SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                   FORM 10-KSB

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

                    FOR THE FISCAL YEAR ENDED APRIL 30, 2002

[   ]     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.       $245,581 for
the  year  ended  April  30,  2002.

     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.)  $7,226,804, based on the closing price of
$0.84  for  the  common  stock  on  July  24,  2002.

     Indicate  the  number of shares outstanding of each of the issuer's classes
of  common stock, as of the latest practicable date.  As of July 24, 2002, there
were  15,421,593  shares  of common stock, no par value, issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

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

                     Transitional Small Business Disclosure
                               Format (check one):

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

<PAGE>
                                 HUMATECH, INC.

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

                                     Part I

ITEM  1  -  DESCRIPTION  OF  BUSINESS                                          2
-------------------------------------

ITEM  2  -  DESCRIPTION  OF  PROPERTY                                          9
-------------------------------------

ITEM  3  -  LEGAL  PROCEEDINGS                                                 9
------------------------------

ITEM  4  -  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS       10
-----------------------------------------------------------------------

                                    Part II

ITEM  5  -  MARKET  FOR  COMMON  EQUITY  AND RELATED STOCKHOLDER MATTERS      11
------------------------------------------------------------------------

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

ITEM  7  -  FINANCIAL  STATEMENTS                                             19

ITEM  8  -  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON
-----------------------------------------------------------------
            ACCOUNTING AND FINANCIAL  DISCLOSURE                              19
            ------------------------------------

                                    Part III

ITEM  9  -  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL
---------------------------------------------------------------------
            PERSONS; COMPLIANCE  WITH  SECTION  16(a)  OF  THE EXCHANGE ACT   20
            ---------------------------------------------------------------

ITEM  10  -  EXECUTIVE  COMPENSATION                                          21
------------------------------------

ITEM  11  -  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT   23
---------------------------------------------------------------------------

ITEM  12  -  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS               24
---------------------------------------------------------------

ITEM  13  -  EXHIBITS  AND  REPORTS  ON  FORM  8-K                            25
--------------------------------------------------




<PAGE>
                                     PART I

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

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

ITEM  1  -  DESCRIPTION  OF  BUSINESS

HISTORY

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

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

BUSINESS  OVERVIEW

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

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

-     Increased  cost  of,  and  dependence on, external inputs of chemicals and
      energy;
-     Continued  decline  in  soil  productivity from excessive soil erosion and
      nutrient  runoff  losses;
-     Contamination  of surface and groundwater from fertilizers and pesticides;
-     Hazards  to  human  and  animal health and to food quality and safety from
      agricultural  chemicals;
-     Demise  of  the  family  farm  and  localized  marketing  system.

                                        2
<PAGE>

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

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

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

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

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

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

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

                                        3
<PAGE>

     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.
Humatech  has  developed a process whereby humic acids are extracted in a manner
that  will  produce a viable, efficacious product that consistently exhibits the
attributes  expected  by  all  concerned.

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

     We  manufacture  and  distribute organic based fertilizer products to three
primary  groups:  (A)  growers  of  agricultural  crops,  (B)  golf  courses and
commercial  landscapers, and (C) mass merchandisers and independent nurseries in
the lawn and garden market.  Our fertilizer products accounted for approximately
80%  of  our  sales  last  year.

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

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

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

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

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

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

                                        4
<PAGE>

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

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

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

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

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

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

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

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

-     ORGANIC ADVANTAGE BLOOM SET LEAF SPRAY.  This product, designed for indoor
use, stimulates the bloom set, builds strong roots, and provides plant nutrition
through  the  leaves.

                                        5
<PAGE>

-     ORGANIC  ADVANTAGE  INDOOR  PLANT  AND  BLOOM.  This product, designed for
indoor  use,  builds  strong  roots,  stimulates  the  bloom  set, improves soil
structure  and  aeration,  and  improves  a  plant's  water  holding  capacity.

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

     We also manufacture and distribute organic based animal feed supplements to
the animal feeding industry.  Sales of our animal feed supplements accounted for
approximately  20%  of  our  sales  last  year.

     Our  animal  feed  supplement  products  consist  of:

-     PROMAX.  An  organic,  non-toxic  feed  ingredient  used  for non-ruminant
animals  that  provides an all-natural source of nutritional iron.  All the data
on  the  benefits  of  PROMAX  have  been gathered from scientific research from
extensive  research  trials  at  Texas A&M University and Texas Tech University.

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

     We  manufacture  a  limited  line of products that assist in the removal of
contaminants  from  the  soil.  Our bio-remediation products did not account for
any  of  our  sales  last year, and are not expected to account for any material
portion  of  our  sales  in  the  fiscal  year  ended  April  30,  2003.

     Our  bio-remediation  products  are:

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

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

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

                                        6
<PAGE>

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

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

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

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

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

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

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

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

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

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

                                        7
<PAGE>

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

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

Patents  and  Trademarks
------------------------

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

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

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

     During  the  last  two  fiscal years, we have spent approximately 5% of our
personnel  resources,  and  approximately  15%  of  our  financial resources, on
research and development activities.  These costs are borne primarily by us, and
are not directly passed on to our customers except in the appropriate pricing of
our  products.

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

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

                                        8
<PAGE>

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

Inflation
---------

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

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

     In  November  1998,  we  entered into a letter of intent for the purpose of
establishing  a joint venture to promote and sell our products into the European
Union  of  Countries.  On  November  12,  1998,  we  formed  a  new entity named
Humatech,  Ltd.,  of  which we own a 48.8% interest, with the remaining interest
owned  by  European-based  investors.  We  conduct  business with Humatech, Ltd.
under  equal  terms and conditions to those of domestic sales to unrelated third
parties.  Sales  to  Humatech,  Ltd. did not account for any of our sales in the
last  fiscal  year,  and  accounted  for 15% of our sales during the fiscal year
ended  April  30,  2001.

Employees
---------

     As of July 24, 2002, we employed a total of eight (8) full-time and two (2)
part-time  employees,  two  (2)  of which were officers, three (3) of which were
engaged  in  manufacturing  activities, three (3) of which were engaged in sales
activities,  and  two  (2)  of  which were engaged in administrative activities.

ITEM  2  -  DESCRIPTION  OF  PROPERTY

     We  maintain  our  executive  and  administrative offices at 1718 Fry Road,
Suite  450,  Houston,  Texas  77084.  We are subject to a lease which expired on
January  31,  2002  but  which  was extended until August 31, 2002, with monthly
rental  payments of approximately $1,360, plus our pro-rata share of common area
expenses,  insurance,  and  taxes.  The lease contains an option to renew for an
additional  three  (3)  years  at  the  then  current  market  rental rates.  We
anticipate  renewing  this  lease  upon  its  termination.

     Our  warehouse,  manufacturing  and  distribution facility is located 27711
Katy Freeway, Katy, Texas 77494.  We executed a one (1) year operating lease for
this  facility  on  July  1,  2001, which has been extended until June 30, 2003,
requiring  monthly  payments  of  approximately  $1,800.  At  this  facility, we
maintain  all  of our manufacturing equipment.  We anticipate that this facility
will be sufficient to handle our warehouse and production requirements until our
sales  exceed  approximately  $5  to  $6  million  annually.

     We  maintain  field  production  facilities  in  Albuquerque,  New  Mexico,
pursuant to a  month-to-month  lease  with  monthly  rental  payments of $1,050.

ITEM  3  -  LEGAL  PROCEEDINGS

     In  the  ordinary  course of business, we are from time  to  time  involved
in various  pending  or  threatened  legal  actions.  The  litigation process is
inherently  uncertain  and  it  is  possible that the resolution of such matters
might  have  a material adverse effect our financial condition and/or results of
operations.  However,  in  the  opinion  of  our  management,  matters currently
pending  or  threatened  against  us are not expected to have a material adverse
effect  on  our  financial  position  or  results  of  operations.

                                        9
<PAGE>

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

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

                                       10
<PAGE>

                                     PART II

ITEM  5  -  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

MARKET  INFORMATION

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

     Below is a table indicating the range of high  and  low  transaction  price
for the common stock for each  quarterly  period  within  the  most  recent  two
fiscal years.  The  information  reflects  prices between dealers, and does  not
include retail  markup,  markdown,  or  commission, and may not represent actual
transactions.
<TABLE>
<CAPTION>

<S>          <C>                     <C>    <C>
FISCAL YEAR
ENDED                                   PRICES
APRIL 30         PERIOD              HIGH    LOW
-----------  -------------           -----  -----

2001. . . .  First Quarter           $3.00  $1.50
             Second Quarter          $2.00  $0.41
             Third Quarter           $0.78  $0.38
             Fourth Quarter          $0.56  $0.36

2002. . . .  First Quarter           $0.90  $0.36
             Second Quarter          $0.90  $0.36
             Third Quarter           $0.65  $0.25
             Fourth Quarter          $1.46  $0.90

Close on July 24, 2002               $0.87  $0.83
</TABLE>

     The  Securities  Enforcement  and  Penny  Stock Reform Act of 1990 requires
additional disclosure relating to the market for penny stocks in connection with
trades  in  any  stock  defined  as  a  penny stock.  The Commission has adopted
regulations  that  generally define a penny stock to be any equity security that
has  a  market  price  of less than $5.00 per share, subject to a few exceptions
that  we do not meet.  Unless an exception is available, the regulations require
the  delivery, prior to any transaction involving a penny stock, of a disclosure
schedule  explaining  the penny stock market and the risks associated therewith.

HOLDERS

     As  of  April  30,  2002  and  July  24,  2002,  there  were 14,840,334 and
15,421,593  shares, respectively, of our common stock issued and outstanding and
held  by  approximately  144  holders  of  record.

DIVIDEND  POLICY

     We  have not paid any dividends on our common stock and do not expect to do
so  in  the  foreseeable  future.  We  intend  to apply our earnings, if any, in
expanding  our operations and related activities.  The payment of cash dividends
in  the  future  will  be  at  the discretion of the Board of Directors and will
depend upon such factors as earnings levels, capital requirements, our financial
condition  and  other  factors  deemed  relevant  by  the  Board  of  Directors.

                                       11
<PAGE>

RECENT  SALES  OF  UNREGISTERED  SECURITIES

     In  March 2002, we issued 18,741 shares of our common stock to an unrelated
individual  upon  the  exercise  of  his options for cash consideration equal to
$7,500,  or $0.40 per share.  The issuance was exempt from registration pursuant
to  Section  4(2)  of  the  Securities  Act  of  1933.

     In March 2002, we issued 100,000 shares of our common stock to an unrelated
accredited investor for cash consideration equal to $50,000, or $0.50 per share.
The  issuance  was  exempt  from  registration  pursuant  to Section 4(2) of the
Securities  Act  of  1933.

ITEM  6  -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

1.     CAUTION  REGARDING  FORWARD-LOOKING  INFORMATION

     Certain  statements  contained in this quarterly filing, including, without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve  known and unknown risks, uncertainties and
other  factors that may cause the actual results, performance or achievements of
the  Company,  or  industry  results, to be materially different from any future
results,  performance  or  achievements  expressed  or  implied  by  such
forward-looking  statements.

     Such  factors include, among others, the following: international, national
and  local  general  economic  and  market  conditions; demographic changes; the
ability of the Company to sustain, manage or forecast its growth; the ability of
the  Company to successfully make and integrate acquisitions; raw material costs
and  availability; new product development and  introduction;  existing  govern-
ment regulations  and  changes  in,  or  the  failure to comply with, government
regulations;  adverse  publicity; competition; the loss of significant customers
or  suppliers;  fluctuations  and  difficulty  in forecasting operating results;
changes  in  business  strategy or development plans; business  disruptions; the
ability  to  attract  and  retain  qualified  personnel;  the ability to protect
technology;  and  other  factors  referenced  in  this  and  previous  filings.

     Given these  uncertainties,  readers  of  this  Form  10-KSB  and investors
are  cautioned  not  to place undue reliance on such forward-looking statements.
The  Company  disclaims any obligation to update any such factors or to publicly
announce  the  result  of any revisions to any of the forward-looking statements
contained  herein  to  reflect  future  events  or  developments.

2.     QUALIFIED  REPORT  OF  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS

     Our  independent  accountant  has  qualified  his  report, stating that the
audited  financial  statements of Humatech, Inc. for the period ending April 30,
2002  have  been prepared assuming the company will continue as a going concern.
They  note  that the Company's continued existence is dependent upon its ability
to  generate  sufficient  cash  flows  from  operations  to  support  its  daily
operations  as well as provide  sufficient  resources  to  retire  existing lia-
bilities  and  obligations  on  a  timely  basis.

                                       12
<PAGE>

3.     CRITICAL  ACCOUNTING  ISSUES

     The  preparation  of our financial statements in conformity with accounting
principles  generally  accepted  in  the  United  States of America requires our
management  to  make  certain 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.  As such, in accordance with
the  use  of  accounting  principles  generally accepted in the United States of
America,  our  actual  realized  results  may  differ  from management's initial
estimates  as  reported.  A  summary  of our significant accounting policies are
detailed  in  the  notes  to  the  financial  statements  which  are an integral
component  of  this  filing.

     Our  critical  accounting  policy is the recording of  sales,  and  related
revenue recognition, on a Fiscal 2000 transaction with Humatech, Ltd., a foreign
entity  which  became a related party subsequent to April 30, 2002, for products
which  have  not yet been shipped. We have detailed our discussion of this event
in  the  section  labeled  "Non  Standard  Transactions"  below.

4.     RESULTS  OF  OPERATIONS  FOR THE YEAR ENDED APRIL 30, 2002 AS COMPARED TO
       THE  YEAR  ENDED  APRIL  30,  2001.

     During  the year ended April 30, 2002, the Company  reported  net  revenues
of approximately  $246,000 as compared to approximately $196,000  for  the  year
ended April 30, 2001, an increase of 25%. All of  the  approximate  $246,000  in
net revenues recognized for the year ended April 30,  2002  were  from  domestic
sources  and  the  Company  had  no  foreign  sales  during  Fiscal 2002. Of the
approximate  $196,000 in Fiscal 2001 recognized revenues, approximately $155,000
(or approximately 79%) were from domestic sources while  the  remaining approxi-
mate  $41,000 (or approximately 21%) were from sales to Humatech, Ltd., a United
Kingdom  entity  which  became a related party subsequent to April 30, 2002. The
Company  has conducted all business transactions with Humatech, Ltd. under equal
terms  and  conditions  to  those  of  domestic  sales  to  unrelated  third
parties.

     During  Fiscal 2002, the Company strengthened its marketing efforts for its
lawn  and  garden  products  with  the  engagement  of outside independent sales
representatives.  This  not only contributed to the increase in sales for Fiscal
2002;  but  also,  increased  the  selling  expenses of the Company, principally
through  higher  commissions.

     Sales  to  Humatech,  Ltd. decreased from approximately $315,000 during the
year  ended  April 30, 2000 to approximately $41,000 during the year ended April
30, 2001.  There were no sales to Humatech, Ltd. during the year ended April 30,
2002.  These  changes in sales volume were directly attributable to the economic
effects of the unpredictable and catastrophic epidemic of foot and mouth disease
in  the  United  Kingdom  in  2001.  See  Non  Standard  Transactions  below.

     For  the  year  ended April 30, 2002, the Company incurred cost of sales of
approximately  $196,000  (or  approximately  80% of net revenues) as compared to
approximately  $222,000  (or  approximately  111%  of net revenues) for the year
ended  April 30, 2001.  The change in these expenses is attributable to improved
operating  efficiencies  at  higher  sales  volumes.

     Of  the approximately $196,000 in cost  of  sales  expenses  for  the  year
ended April  30,  2002,  approximately  $33,000  was  related to direct material
cost,  approximately  $76,000  in  manufacturing  labor,  approximately  $19,000
in transportation  costs  and  approximately  $36,000  in  warehouse  rent.

                                       13
<PAGE>

     Of  the approximately $222,000 in cost  of  sales  expenses  for  the  year
ended  April  30,  2001,  approximately  $$33,000 was related to direct material
costs,  approximately  $49,000  in  manufacturing labor, approximately $9.300 in
transportation  costs  and  approximately  $35,000  in  warehouse  rent.

     Gross  profit  was  approximately  $(50,000) (or approximately (20)% of net
revenues)  for  the  year  ended  April  30,  2002  as compared to approximately
$(26,000)  (or  approximately (14)% of net revenues for the year ended April 30,
2001.  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  sales  volumes  and  levels.

     During  the  year  ended  April  30,  2002,  the Company incurred operating
expenses  of  approximately  $2,200,000,  resulting in a loss from operations of
approximately  $2,200,000,  as  compared  to operating expenses of approximately
$958,000  for the year ended April 30, 2001, resulting in a loss from operations
of  approximately  $985,000.

     Of  the  approximate  $2,200,000  in  Fiscal  2002  operating expenses, the
Company  recorded  non - cash  charges  for  consulting  fees  of  approximately
$1,071,000  paid with common stock of the Company and approximately $102,000 for
common stock issuances at less than the "fair value" of the issuance at the date
of  issuance.  Key  expenditures  for  Fiscal  2002  were  consulting, legal and
professional fees totaling approximately $1,164,000 (inclusive of the $1,071,000
paid  in  common  stock  of  the Company); officer compensation of approximately
$300,000;  commissions  and other selling expenses of approximately $136,000 and
other  items  as  noted  in  the  accompanying  statement  of  operations.

     Of  the approximate $958,000 in Fiscal 2001 operating expenses, the Company
recorded  non-cash  charges  for  consulting fees of approximately $147,000 paid
with  common  stock  of  the  Company.  Key  expenditures  for  Fiscal 2001 were
consulting, legal and professional fees totaling approximately  $203,000 (inclu-
sive  of  the  $147,000  paid  in  common stock of the Company); officer compen-
sation  of  approximately  $300,000, commissions and other marketing expenses of
approximately  $68,000 and other items as noted in the accompanying statement of
operations.

     In Fiscal 2002, the Company retired several installment loans for equipment
and  vehicles  which  contributed  to  a lower level of interest expense for the
year.  However,  future equipment and vehicle requirements are uncertain at this
time  and  higher  interest  expenditures  as  a  result of financing may occur.

     The  Company  recognized depreciation expense on its plant and equipment of
approximately $63,000 for Fiscal 2002 and approximately $60,000 for Fiscal 2001.
This  charge  to  operations may fluctuate in future periods as new equipment is
acquired  and  existing  equipment  reaches  the  end  of  its depreciable life.

     Research  and  development expenses increased from approximately $9,600 for
the  year ended April 30, 2001 to approximately $36,000 for the year ended April
30,  2002.  The  increase was directly attributable to a Research Agreement with
Texas  Tech  University,  a  non-profit  educational institution of the State of
Texas,  to  investigate  a  natural, organic trace mineral supplement, using the
Company's  Promax  animal  feed  supplement,  for  pigs  that  could improve pig
performance  and reduce the occurrence of odor.  This Agreement was entered into
on  February 1, 2002 and requires total aggregate funding of $70,000 to be fully
funded,  pursuant  to  a specified schedule, on or before November 1, 2002.  The
term  of  the  Research  Agreement  is  for  a  one-year  period.

                                       14
<PAGE>

     As  a  result  of  the  above, the Company incurred a net loss for the year
ended April 30, 2002 of approximately $(2,100,000) as compared to a net loss for
the  year  ended  April 30, 2001 of approximately $(975,000).  Loss per share of
weighted-average stock outstanding for the respective years ended April 30, 2002
and  2001  was  approximately  $(0,16)  and  $(0,10)  per  share.

5.     LIQUIDITY  AND  CAPITAL  RESOURCES

     As  of  April  30,  2002,  the Company has working capital of approximately
$(  921,000),  inclusive  of  accrued  officers  compensation  of  approximately
$1,073,000,  as  compared  to  approximately  $(1,110,000), inclusive of accrued
officers  compensation of approximately $1,042,000, for the year ended April 30,
2001.

     The  Company  consumed  approximately   $998,000   in  cash  for  operating
activities during Fiscal 2002 as compared to consuming approximately $312,000 in
cash  during  Fiscal  2001.  The largest contributors to the consumption of cash
for  operating  activities  during  Fiscal  2002 was an increase in inventory of
approximately  $43,000, an increase in accounts payable of approximately $72,000
and  an  increase  in  accounts  receivable  of  approximately  $11,000 over the
previous  year's  levels.

     The  Company has identified no significant capital requirements for  Fiscal
2003.  Liquidity  requirements  mandated  by future business expansion or acqui-
sitions,  if  any,  are not readily determinable at this time, as no substantive
plans  have  been  formulated  by  management.

     During  Fiscal  2002,  liquidity  was maintained through the sale of equity
securities  aggregating  approximately $1,200,000.  Liquidity during Fiscal 2001
was  maintained  through the sale of equity securities aggregating approximately
$217,000,  the  proceeds  from  loans  made  by  affiliated  individuals and the
utilization  of  cash  on  hand  at  April  30,  2000.

     Future  operating  liquidity  and debt service are expected to be sustained
from  continuing  operations  using  management's assumption that the Company is
able to continue to increase its sales, and to collect its accounts receivable -
trade  in  a  timely  fashion.  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. However, there is no assurance that the Company will
be  able  to  obtain  additional  funding through either additional financing or
sales  of additional equity securities or, that such funding, if available, will
be  obtained  on  terms  favorable  to  or  affordable  by  the  Company.

6.     NON-STANDARD  TRANSACTIONS

     As  disclosed  in  the Company's financial statements and Annual Reports on
Form  10-KSB  and  Quarterly  Reports on Form 10-QSB, the Company entered into a
letter  of  intent  in  November  1998  for  the purpose of establishing a joint
venture  to  promote  and  sell  the Company's products into the United Kingdom.

                                       15
<PAGE>

     During  the  calendar  quarter  ended  June  30, 1999, the Company's United
Kingdom  distributor formed a new entity, Humatech, Ltd., an entity incorporated
under  the  Companies  Act  1985  (United  Kingdom).

     In  May  2002,  Humatech, Inc. became  an  approximate  48.8%  investor  in
Humatech, Ltd. with an initial capital contribution of approximately $358 (US$),
paid  through  consulting  services  provided  by  the  Company.

     During  the  year  ended  April  30, 2000, the  Company  commenced  selling
various agricultural products to Humatech, Ltd., a then-unrelated entity located
in  the United Kingdom. During Fiscal 2000 and 2001, the Company received orders
for  aggregating  approximately $355,000 from Humatech, Ltd. at standard selling
prices  and  related  conditions  on  a  "payment  at  time  of shipment basis".

     The Company  completed  production and packaging of all ordered product and
had  shipped  several  marine  containers,  each holding approximately 20 metric
tons,  to  Humatech,  Ltd.  and  was  in  the process of completing shipments to
Humatech,  Ltd.  when the United Kingdom suffered an unanticipated, catastrophic
and  rare  epidemic  outbreak  of  foot and mouth disease. This disease outbreak
virtually  eradicated a substantial portion of the livestock herds in the United
Kingdom thereby severely impacting the end-user demand for the Company's product
being  sold  by  Humatech,  Ltd.  Humatech,  Ltd. had taken delivery of and paid
approximately  $179,000  of  the  $355,000 in orders at the time of the epidemic
disease  outbreak.

     As  the  total  effect  of  the epidemic outbreak became  identifiable  and
known,  prior to the completion of shipping, Humatech, Ltd. notified the Company
that  the  orders  for  the completed but unshipped product were still valid and
that  the manufactured product which was awaiting shipment to the United Kingdom
was  to  be  converted  to  "bill  and  hold"  status.

     Humatech,  Ltd. acknowledged that title had passed to  the  purchaser  upon
billing  and acknowledged that the physical location of the product would remain
on  the  Humatech premises, segregated from all Company inventory and materials.

     Humatech, Ltd. initiated this action to  ensure  availability of Humatech's
product  as  the  United  Kingdom livestock herds were rebuilt subsequent to the
passing  of  the  foot  and  mouth disease epidemic and approval for such by the
appropriate  United  Kingdom  governmental  agencies.

     Humatech,  Ltd.  affirmed,  and  continues  to  affirm,  their  action, the
existence  and validity of the transaction, the related unpaid trade receivable,
the  ability  to  receive  shipment  of  the product and the ability to sell the
product  into  the United Kingdom agricultural market as the livestock herds are
rebuilt  after  the  passing  of  the  foot  and  mouth  disease  epidemic.

     The  U.  S. Securities and Exchange  Commission  has  established  specific
criteria  to  be met in order for revenue to be recognized when delivery has not
occurred  (Staff  Accounting Bulletin - Topic 13 - Revenue Recognition, Question
3).  These  criteria,  and  management's considerations of each, are as follows:

     a.     The  risks  of  ownership  must  have  passed  to  the  buyer.

     Humatech,  Ltd.  affirmed  that title to the goods passed to them including
all  risk  of  loss.

                                       16
<PAGE>

     b.     The  customer  must  have  made a fixed commitment to  purchase  the
goods, preferably  in  writing.

     Humatech,  Ltd.  committed  to  the  purchase  and  has continued to affirm
the  transaction  to  the Company and to the Company's independent auditor via a
written  positive  accounts  receivable  confirmation.

     c.     The buyer, not the seller, must request that the transaction be on a
bill  and  hold  basis.  The  buyer must have a substantial business purpose for
ordering  the  goods  on  a  bill  and  hold  basis.

     The  bill  and  hold  status  was  specifically requested by Humatech, Ltd.
as  a  direct result of the unforeseen outbreak of foot and mouth disease in the
United  Kingdom.  Humatech,  Ltd. initiated this action, unilaterally, to ensure
availability  of  Humatech's  product as the United Kingdom livestock herds were
rebuilt  subsequent  to  the  passing of the foot and mouth disease epidemic and
approval  for  such  by  the  appropriate  United Kingdom governmental agencies.

     d.     There  must be a fixed schedule for delivery of the goods.  The date
for delivery must be reasonable and must be consistent with the buyer's business
purpose  (e.g.,  storage  periods  are  customary  in  the  industry).

     The  delivery  schedule was fixed by Humatech, Ltd. predicated upon govern-
mental  approval  for  the rebuilding of United Kingdom livestock herds upon the
verification  of  the eradication of foot and mouth disease and the commencement
of herd redevelopment by independent third-party farmers who formed the customer
base  of  Humatech, Ltd. Traditionally, agricultural products are sold on an "as
needed"  basis and are stockpiled by distributors during periods of lower demand
or  during  periods  of  seasonal  fluctuation.  The  Company's products are not
subject  to  seasonal  fluctuation;  however, their use is subject to the growth
cycle  of  livestock  herds  being  produced  for  slaughter.

     Humatech, Ltd. notified the Company in late-July 2002 that shipments of the
bill  and  hold  products  are to commence during the week of July 29, 2002. The
initial  shipment  will  one  marine  container,  consisting of approximately 20
metric  tons  of product, or approximately 20.0% of the total product subject to
the  bill  and  hold  transaction.  The remaining product being held on Humatech
Ltd.'s  behalf  at the Company's Albuquerque, New Mexico facility is anticipated
to  be  fully  shipped  by  or  before  December  31,  2002.

     e.     The  seller  must  not have retained any specific performance  obli-
gations  such  that  the  earning  process  is  not  complete.

     Humatech,  Inc.  retained no and has no performance obligations to complete
the earning  process.

     f.     The  ordered  goods must have  been  segregated  from  the  seller's
inventory  and  not  be  subject  to  being  used  to  fill  other  orders.

                                       17
<PAGE>

     Humatech, Inc. segregated all bill and hold product owned by Humatech, Ltd.
on  its  Albuquerque,  New Mexico production site in an area completely away and
separate  from  all  other  Company  inventory  and  processing  equipment.

     g.     The  product  must  be  complete  and  ready  for  shipment.

     As noted earlier, all production  of  the  product  was  complete  and  the
Company was  in  the  midst of shipment to Humatech, Ltd. in the United Kingdom.

     Management  is  of the opinion that all of the above criteria have been met
on  this  transaction and that the revenues recorded during Fiscal 2000, and the
resultant  uncollected  trade  accounts  receivable  balance  of  approximately
$176,000  is  valid  and  appropriate.

     Humatech, Ltd. notified the Company in late-July 2002 that shipments of the
bill  and  hold  products  are to commence during the week of July 29, 2002. The
initial  shipment  will  one  marine  container,  consisting of approximately 20
metric  tons  of product, or approximately 20.0% of the total product subject to
the  bill  and  hold  transaction.  The remaining product being held on Humatech
Ltd.'s  behalf  at the Company's Albuquerque, New Mexico facility is anticipated
to  be  fully-shipped  by  or  before  December  31,  2002.

     The epidemic outbreak of foot and mouth disease in the  United  Kingdom  is
and  was  a  rare and unforeseen event. The Company does not offer bill and hold
arrangements  in the normal course of business. However, due to the catastrophic
impact  of this disease epidemic, management elected to enter into this one-time
transaction.  Management does not anticipate events which created this situation
to  occur  in  future  periods.  Further, management does not anticipate another
arrangement  of  this  type  in  the  foreseeable  future.

     Not  withstanding  the  above  discussion,  given the  length of time since
the  initial  transactions  and  the  subsequent  acquisition  of  an investment
position  by  Humatech,  Inc.  in  Humatech,  Ltd.,  the now related party trade
receivable  has  been reclassified from current to long-term, retroactive to the
date  of the initial transaction(s) and is presented as such in the accompanying
financial  statements,  back  to  the  original  period  of  presentation.

     The  Company  conducts  business  with Humatech, Ltd. under equal terms and
conditions  to  those  of  domestic sales to unrelated third party distributors.
The  Company,  as  of  the  date  of this filing, has no other transactions with
foreign  consumers or distributors; however, management has retained consultants
for  the purpose of developing sales transactions into foreign markets in future
periods.

                                       18
<PAGE>

ITEM  7  -  FINANCIAL  STATEMENTS

     Index  to  Consolidated  Financial  Statements

                                 HUMATECH, INC.

     Report  of  S.W.  Hatfield,  CPA                               F-2

     Balance  Sheets  as  of  April  30,  2002, 2001, and 2000      F-3

     Statements  of  Operations  and  Comprehensive  Loss
          for the  years  ended  April  30,  2002,  2001,
          and  2000                                                 F-5

     Statement  of  Changes  in  Stockholder's  Equity  for
          years  ended April  30,  2002,  2001,  and  2000          F-7

     Statements  of  Cash  Flows  for  the  years  ended
          April  30,  2002,  2001,  and  2000                       F-8

     Notes  to  the  Consolidated  Financial  Statements            F-10 to F-25

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

     There  have  been  no  events  required  to  be  reported  by  this Item 8.

                                       19
<PAGE>

                                    PART III

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

DIRECTORS  AND  EXECUTIVE  OFFICERS

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

Name                       Age  Position(s)
-------------------------  ---  ----------------------------
David G. Williams           53  President, CEO, and Director

John D. "J.D." Rottweiler   57  Secretary, CFO, and Director

     DAVID  G.  WILLIAMS  has  been with us since our inception in 1996.  He has
more  than  two decades experience in the humate industry and as an entrepreneur
involved  in  the  broad and extensive management of financial responsibilities,
staffing,  manufacturing and production, and developing sales worldwide.  He has
completed  major  product  development  projects  through  years of research and
development, field trials and tests that have produced the company's current and
future  product lines.  Currently responsible for the developing and maintaining
the  vision of the company, overseeing sales and marketing, product development,
production,  and  customer  service.  Mr. Williams continues to develop business
opportunities  and  strategic  alliances with other companies and organizations.

     JOHN  D.  ROTTWEILER  has been with us since our inception in 1996.  He has
over  25  years  of  experience  providing  extensive management and operational
consulting  in  the planning, organizing, and directing of businesses in several
industries.  Served as officer and director of both private and public companies
in the finance, insurance, real estate, and manufacturing industries.  Owner and
founder  of  investment  banking  business  that  provided capital financing, as
principal and agent, for private and public ventures.  He is a graduate from the
University of Utah with a Bachelor of Science in Management, Bachelor of Science
in  Marketing,  and  Masters  of  Business  Administration.

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.

                                       20
<PAGE>

     To the Company's knowledge, none of the required parties are delinquent  in
their 16(a)  filings.

BOARD  MEETINGS  AND  COMMITTEES

     During  the fiscal year ended April 30, 2002, the Board of Directors met on
a  weekly  basis  and  took  written action on numerous other occasions. All the
members  of  the  Board  attended  the  meetings.  The  written  actions were by
unanimous  consent.

     We  presently  have  no  executive committee, nominating committee or audit
committee  of  the  Board  of  Directors.

ITEM  10  -  EXECUTIVE  COMPENSATION

EXECUTIVE  OFFICERS  AND  DIRECTORS

     Effective  July 1, 1996, we entered into an employment agreement with David
G. Williams to serve as our President and CEO.  The agreement originally covered
the  term from July 1, 1996 through June 30, 2001, but has automatically renewed
for  a  two  (2)  year  term  pursuant  to its renewal terms.  At the end of any
renewal  term,  and  upon  sixty  (60)  days'  written  notice, either party may
terminate  the  agreement  without  penalty.  The  agreement provided for annual
compensation of $128,000 during its first year, $150,000 during its second year,
and  $175,000  for  all  successive  years,  including  the  renewal  term.

     Effective  July  1, 1996, we entered into an employment agreement with John
D.  Rottweiler  to serve as our Executive Vice President and CFO.  The agreement
originally  covered  the  term  from July 1, 1996 through June 30, 2001, but has
automatically renewed for a two (2) year term pursuant to its renewal terms.  At
the  end  of  any renewal term, and upon sixty (60) days' written notice, either
party  may  terminate the agreement without penalty.  The agreement provided for
annual compensation of $80,000 during its first year, $100,000 during its second
year,  and  $125,000  for  all  successive  years,  including  the renewal term.

2002  Omnibus  Securities  Plan

     On  April 19, 2002, our Board of Directors approved the Humatech, Inc. 2002
Omnibus  Securities  Plan.  The  Plan  offers selected employees, directors, and
consultants  an opportunity to acquire our common stock, and serves to encourage
such  persons  to  remain employed by us and to attract new employees.  The plan
allows  for the award of stock and options, up to 1,500,000 shares of our common
stock.  On  May 1 of each year, the number of shares in the 2002 Securities Plan
shall  automatically  be adjusted to an amount equal to ten percent (10%) of the
outstanding  stock of the Company on April 30 of the immediately preceding year.
As  of  July  24,  2002,  a  total of 500,000 shares of our common stock, and no
options,  had  been  issued  under  the  plan.

Board  Compensation

     A  director  who is an employee does not receive any cash compensation as a
director.  There  is  no  plan  in  place  for  compensation  of persons who are
directors  who  are  not  our  employees.

                                       21
<PAGE>

Summary  Compensation  Table

     The  Summary  Compensation Table  shows  certain  compensation  information
for  services  rendered  in  all capacities for the fiscal years ended April 30,
2002 and 2001. Other than as set forth herein,  no  executive  officer's  salary
band onus exceeded $100,000 in  any  of  the  applicable  years.  The  following
information includes the dollar value of base salaries, bonus awards, the number
of stock options granted and certain other compensation, if any, whether paid or
deferred.

<TABLE>
<CAPTION>


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

David G. Williams.   2002  175,000(1)    -0-       -0-           -0-          -0-        -0-        2,454(2)
President and CEO.   2001  175,000(1)    -0-       -0-           -0-          -0-        -0-        2,291(2)

John D. Rottweiler   2002  125,000(1)    -0-       -0-           -0-          -0-        -0-          -0-
Secretary and CFO.   2001  125,000(1)    -0-       -0-           -0-          -0-        -0-          -0-

</TABLE>
(1)     Some  amounts  accrued  but  not  paid  during  the  fiscal  year.

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

<TABLE>
<CAPTION>

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


<S>                 <C>              <C>                    <C>            <C>
                      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

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

</TABLE>

                                       22
<PAGE>

<TABLE>
<CAPTION>

                         AGGREGATED  OPTIONS/SAR  EXERCISES  IN  LAST  FISCAL  YEAR
                                    AND  FY-END  OPTION/SAR  VALUES

<S>                   <C>           <C>            <C>                        <C>
                                                                                 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

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  table  sets forth, as of July 24, 2002, certain information
with  respect to the Company's equity securities owned of record or beneficially
by  (i)  each  Officer  and  Director  of the Company; (ii) each person who owns
beneficially  more  than  5%  of  each class of the Company's outstanding equity
securities;  and  (iii)  all  Directors  and  Executive  Officers  as  a  group.
<TABLE>
<CAPTION>

<S>                <C>                                  <C>                    <C>
                                    COMMON STOCK
                                    ------------
                  Name and Address of                   Amount and Nature of   Percent of
Title of Class    Beneficial Owner (1)                  Beneficial Ownership   Class (2)
--------------    ----------------------                ---------------------  ----------

Common Stock      David G. Williams (3)                      4,068,255            26.4%

Common Stock      John D. Rottweiler (4)                       -0-                 -0-%

Common Stock      Medical Media Technologies, LLC
                  2700 N. Hemlock Court, Suite 111-B
                  Broken Arrow, OK  74012                    2,750,000 (5)        16.4%

Common Stock      All officers and directors as a group
                  (2 persons)
</TABLE>

(1)     Unless  otherwise  noted,  the  address  of each beneficial owner is c/o
Humatech,  Inc.,  1718  Fry  Road,  Suite  450,  Houston,  Texas  77084.

(2)     Based  on  15,421,593  shares  outstanding  as  of  July  24,  2002.

(3)     Includes  12,500  shares  of  common  stock  held  beneficially  by  Mr.
Williams' minor children.  Does not include shares of common stock held by adult
children  of  Mr.  Williams.

(4)     Does  not  include  shares of common stock held by adult children of Mr.
Rottweiler.

(5)     Includes warrants to acquire up to 1,375,000 shares of our common stock,
exercisable  as follows:  Series A - 343,750 shares at $2.00 per share, expiring
on the second anniversary of the warrant; Series B - 343,740 shares at $3.00 per
share,  expiring  on  the  third  anniversary of the warrant; Series C - 343,750
shares  at  $4.00  per share, expiring on the fourth anniversary of the warrant;
and  Series  D  -  343,750  shares  at  $5.00  per  share, expiring on the fifth
anniversary of the warrant.  The managing and controlling member of Medial Media
Technologies,  LLC  is  Mr.  Dale  Donaldson.

                                       23
<PAGE>

ITEM  12  -  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

License  Agreement
------------------

     In  February  1996,  we  entered  into  a  License  Agreement with David G.
Williams,  our  President  and a director.  Under the terms of the agreement, we
obtained  the  right  to use all copyrights, trademarks, patents, trade secrets,
product formulas, customer lists, and other proprietary information owned by Mr.
Williams.  The  agreement requires that we pay to Mr. Williams a royalty payment
equal  to  1%  of  our  total  gross  sales.

Employment  Agreements
----------------------

     Effective  July 1, 1996, we entered into an employment agreement with David
G. Williams to serve as our President and CEO.  The agreement originally covered
the  term from July 1, 1996 through June 30, 2001, but has automatically renewed
for  a  two  (2)  year  term  pursuant  to its renewal terms.  At the end of any
renewal  term,  and  upon  sixty  (60)  days  written  notice,  either party may
terminate  the  agreement  without  penalty.  The  agreement provided for annual
compensation of $128,000 during its first year, $150,000 during its second year,
and  $175,000  for  all  successive  years,  including  the  renewal  term.

     Effective  July  1, 1996, we entered into an employment agreement with John
D.  Rottweiler  to serve as our Executive Vice President and CFO.  The agreement
originally  covered  the  term  from July 1, 1996 through June 30, 2001, but has
automatically renewed for a two (2) year term pursuant to its renewal terms.  At
the  end  of  any  renewal term, and upon sixty (60) days written notice, either
party  may  terminate the agreement without penalty.  The agreement provided for
annual compensation of $80,000 during its first year, $100,000 during its second
year,  and  $125,000  for  all  successive  years,  including  the renewal term.

As  of  April  30,  2002  and  2001, total cumulative amounts unpaid under these
agreements  are  as  follows:
<TABLE>
<CAPTION>

<S>                                             <C>         <C>
                                                      2002        2001
Officer compensation . . . . . . . . . . . . . .$1,073,065  $1,042,980
                                                ----------  ----------
Royalty Fees . . . . . . . . . . . . . . . . . .         -           -
                                                $1,073,065  $1,042,980
                                                ==========  ==========

Future amounts due under the employment agreements are as follows:

                                               Year ending
                                                 April 30,       Amount
                                               -----------   ----------
                                                      2003   $  300,000
                                                      2004   $  300,000
                                                      2005   $   50,000
                                                             ----------
                                                     Total.  $  650,000
                                                             ==========
</TABLE>

                                       24
<PAGE>

ITEM  13  -  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(A)     EXHIBITS


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

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

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.

4.1  (2)     Humatech,  Inc.  2002  Omnibus  Securities  Plan

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)     Lease  of  Premises  located  in  Houston,  Texas.

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

23.1         Consent of S.W. Hatfield, Independent Certified Public Accountant

99.1         Certification  Pursuant  to  18  U.S.C.  Section 1350,  as  Adopted
             Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.2         Certification  Pursuant  to  18  U.S.C.  Section 1350,  as  Adopted
             Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1)     Incorporated  by  reference to our Current  Report  on  Form  8-K  filed
        with  the  Commission  on  June  12,  2002.

(2)     Incorporated by  reference to our Registration  Statement  on  Form  S-8
        filed  with  the  Commission  on  June  3,  2002.

(B)     REPORTS  ON  FORM  8-K

     No  reports  on  Form  8-K were filed during the fourth quarter of the last
fiscal  year.


                                       25
<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:  July  31,  2002            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:  July  31,  2002            /s/    David G. Williams
                                   ------------------------
                                   By:    David G. Williams
                                   Its:   Chairman, President, CEO, and Director



Dated:  July  31,  2002            /s/    John D. Rottweiler
                                   -------------------------
                                   By:    John  D. Rottweiler
                                   Its:   Secretary, Chief Financial Officer,
                                          and  Director

<PAGE>

                                 HUMATECH, INC.

                              Financial Statements
                                       and
                          Independent Auditor's Report

                             April 30, 2002 and 2001


<PAGE>
                                 HUMATECH, INC.

                                    CONTENTS

                                                                     Page
                                                                     ----

REPORT  OF  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS              F-2

FINANCIAL  STATEMENTS

     Balance Sheets
          as of April 30, 2002, 2001 and 2000                        F-3

     Statements of Operations and Comprehensive Loss
          for the years ended April 30, 2002, 2001 and 2000          F-5

     Statement of Changes in Stockholders' Equity
          for the years ended April 30, 2002, 2001 and 2000          F-7

     Statements of Cash Flows
          for the years ended April 30, 2002, 2001 and 2000          F-8

     Notes to Financial Statements                                   F-10 - F-25


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

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


Board  of  Directors  and  Stockholders
Humatech,  Inc.

We  have  audited the accompanying balance sheets of Humatech, Inc. (an Illinois
corporation)  as  of April 30, 2002, 2001 and 2000 and the related statements of
operations  and  comprehensive  loss,  changes  in stockholders' equity and cash
flows  for  each  of  the  years  ended  April  30,  2002, 2001 and 2000.  These
financial  statements  are  the responsibility of the Company's management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all  material respects, the financial position of Humatech, Inc. as of April 30,
2002,  2001  and  2000, and the results of its operations and its cash flows for
each  of  the  years  ended  April  30,  2002, 2001 and 2000, in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 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.


/s/ S.W. Hatfield, CPA
----------------------
S. W. HATFIELD, CPA

Dallas,  Texas
June  27,  2002

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

                                      F-2
<PAGE>
<TABLE>
<CAPTION>

                                    HUMATECH,  INC.
                                     BALANCE SHEETS
                              April 30, 2002, 2001 and 2000

<S>                                                <C>           <C>           <C>
                                                   April 30,     April 30,     April 30,
                                                        2002          2001          2000
                                                   ---------     ---------     ---------
ASSETS
----------------------------------------------
CURRENT ASSETS
  Cash on hand and in bank . . . . . . . . . .  $    43,813   $       311   $    26,810
  Accounts receivable - trade,
    net of allowance for doubtful accounts
    of $37,067, $6,477 and $-0-, respectively.       42,450        71,527       113,621
  Inventories. . . . . . . . . . . . . . . . .      204,120       160,965       147,351
                                                ------------  ------------  ------------

    TOTAL CURRENT ASSETS . . . . . . . . . . .      290,383       232,803       287,782
                                                ------------  ------------  ------------

PROPERTY AND EQUIPMENT - AT COST
  Transportation equipment . . . . . . . . . .      205,374       204,932       252,758
  Manufacturing and processing equipment . . .      233,050       223,127       168,119
  Office furniture and fixtures. . . . . . . .       22,219        19,012        19,012
                                                ------------  ------------  ------------
                                                    460,643       447,071       439,889
  Accumulated depreciation . . . . . . . . . .     (186,762)     (188,224)     (174,815)
                                                ------------  ------------  ------------

    NET PROPERTY AND EQUIPMENT . . . . . . . .      273,881       258,847       265,074
                                                ------------  ------------  ------------

OTHER ASSETS
  Long-term accounts receivable from affiliate      176,473       176,473       255,148
  Advances to affiliate. . . . . . . . . . . .       73,350        28,285             -
  Other. . . . . . . . . . . . . . . . . . . .        1,726         2,101           395
                                                ------------  ------------  ------------

    TOTAL OTHER ASSETS . . . . . . . . . . . .      251,549       206,859       255,543
                                                ------------  ------------  ------------

TOTAL ASSETS . . . . . . . . . . . . . . . . .  $   815,813   $   698,509   $   808,399
                                                ============  ============  ============
</TABLE>
                                      -Continued-

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

                                      F-3
<PAGE>

<TABLE>
<CAPTION>
                                       HUMATECH,  INC.
                                BALANCE  SHEETS  -  CONTINUED
                              April  30,  2002,  2001  and  2000

<S>                                                    <C>           <C>           <C>
                                                          April 30,     April 30,     April 30,
                                                               2002          2001          2000
                                                       ------------  ------------  ------------

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
-----------------------------------------------------
CURRENT LIABILITIES
  Notes payable to banks and finance companies. . . .  $    45,225   $    65,443   $    84,500
  Customer deposits . . . . . . . . . . . . . . . . .            -        25,800         8,800
  Accounts payable - trade. . . . . . . . . . . . . .       93,429       165,962        80,275
  Accrued interest payable. . . . . . . . . . . . . .            -             -        66,392
  Deferred revenue. . . . . . . . . . . . . . . . . .            -        39,860             -
  Due to officers . . . . . . . . . . . . . . . . . .    1,073,065     1,042,980       854,357
                                                       ------------  ------------  ------------

    TOTAL CURRENT LIABILITIES . . . . . . . . . . . .    1,211,719     1,340,045     1,094,324
                                                       ------------  ------------  ------------

LONG-TERM LIABILITIES
  Long-term notes payable, net of current maturities.      106,274       115,013       133,769
  Notes and commitments payable to affiliates . . . .      330,000       330,000       922,327
                                                       ------------  ------------  ------------

    TOTAL LIABILITIES . . . . . . . . . . . . . . . .    1,647,993     1,785,058     2,150,420
                                                       ------------  ------------  ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)
  Common stock - no par value.
    25,000,000 shares authorized
    14,840,334, 10,390,593 and 8,455,114
    shares issued and outstanding . . . . . . . . . .    3,719,724     1,354,079       123,157
  Accumulated deficit . . . . . . . . . . . . . . . .   (4,551,904)   (2,440,628)   (1,465,178)
                                                       ------------  ------------  ------------

    TOTAL STOCKHOLDERS' EQUITY (DEFICIT). . . . . . .     (832,180)   (1,086,549)   (1,342,021)
                                                       ------------  ------------  ------------

TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY (DEFICIT). . . . . . . . . . .  $   815,813   $   698,509   $   808,399
                                                       ============  ============  ============
</TABLE>

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

                                      F-4
<PAGE>

<TABLE>
<CAPTION>

                                       HUMATECH,  INC.
                       STATEMENTS  OF  OPERATIONS  AND  COMPREHENSIVE  LOSS
                         Years  ended  April  30,  2002,  2001  and  2000

<S>                                                    <C>           <C>           <C>
                                                       Year ended    Year ended    Year ended
                                                         April 30,     April 30,     April 30,
                                                              2002          2001          2000
                                                      ------------  ------------  ------------
REVENUES
  Sales, net of discounts, returns and allowances
    of $-0-, $42,522 and $-0-, respectively
      Domestic. . . . . . . . . . . . . . . . . . . .  $   245,581   $   154,685   $   207,414
      Related Party
        Foreign, principally United Kingdom . . . . .            -        41,120       314,719
                                                       ------------  ------------  ------------

    NET REVENUES. . . . . . . . . . . . . . . . . . .      245,581       195,805       522,133
                                                       ------------  ------------  ------------

COST OF SALES
  Materials . . . . . . . . . . . . . . . . . . . . .       33,174        56,256        29,770
  Other direct costs. . . . . . . . . . . . . . . . .      162,408       166,028        98,775
                                                       ------------  ------------  ------------

    TOTAL COST OF SALES . . . . . . . . . . . . . . .      195,582       222,284       128,545
                                                       ------------  ------------  ------------

GROSS PROFIT. . . . . . . . . . . . . . . . . . . . .      (49,999)      (26,479)      393,588
                                                       ------------  ------------  ------------

OPERATING EXPENSES
  Research and development expenses . . . . . . . . .       36,286         9,634        14,450
  Commissions and other sales and marketing expenses.      136,196        67,729        48,291
  Officer compensation. . . . . . . . . . . . . . . .      300,000       300,000       300,000
  Consulting, legal and professional fees . . . . . .    1,164,153       203,001        48,617
  Other operating expenses. . . . . . . . . . . . . .      352,405       262,316       207,649
  Interest expense. . . . . . . . . . . . . . . . . .       27,557        55,393        60,742
  Depreciation expense. . . . . . . . . . . . . . . .       62,898        60,298        43,490
  Compensation expense related to
    common stock issuances at less
    than "fair value" . . . . . . . . . . . . . . . .      102,396             -             -
                                                       ------------  ------------  ------------

    TOTAL OPERATING EXPENSES. . . . . . . . . . . . .    2,181,891       958,371       723,239
                                                       ------------  ------------  ------------

LOSS FROM OPERATIONS. . . . . . . . . . . . . . . . .   (2,231,890)     (984,850)     (329,651)

OTHER INCOME (EXPENSE)
  Gain on disposal of fixed assets. . . . . . . . . .       20,616         9,400             -
                                                       ------------  ------------  ------------

LOSS BEFORE INCOME TAXES. . . . . . . . . . . . . . .   (2,111,276)     (975,450)     (329,651)

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

NET LOSS. . . . . . . . . . . . . . . . . . . . . . .  $(2,111,276)  $  (975,450)  $  (329,651)
                                                       ============  ============  ============
</TABLE>
                                       -  CONTINUED  -

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

                                      F-5
<PAGE>

<TABLE>
<CAPTION>

                              HUMATECH,  INC.
      STATEMENTS  OF  OPERATIONS  AND  COMPREHENSIVE  LOSS  -  CONTINUED
             Years  ended  April  30,  2002,  2001  and  2000

<S>                                   <C>           <C>           <C>
                                        Year ended    Year ended    Year ended
                                         April 30,     April 30,     April 30,
                                              2002          2001          2000
                                      ------------  ------------  ------------

NET LOSS . . . . . . . . . . . . . .  $(2,111,276)  $  (975,450)  $  (329,651)

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

COMPREHENSIVE LOSS . . . . . . . . .  $(2,111,276)  $  (975,450)  $  (329,651)
                                      ============  ============  ============


Net loss per weighted-average
  share of common stock
  outstanding, calculated on
  Net Loss - basic and fully diluted  $     (0.16)  $     (0.10)  $     (0.04)
                                      ============  ============  ============

Weighted-average number of shares
  of common stock outstanding. . . .   13,004,394     9,566,414     8,455,114
                                      ============  ============  ============
</TABLE>

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

                                      F-6
<PAGE>

<TABLE>
<CAPTION>

                                     HUMATECH,  INC.
                    STATEMENT  OF  CHANGES  IN  STOCKHOLDERS'  EQUITY
                     Years  ended  April  30,  2002,  2001  and  2000

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

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

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

BALANCES AT APRIL 30, 2000 . . . .     8,455,114       123,157   (1,465,178)   (1,342,021)

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

Net loss for the year. . . . . . .             -             -     (975,450)     (975,450)
                                    ------------  ------------  ------------  ------------

BALANCES AT APRIL 30, 2001 . . . .    10,390,593     1,354,079   (2,440,628)   (1,086,549)

Issuance of common stock for
  Cash . . . . . . . . . . . . . .     2,103,741     1,294,395            -     1,294,395
  Services and fees. . . . . . . .     2,346,000     1,071,250            -     1,071,250

Net loss for the year. . . . . . .             -             -   (2,111,276)   (2,111,276)
                                    ------------  ------------  ------------  ------------

BALANCES AT APRIL 30, 2002 . . . .    14,840,334  $  3,719,724  $(4,551,904)  $  (832,180)
                                    ============  ============  ============  ============

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

                                      F-7
<PAGE>

<TABLE>
<CAPTION>

                                         HUMATECH,  INC.
                                   STATEMENTS  OF  CASH  FLOWS
                          Years  ended  April  30,  2002,  2001  and  2000

<S>                                                    <C>            <C>           <C>
                                                         Year ended     Year ended    Year ended
                                                          April 30,      April 30,     April 30,
                                                               2002           2001          2000
                                                       -------------  ------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the period . . . . . . . . . . . . . .  $ (2,111,276)  $  (975,450)  $  (329,651)
  Adjustments to reconcile net loss to
    net cash provided by operating activities
      Depreciation and amortization . . . . . . . . .        63,273        60,392        43,490
      Gain on disposal of fixed assets. . . . . . . .       (20,616)       (9,400)            -
      Bad debt expense. . . . . . . . . . . . . . . .        40,000         6,477             -
      Compensation expense related to
        common stock issuances at less
        than "fair value" . . . . . . . . . . . . . .       102,396             -             -
      Common stock issued for
        Payment of consulting fees. . . . . . . . . .     1,070,750       146,750             -
        Payment of accrued interest . . . . . . . . .             -        29,144             -
      (Increase) Decrease in
        Accounts receivable - trade . . . . . . . . .       (10,923)      114,292      (364,148)
        Inventory . . . . . . . . . . . . . . . . . .       (43,155)      (13,614)      (58,032)
        Deposits and other. . . . . . . . . . . . . .             -        (1,800)          (35)
      Increase (Decrease) in
        Accounts payable - trade. . . . . . . . . . .       (72,534)       85,687        (4,676)
        Accrued interest payable. . . . . . . . . . .             -          (387)       44,042
        Due to officers . . . . . . . . . . . . . . .        30,085       188,623       224,597
        Customer deposits . . . . . . . . . . . . . .        (5,800)       17,000        (1,700)
        Deferred revenue. . . . . . . . . . . . . . .       (39,860)       39,860             -
                                                       -------------  ------------  ------------
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES      (997,660)     (312,426)     (446,113)
                                                       -------------  ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from disposition of property and equipment        20,616         9,400             -
  Purchase of property and equipment. . . . . . . . .       (31,877)       (5,251)      (42,488)
                                                       -------------  ------------  ------------
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES       (11,261)        4,149       (42,488)
                                                       -------------  ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Increase (Decrease) in cash overdraft . . . . . . .             -             -        (1,819)
  Advances to affiliates. . . . . . . . . . . . . . .       (45,065)      (28,285)            -
  Proceeds from loans payable to affiliates . . . . .             -       180,000       599,250
  Principal payments on loans payable . . . . . . . .       (75,012)      (86,633)      (82,020)
  Proceeds from issuance of common stock. . . . . . .     1,172,500       216,696             -
                                                       -------------  ------------  ------------
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES     1,052,423       281,778       515,411
                                                       -------------  ------------  ------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS. . .        43,502       (26,499)       26,810

Cash and cash equivalents at beginning of year. . . .           311        26,810             -
                                                       -------------  ------------  ------------

CASH AND CASH EQUIVALENTS AT END OF YEAR. . . . . . .  $     43,813   $       311   $    26,810
                                                       =============  ============  ============
</TABLE>
                                       -  CONTINUED  -

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

                                      F-8
<PAGE>

<TABLE>
<CAPTION>

                                     HUMATECH,  INC.
                        STATEMENTS  OF  CASH  FLOWS  -  CONTINUED
                      Years  ended  April  30,  2002,  2001  and  2000

<S>                                            <C>           <C>             <C>
                                                 Year ended      Year ended      Year ended
                                                  April 30,       April 30,       April 30,
                                                       2002            2001            2000
                                               ------------  --------------  --------------
SUPPLEMENTAL DISCLOSURE OF
  INTEREST AND INCOME TAXES PAID
Interest paid for the period. . . . . . . . .  $     27,182  $       26,313  $       16,700
                                               ============  ==============  ==============
Income taxes paid for the period. . . . . . .  $          -  $            -  $            -
                                               ============  ==============  ==============

SUPPLEMENTAL DISCLOSURE OF
  NON-CASH INVESTING AND FINANCING ACTIVITIES
    Acquisition of property and equipment
      with debt from financing
      companies and banks . . . . . . . . . .  $     46,055  $       48,820  $      158,935
                                               ============  ==============  ==============
    Conversion of customer deposit
      into common stock . . . . . . . . . . .  $     20,000  $            -  $            -
                                               ============  ==============  ==============
    Retirement of related party debt and
      accrued interest with issuance of
      common stock. . . . . . . . . . . . . .  $          -  $      867,476  $            -
                                               ============  ==============  ==============

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

                                      F-9
<PAGE>



                                 HUMATECH, INC.

                          NOTES TO FINANCIAL STATEMENTS


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
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 products for use in the
commercial  agriculture,  animal  feed  and  home  horticulture  markets.

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.

The  preparation  of  financial statements in conformity with generally accepted
accounting principles 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.


NOTE  B  -  GOING  CONCERN  UNCERTAINTY

The  Company  has  incurred  cumulative  net  operating  losses of approximately
$(4,500,000)  and  has  used cumulative cash in operating activities of approxi-
mately  $(1,900,000)  during the period from May 1, 1997 through April 30, 2002.

During  Fiscal 2002, the Company began shipments of product into the retail lawn
and garden consumer market and received positive test and field trial results on
its  animal  feed  supplement  products.  Further,  in  July  2002,  the Company
received  shipping  instructions  for product to the United Kingdom as livestock
herds  are  being reestablished after the foot and mouth disease epidemic, which
began  in  Calendar  2000.

Management is of the opinion that current marketing efforts toward retail market
consumption and scientific support of the benefits of the animal feed supplement
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.

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

                                      F-10
<PAGE>

                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE  C  -  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, located throughout the United States
and  to  related  parties domiciled in the United Kingdom. Because of the credit
risk  involved, management has provided an allowance for doubtful accounts which
reflects its opinion of amounts which will eventually become collectable. In the
event  of  complete  non-performance, the maximum exposure to the Company is the
recorded  amount  of trade accounts receivable shown on the balance sheet at the
date  of  non-performance.

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

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

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

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

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

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

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

     Research  and  development  expenses are charged to operations as incurred.

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

     Advertising  and  marketing expenses are charged to operations as incurred.

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

                                      F-11
<PAGE>

                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

NOTE  C  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  CONTINUED

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

     The  Company  utilizes  the  asset  and  liability method of accounting for
income  taxes.  At April 30, 2002, 2001 and 2000, respectively, the deferred tax
asset  and  deferred  tax liability accounts, as recorded when material, consist
entirely  the  result of temporary differences.  Temporary differences represent
differences  in  the recognition of assets and liabilities for tax and financial
reporting  purposes,  primarily  allowance for doubtful accounts and accumulated
depreciation.

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

     Basic earnings (loss) per share is computed  by  dividing  the  net  income
(loss) by the weighted-average number of shares of common stock and common stock
equivalents  (primarily  outstanding options and warrants). Common stock equiva-
lents  represent  the dilutive effect of the assumed exercise of the outstanding
stock  options and warrants, using the treasury stock method. The calculation of
fully  diluted  earnings  (loss)  per  share  assumes the dilutive effect of the
exercise  of  outstanding  options  and  warrants at either the beginning of the
respective  period  presented or the date of issuance, whichever is later. As of
April  30, 2002 and 2001, the Company's outstanding stock options are considered
anti-dilutive  due to the Company's net operating loss position. As of April 30,
2000,  the  Company  had  no  warrants  and/or  options  issued and outstanding.

9.     Reclassifications
       -----------------

     Certain Fiscal  2001  and 2000 amounts have been reclassified to conform to
the Fiscal  2002  financial  statement  presentations.

NOTE  D  -  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  E  -  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>          <C>
                                                April 30,    April 30,    April 30,
                                                     2002         2001         2000
                                              -----------  -----------  -----------
      Vehicles
        Related party. . . . . . . . . . . .  $        -   $   29,480   $   29,480
      Manufacturing and processing equipment
        Unrelated. . . . . . . . . . . . . .      68,511       68,511       19,691
                                              -----------  -----------  -----------
                                                  68,511       97,991       49,171
      Accumulated depreciation . . . . . . .     (22,277)     (42,554)     (31,994)
                                              -----------  -----------  -----------

                                              $   46,233   $   55,437   $   17,177
                                              ===========  ===========  ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.

                                      F-12
<PAGE>

                                    HUMATECH,  INC.

                       NOTES  TO  FINANCIAL  STATEMENTS  -  CONTINUED


Depreciation  expense  for  the  years  ended  April  30,  2002,  2001 and 2000,
respectively,  was  approximately  62,898,  $60,298  and  $43,490, respectively.

NOTE  F  -  INVENTORY

Inventory  consists  of  the  following  at  April  30,  2002,  2001  and  2000,
respectively:
<TABLE>
<CAPTION>

<S>                      <C>         <C>         <C>
                          April 30,   April 30,   April 30,
                               2002        2001        2000
                         ----------  ----------  ----------

        Raw materials .  $  177,142  $  153,390  $  126,762
        Work-in-process       3,717           -      14,673
        Finished goods.      23,261       7,575       5,916
                         ----------  ----------  ----------

        Totals. . . . .  $  204,120  $  160,965  $  147,351
                         ==========  ==========  ==========
</TABLE>


NOTE  G  -  TRANSACTIONS  WITH  AFFILIATES

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.  In May 2002, Humatech,
Inc.  became  an  approximate  48.8%  investor in Humatech, Ltd. with an initial
capital  contribution  of  approximately  $358, paid through consulting services
provided  by  the  Company.

During  2000,  the  Company  commenced  selling various agricultural products to
Humatech, Ltd. During  Fiscal  2000  and  2001,  the Company received orders for
aggregating  approximately $355,000 from Humatech, Ltd. on a "payment at time of
shipment  basis".  Subsequent  to the production of the product and prior to the
completion  of  shipping,  the  United Kingdom suffered an epidemic infection of
foot  and  mouth  disease which virtually eradicated livestock herds.  Humatech,
Ltd.  then  notified the Company that the orders for the completed but unshipped
product  were  still  valid and that the manufactured product which was awaiting
shipment  to  the  United Kingdom was to be converted to "bill and hold" status.
Humatech,  Ltd.  acknowledged  that  title  had  passed to the purchaser yet the
physical  location  of the product remained on the Humatech premises, segregated
from  all Company inventory and materials.  Humatech, Ltd. initiated this action
to  ensure  availability  of  Humatech's product as the United Kingdom livestock
herds  were  rebuilt  subsequent  to  the  passing of the foot and mouth disease
epidemic  and  approval  for such by the appropriate United Kingdom governmental
agencies.  Humatech,  Ltd. then affirmed, and continues to affirm, the existence
and  validity  of  the transaction, the related trade receivable, the ability to
receive  shipment  of  the  product and the ability to sell the product into the
United  Kingdom agricultural market as the livestock herds are rebuilt after the
passing  of  the  foot  and  mouth  disease  epidemic.

The  U.  S. Securities and Exchange Commission has established specific criteria
to  be  met in order for revenue to be recognized when delivery has not occurred
(Staff Accounting Bulletin - Topic 13 - Revenue Recognition, Question 3).  These
criteria  are:

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

                                      F-13
<PAGE>

                                   HUMATECH,  INC.

                      NOTES  TO  FINANCIAL  STATEMENTS  -  CONTINUED


NOTE  G  -  TRANSACTIONS  WITH  AFFILIATES  -  CONTINUED

1.      The  risks  of  ownership  must  have  passed  to  the  buyer.
2.      The  customer  must  have made a fixed commitment to purchase the goods,
        preferably  in  writing.
3.      The  buyer,  not  the  seller, must request that the transaction be on a
        bill and hold basis.  The buyer must have a substantial business purpose
        for ordering  the  goods  on  a  bill  and  hold  basis.
4.      There  must be a fixed schedule for delivery of the goods.  The date for
        delivery  must  be  reasonable  and must be consistent with the  buyer's
        business purpose  (e.g., storage periods are customary in the industry).
5.      The seller must not have retained any  specific  performance obligations
        such  that  the  earning  process  is  not  complete.
6.      The  ordered goods must have been segregated from the seller's inventory
        and  not  be  subject  to  being  used  to  fill  other  orders.
7.      The  product  must  be  complete  and  ready  for  shipment.

Management  is  of  the  opinion that all of the above criteria have been met on
this  transaction  and  that  the  revenues recorded  during  Fiscal  2000,  and
the resultant  uncollected  trade  accounts  receivable balance of approximately
$176,000  is  valid  and  appropriate.

Further, Humatech, Ltd. notified the Company in late-July 2002 that shipments of
the  bill  and hold materials were to commence during the week of July 29, 2002.
The  initial  shipment  will  contain  approximately  50.0% of the total product
subject  to  the  bill  and  hold  transaction  and  the  remaining  product  is
anticipated  to  be  shipped  within  the  succeeding  30  days.

Notwithstanding  the  above  discussion,  given  the  length of time  since  the
initial transactions and the subsequent acquisition of  an  investment  position
by Humatech,  Inc.  in  Humatech,  Ltd.,  the now related party trade receivable
is  reclassified  from  current  to  long-term,  retroactive  to the date of the
initial  transaction(s)  and  is presented as such in the accompanying financial
statements.

Additionally, management does not anticipate events which created this situation
to  occur  in  future periods and maintains the position that this bill and hold
shipment  was  a  one-time  event  necessitated by the unforeseen foot and mouth
disease  epidemic  in  the  United  Kingdom.

As  of  April  30,  2002,  2001  and  2000,  the  Company conducts business with
Humatech,  Ltd.  under  equal terms and conditions to those of domestic sales to
unrelated  third  party  distributors.

NOTE  H  -  NOTES  PAYABLE  TO  BANKS  AND  FINANCE  COMPANIES

Notes  payable  to banks and finance companies consist of the following at April
30,  2002,  2001  and  2000,  respectively:

<TABLE>
<CAPTION>

<S>                                                                  <C>          <C>          <C>
                                                                      April 30,    April 30,    April 30,
                                                                           2002         2001         2000
                                                                     -----------  -----------  -----------
$30,000 installment note payable to a financial services
  company.  Interest at 14.29%.  Payable in monthly
  installments of approximately $706, including
  accrued interest.  Final payment due in December
  2006.  Collateralized by transportation equipment.. . . . . . . .  $   28,238   $        -   $        -

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

                                      F-14

<PAGE>
                                                 HUMATECH, INC.

                                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE H - NOTES PAYABLE TO BANKS AND FINANCE COMPANIES - CONTINUED

                                                                      April 30,    April 30,    April 30,
                                                                           2002         2001         2000
                                                                     -----------  -----------  -----------

$16,055 installment note payable to a financial services
  company.  Interest at 18.95%.  Payable in monthly
  installments of approximately $377, including
  accrued interest.  Final payment due in August
  2007.  Collateralized by transportation equipment.. . . . . . . .  $   15,094   $        -   $        -

$48,820 installment note payable to an equipment
  leasing company.  Interest at 10.00%.  Payable
  in monthly installments of approximately $1,053,
  including accrued interest.  Final payment due in
  January 2005.  Collateralized by manufacturing
  equipment.. . . . . . . . . . . . . . . . . . . . . . . . . . . .      30,259       40,081            -

$66,450 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.. . . . . . . . . . . . . . . . . . . . . . . . . . . .      31,182       48,731       64,798

$37,768 installment note payable to a bank.  Interest
  at 9.75%.  Payable in monthly installments of
  approximately $625, including accrued interest.
  Final payment due in September 2006.
  Collateralized by transportation equipment. . . . . . . . . . . .      26,930       31,346       35,649

$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. . . . . . . . . . . .      19,796       25,341       30,867

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

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

                                      F-15

<PAGE>
                                             HUMATECH, INC.

                                 NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE H - NOTES PAYABLE TO BANKS AND FINANCE COMPANIES - CONTINUED

                                                                      April 30,    April 30,    April 30,
                                                                           2002         2001         2000
                                                                     -----------  -----------  -----------
$26,849 installment note payable to an automotive
  finance company.  Interest at 12.99%.  Payable
  in monthly installments of approximately $611,
  including accrued interest.  Final payment due in
  October 2002.  Collateralized by transportation
  equipment.. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $        -   $   12,261   $   17,766

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

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

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

$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
                                                                     -----------  -----------  -----------

Total notes payable to banks and finance companies. . . . . . . . .     151,499      180,456      218,269

    Less current maturities . . . . . . . . . . . . . . . . . . . .     (45,225)     (65,443)     (84,500)
                                                                     -----------  -----------  -----------

    Long-term portion . . . . . . . . . . . . . . . . . . . . . . .  $  106,274   $  115,003   $  133,769
                                                                     ===========  ===========  ===========
</TABLE>

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

                                      F-16
<PAGE>

                                         HUMATECH,  INC.

                           NOTES  TO  FINANCIAL  STATEMENTS  -  CONTINUED


NOTE  H  -  NOTES  PAYABLE  TO  BANKS  AND  FINANCE  COMPANIES  -  CONTINUED

Future  maturities  of  long-term  debt  are  as  follows:

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

                                                          2003          $ 45,225
                                                          2004            45,624
                                                          2005            28,027
                                                          2006            16,478
                                                          2007            14,712
                                                          2008             1,433
                                                                         -------

                                                        Totals          $151,499
                                                                         =======

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


NOTE  I  -  LONG-TERM  NOTES  AND  COMMITMENTS  PAYABLE  TO  AFFILIATES

Long-term  notes  and commitments payable to affiliates consist of the following
at  April  30,  2002,  2001  and  2000,  respectively:

<TABLE>
<CAPTION>

<S>                                                                           <C>         <C>         <C>
                                                                               April 30,   April 30,   April 30,
                                                                                    2002        2001        2000
                                                                              ----------  ----------  ----------
Agreement of Product Development and Funding
  between the Company and a shareholder.
  Repayment at a rate of 6.0% of gross sales of
  equipment to be developed with the funding
  received under this agreement.  Total agreed
  repayment will be $450,000.  As of April 30, 2002
  and subsequent thereto, the Company has not
  completed the development of the product and,
  accordingly, has no gross sales of the underlying
  product. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  330,000  $  330,000  $  150,000

$554,450 term note payable to two individuals
  related to the Company's Executive Vice President
  and Chief Financial Officer.  Interest at 9.0%.
  Principal and accrued interest due at maturity in
  July 2002.  Unsecured.  Principal and accrued
  interest were retired on September 2000 with the
  issuance of 1,007,030 shares of unregistered,
  restricted common stock. . . . . . . . . . . . . . . . . . . . . . . . . .           -           -     554,450

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

                                      F-17
<PAGE>
                                                 HUMATECH, INC.

                                      NOTES TO FINANCIAL STATEMENTS - CONTINUED

                      NOTE I - LONG-TERM NOTES AND COMMITMENTS PAYABLE TO AFFILIATES -- CONTINUED

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

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

NOTE  J  -  DUE  TO  OFFICERS

The Company has a license agreement with the Company's President and controlling
shareholder  for  the use of all copyrights, trademarks, patents, trade secrets,
product formulas, customer lists and other proprietary information owned by IHFC
by  virtue  of  the  incorporation  of the predecessor sole proprietorship.  The
agreement  requires  a  payment of 1.0% of the total gross sales of the Company.
For  the  years  ended  April 30, 2002, 2001 and 2000, respectively, the Company
paid or accrued approximately $2,454, $2,291 and $5,221 for royalties under this
agreement.

The  Company entered into an employment agreement with an individual to serve as
the  Company's  President  and  Chief  Executive Officer.  The initial agreement
covered  the  initial  term  from  July  1,  1996  through  June  30,  2001  and
automatically  renewed  upon  expiration  through  June 30, 2003.  The agreement
provides  for  automatic renewals of successive two (2) year terms unless either
the  President or the Company gives sixty (60) days written notice to the other.
The  agreement  initially  required 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  periods.

The  Company entered into an employment agreement with an individual to serve as
the  Company's  Executive  Vice  President  and  Chief  Financial  Officer.  The
agreement  covered  the initial term from July 1, 1996 through June 30, 2001 The
initial  agreement  covered  the initial term from July 1, 1996 through June 30,
2001  and  automatically  renewed  upon  expiration  through June 30, 2003.  The
agreement  provides  for  automatic  renewals  of  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 periods.

As of April 30, 2002, 2001 and 2000, total cumulative amounts unpaid under these
agreements  are  as  follows:

<TABLE>
<CAPTION>

<S>                           <C>         <C>         <C>
                               April 30,   April 30,   April 30,
                                    2002        2001        2000
                              ----------  ----------  ----------

        Officer compensation  $1,073,065  $1,042,980  $  854,357
        Royalty fees . . . .           -           -           -
                              ----------  ----------  ----------
                              $1,073,065  $1,042,980  $  854,357
                              ==========  ==========  ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.

                                      F-18
<PAGE>

                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

NOTE  J  -  DUE  TO  OFFICERS  --  CONTINUED

Future  amounts  due  under  the  employment  agreements  are  as  follows:

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

                                                          2003          $300,000
                                                          2004           300,000
                                                          2005            50,000
                                                                        --------

                                                        Totals          $650,000
                                                                         =======

NOTE  K  -  INCOME  TAXES

The  components  of  income  tax (benefit) expense for the years ended April 30,
2002,  2001  and  2000,  respectively,  are  as  follows:

<TABLE>
<CAPTION>

<S>               <C>           <C>           <C>
                     April 30,     April 30,     April 30,
                          2002          2001          2000
                  ------------  ------------  ------------
      Federal:
        Current.  $          -  $          -  $          -
        Deferred             -             -             -
                  ------------  ------------  ------------
                             -             -             -
                  ------------  ------------  ------------
      State:
        Current.             -             -             -
        Deferred             -             -             -
                  ------------  ------------  ------------
                             -             -             -
                  ------------  ------------  ------------

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

As  of  April  30,  2002,  the  Company has a net operating loss carryforward of
approximately  $4,200,000  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, 2002, 2001 and
2000,  respectively,  differed  from the statutory federal rate of 34 percent as
follows:

<TABLE>
<CAPTION>


<S>                                                     <C>              <C>              <C>
                                                             April 30,        April 30,         April 30,
                                                                  2002             2001             2000
                                                        ---------------  ---------------  ---------------
  Statutory rate applied to earnings (loss)
    before income taxes. . . . . . . . . . . . . . . .  $     (786,000)  $     (332,000)  $     (112,000)

  Increase (decrease) in income taxes resulting from:
    State income taxes . . . . . . . . . . . . . . . .               -                -                -
   Other including reserve for deferred tax asset. . .         786,000          332,000          112,000
                                                        ---------------  ---------------  ---------------

    Income tax expense . . . . . . . . . . . . . . . .  $            -   $            -   $            -
                                                        ===============  ===============  ===============
</TABLE>
The accompanying notes are an integral part of these financial statements.

                                      F-19
<PAGE>

                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

NOTE  K  -  INCOME  TAXES  --  CONTINUED

The  deferred  current  tax  asset  on  the  April  30,  2002,  2001  and  2000,
respectively,  balance  sheet  consists  of  the  following:

<TABLE>
<CAPTION>

<S>                             <C>                 <C>              <C>
                                        April 30,        April 30,        April 30,
                                             2002             2001             2000
                                ------------------  ---------------  --------------

    Current deferred tax asset  $       1,502,000   $      716,000   $      384,200
      Reserve. . . . . . . . .         (1,502,000)        (716,000)        (384,200)
                                ------------------  ---------------  --------------

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

The  current  deferred  tax asset results from the availability of the Company's
net  operating  loss  carryforward to offset future taxable income.  The Company
has  fully  reserved  its  deferred  tax asset related to its net operating loss
carryforward  due  to  the  uncertainty of future usage.  During the years ended
April  30,  2002,  2001 and 2000, the reserve for the deferred current tax asset
increased  by  approximately  $786,000,  $331,800  and  $125,000,  respectively.


NOTE  L  -  COMMON  STOCK  TRANSACTIONS

On  May  7,  2001,  the Company issued 75,000 shares of restricted, unregistered
common  stock  to  an existing shareholder for $30,000 cash.  The Company relied
upon  Section  4(2)  of The Securities Act of 1933, as amended, for an exemption
from  registration  on  these  shares.

On June 4, 2001, the Company filed a Registration Statement under The Securities
Act of 1933 on Form S-8 registering an aggregate 325,000 shares of common stock.
The  Company  issued  300,000  shares  to an individual providing evaluation and
advise  related  to mergers and acquisitions, advising corporate management, and
in  performing  general  administrative  duties  for publicly-held companies and
development stage investment ventures.  The Company also issued 25,000 shares to
the  Company's  legal  counsel  for  prior,  current  and  future services to be
rendered  to  the Company.  These transactions were valued at the closing quoted
price of the Company's common stock at the transaction date, or $0.63 per share.
An  aggregate  $204,750  was  charged  to  operations  as  a  result  of  these
transactions.

On  July  31, 2001, the Company issued 33,334 shares of restricted, unregistered
common  stock  in  exchange  for  $20,000  in  cash  received  from  an existing
shareholder  initially  as  an  advance  deposit  for anticipated future product
purchases  during  Fiscal  2001.  The  Company  relied  upon Section 4(2) of The
Securities  Act of 1933, as amended, for an exemption from registration on these
shares.

In August 2001 the Company completed negotiations to sell an aggregate 1,375,000
shares  of restricted, unregistered common stock, representing approximately 13%
of  the  issued  and  outstanding  common  stock as of April 30, 2001, for total
proceeds  of $550,000 cash to an unrelated third party under a private placement
letter  utilizing an exemption from registration under the applicable Securities
laws.  All  funds  due  under  this  Agreement were received by August 27, 2001.

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

                                      F-20
<PAGE>

                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

NOTE  L  -  COMMON  STOCK  TRANSACTIONS-  CONTINUED

On  September  21,  2001,  the  Company filed a Registration Statement under The
Securities  Act  of  1933 on Form S-8 registering an aggregate 375,000 shares of
common  stock.  The  Company  issued  325,000  shares to an individual providing
advertising, marketing, administrative and professional networking opportunities
to  the  Company.  The  Company also issued 25,000 shares to the Company's legal
counsel  for  prior,  current and future services to be rendered to the Company.
These  transactions  were  valued  at  the closing quoted price of the Company's
common stock at the transaction date, or $0.33 per share.  An aggregate $123,750
was  charged  to  operations  as  a  result  of  these  transactions.

On  September  27,  2001,  the  Company  issued  15,000  shares  of  restricted,
unregistered common stock to an individual providing various consulting services
related to the Company's source of humate material.  This transaction was valued
at  $0.26  per  share,  which equals the "fair value" of the shares based on the
discounted  closing  price  of  the  Company's  common  stock on the date of the
transaction.  The  Company  relied  upon  Section  4(2) of The Securities Act of
1933,  as  amended,  for  an  exemption  from  registration  on  these  shares.

On  October  29,  2001,   the  Company  filed  a  Registration  Statement  under
The  Securities  Act of 1933 on Form S-8 registering an aggregate 581,000 shares
of  common  stock.  The  Company  issued  these  shares  to  various individuals
providing administrative, corporate management consulting and various electronic
advertising and information processing services  to  the  Company.  These trans-
actions were valued at the closing quoted price of the Company's common stock at
the  transaction  date, or $0.35 per share. An aggregate $203,350 was charged to
operations  as  a  result  of  these  transactions.

On  November  19,  2001,  the  Company  filed  a  Registration  Statement  under
The Securities Act of 1933 on Form S-8 registering an aggregate 3,050,000 shares
of  common  stock.  The  Company  issued these 1,050,000 shares to various indi-
viduals  providing  various  consulting  and  legal services to the Company. The
remainder  of  the  shares  (2,000,000)  support  underlying options to purchase
2,000,000 shares of stock at exercise prices of either $1.00 or $1.50 per share.
The  issued  shares  were  valued  at  the closing quoted price of the Company's
common  stock  at the transaction date, or $051 per share. An aggregate $535,000
was  charged  to  operations  as  a  result  of  these  transactions.

Between  December  27,  2001  and  April  30,  2002,  an individual exercised an
aggregate 535,000 options to purchase shares of common stock at $1.00 per share,
which were  issued  on  November  19,  2001,  for  aggregate  cash  proceeds  of
approximately $535,000. The transaction was recorded by the Company based on the
imputed  "fair  value"  of  the  securities  issued  as required by Statement of
Financial Accounting Standards  No.  123,  "Accounting  for  Stock-Based Compen-
sation".  The  imputed  fair  value of this transaction was calculated using the
closing  quoted  stock  price  on the date of each respective transaction, or an
aggregate  $632,900.  The  differential  between  the imputed fair value and the
actual  cash  paid was recorded as "compensation expense related to common stock
issuances  at  less than "fair value" upon exercise of outstanding stock options
in  the  accompanying  statement  of  operations.

On March 5, 2002, an individual shareholder exercised 18,741 outstanding options
to  purchase  18,741  shares  of restricted, unregistered common stock at a cash
exercise  price  of  approximately  $7,500.  The transaction was recorded by the
Company  based  on the imputed "fair value" of the securities issued as required
by  Statement  of  Financial  Accounting  Standards  No.  123,  "Accounting  for
Stock-Based  Compensation".  The  imputed  fair  value  of  this transaction was
calculated  using  the closing quoted stock price on the date of each respective
transaction,  or an aggregate $8,995.  The differential between the imputed fair
value  and the actual cash paid was recorded as "compensation expense related to
common  stock  issuances  at less than "fair value" upon exercise of outstanding
stock  options  in  the  accompanying  statement  of  operations.

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

                                      F-21
<PAGE>

                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE  L  -  COMMON  STOCK  TRANSACTIONS-  CONTINUED

In  March  2002,  upon  receipt  of  funds, the Company issued 100,000 shares of
restricted,  unregistered  common  stock, under a private placement letter dated
February  1, 2001, utilizing an exemption from registration under the applicable
Securities  laws,  for  cash  proceeds  of  $50,000.

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

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

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

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

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

NOTE  M  -  STOCK  WARRANTS

In  August  2001,  in  connection  with a private placement of common stock, the
Company  issued  a  series  of  Stock Warrants to the purchaser of the 1,375,000
shares  of  common  stock  to  purchase  up to an additional 1,375,000 shares of
restricted,  unregistered  common stock as follows: Series A - 343,750 shares at
$2.00  per share, expiring on the second anniversary date of the warrant; Series
B - 343,750 shares at $3.00 per share, expiring on the third anniversary date of
the  warrant;  Series  C  -  343,750  shares at $4.00 per share, expiring on the
fourth  anniversary  date  of the warrant and Series D - 343,750 shares at $5.00
per  share,  expiring  on  the  fifth  anniversary  date  of  the  warrant.

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

                                      F-22
<PAGE>

                                  HUMATECH,  INC.

                     NOTES  TO  FINANCIAL  STATEMENTS  -  CONTINUED


NOTE  M  -  STOCK  WARRANTS  -  CONTINUED

<TABLE>
<CAPTION>



<S>                       <C>         <C>             <C>
                          Warrants    Warrants
                          originally  outstanding at
                          issued      April 30, 2002  Exercise price
                          ----------  --------------  ---------------

2001 - Series A. . . . .     343,750         343,750  $2.00 per share
2001 - Series B. . . . .     343,750         343,750  $3.00 per share
2001 - Series C. . . . .     343,750         343,750  $4.00 per share
2001 - Series D. . . . .     343,750         343,750  $5.00 per share
                          ----------  --------------

Totals at April 30, 2002   1,375,000       1,375,000
                          ==========  ==============
</TABLE>

NOTE  N  -  STOCK  OPTIONS

The  Company's  Board  of Directors has allocated an aggregate 311,241 shares of
the  Company's  common  stock  for stock options granted in conjunction with the
private  placement  sales  of common stock during Fiscal 2001.  The options were
fully  earned  and exercisable at issuance.  The options expire between December
2001  and  November 2003 with exercise prices between $0.40 and $0.60 per share.

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

On  November  19,  2001,  the  Company  filed a Registration Statement under The
Securities  Act of 1933 on Form S-8 registering an aggregate 3,050,000 shares of
common  stock,  of  which  2,000,000  shares  covered options granted to various
individuals  providing  various consulting services to the Company.  These stock
options  have  an exercise price of either $1.00 or $1.50 per share.  There were
535,000  options  exercised  at  a price of $1.00 per share during the third and
fourth  quarters  of  Fiscal  2002.

The  following  table  summarizes  all  options  granted through April 30, 2002:
<TABLE>
<CAPTION>

<S>                 <C>        <C>        <C>         <C>          <C>
                    Options    Options    Options     Options      Exercise price
                    granted    exercised  terminated  outstanding  per share
                    ---------  ---------  ----------  -----------  ---------------

Financing options.    311,241     68,741           -      242,500  $  0.40 - $0.54
Consulting options  2,200,000    535,000           -    1,665,000  $  1.00 - $1.50
                    ---------  ---------  ----------  -----------

  Totals . . . . .  2,511,241    603,741           -    1,907,500
                    =========  =========  ==========  ===========
</TABLE>

The  weighted  average  exercise  price of all issued and outstanding options at
April  30,  2002  is  approximately  $1.22.

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

                                      F-23
<PAGE>

                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE  N  -  STOCK  OPTIONS  --  CONTINUED

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


NOTE  O  -  COMMITMENTS

Marketing  Services  Agreement
------------------------------

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.  No sales have occurred under this agreement as of April
30,  2002.

Operating  Leases
-----------------

The  Company  maintains its field production facilities, warehouse and corporate
offices  in  separate  locations  under  short  and  long-term operating leases.

The  field  production  facilities  are  located  in  a  leased  site located in
Albuquerque, New Mexico.  This operating lease is on a month-to-month basis at a
rental  rate  of  approximately  $1,050  per  month.

The  warehouse  and  production line are located in a  leased  facility  located
in Katy,  Texas.  This  operating  lease  requires  monthly  rental  payments of
approximately  $1,800  per month and expires on June 30, 2003, as extended.  The
Company  is  responsible for all normal maintenance and repairs on the facility.
Additionally,  the  Company  must  provide  insurance  coverage  in  an   amount
acceptable  to  the  lessor,  as  defined  in  the  lease  agreement.

The  corporate  offices  are  located  in  a leased facility located in Houston,
Texas.  This  operating  lease requires monthly rental payments of approximately
$1,360  per  month  and expires on August 31, 2002, as extended.  The Company is
also  responsible  for its pro-rata share of all common area expenses, insurance
and  ad-valorem  taxes on the leased facilities.  Additionally, the Company must
provide  insurance coverage in an amount acceptable to the lessor, as defined in
the  lease  agreement.

As  of  April  30,  2002,  the  Company  has the following future non-cancelable
liability  for  operating  lease  payments  on  its  facilities:

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

                                      F-24
<PAGE>
                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE  O  -  COMMITMENTS  -  CONTINUED

Operating  Leases  -  continued
-----------------

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

                              2003          $27,040
                              2004            3,600
                                            -------
                            Totals          $30,640
                                             ======


Research  Agreement
-------------------

On  February  1,  2002, the Company entered into a Research Agreement with Texas
Tech  University, a non-profit educational institution of the State of Texas, to
investigate  a  natural,  organic  trace mineral supplement, using the Company's
Promax  animal  feed supplement, for pigs that could improve pig performance and
reduce  the  occurrence  of  odor.

The  Research  Agreement  requires aggregate funding of $70,000, to be funded as
follows:  $17,500  on  or  before  February 1, 2002; $17,500 on or before May 1,
2002;  $17,500  on or before August 1, 2002 and $17,500 on or before November 1,
2002.  The  term  of  the Research Agreement is for a one-year period commencing
February  1,  2002.

Under  the  Agreement,  Humatech  will  retain all, if any, patent rights on new
discoveries  concerning  Promax.  Texas  Tech will receive a royalty of 2.00% of
the  adjusted  gross selling price of any products sold by the Company using any
patentable  discoveries  made  during  the  research  covered  by this Agreement

                                      F-25
<PAGE>