SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                  FIRST AMENDED
                                  FORM 10-KSB/A

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

                    FOR THE FISCAL YEAR ENDED APRIL 30, 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. . . . . . . . . . . . . . . . . . . . . . . . .  10

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. . . . . . . . . . . . . . . .  17

                                    Part III

ITEM 9 -  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
          PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE
          EXCHANGE ACT . . . . . . . . . . . . . . . . . . . . . . . . . . .  18

ITEM 10 - EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . .  19

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . . . . .  22

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . . . .  23


<PAGE>
                                     PART I

EXPLANATORY  NOTE

     Humatech, Inc. has restated its Annual Report on Form 10-KSB.   This Annual
Report  is  for the year ended April 30, 2002, and was originally filed with the
Commission  on  August  1,  2002.  References  throughout this Annual Report are
accurate  as  of  the  date originally filed.  The Company has not undertaken to
update  all  of  the  information in this Annual Report, but instead has updated
only  those areas related to the restatements.  Please read all of the Company's
filings  with  the  Commission  in  conjunction  with  this  Annual  Report.

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

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

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:


                                        2
<PAGE>
     -    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.

     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.


                                        3
<PAGE>
     The  most  biochemically  active and plant responsive components of fertile
soil are humic and fulvic acids.  The decisions to replace and maintain adequate
levels  of  humic/fulvic  acids  in  the  soil  creates  a positive economic and
ecological impact.  Humic acids are the end result of the decomposition of plant
and animal matter, which exist in the final phase of the humification process of
soils.  Humification is the process wherein crop residues, leaves, stalks, cover
crops,  manure's,  etc., are first broken down by soil micro-organisms.  Various
enzymes, fungi and bacteria then break down the cellulose.  Further activity and
breakdown  by  very  specific  fungi  and  bacteria  finally  result  in  the
mineralization  of humic acids from the material that is commonly referred to as
"humus".  Simply  put,  humic  acids  are derived from various organic materials
that  are  commonly  turned  under  by  farmers  throughout  the world to derive
well-known  benefits.

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

     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.


                                        4
<PAGE>
     -    NITRO-PLUS  (18-0-0).  This product has a liquid humic and fulvic acid
          base,  the  same as in the product MAXIMIZE, and is fortified with 18%
          nitrogen,  which enhances the delivery of nitrogen to the plant in the
          most  compatible  salt  free  form available. This product may also be
          piggybacked  with  insecticide  application.

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

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

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

     -    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.


                                        5
<PAGE>
     -    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.

     -    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


                                        6
<PAGE>
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.

     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:

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

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

     We  purchase  a  significant amount of chemicals and raw materials from the
open  market.  The majority 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.


                                        7
<PAGE>
Hoof and Mouth Disease Breakout in European Union
-------------------------------------------------

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

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

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

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
intellectual  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


                                        8
<PAGE>
employees  relating  to  future  exposure to hazardous chemicals and substances,
which  could have a material adverse effect on our results of operations.  If we
fail  to  comply  with  applicable  laws and regulations, we could be subject to
civil  remedies,  including  fines and injunctions as well as potential criminal
sanctions,  which  could  have  a  material  adverse  effect  on  our results of
operations.

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

Inflation
---------

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

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

     In  November  1998,  we  entered into a letter of intent for the purpose of
establishing  a joint venture to promote and sell our products into the European
Union  of  Countries.  On  November  12,  1998,  we  formed  a  new entity named
Humatech,  Ltd.,  of  which we own a 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.


                                        9
<PAGE>
     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.

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.

       FISCAL YEAR                                 PRICES
          ENDED                               ----------------
        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

     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


                                       11
<PAGE>
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.

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 government
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
liabilities  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 transactions with Humatech, Ltd., a foreign entity which
became a related party subsequent to April 30, 2002, for products which have not
yet  been  shipped.  During January 2000 (our fiscal year ended April 30, 2000),
the  Company  received  orders  from  Humatech,  Ltd., a related party, totaling
approximately  $350,000.  Originally,  the  Company  manufactured  the  ordered
product,  had  billed for the product on a FOB-Houston, Texas basis, and were in
the process of delivering our product to the Port of Houston, Texas for shipment
and  had shipped approximately $37,000 of the product to Humatech, Ltd. when the
United  Kingdom  (UK) was unexpectedly struck during our fiscal year ended April
30,  2001  with  a  foot  and  mouth  disease  epidemic.  This  unforeseen  and
unanticipated  biological epidemic caused Humatech, Ltd's end-user market demand
for  our  product  to  be  suspended.  In  order  to preserve their manufactured
product,  Humatech,  Ltd.  requested,  during  Fiscal  2001,  that the unshipped
product  be  converted to a "bill and hold" status, and Humatech, Ltd. continued
making  sporadic,  but  periodic,  cash  payments  on  the  billed but unshipped
product. At the time of this request, Company management was of the opinion that
the  Company  met  all  criteria  for  revenue  recognition  on  "bill and hold"
transactions,  as  established  by  the U.S. Securities and Exchange Commission.
Although  the  orders  and  completed product still exist as of the date of this
filing,  the  circumstances surrounding the rebuilding of animal herds in the UK
has  created a situation whereby Humatech, Ltd. cannot commit to a firm delivery
schedule to continue to support the requirements for revenue recognition under a
"bill  and  hold"  transaction  to  Humatech, Ltd. Accordingly, the Company must
retroactively  restate  the  accompanying  financial  statements  to  recognize
revenues  from  the  various transactions with Humatech, Ltd. to an "as shipped"
basis.  Shipments  have been made periodically throughout the three fiscal years
in  question,  and  management  expects  them  to  continue to be made in future
periods.

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

     The  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.

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
$245,581  as compared to $175,805 for the year ended April 30, 2001, an increase
of  nearly  40%.  All  of  the  $245,581 in net revenues recognized for the year


                                       13
<PAGE>
ended  April  30, 2002 were from domestic sources and the Company had no foreign
sales  during  Fiscal 2002.  Of the $175,805 in Fiscal 2001 recognized revenues,
$21,120  (12%)  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 $37,079 during the year ended April
30,  2000  to $21,120 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  Critical  Accounting  Issues  above.

     For  the  year  ended April 30, 2002, the Company incurred cost of sales of
$195,582  (79.6% of net revenues) as compared to $225,164 (128% of net revenues)
for  the  year  ended  April 30, 2001.  The decrease in costs as a percentage of
revenues  is  attributable  to  improved  operating efficiencies at higher sales
volumes.

     Of  the  $195,582  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.

     Of  the approximately $225,164 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 $49,999 (20% of net revenues) for the year ended April 30,
2002  as  compared to $(49,359) 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 total operating
expenses  of  $2,153,891,  resulting in a loss from operations of $2,103,892, as
compared  to  total  operating expenses of $958,371 for the year ended April 30,
2001,  resulting  in  a  loss  from  operations  of  $1,007,730.

     Of  the  $2,153,891 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.


                                       14
<PAGE>
     Of  the  $958,371  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 (inclusive of the $147,000
paid  in  common  stock  of  the Company); officer compensation 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
$62,898  for Fiscal 2002 and $60,298 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 $9,634 for the year ended
April  30,  2001 to $36,286 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.

     As  a  result  of  the  above, the Company incurred a net loss for the year
ended  April  30,  2002  of  $(2,083,276) as compared to a net loss for the year
ended  April  30,  2001 of $(998,330).  Loss per share of weighted-average stock
outstanding  for  the respective years ended April 30, 2002 and 2001 was $(0.16)
and  $(0.10)  per  share.

5.   LIQUIDITY AND CAPITAL RESOURCES

     For  the  year  ended April 30, 2002, cash used in operating activities was
equal  to $1,042,725, as compared to $340,711 for the year ended April 30, 2001.

     Cash  flows  provided  by financing activities were $1,097,488 for the year
ended April 30, 2002, as compared to $310,063 for the year ended April 30, 2001.
This increase of $787,425, or 250%, was a result of an increase in proceeds from
sale  of  common  stock  from $216,696 to $1,172,500, and a decrease in proceeds
from  loans  payable  to  affiliates from $180,000 to zero.  In this regard, the
Company  elected  to sell common stock to cover expenses and decrease the amount
of  money  borrowed  from  affiliates.

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

     At  April  30, 2002, the Company reported total current assets of $353,904,
as  compared  to $268,323 for the year ended April 30, 2001.  At April 30, 2002,
cash  was  equal  to  $43,813,  as compared to $311 for April 30, 2001, accounts
receivable  -  trade  was  equal to $70,451, as compared to $71,527 at April 30,


                                       15
<PAGE>
2001,  and  inventories were equal to $239,640, as compared to $196,485 at April
30,  2001.  The  increase  in  cash  and inventories offset a slight decrease in
accounts  receivable  -  trade, resulting in the net increase in current assets.

     At April 30, 2002, the Company had a relatively limited amount of cash, and
a  relatively  large  accounts receivable - trade.  Assuming that the Company is
able  to collect its accounts receivable - trade in a timely fashion, management
believes  that the Company's current assets are sufficient to sustain operations
for  the  foreseeable  future.  Although  management  does  not  anticipate  any
difficulties in collecting its accounts receivable, in the event that unforeseen
difficulties  in collecting its accounts receivable do arise, or in the event of
a  decrease  in  the  volume  of  sales,  the Company may not be able to sustain
operations.  In  such  an  event,  the  Company  will  have  to  either  suspend
operations  or  seek additional funds from short and long term borrowing sources
or  through  the  sale  of  common  stock.

     Total  assets  at  April  30, 2002 were $629,511 as compared to $529,271 at
April  30,  2001.

     Total  current  liabilities  decreased from $1,432,927 at April 30, 2001 to
$1,259,537  at  April 30, 2002.  This decrease was due primarily to decreases in
each  of  notes  payable  to  banks  and  finance  companies, customer deposits,
accounts  payable  -  trade,  and  deferred  revenue.

     Total liabilities decreased from $1,877,940 at April 30, 2001 to $1,695,811
at  April  30,  2002.

     As  a  result of the above total stockholders equity went from a deficit of
$1,348,669  at  April  30,  2001  to  a deficit of $1,066,300 at April 30, 2002.
While  stockholders'  equity  -  common  stock,  increased  from  $1,354,079  to
$3,719,724  (primarily  as  a result of the sale of common stock), the Company's
accumulated  deficit  increased  from  $2,702,748  to  $4,786,024.

     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.


                                       16
<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 and 2001. . . . . . . . .  F-3

     Statements of Operations and Comprehensive Loss for the years
          ended April 30, 2002 and 2001. . . . . . . . . . . . . .  F-4

     Statement of Changes in Stockholder's Equity for years ended
          April 30, 2002 and 2001. . . . . . . . . . . . . . . . .  F-5

     Statements of Cash Flows for the years ended
          April 30, 2002 and 2001. . . . . . . . . . . . . . . . .  F-6

     Notes to the Consolidated Financial Statements. . . . . . . .  F-7 to F-21

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.


                                       17
<PAGE>
S. W. HATFIELD, CPA
certified public accountants

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


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


Board of Directors and Stockholders
Humatech, Inc.

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

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

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

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

We  initially  issued  a  Report  of  Independent  Certified  Public Accountants
(Report)  on the above listed financial statements on June 27, 2002.  Subsequent
to  the  date  of  our  Report, Management of the Company, during December 2002,
discovered  that  the  criteria  for  a  "bill and hold" transaction recorded in
January  2000  required  retroactive  restatement.  This  situation necessitated
modifications  to  the  presentation  and  valuation  of  previously  reported
transactions  related  to  revenue  recognition  and  costs  of  goods  sold.
Accordingly, we withdraw our opinion dated June 27, 2002.  No reliance should be
placed  on  our  opinion  dated  June  27,  2002.



                                               S. W. HATFIELD, CPA
Dallas,  Texas
February  19,  2003


                    Use our past to assist your future(sm)

(secure mailing address)                   (overnight delivery/shipping address)
P. O. Box 820395                               9002 Green Oaks Circle, 2nd Floor
Dallas, Texas 75382-0395                                Dallas, Texas 75243-7212
214-342-9635 (voice)                                          (fax) 214-342-9601
800-244-0639                                                      SWHCPA@aol.com


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                                     HUMATECH, INC.
                               BALANCE SHEETS - RESTATED
                                April 30, 2002 and 2001


                                                                 2002          2001
                                                             ------------  ------------
<S>                                                          <C>           <C>

                                        ASSETS
                                        ------
CURRENT ASSETS
  Cash on hand and in bank                                   $    43,813   $       311
  Accounts receivable - trade,
    net of allowance for doubtful accounts
    of $9,067 and $-0-, respectively                              70,451        71,527
  Inventories                                                    239,640       196,485
                                                             ------------  ------------
    TOTAL CURRENT ASSETS                                         353,904       268,323
                                                             ------------  ------------

PROPERTY AND EQUIPMENT - AT COST
  Transportation equipment                                       205,374       204,932
  Manufacturing and processing equipment                         223,050       223,127
  Office furniture and fixtures                                   22,219        19,012
                                                             ------------  ------------
                                                                 460,643       447,071
  Accumulated depreciation                                      (186,762)     (188,224)
                                                             ------------  ------------
    NET PROPERTY AND EQUIPMENT                                   273,881       258,847
                                                             ------------  ------------

OTHER ASSETS                                                       1,726         2,101
                                                             ------------  ------------

TOTAL ASSETS                                                 $   629,511   $   529,271
                                                             ============  ============

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

CURRENT LIABILITIES
  Notes payable to banks and finance companies               $    45,225   $    65,443
  Customer deposits                                               47,817       118,682
  Accounts payable - trade                                        93,430       165,962
  Deferred revenue                                                     -        39,860
  Due to officers                                              1,073,065     1,042,980
                                                             ------------  ------------
    TOTAL CURRENT LIABILITIES                                  1,259,537     1,432,927
                                                             ------------  ------------

LONG-TERM LIABILITIES
  Long-term notes payable, net of current maturities             106,274       115,013
  Notes and commitments payable to affiliates                    330,000       330,000
                                                             ------------  ------------
    TOTAL LIABILITIES                                          1,695,811     1,877,940
                                                             ------------  ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Common stock - no par value.
    25,000,000 shares authorized
    14,840,334 and 10,390,593 shares issued and outstanding    3,719,724     1,354,079
  Accumulated deficit                                         (4,786,024)   (2,702,748)
                                                             ------------  ------------
    TOTAL STOCKHOLDERS' EQUITY                                (1,066,300)   (1,348,669)
                                                             ------------  ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $   629,511   $   529,271
                                                             ============  ============
</TABLE>

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


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                                   HUMATECH, INC.
            STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - RESTATED
                        Years ended April 30, 2002 and 2001

                                                            2002          2001
                                                        ------------  ------------
<S>                                                     <C>           <C>
REVENUES
  Sales, net of discounts, returns and allowances
    of $-0- and $42,522, respectively
      Domestic                                          $   245,581   $   154,685
      Related Party
        Foreign, principally United Kingdom                       -        21,120
                                                        ------------  ------------
    NET REVENUES                                            245,581       175,805

COST OF SALES                                               195,582       225,164
                                                        ------------  ------------

GROSS PROFIT                                                 49,999       (49,359)
                                                        ------------  ------------

OPERATING EXPENSES
  Research and development expenses                          36,286         9,634
  Commissions and other sales and marketing expenses        136,196        67,729
  Officer compensation                                      300,000       300,000
  Other operating expenses                                1,488,558       465,317
  Interest expense                                           27,557        55,393
  Depreciation expense                                       62,898        60,298
  Compensation expense related to common stock
    issuances at less than "fair value" upon exercise
    of outstanding stock options                            102,396             -
                                                        ------------  ------------

    TOTAL OPERATING EXPENSES                              2,153,891       958,371
                                                        ------------  ------------

LOSS FROM OPERATIONS                                     (2,103,892)   (1,007,730)

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

LOSS BEFORE INCOME TAXES                                 (2,083,276)     (998,330)

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

NET LOSS                                                 (2,083,276)     (998,330)

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

COMPREHENSIVE INCOME                                    $(2,083,276)  $  (998,330)
                                                        ============  ============

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

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

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


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                                     HUMATECH, INC.
                STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - RESTATED
                          Years ended April 30, 2002 and 2001

                                         Common Stock
                                    ----------------------   Accumulated
                                      Shares      Amount       deficit        Total
                                    ----------  ----------  -------------  ------------
<S>                                 <C>         <C>         <C>            <C>
BALANCES AT MAY 1, 2000              8,455,114  $  123,157  $ (1,704,418)  $(1,581,291)

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

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

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

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                        -           -    (2,083,276)   (2,083,276)
                                    ----------  ----------  -------------  ------------

BALANCES AT APRIL 30, 2002          14,840,334  $3,719,724  $ (4,786,024)  $(1,066,300)
                                    ==========  ==========  =============  ============
</TABLE>

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


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                                             HUMATECH, INC.
                                  STATEMENTS OF CASH FLOWS - RESTATED
                                  Years ended April 30, 2002 and 2001


                                                                             2002            2001
                                                                         -------------  ---------------
<S>                                                                      <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the period                                                $ (2,083,276)  $     (998,330)
  Adjustments to reconcile net loss to
    net cash provided by operating activities
      Depreciation                                                             62,898           60,298
      Amortization                                                                375               94
      Bad debt expense                                                         12,000            6,477
      Gain on disposal of fixed assets                                        (20,616)          (9,400)
      Common stock issued for payment of consulting fees                    1,070,750          146,750
      Common stock issued for payment of accrued interest                           -           29,144
      Compensation expense related to common stock
        issuances at less than "fair value"                                   102,396                -
      (Increase) Decrease in
        Accounts receivable - trade                                           (10,924)          13,125
        Inventory                                                             (43,155)         (10,734)
        Deposits and other                                                          -           (1,800)
      Increase (Decrease) in
        Accounts payable - trade                                              (72,533)          85,687
        Accrued interest payable                                                    -             (387)
        Due to officers                                                        30,085          188,623
        Deferred revenues                                                     (39,860)          39,860
        Customer deposits                                                     (50,865)         109,882
                                                                         -------------  ---------------
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES                      (1,042,725)        (340,711)
                                                                         -------------  ---------------

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)
                                                                         -------------  ---------------
CASH FLOWS USED IN INVESTING ACTIVITIES                                       (11,261)           4,149
                                                                         -------------  ---------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from sale of common stock                                        1,172,500          216,696
  Proceeds from loans payable to affiliates                                         -          180,000
  Principal payments on loans payable                                         (75,012)         (86,633)
                                                                         -------------  ---------------
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES                       1,097,488          310,063
                                                                         -------------  ---------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                               43,502          (26,499)
Cash and cash equivalents at beginning of year                                    311           26,810
                                                                         -------------  ---------------
CASH AND CASH EQUIVALENTS AT END OF YEAR                                 $     43,813   $          311
                                                                         =============  ===============

SUPPLEMENTAL DISCLOSURE OF INTEREST AND INCOME TAXES PAID
    Interest paid for the period                                         $     27,182   $       26,313
                                                                         =============  ===============
    Income taxes paid for the period                                     $          -   $            -
                                                                         =============  ===============

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
    Acquisition of property and equipment
      with debt from banks and related parties                           $     46,055   $       48,820
                                                                         =============  ===============
    Retirement of related party debt with the issuance
      of common stock (Principal-$772,327; Interest-$95,149)             $          -   $      867,476
                                                                         =============  ===============
    Retirement of debt with issuance of common stock                     $     20 000   $            -
                                                                         =============  ===============
</TABLE>

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


                                      F-6
<PAGE>
                                 HUMATECH, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                    RESTATED


NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS

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

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


NOTE B - PREPARATION OF FINANCIAL STATEMENTS

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

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

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

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


NOTE C - GOING CONCERN UNCERTAINTY

The  Company  has  incurred  cumulative  net  operating  losses of approximately
$(4,500,000)  and  has  used  cumulative  cash  in  operating  activities  of
approximately  $(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.


                                      F-7
<PAGE>
                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                    RESTATED


NOTE C - GOING CONCERN UNCERTAINTY - CONTINUED

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.


NOTE D - CORRECTION OF AN ERROR

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

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

The  effect  of  any and all changes are reflected in the accompanying financial
statements  as  of the respective date of each transaction and the effect of the
corrections are summarized below by fiscal period and cumulatively.

                                          Year ended
                                          April 30,        Cumulative
                                             2001       effect of changes
                                         ------------  -------------------
Net Loss, as previously reported         $  (329,650)
Effect of the correction of an error
  Recalculation of recognized revenue       (277,640)  $         (297,640)
  Recalculation of cost of goods sold         38,400               35,520
                                         ------------  -------------------
    Total effect of changes on
      Loss from Operations and Net Loss     (239,240)  $         (262,120)
                                         ------------  ===================

Net Loss, as restated                    $  (568,891)
                                         ============


                                      F-8
<PAGE>
                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                    RESTATED


NOTE D - CORRECTION OF AN ERROR - CONTINUED

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

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


NOTE E - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

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

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

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

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

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


                                      F-9
<PAGE>
                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                    RESTATED


NOTE E - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

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

     Research and development expenses are charged to operations as incurred.

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

     Advertising and marketing expenses are charged to operations as incurred.

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

     The  Company  utilizes  the  asset  and  liability method of accounting for
     income  taxes.  At  April 30, 2002 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  equivalents 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.


NOTE F - FAIR VALUE OF FINANCIAL INSTRUMENTS

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


                (Remainder of this page left blank intentionally)


                                      F-10
<PAGE>
                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                    RESTATED


NOTE G - FIXED ASSETS

During Fiscal 2000, all equipment being financed under related party leases were
refinanced directly in the Company's name.  Included in the amounts reflected in
the  accompanying  balance  sheet  are  the  following fixed assets on long-term
capital  leases:

                                              April 30,    April 30,
                                                2002         2001
                                             -----------  -----------
     Vehicles
       Related party                         $        -   $   29,480
     Manufacturing and processing equipment
       Unrelated                                 68,511       68,511
                                             -----------  -----------
                                                 68,511       97,991
     Accumulated depreciation                   (22,277)     (42,554)
                                             -----------  -----------

                                             $   46,233   $   55,437
                                             ===========  ===========

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


NOTE  H  -  INVENTORY

Inventory consists of the following at April 30, 2002 and 2001, respectively:

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

     Raw materials                           $  177,142  $  153,390
     Work-in-process                              3,717           -
     Finished goods                              23,261       7,575
                                             ----------  ----------

     Totals                                  $  204,120  $  160,965
                                             ==========  ==========

NOTE I - NOTES PAYABLE TO BANKS AND FINANCE COMPANIES

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

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

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  $        -


                                      F-11
<PAGE>
                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                    RESTATED


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

<TABLE>
<CAPTION>
                                                            April 30,    April 30,
                                                              2002         2001
                                                           -----------  -----------
<S>                                                        <C>          <C>
$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

$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

$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

$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

$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


                                      F-12
<PAGE>
                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                    RESTATED


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

                                                            April 30,    April 30,
                                                              2002         2001
                                                           -----------  -----------
$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

$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

$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

$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.                                                        -            -
                                                           -----------  -----------

Total notes payable to banks and finance companies            151,499      180,456
     Less current maturities                                  (45,225)     (65,443)
                                                           -----------  -----------

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

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
                                                                  ========


                                      F-13
<PAGE>
                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                    RESTATED


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

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


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

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

<TABLE>
<CAPTION>
                                                           April 30,   April 30,
                                                              2002        2001
                                                           ----------  ----------
<S>                                                        <C>         <C>
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

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.                                          -           -

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.                                                     -           -
                                                           ----------  ----------

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


                                      F-14
<PAGE>
                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                    RESTATED


NOTE  K  -  DUE  TO  OFFICERS

The Company has a license agreement with the Company's President and controlling
shareholder  for  the use of all copyrights, trademarks, patents, trade secrets,
product formulas, customer lists and other proprietary information owned by IHFC
by  virtue  of  the  incorporation  of the predecessor sole proprietorship.  The
agreement  requires  a  payment of 1.0% of the total gross sales of the Company.
For  the  years  ended  April 30, 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  and  2001, total cumulative amounts unpaid under these
agreements  are  as  follows:

                                         April 30,   April 30,
                                            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:

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

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

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


                                      F-15
<PAGE>
                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                    RESTATED


NOTE L - INCOME TAXES

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

                                      April 30,     April 30,
                                         2002          2001
                                     ------------  ------------
     Federal:
       Current                       $          -  $          -
       Deferred                                 -             -
                                     ------------  ------------
                                                -             -
                                     ------------  ------------
     State:
       Current                                  -             -
       Deferred                                 -             -
                                     ------------  ------------
                                                -             -
                                     ------------  ------------

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

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 and 2001,
respectively, differed from the statutory federal rate of 34 percent as follows:

<TABLE>
<CAPTION>
                                                           April 30,        April 30,
                                                             2002             2001
                                                        ---------------  ---------------
<S>                                                     <C>              <C>

  Statutory rate applied to earnings (loss)
    before income taxes                                 $     (708,000)  $     (339,000)

  Increase (decrease) in income taxes resulting from:
    State income taxes                                               -                -
    Other including reserve for deferred tax asset             708,000          339,000
                                                        ---------------  ---------------

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

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

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

       Current deferred tax asset  $       1,259,000   $      562,000
         Reserve                          (1,259,000)        (562,000)
                                   ------------------  ---------------

         Net current tax asset     $               -   $            -
                                   ==================  ===============

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  and  2001,  the  reserve  for  the  deferred current tax asset
increased  by  approximately  $697,000  and  $325,000,  respectively.


                                      F-16
<PAGE>
                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                    RESTATED


NOTE  M  -  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.

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
transactions  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.


                                      F-17
<PAGE>
                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                    RESTATED


NOTE  M  -  COMMON  STOCK  TRANSACTIONS  -  CONTINUED

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 individuals
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
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  $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.

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
transactions  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.


                                      F-18
<PAGE>
                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                    RESTATED


NOTE M - COMMON STOCK TRANSACTIONS - CONTINUED

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
approximated  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  N  -  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.

                           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
                          ==========  ==============

NOTE  O  -  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.


                                      F-19
<PAGE>
                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                    RESTATED


NOTE  O  -  STOCK  OPTIONS  -  CONTINUED

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

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  P  -  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.


                                      F-20
<PAGE>
                                 HUMATECH, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                    RESTATED


NOTE P - COMMITMENTS - CONTINUED

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

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 it's 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-cancellable
liability for operating lease payments on its facilities:

                       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-21
<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.


                                       18
<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.


                                       19
<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 and
bonus  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
                                                        ------------------------  ----------------------------
                                                                     SECURITIES
                                                        RESTRICTED   UNDERLYING
NAME AND                                 OTHER ANNUAL      STOCK       OPTIONS                     ALL OTHER
PRINCIPAL              SALARY    BONUS   COMPENSATION     AWARDS        SARS      LTIP PAYOUTS   COMPENSATION
POSITION       YEAR     ($)       ($)         ($)           ($)          (#)           ($)            ($)
-------------  ----  ----------  ------  -------------  -----------  -----------  -------------  -------------
<S>            <C>   <C>         <C>     <C>            <C>          <C>          <C>            <C>
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-

<FN>
     (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>

<TABLE>
<CAPTION>
                        OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                 (INDIVIDUAL GRANTS)

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

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


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

                                                                         VALUE OF UNEXERCISED
                     SHARES                 NUMBER OF UNEXERCISED            IN-THE-MONEY
                    ACQUIRED                SECURITIES UNDERLYING            OPTION/SARS
                       ON        VALUE      OPTIONS/SARS AT FY-END            AT FY-END
                    EXERCISE   REALIZED              (#)                         ($)
NAME                   (#)        ($)     EXERCISABLE/UNEXERCISABLE   EXERCISABLE/UNEXERCISABLE
------------------  ---------  ---------  --------------------------  -------------------------
<S>                 <C>        <C>        <C>                         <C>
David G. Williams         -0-     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>
                                       COMMON STOCK
                                       ------------
                         Name and Address of            Amount and Nature of   Percent of
Title of Class           Beneficial Owner (1)           Beneficial Ownership    Class (2)
--------------  --------------------------------------  ---------------------  -----------
<S>             <C>                                     <C>                    <C>

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                 2,750,000 (5)        16.4%
                2700 N. Hemlock Court, Suite 111-B
                Broken Arrow, OK  74012

Common Stock    All officers and directors as a group
                (2 persons)

<FN>
(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.
</TABLE>


                                       21
<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:

                                                 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
                                                          ==========


                                       22
<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


     (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.


                                       23
<PAGE>
                                   SIGNATURES

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


Dated:  February 20, 2003                   Humatech,  Inc.


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


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



Dated:  February 20, 2003                   /s/  David G. Williams
                                            ------------------------------------
                                            By:   David G. Williams
                                            Its:  Chairman, President, CEO, and
                                                  Director



Dated:  February 20, 2003                   /s/  John D. Rottweiler
                                            ------------------------------------
                                            By:   John D. Rottweiler
                                            Its:  Secretary, Chief Financial
                                                  Officer, and Director


                                       24
<PAGE>
                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

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

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

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

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

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

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

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

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

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

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

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

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

Dated:  February 20, 2003

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


<PAGE>
                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

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

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

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

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

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

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

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

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

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

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

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

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

Dated:  February 20, 2003

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


<PAGE>