U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                  Form 10-KSB/A

(Mark One)
[x]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the fiscal year ended January 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 000-27865

                             Disease Sciences, Inc.
                 (Name of small business issuer in its charter)

                                    Delaware
             ------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   13-2640971
                      (I.R.S. Employer Identification No.)

               20283 State Road 7, Suite 400, Boca Raton, FL 33498
               (Address of principal executive offices)(Zip Code)

                     Issuer's telephone number 561-487-3655

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

                                      None
                              (Title of each class)

                    Name of each exchange on which registered

                                 not applicable

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

                                  Common Stock
                                (Title of Class)



<PAGE>
         Disease Sciences, Inc., formerly known as AuctionAnything.com, Inc.
(the "Company"), hereby amends its Annual Report on Form 10-KSB for the year
ended January 31, 2001 to substitute the audited consolidated balance sheets of
the Company as of January 31, 2001 and 2000, and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
years then ended, included therein and which had been reported upon by KPMG,
LLC, the Company's former independent auditors, with the attached consolidated
balance sheets of as of January 31, 2001 and 2000 and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
years then ended which have been reported on by Feldman Sherb & Co., P.C., the
Company's current independent auditors. All references to KPMG, LLP in the
Company's Annual Report on Form 10-KSB for the year ended January 31, 2001 are
hereby deleted and the firm of Feldman Sherb & Co., P.C. is substituted
therefor. On June 7, 2001 the Company filed a Report on Form 8-K with the SEC
disclosing its change in independent auditors. There are no changes in the
financial statement included herein from the financial statements reported upon
by KPMG, LLP which were included in the Company's Annual Report on Form 10-KSB.
The Company elected to have Feldman Sherb & Co. P.C. reaudit the Company's
financial statements for the fiscal years ended January 31, 2001 and 2000, for
ease of review by its current auditors in future periods.


<PAGE>
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

DISEASE SCIENCES, INC.
(FORMERLY AUCTIONANYTHING.COM, INC.)

Independent Auditors' Report...............................................F-2

Consolidated Balance Sheets................................................F-3

Consolidated Statements of Operations......................................F-4

Consolidated Statement of Stockholders' Deficit............................F-5

Consolidated Statements of Cash Flows......................................F-6

Notes to Consolidated Financial Statements..........................F-7 - F-15


<PAGE>
                          INDEPENDENT AUDITORS' REPORT


To the shareholders
Disease Sciences, Inc. and Subsidiary:
(formerly AuctionAnything.com, Inc.)

We have audited the accompanying consolidated balance sheets of Disease
Sciences, Inc. (formerly AuctionAnything.com, Inc.) and subsidiary as of January
31, 2001 and 2000 and the related consolidated statements of operations,
stockholders' deficit and cash flows for each of the years then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Disease Sciences,
Inc. (formerly AuctionAnything.com, Inc.) and subsidiary at January 31, 2001 and
2000 and the results of their operations and their cash flows for each of the
years in the period 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 Note 9 to the
financial statements, the Company has suffered recurring losses from operations
and has a net capital deficiency that raises substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters
are also described in Note 9. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.



                                                    /s/Feldman Sherb & Co., P.C.
                                                    Feldman Sherb & Co., P.C.
                                                    Certified Public Accountants

August 15, 2001
New York, NY



                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                                  DISEASE SCIENCES, INC.
                    (FORMERLY AUCTIONANYTHING.COM, INC. AND SUBSIDIARY)

                               CONSOLIDATED BALANCE SHEETS

                               JANUARY 31, 2001 AND 2000



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

                                        ASSETS
Current assets:
<S>                                                              <C>              <C>
     Cash and cash equivalents                                   $      2,719     $   144,011
     Accounts receivable                                               12,639           6,288
     Inventories                                                            -          58,077
     Other assets                                                           -          18,041
     Due from related party                                                 -           3,487
                                                                 -------------    ------------
                                                                       15,358         229,904

Equipment, net of accumulated depreciation of
     $66,116 and $54,563, respectively                                 41,445          78,467

Goodwill, net                                                               -         139,931
                                                                 -------------    ------------

                                                                 $     56,803     $   448,302
                                                                 =============    ============

                          LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
     Accounts payable and accrued expenses                       $    118,632     $    31,070
     Unearned revenue                                                   2,035           3,000
                                                                 -------------    ------------
                                                                      120,667          34,070
                                                                 -------------    ------------

Stockholders' deficit:
     Common stock, par value $.001; 50,00,000 shares
         authorized, 28,790,696 and 28,321,946 issued and
         outstanding, respectively                                     28,791          28,322
     Additional paid-in capital                                     1,256,084       1,181,553
     Accumulated deficit                                           (1,348,739)       (795,643)
                                                                 -------------    ------------
         Total stockholders' deficit                                  (63,864)        414,232
                                                                 -------------    ------------

                                                                 $     56,803     $   448,302
                                                                 =============    ============


                 See accompanying notes to consolidated financial statements
                                           F-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                               DISEASE SCIENCES, INC.
                 (FORMERLY AUCTIONANYTHING.COM, INC. AND SUBSIDIARY)

                        CONSOLIDATED STATEMENTS OF OPERATIONS



                                                          Year Ended January 31,
                                                       ------------------------------
                                                           2001             2000
                                                       -------------    -------------

Revenues:
<S>                                                    <C>              <C>
     Auction sales                                     $     74,151     $    519,033
     Internet business solutions                             58,820            8,685
     Internet service revenue                                36,260           71,754
     Custom development fees                                 26,475                -
     Commission sales                                             -            4,015
                                                       -------------    -------------
                                                            195,706          603,487
                                                       -------------    -------------

Cost of sales                                                59,083          514,268
Cost of services                                             28,130                -
                                                       -------------    -------------
                                                             87,213          514,268
                                                       -------------    -------------

                                                            108,493           89,219
                                                       -------------    -------------

Operating expenses:
     Salaries and employee benefits                         306,310          410,743
     Professional fees                                      102,323          120,345
     Other selling, general and administrative              218,920          185,162
     Advertising                                             17,512           75,647
     Insurance                                               18,383           37,566
                                                       -------------    -------------
                                                            663,448          829,463
                                                       -------------    -------------

Operating loss                                             (554,955)        (740,244)

Other income                                                  2,718           12,856
Capital gains (losses)                                         (859)               -
Interest expense                                                  -           (1,461)
                                                       -------------    -------------

Net loss                                               $   (553,096)    $   (728,849)
                                                       =============    =============

Loss per share                                         $      (0.02)    $      (0.03)
                                                       =============    =============

Weighted average shares outstanding -
     basic and diluted                                   28,588,693       27,537,863
                                                       =============    =============


             See accompanying notes to consolidated financial statements
                                        F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                 DISEASE SCIENCES, INC.
                                  (FORMERLY AUCTIONANYTHING.COM, INC. AND SUBSIDIARY)

                                    CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIT



                                        Common Stock                  Additional         Total
                                       ----------------------------     Paid-in       Accumulated       Stockholders
                                          Shares         Amount         Capital         Deficit           Deficit
                                       -------------   ------------   ------------   ---------------   ---------------

<S>                                    <C>             <C>            <C>            <C>               <C>
Balance, January 31, 1999                   500,000    $       500    $    72,500    $      (66,794)   $        6,206

Capital contribution acquisition         27,822,000         27,822      1,109,053                 -         1,136,875
Net loss                                          -              -              -          (728,849)         (728,849)
                                       -------------   ------------   ------------   ---------------   ---------------

Balance, January 31, 2000                28,322,000         28,322      1,181,553          (795,643)          414,232

Capital contribution acquisition            469,000            469         74,531                 -            75,000
Net loss                                          -              -              -          (553,096)         (553,096)
                                       -------------   ------------   ------------   ---------------   ---------------

Balance, January 31, 2001                28,791,000    $    28,791    $ 1,256,084    $   (1,348,739)   $      (63,864)
                                       =============   ============   ============   ===============   ===============



                           See accompanying notes to consolidated financial statements
                                                        F-5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                            DISEASE SCIENCES, INC.
                             (FORMERLY AUCTIONANYTHING.COM, INC. AND SUBSIDIARY)

                                   CONSOLDIDATED STATEMENTS OF CASH FLOWS



                                                                                    Year Ended January 31,
                                                                                  ----------------------------
                                                                                     2001            2000
                                                                                  ------------    ------------

CASH FLOWS USED IN OPERATING ACTIVITIES:
<S>                                                                               <C>             <C>
     Net loss                                                                     $  (553,096)    $  (728,849)
     Adjustments to reconcile net loss to net cash used
         in operating activities:
         Depreciation and amortization                                                172,417          83,919
         Loss on disposal of equipment                                                    859               -
         Changes in assets and liabilities:
            Accounts receivable                                                        (6,351)         (6,288)
            Inventory                                                                  58,077         (14,075)
            Other assets                                                               18,041         (18,041)
            Accounts payable and accrued expenses                                      87,562          16,923
            Unearned revenue                                                             (965)          3,000
            Due to/from related parties                                                 3,487          (3,234)
                                                                                  ------------    ------------
NET CASH USED IN OPERATING ACTIVITIES                                                (219,969)       (666,645)
                                                                                  ------------    ------------

CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
     Proceeds from sale of equipment                                                    4,095               -
     Capital expenditures                                                                (418)        (93,136)
                                                                                  ------------    ------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                                     3,677         (93,136)
                                                                                  ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Principal payments on notes payable to related parties                                 -         (34,304)
     Proceeds from issuance of common stock                                            75,000         935,292
                                                                                  ------------    ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                              75,000         900,988
                                                                                  ------------    ------------

NET (DECREASE) INCREASE IN CASH AND EQUIVALENTS                                      (141,292)        141,207

CASH AND CASH EQUIVALENTS - beginning of year                                         144,011           2,804
                                                                                  ------------    ------------

CASH AND CASH EQUIVALENTS - end of year                                           $     2,719     $   144,011
                                                                                  ============    ============

Supplemental disclosure of cash flow information:
     Cash paid for interest                                                       $     2,718     $     1,720
                                                                                  ============    ============

Supplemental disclosure of noncash investing and financing activities:
     Goodwill generated from stock issued in TISH acquisition                     $         -     $   201,583
                                                                                  ============    ============

                        See accompanying notes to consolidated financial statements
                                                  F-6
</TABLE>
<PAGE>
                             DISEASE SCIENCES, INC.
               (FORMERLY AUCTIONANYTHING.COM, INC. AND SUBSIDIARY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            JANUARY 31, 2001 AND 2000


1)       DESCRIPTION OF BUSINESS

              AuctionAnything.com, Inc. (the "Company") operates a variety of
              internet-related services. Currently, the Company has three main
              revenue generating operations, which are provided by the Company
              and North Orlando Sports Promotions, Inc. ("NOSP"), a wholly owned
              subsidiary of the Company: 1) Internet Business Solutions ("IBS"):
              a service which establishes and hosts auction and/or E-commerce
              web sites for other businesses and organization primarily in both
              the business-to-business and business-to-consumer markets; 2) a
              company owned auction and/or E-commerce website
              (WWW.SPORTSAUCTION.COM) that has been licensed to Memories and
              Memorabilia, Inc., a third party fulfillment house; 3) an Internet
              service provider ("ISP") service, known as Tish.net. The Company
              remains committed to pursuing all commercial opportunities in the
              online business-to-consumer and business-to-business and
              person-to-person trading service areas.

              On February 18, 1999, the Company purchased the net assets of The
              Information Superhighway Corporation ("TISH") as described in Note
              4. The accompanying statements of operations include the
              operations of TISH from February 19, 1999 through January 31,
              2001.

              On May 23, 2001, the Company executed an Agreement and Plan of
              Reorganization and Stock Purchase Agreement (the "Agreement") with
              Disease S.I., Inc., a Florida corporation.  Under the terms of the
              Agreement the Company acquired 100% of the issued and outstanding
              stock of Disease S.I., Inc. in exchange for 60,000,000 shares of
              the Company's common stock. The transaction has been accounted for
              as a reverse acquisition under the purchase method for business
              combinations.  Accordingly, the combination of the two companies
              is recorded as a recapitalization of Disease S.I., Inc., pursuant
              to which Disease S.I., Inc. is treated as the continuing entity.

              On June 26, 2001, with the approval of the shareholders the
              Company changed its name to Disease Sciences, Inc.



                                       F-7
<PAGE>
               On  July  24,  2001,   the  Company  sold  North  Orlando  Sports
               Promotions,   Inc.,  in  exchange  for  the   assumption  of  all
               liabilities related to North Orlando and its operations estimated
               at  approximately  $112,000,  which  included the  forgiveness of
               $91,500 in accrued compensation.  Included in the sale along with
               the capital stock of North  Orlando were fixed assets,  rights to
               several   domain  names  and  various   contractual   rights  and
               obligations.

2)       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        a)     Principles of Consolidation - The consolidated financial
               statements  as of and for the years  ended  January  31, 2001 and
               2000  include  all the  accounts  of the  Company  and NOSP.  The
               Company  acquired 100% of the stock of NOSP in the Reverse Merger
               described in Note 4. All  significant  intercompany  balances and
               transactions have been eliminated in consolidation.

        b)     Cash and Cash Equivalents - The Company considers all highly
               liquid  instruments  with original  maturities of three months or
               less at the time of purchase to be cash equivalents.

        c)     Inventories - Inventories were stated at the lower of cost or
               market at January 31, 2000.  Cost was  determined  principally on
               the specific  identification  method.  Provisions for potentially
               obsolete or slow-moving  inventory was made based on management's
               analysis  of  inventory  levels.  Consignment  inventory  was not
               recorded  as  inventory  by the  Company  and was not  placed  in
               auction until the merchandise was received. If a consignment item
               did not  sell in an  auction,  the  Company  requested  that  the
               consignor  lower the minimum  bid or  withdraw  the item from the
               auction.

               The Company's  inventories were liquidated  during the year ended
               January 31, 2001,  and the related  services  were  licensed to a
               third party fulfillment house.

        d)     Equipment - Equipment is stated at cost less accumulated
               depreciation.  Depreciation  of equipment  is computed  using the
               straight-line  method over its estimated  useful life of 3 years.
               For the years  ended  January  31,  2001 and  2000,  depreciation
               expense  was  recorded  in the  amount of  $32,486  and  $22,350,
               respectively.

        e)     Income Taxes - The Company was considered an S-corporation for
               federal  income tax purposes  through March 9, 1999. As such, the
               Company was not subject to federal income taxes directly;  income
               or loss

                                       F-8
<PAGE>
               of  the   Company   were   passed   through  to  the   individual
               stockholders.  As such,  effective  March 10,  1999,  the Company
               became a C-corporation for federal income tax purposes.

               The Company files consolidated income tax returns.  The Company's
               policy  is to apply  inter-corporate  tax  allocations  using the
               "separate  return  method." All amounts due from  subsidiaries as
               calculated   under  the  "separate   return   method"  have  been
               eliminated as part of the consolidation process.

               Income  taxes are  accounted  for  under the asset and  liability
               method.  Deferred tax assets and  liabilities  are recognized for
               the future tax consequences  attributable to differences  between
               the financial  statement  carrying amounts of existing assets and
               liabilities  and  their  respective  tax  bases,  and tax  credit
               carryforwards.  Deferred tax assets and  liabilities are measured
               using  enacted tax rates  expected to apply to taxable  income in
               the years in which those temporary differences are expected to be
               recovered  or  settled.  The  effect on  deferred  tax assets and
               liabilities  of a change in tax rates is  recognized in income in
               the period that included the enactment date.

        f)     Revenue Recognition - The Company earns revenues for IBS services
               either through  monthly  licensing fees or as a percentage of the
               customer's  successful  sales  through  the  customer's  website.
               Licensing fee revenues are  recognized on a pro-rata  basis,  and
               percentage   revenues  are  recognized  upon  verification  of  a
               successful sale.

        g)     Earnings per Share - The Company computes earnings per share in
               accordance with Statement of Financial  Accounting  Standards No.
               128,  "Earnings per Share" (SFAS No. 128").  Under the provisions
               of SFAS 128, basic earnings per share is computed by dividing the
               net income (loss) for the period by the weighted  average  number
               of common shares outstanding during the period.  Diluted earnings
               per share is computed by dividing  the net income  (loss) for the
               period by the weighted  average number of common and  potentially
               dilutive common shares outstanding during the period. Potentially
               dilutive common shares  outstanding  consist of the common shares
               issuable  upon the exercise of stock  option and warrants  (using
               the treasury stock method) and upon the conversion of convertible
               preferred stock (using the as-if converted  method).  Potentially
               dilutive common shares are excluded from the calculation if their
               effect is antidilutive.  The Company did not have any potentially
               dilutive common



                                       F-9
<PAGE>
               shares for the year ended  January 31,  2000.  For the year ended
               January 31,  2001,  75,000  outstanding  options for common stock
               were  excluded from the  calculation  of net loss per share since
               their inclusion would be antidilutive.

        h)     Stock Option Plan - The Company applies the intrinsic value-based
               method of accounting  prescribed by Accounting  Principles  Board
               ("APB")   Opinion  No.  25,   "Accounting  for  Stock  Issued  to
               Employees,"   and   related   interpretations    including   FASB
               Interpretation  No.  44,  "Accounting  for  Certain  Transactions
               involving Stock Compensation an interpretation of APB Opinion No.
               25" issued in March  2000,  to  account  for its fixed plan stock
               options.  Under this method,  compensation expense is recorded on
               the  date  of  grant  only if the  current  market  price  of the
               underlying  sock  exceeded  the  exercise  price.  SFAS No.  123,
               "Accounting for Stock-Based

               Compensation," established accounting and disclosure requirements
               using a fair-value  based method of  accounting  for  stock-based
               employee  compensation  plans.  As allowed by SFAS No.  123,  the
               Company  has   elected  to   continue  to  apply  the   intrinsic
               value-based method of accounting described above, and has adopted
               the disclosure requirements of SFAS No. 123.

        i)     Use of Estimates - Management of the Company has made a number
               of estimates and assumptions  relating to the reporting of assets
               and  liabilities  and the  disclosure  of  contingent  assets and
               liabilities to prepare these consolidated financial statements in
               conformity with generally accepted accounting principles.  Actual
               results could differ from those estimates.

        j)     Reclassification - Certain January 31, 2000 amounts have been
               reclassified to conform with the January 31, 2001 presentation.

        k)     Recent Accounting Pronouncements - In July 2001, the  Financial
               Accounting Standards Board ("FASB") issued Statement on Financial
               Accounting   Standards   No.   141   ("SFAS   141"),    "Business
               Combinations."  SFAS No.  141  requires  the  purchase  method of
               accounting  for business  combinations  initiated  after June 30,
               2001 and eliminates the  pooling-of-interests  method. We believe
               that the  adoption  of SFAS No.  141 will not have a  significant
               impact on our financial statements.

               In July 2001,  FASB  issued  SFAS No.  142,  "Goodwill  and Other
               Intangible Assets", which is effective for fiscal years beginning
               after December 15, 2001.  SFAS 142 requires,  among other things,
               the  discontinuance of goodwill  amortization.  In addition,  the
               standard    includes    provisions    upon   adoption   for   the
               reclassification of certain

                                      F-10
<PAGE>
               existing recognized intangibles as goodwill,  reassessment of the
               useful lives of existing recognized intangibles, reclassification
               of certain  intangibles out of previously  reported  goodwill and
               the testing for the  impairment  of existing  goodwill  and other
               intangibles.   We  are  currently  assessing  but  have  not  yet
               determined  the impact of SFAS No. 142 on our financial  position
               and results of operations.

3)       RELATED PARTY TRANSACTIONS

               During the year ended  January 31, 2000,  the Officers  auctioned
               collectible merchandise through the Company as consignors and did
               not pay the Company a commission  for this service.  The Officers
               sold  merchandise  for $709 for which the Company would typically
               earn $109 in commission.

               Notes payable  bearing  interest of 14% with a balance of $34,304
               were paid in full to related parties on March 31, 1999.

               During the year ended  January 31,  2001,  the  Company  recorded
               approximately $3,500 in bad debt expense related to an amount due
               from a related party deemed uncollectible.

4)       ACQUISITIONS

               On March 10, 1999, the Company closed a transaction (the "Reverse
               Merger") by which it  acquired  100% of the  outstanding  capital
               stock of NOSP,  a privately  held Florida  corporation,  form the
               shareholders of NOSP. As consideration for this acquisition,  the
               Company issued 24,003,133  shares of its common stock,  $.001 par
               value (the "Common Stock'),  which amounted to approximately  85%
               of the Company's  outstanding  Common Stock,  to the three former
               shareholders  of  NOSP.   Also,  prior  to  the  closing  of  the
               transaction,   the  Company   sold   substantially   all  of  its
               pre-acquisition   assets   to   its   majority    pre-acquisition
               shareholder  in  exchange  for his  assignment  to the Company of
               747,116  share of Common Stock and his  assumption  of all of the
               Company's pre-acquisition liabilities.

               The  Company  has  elected to adopt the fiscal  year of its legal
               acquirer,  the  Lawton-York  Corporation.  As a consequence,  the
               Company's fiscal year end is January 31.

               Prior to the Reverse Merger, NOSP acquired the net assets of TISH
               in exchange for  approximately  208 shares of NOSP common  stock.
               These shares were exchanged for 7,059,745 shares of the Company's
               common stock as part of the Reverse  Merger.  The acquisition was
               accounted for as a

                                      F-11
<PAGE>
              purchase. On the date of the acquisition, the net assets of TISH
              were approximately $10,000 and goodwill of approximately $202,000
              was recorded. The Company is amortizing this goodwill on a
              straight line basis. The original useful life of the goodwill was
              three years. During the year ended January 31, 2001, the Company
              evaluated the estimated useful life of this intangible asset and
              revised the estimated useful live to two years. The amortization
              has been included in the Statement of Operations under the heading
              of depreciation and amortization expense. Amortization expense for
              the years ended January 31, 2001 and 2000, amounted to $139,931
              and $61,569, respectively.

              In anticipation of the acquisition, the Company completed a
              private offering of 1,000,000 units at an offering price of $.10
              per unit. Each unit consisted of one share of common stock and one
              stock purchase warrant. Each stock purchase warrant entitled the
              holder to purchase three shares of common stock of the Company for
              $.30 per share. A total of 4,000,000 shares of common stock were
              issued and sold by the Company for net proceeds of approximately
              $935,000. The proceeds of the offering will be used for working
              capital and to fund the Company's expansion plans.

5)       STOCKHOLDERS' DEFICIT

              On June 6, 2001, the Company with the approval of its shareholders
              increased the number of authorized shares to 101,000,000. These
              share consist of 100,000,000 shares of common stock, $.001 par
              value and 1,000,000 shares of preferred stock, par value $.001.

6)       LEASES

              During the year ended January 31, 2000, the Company entered into
              an operating lease for office space. The future minimum lease
              payments under these non-cancelable operating leases are as
              follows:

              Year Ending January 31,

              2002     $2,307

              Rent expense for the years ended January 31, 2001 and 2000
              amounted to $11,740 and $8,958, respectively.






                                      F-12
<PAGE>
7)       STOCK OPTION PLAN

              On August 23, 2000, the Company adopted a stock option plan (the
              "Plan") pursuant to which the Company's Committee appointed by the
              Board of Directors may grant options to officers and key
              employees. The Plan authorizes the grant of options to purchase up
              to 10,000,000 shares of the authorized but unissued common stock.

              The exercise price, term and vesting schedule for options granted
              under the Plan are set by the Committee, subject to certain
              limitations. Under the Plan, the exercise price of the options may
              not be less than the fair market value of a share of common stock
              at the grant date (110% if the incentive stock option ("ISO") is
              granted to a greater than 10% stockholder) and the term of an
              option may not exceed 3 years (10 years if an ISO is granted to a
              greater than 10% stockholder.) Options generally terminate three
              months after the termination of the option holder's employment
              unless terminated for cause.

              Stock option activity during the period is indicated as follows:
<TABLE>
<CAPTION>

                                                                                           Weighted Average
                                                                        Shares              Exercise Price
                                                                   ------------------     -------------------
<S>                                                                <C>                    <C>
            Balance, January 31, 2000                                              -      $                -
            Granted                                                        1,000,000                    0.20
            Exercised                                                              -                       -
            Forfeited                                                        750,000                    0.20
            Expired                                                                -                       -
                                                                   ------------------
            Balance, January 31, 2001                                        250,000                    0.20
                                                                   ==================
            Weighted average fair value of option granted and                             $           65,256
            not forfeited during the year                                                 ===================
</TABLE>
              The Company applies APB Opinion No. 25 in accounting for its Plan
              and, accordingly, no compensation cost has been recognized for its
              stock options in the financial statements. Had the Company
              determined compensation cost based on the fair value at the grant
              date for its options under SFAS No. 123, the Company's net loss
              would have been increased to the pro forma amounts indicated
              below:
<TABLE>
<CAPTION>
                                                                                         Year ended January
                                                                                              31, 2001
                                                                                        ---------------------
<S>                                                                                 <C>
            Net loss available to common shareholders - as reported                 $              (553,096)
            Net loss available to common shareholders - pro forma                   $              (618,352)
            Net loss per share - as reported                                        $                (0.019)
            Net loss per share - pro forma                                          $                (0.021)
</TABLE>




                                      F-13
<PAGE>
              The effects of applying SFAS No. 123 for the presentation of pro
              forma disclosures are not necessarily indicative of the effects on
              reported net income for future years.

              The fair value of the options granted were estimated using the
              Black-Scholes option pricing model as of the date of grant with
              the following assumptions:

                  Expected dividend yield              0.0%
                  Risk-free interest rate              4.5%
                  Expected volatility                 80.0%
                  Term (vesting period in years)         1

8)       INCOME TAXES

              The following is a reconciliation between expected income tax
              benefit and actual using the applicable statutory federal income
              tax rate for the period ended January 31, 2001.

            Expected tax benefit                          $            (188,050)
            Change in valuation allowance                               154,200
            Goodwill amortization                                        47,580
            State benefit                                               (14,840)
            Other                                                         1,110
                                                          ----------------------
                                                          $                   -
                                                          ======================

              The tax effect of temporary differences that give rise to the
              deferred tax assets as of January 31, 2001 are as follows:

            Deferred tax asset:
                Net operating loss carryforward           $             404,100
                Less valuation allowance                                404,100
                                                          ----------------------
            Net deferred tax asset                        $                   -
                                                          ======================

              In assessing the realizability of deferred tax assets, management
              considers whether it is more likely than not that some portion or
              all of the deferred tax asset will not be realized. The ultimate
              realization of the deferred tax asset is dependent upon the
              generation of future taxable income during the periods in which
              those temporary differences become deductible. Management
              considers the projected future taxable income and tax planning
              strategies, as well as carryback opportunities, in making these
              assessments. Based upon the level of historical taxable income and
              projections for future taxable income over the periods in which
              deferred tax assets are deductible, management believes it is more
              likely than not that the Company will not realize the


                                      F-14
<PAGE>
              benefits of theses deductible differences. The benefit of the net
              operating loss carryforward might be limited due to changes in
              ownership as defined in the Internal Revenue Code and Regulation
              thereunder.

9)       LIQUIDITY

               The  accompanying  consolidated  financial  statements  have been
               prepared on the basis that the Company  will  continue as a going
               concern,  which  contemplates  the  realization of assets and the
               satisfaction  of  liabilities  in  the  normal  course  business.
               However,  since inception,  the Company's operating and investing
               activities have used more cash than they have generated.  Because
               of the continued need for substantial  amounts of working capital
               to fund the  growth  of the  business,  the  Company  expects  to
               continue  to  experience   significant   negative  operating  and
               investing cash flows for the foreseeable  future. The Company may
               need to  raise  additional  capital  in the  future  to meet  the
               operating and investing cash requirements. The Company may not be
               able to find  additional  financing,  if  required,  on favorable
               terms or at all.  If  additional  funds are  raised  through  the
               issuance  of equity,  equity-related  or debt  securities,  these
               securities may have rights,  preferences or privileges  senior to
               those of the rights of the common stock, and the stockholders may
               experience  additional dilution to their equity ownership.  Since
               there are no  assurances  that such  financing  will be available
               when and as needed to satisfy  current  obligations,  substantial
               doubt exists as to whether the Company  will  continue as a going
               concern.




















                                      F-15
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Disease Sciences, Inc. has duly caused this Report on Form
10-KSB/A to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                           DISEASE SCIENCES, INC.


                                  By:      /s/ Dr. Wayne Goldstein
                                           -------------------------------------
                                           Dr. Wayne Goldstein
                                           Chief Executive Officer and President



         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.

         Signature                 Title                         Date

/s/ Dr. Wayne Goldstein            President, Chief Executive
------------------------           Officer and Director
Dr. Wayne Goldstein                                              August 15, 2001



/s/ Brian S. John                  Chief Financial Officer,
------------------------           Principal Accounting Officer
Brian S. John                      and Director                  August 15, 2001


/s/ Bryant Villeponteau            Chief Scientific Officer
------------------------           and Director
Bryant Villeponteau, Ph.D.                                       August 15, 2001