`U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                                   (Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
              OF 1934 For the fiscal year ended December 31, 2001


[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
          OF 1934 For the transition period from ________ to __________

                         Commission file number 0-30119

                             DNAPrint genomics, Inc.
                 (Name of small business issuer in its charter)

                                      Utah
                         (State or other jurisdiction of
                         incorporation or organization)

                                   59-2780520
                      (I.R.S. Employer Identification No.)

             900 Cocoanut Avenue, Sarasota, FL 34236 (941) 366-3400
(Address of principal executive offices) (Zip Code) (Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act:

                                      NONE

Securities registered under Section 12(g) of the Exchange Act:

                                (Title of class)
                          Common Stock, par value $.01


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter


                                       1


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 in response 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. [ ]

State issuer's revenues for its most recent fiscal year.         $14,389

State the aggregate market value of the 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 price 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.) As of March 18, 2002, the aggregate market value of
the voting and non-voting common equity held by non-affiliates was
$30,750,673.95.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. As of March 18, 2002, 451,392,609

                       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 list
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 


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                                     PART I

                           FORWARD-LOOKING STATEMENTS

Certain statements contained in this filing are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995, such
as statements relating to financial results and plans for future business
development activities, and are thus prospective. These statements appear in a
number of places in this Annual Report and include all statements that are not
statements of historical fact regarding intent, belief or current expectations
of the Company, its directors or its officers with respect to, among other
things: (i) the Company's financing plans; (ii) trends affecting the Company's
financial condition or results of operations; (iii) the Company's growth
strategy and operating strategy; and (iv) the declaration and payment of
dividends. The words "may," "would," "could," "will," "expect," "estimate,"
"anticipate," "believe," "intend," "plans," and similar expressions and
variations thereof are intended to identify forward-looking statements.
Investors are cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties, many of
which are beyond the Company's ability to control. Actual results may differ
materially from those projected in the forward-looking statements as a result of
various factors. Among the key risks, assumptions and factors that may affect
operating results, performance and financial condition are changes in
technology, fluctuations in the Company's quarterly results, ability to continue
and manage its growth, liquidity and other capital resources issues,
competition, fulfillment of contractual obligations by other parties and the
other factors discussed in detail in the Company's filings with the Securities
and Exchange Commission.

Item 1. Description of Business.

History

        DNAPrint genomics, Inc. ("we," "DNAPrint genomics" or the "Company") was
incorporated in the State of Utah. It is the successor in interest to S.D.E.
Holdings I, Inc. ("S.D.E."). S.D.E. was a Nevada corporation registered under
Section 12 of the Securities Exchange Act of 1934 and had no business
operations. In October 2001, S.D.E. acquired DNAPrint genomics by merger, and
DNAPrint genomics became the successor registrant under the Securities Exchange
Act of 1934. All of the discussion contained in this Report of historical
activity relates to the business of DNAPrint genomics.

        For a number of years prior to the merger, DNAPrint genomics was known as
Catalyst Communications, Inc. ("Catalyst"). Catalyst had several operating subsidiaries,
which conducted a variety of businesses, including operating restaurants and promoting
and marketing prepaid phone cards. In early 2000, Catalyst and its subsidiaries
filed for protection under the United States bankruptcy laws. Catalyst emerged from


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bankruptcy court protection in 2000. After a period of dormancy, it acquired DNAPrint
genomics, Inc., a Florida corporation.

        Our management team consists of Tony Frudakis, Ph.D., CEO/President, K.
Punniswamy, Senior Vice President of Biostatistics, and Kondragunta
Venkateswarlu, Vice President of Bioinformatics. We believe that these
executives have the necessary expertise to make us a profitable company
specializing in marketing information products worldwide through direct sales,
licensing agreements, distributorships, and partnering arrangements. We are also
actively seeking strategic acquisitions of products and companies that fit
within our focused growth strategies.

Development

        The Company began with the discovery and development of the TruLine of
products - TruSeqTM, SNiPscanTM and TruSpinTM. These products enable researchers
to conduct cost-effective, high-throughput DNA testing. These testing
capabilities triggered ideas about bringing DNA analysis into the economic reach
of the common person, and ultimately resulted in the establishment in Sarasota,
Florida of our predecessor, GAFF biologic. For the first year, GAFF biologic was
a routine DNA testing laboratory, owned by Dr. Tony Frudakis and George
Frudakis, and operated through Pacific-Atlantic Corporation, an affiliate of
George Frudakis.

        With the contribution of $250,000 in first-round financing as seed capital,
the Company changed its name to DNAPrint genomics and began to execute its
business plan. At that time, GAFF biologic transferred all its assets, machines,
talent and patents to the Company. The Company had all capital equipment it
needed to function as a full-service STR DNA testing and DNA sequencing
facility. The Company was actively engaged in human identification analysis on a
routine basis and used its proprietary TruSeqTM, SNiPscanTM and TruSpinTM
products to reduce the cost of producing a genetic profile to less than 50% of
the price that a standard forensic DNA lab charges.

        By 2001, Dr. Frudakis had teamed with Kondragunta Venkateswarlu, Ph.D. and
K. Punniswamy, Ph.D. to develop a business plan. Later in 2001, we began
conducting pharmacogenomics research and development for the generation of new
consumer genomics products.

Intellectual Property and Products.

        Phenome Database. We have developed unique and comprehensive
        SNP databases. An "SNP" is a single nucleotide polymorphism - a common
        DNA sequence variation that has great significance for biomedical
        research. We have developed our SNP databases through the use of
        proprietary data mining techniques, software and biochemical research
        and development. To date, we have discovered several thousand SNP
        sequences useful for drug interactivity screening. Our databases are


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        fully annotated, and contain relevant LocusLink, Medline, UniGene,
        Entrez, and PubMed information. Another factor that distinguishes our
        database is that it contains a molecular address for each target SNP
        that enables rapid application to microchip based screening platforms.
        Most of our data and annotation do not currently exist in any public
        database, and we enjoy their exclusive use.

        "SNiPdoc" SNP discovery system. We maintain a full, high throughput
        screening facility, and the SNIPdoc system is the discovery search
        engine for this facility. SNIPdoc is a software system that aligns raw
        DNA sequence data from multiple donors, and uses statistical routines
        to find reliable discrepancies between these sequences. It then
        formats the data and deposits it into a database.

        FEMS. We have developed software - the Front-End Management System or
        FEMS - to manage the workflow of DNA through automated DNA analysis
        equipment. FEMS is a database within which we store information about
        our blood specimens, polymorphisms and genotypes. The most recent
        versions of FEMS include software that is specifically suited for the
        design of re-sequencing experiments starting with raw human genome
        data files. (A re-sequencing experiment sequences the same gene from
        multiple donors.) The software defines "important" and "unimportant"
        regions of a human genome DNA sequence file, designs primers to flank
        pertinent regions of the file and formats these primers for easy
        oligonucleotide ordering. We have also added numerous Java
        applications to FEMS over the past year which enable us to format SNP
        data from the Phenome database. The formatting allows for convenient
        ordering of consumables, within the confines of UHT genotyping
        platform requirements. The software allows us to quickly and
        efficiently design population genetics experiments, which is the
        foundation of our product discovery efforts. The software accomplishes
        in seconds what it previously took a scientist an hour or more to
        accomplish during the tedious process of experimental design.

        Haploscope Genetic Feature Extraction System. The Company has
        developed and filed a patent application for a novel genetic feature
        extraction algorithm called "Haploscope." The algorithm employs an
        original and proprietary mathematical method for allowing scientists
        to identify which SNP combinations are associated with various drug
        reaction (or other) traits. We use the algorithm to identify the
        puzzle pieces of a complex genetic picture, which is a crucial step in
        the construction of predictive genetic testing products. Just as
        people use features such as nose shape, hair color, weight, voice and
        height to identify others visually in their everyday lives, so too are
        features useful for distinguishing between groups of patients. Once
        the features have been identified, they can be combined into
        classifiers, which can be used, en masse, to predict patient drug
        response in a commercial setting. We have written a software


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        application using this algorithm, and we use the application to gain a
        statistical advantage for finding associations between sets of SNP
        markers and complex human traits.

        Correspondence Analysis Process for Feature Modeling. We have
        developed and filed a patent application for a method of modeling
        genetic features that extends previously described mathematical
        methods related to Correspondence Analysis or Principal Components
        Analysis. We use the method to model genetic features in a manner that
        is sensitive for detecting the epistatic and dominance components of
        genetic variance, in addition to the additive component that most
        other methods can detect. Most human traits are complex, and
        understanding them well enough to make predictions of trait values
        from DNA requires understanding all of the components of genetic
        variance in the population - or all of the genetic mechanisms at work
        for imparting individuality. If gene variants are puzzle pieces, this
        method allows the company to assemble these puzzle pieces into a
        portrait which can then be used as a basis for classifying unknown
        samples. Since identifying these components is crucial for the
        development of any personalized drug or forensic classifier, the
        company feels the method imparts to it a distinct advantage in the
        race to introduce such classifiers to market. With the enhanced
        sensitivity, the mathematical method we have developed enables us to
        explain the maximum amount of variability in trait values in terms of
        a set of input features, thereby enabling us to produce a classifier
        for predicting the trait value of an unknown. We use the algorithm to
        assemble the puzzle pieces of a complex genetic picture.

        Linear/Quadratic Analytical Process. We have developed and filed a
        patent application for a method of modeling genetic features that
        extends existing mathematical methods related to Multivariate Distance
        Measurement and Linear Discriminant Analysis. We use the method to
        model genetic features in a manner that is sensitive for detecting the
        additive component of genetic variance. Because of its computational
        speed, we prefer the program that runs this algorithm for simpler
        genetic problems for which co-dominance effects exceed those of
        Mendelian dominance. Most human traits are complex, and understanding
        them well enough to make predictions of trait values from DNA requires
        understanding all of the components of genetic variance in the
        population - or all of the genetic mechanisms at work for imparting
        individuality. If gene variants are puzzle pieces, this method allows
        us to assemble these puzzle pieces into a portrait that can be used as
        a basis for classifying unknown samples. Since identifying these
        components is crucial for the development of any personalized drug or
        forensic classifier, we feel the method imparts to it a distinct
        advantage in the race to introduce such classifiers to market. Because
        of its utility with complex genetics analysis, the method enables us
        to explain a significant amount of variability in trait values in
        terms of a set of input features, at a computational cost that is
        lower than other methods we use. Because of its convenience and speed,
        the algorithm allows us to convert recent sequence data rapidly into


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        patent applications by demonstrating that input genetic features can
        be used within the context of a genetic classifier for predicting the
        trait value of an unknown.

        Retinome. We have developed and filed a patent application for a novel
        method of eye color inference from DNA. The SNP based method is the
        first of its kind, and management believes its rapid discovery
        represents a validation of the Company's capabilities and intellectual
        properties. The method employs Correspondence Analysis for using human
        pigmentation gene SNP combinations to predict human eye color
        accurately and sensitively. The method could be useful to forensic
        scientists desiring to produce a physical profile of a suspect based
        on crime scene biological evidence.

        Current DNA testing gives a set of about 13 number pairs that are used
        to identify a person or fluid specimen unambiguously. The person must
        have been previously sampled and stored in a database in order for it
        to be useful to criminologists for matching with anonymous evidence.
        The Retinome product will give information about a suspect without
        prior sampling. This is because it will extract information from the
        important regions of the human genome (those that participate in the
        determination of human physical traits), not the "junk" regions.

        Home DNA Specimen Collection Kit. We manufacture a home DNA specimen
        collection kit called the DNAPrintTM kit. The kit enables the
        collection of DNA for indefinite storage. A foam tipped swab is used
        to rub the inside of the subject's cheek, and the DNA collected on the
        swab (from tiny cells on the surface of the cheek) is then deposited
        by contact to a preservative card. The card is sealed in a tamper
        resistant pouch with a desiccant pack and can be stored in a filing
        cabinet or safe indefinitely. The product is attractive to parents who
        wish to be able to identify their child at a later date through
        forensic DNA testing (i.e. runaway or kidnapping victim - a
        replacement for the outdated and ineffective infant footprint). Others
        wish to establish an archive of their DNA for estate planning purposes
        (to refute illegitimate claims of relationship after death without
        exhumation) or to establish a DNA archive for insurance purposes (for
        positive post-mortem identification for the life insured after
        traumatic accident - to replace dental records). We sell these kits
        for $19.95 each, and each costs $5.00 to produce.

Products Under Development

        In addition to the products described above, we have several products under
development.

        Retinome. As of March 18, 2002, Retinome was 98% accurate predicting
        eye color shade, and 75% accurate predicting the precise eye color
        within a shade, where light shade is blue, green and hazel eyes and
        dark is brown and black. We have finished a screen of three more genes
        in an attempt to increase the accuracy for predicting actual eye
        color, and identified another gene whose variant sequences are


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        associated with eye color. The new updated Retinome panel of SNPs is
        capable of predicting eye color shade and actual eye colors with
        greater accuracy. We have been negotiating with third parties for the
        transfer of a commercial license to sell Retinome. To date, the terms
        offered by our most favored potential licensee have been unacceptable.
        By contract, we must wait for six months from the date of first
        negotiation before we can take discussions outside to third parties.
        On June 1, 2002, we intend to aggressively seek a larger platform
        provider for license of the Retinome classifier. Because we want to
        begin realizing revenues from the sale of Retinome as soon as
        possible, we are also likely to provide Retinome services for
        forensics customers through a service licensee rather than a platform
        licensee. The Company has submitted a grant application to the
        National Institutes of Justice to expand the utility and commercial
        application of the Retinome classifier for the provision of forensic
        services through selected licensees. At this time, management expects
        Retinome to contribute towards 2002 revenues.

        Retinome HA. We are attempting to accomplish for human hair color what
        we have accomplished for eye color. As of March 18, 2002, this project
        was approximately 90% complete.

        Verity. The company is attempting to identify a method for human SNP
        combinations for the inference of race from DNA. Though STR profiling
        is the current mainstay of forensics DNA testing, the multiallelic
        nature of STRs (meaning the large number of forms, or "flavors" in the
        population) render them of suboptimal statistical value for racial
        inference. Further, because STR tests are more difficult to automate,
        and because they focus on regions of the human genome that do not
        impart our physical characteristics, they are useless for ascribing
        other physical properties to DNA donors (i.e. skin color, eye color,
        hair color, etc.). Because of this, criminal investigators usually
        resort to subjective methods by which to construct physical profiles
        from crime scene DNA. Nevertheless, within each of our chromosomes
        lies an encoding for these physical characteristics, and we are
        attempting to use recent human genome advancements and proprietary
        methods to tap into specific regions of the genome that are especially
        informative for racial determination. If the Company is successful,
        the resulting VERITY classifier could allow forensic scientists to
        construct an objective racial profile by which to guide criminal
        investigations. VERITY could also facilitate investigations by helping
        investigators procure probable cause to warrant DNA specimen
        collection from suspects. Because STR testing results are dependent on
        accurate racial classification, VERITY could also allow for an
        improvement in the accuracy of STR identity testing methods by
        enabling an objective qualification of reference database selection.
        We would handle the licensing of this potential product in a similar
        manner as that for Retinome.


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        Statnome. Statnome is the product we are developing in conjunction
        with a group of Jacksonville physicians to classify patients as
        adverse responders or good responders to a class of drugs called
        statins. Hypercholesterolemic and dyslipidemic patients are at
        increased risk for heart disease. Currently, these patients are
        prescribed medications, nicknamed "statins," to reduce this risk.
        Statins function to decrease cholesterol levels by inhibiting a key
        enzyme in the cholesterol pathway. According to the National Heart,
        Lung, and Blood Institute's National Cholesterol Education Program,
        high cholesterol is one of the key risk factors for heart disease.
        Heart disease is the leading cause of death for both men and women in
        the United States, and more than 90 million American adults, or about
        50 percent of the population, have elevated blood cholesterol levels.
        A study published in the New England Journal of Medicine in September
        1998 says heart disease deaths have declined steadily over the last 30
        years, decreasing by 10.3 percent between 1990 and 1994 alone. This
        improvement is largely attributable to better prevention of heart
        disease through the widespread use of statins.

        Notwithstanding the efficacy of this class of drugs, individual
        patients respond differently to statins. About 2-5% of patients are
        discontinued from statin treatment due to adverse experiences
        including hepatocellular toxicity (indicated by elevated serum levels
        of certain liver enzymes), and more rarely, Rhabdomyolysis with acute
        renal failure. In fact, it is recommended that physicians monitor this
        toxicity by performing liver function tests prior to, and at 12 weeks
        following, both the initiation of therapy and any elevation of dose,
        and periodically thereafter. As a recent Time magazine article points
        out, statins may potentially serve as a useful preventative tool to
        reduce the risk of heart disease in the general, healthy population. A
        key impediment for the expansion of the statin market in this way is
        the danger posed by adverse events associated with use of these drugs.
        For example, the long-term effects of hepatocellular injury are not
        clearly understood.

        The Statnome product(s) could help reduce the risk associated with the
        use of statins in the general population. We expect our Statin project
        to result in several "diagnomics" test solutions for routine patient
        pre-screening prior to statin prescription. Based on the prevalence of
        dyslipidemia and hypercholesteremia in the population, such a product
        could enjoy a market in excess of several billion dollars. At present
        we have completed approximately 75% of the screen of the xenobiotic
        genome for the Statnome project.

        Ovanome. We are working on a genomic based diagnostic tool that could
        be used to match ovarian cancer patients with the most suitable form
        and dose of chemotherapy. Currently, cancer patients are treated with
        anti-cancer drugs whose efficacy is known in terms of population
        averages. In reality, individual cancer patients exhibit unpredictable
        and unique responses to virtually all commonly used chemotherapeutic
        compounds. Individual genetic differences have long been suspected to
        play a role in this variable drug response. Because of the complex


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        nature of the genetic and environmental factors involved, however,
        little is currently known about the relationship between genes and
        drug response. For cancer patients, decisions about treatment regimes
        are often fateful, and second chances at treatment are usually not
        successful. A better understanding of the relationship between genes
        and drug response could obviate the current trial and error process of
        chemotherapy treatment and guide physicians and patients toward the
        optimal treatments at the outset of therapy. In early March, we
        announced success with this project at the Society of Gynecological
        Oncologists meeting in Miami, and at the BIO IT World Expo in Boston.
        Although we are only halfway through the xenobiotic genome for this
        project, we have identified several SNP markers whose haploid alleles
        are predictive for non-response to Taxol. These SNP markers will
        comprise a classifier (OVANOME), or predictive genetic test for
        matching Ovarian Cancer patients with the proper first line
        chemotherapy dose and/or treatment. We are using these results as a
        basis for an NIH grant application designed to expand the study and
        address other aspects of performance that will likely be required
        before OVANOME could be used to guide chemotherapy decisions in the
        clinic.

Other Projects

        We are also negotiating agreements with universities and businesses to
apply our proprietary products and resources to other product development
projects.

        In November 2001, NYU's Mary Lea Johnson Richards Organ Transplantation
Center agreed to provide us with informed consent qualified patient specimens
and matching clinical data. We will genetically screen the specimens for markers
and/or marker sets that can be used to distinguish between drug responders and
non-responders. To do this, we will employ proprietary genotyping protocols,
data resources (the PHENOME SNP database) and our informatics platform. The goal
of the project is to identify pharmacogenomic classifiers that could be used to
match renal transplantation patients with the optimal immunosuppressant for
their genetic architecture. We expect the project to take about one year to
complete, and we expect the results to extend to patients for a wide range of
transplantation procedures. The Mary Lea Johnson Richards Organ Transplantation
Center is one of the busiest and most successful transplant programs in the
United States.

        Over the course of 2001, we added three more physicians to our Jacksonville
network. These physicians are collecting DNA and medical data for us so that we
can study variable drug reactions.

In 2001, we also entered into a contract with Pharsight Corp. that will allow us
to accelerate our research and product development. Under the terms of the
agreement, Pharsight will supply us with clinically phenotyped specimens from
patients taking a variety of variably efficacious medications. The relationship
with Pharsight will increase our specimen databank by about 10%, and lays the


                                       10


foundation for other more extensive collaborative efforts between the companies
in the future.

        We now collect specimens using our network of Florida physicians. The
Pharsight arrangement complements these efforts and helps us meet our goal of
having several thousand specimens in our multi-drug consent databank by the end
of 2002. The specimen databank we are compiling is unique in the
pharmacogenomics industry. Rather than collect specimens and clinical data
relevant for a particular drug project, our collection efforts target patient
types. Each specimen in our databank has multi-drug consent, and is clinically
annotated with the patient's drug, clinical and biographical data, spanning an
average of seven years of his or her medical history. The average specimen in
the databank is annotated with numerous combinations of medication and clinical
test result, called "events," and a majority of the specimens have multiple
events for the same drug. It is this depth and breadth that makes our databank
well suited for our effort to genotype every patient at every pharmaco-relevant
marker for the execution of numerous, simultaneous pharmacogenomics projects. We
expect our approach to enable the development of genomics patient-drug
classification products for a fraction of the cost incurred by others in the
industry.

Overview of the Market

        During the past 15 years, the United States has experienced the greatest
surge of biotechnology growth ever, with the emergence of the field of human
genomics. This emergence was precipitated by a joint investment by the Wellcome
Trust and the National Institutes of Health in the Human Genome Project, which
with the help of Celera Genomics, has recently been completed. This presages a
new era of smarter diagnostic tests. In fact, the developing life sciences IT
market is currently $3.5 billion and is projected to grow to over $9 billion by
the end of 2003 (data from IBM life sciences division). Because only one or two
genomics-based diagnostic testing products have yet been developed, we cannot
know the size of the market for them. Nevertheless, we can provide some facts
about the market for non-genomics DNA tests and target markets for
genomics-based products. From this information, one may attempt to extrapolate
to the potential for genomics-based applications.

        o About 2 million people with chronic hypercholesteremia use Statins every
          year. Reports have suggested that Statins can be used by healthy people to
          reduce their likelihood of developing hypercholesteremia, but since these
          drugs cause liver damage in up to 2% of all recipients, the risk to reward
          ratio is unacceptable. With the development of genomics-based diagnostics
          that can identify the incompatible before prescription, it may be possible
          to expand the market for Statins from 2 million to over 200 million.


                                       11


        o Non-genomics based (i.e. STR) DNA testing results are accepted in the
          courts of every state of the union as an irrefutable indicator of
          individual identity.

        o Paternity DNA testing, which uses simple STR analysis, is a $100 million
          industry today. These test results can say nothing about a person's
          physical traits, since they survey the "junk" regions of the human genome.
          The only way to survey the important regions, and draw inferences about
          physical human traits, is through SNP analysis - work that is far more
          difficult to perform and analyze. Of this $100 million, 90% is paid to
          fewer than five companies that currently dominate the paternity market.
          None of these companies possesses genomic analytical tools, and few possess
          expensive high-throughput genotyping instrumentation. Thus, none are
          players in the emerging field of personalized medicine.

        o Unlike STR-based products and services, virtually every person is a
          potential customer for a personalized drug prescription product, and most
          will be potential customers of multiple personalized medical products (one
          for each drug they will be taking).

        o The scope of the SNP profiling market, through the adoption of
          "personalized medicine" could exceed several billion dollars per year by
          the year 2005.

        o All current DNA testing companies focus primarily on paternity analysis or
          other diagnostic services such as blood testing.

        o A consortium of about 10 pharmaceutical companies, along with the US
          government, has invested millions into discovering SNP locations that will
          form the knowledge base for research such as ours. This knowledge database
          is intended to foster growth in the sector by providing data to companies
          free of charge (much like the human genome project, of which this is part).
          This data has been produced with public funding. The SNP database can be
          accessed on the web.

        o Clinical trials cost the pharmaceutical industry over $250 billion
          annually, and drug candidates that fail this process, in part because of a
          lack of SNP cross-examination, cost pharma over half this amount annually.

        o The average paternity case costs a customer $400. We believe that in the
          future, every ordinary patient will have access to a much more valuable
          service (SNP profiling for application to personalized medicine) for less
          than $100, pending the development of analytical tools such as ours that
          enable sense to be made from the data.



                                       12


        o There are currently no companies that actively perform SNP, STR or other
          DNA analysis for personalized medical application. Only two have announced
          plans to offer very simple SNP tests, of limited value for certain drug
          reaction problems.

        o Most people do not realize that DNA profiles can be used to enhance their
          medical safety.

Competition 

        Compared to fields such as telecom or wireless, there is little significant
competition within the pharmacogenomics field. Only about 20 companies in the
world have high-throughput genotyping capabilities (25,000 genotypes per day or
greater). In addition, data analysis represents a significant barrier to
entering the field for many of these companies. In part, this is because
doctoral level mathematicians and geneticists are necessary to build the
information tools necessary to conduct this type of research. Because of the
esoteric nature of the field, high cost of equipment and intellectual property,
and limited personnel, there are only a handful of companies in the world that
are fully devoted to pharmacogenomics. Most of these companies practice SNP
profiling to accelerate gene discovery and product evaluation for pharmaceutical
partners (i.e. studying experimental drugs). In contrast, we focus on drugs with
existing markets, and existing consumer genomics markets.

        To our knowledge, there are only a few other companies whose goals resemble
ours. About ten pharmaceutical companies are engaged in the pharmacogenomic
field (the study of genetic variation through SNP analysis). Few are devoted to
complex trait determination through SNP profiling; most are focused on single
gene disorders and phenotypes.

        Some of the more sophisticated players in the pharmaceutical industry
include Curagen (which has had success with Type II diabetes), Millennium (which
has had success with arteriosclerosis and heart disease), and Warner-Lambert,
GenSet, Parke Davis and Glaxo Wellcome, which have had success with various drug
interactivity traits. There are over 1,000 drugs with adverse events or variable
efficacy in the Physicians Desk Reference. Since a pharmacogenomics drug study
costs millions of dollars, and since most of the handful of companies with
expertise in this field are focused on experimental drugs (not drugs already on
the market and present in the Physicians Desk Reference), we believe that the
competition landscape is favorable.

        Most other current DNA testing facilities focus on paternity determination
using the STR technique. These are LabCorp, the market leader, IdentiGene Corp.,
ReliaGene Corp., LifeCodes Corp., GeneLex Corp., GeneScreen Corp. the Bode
Technology Group and DNA Identification Services. None of these companies
targets their services for other than the paternity market, and none could be


                                       13


considered a research and development or pharmacogenomics company.
Non-commercial leaders in the field of DNA testing include the Armed Forces DNA
Identification Laboratory (AFDIL), the FBI Laboratory and the Lawrence Livermore
National Laboratory.

Intellectual Property

        The following is a list of the Company's intellectual property:

        Trademarks. All common law, state and /or federal rights in the United
States in the following:

                  DNAPrint, U.S. Trademark Serial No 75/924118 Filed 2/22/2001.
                  PHENOME, U.S. Trademark Serial No 75/927,822, Filed 2/25/2001.
                  TRUSPIN, U.S. Trademark Serial No. 75/924,316, Filed 2/22/2001.
                  SNIPDOC, U.S. Trademark Serial No. 75/924,117, Filed 2/22/2001.
                  SNIPSCAN, U.S. Trademark Serial No. 75/924,316, Filed 2/22/2001.

        Copyrights. DNAPrint genomics has initiated efforts to copyright the
PHENOME database.

        Patent Applications.

METHODS AND APPARATUS FOR USE IN PROCESSING GENE SEQUENCE DATA Domestic Serial
No.: 60/252,951

METHODS AND FORMULATIONS FOR DNA SEQUENCING. Domestic Serial No.: 60/171,688

METHODS FOR THE IDENTIFICATION OF GENETIC FEATURES FOR COMPLEX GENETICS
CLASSIFIERS Application No.: 60/338,771

COMPOSITIONS AND METHODS FOR DETECTING POLYMORPHISMS ASSOCIATED WITH
PIGMENTATION Application No.: 60/334,674

A CORRESPONDENCE METHOD FOR CONSTRUCTING COMPLEX GENETICS CLASSIFIERS.
Application No. : 60/338,524.

CLASSIFICATION TREE METHODS FOR CONSTRUCTING COMPLEX GENETICS CLASSIFIERS.
Application No. 60/338,734

LINEAR AND QUADRATIC METHODS FOR CONSTRUCTING COMPLEX GENETIC CLASSIFIERS.
Application no. 60/338,468.


                                       14


A GEOMETRICAL METHOD FOR CONSTRUCTING GENETIC CLASSIFIERS. Application No.
60/337,618.

        We have the rights to license, sell or partner our products exclusively
within the United States and abroad, subject to the terms of an option with
Orchid Biosciences. On October 24, 2001, we signed an Option agreement with
Orchid Biosciences of Princeton NJ, a leader in high-throughput genotyping.
Under the terms of the agreement, Orchid provided us an up-front payment of
$350,000 for the option to negotiate exclusively for a license to co-develop
and/or co-commercialize certain products in the future. The agreement provides
us with a potential distribution channel and applies to products we are
currently developing and will develop in the near future.

Marketing

        Management believes that with more expansive and better marketing
strategies, there are significant opportunities for growth. The number of
individuals concerned about drug use is growing. Baby boomers are proactive
about their health, and recent studies show that most are willing to pay for
genomics-based diagnostic tests that prevent adverse drug reactions - even if
they have to pay out of their own pocket. Interest in genomics, human genetics,
and personalized medicine is growing domestically, as well as internationally,
and was invigorated by the recently completed human genome project.

        Our approach to commercialization of our products is unique. We have
adopted the "partner early and partner often" approach to commercializing our
products, and our relationship with Orchid is an example of this approach in
action. We believe that the marketing of medical products is most economically
and effectively undertaken by those with established product development
infrastructures who have done it many times before. Partnering a product with an
expert organization for market penetration, testing and validation is a smart
way for us to free ourselves of these time and money consuming tasks so that we
can develop new products. In this way, we can increase the number of revenue
generating products in our portfolio at the maximum rate. This is a particularly
good business model for genomics-based diagnostics, which the FDA has not yet
decided how to treat. Partners who agree to commercialize our products are
taking much of the risk associated with the regulatory unknowns out of our
hands.

        Notwithstanding, we may not be able to reach suitable license terms with
partners. If this proves to be the case, our shareholders would be best served
if we hold our discoveries closely and contract out to genetic service providers
to perform the actual testing. Genetic service providers tend to be smaller
companies than platform providers, and as a result, significantly higher royalty
percentages can be obtained. We will attempt to strike a balance between the two
types of license models in order to maximize shareholder value.


                                       14


Pharmacogenomics Market

        The largest potential for growth is in the consumer genomics sector. Drug
compatibility testing may someday be required when such tests exist for a given
drug. Many believe that such testing would be an ethical necessity. This type of
requirement is not likely to develop until the first few tests are brought to
market and publicized. The first few products could cause the market for our
products to expand dramatically. Management expects that with proper marketing
to the medical community, the demand for our products will increase. We plan to
market our products through marketing partners, and see a particularly strong
marketing campaign to target the vast baby boomer market as this population ages
and begins to consume more pharmaceutical products. In addition, because of its
physical proximity to the elderly in Florida, we are engaged in a campaign to
publicize our existence and industry to this target group through word of mouth
and services provided by our part time specimen collector Bob White, PA of
Jacksonville, FL. We will continue to market ourselves to other companies in the
genomics sector through regular presentation at scientific meetings.

Meetings Presented -2001-2002.

        Eighth Annual BioPartnering Europe, London, England October 16-17, 2001. We
were one of only five emerging companies that were invited to present at this
conference. The purpose of the meeting was to bring together less well known
companies and established biopharmaceutical companies to explore opportunities
for mutually beneficial partnerships and collaborations. The conference was
sponsored by Technology Vision Group LLC, (www.biopartnering.com/bpe) and hosted
100 innovative biopharmaceutical and diagnostics companies, and several hundred
more established companies. The meeting involved 416 companies from 22 different
countries, and the conference is the premier European venue for showcasing
innovative biopharmaceutical and diagnostics companies. The theme of the eighth
annual meeting was "Investing in Electronic Research and Development: New
partnerships arising from the convergence of chemistry, biology, computing and
automation." Presentation at the conference was by invitation only, and Emerging
Company Presentation invitations are prestigious. As an Emerging Company
Presenter, Dr. Frudakis presented a Company profile before a captive audience in
the main plenary hall, focusing on the Company's science and technology,
partnering strategy, developmental programs and capabilities, commercialization
plans and product opportunities.

        Genomic Partnering Conference, March 3-4, 2001, San Francisco, California.
This conference, which showcases the emerging companies in the genomics field,
is sponsored by the Cambridge Healthtech Institute (http://www.healthtech.com)
and serves as a forum through which companies engaged in cutting-edge genomics
research can continue to grow through partnership. At the conference, Dr.
Frudakis presented data outlining our geometric modeling approach to genetic
pattern discovery, as well as outline accomplishments related to the


                                       15


construction of DNAPrint's high-resolution SNP and Haplotype maps, software
algorithms and pharmacogenomics knowledge base.

        TIGR's Genome Sequencing and Analysis Conference (GSAC), October 27 2001,
San Diego, California. The GSAC meeting was chaired by J. Craig Venter, Ph.D.,
Celera Genomics, Dennis Hochstrasser, MD, Geneva University Hospital and Yusuke
Nakamura, MD, Ph.D. University of Tokyo, and is perhaps the world's most
recognized and comprehensive genomics conference.

        BioIT World Conference and Expo, March 14, 2002, Boston, Massachusetts.
BioIT was organized by IDG of Framingham, Massachusetts, and served as the
world's primary conference for computational and analytical genomics. Dr.
Frudakis sits on the Advisory Board for the Bio IT World Expo and Conference.

International Sales 

        Solicitation of prospective customers in Canada, South and Central America,
Asia and Europe can result in considerable additional business. Studies indicate
that since these economies are less robust than ours, genetic and
biotechnological research lags behind. As a result, there is a dearth of genetic
data for these world populations, and the generation of optimized
pharmacogenomics products is not possible without this genetic data.
Specifically, allelic frequencies (the prevalence of the "puzzle pieces" that go
into building the classifiers) for these populations need to be documented in
important drug metabolism and target genes if pharmacogenomics products are
going to be developed to serve them. Thus, being the first to conduct research
and development and eventually enter some of these niche markets such as Brazil
or Malaysia with products, would give us a competitive advantage.

        In January of 2001, we established a joint venture with DNAPro of Malaysia.
The agreement establishes DNAPrint genomics (Malaysia) ("DNAP (Malaysia)") to
take advantage of the favorable partnering and funding climate in the
Southeastern Asian market. DNAP (Malaysia) was the first pharmacogenomics
company in the world eligible to apply for Malaysian Ministry of Science,
Technology and Environment grants, which it did. Over the course of the next 6
months, Dr. Frudakis visited both agencies and presented funding proposals. We
then applied for two separate grants from the Malaysian government. We have not
yet received a decision from the Ministry for approximately $10 Million in R&D
support. The MAVCAP Malaysian venture capital organization declined our proposal
in December of 2001. Because Malaysia is a majority Muslim country, it is
possible that the events of September 11 had an impact on our application to
MAVCAP, and it is possible they will also have an impact on our other pending
solicitation.

        Management believes that Malaysia and other countries could provide us
funding because they are eager to catch up with the rest of the biotechnology
world. We intend to pursue this market by preparing grant applications to the
funding agencies of these governments. This represents a model for how we intend


                                       16


to acquire niche genetic data and products; we plan to duplicate this effort to
attract potential partners in various other foreign countries. The marketing
plan is to choose partners in each of these countries that (a) give us a legal
and logical basis to ask their governments for money, and (b) can market the
products that result from our work. These companies should be financially able
to set up and market our products in their countries on an exclusive basis.
Through US partners, we plan to assist in the development of packaging for
diagnostic kits sold within their particular country and cultural biases and
preferences, supply insight in product knowledge and furnish advice on valid
procedures for effective advertising and marketing. We expect to receive
royalties on total sales and intend to enter into mutually agreeable minimum
volume targets.

        We will also consider working with sales representatives abroad and
shipping directly from the United States. We project this only in areas where
foreign governmental regulations, duties, taxes, shipping charges and payment
difficulties do not have a negative impact upon our profits.

Institutional, Governmental, and Direct Business Sales

        We expect our forensic products (i.e. Retinome) to attract interest from
federal law enforcement agencies, state forensic laboratories, penal
institutions, government agencies and private businesses that need anonymous
blood sample phenotypes. Therefore, with a professional and organized program,
we can tap this area for substantial increases in sales. As we develop, we plan
to initiate a multi-faceted approach to attain this business.

        o We plan to establish a network of commissioned marketing partners to
          address this market.

        o We would likely use an advertising program to target these groups through
          magazine ad placement (i.e. Police Chief, Law Enforcement etc.), and
          through presence at forensic meetings. We have already entered into an
          advertising contract with Mark Neuhaus for placing the Retinome trademark
          on his racing cars in Europe

        o We may also use a direct mail program to these groups. Our partners will
          produce and mail offers on a controlled basis.

        o We plan to exhibit at tradeshows and fairs where our products will attract
          interested customers.


                                       17


Strategic Acquisitions

        We are always examining relations and strategic acquisitions of similar and
complementing companies. We will evaluate acquisitions on a per deal basis.
Acquisitions we would be inclined to make would likely focus on commercializing
the classifiers we have already developed, validated and published, or intend to
develop, validate and publish in the near future.

Licensing and Partnering Agreements

        We have entered into an agreement with Orchid Biosciences, Inc. (see
"Marketing"). This Agreement has given us a partner with whom to further develop
and commercialize our genomics properties, as well as a high quality, high
profile genomics partner with advanced techniques, and a marketing program that
covers all facets of product maturation from preliminary lead to FDA-approved
product.

Establishment of Distribution Channels

        The agreement with Orchid give us a potential licensee who may sell and
ship our products to licensed hospital laboratories, licensed contract research
organizations and other licensed users. The advantage of using an affiliate such
as Orchid is that we can capitalize on Orchid's name recognition, market
leadership and personnel. Further, Orchid is an expert in the mechanics of the
construction of mass produced SNP kits. They also have significant market
penetration through the placement of their SNP genotyping platform systems,
which will use these kits. By virtue of the agreement, we have the freedom to
seek other licensees with equivalent or better distribution channels on better
terms than that which we could obtain from Orchid.

Improved Efficiencies

        We are continually involved in making our present program more efficient
and productive through ongoing evaluation of commercialization strategies with
partners. Proper marketing by our partners is vital for us to achieve
pharmacogenomics market share. Advertising methods likely will include
television advertisement on cable health channels, magazine advertisements in
certain target magazines (such as Golf for our Statnome product) etc. Management
believes that our growth will allow us to diversify the users of our products
into large specific targeted demographics. Through our partners, we will use
four main strategies for gaining users: Tertiary Strategic Partnerships, Cross
Promotion, Viral Marketing and Media Advertising.

Market Demographics

        The primary customers of the Company's products will be educated baby
boomers and their parents who are proactive about safeguarding their health.
Many of these people are Internet users who are exposed to many banner ads a


                                       18


day. As the number of Internet users grows from 130 million in 2000 to an
estimated 350 million by 2003, the number of people aware of our mission and
products will increase as well.

        Another factor that will increase the percentage of the population that
uses personalized medicine products is the publication of negative drug reaction
experiences. Incompatible drugs damage patients every day, but little attention
is given to this problem because there is little a physician can do to avoid it.
With the advent of our products, we intend that this will no longer be true, and
publicizing adverse medication response case studies will help form a market for
our products


Item 2. Description of Property.

        We lease our space at 900 Cocoanut Avenue, Sarasota, Florida from Pacific
Atlantic Corporation, a corporation controlled by George Frudakis, the father of
Dr. Frudakis, our Chief Executive Officer. On October 15, 2000, we entered into
a triple net lease for this space, consisting of approximately 4,000 square feet
of laboratory and office space. The lease runs for 10 years at $5,333 per month
plus increases annually based on increases in the Consumer Price Index.


Item 3. Legal Proceedings.

        NONE


Item 4. Submission of Matters to a Vote of Security Holders.

        NONE


                                     PART II


Item 5. Market for Common Equity and Related Stockholder Matters.

        Our common stock is quoted on the OTC Bulletin Board. Set forth below is
a table summarizing the high and low bid quotations for our common stock during
its last two fiscal years.



                                       19


Summary Of Quarterly High & Low Price Of Common Stock: 2000-2001


    QUARTER                      HIGH BID                LOW BID

1st Quarter 2000                   0.09                    0.02
2nd Quarter 2000                   0.07                    0.02
3rd Quarter 2000                   0.375                   0.04
4th Quarter 2000                   0.27                    0.102
1st Quarter 2001                   0.19                    0.09
2nd Quarter 2001                   0.15                    0.056
3rd Quarter 2001                   0.095                   0.034
4th Quarter 2001                   0.132                   0.043


        The above table is based on Over-The-Counter quotations. These quotations
reflect inter-dealer prices, without retail mark-up, markdown or commissions,
and may not represent actual transaction. All historical data was obtained from
the OTCBB web site.

        As of March 18, 2002, there were 778 owners of record of our common stock.

        We have never paid any cash dividends. The payment of dividends, if any, in
the future is within the discretion of our Board of Directors, and will depend
upon our earnings, capital requirements and financial condition, and other
relevant factors. Management does not expect to declare dividends in the
foreseeable future.

Sales of Unregistered Securities

        In the fourth quarter of 2001, we sold 2,040,000 shares of common stock for
$102,000 cash. We issued the stock to a small number of accredited investors in
a transaction we believe was exempt from registration under Rule 506 promulgated
under the Securities Act of 1933. The offering was not underwritten.

        In the fourth quarter of 2001, we issued 800,000 shares of common stock
for $40,000 in services. We issued the stock to a small number of accredited
investors in a transaction that we believe was exempt from registration under
Rule 506 promulgated under the Securities Act of 1933. The offering was not
underwritten.

        In the fourth quarter of 2001, we sold 4,466,780 shares of common stock for
$223,339 cash. We issued the stock to a small number of accredited investors in
a transaction that we believe was exempt from registration under Rule 506
promulgated under the Securities Act of 1933. The offering was not underwritten.



                                       20


        In the year 2001, we converted $213,916 of liabilities into 10,695,768
shares of common stock at $.02 per share, rather than the $249,471 of
liabilities and 12,473,543 shares previously reported. We issued the stock in
payment of liabilities arising from bankruptcy settlements. The stock was issued
to a small number of accredited or sophisticated investors in a transaction that
we believe was exempt from registration under Rule 506 promulgated under the
Securities Act of 1933.


Item 6. Management's Discussion and Analysis or Plan of Operation.

        The following discussion should be read in conjunction with the financial
data appearing elsewhere in this report.

Critical Accounting Policies

        Our critical accounting policies, including the assumptions and judgments
underlying them, are disclosed in the Notes to the Financial Statements. We have
consistently applied these policies in all material respects. At this stage of
our development, these policies primarily address matters of expense
recognition. Although we anticipate that revenue recognition issues will become
critical in future years, the small amount of revenue that we have earned at
this stage minimizes the impact of any judgments regarding revenue recognition.
Management does not believe that our operations to date have involved
uncertainty of accounting treatment, subjective judgment, or estimates, to any
significant degree.

Results of Operations

        Although the Company has been in existence for a number of years,
management's efforts to develop our business have not yet resulted in generation
of significant revenues. To date, management's efforts have focused on
developing licensing relationships and promoting and conducting research and
development to demonstrate the feasibility and efficacy of our products. Until
we convince potential customers of the viability of our technology, it is
unlikely that we will generate significant revenue. The following discussion of
our historical financial results should be read against that background.

Year ended December 31, 2001 vs. year ended December 31, 2000

        In general, our results of operations for calendar year 2001 differed
significantly from our results of operations for calendar year 2000 because we
operated for the entire year in 2001, whereas our operations for 2000 consisted
of only 5 months.

        At this stage of our development, our revenues are minimal and consist
primarily of sales of products incidental to research activities. For the year
ended December 31, 2001, revenues decreased from $33,236 in 2000 to $14,839, a


                                       21


decrease of $18,397, or 55%. The decrease was a result of a change in focus to
almost pure research from incidental genomics sales. For the same period, cost
of sales increased from $4,039 in 2000 to $5,914, an increase of 32%, resulting
in a decreased gross profit margin of 59%, as compared to 88% for 2000.
Management believes that a change in product mix caused the decrease in margin.
Nevertheless, because of the small sales volume and its dependence on the type
of testing conducted in a particular period, these results are not indicative of
the margins that we expect to attain if our long-term goals are achieved.

        In 2001, the largest component of the Company's operating expenses was
research and development, which consists of laboratory supplies, equipment
rental, facilities and employment-related costs. These costs increased from
$338,837 in 2000 to $1,873,478 in 2001, an increase of $1,534,641, or 452 %. The
substantial increase in research and development results from the completion of
our software development and infrastructure building, which enabled us to begin
our research activities in earnest.

        Another significant component of our operating expenses is general and
administrative. These expenses resulted from (i) accounting and other fees
associated with preparing the audited financial statements and other regulatory
compliance activities, (ii) legal fees associated with our patent and
immigration activities and its preparation of securities law filings, and (iii)
administrative and other salaries and expenses.

        Other income from the right of first refusal agreement with Orchid
Biosciences, Inc., ("Orchid") was $350,000 in 2000. This agreement grants Orchid
the right, in the event we decide to sell any technologies developed from
certain equipment and supplies, to match the price of another purchaser so they
can acquire such technology. We do not anticipate a recurrence of this
arrangement in the future.

Future Periods

        Management expects that personnel costs will continue to increase
substantially in 2002, and they may also increase in future years as we expand
our research efforts. Most of our other operating expenses are expected to grow
with time and expansion. We will increase consumable expenses due to a ramp-up
in our data production capabilities. We will also require testing to establish
the efficacy of our products as current research and development matures and as
our products are exposed to the marketplace through the efforts of our
licensees. Management expects to see the results of these efforts beginning in
2003.

Liquidity and Capital Resources

General


                                       22



        Our operating requirements used $1,565,452 of cash in 2001 as we continued
to engage in testing and development of our products. We also invested in
equipment of approximately $145,540 in 2001. We financed the resulting cash
shortfall primarily through related party advances, proceeds from stock
issuances, and the collection of stock subscriptions.

        Based upon our current plans, we anticipate that we will need to seek
additional financing. We are pursuing license agreements with entities for the
distribution of our products. Pursuit of licensing relationships is in its early
stages, however, and it is difficult to predict what revenue stream, if any,
those relationships will generate. We do not expect our revenue stream to be
sufficient to cover costs of operations in the immediate future. We expect that
we will continue to be required to raise capital to fund operations at least
through the fourth quarter of 2002. We expect to engage in one or more private
placements of common stock to fund our operating needs.

        We have also signed a contract with Genomed, Inc. that should provide us
$3.2 million in research and testing revenue over the next two years. We believe
that we will generate approximately $1 million in gross profit from this
arrangement, which should reduce our capital requirements accordingly. We have
engaged in discussions with several parties who have committed to assist us in a
private offering. Management is confident that private equity financing will be
available to fund it until revenues from operations are sufficient to fund
operations.

Capital Expenditures

        At present management does not anticipate a need to make significant
capital expenditures in the coming year.

Staffing

        We plan to increase our work force. Currently, we have fourteen full-time
employees. We plan to add three research scientists to continue developing our
products. Upon development of the products, our marketing plan does not call for
building a sales force to sell to end-users. Rather, we intend to license the
technology to market segment leaders with existing sales forces. We will train
our partners' sales forces to sell our products and to provide technical
assistance. We also intend to add personnel in the accounting, administrative
and investor relations areas. Management expects to add at least four employees
during 2002. We expect the cost of these additional employees to be in excess of
$200,000 in 2002.


Item 7. Financial Statements.


                             DNAPrint genomics, Inc.
                        (A Development Stage Enterprise)

                   Consolidated Financial Statements as of and
                   for various periods ended December 31, 2001
                    and 2000 and Independent Auditors' Report



                                       23







                             DNAPrint genomics, Inc.
                        (A Development Stage Enterprise)

                                TABLE OF CONTENTS


________________________________________________________________________________


                                                                       Page

Independent Auditors' Report                                            25

Consolidated Financial Statements:

  Consolidated Balance Sheet as of December 31, 2001                    26

  Consolidated Statements of Operations for the years ended
  December 31, 2001 and 2000, and for the period
  December 10, 1998 (date of inception) to December 31, 2001            27

  Consolidated Statements of Stockholders' Equity for the years ended
  December 31, 2001 and 2000                                            28

  Consolidated Statements of Cash Flows for the years ended December
  31, 2001 and 2000 and for the period December 10, 1998
  (date of inception) to December 31, 2001                              29

  Notes to Financial Statements                                         31


________________________________________________________________________________


                                       24





INDEPENDENT AUDITORS' REPORT

To the Board of Directors and stockholders of DNAPrint genomics, Inc. and Subsidiary:

We have audited the accompanying consolidated balance sheet of DNAPrint
genomics, Inc. and subsidiary (collectively the "Company"), a development stage
enterprise, as of December 31, 2001, and the related consolidated statements of
operations, stockholders' equity and cash flows for the year 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 audit. The consolidated financial statements of the Company, as of and for
the year ended December 31, 2000 and for the period December 10,1998 to (date of
inception) December 31, 2000, were audited by other auditors whose report, dated
March 27, 2001, on those statements included an explanatory paragraph that
raised substantial doubt about the Company's ability to continue as a going
concern.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit 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 audit provides a
reasonable basis for our opinion.

In our opinion, the 2001 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the Company
as of December 31, 2001, and the results of its operations and cash flows for
the year then ended, in conformity with accounting principles generally accepted
in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Notes A and B
to the consolidated financial statements, the Company is in the development
stage, has recurring losses from operations, a net accumulated deficit, and
requirements for a significant amount of capital financing to proceed with its
business plan. These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note B. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

                          Kingery, Crouse & Hohl, P.A.

April 3, 2002
Tampa, FL



                                       25




                             DNAPrint genomics, Inc.
                        (A Development Stage Enterprise)

               CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2001
________________________________________________________________________________

ASSETS

CURRENT ASSETS:
Cash and cash equivalents                                      $     42,992
Due from affiliate                                                   50,815
Prepaid expenses                                                     23,577 
      Total current assets                                          117,384

PROPERTY AND EQUIPMENT (net of accumulated
    depreciation and amortization of  $178,769)                     814,852

OTHER ASSETS                                                          5,000 

TOTAL                                                          $    937,236
                                                               =============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and other liabilities                         $    186,503
Accrued payroll and payroll taxes                                    54,775
Current portion of capital lease obligation                         110,870 
      Total current liabilities                                     352,148

CAPITAL LEASE OBLIGATION, net of current portion                    100,541 
      Total liabilities                                             452,689 


STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value, 10,000,000 shares
   authorized; -0- shares issued and outstanding                          -
Common stock, $.01 par value, 500,000,000 shares
   authorized; 429,287,374 shares issued and outstanding          4,292,874
Additional paid-in capital                                        9,877,369
Deferred stock compensation                                        (534,020)
Deficit incurred prior to development stage                      (7,427,422)
Deficit accumulated during the development stage                 (5,724,254)
      Total stockholders' equity                                    484,547 
TOTAL                                                          $    937,236
                                                               =============
________________________________________________________________________________

See notes to consolidated financial statements.


                                       26



                             DNAPrint genomics, Inc.
                        (A Development Stage Enterprise)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

_____________________________________________________________________________________________________

                                                                                    For the Period
                                                For the Year     For the Year      December 10, 1998
                                              Ended December    Ended December   (date of inception) to
                                                  31, 2001          31, 2000       December 31, 2001

SALES                                         $    14,389       $      33,236         $     86,387

COST OF SALES                                       5,914               4,039               99,671 

GROSS PROFIT (DEFICIT)                              8,475              29,197              (13,284)

OTHER OPERATING EXPENSES:
Research and development                        1,873,478             338,837            2,234,848
General and administrative                        686,648             232,149            1,461,495 
   Total other operating expenses               2,560,126             570,986            3,696,343 

LOSS FROM OPERATIONS                           (2,551,651)           (541,789)          (3,709,627)

OTHER INCOME (EXPENSE):
Sale of option to Orchid Biosciences                    -             350,000              353,090
Loss on disposal of investments                   (11,772)                  -             (349,006)
Interest expense                                  (30,483)                  -              (30,483)
     Total other income (expense) - net           (42,255)            350,000              (26,399)

NET LOSS                                      $(2,593,906)      $    (191,789)        $ (3,736,026)
                                              ============      ==============        =============

NET LOSS PER SHARE  - Basic and
     Diluted                                  $     (.006)      $       (.001)
                                              ============      ==============

SHARES USED IN COMPUTING NET
   LOSS PER SHARE - Basic and Diluted         400,775,200         381,173,589
                                              =============     ==============

_____________________________________________________________________________________________________


See notes to consolidated financial statements.


                                       27




                             DNAPrint genomics, Inc.
                        (A Development Stage Enterprise)

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

_______________________________________________________________________________________________________________________________________________________

                                                                                                      Deficit      Deficit
                                                                                                      incurred   accumulated  Accumulated
                                                          Additional     Stock        Deferred         prior      during the     Other
                                    Common Stock           Paid-In    Subscriptions    Stock        development  development  Comprehensive
                                Shares       Amount        Capital     Receivable   Compensation       stage        stage        Income        Total

BALANCES DECEMBER 31, 1999     346,400,98  $ 3,464,010   $ 5,744,861  $ (1,000,000)  $        -    $(7,427,422)   $ (950,331)  $ 222,443   $    53,561

Common stock issuances:
  For advertising and marketing
    services at $.02            8,000,000       80,000        80,000                                                                           160,000
  For acquisition of land at
    $.066 per share            30,000,000      300,000     1,700,000                                                                         2,000,000

Unrealized loss on securities           -            -             -             -            -              -                  (197,298)     (197,298)

Recovery of subscription
receivables                             -            -             -       539,500            -              -                         -       539,500

Deferred stock compensation
related to stock option grants          -            -       731,450             -     (731,450)             -                         -             -

Dividend paid in common stock
of Heroes, Inc.                         -            -             -             -            -              -    (1,988,228)          -    (1,988,228)

Net loss for the year ended
December 31, 2000                       -            -             -             -            -              -      (191,789)          -      (191,789)

BALANCES, DECEMBER 31, 2000   384,400,986    3,844,010     8,256,311      (460,500)    (731,450)    (7,427,422)   (3,130,348)     25,145       375,746

Common stock issuances:
  Via 506 Private Placement
    at $.05 per share          14,324,000      143,240       572,960             -            -              -                         -       716,200
  For consulting services at
    $.05 per share                800,000        8,000        32,000             -            -              -                         -        40,000
  Through funding agreement
    with TBFI at $.05 per share 7,816,620       78,166       312,665             -            -              -                         -       390,831
  From exercise of nonqualified
    stock options at $.05 per
    share                      11,250,000      112,500       574,375             -            -              -                         -       686,875
  For bankruptcy settlements
    at $.02 per share          10,695,768      106,958       106,958             -            -              -                         -       213,916

Loss on investment                     -             -             -             -            -              -                   (25,145)      (25,145)

Recovery of subscription
receivables                            -             -             -       460,500            -              -                         -       460,500

Deferred stock compensation
related to stock option grants         -             -        22,100             -      (22,100)             -                         -             -

Amortization of deferred
stock compensation                     -             -             -             -      219,530              -                         -       219,530

Net loss for the year ended
December   31, 2001                    -             -             -             -            -              -    (2,593,906)          -    (2,593,906)

BALANCES, DECEMBER 31, 2001   429,287,37   $ 4,292,874   $ 9,877,369     $       -   $ (534,020)  $ (7,427,422)  $(5,724,254)  $       -   $   484,547
                              ===========  ===========   ===========     ==========  ===========  =============  ============  ==========  ============
_______________________________________________________________________________________________________________________________________________________

See notes to consolidated financial statements.

                                       28



                             DNAPrint genomics, Inc.
                        (A Development Stage Enterprise)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

_____________________________________________________________________________________________________________________

                                                                                                     For the Period
                                                                                                    December 10, 1998
                                                           For the Year Ended   For the Year Ended       (Date of
                                                              December 31,         December 31,       Inception) to
                                                                  2001                2000          December 31, 2001
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net loss                                              $  (2,593,906)     $   (191,789)         $ (3,736,026)
       Adjustments to reconcile net loss to net cash
             (used in) provided by operating activities:
       Depreciation and amortization                               153,285            27,845               184,131
       Loss on disposal of investments                              11,772                 -                11,772
       Amortization of deferred stock compensation                 219,530                 -               219,530
       Common stock issued for reorganization/court order                -                 -               343,000
       Common stock issued for services                            421,415           160,000               581,415
       Common stock issued for bankruptcy settlement                28,080                 -                28,080
       Decrease in receivables                                         500             6,554               325,691
       Increase in prepaid expenses                                (23,577)                -               (23,577)
       Increase in other assets                                     (5,000)                -                (5,000)
       Increase in accounts payable and other liabilities          167,674            21,850               319,262
       Increase in accrued payroll and payroll taxes                54,775                 -                54,775 
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES             (1,565,452)           24,460            (1,696,947)

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of property and equipment                          (145,540)         (599,370)             (744,910)
     Net bankruptcy adjustment                                           -                 -               511,274 
NET CASH USED IN INVESTING ACTIVITES                              (145,540)         (599,370)             (233,636)

CASH FLOWS FROM FINANCING ACTIVITIES:
      Advances from Tampa Bay Financial, net                       286,151            47,615               333,766
      Proceeds from issuance of common stock                     1,190,950                 -             1,190,950
      Repayment of notes payable                                         -                 -              (350,800)
      Collections from stock subscriptions                         297,460           539,500               836,960
      Principal payments on capital lease obligation               (37,301)                -               (37,301)
NET CASH PROVIDED BY FINANCING ACTIVITES                         1,737,260           587,115             1,973,575 

NET INCREASE IN CASH AND CASH EQUIVALENTS                           26,268            12,205                42,992

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                      16,724             4,519                     - 

CASH AND CASH EQUIVALENTS, END OF PERIOD                     $      42,992      $     16,724          $     42,992
                                                             ==============     =============         =============



                                       29




(Continued)


                                                                                                     For the Period
                                                                                                    December 10, 1998
                                                           For the Year Ended   For the Year Ended       (Date of
                                                              December 31,         December 31,       Inception) to
                                                                  2001                2000          December 31, 2001

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Interest paid                                             $      30,483      $          -          $     30,483
                                                             ==============     =============         =============

   Income taxes paid                                         $           -      $          -          $          -
                                                             ==============     =============         =============

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
  ACTIVITIES:

Stock subscription receivable arising from acquisition of
   DNAPrint genomics, Inc. (Florida)                         $           -      $  1,000,000          $  1,000,000
                                                             ==============     =============         =============

Unrealized loss on long-term investments                     $     (25,145)     $   (197,298)         $   (222,443)
                                                             ==============     =============         =============

Common stock issued for land subsequently swapped for
   investment in Heroes, Inc                                 $           -      $  2,000,000          $  2,000,000
                                                             ==============     =============         =============

Dividend paid in stock of Heroes, Inc.                       $           -      $ (1,988,228)         $ (1,988,228)
                                                             ==============     =============         =============

Common stock issued for reorganization /court order arising
   from conversion of claim to stock                         $           -      $          -          $ (2,905,500)
                                                             ==============     =============         =============

Conversion of Tampa Bay Financial advances to stock          $     453,331      $          -          $    453,331
                                                             ==============     =============         =============

Equipment leased under capital lease                         $     248,712      $          -          $    248,712
                                                             ==============     =============         =============

Deferred compensation on grants of stock options             $      22,100      $    731,450          $    753,550
                                                             ==============     =============         =============


_____________________________________________________________________________________________________________________

See notes to consolidated financial statements.



                                       30





                             DNAPrint genomics, Inc.
                        (A Development Stage Enterprise)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations 

DNAPrint genomics, Inc., which was organized for the purpose of investing in all
forms of investments ("DNAP Utah") was initially incorporated under the laws of
the State of Utah on January 3, 1983 as Lexington Energy, Inc, and subsequently
changed its focus to human genome sciences. In connection with this change in
focus, on July 15, 2000, DNAP Utah acquired DNAPrint genomics, Inc. a Florida
corporation ("DNAP Florida") through the issuance of 192,000,000 shares of its
common stock. DNAP Florida specializes in the construction of electronic
facilities to assist scientists in researching and assembling data from the
human genome and other advances in genetics research. As a result of this
acquisition, the accompanying consolidated financial statements include the
accounts of DNAP Utah and its active subsidiary, DNAP Florida (collectively
referred to as "we", "us", "our"). All significant intercompany accounts and
balances have been eliminated in consolidation

The acquisition was accounted for as a pooling of interests because DNAP Utah
and DNAP Florida were considered to be under common control. DNAP Florida's
principal assets included certain genomics equipment and a stock subscription
receivable of $1,000,000 from Tampa Bay Financial, Inc (and/or its affiliates)
("TBFI").

On December 10, 1998, one of our predecessors, Catalyst Communications, Inc,
filed a petition for relief under Chapter 11 of the federal bankruptcy laws of
the United States Bankruptcy Court for the Middle District of Florida, Tampa
Division (Case No. 98-21641-8P1). We emerged from Chapter 11 on June 7, 2000 and
accordingly were no longer under the protection of the bankruptcy court as of
such date. Because holders of our existing voting shares immediately before
confirmation received more than 50% of the voting shares of the reorganized
equity, we did not qualify for fresh start accounting under SOP 90-7.

On October 19, 2000, we merged with S.D.E. Holdings 1, Inc., an unrelated Nevada
company. S.D.E. Holdings, Inc., was a reporting company under Section 12 (g) of
the Securities Exchange Act of 1934. The purpose of the merger was to allow us
to file a 211 application with the National Association of Securities Dealers,
Inc., as a successor reporting company to become listed on the NASD OTC Bulletin
Board. S.D.E. Holdings had no substantive assets, liabilities, revenues or
expenses since its inception, and all equity of S.D.E. Holdings, 1, Inc. was
cancelled as part of the transaction. As consideration, we paid the principals
of S.D.E. Holdings 1, Inc. $150,000, which amount included the legal expenses to
administer the transaction.


                                       31


Because we have not yet generated significant revenues and/or commenced our
planned principal operations we are considered to be in the development stage as
defined in Financial Accounting Standards Board Statement No. 7. Accordingly,
some of our accounting policies and procedures have not yet been established.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires us 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. The reported amounts of revenues and expenses during the reporting
period may be affected by the estimates and assumptions we are required to make.
Actual results could differ from our estimates.

Financial Instruments

We believe the book values of our current assets and liabilities approximates
their fair values due to their short-term nature. We also believe the book value
of our capital lease obligation approximates its fair value as the interest rate
on the obligation approximates the rate at which similar types of borrowing
arrangements could be currently obtained.

Concentrations of Credit Risk

Financial instruments, which potentially subject us to significant
concentrations of credit risk consist primarily of cash and cash equivalents. We
maintain all of our cash and cash equivalents in deposit accounts with one high
quality financial institution, which deposit accounts at times may exceed federally
insured limits. We have not experienced any losses in such accounts.

Property and Equipment

Property and equipment are stated at cost. Major additions are capitalized,
while minor additions and maintenance and repairs, which do not extend the
useful life of an asset, are expensed as incurred. Depreciation is provided
primarily using the straight-line method over the assets' estimated useful lives
of five to ten years.

Long Lived Assets

We periodically review our long-lived assets for indications of impairment. If
the value of an asset is considered impaired, an impairment loss is recognized.
At December 31, 2001 we believe all of our long-lived assets are recoverable.

Income Taxes

We compute income taxes in accordance with Financial Accounting Standards
Statement No. 109 "Accounting for Income Taxes" ("SFAS 109"). Under SFAS 109,
deferred taxes are recognized for the tax consequences of temporary differences
by applying enacted statutory rates applicable to future years to differences
between the financial statement carrying amounts and the tax basis of existing


                                       32


assets and liabilities. Also, the effect on deferred taxes of a change in tax
rates is recognized in income in the period that included the enactment date.
Temporary differences arise primarily from employee stock options which are not
deductible for income tax purposes until they are exercised.

Statement of Cash Flows

For purposes of the statement of cash flows, we consider all highly liquid
investments purchased with an original maturity of three months or less to be
cash equivalents.

Advertising

We expense advertising costs as they are incurred.

Comprehensive Income

We have adopted Financial Accounting Standards Statement No. 130 "Reporting
Comprehensive Income ("SFAS 130") which establishes rules for the reporting of
comprehensive income and its components within the financial statements. For
purposes of our consolidated financial statements, such components consisted
primarily of unrealized gains and losses on marketable equity securities, which
securities were determined to be worthless in 2001.

Reclassifications

Certain amounts in the 2000 consolidated financial statements have been
reclassified to conform with the current year presentation.

Net Loss Per Common Share

We compute loss per share in accordance with Financial Accounting Standards
Statement No. 128 "Earnings per Share" ("SFAS 128") and SEC Staff Accounting
Bulletin No. 98 ("SAB 98"). Under the provisions of SFAS No. 128 and SAB 98,
basic net loss per share is computed by dividing the net loss available to
common stockholders by the weighted average number of common shares outstanding
during the period. Diluted net loss per share is computed by dividing the net
loss for the period by the weighted average number of common and common
equivalent shares outstanding during the period. Common equivalent shares
outstanding as of December 31, 2001 and 2000, which consist of employee stock
options, have been excluded from diluted net loss per common share calculations
because they are anti-dilutive. Accordingly, basic and diluted net loss per
share are identical as of December 31, 2001 and 2000.

NOTE B - GOING CONCERN

Our consolidated financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a going
concern, which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. We have incurred losses since our
inception, and have experienced and continue to experience negative operating
margins and negative cash flows from operations. In addition, we continue to
have ongoing requirements for substantial additional capital investment to
accomplish our business plan over the next several years. Over the past 2 years,


                                       33


our growth has been funded through private equity. We expect to seek additional
funding through private or public equity, as well as pursuing licensing
agreements. In connection with this matter, in February 2002, we entered into a
$2,000,000 funding agreement with 4 investors; 2 of whom were shareholders of
our Company at December 31, 2001 (See Note H). In addition, we have completed
laboratory facilities to run scientific tests which we believe will begin to
generate operating revenues. However, there can be no assurance as to the ultimate
success or timing of these matters. These factors, among others, indicate that we
may be unable to continue as a going concern for a reasonable period of time.

Our financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should we be unable to
continue as a going concern.

NOTE C - PROPERTY AND EQUIPMENT - NET

Property and equipment consists of the following at December 31, 2001 and 2000:

                                                        2001          2000

Leased equipment under capital lease                $  248,712     $       -
Other equipment                                        582,867       610,732
Leasehold improvements                                 162,042             - 
Subtotal                                               993,621       610,732

Less accumulated depreciation and amortization        (178,769)      (36,845)

Property and equipment - net                        $  814,852     $ 573,887
                                                    ===========    ==========

NOTE D - INCOME TAXES

We recognized losses for both financial and tax reporting purposes during each
of the periods in the accompanying statements of operations. Accordingly, no
provision for income taxes and/or deferred income taxes payable have been
provided for in the accompanying financial statements.

Since our acquisition of DNAP Florida, we have incurred net operating losses for
income tax purposes of approximately $2,600,000. These net operating loss
carryforwards expire in various years through the year ended December 31, 2021,
however because we have experienced changes in control and have incurred
significant operating losses, utilization of the income tax loss carryforward is
not assured. As a result, the non-current deferred income tax asset arising from
these net operating loss carryforwards and from temporary differences related to
non deductible stock based compensation are not recorded in the accompanying
balance sheets because we established a valuation allowance to fully reserve
such assets as their realization did not meet the required asset recognition
standard established by SFAS 109.

In addition to the above, we also incurred significant net operating losses
prior to our acquisition of DNAP Florida. However, because of our bankruptcy
proceedings, changes in control, and various other matters the availability of
these losses to offset future taxable income is so uncertain that no deferred income
tax asset has been recorded.

The provision for income taxes for the years ended December 31, 2001 and 2000 is
made up of the following:

                                                   2001             2000    
Current                                        $         -      $         -
Deferred                                           817,000           72,500
Change in valuation reserve                       (817,000)         (72,500)

Provision for income taxes                     $         -      $         -
                                               ============     ============

At December 31, 2001 we had no deferred tax liabilities and our non-current
deferred income tax asset consisted of the following:

Deferred  income tax asset- noncurrent:
Operating loss carryforward                    $   975,000
Employee stock options                              83,000
Valuation reserve                               (1,058,000)

Deferred income tax asset - noncurrent         $         -
                                               ============

NOTE E - EQUITY TRANSACTIONS

Common Stock

On October 1, 1999, Tampa Bay Financial Holdings, Inc., acquired the largest
claim in our bankruptcy (totaling in excess of $2,500,000) for $1,200,000, and as
part of the bankruptcy agreed to convert the claim to 125,000,000 shares of our
common stock.

In June 2001, TBFI agreed to purchase up to a maximum of 40,000,000 shares of
our common stock (restricted) during the period July 2001 - July 2002. During
2001 TBFI purchased 7,816,620 shares of stock under this agreement for $286,151.
This agreement was terminated in 2002, at which time TBFI agreed to convert the
advances due to us to a non-interest bearing promissory note in the amount of
$1,046,234, due February 2005. The note allows TBFI to purchase the stock they
would have otherwise obtained under this agreement over a 3 year period, and may
be satisfied the issuance of our restricted common stock at $.05 per share.

In January 2000, we issued 8,000,000 restricted common shares to an unrelated
party as an inducement to enter into a contract to provide advertising,
marketing, and consulting services (in connection with a hotel development). In
2000 we abandoned the project and expensed the consideration based on the
trading price of $.02 per share at the time of the transaction.


                                       35


On January 31, 2000 we acquired a 17-acre tract of undeveloped land in Apex,
North Carolina (from an unrelated party) for 30,000,000 shares of our common
stock (restricted). Because we desired to focus more closely on our genomics
related projects, we subsequently sold the land to Heroes, Inc. a start up
Nevada Public Corporation in the internet-based education business, for
4,500,000 shares of their restricted common stock , and in October 2000
distributed 4,473,512 of these shares to our shareholders.

During 2001 we entered into an agreement with a consultant to provide assistance
in developing commercial markets for our products. Compensation for these
services is provided through options to purchase either 20,000,000 shares of our
common stock at $.05 per share, or $1,000,000 dollars, whichever produces
greater benefit to us. In 2001, the consultant paid $537,250 to exercise
11,250,000 shares. Because these shares had a market price of $686,875 at the
time of exercise, the difference between the price paid and the market price
of the shares has been recorded as compensation expense in the accompanying financial
statements.

Employee Stock Options and Awards

We have a stock option plan that provides for the granting of stock options and
awards to officers and employees. The objectives of this plan include attracting
and retaining the best personnel, providing for additional performance
incentives, and promoting our success by providing employees the opportunity to
acquire common stock. We are authorized to grant options for up to 49,500,000
common shares, of which 10,850,000 have been granted as of December 31, 2001.
Options were granted at exercise prices from $ .006 - $ .02 per share (or
approximately 40 % of the market price of our stock) on the dates of the grants.
These options expire in 2012 and vest 25% per year for four years.

The status of our stock options are summarized below:

                                                            Weighted
                                            Number of        Average
                                             Shares       Exercise Price
Outstanding at December 31, 1999                    -      $        -
Granted                                     9,550,000           0.007
Exercised                                           -               -
Canceled                                            -               -
Outstanding at December 31, 2000            9,550,000           0.007

Granted                                     1,300,000           0.020
Exercised                                           -               -
Canceled                                            -               -
Outstanding at December 31, 2001           10,850,000      $    0.008
                                           ==========      ==========

Options exercisable at:
December 31, 2001                           2,387,500      $     .007
December 31, 2002                           2,712,500            .008
December 31, 2003                           2,712,500            .008


                                       36


December 31, 2004                           2,712,500            .008
December 31, 2005                             325,000            .020

Outstanding at December 31, 2001           10,850,000      $    0.008
                                           ==========      ==========

We account for our stock-based compensation using the intrinsic value method
prescribed by Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees". With respect to stock options granted during 2001 and
2000, we recorded deferred stock compensation of $22,100 and $731,450,
respectively, for the differences between the exercise prices and the fair values
of the common stock underlying the options on the dates of the grants. These
amounts are being amortized consistent with the method described in FASB
Interpretation No. 28 over the vesting period of the options of 48 months.

In addition to the above, we have an agreement to award 30,000,000 shares to our
president when certain performance measures are met. At December 31, 2001 these
performance measures have not yet been met, and the shares have not yet been
awarded. As such, this award is not included in our calculations of deferred
compensation.

Had our compensation expense for stock-based compensation plans been determined
based upon fair values at the grant dates for awards under this plan in
accordance with SFAS No. 123, "Accounting for Stock-Based Compensation," our net
loss and proforma loss per share amounts would have increased as follows:

                                              2001            2000
Net loss:
As reported                                $2,593,906      $  191,789
                                           ==========      ==========
Pro forma                                  $2,628,906      $  191,789
                                           ==========      ==========
Loss per share:
As reported                                $     .006      $     .001
                                           ==========      ==========
Pro forma                                  $     .007      $     .001
                                           ==========      ==========

The weighted average fair value of options granted during 2001 and 2000,
estimated on the date of grant using the Black-Scholes option-pricing model, was
approximately $.08. The fair value of options granted was estimated on the dates
of the grants using the following approximate assumptions: dividend yield of 0%,
expected volatility of 97%, risk-free interest rate of 4%, and an expected
life of 4 years.

NOTE F - OTHER COMMITMENTS

Operating leases

We rent our operating facility from Pacific Atlantic Corporation, a related
entity controlled by one of our shareholders under a ten-year operating lease
agreement requiring monthly rent of approximately $5,300 (plus related sales
taxes and adjusted for annual increases in in the Consumer Price Index). In
addition, during the years ended December 31, 2001 and 2000, we paid this entity
approximately $121,400 and $34,000, respectively for leasehold improvements
completed in 2001.


                                       37


We also lease certain equipment under a lease executed in September 1999 with a
lease term of 48 months and monthly lease payments of $1,988 (plus sales taxes).
There is a fair market value purchase option at the end of the lease term.

Future minimum lease payments under these leases are approximately as follows:

Years Ending
December 31,                                             Amounts 

   2002                                                $   93,300
   2003                                                    82,800
   2004                                                    68,100
   2005                                                    68,100
   2006                                                    68,100
   Thereafter                                             243,800

  Total                                                $  624,200
                                                       ==========

Rent expense under all operating leases approximated $97,300 and $55,500,
respectively for the years ended December 31, 2001 and 2000.

Capital Lease Obligation

In May 2001, we entered into a capital lease agreement for instrumentation. The
lease has a term of 24 months and an effective interest rate of approximately
13%. Future minimum lease payments are approximately as follows:

Years Ending
December 31,                                             Amounts 

   2002                                                $  129,350
   2003                                                   105,800
   Total minimum lease payments                           235,150
   Less amount representing interest                       23,740
   Present value of future minimum lease payments         211,410
   Less current maturities                                110,870

   Capital lease obligation- net of current
       maturities                                      $  100,540
                                                       ==========

Supply and License Agreement

During 2000, we signed a supply and license agreement with Orchid Biosciences
("Orchid"), under which we were required to purchase $140,000 of "genotype kits" and
pay a 15% royalty to Orchid for compensation from the sale or license of any
discoveries found from the use of these supplies, not subject to the option discussed
below. At December 31, 2001 the kits have all been purchased.


                                       38


Simultaneously, Orchid paid us $350,000 for the option to license the rights to
co-develop and co-commercialize certain of our existing and future intellectual
properties and products for a twenty-five year period. In addition, the option
provides Orchid with the first right of refusal to negotiate partnership terms
with us for these products and properties. If Orchid does not match a competitive
price, we are free to license to a third party.

Research and Development Agreement

In January 2001 we entered into a research and development agreement with the
University of Miami Sylvester Comprehensive Cancer Center (the "University"). We
have agreed to grant the University $120,000 between January 2001 - December 2002,
to be paid in monthly $5,000 payments. If the research and development leads to
patents for inventions and discoveries there are additional rights and responsibilities
stated in the agreement. Research and development expense under this agreement for
the year ended December 31, 2001 was $15,000.

NOTE G  - OTHER RELATED PARTY TRANSACTIONS

During the years ended December 31, 2001 and 2000, TBFI advanced approximately
$422,000 and $587,000, respectively, to us. These advances are non-interest
bearing, unsecured and due on demand.

TBFI also provides administrative services to us. These services amounted to
$68,750 for the year ended December 31, 2001.

NOTE H - SUBSEQUENT EVENTS

New Funding Agreement

In February 2002, we entered into a funding agreement with 4 investors, 2 of
whom are shareholders and one of whom is an officer. The shareholders agreed to
loan us $2,000,000 between March 2002 - December 2002. The loan matures on January
31, 2003 and interest is stated at 8%. In the event of our default, the lenders'
only remedy is to require us to issue shares of our stock as payment of the debt,
calculated at $.035 per share.

In the event that we are unable to secure at least $1,000,000 in funding from
these investors, TBFI has agreed to provide up to an additional $1,000,000 in
funding, in exchange for shares of our stock at the lower of $.05 per share, or
half of the market price of one share per the terms stated in the agreement.

Genotyping Agreement 

In January 2002 we signed a two year contract with Genomed, Inc. to perform genotyping
services. Genomed's full performance under the contract would provide us with
$3,200,000 in research and testing revenue, as well as the receipt of certain
equipment.

Agreements with Directors

On February 22, 2002, we entered into agreements with two directors In
consideration for their agreement to serve on our Board of Directors, we granted


                                       39


each of them options to purchase 1,300,000 shares of our stock at an exercise
price of $0.03 per share. The options vest ratably over a period of four years
from the date of the contract. In addition, we agreed to pay them annual
directors's fees of $20,000 and $10,000, respectively.

On February 24, 2002, we entered into a Consulting Agreement and a Stock
Purchase Option with one of the directors discussed above. Under this agreement,
the director has agreed to provide us substantial management, business
development and strategic planning advice through at least May 31, 2003. The
parties may extend the agreement by mutual consent. As consideration for such
services, we have agreed to issue up to 28,000,000 shares of our stock to this
director at an exercise price of $0.01 per share. 1,680,000 of these shares are
earned by this director by providing services as required by the Consulting
Agreement, but without the achievement of any particular performance milestones.
The remaining options are earned by assisting us to achieve defined milestones,
such as the sale or license of one of our products to a purchaser introduced to
us by this director. In addition, the issuance of the stock underlying such options
will require the approval of our shareholders of an increase in our authorized
capitalization, and the Consulting Agreement acknowledges that we are under no
obligation to propose such an increase. To the extent that any of the options
become vested, they are exercisable until February 23, 2012.

________________________________________________________________________________






                                       40


Item 8. Changes In and Disagreements With Accountants on Accounting and Financial
        Disclosure.

        NONE


                                    PART III


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


         Our executive officers and directors are:

    Name                     Age                  Position

Tony Frudakis                35        Chairman, Chief Executive Officer,
                                       Director, Chief Scientific Officer
Jack Luchese                 53        Director
Hector Gomez                 63        Director
Matthew A. Veal              43        Chief Financial Officer


Tony Frudakis, Ph.D. Dr. Frudakis founded GAFF biologic, the predecessor in
interest to the Company's Florida subsidiary, in 1998. He has served as its
President and Chief Executive Officer since then. Prior to founding GAFF
biologic, Dr. Frudakis was a research scientist for Corixa Corporation for four
years. While at Corixa he developed several new techniques for RNA
fingerprinting, managed and executed high-throughput gene discovery programs for
various cancers and was instrumental in the company's early success in
attracting research and development partners. In all, his work has resulted in a
patent portfolio for over 350 unique genes and 2 products.

Hector Gomez MD, Ph.D. Dr. Gomez has served on our board of directors Since
March 1, 2002. He is a partner in Genbiomics, LLC, a consulting firm. From 2001
to 2002, he was Chief Executive Officer of Zengen, Inc., a biotechnology
company. From 2000 to 2001, he was Chief Executive Officer of Nutri.Logics,
Inc., a consumer products company. Prior to joining Nutri.Logics, from 1994 to
1999, he was Chief Executive Officer of Transcend Therapeutics, a biotechnology
company. Concurrently with these positions, since 1999, Dr. Gomez has served as
a Clinical Associate Professor of Pharmacology and Medicine at the University of
South Florida College of Medicine (voluntary faculty). His research career to
date has focused on the clinical pharmacology of Hypertension, Hypokalemia,
Hyperglycemia, Hyperuricemia and Hypercholesteremia drugs.


                                       41


Jack Luchese. Mr. Luchese has served on our board of directors Since March 1,
2002. He is President, CEO, and a Director of CytRx Corporation (NASD: "CYTR"),
an Atlanta based biopharmaceutical company specializing in the development of
critical-care pharmaceuticals and pharmaceutical development services. Mr.
Luchese has held that position since 1989.

Matthew A. Veal. Mr. Veal, who is an inactive Certified Public Accountant, is
currently our Chief Financial Officer and served on the board of directors from
1996 to 2002. Mr. Veal also has served as Chief Financial Officer for
Diversified Resources Group, Inc. from 2000 to the present and served on its
board of directors from 1996 to 2002. In 1997, Diversified Resources Group, Inc.
and its subsidiaries filed for protection from creditors under the United States
bankruptcy laws. It emerged from bankruptcy court protection in July 2000. From
1997 to 1998 Mr. Veal was Chief Accounting Officer for Kosmas Group
International. From 1995 to 1997 he was Chief Financial Officer for our
predecessor in interest, Catalyst Communications, Inc. In January 1999, Catalyst
and its subsidiaries filed for protection from creditors under the United States
bankruptcy laws. Catalyst emerged from bankruptcy court protection in 2000. Mr.
Veal also served from 2000 to 2002 on the Board of Directors and still serves as
Chief Financial Officer of Neogenomics, Inc.. Mr. Veal is a graduate of the
University of Florida's Fisher School of Accounting.


Item 10. Executive Compensation.

                           Summary Compensation Table

Name and Principal Capacity                             Year          Salary

Carl L. Smith                                           2001          $0
Chairman, Chief Executive Officer, Former Director *    2000          $0

Tony Frudakis, Ph.D.                                    2001          $130,000
President, Chief Executive Officer                      2000          $95,000


Employment Agreements

        On May 8, 2001, we entered into an Employment Agreement with Tony Frudakis,
who was then the President and Chief Executive Officer of our Florida subsidiary
and is now also our Chief Executive Officer. The Agreement runs for a five year
term that commenced August 22, 2001 and expires August 22, 2005, subject to


                                       42

extension from year to year by mutual agreement. The Agreement provided a base
salary of $95,000 per year to Dr. Frudakis. We increased this salary to $130,000
per year in 2001, and our Board of Directors may increase the salary from time
to time in its discretion. The Employment Agreement also permits the Board of
Directors to pay discretionary bonuses or other benefits to Dr. Frudakis. Upon
termination of employment, the Agreement prohibits Dr. Frudakis from competing
with the Company for a period of two years in the state of Florida. On November
30, 2001, we also entered into a Performance Stock Agreement with Dr. Frudakis
that requires us to grant him 30 million shares of our restricted stock. Under
the agreement, we will make this grant upon achievement of commercialization of
our first product through the efforts of Dr. Frudakis.

Compensation of Directors

        On February 22, 2002, we entered into agreements with our two new
directors, Dr. Gomez and Mr. Luchese. In consideration of Dr. Gomez' agreement
to serve on the Board of Directors, we granted him options to purchase 1,300,000
shares of our stock at an exercise price of $0.03 per share. The options vest
ratably over a period of four years from the date of the contract. In addition,
we agreed to pay him a cash director's fee of $20,000 per year. In consideration
of Mr. Luchese's agreement to serve on the Board of Directors, we granted him
options to purchase 1,300,000 shares of our stock at an exercise price of $0.03
per share. The options vest ratably over a period of four years from the date of
the contract. In addition, we agreed to pay him a cash director's fee of $10,000
per year.

Section 16(a) Beneficial Ownership Reporting Compliance

        The following table sets forth the names, number of late reports, number of
late reported transactions and known that failures to file a required report
with respect to required filings under Section 16(a) the Exchange Act by our
officers, directors and stockholders.

Name                  Late Reports        Transactions      Known Failure

Vikki Cook              2 Forms 4               23                 0
George Frudakis         5 Forms 4               78                 0
Tony Frudakis           2 Forms 4                3                 0
Matthew A. Veal         6 Forms 4               74                 0


Item 11. Security Ownership of Certain Beneficial Owners and Management.

        The following table sets forth, as of March 18, 2002, certain information
concerning beneficial ownership of shares of our stock and the approximate


                                       43


percentage of shares of our stock owned by (i) each person known to us to own 5%
or more of the outstanding shares of stock, (ii) each director and executive
officer, and (iii) all directors and executive officers as a group.


Title Of Class            Name And Address                  Amount Of        Percent
                          Of Beneficial Owner(1)      Beneficial Ownership   Of Class(2)


Common                    George Frudakis                   27,918,500         6.2%

                          Tony Frudakis                     27,849,000         6.2%

Common                    Vikki Cook                        26,496,300         5.9%
                          355 Interstate Blvd.
                          Sarasota, FL 34240

Common                    Matthew A. Veal                    2,301,500        (3)
                          7937 Broadmoor Pines Blvd.
                          Sarasota, FL 34243

Common                    Hector Gomez                          40,000        (3)
                          5105 Rue Vendome
                          Lutz, FL 33558

Common                    Jack Luchese                               0        (3)
                          154 Technology Parkway
                          Suite 200
                          Norcross, GA 30092

Common                    Carl L. Smith                              0        (3)
                          355 Interstate Blvd.
                          Sarasota, FL 34240

Common                    Directors  and  Officers          30,190,500         6.2%
                          as a Group (5 persons)

(1) Unless otherwise noted, c/o DNAPrint genomics, Inc., 900 Cocoanut Avenue, Sarasota, FL 34236.

(2) Percentage of ownership is based on 451,392,609 shares of Common Stock outstanding.

(3) Less than 1%.


                                       44

Item 12. Certain Relationships and Related Transactions.

        We lease our space at 900 Cocoanut Avenue, Sarasota, Florida from Pacific
Atlantic Corporation, a corporation controlled by George Frudakis, the father of
our Chief Executive Officer and the holder of approximately 6.2% of our common
stock. On October 15, 2001, we signed a lease for this space. The lease runs for
10 years at $5,333 per month plus increases annually based on increases in the
Consumer Price Index.

        During 2002, we paid approximately $231,790 to Tampa Bay Financial, Inc.
for management, financial and administrative services to us over the course of
the year. These fees were paid by (i) the discharge of $163,040 of a
subscription receivable from Tampa Bay Financial, Inc., and (ii) the issuance of
1,375,000 shares of our stock. Carl Smith, our former Chief Executive Officer
and a former director is also an officer and director of Tampa Bay Financial,
Inc.

        On February 24, 2002, we entered into a Consulting Agreement and a Stock
Purchase Option with Jack Luchese. Mr. Luchese is one of our directors. Under
these agreements, and in addition to his service as one of our directors, Mr.
Luchese has agreed to provide us substantial management, business development
and strategic planning advice through at least May 31, 2003. The parties may
extend the agreement by mutual consent. The sole consideration that we must pay
under the Consulting Agreement is the grant of options to purchase stock under
the Stock Purchase Option.

        The Stock Purchase Option provides for the issuance of up to 28,000,000
shares of our stock to Mr. Luchese at an exercise price of $0.01 per share. Of
these options, Mr. Luchese can earn options to purchase 1,680,000 shares by
providing services as required by the Consulting Agreement, but without the
achievement of any particular performance milestones. Mr. Luchese only earns the
remaining options by assisting us to achieve defined milestones, such as the
sale or license of one of our products to a purchaser introduced to us by Mr.
Luchese. In addition, the issuance of the stock underlying such options will
require the approval by our shareholders of an increase in our authorized
capitalization, and the Consulting Agreement acknowledges that we are under no
obligation to propose such an increase. To the extent that any of the options
become vested, they are exercisable by Mr. Luchese until February 23, 2012.


Item 13. Exhibits and Reports on Form 8-K.

(a)     Exhibits

        3.1 Articles of Incorporation*


                                       45


        3.2 Bylaws*

        10.1 Plan of Merger*

        10.2 Articles of Merger*

        10.3 Articles of Amendment to Articles of Incorporation*

        10.4 Supply & License Agreement*

        10.5 Agreement & Plan of exchange between Catalyst Communications, Inc.
             and DNAPrint Genomics, Inc. and Shareholders. *

        10.6 Equipment Agreement dated September 19, 2001 between Orchid Biosciences,
             Inc. and the Company. *

        10.7 Purchase Agreement dated September 19, 2001 between Orchid Biosciences,
             Inc. and the Company. *

        10.8 Employment Agreement dated May 8, 2001 between Tony Frudakis and the
             Company. *

        10.9 Lease Agreement dated October 15, 2001 between Pacific Atlantic Corporation
             and the Company. *

        10.10 Option Agreement dated September 19, 2001 between Orchid Biosciences,
              Inc. and the Company. *

        10.11 Equipment Lease Agreement dated May 18, 2001 between Applied Biosystems
              Financial Services and the Company. *

        10.12 Funding and Stock Subscription Agreement dated June 8, 2001 between
              Tampa Bay Financial, Inc. and the Company. *

        10.13 Consulting and Marketing License Agreement between the Company and
              Mark Neuhaus. *

        10.14 Agreement dated February 22, 2002, among the Company, Tampa Bay Financial,
              Inc., a corporation organized under the laws of the State of Florida
              ("TBF"), Carl Smith, a citizen of the State of Florida ("Smith"),
              Matthew Veal.

                                       46


        10.15 Contract Genotyping Agreement dated January 15, 2002 between the Company
              and GenoMed LLC

        10.16 Funding Agreement dated February 22, 2002 among the Company Tony Frudakis,
              George Frudakis, Carl Smith Iii, and Richard Craig Hall.

        10.17 Performance Stock Agreement dated November 30, 2001 between the Company
              and Tony Frudakis.

        10.18 Consulting Agreement dated February 24, 2002 between the Company and
              Jack Luchese.

        10.19 Stock Purchase Option dated February 25, 2002 between the Company
              and Jack Luchese.

        21    List of Subsidiaries. *

* Previously filed.

(b) Reports on Form 8-K.

    None.



                                       47



                                   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.

                                                    DNAPrint genomics, Inc.


                                                    By:  /s/ Tony Frudakis
                                                       Tony Frudakis, CEO, Director


                                                    Date:April 8, 2002

        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.


SIGNATURE                       TITLE                    DATE


/s/ Hector Gomez               Director                  April 8, 2002
Hector Gomez

/s/ Jack Luchese               Director                  April 8, 2002
Jack Luchese

/s/ Matthew A. Veal            Chief Financial Officer   April 8, 2002
Matthew A. Veal


                                       48


                                  EXHIBIT INDEX


Number          Exhibit


10.14           Agreement dated February 22, 2002, among the Company, Tampa Bay Financial,
                Inc., a corporation organized under the laws of the State of Florida ("TBF"),
                Carl Smith, a citizen of the State of Florida ("Smith"), Mathew Veal,

10.15           Contract Genotyping Agreement dated January 15, 2002 between the Company and GenoMed LLC

10.16           Funding Agreement dated February 22, 2002 among the Company Tony Frudakis, George
                Frudakis, Carl Smith Iii, and Richard Craig Hall.

10.17           Performance Stock Agreement dated November 30, 2001 between the Company and Tony Frudakis.

10.18           Consulting Agreement dated February 24, 2002 between the Company and Jack Luchese.

10.19           Stock Purchase Option dated February 25, 2002 between the Company and Jack Luchese.`