGE>
                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                                    RESTATED


NOTE  E  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  CONTINUED

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,  2000  and 1999, 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  depreci-
ation.

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,  2000 and 1999, the Company has 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.


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>
                                                2000       1999
                                              ---------  ---------
      Vehicles
        Related party. . . . . . . . . . . .  $ 29,480   $ 29,480
      Manufacturing and processing equipment
        Unrelated. . . . . . . . . . . . . .    19,691     19,691
        Related party. . . . . . . . . . . .         -     14,196
                                              ---------  ---------
                                                49,171     63,367
      Accumulated depreciation . . . . . . .   (31,994)   (23,838)
                                              ---------  ---------
                                              $ 17,177   $ 39,529
                                              =========  =========

</TABLE>

                                      F-10
<PAGE>

                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                                    RESTATED


NOTE  H  -  INVENTORY

Inventory  consists  of  the following at April 30, 2000 and 1999, respectively:
<TABLE>
<CAPTION>
<S>                                           <C>      <C>
                                                2000      1999
                                              --------  --------
        Raw materials . . . . . . . . . . .   $126,762   $88,195
        Work-in-process . . . . . . . . . .     14,673         -
        Finished goods. . . . . . . . . . .     44,316     1,124
                                              --------   -------

        Totals. . . . . . . . . . . . . . .   $185,751   $89,319
                                              ========   =======

</TABLE>

NOTE  I  -  NOTES  PAYABLE  TO  BANKS  AND  FINANCE  COMPANIES
<TABLE>
<CAPTION>
<S>                                                                <C>      <C>
                                                                    2000     1999
                                                                   -------  -------
64,820 installment note payable to a bank.  Interest
  at the Wall Street Journal Prime Rate plus 2.5%
  (10.75% at April 30, 1999).  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.. . . . . . . . . . . . . . . . . . . . . . . . . .  $30,760  $53,860

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. . . . . . . . . . .   17,766   21,536

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    9,212

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/. . . . . . . . . . .    6,711        -

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
</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>
                                                                       2000       1999
                                                                     ---------  ---------
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. . . . . . . . . . . .    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 . . . . . . . .    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.. . . . . . . . . . . . . . . . . . . . . . . . . . . .    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.. . . . . . . . . . . .    10,921          -
                                                                     ---------  ---------

Total notes payable to banks and finance companies. . . . . . . . .   218,269     84,608

    Less current maturities . . . . . . . . . . . . . . . . . . . .   (84,500)   (84,608)
                                                                     ---------  ---------

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

Future  maturities  of  long-term  debt  are  as  follows:
<TABLE>
<CAPTION>
<S>                                                                <C>            <C>
                                                                   Year ending
                                                                      April 30      Amount
                                                                   ------------    --------
                                                                       2001        $ 84,500
                                                                       2002          52,092
                                                                       2003          33,259
                                                                       2004          27,701
                                                                       2005          10,824
                                                                       2006           6,829
                                                                       2007           3,064
                                                                                   --------
                                                                           Totals  $218,269
                                                                                   ========
</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.  Due to these conditions, all installment
notes  were  classified  as  current  in  the  Fiscal 1999 financial statements.
During  Fiscal  2000, the Company was more diligent in making scheduled payments
as  required.

                                      F-12
<PAGE>
                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                                    RESTATED


NOTE  J  -  NOTES  AND  LEASES  PAYABLE  TO  AFFILIATES
<TABLE>
<CAPTION>
<S>                                                         <C>       <C>
                                                              2000     1999
                                                            --------  -------
Capital lease payable to the Company's President and
  controlling shareholder for the use of a vehicle.
  Interest at 12.74%.  Payable in monthly installments
  of approximately $800, including accrued interest.
  Lease term from August 24, 1997 to July 28, 1999.
  Lease canceled and equipment refinanced in the
  Company's name during Fiscal 2000. . . . . . . . . . . .  $      -  $29,480

Capital lease payable to the Company's President and
  controlling shareholder for the use of equipment.
  Interest at 12.5%.  Payable in monthly installments
  of approximately $303, including accrued interest.
  Lease term from May 1, 1998 to April 30, 2001.
  Lease canceled and equipment refinanced in the
  Company's name during Fiscal 2000. . . . . . . . . . . .         -    9,646

Capital lease payable to the Company's President and
  controlling shareholder for the use of equipment.
  Interest at 12.5%.  Payable in monthly installments
  of approximately $346, including accrued interest.
  Lease term from August 1, 1998 to July 30, 2001.
  Lease canceled and equipment refinanced in the
  Company's name during Fiscal 2000. . . . . . . . . . . .         -   10,350

7,270 note payable to a trust controlled by the Company's
  Executive Vice President and Chief Financial Officer.
  Interest at 10.5%.  Principal and accrued interest due
  at maturity in August 1999.  Unsecured . . . . . . . . .         -    7,270
                                                            --------  -------

Total notes and leases payable to affiliates . . . . . . .  $      -  $56,746
                                                            ========  =======
</TABLE>


NOTE  K  -  LONG-TERM  NOTES  AND  COMMITMENTS  PAYABLE  TO  AFFILIATES
<TABLE>
<CAPTION>
<S>                                                        <C>       <C>
                                                             2000      1999
                                                           --------  --------
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. . .  $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.. . . . . . . . . . . . . . . . . . . . . . .   217,877   173,077
</TABLE>


                                      F-13
<PAGE>
                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                                    RESTATED


NOTE  K  -  LONG-TERM  NOTES  AND  COMMITMENTS PAYABLE TO AFFILIATES - CONTINUED
<TABLE>
<CAPTION>
<S>                                                          <C>       <C>
                                                               2000      1999
                                                             --------  --------
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, 2000
  and subsequent thereto, the Company has not completed
  the development of the equipment prototype and,
  accordingly, has no gross sales of the underlying
  product.. . . . . . . . . . . . . . . . . . . . . . . . .   150,000   150,000
                                                             --------  --------

Total long-term notes and commitments payable to affiliates  $922,327  $323,077
                                                             ========  ========

</TABLE>

NOTE  L  -  DUE  TO  OFFICERS

The  Company  had  a  operating  lease  payable  to  the Company's President and
controlling  shareholder for the use of an airplane.  The lease requires monthly
payments  of  $2,560  and  the  Company  was  required  to provide all necessary
insurance  coverage  and  maintenance.  The  lease  term  was  from July 1, 1996
through  June  30,  1999.  The  lease  was  terminated  by mutual consent of all
parties  on  July  31,  1998.

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, 2000 and 1999, respectively, the Company paid or
accrued  approximately  $5,221  and  $1,568  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 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 an individual 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,  2000  and  1999, total cumulative amounts unpaid under these
agreements  are  as  follows:

                                                  2000         1999
                                                --------     --------
                    Officer  compensation       $854,357     $629,760
                    Airplane  lease  payments          -            -
                    Royalty  fees                      -            -
                                                --------     --------
                                                $854,357     $629,760
                                                ========     ========

                                      F-14
<PAGE>
                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                                    RESTATED


NOTE  M  -  DUE  TO  OFFICERS

Future  amounts  due  under  the  employment  agreements  are  as  follows:

                         Year  ending
                            April  30,       Amount
                         -------------     --------
                              2001          $300,000
                              2002            50,000
                                            --------
                         Totals             $350,000
                                            ========
NOTE  N  -  INCOME  TAXES

The  components  of  income  tax (benefit) expense for the years ended April 30,
2000  and  1999,  respectively,  are  as  follows:
                              2000                  1999
                           ----------            ----------
     Federal:
          Current          $          -          $         -
          Deferred                    -                    -
                            -----------          -----------
                                      -                    -
                            -----------          -----------
     State:
          Current                     -                    -
          Deferred                    -                    -
                            -----------          -----------
                                      -                    -
                            -----------          -----------

          Total            $          -          $         -
                           ============          ===========

As  of  April  30,  2000,  the  Company has a net operating loss carryforward of
approximately  $1,369,000  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, 2000 and 1999,
respectively, differed from the statutory federal rate of 34 percent as follows:

<TABLE>
<CAPTION>
<S>                                                            <C>              <C>
                                                                    2000             1999
                                                               ---------------  ---------------
Statutory rate applied to earnings (loss) before income taxes  $     (193,000)  $     (138,800)
Increase (decrease) in income taxes resulting from:
  State income taxes. . . . . . . . . . . . . . . . . . . . .               -                -
  Other including reserve for deferred tax asset. . . . . . .         193,000          138,800
                                                               ---------------  ---------------

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

The  deferred  current  tax  asset on the April 30, 2000 and 1999, respectively,
balance  sheet  consists  of  the  following:

<TABLE>
<CAPTION>
<S>                                                            <C>              <C>
                                                                     2000             1999
                                                               ---------------  ---------------

  Current deferred tax asset. . . . . . . . . . . . . . . . .  $      465,500   $      263,800
    Reserve . . . . . . . . . . . . . . . . . . . . . . . . .        (465,500)        (263,800)
                                                               ---------------  ---------------

  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,  1999  and  1998,  the  reserve  for  the  deferred current tax asset
increased  by  approximately  $318,000  and  138,800,  respectively.

                                      F-15
<PAGE>
                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                                    RESTATED


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,
2000  and  for the year then ended, 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.

On  September  1,  1999,  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.

                                      F-16
<PAGE>