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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM 10-K

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

                   FOR THE FISCAL YEAR ENDED: JANUARY 31, 2002
                 ----------------------------------------------
OR
[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                         COMMISSION FILE NUMBER 0-18349
                                                -------

                              GENDER SCIENCES, INC.
                           (F/K/A The MNI Group, Inc.)
            ---------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  NEW JERSEY                            22-2383025
        -----------------------------------        --------------------
         (STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER
          INCORPORATION OR ORGANIZATION)            IDENTIFICATION NO.)

               10 WEST FOREST AVENUE, ENGLEWOOD, NEW JERSEY 07631
            ---------------------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (201) 569-1188

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

TITLE OF EACH CLASS                    NAME OF EACH EXCHANGE ON WHICH REGISTERED
-------------------                    -----------------------------------------

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                  COMMON STOCK
--------------------------------------------------------------------------------
                                (TITLE OF CLASS)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]  No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K/A. [ ]

The number of shares outstanding of the Registrant's common stock is 36,609,680
(as of 05/10/02). The aggregate market value of the voting stock held by
non-affiliates of the Registrant is $5,491,452.00 (as of 05/10/02).

              APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                   PROCEEDING DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [ ] No [ ]

                             ----------------------
<PAGE>

                                Table of Contents

                                      10-K

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         PART I                                                               3
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              Item 1                                                          3
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              Item 2                                                          8
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              Item 3                                                          9
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              Item 4                                                          9
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         PART II                                                              9
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              Item 5                                                          9
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              Item 6                                                          9
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              Item 7                                                         11
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              Item 8 (after signature page on F1-F18)                        23
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              Item 9                                                         17
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         PART III                                                            17
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              Item 10                                                        17
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              Item 11                                                        18
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              Item 12                                                        20
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              Item 13                                                        21
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         PART IV                                                             21
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              Item 14                                                        21
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         EXHIBITS                                                          None
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                                       2
<PAGE>

Item 1.  BUSINESS

GENERAL DEVELOPMENT OF BUSINESS / INTRODUCTION

         Gender Sciences, Inc. ("The Company"), (F/K/A as The MNI Group, Inc.),
has primarily been engaged in the development and distribution of nutritional
and health products. The Company develops and distributes targeted, uniquely
engineered, Nutrition-Medicine products for the Anti-Aging, Weight Loss, and
Elder Care markets within the medical, institutional, and mass-market
communities. The products are sold under the Company's label or alternatively
under private label for various distribution channels.

         In December 2001, the Company engaged Gene Terry as a consultant to
reorganize and restructure the Company's focus emphasizing high margin,
recurring revenue products. Mr. Terry was a pioneer in the IV Nutrition Industry
and was a founder of Home Nutritional Support (HNS). The company with sales in
excess of $100,000,000 was ultimately sold to W.R. Grace. In December 2001, the
Company entered into a three month arrangement with Mr. Terry, which arrangement
remains in effect as of the date hereof. The Company anticipates Mr. Terry
continuing in a role with the Company.

INDUSTRY TRENDS AND STRATEGY

         Some of the most important developments in health care today are the
rise of Nutrition-Medicine as an integral part of prevention and treatment, the
focus on Anti-Aging Medicine as an extension of preventive healthcare, and the
rapid increase of the elder population. The Company believes that the markets
for nutritional products in the Anti-Aging, Weight Loss, and Elder Care areas
are expanding and it wants to be a leader in providing these products. By
responding to these trends, the Company believes that it can become a premier
marketer of health and nutritional products. The Company will increase
penetration of retail, wholesale and institutional market segments by utilizing
unique and proven marketing strategies. The Company plans to generate high
margin, recurring revenues by offering niche, proprietary products that have a
demonstrable effect and produce repeat sales.

The industry trends are fed by:

     o   Rapid growth of the health-care industry fueled by the link between
         diet, nutrition, and health;
     o   Medical research tailored to a better understanding of the role
         nutrition plays in healthcare and anti-aging;
     o   Enhanced use of preventive and alternative treatments, including
         natural and nutrition-based remedies;
     o   Demand for comprehensive health information;
     o   The graying of America at an unprecedented rate.

INDUSTRY OVERVIEW / NUTRITIONAL SUPPLEMENTS

         The nutritional supplements industry is highly fragmented and intensely
competitive. It includes companies that manufacture and distribute products that
are generally intended to enhance the body's performance and well-being.
Nutritional supplements include vitamins, minerals, dietary supplements, herbs,
botanicals and compounds derived therefrom. Opportunities in the nutritional
supplements industry were enhanced by the enactment of the Dietary Supplement
Health and Education Act of 1994 ("DSHEA"). Under DSHEA, vendors of dietary
supplements are now able to educate consumers regarding the effects of certain
component ingredients. With certain limited exceptions, the sale of nutritional
supplements is not subject to FDA approval prior to sale. See "Government
Regulation" below.

         Sales in the vitamin/supplement market in which the Company's products
compete totaled approximately $17.2 billion in 2001, (Nutrition Business
Journal), and have been experiencing a double-digit annual growth rate,
(N/Sight, The Hartman Group; Winter 1998-9.). The Company believes the growth in
the nutritional supplement market is driven by several factors, including (i)
the general public's heightened awareness and understanding of the connection

                                       3
<PAGE>

between diet and health, (ii) the aging population, particularly the baby-boomer
generation, which is more likely to consume nutritional supplements, (iii)
product introduction in response to new scientific research and (iv) the
nationwide trend toward preventive medicine.

         The Company, in developing its products, elected to concentrate on
those markets because the next important model of healthcare will focus on
health promotion and Anti-Aging Medicine that encourages early detection,
prevention, and reversal of aging-related diseases. Nutrient protocols will be
an essential part of treatment and improved health outcomes will substantially
increase.

The Anti-Aging Market

         There are 77 million baby boomers in the United States who have created
an anti-aging marketing boom that appeals to the insecurities of a graying
population. This boom together with a corresponding focus on preventive health
measures will result in increased demand for targeted health information,
vitamins and nutritional supplements. This market is estimated at over $4
billion in 2001 and growing at an annual rate of 13%. (Anti-Aging Medical News;
American Academy of Anti-Aging Medicine).

The Weight Loss Market

         According to the U.S. Center for Disease Control and Prevention more
than half--97 million--of all adults are overweight... 51% of women and 59% of
men. A Natural Marketing Institute survey found that 38% of all American
households had a member trying to achieve weight loss goals with the use of
certain over-the-counter (OTC) weight loss dietary supplements and certain types
of foods and beverages. Sales in this market already exceed $46 billion (The
July/August 2001 Issue of Functional Foods & Nutraceuticals).

The Elder Market

         The Elder Market includes Nursing, Convalescent and Assisted-Living
facilities. There are over 3000 nursing homes in the United States. The number
of Americans age 65 and above will increase from 34 million to over 70 million
in the next 30 years, (U. S. Bureau of the Census Data, March 1996). By 2020 it
is estimated that 15 million Americans will be disabled in some form, (Nursing
Homes, October 1997). An important component of the OAA (Older Americans Act)
includes programs and services to specifically address nutrition among older
persons. Nursing home facilities are required by law to assure that each
resident maintain "acceptable parameters of nutritional status, such as body
weight and protein levels, unless the clinical condition demonstrates that this
is not possible." Within the nursing home patient population, Protein Energy
Malnutrition (PEM), which is a deficiency of protein and energy (calories), is
the most difficult to treat condition resulting in loss of lean body mass,
impaired immune response and organ function. EMF, the Company's patented,
modular protein supplement provides weight stabilization, weight gain, and
energy to correct PEM.

MARKETING AND DISTRIBUTION STRATEGY

         In order to take advantage of the burgeoning interest in Nutrition
Medicine, the Company has developed a strategy focusing on alliances with key
marketers as described below. The Company recognizes that the success of its
strategy will be dependent upon the quality of its products; its ability to
establish brand name recognition for its products; its ability to continue to
develop new products; the ability of its management and the people associated
with the Company to implement and execute its strategy; and the ability to
attract successful marketing organizations. There is no certainty that the
Company will be successful in implementing its strategy. In addition, the market
for Nutrition-Medicine supplements is extremely competitive. There are a
significant number of companies with substantially greater resources than the
Company and with established brands presently being marketed.

         The Company plans to create public awareness of its products through
the use of targeted advertising; exhibiting at professional trade shows;
partnering with distribution networks; replicating sales through geographic
expansion based upon success of beta site projects on the west coast; and using
the credentials of its esteemed Health Advisory Board to build the company's

                                        4
<PAGE>

reputation as the leading resource for Nutrition-Medicine, Anti-Aging, Weight
Loss, and Elder Care products and programs.

         The Company produces one of its collagen products for its largest
customer, a direct marketing company located on the West Coast. Direct Marketing
is a method of communicating a message to consumers in order to obtain a
measurable, cost effective response. For the year ended January 31, 2002, this
customer accounted for approximately 32% of total sales. The Company has no
contractual arrangement with this customer and if the customer were to
discontinue purchasing collagen from the Company, it would have a material
impact on its business operations.

         The Company also supplies a collagen product sold under a Spanish label
to a multi-level company that focuses on the Hispanic market. The Company's
management believes that the Hispanic market (with approximately 34 million
population) offers very significant growth opportunities. The Company sells this
product in bulk quantities directly to the account's distribution warehouse.

         In pursuing this strategy of selling custom collagen formulations to
marketing partners, the Company believes that these arrangements afford it the
best opportunity to sell its nutritional supplements without incurring the
substantial marketing and other related costs associated with either attempting
to sell its products at retail or to certain other end users (i.e. clinical
practices). This would require either a dedicated sales force or establishing
distributor relationships. By eliminating its selling and marketing expenses,
the Company believes it will achieve gross margins in excess of 50%.

         The Company during the past ten years has sold in limited amounts its
EMF, a collagen hydrolysate used as nutritional support for wasting disease, to
nursing homes and hospitals. The Company received a series of patents for EMF
covering oral administration, preventing nutritional deficiency, treating
nutritional deficiency during wasting disease and certain other conditions, and
as a method of treating obesity, (see "PATENTS"). Studies with EMF have
demonstrated weight stabilization and weight gain in wasting disease patients
resulting in an improved quality of life and enhanced energy. The Company
believes there is a significant market for this product in nursing homes,
dialysis units, and hospitals. EMF also appeals to the anti-aging market, the
most rapidly growing field in the nutrition market, because of its energy
delivering qualities. The body can quickly absorb and utilize the benefits
without interference from the normal digestive process because the amino acids
in EMF have been hydrolyzed, (predigested). EMF has received approval in New
York State for Medicaid reimbursement and is under review for Medicaid
reimbursement in Virginia and Connecticut. Other state applications will also be
filed. Application has been made for Medicare Coding Review (HCPCS code) for EMF
after which the Company will apply for enrollment as a Supplier so that EMF can
qualify for Medicare Part B reimbursement. The Company believes that obtaining
Medicaid reimbursement as well as being eligible as a supplier under Medicare
will enhance its ability to market its products. However there is no assurance
that Medicaid reimbursement status will be achieved in all states or that the
Company will qualify as a supplier under Medicare or that even if the Company is
successful in achieving these objectives that it will be able to successfully
sell its collagen products.

         The Company has successfully completed a beta test in a chain of 30
weight loss clinics for its Healthy Nuts and Calcium Wafers. The Healthy Nuts
have 60% less fat than peanuts, no cholesterol, and come in three flavors,
salted, unsalted and honey roasted. The Company has sold approximately 36,000
units of Healthy Nuts to this account in the past 12 months. The Company will
seek other small and medium weight loss chains in which to market these
products.

NEW PRODUCT DEVELOPMENTS

         The Company believes that to remain competitive, it is necessary to
continually introduce new products. The Company is preparing prototypes for
several new products and plans over the next twelve months to introduce several
high margin, recurring revenue items. Examples are: an appetite reducing mouth
spray and an enhanced collagen supplement.

                                       5
<PAGE>

         There is no assurance that the Company will be able to successfully
develop new products and if developed successfully, market these new products or
that the sale of these products will be profitable for the Company.

MANUFACTURING

         The Company does not have a manufacturing facility, but relies on third
parties to manufacture its products. The third party manufacturers are
responsible for receipt and storage of raw material, production and packaging,
and labeling of finished goods. At present, the Company is dependent upon
manufacturers for the production of all of its products. To the extent the
manufacturers should discontinue their relationship with the Company, the
Company's sales could be adversely impacted. The Company believes at the present
time it will be able to obtain the quantity of products it will need to meet
orders.

COMPETITION

         The market for Nutritional-Medicine supplements is highly competitive
with few barriers to entry. The Company will be competing with many nutritional
supplement manufacturers as well as specialty health retailers, drug stores,
supermarkets, and mass merchandisers. Many of the Company's potential
competitors have significantly greater marketing and financial resources. The
Company for many of the foregoing reasons has decided to focus on becoming the
supplier for niche marketing organizations under exclusive supply arrangements
where its financial resources can be focused on product procurement and product
development instead of marketing against larger companies.

INTELLECTUAL PROPERTY

         The Company regards the protection of copyrights, trademarks and other
proprietary rights that it may own or license as material to its future success
and competitive position. The Company intends to rely on a combination of laws
and contractual restrictions such as confidentiality agreements to establish and
protect its proprietary rights. Laws and contractual restrictions, however, may
not be sufficient to prevent misappropriation of proprietary rights or deter
others from independently developing products that are substantially equivalent
or superior.

PATENTS

         The Company owns four issued patents for its collagen Hydrolysate
product. These are for (1) METHOD OF PROVIDING HIGH-PROTEIN NUTRITION BY THE
ORAL ADMINISTRATION OF A PREDIGESTED PROTEIN COMPOSITION, (2) METHOD OF
COMPOSITION FOR PREVENTING NUTRITIONAL DEFICIENCY, (3) METHOD OF TREATING
NUTRITIONAL DEFICIENCY DURING CARDIAC CACHEXIA, DIABETES, HYPOGLYCEMIA,
GASTROENTEROLOGY, LIPID, CELL GLYCOGEN AND KERATIN RELATED SKIN CONDITIONS AND
ALCOHOLISM, and (4) METHOD OF TREATING OBESITY BY THE ORAL ADMINISTRATION OF A
PREDIGESTED PROTEIN COMPOSITION. Some of the products that the Company offers
incorporate patented technology owned by others, but patents do not protect most
of the Company's products.

COPYRIGHTS

         None.

LICENSES

         The Company in connection with focusing on certain market niches
acquired the "Carver-Curtis" license to sell certain products principally to the
African-American market. To date, the Company has had very limited sales of
"Carver-Curtis" products.

                                       6
<PAGE>

TRADEMARKS

         The Company has been using the EMF mark for over twenty years and the
Healthy Nut mark for three years. While the Company intends to take the actions
that it believes are necessary to protect its proprietary rights, it may not
have the capital necessary to protect the trademarks or be successful in doing
so.

GOVERNMENT REGULATION

         The formulation, manufacture and labeling of the Company's products are
subject to regulation by one or more federal agencies, including, principally,
the Food and Drug Administration ("FDA"). These activities are also regulated by
various agencies of the states and localities in which the Company's products
are sold.

         Principally through the efforts of the dietary supplement industry, on
October 25, 1994, the Dietary Supplement Health and Education Act of 1994 was
signed into law. The law amends the Federal Food, Drug, and Cosmetic Act and, in
the judgment of the Company, is favorable to the dietary supplement industry.
First and foremost, the legislation creates a new statutory class of "dietary
supplements". This new class includes vitamins, minerals, herbs, amino acids and
other dietary substances for human use to supplement the diet. A dietary
supplement which contains a new dietary ingredient, one not on the market as of
October 15, 1994, will require evidence of a history of use or other evidence of
safety establishing that it will reasonably be expected to be safe, such
evidence to be provided by the manufacturer or distributor to the FDA before it
may be marketed. The legislation also recognizes the need for the dissemination
of information about the link between nutrition and health and provides that
publications, which are not false and misleading and present a balanced view of
available scientific information on a dietary supplement, may be used in
connection with the sale of dietary supplements to consumers. Among other
changes, the law prevents the further regulation of dietary ingredients as "food
additives" and allows the use of statements of nutritional support on product
labels and in other labeling.

         On September 23, 1997, the FDA issued final new regulations to
implement the 1994 legislation. Among other things, these new regulations
establish a procedure for dietary supplement companies to notify the FDA about
the intended marketing of a new dietary ingredient or about the use in labeling
of statements of nutritional support. The regulations also establish a new
format for nutrition labeling on dietary supplements. The new format became
mandatory on March 23, 1999, and the Company revised all of its dietary
supplements labels to be in compliance by that date.

         The FDA and other federal authorities are reviewing alternative
approaches to assure the safety of vitamins, minerals, herbals and other
products sold as dietary supplements. Increased regulatory oversight could
subject the Company and other manufacturers and distributors of dietary
supplements to increased production and compliance costs and possibly require
capital expenditures. Future regulation affecting dietary supplements could
result in a recall or discontinuance of certain products.

HEALTH ADVISORY BOARD

         As part of the Company's strategy to enhance its reputation for quality
healthcare products and information, it has formed a Health Advisory Board
consisting of:

George L. Blackburn, M.D., Ph.D. Harvard Medical School
         S. Daniel Abraham Chair of Nutrition Medicine
         Associate Professor of Surgery, and Associate Director of Nutrition,
         Division of Nutrition.
         Director of Nutrition Support Services, Chief of the Nutritional/
         Metabolism Laboratory.
         Director of the Center for the Study of Nutrition and Medicine at the
         Beth Israel Deaconess Medical Center.

                                       7
<PAGE>

Peter D. Vash, M.D., M.P.H.
         Assistant Clinical Professor of Medicine, UCLA Medical Center, CA
         Board Certified Internist
         Specialist in eating Disorders and Endocrinology

Isaac Greenberg, PH.D.
         Instructor, Dept. of Psychiatry (Psychologist), Harvard Medical School
         Department of Psychiatry, Beth Israel Deaconess Medical Center,
         Boston, MA

Leonard Haimes, M.D.
         Past President of the American Society of Bariatric Physicians
         Board Certified Internist
         Specialist in Anti-Aging Medicine in Boca Raton, FL.

EMPLOYEES

         The Company presently has 3 full time employees.

RECENT DEVELOPMENTS

         The Company has received loans from Unity Venture Capital Associates
Ltd. totaling $245,000 through January 31, 2002. Mr. Burstein, Chairman of the
Company is a principal shareholder, officer, and director of Unity Venture
Capital Associates Ltd. Between February 2001 and August 2001, Arnold Gans, the
Company's president, guaranteed the Company's bank credit lines of approximately
$100,000. Included in Notes Payable at January 31, 2002 is approximately $90,800
resulting from these credit lines. These amounts accrue interest at rates
varying from 19% to 27%. In November 2001, Arnold and Myra Gans borrowed
$150,000 and loaned the proceeds to the Company. The Company recorded a $150,000
liability to Arnold and Myra Gans and agreed to a repayment schedule equal to
the repayment schedule of the loan. The balance at January 31, 2002, is $150,000
and is included in "Loans Payable - officer and stockholder". In April through
May 10, 2002, the Company raised $145,000 in connection with the sale of
7,250,000 shares Of Common Stock at $0.02 per share. The Company intends to seek
additional capital, which is essential to permitting the company to execute its
new strategy. There can be no assurance the Company will be successful in
raising new funds or that the terms under which the funds are raised are
favorable to the Company.

PREVIOUS BUSINESS OPERATIONS

         During the fiscal year ending January 31, 2002, the revenues generated
by the Company resulted from the sale of existing products, including
nutritional supplements and collagen including EMF, pet products, home remedy
products.

         Commencing in the first quarter ended April 30, 2002, the Company
intends to focus on the sale of its collagen products to niche marketing
companies and to the institutional market, as well as EMF for the elderly
market.

FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES

         Inapplicable.

Item 2.  PROPERTIES

         The principal executive offices of the Company are located at 10 West
Forest Avenue, Englewood, New Jersey 07631, where it occupies approximately
7,500 square feet. The lease is for a period of five years commencing January 1,
2000. The annual rent for the initial three years is $65,625 and for the fourth
and fifth year of the lease is $67,500.

         Approximately 2,500 square feet of this facility house the Company's
administrative offices with the balance utilized for shipping and warehousing.

                                       8
<PAGE>

The Company presently subleases a portion of its space to non-affiliated
persons. The Company also has arrangements with co-packers pursuant to which
such suppliers manufacture, package and ship the Company's products to major
customers. The Company believes its present facility is adequate for its present
and reasonably foreseeable future operational needs.

Item 3.  LEGAL PROCEEDINGS

         None. (See Note 8 to the Financial Statements).

 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         (a)   The Company's Common Stock is currently traded over NASDAQ's
               Electronic Bulletin Board. Information as to the range of high
               and low bid quotations for the Company's Common Stock, for the
               periods indicated, as furnished by National Quotation Bureau
               Incorporated, is set forth below:

                                                          BID
                                           ----------------------------------
THREE MONTHS ENDED                         HIGH                           LOW

April 30, 2000                             .75                           .625
July 31, 2000                              .50                           .375
October 31, 2000                           .50                           .50
January 31, 2001                           .312                          .187
April 30, 2001                             .50                           .19
July 31, 2001                              .25                           .08
October 31, 2001                           .08                           .03
January 31, 2002                           .04                           .03

         The above bid quotations represent prices between dealers and do not
include actual retail mark-ups, mark-downs or commissions and may not represent
actual transactions.

         (b)   As of May 10,2002, there were approximately 107 record holders of
               the Company's Common Stock.

         (c)   The Company has not declared any cash dividends on its Common
               Stock and it has no intention to pay cash dividends in the
               foreseeable future.

Item 6.  SELECTED FINANCIAL DATA

The following table presents selected historical consolidated financial data for
the Company and its wholly owned subsidiaries. This data is qualified in its
entirety by the more detailed consolidated financial statements of the Company
included elsewhere herein. The following selected consolidated financial data
were derived from audited consolidated financial statements of the Company and
should be read in conjunction with the statements included elsewhere herein.

                                       9
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF OPERATIONS DATA:

                                                                       YEAR ENDED JANUARY 31,
                                             -----------    -----------    -----------    -----------    -----------
                                                 2002           2001           2000           1999           1998
                                             -----------    -----------    -----------    -----------    -----------
<S>                                          <C>            <C>            <C>            <C>            <C>
Sales                                        $   488,200    $   627,500    $   443,200    $   939,700    $   932,900
Cost of sales                                    303,700        311,800        267,600        527,700        555,900
Operating (loss)                                (678,800)    (1,056,100)      (643,600)       (42,300)      (158,500)
(Loss) from continuing operations               (743,600)    (1,184,300)      (729,300)       (82,400)      (181,100)
Income (loss) from discontinued operations          --             --             --           15,700        (25,500)
Extraordinary items                                 --           13,800        485,100           --             --
Net (loss)                                      (743,600)    (1,170,500)      (244,200)       (66,700)      (206,600)


Basic Diluted Earnings Per share data
 (Loss) from operations                           ($0.03)        ($0.12)        ($0.18)        ($0.02)        ($0.05)
 (Loss) from discontinued operations                --             --             --             --            (0.01)
Extraordinary items                                                --            $0.12           --             --
Net (Loss)                                        ($0.03)        ($0.12)        ($0.06)         (0.01)         (0.05)
</TABLE>
<TABLE>
<CAPTION>
BALANCE SHEET DATA:

                                                                       YEAR ENDED JANUARY 31,
                                             -----------    -----------    -----------    -----------    -----------
                                                 2002           2001           2000           1999           1998
                                             -----------    -----------    -----------    -----------    -----------
<S>                                          <C>            <C>            <C>            <C>            <C>
Working capital(deficiency)                    ($719,300)      ($87,000)   ($1,038,300)     ($585,300)     ($564,100)
Total assets                                     175,900        425,600        795,100        148,200        667,000
Long-term debt                                      --             --             --           75,000         75,000
Stockholders' equity (deficit)                  (678,500)        65,100     (1,013,300)      (796,200)      (429,500)
</TABLE>

                                       10
<PAGE>

Item 7: Management's Discussion and Analysis of Financial Condition and Results
        of Operations

Results of Operations
---------------------

         The following discussion of the financial condition and results of
operations of the Company should be read in conjunction with the Consolidated
Financial Statements and the related Notes included elsewhere in the report.
This discussion contains certain forward-looking statements that involve risks
and uncertainties. Actual results may differ materially from those anticipated
in these forward-looking statements as a result of various factors.

2002 - 2001

         Sales for the year ended January 31, 2002 were $488,200 as compared
with sales of $627,500 for the year ended January 31, 2001, a decrease of 22.2%.
This decrease in sales was primarily due to the loss of a major customer and the
significant reduction in sales from another major customer. Cost of sales
decreased from $311,800 for the year ended January 31, 2001, or 49.7% of sales,
to $303,700, or 62.2% of sales, for the year ended January 31, 2002. The
percentage increase was mainly attributable to the writing off of approximately
$35,000 of obsolete inventory. Selling, general and administrative expenses
decreased 23.8% to $746,600 from $980,100 due to the reduction in employees and
the cessation of its website. The $746,600 consisted of personnel costs of
$488,000, $50,000 in rent and other costs of $208,000. The Company also expended
$379,600 towards the development of its website for the year ended January 31,
2001 as compared to $116,700 in the current year. During the year ended January
31, 2002, the Company determined that its gender specific website and its
e-commerce initiative would not be successful in the foreseeable future and it
elected to close its website and focus its efforts on its traditional business.
See "Liquidity and Capital Resources". All capitalized costs were charged to
current operating expenses. The Company had no advertising expense in the year
ended January 31, 2002 as compared to $12,100 in the prior year in its efforts
to control costs. For the year ended January 31, 2002, the Company incurred an
operating loss of $678,800 as compared to an operating loss of $1,056,100 for
the comparable period in 2001. This decrease in loss was primarily due to the
reduction in website, personnel and advertising costs. The Company had a loss
from operations of $743,600 or ($.03) per share, as compared to a loss of
$1,184,300 or ($.12) per share for the comparable period in 2001. The net loss
for the year ended January 31, 2002 was $743,600 and the net loss for the year
ended January 31, 2001 was $1,170,500 and reflects the forgiveness of debt in
the aggregate amount of $13,800. (See Note 10 - to notes to CONSOLIDATED
FINANCIAL STATEMENTS).

         Interest expense was $64,800 for the year ended January 31, 2002, as
compared to interest expense of $140,300 and interest income of $12,100 during
the comparable period of 2001. The decrease in both interest expense and
interest income was primarily due to the conversion of the Company's 10%
Convertible Subordinated Debentures and the expenditure of those funds. However,
the Company has incurred additional short-term debt of approximately $313,000 at
interest rates varying between 10%-27%. Forgiveness of debt was $13,800, as a
result of a settlement of an outstanding loan obligation for the three months
ended October 31, 2000.

2001 - 2000

         Sales for the year ended January 31, 2001 were $627,500 as compared
with sales of $443,200 for the year ended January 31, 2000, an increase of
41.6%. The increase in sales was primarily due to collagen-based products and
The Healthy Nut (soybean) program. Cost of sales increased from $267,600 for the
year ended January 31, 2000, or 60.4% of sales, to $311,800, or 49.7% of sales,
for the year ended January 31, 2001. Selling, general and administrative
expenses increased 51.8% to $980,100 from $645,600. This represents an increase
of approximately $334,500, which consists of increased professional fees of
$69,000; the hiring of additional personnel and salary increases of

                                       11
<PAGE>

approximately $150,000; the cost of obtaining additional insurance of $27,000
and consulting fees of $80,000. The Company also expended $379,600 towards the
development of its website as compared to an expenditure of $167,200 in the
prior year. The preponderance of these expenses was incurred during the first
nine months of the fiscal year. The Company increased advertising expense by
$5,700 in the year ended January 31, 2001. For the year ended January 31, 2001,
the Company incurred an operating loss of $1,056,100 as compared to an operating
loss of $643,600 for the comparable period in 2000. The Company had a loss from
operations of $1,184,300 or ($.12) per share, as compared to a loss of $729,300
or ($.18) per share for the comparable period in 2000. The net loss for the year
ended January 31, 2001 was $1,170,500, which includes forgiveness of debt in the
aggregate amount of $13,800. The net loss for the year ended January 31, 2000
reflects the forgiveness of debt in the aggregate amount of $337,500 and the
extinguishment of the minority interest of $147,600. (See Note 10 - to notes to
CONSOLIDATED FINANCIAL STATEMENTS). Because of the decline in the interest in
the Internet and, in particular the determination by the Company that its
Women's Health Website and its e-commerce initiative would not be successful in
the foreseeable future the Company elected to significantly reduce its Internet
initiative and has focused its efforts on its off-line businesses. See
"Liquidity and Capital Resources".

         Interest expense was $140,300 and interest income was $12,100 for the
year ended January 31, 2001, as compared to interest expense of $94,700 and
interest income of $9,000 during the comparable period of 2000. The increase in
both interest expense and interest income was primarily due to the $2,021,250
principal amount of 10% Convertible Subordinated Debentures.

                         Liquidity and Capital Resources
                         -------------------------------

         At January 31, 2002, the Company had cash of $4,500 as compared to cash
of $32,700 on January 31, 2001.

         In 1999, the Company determined that in order to sustain its existing
business operations and to successfully implement its plan of developing a line
of women's products and an Internet web site devoted to women's health that
additional capital would be required. Thereafter the Company completed the
private placement of $2,021,250 principal amount of 10% Convertible Subordinated
Debentures. The Convertible Subordinated Debentures became convertible into
shares of common stock at rates ranging between $.075 and $.25 per share. In
addition, accrued interest on these debentures was also converted into common
stock thus resulting in the issuance of 24,725,997 shares. See Note 6 - Notes to
CONSOLIDATED FINANCIAL STATEMENTS filed on Form 10-K for year ended January 31,
2002. However as noted above due to the significant decline in the commercial
potential of its Internet site, the Company has ceased the operation of its
website and reduced the number of employees while focusing its efforts on its
traditional business. An officer of the Company guaranteed the Company's bank
credit lines of approximately $100,000. Included in Short Term Debt at January
31, 2002 is approximately $90,800 resulting from these credit lines. These
amounts accrue interest at rates varying from 19% to 27%. An officer of the
Company borrowed $150,000 and loaned the proceeds to the Company. The Company
recorded a $150,000 liability to the officer and agreed to a repayment schedule
equal to the repayment schedule of the officer's loan. The balance at January
31, 2002, is $150,000 and is included in "Loans Payable - officer and
stockholder". A company affiliated with a Director advanced an additional
$115,000 during the year ending January 31, 2002. The Company will require
additional working capital until such time as profitability from these ventures
and sales of existing products are achieved and the Company reaches break-even
levels. The Company is actively seeking to raise an additional $200,000 in
financing of which it has raised $145,000 from April 2002 through May 10, 2002.
There can be no assurance that funds raised to date ($145,000) will result in
the Company achieving profitability or that the additional funds if raised will
enable the Company to achieve profitability. The Company will also require
additional funding to achieve its objectives (in addition to the $200,000
referred to herein). The inability to raise additional funds will materially
effect the future business operations of the Company and raises a substantial
probability that the Company will have to discontinue operations.

THIS FORM 10-K AND OTHER STATEMENTS ISSUED OR MADE FROM TIME TO TIME BY THE
COMPANY OR ITS REPRESENTATIVES CONTAIN STATEMENTS WHICH MAY CONSTITUTE
"FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE SECURITIES ACT OF 1933,
AS AMENDED, AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED BY THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. THOSE STATEMENTS INCLUDE STATEMENTS
REGARDING THE INTENT, BELIEF OR CURRENT EXPECTATIONS OF THE COMPANY AND MEMBERS
OF ITS MANAGEMENT, AS WELL AS THE ASSUMPTIONS ON WHICH SUCH STATEMENTS ARE
BASED. PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING
STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND
UNCERTAINTIES, AND THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
CONTEMPLATED BY SUCH FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS CURRENTLY
KNOWN TO MANAGEMENT THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE IN FORWARD-LOOKING STATEMENTS ARE SET FORTH IN THE SAFE HARBOR COMPLIANCE
STATEMENT FOR FORWARD-LOOKING STATEMENTS SET FORTH BELOW. THE COMPANY UNDERTAKES

                                       12
<PAGE>

NO OBLIGATION TO UPDATE OR REVISE FORWARD-LOOKING STATEMENTS TO REFLECT CHANGED
ASSUMPTIONS, THE OCCURRENCE OF UNANTICIPATED EVENTS OR CHANGES TO FUTURE
OPERATING RESULTS OVER TIME.

                PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
                        SAFE HARBOR COMPLIANCE STATEMENT
                         FOR FORWARD-LOOKING STATEMENTS

         In passing the Private Securities Litigation Reform Act of 1995 (the
"Reform Act"), Congress encouraged public companies to make "forward-looking
statements" by creating a safe harbor to protect companies from securities law
liability in connection with forward-looking statements. The Company intends to
qualify both its written and oral forward-looking statements for protection
under the Reform Act and any other similar safe harbor provisions.

         "Forward-looking statements" are defined by the Reform Act. Generally,
forward-looking statements include expressed expectations of future events and
the assumptions on which the expressed expectations are based. All
forward-looking statements are inherently uncertain as they are based on various
expectations and assumptions concerning future events and they are subject to
numerous known and unknown risks and uncertainties which could cause actual
events or results to differ materially from those projected. Due to those
uncertainties and risks, prospective investors are urged not to place undue
reliance on written or oral forward-looking statements of the Company. The
Company undertakes no obligation to update or revise this Safe Harbor Compliance
Statement for Forward-Looking Statements to reflect future developments. In
addition, the Company undertakes no obligation to update or revise
forward-looking statements to reflect changed assumptions, the occurrence of
unanticipated events or changes to future operating results over time.

         The Company provides the following risk factor disclosure in connection
with its continuing effort to qualify its written and oral forward-looking
statements for the safe harbor protection of the Reform Act and any other
similar safe harbor provisions. Important factors currently known to management
that could cause actual results to differ materially from those in
forward-looking statements include the following:

         SIGNIFICANT AMOUNT OF REVENUES GENERATED FROM SINGLE CUSTOMER.

         For The fiscal year ended January 31, 2002, one customer accounted for
approximately 32% of total revenues. The Company does not have a contract with
this customer and, as a result, there is no assurance that this customer will
continue to order products from the Company or will continue to order the
products in the same amount. The loss of this customer would have a material
effect upon the operation of the Company.

         THE COMPANY HAS RECENTLY INSTITUTED ITS NEW BUSINESS STRATEGY. ITS
BUSINESS MUST EXPAND FOR IT TO ATTAIN PROFITABILITY.

         The Company has only recently commenced the implementation of its new
business strategy. The Company may not successfully complete the transition to
successful operations or profitability pursuant to its new strategy. The Company
may encounter problems, delays and expenses in implementing its new business
strategy. These may include, but not be limited to, unanticipated problems and

                                       13
<PAGE>

additional costs related to marketing, competition and product acquisitions and
development. These problems may be beyond the Company's control, and in any
event, could adversely affect the Company's results of operations. See "Selected
Consolidated Financial Information" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

         IF THE COMPANY DOES NOT SUCCESSFULLY MANAGE ANY GROWTH IT EXPERIENCES,
IT MAY EXPERIENCE INCREASED EXPENSES WITHOUT CORRESPONDING REVENUE INCREASES.

         The Company's business plan will, if implemented, result in expansion
of its operations. This expansion may place a significant strain on management,
financial and other resources. It also will require the Company to increase
expenditures before it generates corresponding revenues. The Company's ability
to manage future growth, should it occur, will depend upon its ability to
identify, attract, motivate, train and retain highly skilled managerial,
financial, business development, sales and marketing and other personnel.
Competition for these employees is intense. Moreover, the addition of products
or businesses will require the Company's management to integrate and manage new
operations and an increasing number of employees. The Company may not be able to
implement successfully and maintain its operational and financial systems or

otherwise adapt to growth. Any failure to manage growth, if attained, would have
a material adverse effect on the Company's business. The Company, due to its
limited capital presently has only three full time employees which creates an
additional risk that the Company may not be successful in implementing its
strategy.

         THE COMPANY IS DEPENDENT ON A LIMITED NUMBER OF SOURCES OF SUPPLY FOR
MANY OF THE PRODUCTS IT OFFERS. IF ONE OF ITS SUPPLIERS FAILS TO SUPPLY ADEQUATE
AMOUNTS OF A PRODUCT THE COMPANY OFFERS, THE COMPANY'S SALES MAY SUFFER AND IT
COULD BE REQUIRED TO ABANDON A PRODUCT LINE.

         The Company is dependent on a limited number of sources of supply for
many of the products it offers. With respect to these products, the Company
cannot guarantee that these third parties will be able to provide adequate
supplies of products in a timely fashion. The Company also faces the risk that
one of its suppliers could become insolvent, declare bankruptcy, lose its
production facilities in a disaster, be unable to comply with applicable
government regulations or lose the governmental permits necessary to manufacture
the products it supplies to the Company. If the Company is unable to renew or
extend an agreement with a third-party supplier, if an existing agreement is
terminated or if a third-party supplier otherwise cannot meet the Company's need
for a product, the Company may not be able to obtain an alternative source of
supply in a timely manner or at all. In these circumstances, the Company may be
unable to continue to market products as planned and could be required to
abandon or divest itself of a product line on terms which would materially
affect it.

         THE COMPANY MAY BE EXPOSED TO PRODUCT LIABILITY CLAIMS NOT COVERED BY
INSURANCE THAT WOULD HARM ITS BUSINESS.

         The Company may be exposed to product liability claims. Although the
Company believes that it currently carries and intends to maintain a
comprehensive multi peril liability package, the Company cannot guarantee that
this insurance will be sufficient to cover all possible liabilities. A
successful suit against the Company could have an adverse effect on its business
and financial condition if the amounts involved are material.

         THE COMPANY IS UNCERTAIN OF ITS ABILITY TO OBTAIN ADDITIONAL FINANCING
FOR ITS FUTURE CAPITAL NEEDS. IF THE COMPANY IS UNABLE TO OBTAIN ADDITIONAL
FINANCING, IT MAY NOT BE ABLE TO CONTINUE TO OPERATE ITS BUSINESS.

         The Company will require significant amounts of additional capital to
achieve its stated goals. The Company believes that the net proceeds from the
Company's recent private offering of common stock will not be sufficient to
completely implement its strategy in calendar year 2002. See "Management's
Discussion and Analysis of Financial Conditions and results of Operations-
Liquidity and Capital Resources". The Company's future capital requirements will
depend on many factors including:

         o     the costs of its sales and marketing activities and its education
               programs for its markets,

         o     competing product and market developments,

         o     the costs of acquiring or developing new products,

         o     the costs of expanding its operations, and

         o     its ability to generate positive cash flow from its sales.

                                       14
<PAGE>

Additional funding may not be available on acceptable terms, if at all. If
adequate funds are not available, the Company may be required to curtail
significantly or defer one or more of its marketing programs or to limit or
postpone obtaining new products through license, acquisition or other
agreements. If the Company raises additional funds through the issuance of
equity securities, the percentage ownership of its then-current stockholders may
be reduced and such equity securities may have rights, preferences or privileges
senior to those of the holders of its common stock. If the Company raises
additional funds through the issuance of additional debt securities, these new
securities would have certain rights, preferences and privileges senior to those
of the holders of its common stock, and the terms of these debt securities could
impose restrictions on its operations. For a further discussion of expenditures
and other factors that could affect the Company's need for future capital, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."

         GOING CONCERN QUALIFICATION CONTAINED IN REPORT OF INDEPENDENT
AUDITORS.

         The Company has received from its auditors a report that raises
substantial doubt about its ability to continue as a going concern. If the
Company fails to raise additional funds or its new operating plan is not
successful, an investor in the Company could lose his entire investment.

         THE COMPANY'S INABILITY TO OBTAIN NEW PROPRIETARY RIGHTS OR TO PROTECT
AND RETAIN ITS EXISTING RIGHTS COULD IMPAIR ITS COMPETITIVE POSITION AND
ADVERSELY AFFECT ITS SALES.

         The Company believes that the trademarks, copyrights and other
proprietary rights that it owns or licenses, or that it will own or license in
the future, will continue to be important to its success and competitive
position. If the Company fails to maintain its existing rights or cannot acquire
additional rights in the future, its competitive position may be harmed. While
some products we offer incorporate patented technology, most of the products we
sell are not protected by patents.

         The Company intends to take the actions that it believes are necessary
to protect its proprietary rights, but it may not be successful in doing so on
commercially reasonable terms, if at all. In addition, parties that license
their proprietary rights to the Company may face challenges to their patents and
other proprietary rights and may not prevail in any litigation regarding those
rights. Moreover, the Company's trademarks and the products it offers may
conflict with or infringe upon the proprietary rights of third parties. If any
such conflicts or infringements should arise, the Company would have to defend
itself against such challenges. The Company also may have to obtain a license to
use those proprietary rights or possibly cease using those rights altogether.
Any of these events could harm the Company's business.

         IF THE MARKETING COMPANIES DO NOT SUCCESSFULLY SELL THE PRODUCTS THE
COMPANY OFFERS, THE COMPANY MAY EXPERIENCE SIGNIFICANT LOSSES.

         The products the Company offers may not achieve market acceptance. The
market acceptance of these products will depend on, among other factors, their
advantages over existing competing products, and their perceived efficacy and
safety.

         The Company's business model assumes that the marketing programs
instituted by the marketing companies with which it has alliances will result in
increased demand for the products it offers. If the marketing programs do not
succeed in generating a substantial increase in demand for its products, the
Company will be unable to realize its operating objectives. In addition, the
Company's business model seeks to build on the expanding roles of marketing
partners, and its marketing efforts are concentrated on these groups. If these
distribution companies do not successfully sell the products the Company offers
or if their customers do not regularly use these products, the Company may
experience significant losses and its business will be adversely affected.

         THE HEALTH CARE INDUSTRY AND THE MARKETS FOR THE PRODUCTS THE COMPANY
OFFERS ARE VERY COMPETITIVE. THE COMPANY MAY NOT BE ABLE TO COMPETE EFFECTIVELY,
ESPECIALLY AGAINST ESTABLISHED INDUSTRY COMPETITORS WITH SIGNIFICANTLY GREATER
FINANCIAL RESOURCES.
                                       15
<PAGE>

         The health care industry is highly competitive. Many of the Company's
competitors are large well-known health care companies that have considerably
greater financial, sales, marketing and technical resources than the Company.
Additionally, these competitors have research and development capabilities that
may allow them to develop new or improved products that may compete with product
lines the Company markets and distributes. In addition, competitors may elect to
devote substantial resources to marketing their products to similar outlets and
may choose to develop educational and information programs like those developed
by the Company to support their marketing efforts. The Company's business,
financial condition and results of operations could be materially and adversely
affected by any one or more of such developments.

         Competition for the self-care products the Company offers is
significant. These products compete against a number of well-known brands of
similar products. The Company's failure to adequately respond to the competitive
challenges faced by the products it offers could have a material adverse effect
on its business, financial condition and results of operations.

         THE COMPANY'S QUARTERLY FINANCIAL RESULTS ARE LIKELY TO FLUCTUATE
SIGNIFICANTLY AND MAY FAIL TO MEET OR EXCEED THE EXPECTATIONS OF SECURITIES
ANALYSTS OR INVESTORS, WHICH COULD CAUSE THE PRICE OF THE COMPANY'S STOCK TO
DECLINE SIGNIFICANTLY.

         The Company's quarterly operating results may fluctuate significantly
based on factors such as:

         o     changes in the acceptance or availability of the products it
               offers,

         o     the timing of new product offerings, acquisitions or other
               significant events by the Company or its competitors,

         o     regulatory approvals and legislative changes affecting the
               products it offers or those of its competitors,

         o     the timing of expenditures for the expansion of its operations,
               and

         o     general economic and market conditions and conditions specific to
               the health care industry.

         Due to the Company's short operating history pursuant to its new
business strategy and the difficulty of predicting demand for the products it
offers, the Company is unable to accurately forecast its revenues. Accordingly,
the Company's operating results in one or more future quarters may fail to meet
the expectations of securities analysts or investors, which could have a
material adverse effect on the Company's stock price.

         THE PUBLIC MARKET FOR THE COMPANY'S COMMON STOCK MAY BE VOLATILE, AND
THE PRICE OF THE COMMON STOCK MAY FLUCTUATE FOR REASONS UNRELATED TO THE
COMPANY'S OPERATING PERFORMANCE. A SIGNIFICANT DECLINE IN THE PRICE OF THE
COMMON STOCK COULD LEAD TO A CLASS ACTION LAWSUIT AGAINST THE COMPANY.

         There has been a very limited public market for the Company's common
stock, and the Company does not know whether investor interest in the Company
will lead to the development of a more active trading market. The market prices
and trading volumes for securities of emerging companies, such as the Company,
historically have been highly volatile and have experienced significant
fluctuations both related and unrelated to the operating performance of those
companies. The price of the Company's common stock may fluctuate widely,
depending on many factors, including factors that may cause the Company's
quarterly operating results to fluctuate as well as market expectations and
other factors beyond the Company's control.

                                       16
<PAGE>

Item 8:  Financial Statements and Supplemental Data

         See Financial Data Section appearing on pages F1-F18 following the
signature page.


Item 9:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

         None

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Set forth below are the names, ages, and the position and offices held by each
of the directors and executive officers of the Company.

Name                       Age               Position and Office
-----------------          ----              ----------------------------------
Lawrence Burstein          59                Chairman / Director
Arnold Gans                68                President / Director
Myra Gans                  64                Executive Vice President/Director

         LAWRENCE BURSTEIN, Chairman, is and since March 1996 has been
President, a Director and principal shareholder of Unity Venture Capital
Associates, a private investment banking firm. Mr. Burstein is a director of
four other public companies, being respectively, CAS Medical Systems, Inc.
engaged in the manufacture and marketing of specially formulated medical foods,
and T-HQ, Inc., a developer of electronic game cartridges, Traffix, Inc., an
Internet marketing company, and ID Systems, Inc., a manufacturer and marketer of
systems to monitor physical assets.

         ARNOLD GANS has been President and a director of the Company since its
formation in 1981. Prior thereto, Mr. Gans had been involved in the weight
control market for over 25 years during which time he, among other things,
developed certain appetite suppressants and anti-obesity programs. Prior to
founding the Company in 1981, Mr. Gans was President of Control Drug, Inc. a
private company engaged in the manufacture of nutritional protein supplements.
Mr. Gans was granted patents in 1977 for method-use manufacturing for certain
nutritional formula processes relating to the use of certain foods (EMF) to
treat nutritional deficiency, which he has assigned to the Company.

         MYRA GANS, wife of Arnold Gans, the Company's president, has been
Executive Vice President of and a director of the Company since 1982. Mrs. Gans
has been an executive at MNI since 1981 and was employed at Control Drug, Inc.
as Vice President-Sales for five years prior thereto. She has worked extensively
with medical professionals and hospitals to integrate company products and
programs. Currently, her responsibilities include securing Medicare and Medicaid
approvals from each state for the EMF product sold to nursing and convalescent
homes, hospitals, dialysis units and pharmacies.

         Directors of the Company hold office until the next annual meeting of
the Company's shareholders and until their successors have been duly elected and
qualified. None of the Company's Directors receives compensation for his
services as such.

                                       17
<PAGE>

         Officers of the Company serve at the pleasure of the Board of Directors
and until the first meeting of the Board of Directors following the next annual
meeting of the Company's shareholders and until their successors have been
elected and qualified.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

         Pursuant to Section 16(a) of the Securities Exchange Act of 1934 (the
"Exchange Act") and the rules issued thereunder, the Company's executive
officers and directors are required to file with the Securities and Exchange
Commission and the National Association of Securities Dealers, Inc. reports of
ownership and changes in ownership of Common Stock. Copies of such reports are
required to be furnished to the Company. Arnold Gans did not timely file a Form
4 with respect to the grant to him of 750,000 options in August, 1999 and the
purchase of 133,340 shares of Common Stock and Myra Gans did not timely file a
Form 4 with respect to the same 750,000 options granted to her in August 1999
and the same purchase of 133,340 shares of Common Stock. A Form 5 was filed by
both on February 16, 2000. The Company believes that during the year ended 2002,
one of its directors did not timely file documents in accordance with the
requirements of Section 16(a) with respect to the granting of 500,000 options at
an exercise price of $0.03 per share. As of January 31, 2002, none of the
options were exercised.

Item 11.  EXECUTIVE COMPENSATION

(a)      CASH COMPENSATION

               The following table summarizes the compensation paid in the
               fiscal years ended January 31, 2002, 2001, & 2000 respectively,
               to the Company's Chief Executive Officer and Executive Vice
               President.

                           SUMMARY COMPENSATION TABLE

                                                                LONG TERM
NAME AND PRINCIPAL POSITION       ANNUAL COMPENSATION     COMPENSATION AWARDS(b)
                                  -------------------
                                  YEAR       SALARY           STOCK OPTIONS
                                  ----      ---------         --------------
Arnold Gans
   President (CEO)                2002     $129,230            2,050,000 (a)
                                  2001     $156,923
                                  2000     $140,000              750,000 (a)

Myra Gans
   Executive Vice President       2002     $ 84,615            2,050,000 (a)
     & Secretary                  2001     $ 98,961
                                  2000     $ 85,000              750,000 (a)

(a) Owned jointly by Mr. and Mrs. Gans.
(b) The Company does not offer any restricted stock awards, stock appreciation
rights, or other long-term incentive programs.

                                       18
<PAGE>

                 AGGREGATED OPTION EXERCISE IN LAST FISCAL YEAR
                        AND FISCAL YEAR END OPTION VALUES

                    NUMBER OF SECURITIES             VALUE OF UNEXERCISED
                    UNDERLYING UNEXERCISED           IN-THE-MONEY OPTIONS
                    OPTIONS AT YEAR END (#)          AT FISCAL YEAR END ($)(a)
                  ----------------------------     -----------------------------

NAME              EXERCISABLE    UNEXERCISABLE     EXERCISABLE     UNEXERCISABLE

Arnold Gans(a)     4,100,000          --              $41,000           $ --
Myra Gans  (a)     4,100,000          --              $41,000           $ --
--------------
(a) Owned jointly by Mr. And Mrs. Gans.

<TABLE>
<CAPTION>

OPTIONS GRANT IN LAST FISCAL YEAR

                        OPTIONS GRANT IN LAST FISCAL YEAR
----------------------------------------------------------------------------------------- ------------------------------
February 1, 2001 - January 31, 2002                                                          Potential realizable value
                                                                                             at assumed annual rates of
                                                                                            stock price appreciation for
                                                                                                  option term(1)
Individual Grants
--------------------- ------------------- ------------------- ------------ -------------- --------------- --------------
                                               Percent
                                               of total
                            Number           options/SARs
                        of securities          granted
                          underlying              to           Exercise
                         option/SARs          employees         or base                         5%             10%
                           granted            in fiscal          price      Expiration       ($)$ (2)        ($)$(2)
Name                         (#)                 year           ($/Sh)         date
--------------------- ------------------- ------------------- ------------ -------------- --------------- --------------
<S>                      <C>                     <C>             <C>         <C>             <C>             <C>
Arnold Gans              2,050,000(a)            80%             $0.03       10/16/06        $16,991         $37,546
--------------------- ------------------- ------------------- ------------ -------------- --------------- --------------
Myra Gans                2,050,000(a)            80%             $0.03       10/16/06        $16,991         $37,456
--------------------- ------------------- ------------------- ------------ -------------- --------------- --------------
</TABLE>

     1.  In accordance with Securities and Exchange Commission rules, these
         columns show gains that might exist for the respective options,
         assuming that the market price of Gender Sciences, Inc. common stock
         appreciates from the date of grant over a period of 10 years at the
         annualized rates of 5% and 10%, respectively. If the stock price does
         not increase above the exercise price at the time of exercise, realized
         value to the named executives from these options will be zero.

     2.  Only reflects a five year period in accordance with the expiration date
         of the options.

(a) Owned jointly by Mr. And Mrs. Gans.

EMPLOYMENT AGREEMENTS

         None of the Company's executive officers is presently a party to an
employment agreement with the Company.

                                       19
<PAGE>

(a)      COMPENSATION PURSUANT TO PLANS
           None.

(b)      OTHER COMPENSATION
           None.

(d)      COMPENSATION OF DIRECTORS

           Directors receive no compensation for their services as such.

(e)      TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS

           None.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the Company's
outstanding common stock beneficially owned on January 31, 2002 by (i) each
person who is known by the Company to beneficially own or exercise voting or
dispositive control over at least 5% of the Company's common stock, (ii) each of
the Company's directors and (iii) all of the Company's executive officers and
directors as a group:

NAMES AND ADDRESSES             NUMBER OF SHARES
OF BENEFICIAL OWNER             BENEFICIALLY OWNED(1)    PERCENTAGE OF CLASS(1)
-------------------             ---------------------    ----------------------

Arnold Gans                         4,449,830 (2)                10.4%
10-West Forest Avenue,
Englewood, NJ 07631

Myra Gans                           4,449,830 (2)                10.4%
10 West Forest Avenue,
Englewood, New Jersey 07631

Lawrence Burstein                   1,692,750 (3)                 3.5%
245 Fifth Avenue,
New York, New York 10016

Alan Gaines                         3,320,913 (4)                 7.7%
7 Wakeman Road
Westport, CT  06880

All directors and executive
officers as a group
(4 persons) (3) (4)                 6,463,493                    22.1%

     (1) Includes all shares issuable pursuant to presently exercisable options
         as well as all such options that will become exercisable within 60 days
         of the date hereof. Except as otherwise indicated, all shares are
         beneficially owned, and the persons named herein hold their sole
         investment and voting power.

     (2) Includes 349,830 shares that are owned by Arnold and Myra Gans; also,
         these include 4,100,000 stock options that are owned jointly by Mr. And
         Mrs. Gans of which 2,050,000 options are exercisable at $.03 per share
         through November 1, 2004, and 2,050,000 options are exercisable at $.03
         per share through October 16, 2006. Does not include a total of
         4,970,068 options granted on April 1, 2002 at an exercise price of
         $0.02 per share.

                                       20
<PAGE>

     (3) Includes options to acquire an aggregate of 300,000 shares exercisable
         at $.10 per share through November 1, 2004, and options to acquire an
         aggregate of 500,000 shares exercisable at $.03 per share through
         October 16, 2006. Excludes 8,863 shares owned by Trinity Pension Trust,
         of which Mr. Burstein is a trustee and beneficiary and 1,333,331 shares
         owned by Unity Venture Capital Associates Ltd. and options for Unity
         Venture Capital Associates Ltd. to acquire an aggregate of 900,000
         shares exercisable at $.03 per share through October 16, 2006. Mr.
         Burstein is a Director, President and principal shareholder of Unity
         Capital. Unity Venture Capital Associates Ltd. also has loaned the
         Company a total of $245,000 bearing interest at 10% per annum.

     (4) Includes options to acquire an aggregate of 300,000 shares exercisable
         at $.10 per share through November 1, 2004.


Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Between February 2001 and August 2001, Arnold Gans guaranteed the
Company's bank credit lines of approximately $100,000. Included in Notes Payable
at January 31, 2002 is approximately $90,800 resulting from these credit lines.
These amounts accrue interest at rates varying from 19% to 27%. In November
2001, Arnold and Myra Gans borrowed $150,000 and loaned the proceeds to the
Company. The Company recorded a $150,000 liability to Arnold and Myra Gans and
agreed to a repayment schedule equal to the repayment schedule of the loan. The
balance at January 31, 2002, is $150,000 and is included in "Loans Payable -
officer and shareholder". In addition, to the advances by Arnold and Myra Gans,
Unity Venture Capital Associates Ltd., an affiliate of Mr. Lawrence Burstein,
advanced the Company a total of $245,000. Subsequent to January 31, 2002 in
recognition of the loans to the Company by Arnold and Myra Gans and certain
salary deferments (totaling $56,153.87), Arnold and Myra Gans were awarded a
total of 4, 970, 068 options exercisable at $0.02 per share. In addition, a
consultant to the Company was awarded on April 2, 2002, a total of 5,029,932
options exercisable at $0.02 per share.

PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
            (a) FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
                      (i) FINANCIAL STATEMENTS
                          Report of Independent Auditors

                          Consolidated Balance Sheets - January 31, 2002 and
                          2001.

                          Consolidated Statements of Operations for the years
                          ended January 31, 2002, 2001, and 2000.

                          Consolidated Statements of Stockholders' Equity for
                          the years ended January 31, 2002, 2001, and 2000.

                          Consolidated Statements of Cash Flows for the years
                          ended January 31, 2002, 2001, and 2000.

                          Notes to Consolidated Financial Statements.

                                       21
<PAGE>

SIGNATURES

         Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

Dated: May 15, 2001                    GENDER SCIENCES INC.


                                       By: /s/ ARNOLD GANS
                                           -------------------------------------
                                           Arnold Gans, President

         Pursuant to the requirements of the Securities Exchange Act of 1934,
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/ LAWRENCE BURSTEIN        Chairman and Director
-------------------------    (Principal Executive Officer)     May 15, 2002
 Lawrence Burstein


 /s/ ARNOLD GANS             President (Principal
-------------------------    Operating Officer and
 Arnold Gans                 Principal Accounting
                             and Financial Officer
                             and Director)                     May 15, 2002


 /s/ MYRA GANS               Vice President,
-------------------------    Secretary, and Director           May 15, 2002
 Myra Gans

                                       22
<PAGE>

                              GENDER SCIENCES, INC.

                          INDEX TO FINANCIAL STATEMENTS

                                                                            Page

Report of Independent Auditors                                               F-2

Consolidated Balance Sheets at January 31, 2002 and 2001                     F-3

Consolidated Statements of Operations for the Years Ended
January 31, 2002, 2001 and 2000                                              F-4

Consolidated Statements of Stockholders' Equity for the Years Ended
January 31, 2002, 2001 and 2000                                              F-5

Consolidated Statements of Cash Flows for the Years Ended
January 31, 2002, 2001 and 2000                                              F-6

Notes to Consolidated Financial Statements                            F-7 - F-18

                                      F-1
<PAGE>

                            GOLDSTEIN & GANZ, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS
                               98 CUTTERMILL ROAD
                           GREAT NECK, NEW YORK 11021
                                  ------------

                                 (516) 487-0110
                            Facsimile (516) 487-2928

                                                Member of the American Institute
                                                of Certified Public Accountants,
                                                SEC Practice Section

                                                Member of The New York State
                                                Society of Certified Public
                                                Accountants

                         REPORT OF INDEPENDENT AUDITORS

To the Board of Directors of
Gender Sciences, Inc., F/K/A The MNI Group Inc.

         We have audited the accompanying consolidated balance sheets of Gender
Sciences, Inc. F/K/A The MNI Group, Inc. as of January 31, 2002 and January 31,
2001 and the related consolidated statements of operations, stockholders'
equity, and cash flows for the years ending January 31, 2002, 2001 and 2000.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

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

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Gender Sciences,
Inc. F/K/A The MNI Group, Inc. as of January 31, 2002 and January 31, 2001, and
the results of its operations and cash flows for the years ending January 31,
2002, 2001 and 2000 in conformity with generally accepted accounting principles.

         The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
8 to the financial statements, the Company has suffered recurring losses from
operations, a decline in revenue and net capital deficiencies 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 8. The consolidated
financial statements do not include any adjustments relating to the
recoverability or reclassification of any asset or liability that might result
from the outcome of this uncertainty.

                                       Goldstein & Ganz, CPA's, PC
Great Neck, NY
May 2, 2002

                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                 GENDER SCIENCES, INC. F/K/A THE MNI GROUP, INC.
                           CONSOLIDATED BALANCE SHEETS


                                     ASSETS
                                     ------                               January 31
                                                                 ---------------------------
Current Assets                                                       2002            2001
                                                                 ------------   ------------
<S>                                                              <C>            <C>
 Cash                                                            $      4,500   $     32,700
 Accounts receivable (net of allowance for doubtful
  accounts of $0 in 2002 and 2001)                                     77,600         81,200
 Inventories                                                           52,200         92,800
 Other current assets                                                     800         66,800
                                                                 ------------   ------------
    Total current assets                                              135,100        273,500
Fixed assets, net of accumulated depreciation of
 $102,600 and $102,400, respectively                                   25,600        133,200
Other assets:
 Security deposits                                                     15,200         15,200
 Trademark, net of amortization                                             -          3,700
                                                                 ------------   ------------

                                                                 $    175,900   $    425,600
                                                                 ============   ============
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current liabilities:
 Accounts payable and accrued expenses                           $    347,100   $    166,500
 Short-term debt                                                      112,300         64,000
 Loans payable - officer and stockholder                              395,000        130,000
                                                                 ------------   ------------
    Total current liabilities                                         854,400        360,500
                                                                 ------------   ------------
Stockholders' equity:

 Common stock, no par value; 70,000,000 shares authorized
 at January 31, 2002 and 2001, 29,359,680 shares issued and
 outstanding at January 31, 2002 and 2001                           9,562,800      9,562,800
 Accumulated deficit                                              (10,230,900)    (9,487,300)
                                                                 ------------   ------------
                                                                     (668,100)        75,500
 Less: Treasury stock, at cost                                        (10,400)       (10,400)
                                                                 ------------   ------------
Total stockholders' equity (deficit)                                 (678,500)        65,100
                                                                 ------------   ------------

                                                                 $    175,900   $    425,600
                                                                 ============   ============
</TABLE>

                 See notes to consolidated financial statements.

                                       F-3
<PAGE>
<TABLE>
<CAPTION>
                 GENDER SCIENCES, INC. F/K/A THE MNI GROUP, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                   Years Ended January 31,
                                                      ----------------------------------------------
                                                           2002             2001             2000
                                                      ------------     ------------     ------------
<S>                                                   <C>              <C>              <C>
Sales                                                 $    488,200     $    627,500     $    443,200
Cost of sales                                              303,700          311,800          267,600
                                                      ------------     ------------     ------------
   Gross profit                                            184,500          315,700          175,600

Selling, general and administrative expenses               746,600          980,100          645,600
Web site costs                                             116,700          379,600          167,200
Advertising expense                                              -           12,100            6,400
                                                      ------------     ------------     ------------
   Operating (loss)                                       (678,800)      (1,056,100)        (643,600)
                                                      ------------     ------------     ------------
Other income (expense):
   Interest income                                               -           12,100            9,000
   Interest (expense)                                      (64,800)        (140,300)         (94,700)
                                                      ------------     ------------     ------------
      Total other income (expense)                         (64,800)        (128,200)         (85,700)
                                                      ------------     ------------     ------------
Net (loss) before extraordinary items and
 provision for income taxes                               (743,600)      (1,184,300)        (729,300)
Extraordinary items:
 Forgiveness of debt                                             -           13,800          337,500
 Extinguishment of minority interest                             -                -          147,600
                                                      ------------     ------------     ------------
Net income from extraordinary items                              -           13,800          485,100
                                                      ------------     ------------     ------------

(Loss) before provision for income taxes                  (743,600)      (1,170,500)        (244,200)
Provision for income taxes                                       -                -                -
                                                      ------------     ------------     ------------
Net (loss)                                               ($743,600)     ($1,170,500)       ($244,200)
                                                      ============     ============     ============
Basic and diluted per share data:
   Operating (loss)                                         ($0.03)          ($0.12)          ($0.18)
   Net income from extraordinary items                           -                -             0.12
                                                      ------------     ------------     ------------
   Net (loss)                                               ($0.03)          ($0.12)          ($0.06)
                                                      ============     ============     ============

Weighted average number of shares outstanding           29,359,680        9,981,743        3,979,015
                                                      ============     ============     ============
</TABLE>

                 See notes to consolidated financial statements.

                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                 GENDER SCIENCES, INC. F/K/A THE MNI GROUP, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                   YEARS ENDED JANUARY 31, 2002, 2001 AND 2000

                                                     Common Stock             Accumulated        Treasury           Total
                                                Shares          Amount          Deficit            Stock           Equity
                                              ----------     ------------     ------------     ------------     ------------
<S>                                            <C>           <C>              <C>              <C>                <C>
Balance, January 31, 1999                      4,085,709     $  7,276,400     ($ 8,072,600)    $        -          ($796,200)

Shares repurchased in connection with
settlement with LN Investment Capital
                                              (1,536,030)             -                -           (100,000)        (100,000)

Shares issued as payment of services
performed                                        300,000           37,500              -                -             37,500

Sale of treasury stock                         1,261,030              -                -             89,600           89,600

Net (loss)                                           -                -           (244,200)             -           (244,200)
                                              ----------     ------------     ------------     ------------     ------------
Balance, January 31, 2000                      4,110,709        7,313,900       (8,316,800)         (10,400)      (1,013,300)

Shares issued in connection with the
payment of expenses                              122,974            5,000              -                -              5,000

Shares issued in connection with the
conversion of debentures to equity            24,725,997        2,213,900              -                -          2,213,900

Shares issued as payment for various
obligations                                      400,000           30,000              -                -             30,000

Net (loss)                                           -                -         (1,170,500)             -         (1,170,500)
                                              ----------     ------------     ------------     ------------     ------------

Balance, January 31,2001                      29,359,680        9,562,800       (9,487,300)         (10,400)          65,100

Net (loss)                                           -                -           (743,600)             -           (743,600)
                                              ----------     ------------     ------------     ------------     ------------

Balance, January 31,2002                      29,359,680     $  9,562,800     ($10,230,900)       ($ 10,400)       ($678,500)
                                              ==========     ============     ============     ============     ============
</TABLE>

                 See notes to consolidated financial statements.

                                       F-5
<PAGE>
<TABLE>
<CAPTION>
                 GENDER SCIENCES, INC. F/K/A THE MNI GROUP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                Years Ended January 31,
                                                      -------------------------------------------
                                                          2002            2001           2000
                                                      -----------     -----------    -----------
<S>                                                     <C>           <C>              <C>
Cash flows from operating activities:
  Net (loss)                                            ($743,600)    ($1,170,500)     ($244,200)
  Adjustments to reconcile net (loss) to
    net cash provided (used) by operating
    activities:
      Extraordinary items:
        Foregiveness of debt                                    -         (13,800)      (337,500)
        Extinguishment of minority interest                     -               -       (147,600)
      Payment of services with common stock                     -           5,000         37,500
      Payment of interest with common stock                     -         134,100              -
      Depreciation and amortization                         7,300          11,400         (2,500)
      Write-off capitalized web site costs                100,300               -              -
      Write-off trade marks                                 3,700               -              -
  Changes in operating assets and liabilities:
      Accounts receivable                                   3,600         (67,200)        72,800
      Inventories                                          40,600          (9,400)       (43,100)
      Other assets                                         66,000         (43,800)       (22,100)
      Accounts payable and accrued expenses               180,600          42,700         51,300
                                                      -----------     -----------    -----------
Net cash (used) for operating activities                 (341,500)     (1,111,500)      (635,400)
                                                      -----------     -----------    -----------
Cash flows from investing activities:
  Purchase of equipment                                         -        (134,800)       (10,600)
  Trademarks                                                    -          (3,700)             -
                                                      -----------     -----------    -----------
Net cash (used) for investing activities                        -        (138,500)       (10,600)
                                                      -----------     -----------    -----------
Cash flows from financing activities:
  Redemption of stock in settlement                             -               -       (100,000)
  Proceeds from sale of treasury stock                          -               -         89,600
  (Decrease) increase in loans from stockholder           115,000         130,000       (172,500)
  Proceeds from loans from officer                        150,000               -              -
  (Decrease) increase in short-term debt                   48,300           3,000        (47,700)
  Proceeds from sale of debentures                              -         500,000      1,521,300
                                                      -----------     -----------    -----------
Net cash provided by financing activities                 313,300         633,000      1,290,700
                                                      -----------     -----------    -----------

Increase (decrease) in cash                               (28,200)       (617,000)       644,700
Cash, beginning of year                                    32,700         649,700          5,000
                                                      -----------     -----------    -----------
Cash, end of year                                     $     4,500     $    32,700    $   649,700
                                                      ===========     ===========    ===========
Supplemental information:
  Cash expended for:
    Interest expense                                  $    42,600     $    32,600    $    32,600
    Federal income taxes                                        -               -              -
</TABLE>

                 See notes to consolidated financial statements.

                                       F-6
<PAGE>

                 GENDER SCIENCES, INC. F/K/A THE MNI GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 31, 2002

Note 1.  Organization and Business:
         -------------------------

         Gender Sciences, Inc., (F/K/A The MNI Group, Inc.), a New Jersey
corporation organized in 1981 and its subsidiaries has primarily been engaged in
the development and distribution of nutritional and health products. The Company
develops and distributes targeted, uniquely engineered, Nutrition-Medicine
products for the Anti-Aging, Weight Loss, and Elder Care markets within the
medical, institutional, and mass-market communities. The products are sold under
the Company's label or alternatively under private label for various
distribution channels.

         In May 1993, the Company organized NutraPet Labs, Inc. (NutraPet) for
the purpose of developing and marketing pet products. The Company subsequently
issued 313,000 shares of NutraPet common stock for $313,000 in a private
placement.

         On October 19, 2000, at the Company's annual meeting, the stockholders
voted to change the Company's name to Gender Sciences, Inc.

Note 2.  Significant Accounting Policies:
         -------------------------------

         Principles of consolidation - The consolidated financial statements
     include the accounts of the Company and its wholly-owned and majority-owned
     subsidiaries after elimination of intercompany accounts and transactions
     for ongoing activities.

         Inventories - Inventories, which consist primarily of purchased
     finished foods, are stated at the lower of cost or market using the
     "first-in, first-out" (FIFO) cost method.

         Fixed Assets - Furniture, fixtures and equipment, and leasehold
     improvements are stated at cost and depreciated and amortized over their
     estimated useful lives using the straight-line method for financial
     reporting purposes. Expenditures for repairs and maintenance, which do not
     extend the useful life of the property, are expensed as incurred. The
     estimated useful lives of the assets are as follows:

               Furniture, fixtures and equipment           5-10 years
               Leasehold improvements                       3-7 years

         Research and development - The Company and its subsidiaries utilize
     independent third parties to design and test certain products. These
     expenditures are accounted for as research and development costs and are
     expensed as incurred.

         Web Site Development Costs - Costs to develop the Company's web site,
     including the cost of developing services offered to visitors of the web
     site, are accounted for under Statement of Position No. 98-1 "Accounting
     for Costs of Computer Software Developed or Obtained for Internal Use".
     Through the third quarter of the year ended January 31, 2001, such costs
     were incurred during the preliminary project stage and, accordingly, were
     expensed. Since that time, such costs were capitalized and were amortized
     over a five year period. During the year ended January 31, 2002, the
     Company closed its website and all capitalized costs related to the
     development of the website were written off.

                                       F-7
<PAGE>

                 GENDER SCIENCES, INC. F/K/A THE MNI GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 31, 2002

Note 2.  Significant Accounting Policies (continued):
         -------------------------------------------

         Income taxes - The Company provides for income taxes in accordance with
     Statement of Financial Accounting Standards No. 109 (SFAS 109)"Accounting
     for Income Taxes". SFAS 109 requires the recognition of deferred tax
     liabilities and assets for the expected future tax consequences of
     temporary differences between the financial statement carrying amounts and
     the tax basis of assets and liabilities.

         Revenue recognition - Revenue is recognized upon shipment of products
     to customers.

         Earnings per share - The consolidated financial statements are
     presented in accordance with Statement of Financial Accounting Standards
     No. 128 (SFAS 128), "Earnings per Share". Basic earnings per common share
     are computed using the weighted average number of common shares outstanding
     during the period. Diluted earnings per common share incorporate the
     incremental shares issuable upon the assumed exercise of stock options and
     warrants. In accordance with SFAS 128, diluted earnings per share are not
     presented in years during which the Company incurred a loss from
     operations.

         Impact of New Accounting Standards - In July 2001, the Financial
     Accounting Standards Board ("FASB") issued SFAS 141, "Business
     Combinations", and SFAS 142, "Goodwill and Other Intangible Assets". SFAS
     141 did not have a material effect on the Company's results of operations
     or financial position. SFAS 142 requires that good will be tested for
     impairment under certain circumstances, and written off when impaired,
     rather than being amortized as previous standards required. The Company
     adopted the provisions of SFAS 142 in the third quarter of fiscal 2001 for
     new acquisitions. SFAS 142 will be applied to previously acquired
     intangibles in the first quarter of fiscal 2003. The adoption of SFAS 142
     did not have a material effect on the Company's results of operations or
     financial position.

         Goodwill - Goodwill represents the amount paid in consideration for an
     acquisition in excess of the net tangible assets acquired. For acquisitions
     prior to June 30, 2001, the Company continued to amortize goodwill through
     January 31, 2002. The Company conducts tests for impairment and goodwill
     that is determined to have become impaired is written off.

         Carrying Values of Long-Lived Assets - The Company evaluates the
     carrying values of its long-lived assets to be held and used in the
     business by reviewing undiscounted cash flows by operating unit. Such
     evaluations are performed whenever events and circumstances indicate that
     the carrying amount of an asset may not be recoverable. If the sum of the
     projected undiscounted cash flows over the remaining lives of the related
     assets does not exceed the carrying values of the assets, the carrying
     values are adjusted for the differences between the fair values and the
     carrying values.

         Intangible Assets - The capitalized cost of intangible assets are
     amortized over their expected period of benefit on a straight-line basis,
     generally 20 years for trademarks and 15 to 40 years for goodwill. However,
     SFAS 142 will be applied to intangibles acquired prior to the third quarter
     of fiscal 2002.

                                       F-8
<PAGE>

                 GENDER SCIENCES, INC. F/K/A THE MNI GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 31, 2002

Note 2.  Significant Accounting Policies (continued):
         -------------------------------------------

         Use of estimates - In preparing financial statements in conformity with
     generally accepted accounting principles, management is required to make
     estimates and assumptions that affect the reported amounts of assets and
     liabilities and the disclosures of contingent assets and liabilities at the
     date of the financial statements and revenues and expenses during the
     reporting period. Actual results could differ from those estimates.

         Reclassification - Certain amounts in the January 31, 2001 financial
     statements were reclassified to conform to the January 31, 2002
     presentation.

Note 3.  Fixed Assets:
         ------------

         Fixed assets consisted of the following at January 31, 2002 and 2001,
     respectively:

                                                           January 31,
                                                      ---------------------
                                                        2002         2001
                                                      --------     --------
              Furniture, fixtures and equipment       $103,000     $103,000
              Leasehold improvements                    25,200       25,200
              Web site development costs                     -      107,400
                                                      --------     --------
                                                       128,200      235,600
              Less:  accumulated depreciation
                     and amortization                  102,600      102,400
                                                      --------     --------

                                                      $ 25,600     $133,200
                                                      --------     --------

Note 4.  Notes Payable:
         -------------

         In November 1991, Family Weight Loss Centers, Inc. (FWLC), (a former
     subsidiary of Gender Sciences), filed a petition for bankruptcy proceedings
     pursuant to Chapter 7 of the federal bankruptcy statutes. This petition
     provided for complete liquidation of all of the corporate assets and
     liabilities. FWLC was an affiliate of a stockholder of the Company.

         Subsequent to the bankruptcy filing, the Company agreed to satisfy an
     outstanding $4,000,000 obligation, which it had guaranteed as part of the
     FWLC acquisition. The guarantee was in the form of a term note to Fleet
     Bank, NA. The Company agreed to satisfy the obligation by the payment of
     $125,000, issuance of a three year note in the amount of $125,000, with
     interest at the bank's prime rate, and the issuance of warrants to purchase
     750,000 shares of the Company's common stock at a price of $.01 per share,
     expiring in February 2002. In February 1995, the Company agreed to
     liquidate the three-year note in the amount of $125,000 by the payment of
     42 monthly payments in the amount of $2,976 each plus interest at the prime
     rate commencing in August 1995. At January 31, 2000, the balance
     outstanding was $23,800. During the year ended January 31, 2001 the Company
     negotiated a payoff settlement with Fleet Bank, which resulted in
     forgiveness of debt of $13,800. Interest charged to expense on this debt
     was $600 and $3,800, for the years ended January 31, 2001 and 2000,
     respectively.

                                       F-9
<PAGE>

                 GENDER SCIENCES, INC. F/K/A THE MNI GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 31, 2002

Note 4.  Notes Payable (continued):
         -------------------------

         The Company borrowed $50,000 from PNC Bank on January 29, 1998. The
     maturity date of the loan was January 29, 1999, with interest accruing at
     the rate of 10.25% per annum. During the year ended January 31, 1999, this
     loan was converted to a demand note. Principal and interest payments are
     being made on a monthly basis. Interest paid during the year ending January
     31, 2002, was approximately $2,500. At January 31, 2002 and 2001, the
     outstanding balance was approximately $21,500 and $30,000, respectively.

         An officer of the Company guaranteed the Company's bank credit lines of
     approximately $100,000. Included in Short Term Debt at January 31, 2002 is
     approximately $90,800 resulting from these credit lines. These amounts
     accrue interest at rates varying from 19% to 27%.

     Loans Payable - officer and stockholder

         From time to time the Company's chief operating officer has made
     advances to the Company for working capital purposes. Interest on these
     advances was charged at rates varying from 11% to 18%. The balance due at
     January 31, 1999, was $196,300 and the highest balance due during the 2000
     fiscal year was $230,800. The total of all repayments during the year,
     including interest, amounted to $278,200. At January 31, 2000, all advances
     were repaid and, accordingly, no balance remained outstanding. No advances
     were made during fiscal 2001.

         During the fourth quarter of fiscal 2001, the Company received an
     advance of $130,000 from an affiliate of the Chairman of the Board which
     company is also a stockholder. During fiscal 2002, additional advances were
     received from this entity and the balance at January 31, 2002 owed to this
     entity is $245,000. Interest is being accrued at 10% per year and amounts
     to approximately $19,300, which is included in accrued expense at January
     31, 2002. No documentation has been prepared for this loan.

         An officer of the Company borrowed $150,000 and loaned the proceeds to
     the Company. The Company recorded a $150,000 liability to the officer and
     agreed to a repayment schedule equal to the repayment schedule of the
     officer's loan. The balance at January 31, 2002, is $150,000 and is
     included in "Loans Payable - officer and stockholder".

Note 5.  Lease Commitments:
         -----------------

         The Company leases an office and warehouse facility in New Jersey under
     a lease, which expires in December 2004. Total gross rental expense for the
     year ended January 31, 2002, 2001 and 2000 was approximately $85,000,
     $85,000 and $65,600, respectively. The Company sub-lets (on a month to
     month basis) a portion of its facility to various entities at an annual
     rental income of approximately $34,600, $33,800, and $34,600 for the years
     ended January 31, 2002, 2001 and 2000, respectively. The future minimum
     annual rental payments are as follows:

                                  Year ended January 31,
                                                    2003         65,800
                                                    2004         67,500
                                                    2005         61,900
                                                              ---------
               Total future minimum annual rent payments      $ 195,200
                                                              =========

                                      F-10
<PAGE>

                 GENDER SCIENCES, INC. F/K/A THE MNI GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 31, 2002

Note 5.  Lease Commitments (continued):
         -----------------------------

         The Company leases equipment under various operating leases. During the
     year ended January 31, 2002, the total payments under such leases were
     $21,000. The future minimum annual lease payments are as follows:


                                   Year ended January 31,
                                                     2003     $  18,600
                                                     2004        10,300
                                                     2005         3,700
                                                              ---------
               Total future minimum annual lease payments     $  32,600
                                                              =========

Note 6.  Stockholders' Equity:
         --------------------

         In February 1992, in connection with the bankruptcy of FWLC (see Note
     4) the Company issued to Fleet Bank warrants to purchase 750,000 shares of
     the Company's common stock. The warrants are exercisable at $.01 per share
     and expired in February 2002. At January 31, 2002, none of the options were
     exercised.

         In March 1992, three officers and directors of the Company were each
     granted options to purchase 125,000 shares of the Company's common stock
     plus 150,000 additional options, which vested over 60 months. The options
     are exercisable at $.10 per share. Upon the resignation of one of the
     officers, 150,000 options were cancelled. The original 125,000 options
     issued to this officer expired in 1999. In 1999, the options issued to the
     remaining two officers (275,000 each), were extended to November 2004 and
     in October 2001 in consideration for their efforts on behalf of the Company
     the exercise price was reduced to $0.03. At January 31, 2002, none of the
     options were exercised.

         In January 1996, as consideration to forego payment of past due salary,
     two officers of the Company were issued 375,000 options each exercisable at
     $.10 per share and in October 2001 in consideration for their efforts on
     behalf of the Company the exercise price was reduced to $0.03. The options
     expire in November 2004. At January 31, 2002, none of the options were
     exercised.

         In February 1997, as consideration for his efforts on behalf of the
     Company, an officer was issued options to purchase 100,000 shares of the
     Company's common stock at $.10 per share. The options expire in November
     2004. At January 31, 2002, none of the options were exercised.

         During 1999, the Company issued options to a consultant to purchase
     175,000 shares of the Company's common stock as additional consideration on
     behalf of his efforts in building the Company's web site. The options are
     exercisable 100,000 at $.10 per share and 75,000 at $.25 per share. All of
     these options expire November 2004. At January 31, 2002, none of the
     options were exercised.

         In July 1999, as consideration for his efforts on behalf of the
     Company, an officer was issued options to purchase 100,000 shares of the
     Company's common stock at $.10 per share. The options expire in November
     2004. At January 31, 2002, none of the options were exercised.

                                      F-11
<PAGE>

                 GENDER SCIENCES, INC. F/K/A THE MNI GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 31, 2002

Note 6.  Stockholders' Equity (continued):
         --------------------------------

         In August, 1999, options to purchase 750,000 shares of the Company's
     common stock which were previously issued to Lepercq Capital Management,
     were transferred to Arnold and Myra Gans, President and Vice President of
     the Company, respectively. These options were transferred as consideration
     for their efforts in developing Womens Health Network and in October 2001
     in further consideration for their efforts on behalf of the Company the
     exercise price was reduced to $0.03. Such options expire on November 1,
     2004. At January 31, 2002, none of the options were exercised.

         In October 1999, the Chairman and one director of the Company were each
     contingently awarded options to purchase a total of 300,000 shares of the
     Company's common stock at a price of $0.10 per share. The grant of these
     options was contingent upon the adoption of a stock option plan by the
     stockholders of the Company. On October 19, 2000, at the Company's annual
     meeting, the stockholders adopted the 2000 Long-Term Incentive Stock Option
     Plan and the options vested. At January 31, 2002, none of the options were
     exercised. The options will expire on November 1, 2004.

         In November 1999, options to purchase 335,000 shares of the Company's
     common stock were issued to various medical consultants and options to
     purchase 20,000 shares were issued to various other consultants. Such
     options expire on November 1, 2009. At January 31, 2002, none of the
     options were exercised.

         In December 1999, the Company issued options to purchase 5,250 shares
     and 500 shares of the Company's common stock as bonuses to employees and
     consultants, respectively. The options are exercisable at $.10 per share
     and expire November 2004. At January 31, 2002, none of the options were
     exercised.

         In February 2000, as consideration for accepting the terms of her
     employment agreement, an employee was issued 25,000 options exercisable at
     $.875 per share. The options expire in November 2004. At January 31, 2002,
     none of the options were exercised.

         In March 2000, the Company granted options to a member of its medical
     review board to purchase 100,000 shares of its common stock. Additionally,
     in March 2000, the Company granted options to a consultant to purchase
     1,000 shares of its common stock. Both options are exercisable at $.875 per
     share and expire on November 1, 2009 and November 1, 2004, respectively. At
     January 31, 2002, none of the options were exercised.

         In March 2000, the Company entered into an agreement with a consultant,
     which provided, in addition to cash consideration, options to purchase
     3,985,000 shares of common stock of the Company at an exercise price of
     $.875 per share. The options have a five year term and vest 20% upon grant
     and 20% on each six month anniversary of the date of grant. Further, the
     agreement provided, on substantially the same terms, options to purchase 1)
     - 500,000 shares for the Department of Medicine at Columbia University
     College of Physicians and Surgeons and, 2) - 413,500 shares for two
     individuals associated with the consultant. At January 31, 2002, none of
     the options were exercised.

                                      F-12
<PAGE>

                 GENDER SCIENCES, INC. F/K/A THE MNI GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 31, 2002

Note 6.  Stockholders' Equity (continued):
         --------------------------------

         Throughout the year ended January 31, 2001, as consideration for their
     efforts on behalf of the Company, two employees were issued options to
     purchase a total of 35,000 shares of the Company's common stock at prices
     between $0.25 and $0.375 per share. As consideration for accepting
     positions on the Company's Advisory Board, four individuals were issued a
     total of 85,000 options exercisable at prices ranging from $.10 to $.875
     per share. In addition, four consultants were issued options to purchase a
     total of 22,500 shares of the Company's common stock at prices ranging from
     $0.675 to $0.875. The options expire in November 2004. At January 31, 2002,
     none of the options were exercised.

         In May 2001, as consideration for efforts on behalf of the Company, an
     employee was issued options to purchase 5,000 shares of the Company's
     common stock at a price of $0.75 per share. The options expire in November
     2004. At January 31, 2002, none of the options were exercised.

         In September 2001, the Company entered into an agreement with a sales
     organization for the distribution of its products. The agreement allows for
     granting a total of up to 4,500,000 options to purchase the Company's stock
     upon meeting certain revenue and new client objectives. Through January 31,
     2002, 700,000 of the 4,500,000 options were granted and exercisable
     immediately at $0.03 per share. The options expire in November 2006. At
     January 31, 2002, none of the options were exercised.

         In October 2001, the Company's Board of Directors authorized the
     issuance of an additional 3,450,000 options to a shareholder and two
     officers of the Company. These options are exercisable at $.03 per share.
     In addition, an employee of the Company was granted 500,000 options
     exercisable at $.03 per share. At January 31, 2002, none of the options
     were exercised.

     Subordinated Debentures

         In November 1999, the Company completed a private placement for the
     principal amount $1,521,250 of 10% Convertible Debentures due October 1,
     2000. This private placement included the conversion of $390,000 of
     unsecured advances received earlier in that year. Under the terms of the
     Debentures, the principal dollar amount was convertible by the holders into
     the Company's common stock at $.075 per share. The Debentures were to be
     converted automatically upon the Company amending its Certificate of
     Incorporation to increase its authorized capitalization to not less than
     35,000,000 shares of common stock.

         During the year ended January 31, 2001, the Company sold $500,000 of
     additional debentures with terms similar to those sold in the prior fiscal
     year. However, these debentures were convertible at $0.25 per share.

         On October 19, 2000, at the Company's annual meeting, the stockholders
     voted to increase the authorized number of shares of the Company's common
     stock to 70,000,000. This resulted in the automatic conversion of the
     debenture sold during the current fiscal year plus the related accrued

                                      F-13
<PAGE>

                 GENDER SCIENCES, INC. F/K/A THE MNI GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 31, 2002

Note 6.  Stockholders' Equity (continued):
         --------------------------------

     interest to 2,388,826 shares. The original debentures matured on October 1,
     2000, and, therefore, did not automatically convert. Each original
     debenture holder elected to convert their debentures plus the accrued
     interest into the Company's common stock. Accordingly, during the fourth
     quarter of the Company's fiscal year, 2001 23,007,151 shares were issued
     for this conversion.

     2000 Long-Term Incentive Stock Plan

         On October 19, 2000, the stockholders approved the 2000 Long-Term
     Incentive Stock Plan (the Plan). Under the Plan, the Company may grant
     stock options, stock appreciation rights (SAR's) or stock awards. All
     employees of the Company are eligible to participate in the Plan. The Plan
     authorizes the issuance, in the aggregate, of up to 6,000,000 share of
     common stock. No stock option, SAR or other award, may be granted under the
     Plan after October 27, 2009. The maximum number of shares for which awards
     may be granted to any person in any fiscal year is 300,000. The purchase
     price per share for each stock option may not be less than 100% of the fair
     market value on the date of grant and may not be for more than ten years.
     In the case of incentive stock options granted to an optionee who, at the
     time of grant, owns stock representing more than 10% of the total combined
     voting power of all classes of stock of the Company, the exercise price per
     share may not be less than 110% of the fair market value on the date of
     grant and the option may not be exercisable for more than five years. At
     January 31, 2002, no options were granted from the Plan.

Note 7.  Income Taxes:
         ------------

         The Company has adopted the liability method of accounting for income
     taxes pursuant to SFAS 109. No recognition has been made of the possible
     benefits of available net operating loss carryforwards due to the
     uncertainty that future years' will provide income to be offset by such
     available benefits. Gender Sciences and its subsidiaries have net operating
     loss carryforwards of approximately $6,699,700, which could be available to
     reduce income otherwise subject to income tax. The possible deferred income
     tax benefits of such available net operating losses are estimated to be
     approximately $3,580,000 as of January 31, 2002, with a valuation allowance
     of an equal amount as follows:

                                               Year Ended January 31,
                                           2002          2001          2000
                                       -----------   -----------   -----------
Deferred tax asset                     $ 2,345,000   $ 2,085,000   $ 1,676,000

Allowance for deferred tax asset        (2,345,000)   (2,085,000)   (1,676,000)
                                       -----------   -----------   -----------
Net deferred tax asset                 $     -       $     -       $     -
                                       ===========   ===========   ===========

         Net operating losses carryovers of approximately $6,699,700 will expire
through 2020 as follows:

                                      F-14
<PAGE>

                  Years ending January 31, 2006          $   518,100
                   Year ending January 31, 2007            2,932,000
                   Year ending January 31, 2008              486,300
                   Year ending January 31, 2009               31,600
                   Year ending January 31, 2010              310,500
                   Year ending January 31, 2011               16,200
                   Year ending January 31, 2012               16,200
                   Year ending January 31, 2017              232,000
                   Year ending January 31, 2018              244,200
                   Year ending January 31, 2019            1,169,000
                   Year ending January 31, 2020              743,600
                                                         -----------
                                                         $ 6,699,700
                                                         ===========

Note 8.  Commitments and Contingencies:
         -----------------------------

     Government Regulations

         The Company's food and pet products are produced by third parties in
     various plants under applicable government regulations. The Company depends
     upon its vendors to comply with such regulations. Failure by such vendors
     to comply with the applicable regulations could result in fines and/or
     seizure of the food products. Presently, the Company is not a party to any
     such lawsuits. In addition, it has no commitments to its vendors for the
     purchase of either raw materials or finished product.

     Consulting Agreements

         In March 2000, the Company entered into an agreement with a consultant,
     which provided cash consideration and options to purchase shares of common
     stock of the Company (see Note 6). The options have a five-year term and
     vest over two years. Upon execution of the agreement, the Company paid the
     consultant $100,000 and became obligated to make an additional payment of
     $150,000 on the first anniversary of the agreement. The Company and the
     consultant have since amended the terms of the agreement, making subsequent
     payments contingent on the Company obtaining additional financing by June
     1, 2001. Such financing did not occur and the Company has not recorded a
     liability for the remaining $150,000 payment.

     Going Concern

         As shown in the accompanying financial statements, the Company's sales
     have decreased from $627,500 to $488,200. Losses from operations have
     decreased from ($1,184,300) to ($743,600) due to significant cost cutting
     measures. Additionally, the Company has negative working capital at January
     31, 2002, of ($719,300). The fact that the Company has continued to sustain
     losses and requires additional sources of cash to fund its operations,
     continues to create uncertainty about the Company's ability to continue as
     a going concern.

         Management of the Company has developed a plan to improve cash flow
     through expanding operations and raising additional funds either through
     the issuance of debt or equity. During fiscal years 2000 and 2001,
     management had directed its efforts toward the development of its
     non-biased gender based womens' healthcare Internet web site. In fiscal
     2002, because of the decline in interest in the Internet and, in particular
     the determination by the Company that its women's health website and its

                                      F-15
<PAGE>

                 GENDER SCIENCES, INC. F/K/A THE MNI GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 31, 2002

Note 8.  Commitments and Contingencies (continued):
         -----------------------------------------

     e-commerce initiative would not be successful, the Company elected to cease
     its Internet initiative and has focused its efforts on its off-line
     businesses. Presently, managements' efforts and the Company's resources are
     being directed toward new product development and direct sales and
     marketing to existing and new customers.

         During fiscal 2002 various officers and stockholders of the Company
     have made additional interest-bearing loans to the Company of approximately
     $265,000. The Company will require additional working capital until such
     time as profitability from various ventures and sales of existing products
     are achieved and the Company reaches break-even levels. The Company is
     actively seeking to raise additional capital. There can be no assurance
     that the Company will be successful in raising such funds and that if
     additional funds are raised, that the Company's decision to focus on
     off-line activities will result in achieving profitability.

         The ability of the Company to continue as a going concern is dependent
     upon its ability to raise additional funds and the success of managements'
     plan to expand operations. The Company anticipates that the additional
     financing, if successful as discussed above, will provide the necessary
     funds it requires for the balance of the year ending January 31, 2003. The
     financial statements do not include any adjustments that might be necessary
     if the Company is unable to continue as a going concern.

Note 9.  Major Customers:
         ---------------

         For the year ended January 31, 2002, two customers were responsible for
     approximately $214,300 in sales; representing approximately 44% of sales.
     For the year ended January 31, 2001, three customers were responsible for
     approximately $244,400 in sales; representing approximately 39% of sales.
     For the year ended January 31, 2000, one customer was responsible for
     approximately $75,800 in sales representing approximately 17% of total
     sales.

Note 10. Extraordinary Items:
         -------------------

     Forgiveness of Debt

         In August 1999, the Company entered into a settlement agreement with
     the former Chairman of the Company's board of directors and his affiliates,
     LePercq Capital Management Inc. (LePercq) and LN Investment Capital Ltd.
     Partnership (LNIC). The settlement provided that the Company repurchase
     from the former Chairman 1,536,030 shares of its common stock for $100,000
     (the current market value). Further, the Company's indebtedness of $165,000
     for consulting fees to LePercq and notes of $75,000 with additional accrued
     interest of $22,100 payable to LNIC were forgiven and options for 150,000
     shares of the Company's common stock were returned. Additionally, as part
     of the terms of the agreement, two of the Company's officers and directors
     agreed to forgive accrued salaries due them aggregating $75,000.

         In February 1995, the Company agreed to liquidate a three-year note
     payable to Fleet Bank in the amount of $125,000 by the payment of 42 equal
     monthly principal payments plus interest at the prime rate. At January 31,
     2000, the balance outstanding was $23,800.

                                      F-16
<PAGE>

                 GENDER SCIENCES, INC. F/K/A THE MNI GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 31, 2002

Note 10. Extraordinary Items (continued):
         -------------------------------

     During the year ended January 31, 2001, the Company negotiated a payoff
     settlement with Fleet Bank, which resulted in forgiveness of debt of
     $13,800.

     Extinguishment of minority interest

         In 1993, the Company sold a minority interest in one of its
     subsidiaries to third parties through a private offering. As a result, the
     Company recorded an obligation to minority shareholders representing their
     proportionate share of the subsidiary's equity. This liability changed from
     year to year as the equity of the subsidiary changed.

     Although the equity of the subsidiary was negative in recent years, the
     Company continued to reflect a liability to the minority shareholders. Due
     to the negative equity of the subsidiary as of January 31, 2000, and the
     absence of the Company's obligation to the minority shareholders, the
     liability was written off. When the subsidiary reestablishes a positive
     equity the Company will record a liability to reflect the minority
     interests' proportionate share.

Note 11. Distribution Agreement:
         ----------------------

         On January 30, 2001, the Company entered into a distribution agreement,
     which gave the Company the right to provide certain products to an entity,
     which has exclusive marketing and sales rights to such products. As part of
     the agreement, the Company was required to advance approximately $49,000
     for marketing and promotional expenses. Such advances were to be repaid out
     of profits during the first six months of the agreement. At January 31,
     2001, approximately $45,600 was reflected in Accounts Receivable on the
     Company's balance sheet.

         During fiscal 2002, this amount was written off because minimal
     activity had occurred under the distribution agreement and no amounts had
     been repaid to the Company.

                                      F-17
<PAGE>
<TABLE>
<CAPTION>
                 GENDER SCIENCES, INC. F/K/A THE MNI GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 31, 2002

Note 12. Segment Information:
         -------------------

         The Company organizes its business units into three reportable
     segments: nutritional support products, holistic products, and animal
     products.

                                             Nutritional                                  Adjustment
                                               Support        Holistic        Animal          &
                                               Products       Products       Products     Elimination   Consolidated
                                             -----------    -----------    -----------    -----------   ------------
<S>                                          <C>            <C>            <C>            <C>            <C>
Year Ended January 31, 2002
 Revenues from unaffiliated customers        $   355,000    $    88,500    $    44,700                   $   488,200
                                             ===========    ===========    ===========                   ===========
(Loss) from operations                         ($656,700)   $   (28,300)   $   (58,600)                    ($743,600)
                                             ===========    ===========    ===========                   ===========
 Identifiable assets at January 31, 2002     $   624,900    $    40,500    $   161,000    $  (650,500)   $   175,900
                                             ===========    ===========    ===========    ===========    ===========

Year Ended January 31, 2001
 Revenues from unaffiliated customers        $   456,500    $   100,000    $    71,000                   $   627,500
                                             ===========    ===========    ===========                   ===========
(Loss) from operations before
  extraordinary item                         ($1,239,700)   $    48,600         $6,800                   ($1,184,300)
                                             ===========    ===========    ===========                   ===========
 Identifiable assets at January 31, 2001     $   703,600    $    51,900    $   243,300      ($573,200)   $   425,600
                                             ===========    ===========    ===========    ===========    ===========
</TABLE>

         The accounting policies for the Company's segments are the same as
     those described in the summary of significant accounting policies. The
     Company evaluates performance based on profit or loss from operations
     before interest and income taxes, and excluding nonrecurring gains and
     losses.

         The Company's reportable business segments are strategic business units
     that offer different products and services. Each segment is managed as a
     separate unit and markets its products to a distinct class of customers.

<TABLE>
<CAPTION>
Note 13. Quarterly Results of Operations (unaudited):
         -------------------------------------------

     Below is a summary of the quarterly results of operations for each quarter
     of fiscal 2002 and 2001:

     2002                                      First         Second          Third          Fourth
     ----                                    ---------      ---------      ---------      ---------
<S>                                          <C>            <C>            <C>            <C>
     Sales                                   $  79,500      $ 140,800      $ 101,500      $ 166,400
     Gross Profit                               37,300         60,700         24,400         62,100
     Net Income (loss)                        (212,900)      (177,300)      (204,500)      (148,900)
     Net Income (loss) per common share         ($0.01)        ($0.01)        ($0.01)        ($0.01)

     2001
     ----
     Sales                                   $ 228,100      $ 125,500      $ 135,800      $ 138,100
     Gross Profit                              115,800         62,500         63,700         73,700
     Net Income (loss)                        (332,600)      (268,600)      (331,700)      (237,600)
     Net Income (loss) per common share         ($0.07)        ($0.06)        ($0.07)        ($0.01)
</TABLE>

                                      F-17
<PAGE>

                 GENDER SCIENCES, INC. F/K/A THE MNI GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 31, 2002

Note 14. Supplemental Cash Flow Information:
         -----------------------------------

         During the year ended January 31, 2001, the Company issued 122,674
shares of its common stock valued at $5,000, as payment in lieu of services
performed. Additionally, during the year ended January 31, 2001, the Company
issued 400,000 shares of common stock as payment of $30,000 of corporate
obligations. No shares of the Company's common stock were issued during the year
ended January 31, 2002.

Note 15. Subsequent Events:
         ------------------

         In April 2002 through May 10, 2002, the Company raised $145,000 (net of
commissions) from the sale of shares of its Common Stock at $0.02 per share.

         Also, in April 2002, the Company issued options for 10,100,000 shares
of the Company's common stock. All such options are exercisable at $0.02 per
share and expire in April 2007. Of these options, 4,970,068 were issued to two
of the Company's officers as consideration for their efforts on behalf of the
Company, and 5,029,932 were issued to one individual as consideration for
arranging the stock sale and for services as a consultant to the Company.

                                      F-18
<PAGE>

(b)      REPORTS ON FORM 8-K

           None.

(C)      EXHIBITS

           None.

                                      F-19