UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   Form 10-KSB

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

    For the fiscal year ended January 31, 2003
                              ----------------

                                       OR

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

    For the transition period from _______________________ to _____________

                         Commission file number 0-18349
                                                -------

                              Gender Sciences, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                New Jersey                              22-2383025
     --------------------------------       -----------------------------------
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
       incorporation or organization)


 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 under Section 12(b) of the Exchange Act:

                                      None

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

   Title of each class               Name of each exchange on which registered

      Common Stock                              OTC Bulletin Board
      ------------                              ------------------


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-B is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]


                                       1
<PAGE>


State issuer's revenues for its most recent fiscal year: $1,427,000
                                                         ----------


The aggregate market value of voting stock held by non-affiliates of the
registrant as of March 7, 2003 was approximately $6,818,408 (based on the
average of the closing bid price and closing ask price for shares of the
registrant's common stock as reported for the last trading date prior to that
date).


As of March 20, 2003, there were 1,855,349 shares of the registrant's common
stock outstanding.


Portions of the registrant's Proxy Statement for the 2003 Annual Meeting of
Shareholders scheduled to be held April 22, 2003 are incorporated by reference
in Part III hereof.

                                       2
<PAGE>



                                TABLE OF CONTENTS

         PART I                                       4
              Item 1                                  4
              Item 2                                 11
              Item 3                                 11
              Item 4                                 11

         PART II                                     12
              Item 5                                 12
              Item 6                                 12
              Item 7                                 15
              Item 8                                 15

         PART III                                    15
              Item 9                                 15
              Item 10                                16
              Item 11                                16
              Item 12                                16
              Item 13                                16
              Item 14                                18
         Signatures                                  19
         Power of Attorney                           19

                                       3
<PAGE>

                           FORWARD-LOOKING STATEMENTS

         This document contains "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. All statements other
than statements of historical fact are "forward-looking statements" for purposes
of federal and state securities laws, including, but not limited to, any
projections of earnings, revenue or other financial items; any statements of the
plans, strategies and objectives of management for future operations; any
statements concerning proposed new services or developments; any statements
regarding future economic conditions or performance; any statements of belief;
and any statements of assumptions underlying any of the foregoing.

         Forward-looking statements may include the words "may," "could,"
"will," "estimate," "intend," "continue," "believe," "expect" or "anticipate" or
other similar words. These forward-looking statements present our estimates and
assumptions only as of the date of this annual report. Except for our ongoing
obligation to disclose material information as required by the federal
securities laws, we do not intend, and undertake no obligation, to update an
forward-looking statements.

         Although we believe that the expectations reflected in any of our
forward-looking statements are reasonable, actual results could differ
materially from those projected or assumed or any of our forward-looking
statements. Our future financial condition and results of operations, as well as
any forward-looking statements, are subject to change and inherent risks and
uncertainties.

         For a detailed description of factors that could cause actual results
to differ materially from those expressed in any forward-looking statement,
please see "Risk Factors," beginning on page 9 below.


Item 1. BUSINESS
----------------

INTRODUCTION

        Gender Sciences, Inc. (the "Company") was incorporated in the State of
New Jersey in 1981. 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. Unless the context
otherwise requires, references to the Company in this report include Gender
Sciences, Inc. and its subsidiaries.

         In March 2003, Francis A. Newman, 54, was appointed Chief Executive
Officer. He replaces Arnold Gans, company founder, who remains as President. Mr.
Newman has been a director and consultant to the company since November 2002.


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.

         According to Nutrition Business Journal, sales in the nutraceutical
market in which the Company's products compete approach $100 billion annually.

                                       4
<PAGE>

         ANTI-AGING

         The over-50 years of age population is the fastest growing demographic
group in the United States. This growth, together with a focus on preventive
health measures, supports 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 Company believes that early detection, prevention and reversal of
aging-related diseases, with nutrient protocols as an essential part of
treatment, will substantially improve health outcomes. The Company's
Pro-Stat(TM) modular protein supplements and its other collagen products provide
nutritional benefits that promote the restoration of lean body mass, enhance
energy, and supplement essential and non-essential amino acids. The Company is
in the late stages of development of other products to reduce the physical and
visual effects of aging.

         WEIGHT LOSS

         According to the U.S. Center for Disease Control and Prevention more
than half (97 million) of all adults are overweight, including 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 weight loss dietary supplements and certain types of
foods and beverages. Annual sales of consumer meals, meal replacements and
beverages continue to expand. CraveEnder(TM), the company's line of hunger
control products, provides cognitive aids for controlling overeating and making
the healthy lifestyle changes required to avoid obesity.

         The Company believes that the obesity epidemic in the U.S. can be
ameliorated through new and different approaches to controlling caloric intake
and by products that help promote healthier eating habits and reduce the
incidence of overeating. CraveEnder(TM) hunger control spray is an example of
such a product.

         ELDER CARE

         The Elder Market includes nursing, convalescent and assisted-living
facilities. There are approximately 16,995 nursing home facilities in the United
States. The number of Americans aged 65 and over is projected to increase from
35 million to over 70 million by 2030, (Administration on Aging - A Profile of
Older Americans: 2002). An important component of the Older Americans Act (the
"OAA") 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,
development of Decubiti Ulcers, impaired immune response and organ function.
Pro-Stat(TM), the Company's patented, modular protein supplement provides weight
stabilization, weight gain, and high nitrogen donor amino acids to replenish
depleted protein stores and correct PEM.

INDUSTRY TRENDS

         Important trends in health care include the increased use of nutrition
medicine for prevention and treatment, the increased interest in anti-aging
preparations, and the increase in size of the elder population. The Company
believes that the market for nutritional products for anti-aging, weight loss,
and elder care is expanding and it intends to continue developing products for
that market.

   The industry trends are fed by:

   o     The growth in understanding of the link between diet, nutrition, and
         health;
   o     Research into the role proper nutrition plays in healthcare and
         anti-aging;
   o     Use of preventive and alternative treatments, including natural and
         nutrition-based remedies;

                                       5
<PAGE>

   o     The aging of the American population.

PRODUCTS AND STRATEGY

         During the past three years the Company has changed its strategy from
focusing its business primarily on sales generated over the Internet, to
focusing primarily on its historical markets and customers through conventional
methods of distribution. During this transition, the Company's sales have been
generated almost exclusively by the development of private label products for
direct marketers and weight loss clinics. These products are sold under various
brands including:

         o        Amino Sculpt(TM), a collagen weight loss and energy
                  supplement;
         o        Carbo Curb(TM), an alpha amylase inhibitor, (blocks the
                  absorption of starch), used for weight loss;
         o        The Healthy Nut(TM), a low fat soy snack nut sold to a chain
                  of medically supervised weight loss clinics; and
         o        Colostrum Gold(TM), a colostrum wafer formula used to
                  strengthen the immune system.

         During the fiscal year ending January 31, 2002, the revenues generated
by the Company resulted from the sale of a collagen product primarily to one
customer and sales of existing products, including nutritional supplements and
collagen including Pro-Stat(TM), and home remedy products to other customers.
(see above).

         During the past year, the Company began to implement its new business
strategy that called for increased sales of its own branded products, primarily
to nursing homes and nursing home distributors, and intends to continue to
increase the proportion of its sales generated by its own brands. These products
include:

         o        Pro-Stat(TM), an enzymatic hydrolyzed protein supplement used
                  to treat unintended weight loss, malnutrition and pressure
                  ulcers, produces high absorption and assimilation to replenish
                  depleted protein stores; and
         o        CraveEnder(TM), a hunger-control spray that can be used with
                  any diet or for maintaining weight.

         The Company's strategy includes expanding the number of nursing homes
employing Pro-Stat(TM) therapy through the use of a network of consultant
dietitians to introduce the product and communicate its benefits, and creating
greater awareness of its CraveEnder(TM) products through the use of direct
response television. The Company believes that its future new or derivative
products will be able to use these same marketing methods to create brand
awareness.

         Sales of Pro-Stat(TM) to nursing homes have increased through the
efforts of a dietitian consultant and by attendance at healthcare trade shows.
By offering in-service presentations and providing reference material that
define the features and benefits of Pro-Stat(TM), the Company has been able to
generate new sales. Additionally, the Company has hired a consulting firm in
Columbus, Ohio headed by a former Vice President of Sales and New Business for
Ross Laboratories. This firm is developing a market analysis and plan that will
require the consultant dietitians to call on healthcare facilities and introduce
Pro-Stat(TM).

         The CraveEnder thermogenic hunger control spray will be marketed on
direct response television. A script is being produced and a test market will
start after script and commercial approval. The Company plans to expand the
number of CraveEnder products that will include a gum and a bar.

         During the fiscal year ending January 31, 2003, the revenues generated
by the Company resulted from the sale of existing products including nutritional
supplements, collagen including Pro-Stat(TM), and home remedy products.

         For the fiscal year ended January 31, 2003, one private label customer
accounted for approximately 69% of total sales. The Company expects this
percentage to decrease in the coming year as the Company expands the amount of
sales of its own branded products. The Company has no contractual arrangement
with this customer and if the customer were to discontinue purchasing from the
Company, it would have a material impact on its business operations.

                                       6
<PAGE>

         The Company is developing a number of new products for introduction
over the next twelve months including various derivative formulations of its
Pro-Stat(TM) liquid protein supplement. These derivative formulations will
expand the potential uses of Pro-Stat(TM) to patients covered under Medicare
part B, and as a food fortifier. In addition, the Company intends to market new
delivery systems for the proprietary ingredients used in its CraveEnder(TM)
hunger control spray. The Company also intends to introduce products to reduce
the appearance of facial aging and to restore the health of skin, hair and
fingernails. 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.

         The Company believes 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. In addition, the market for nutrition medicine
supplements is extremely competitive. There are many companies with
substantially greater resources than the Company and with established brands
presently being marketed.

         Commencing in the first quarter ended April 30, 2003, the Company
intends to focus on the sale of its collagen products to the institutional
market, and the sale of its CraveEnder product through direct response
television, and the development and marketing of new formulations.

         In March 2003, the Company announced that it had entered into an
agreement whereby Premier Solutions Inc. of Miami, Florida. Premier Solutions
will be the exclusive worldwide distributor for the Company's Crave Ender Hunger
Control Spray, excluding Canada, the United Kingdom and the United States.
Premier Solutions is an international distributor and marketer of diet products.

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 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.

                                       7
<PAGE>

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

         Since 1977, the Company has been issued four 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. The company has applied for a patent for
Pro-Stat(TM) for the treatment of Decubiti Ulcers. 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.

TRADEMARKS

         The Company has been using the Pro-Stat(TM) mark since August 2002 and
the Healthy Nut mark for three years. It has been using the CraveEnder mark
since January 2003. 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,
DSHEA was signed into law in 1994. DSHEA 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. DSHEA 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, DSHEA 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.

         In September 1997, the FDA issued final new regulations to implement
DSHEA. Among other things, these 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

                                       8
<PAGE>

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.

EMPLOYEES

         The Company has six full time employees.

RISK FACTORS

         THE COMPANY GENERATES A SIGNIFICANT AMOUNT OF REVENUES FROM A SINGLE
CUSTOMER.

         For the fiscal year ended January 31, 2003, one customer accounted for
approximately 69% of total revenues. The Company expects this percentage to
decrease in the coming year as it expands the amount of product sales under its
own branded label. 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
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
"Management's Discussion and Analysis of Plan of Operation."

        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 six 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 THERE WAS AN INTERUPTION OF SUPPLY OF
PRODUCTS, THE COMPANY'S SALES MAY SUFFER AND THE COMPANY 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. 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

                                       9
<PAGE>

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 offerings of common stock and debt will not be
sufficient to completely implement its strategy in fiscal year 2004. See
"Management's Discussion and Analysis on Plan of Operation- Liquidity and
Capital Resources". The Company's future capital requirements will depend on
many factors including: the costs of its sales and marketing activities and its
education programs for its markets, competing product and market developments,
the costs of developing new products, the costs of expanding its operations, and
its ability to generate positive cash flow from its sales.

         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 or Plan of Operation -- Liquidity and
Capital Resources."

         A GOING CONCERN QUALIFICATION IS CONTAINED IN THE REPORT OF INDEPENDENT
AUDITORS.

         The Company has received from its auditors a report that raises
substantial doubt about the Company's 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. Please
see the Auditor's Report included in the Consolidated Financial Statements.

         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 the Company offers incorporate patented technology, most of the
products the Company sells 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

                                       10
<PAGE>

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.

       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.

         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. This could restrict the Company's
ability to access the capital markets for necessary funding.

Item 2. DESCRIPTION OF PROPERTIES

         The principal executive offices of the Company are located at 10 West
Forest Avenue, Englewood, New Jersey 07631, where it leases 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.
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.

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

         None.

                                       11
<PAGE>

PART II


Item 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         The Company's common stock is currently quoted on the OTC 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 and adjusted for the one for
twenty five reverse split:
                                            BID
                                    ----------------------
THREE MONTHS ENDED                   HIGH            LOW

April 30, 2001                       12.50           4.75
July 31, 2001                        12.50           2.00
October 31, 2001                      2.00           0.75
January 31, 2002                      1.25           0.75
April 30, 2002                        2.50           0.75
July 31, 2002                         4.25           0.75
October 31, 2002                      3.00           0.50
January 31, 2003                      3.75           0.75

         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.

         As of March 20,2003, there were approximately 143 record holders of the
Company's common stock.

         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.  Management's Discussion and Analysis Or Plan of Operation


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.

         In the past, the Company's quarterly operating results have fluctuated
significantly, with the fourth quarter traditionally being the softest. Because
the Company is in the process of implementing its new business strategy,
seasonality of the Company's business and other factors, which may contribute to
fluctuations in quarterly operating results, are not yet known.

Fiscal Year Ended January 31, 2003 Compared to Fiscal Year Ended January 31,
2002

         Sales for the fiscal year ended January 31, 2003 were $1,427,000 as
compared with $488,200 for the fiscal year ended January 31, 2002, an increase
of 192%. This increase in sales was primarily attributable to a significant
increase in sales to a major customer of approximately $833,500. The Company's
major customer represented approximately 69.2% or $987,800 of sales for the
fiscal year ended January 31, 2003.

         Cost of sales for the fiscal year ended January 31, 2003 were $764,800,
or 53.6% of sales as compared with $303,700 for the fiscal year ended January
31, 2002, or 62.2% of sales. This increase in cost of goods sold is primarily
attributable to the increased sales for the period. The increase in gross profit
percentage from 37.8% to 46.4% was due to the write-off of approximately $30,000
of obsolete inventory in the fiscal year 2002.

                                       12
<PAGE>

         Selling, general and administrative expenses increased 21.4% to
$906,200 from $746,600 for the fiscal year ended January 31, 2003. The main
reason for the increase was due to increased salary expense, consulting and
professional fees. The $906,200 consisted mainly of personnel costs of
approximately $410,600, legal and professional services of $190,700, $64,600 in
travel and entertainment, $47,700 in selling expenses, $38,400 in net rent,
$25,200 of insurance expense, and other expenses of approximately $129,000.
During the fiscal year ended January 31, 2003, the Company incurred an
expenditure of $1,000 in website costs as compared to $116,700 in the prior
fiscal year related to the cost of closing the Company's previous website.

         Interest expense was $37,500 and interest income was $1,000 for the
fiscal year ended January 31, 2003, as compared to interest expense of $64,800
during the fiscal year ended January 31, 2002. The decrease in interest expense
was primarily due to the Company's reduction in short-term debt and the
conversion of a $245,000 loan bearing interest at 10% from an entity affiliated
with the former Chairman of the Board into a one-year non-interest bearing loan
effective May 1, 2002.

         For the fiscal year ended January 31, 2003, the Company incurred an
operating loss of $245,000 as compared to an operating loss of $678,800 for the
fiscal year ended January 31, 2002. This decrease in loss was primarily due to
increased sales volume, resulting in an increase in gross profit of $477,700.
The Company incurred a net loss for the fiscal year ended January 31, 2003 of
$281,500 or ($0.19) per share compared to a net loss for the fiscal year ended
January 31, 2002 of $743,600 or ($0.63) per share.

Fiscal Year Ended January 31, 2002 Compared to Fiscal Year Ended January 31,
2001

         Sales for the fiscal 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 to $303,700, or 62.2% of sales, for the fiscal
year ended January 31, 2002 from $311,800 or 49.7% of sales for the fiscal year
ended January 31, 2001. 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 fiscal 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.

         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.

         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 $743,600 or ($.63) per share, as compared to a loss of
$1,184,300 or ($2.96) 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

                                       13
<PAGE>

ended January 31, 2001 was $1,170,500 and reflects the forgiveness of debt in
the aggregate amount of $13,800.


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

         Effective as of the close of business on February 7, 2003, the Company
implemented a 1-for-25 reverse split of the Company's outstanding shares of
common stock. The effect of the reverse stock split was to reduce the
outstanding shares from 39,109,680 to 1,564,387. The reverse stock split also
affected options, warrants and other securities convertible into or exchangeable
for shares of the Company's common stock that were issued and outstanding
immediately prior to the effective time of the stock combination. All amounts
reflected herein and in the financial statements included as part of this report
have been restated to give effect to the reverse stock split.

         At January 31, 2003, the Company had cash of $160,500 as compared to
cash of $4,500 on January 31, 2002.

     Arnold and Myra Gans, President and Secretary of the Company, respectively,
personally borrowed $150,000 and loaned the proceeds to the Company. The Company
recorded a $150,000 liability due to them and agreed to a repayment schedule
equal to the repayment schedule of their loan. The balance at January 31, 2003
is approximately $139,900. Please see Note 5 to Notes to Consolidated Financial
Statements.

       During the fourth quarter of fiscal 2001, the Company received a loan of
$130,000 from Unity venture Capital Ltd., an affiliate of Lawrence Burstein,
Director and former Chairman of the Board of the Company. During fiscal 2002,
additional loans were received from this entity and the balance at January 31,
2003 and 2002 owed to this entity was $245,000. Interest accrued at 10% per year
through April 30, 2002 and amounts to approximately $25,500 and $19,300, which
is included in accrued expense at January 31, 2003 and 2002, respectively.
Effective May 1, 2002, this loan was converted to a one year, non-interest
bearing loan. On January 14, 2003, in satisfaction and cancellation of the
Company's obligations to the affiliate, the Company approved the following
terms:(a) on the Conversion Date (as defined below) (i) the entire $245,000
principal amount owing to Unity Venture Capital Ltd. shall be converted into
122,500 shares of the Company's common stock; (ii) Unity Venture Capital Ltd.
shall receive a warrant to purchase 5,875 shares of common at an exercise price
per share of $2.50; and (iii) Unity Venture Capital Ltd. shall receive a warrant
to purchase the number of shares of the Company's common stock as is obtained by
dividing the amount of accrued and unpaid interest on the Principal from May 1,
2002 (which interest shall accrue at the rate of six percent (6%) per annum)
through the Conversion Date by $2.50; (b) Unity Venture Capital Ltd. shall be
granted "piggyback" registration rights with respect to the shares issued upon
conversion of the Principal and the exercise of the warrants; and (c) if the
Conversion Date does not occur, then, (i) beginning on December 18, 2002
interest shall accrue on the Principal at the rate of eight percent (8%) per
annum, and (ii) the Principal, and all unpaid interest accrued after December
18, 2002 on the Principal, shall be payable in a single installment on November
5, 2005. The "Conversion Date" shall be the first to occur of (a) the date on
which the Company's shareholders approve the proposed re-incorporation in
Delaware (see Note 15 - Subsequent Events), or (b) the date on which the Board
of Directors determines the Company has a sufficient number of authorized but
un-issued shares of common stock to facilitate the transactions contemplated in
connection with the Loan.

       Between February 2001 and August 2001, Arnold Gans, the Company's
president, guaranteed the Company's bank credit lines of approximately $100,000.
There are no balances resulting from these credit lines. 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, 2003, is approximately $139,900. Please see Note 5 to Consolidated
Financial Statements.

       In April through June, 2002, the Company raised $195,000 ($190,000 net to
the Company) in connection with the sale of 9,750,000 shares of common stock at
$0.50 per share. In November 2002, the Company borrowed $450,000 from two
individuals and issued its 8% Convertible Promissory Notes (the "Notes"). Each

                                       14
<PAGE>

of the Notes evidencing the loans is substantially the same, other than the
principal amount thereof. The Notes are for a term of three years from the date
of issuance. The Notes, including accrued and unpaid interest, if any, are
convertible at any time prior to maturity at the option of the note-holder into
shares of the Company's common stock at a conversion price of $1.25 per share.
The Notes, including accrued and unpaid interest, if any, are convertible at any
time prior to maturity automatically if the Company completes an equity
financing in which the Company obtains net proceeds of $2,000,000 or more, at a
rate that is the lower of $1.25 per share or the price per share sold in the
equity financing. If the price per share in such equity financing is equal to or
less than $1.25, the Notes shall be converted into shares of either the
Company's preferred stock or common stock, depending upon the class of equity
securities sold by the Company in such financing. If the price per share in such
equity financing is more than $1.25, the Notes shall be converted into shares of
the Company's common stock. In connection with this transaction, the Company
also issued to the investors common stock purchase warrants (Please see Note 7
to Notes to Consolidated Financial Statements). At January 31, 2003, the
outstanding balance of the Notes was $450,000 and the accrued and unpaid
interest was approximately $8,600.

         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 offerings of common stock and debt will not be
sufficient to completely implement its strategy in fiscal year 2004. The
Company's future capital requirements will depend on many factors including: the
costs of its sales and marketing activities and its education programs for its
markets, competing product and market developments, the costs of developing new
products, the costs of expanding its operations, and its ability to generate
positive cash flow from its sales.

         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.


Item 7: Financial Statements

        See Financial Data Section appearing on pages F1-F19.


Item 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

        None

PART III

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

         Information regarding the Company's directors and officers is set forth
in "Proposal 1 - Election of Directors" under the caption "Biographical
Information Regarding Directors" in the Company's definitive proxy statement for
its 2003 Annual Meeting of Shareholders to be held April 22, 2003. Such
information is incorporated herein by reference. Information regarding
compliance by the Company's directors and executive officers and owners of more
than ten percent of common stock with the reporting requirements of Section
16(a) of the Exchange Act is set forth in the proxy statement under the caption
"Section 16(a) Beneficial Ownership Reporting Compliance." Such information is
incorporated herein by reference.

                                       15
<PAGE>

Item 10. EXECUTIVE COMPENSATION

         Information regarding the compensation of the Company's executive
officers and directors is set forth in "Proposal 1 - Election of Directors"
under the caption "Director Compensation" and under the caption "Summary of Cash
and Certain Other Compensation" in the proxy statement. Such information is
incorporated herein by reference.


Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Information regarding ownership of the Company's common stock by
certain persons is set forth under the caption "Security Ownership of Certain
Beneficial Owners and Management" in the proxy statement. Such information is
incorporated herein by reference.


Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Information regarding relationships or transactions between the Company
and its affiliates is set forth under the caption "Certain Relationships and
Related Transactions" in the proxy statement. Such information is incorporated
herein by reference.

Item 13. Exhibits and Reports on Form 8-K

         (a) Documents filed as part of this report:

         1. Financial Statements.

         The consolidated financial statements contained herein as listed on the
"Index to Consolidated Financial Statements" on page F-1 of this report.

         2. Financial Statement Schedules

         Not applicable.

         3. Exhibits

         See Exhibit Index

         (b)Reports on Form 8-K:

         The Company filed a Current Report on Form 8-K with the SEC on December
13, 2002 announcing that the Board had approved a change in the Company's fiscal
year from January 31, to December 31. The Company filed Amendment No.1 to
Current Report on Form 8-K with the SEC on February 5, 2003 announcing that on
December 14, 2002 the Board rescinded its previous decision to change the
Company's fiscal year.

                  (c)Exhibits:

         The following exhibits are attached hereto and incorporated herein by
reference.

Exhibit Number                      Exhibit Description
--------------                      -------------------

3.1*             Certificate of Incorporation of Medical Nutrition Systems,
                 Inc., dated December 21, 1981.

3.2*             Certificate of Amendment of Certificate of Incorporation of
                 Medical Nutrition Systems, Inc., dated February 6, 1982.

                                       16
<PAGE>

3.3*             Certificate of Amendment to the Certificate of Incorporation of
                 Medical Nutrition Systems, Inc., dated March 21, 1983.

3.4*             Certificate of Amendment to Certificate of Incorporation of
                 Medical Nutrition, Inc., dated March 26, 1987.

3.5*             Certificate of Amendment of Medical Nutrition, Inc. Certificate
                 of Share Combination, dated October 18, 1989.

3.6*             Certificate of Amendment of Medical Nutrition, Inc., dated
                 February 13, 1990.

3.7*             Certificate of Amendment of Certificate of Incorporation of
                 Medical Nutrition, Inc., dated September 26, 1991

3.8*             Certificate of Amendment of Certificate of Incorporation of The
                 MNI Group Inc., dated October 19, 2000

3.9(1)           Certificate of Amendment of Certificate of Incorporation of
                 Gender Sciences, Inc., dated January 21, 2003.

3.10*            Bylaws of The MNI Group, Inc., as adopted May 7, 1991.

3.11*            Bylaw Amendment, as adopted October 23, 2002.

4.1(2)           Convertible Promissory Note dated November 5, 2002 in the
                 amount of $450,000

4.2(3)           Convertible Promissory Note dated November 5, 2002 in the
                 amount of $50,000

4.3(4)           Common Stock Purchase Warrant dated November 5, 2002.

4.4(5)           Common Stock Purchase Warrant dated November 5, 2002.

10.1(6)          2000 Long Term Incentive Plan

10.2*            Employment Agreement dated January 1, 2003 by and between the
                 registrant and Eugene Terry.

10.3*            Employment Agreement dated January 1, 2003 by and between the
                 registrant and Arnold Gans.

10.4*            Employment Agreement dated January 1, 2003 by and between the
                 registrant and Myra Gans.

10.5*            Loan Agreement dated November 5, 2002 by and between the
                 registrant and The Ullman Family Partnership.

10.6*            Loan Agreement dated November 5, 2002 by and between the
                 registrant and Francis Newman.

10.7*            Subscription Agreement dated April 19, 2002 by and between the
                 registrant and Eugene Terry.

10.8*            Subscription Agreement dated June 17, 2002 by and between the
                 registrant and Grand Slam, LLC.

10.9*            Office Lease dated October 4, 1984 by and between the
                 registrant and Van Brunt Associates, L.P.

                                       17
<PAGE>

10.10*           First Amendment to Office Lease dated October 24, 1994 by and
                 between the registrant and Van Brunt Associates, L.P.

10.11*           Second Amendment to Office Lease dated November 19, 1999 by and
                 between the registrant and First Industrial Realty Trust, Inc.

10.12*           License Agreement dated November 8, 2002 by and between the
                 registrant and Akesis Pharmaceuticals, Inc.

10.13*           Registration Rights Agreement dated November 5, 2002 by and
                 between the registrant, The Ullman Family Partnership and
                 Francis Newman

10.14*           Amendment to Executive Employment Agreement dated March 6, 2002
                 by and among the registrant and Arnold Gans.

21.1*            Subsidiaries of the registrant

23.1*            Consent of Independent Accountants

24.1*            Power of Attorney (included after signatures below)

99.1*            Certificate of Chief Executive Officer pursuant to 18
                 U.S.C.ss.1350.

99.2*            Certificate of Chief Financial Officer pursuant to 18
                 U.S.C.ss.1350.

-------------------------
*        Filed herewith.

(1) Incorporated by reference from the Company's Current Report on Form 8-K
dated January 22, 2003.
(2) Incorporated by reference from the Company's Quarterly Report on Form 10-QSB
for the quarter ended October 31, 2002.
(3) Incorporated by reference from the Company's Quarterly Report on Form 10-QSB
for the quarter ended October 31, 2002.
(4) Incorporated by reference from the Company's Quarterly Report on Form 10-QSB
for the quarter ended October 31, 2002.
(5) Incorporated by reference from the Company's Quarterly Report on Form 10-QSB
for the quarter ended October 31, 2002.
(6) Incorporated by reference from the Company's the Company's definitive proxy
statement for its 2000 Annual Meeting of Shareholders to be held October 19,
2000.



Item 14. Controls and Procedures

         Within the 90 days prior to the date of this report, the Company
carried out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Exchange Act Rule
13a-14. Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting them to material information
relating to the Company that is required to be included in the Company's
periodic SEC Reports. There have been no significant changes in the Company's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation.

                                       18
<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: March 24, 2003         GENDER SCIENCES INC.


                                    By: /s/ FRANCIS A. NEWMAN
                                    -----------------------------------
                                            Francis A. Newman, CEO


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, jointly and severally, Francis A. Newman
and Arnold Gans, and each of them, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
re-substitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments to this Report on Form
10-KSB, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

         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/ EUGENE TERRY                 Chairman and Director         March 24,2003
-------------------------------
Eugene Terry


/s/ FRANCIS A. NEWMAN            CEO and Director              March 24,2003
-------------------------------
Francis A. Newman


/s/ ARNOLD GANS                  President (Principal          March 24,2003
-------------------------------  Operating Officer and
Arnold Gans                      Principal Accounting
                                 and Financial Officer)
                                 and Director

/s/ MYRA GANS                    Executive Vice President      March 24,2003
-------------------------------  Secretary and Director
Myra Gans


/s/ LAWRENCE BURSTEIN            Director                      March 24,2003
-------------------------------
Lawrence Burstein

                                       19
<PAGE>

/s/ ANDREW HOROWITZ              Director                      March 24,2003
-------------------------------
Andrew Horowitz



/s/ RICHARD ULLMAN               Director                      March 24,2003
-------------------------------
Richard Ullman

                                       20
<PAGE>

I, Francis A. Newman, certify that:

     1.   I have reviewed this annual report on Form 10-KSB of Gender Sciences,
          Inc;

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

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

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

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

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

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


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

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

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

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

March 24, 2003                                          /s/ FRANCIS A. NEWMAN
                                                        ----------------------
                                                        Francis A. Newman
                                                        Chief Executive Officer

                                       21
<PAGE>

I, Arnold Gans, certify that:

     1.   I have reviewed this annual report on Form 10-KSB of Gender Sciences,
          Inc;

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

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

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


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

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

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


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

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

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

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

          March 24, 2003                                /s/ ARNOLD GANS
                                                        ----------------------
                                                        Arnold Gans
                                                        Chief Financial Officer

                                       22
<PAGE>

                          INDEX TO FINANCIAL STATEMENTS



                                                                       Page

Independent Auditors' Report                                                 F-2

Consolidated Balance Sheets at January 31, 2003 and 2002                     F-3

Consolidated Statements of Operations for the Years Ended
January 31, 2003 and 2002                                                    F-4

Consolidated Statements of Stockholders' Equity for the Years Ended
January 31, 2003 and 2002                                                    F-5

Consolidated Statements of Cash Flows for the Years Ended
January 31, 2003 and 2002                                                    F-6

Notes to Consolidated Financial Statements                           F-7  - F-19

                                      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
-----------------------------------------


                          Independent Auditors' Report

To the Board of Directors of
Gender Sciences, Inc.


         We have audited the accompanying consolidated balance sheets of Gender
Sciences, Inc. as of January 31, 2003 and 2002 and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
two years in the period ended January 31, 2003. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our 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. as of January 31, 2003 and 2002, and the results of its operations and cash
flows for each of the two years in the period ended January 31, 2003 and 2002 in
conformity with auditing standards generally accepted in the United States of
America.

         The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
9 to the financial statements, the Company has suffered recurring losses from
operations, and net capital deficiencies that raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 9. 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
March 14, 2003

                                      F-2
<PAGE>

                              GENDER SCIENCES, INC.
                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
      ASSETS                                                                                        January 31,
      ------                                                                 -----------------------------------------------------
                                                                                       2003                          2002
                                                                             -----------------------         ---------------------
Current Assets:
<S>                                                                          <C>                           <C>
        Cash                                                                 $              160,500        $                4,500
        Accounts receivable                                                                 139,200                        77,600
        Inventories                                                                          39,800                        52,200
        Prepaid expenses                                                                     14,100                           800
                                                                             -----------------------       -----------------------
          Total current assets                                                              353,600                       135,100
Fixed assets, net of accumulated depreciation
 of $108,500 and $102,600, respectively                                                      24,400                        25,600
Other assets:
        Security deposits                                                                    15,200                        15,200
        Trademarks, net of amortization                                                      11,800                             -
                                                                             -----------------------       -----------------------

                                                                             $              405,000        $              175,900
                                                                             =======================       =======================

                    LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
        Accounts payable and accrued expenses                                $              271,800        $              290,900
        Short-term debt                                                                      11,000                       112,300
        Due to officers and stockholder                                                     441,100                       451,200
                                                                             -----------------------       -----------------------
           Total current liabilities                                                        723,900                       854,400
Non-current liabilities:
        Convertible promissory notes payable                                                450,000                             -
        Long-term debt                                                                        1,100                             -
                                                                             -----------------------       -----------------------
           Total liabilities                                                              1,175,000                       854,400
                                                                             -----------------------       -----------------------

Stockholders' equity:
        Common stock, no par value; 70,000,000 shares authorized at January 31,
           2003 and 2002; 1,564,387 and 1,174,387 issued and outstanding at
           January 31, 2003 and 2002, respectively                                        9,752,800                     9,562,800
        Accumulated deficit                                                             (10,512,400)                  (10,230,900)
                                                                             -----------------------       -----------------------
                                                                                           (759,600)                     (668,100)
        Less: Treasury stock, at cost                                                       (10,400)                      (10,400)
                                                                             -----------------------       -----------------------
            Total stockholders' equity (deficit)                                           (770,000)                     (678,500)
                                                                             -----------------------       -----------------------

                                                                             $              405,000        $              175,900
                                                                             =======================       =======================

</TABLE>


                 See notes to consolidated financial statements.

                                      F-3
<PAGE>

                              GENDER SCIENCES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                              Years Ended January 31,
                                                                    -----------------------------------------
                                                                           2003                    2002
                                                                    -----------------      ------------------
<S>                                                                 <C>                    <C>
Sales                                                               $   1,427,000          $      488,200
Cost of sales                                                             764,800                 303,700
                                                                    -----------------      ------------------
      Gross profit                                                        662,200                 184,500

Selling, general and administrative expenses                              906,200                 746,600
Web site costs                                                              1,000                 116,700
                                                                    -----------------      ------------------
      Operating (loss)                                                   (245,000)               (678,800)
                                                                    -----------------      ------------------

Other income (expense):
      Interest income                                                       1,000                       -
      Interest (expense)                                                  (37,500)                (64,800)
                                                                    -----------------      ------------------
          Total other income (expense)                                    (36,500)                (64,800)
                                                                    -----------------      ------------------

Net (loss)                                                          $    (281,500)         $     (743,600)
                                                                    =================      ==================

Basic and diluted per share data:
      Net (loss)                                                    $       (0.19)         $        (0.63)
                                                                    =================      ==================


Weighted average number of shares outstanding                           1,471,949                1,174,387
                                                                    =================      ==================
</TABLE>


                 See notes to consolidated financial statements.

                                      F-4
<PAGE>

                              GENDER SCIENCES, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                      YEARS ENDED JANUARY 31, 2003 AND 2002


<TABLE>
<CAPTION>
                                              Common Stock
                                  ----------------------------------    Accumulated        Treasury           Total
                                      Shares            Amount             Deficit           Stock            Equity
                                  ----------------  ---------------- ------------------- --------------  -----------------
<S>                                 <C>              <C>              <C>                 <C>             <C>
Balance, January 31, 2001           1,174,387        $9,562,800       $ (9,487,300)       $(10,400)       $    65,100

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

Balance, January 31, 2002           1,174,387         9,562,800        (10,230,900)        (10,400)          (678,500)

Proceeds from the sale of shares of
common stock                          390,000           190,000                  -               -            190,000

Net (loss)                                                                (281,500)                          (281,500)
                                  ----------------  ---------------- ------------------- --------------  -----------------

Balance, January 31, 2003           1,564,387        $9,752,800       $(10,512,400)       $(10,400)       $  (770,000)
                                  ================  ================ =================== ==============  =================

</TABLE>

                 See notes to consolidated financial statements.

                                      F-5
<PAGE>


                              GENDER SCIENCES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                       Years Ended January 31,
                                                      --------------------------
                                                         2003           2002
                                                      -----------    -----------
<S>                                                      <C>            <C>
Cash flows from operating activities:
      Net (loss)                                      $  (281,500)   $  (743,600)
      Adjustments to reconcile net (loss) to net
      cash provided (used) by operating activities:
          Depreciation and amortization                     7,800          7,300
          Write-off of capitalized web-site costs              --        100,300
          Write-off of trademarks                              --          3,700
      Changes in operating assets and liabilities:
          Accounts receivable                             (61,600)         3,600
          Inventories                                      12,500         40,600
          Prepaid expenses and other current assets       (13,200)        66,000
          Accounts payable and accrued expenses           (19,200)       180,600
                                                      -----------    -----------
Net cash (used) for operating activities                 (355,200)      (341,500)
                                                      -----------    -----------

Cash flows from investing activities:
      Purchase of equipment                                (4,800)            --
      Trademark costs                                     (13,600)            --
                                                      -----------    -----------
Net cash (used) for investing activities                  (18,400)            --
                                                      -----------    -----------

Cash flows from financing activities:
      Proceeds from sale of common stock                  190,000             --
      Proceeds from sale of promissory notes              450,000             --
      Proceeds from loans from officer                         --        150,000
      Repayments of loans to officer                     (110,400)            --
      Proceeds from loans from stockholder                     --        115,000
      Proceeds from short-term borrowings                      --         48,300
                                                      -----------    -----------
Net cash provided by financing activities                 529,600        313,300
                                                      -----------    -----------

Increase (decrease) in cash                               156,000        (28,200)
Cash, beginning of year                                     4,500         32,700
                                                      -----------    -----------
Cash, end of year                                     $   160,500    $     4,500
                                                      ===========    ===========
Supplemental information:
    Interest paid                                     $    25,800    $    42,600
                                                      ===========    ===========
</TABLE>



                 See notes to consolidated financial statements.

                                      F-6
<PAGE>



                              GENDER SCIENCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 31, 2003


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

        Gender Sciences, 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. During fiscal 2003, the Company did not direct any of
     its efforts on developing or distributing NutraPet products.

     Reorganization
     --------------

        Effective as of the close of business on February 7, 2003, the Company
     implemented a one-for-twenty-five reverse split of the Company's
     outstanding shares of common stock. The effect of the reverse stock split
     was to reduce the outstanding shares from 39,109,680 to 1,564,387. The
     reverse stock split also affected options, warrants and other securities
     convertible into or exchangeable for shares of the Company's common stock
     that were issued and outstanding immediately prior to the effective time of
     the stock combination. All amounts reflected in the January 31, 2003
     financial statements have been restated for the reverse stock split.

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 inter-company accounts and transactions
     for ongoing activities.

       Accounts Receivable - The company uses the direct write-off method for
     uncollectible accounts. Accordingly, no allowance for doubtful accounts is
     recorded. Based upon the minimal write-offs in the past, management does
     not believe recording an allowance would significantly effect the Company's
     financial condition.

        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

                                      F-7
<PAGE>

                              GENDER SCIENCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 31, 2003

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

     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 - 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.

       Income taxes - In providing for income taxes, the Company recognizes
     deferred tax liabilities and tax 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.

        Stock-Based Compensation - The Company accounts for employee stock
     options in accordance with Accounting Principles Board Opinion No. 25 (APB
     25), "Accounting for Stock Issued to Employees." Under APB 25, the Company
     recognizes no compensation expense related to employee stock options, as no
     options were granted at a price below the market price on the day of grant.

        Financial Accounting Statement No. 123 "Accounting for Stock Based
     Compensation" (FAS 123) which prescribes the recognition of compensation
     expense based on the fair value of options on the grant date, allows
     companies to continue applying APB 25 if certain pro forma disclosures are
     made assuming hypothetical fair value method application. See Note 7 -
     Stockholders' Equity for pro forma disclosures required by FAS 123 plus
     additional information on the Company's stock options.

        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. Diluted
     earnings per share are not presented in years during which the Company
     incurs a loss from operations.

                                      F-8
<PAGE>

                              GENDER SCIENCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 31, 2003


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

        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.

        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, 2002 financial
     statements were reclassified to conform to the January 31, 2003
     presentation.

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

         Fixed assets consisted of the following at January 31, 2003 and 2002,
     respectively:

                                                            January 31,
                                                    ----------------------------
                                                        2003             2002
                                                    --------------  ------------
           Furniture, fixtures and equipment           $107,700       $103,000
           Leasehold improvements                        25,200         25,200
                                                       --------       --------
                                                        132,900        128,200
           Less:  Accumulated depreciation
                  and amortization                      108,500        102,600
                                                       --------       --------
                                                       $ 24,400       $ 25,600
                                                       ========       ========

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

        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, 2003, was
approximately $1,600. At January 31, 2003 and 2002, the outstanding balance was
approximately $12,100 and $21,500, 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 was
approximately $90,800 resulting from these credit lines all of which was paid
during the year ended January 31, 2003. These amounts accrued interest at rates
varying from 19% to 27%.

                                      F-9
<PAGE>

                              GENDER SCIENCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 31, 2003


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

Convertible Promissory Notes

         In November 2002, the Company borrowed $450,000 from two individuals
and issued its 8% Convertible Promissory Notes (the Notes). Each of the Notes
evidencing the loans is substantially the same other than the principal amount
thereof. The Notes are for a term of three years from the date of issuance. The
Notes, including accrued and unpaid interest, if any, are convertible at any
time prior to maturity at the option of the note-holder into shares of the
Company's common stock at a conversion price of $1.25 per share (restated for
the February 7, 2003 one-for-twenty-five reverse stock split). The Notes,
including accrued and unpaid interest, if any, are convertible at any time prior
to maturity automatically if the Company completes an equity financing in which
the Company obtains net proceeds of $2,000,000 or more, at a rate that is the
lower of $1.25 per share (restated for the February 7, 2003 one-for-twenty-five
reverse stock split) or the price per share sold in the equity financing. If the
price per share in such equity financing is equal to or less than $1.25, the
Notes shall be converted into shares of either the Company's preferred stock or
common stock, depending upon the class of equity securities sold by the Company
in such financing. If the price per share in such equity financing is more than
$1.25 (restated for the February 7, 2003 one-for-twenty-five reverse stock
split), the Notes shall be converted into shares of the Company's common stock.
In connection with this transaction, the Company also issued to the investors
common stock purchase warrants (see "Warrants" in Note 7 - Stockholders'
Equity). At January 31, 2003, the outstanding balance of the Notes was $450,000
and the accrued and unpaid interest was approximately $8,600.

Note 5. Due to officers and stockholder:
        --------------------------------

         During the fourth quarter of fiscal 2001, the Company received a loan
of $130,000 from an affiliate of the former Chairman of the Board of the
Company. During fiscal 2002, additional loans were received from this entity and
the balance at January 31, 2003 and 2002 owed to this entity was $245,000.
Interest accrued at 10% per year through April 30, 2002 and amounts to
approximately $25,500 and $19,300, which is included in accrued expense at
January 31, 2003 and 2002, respectively. Effective May 1, 2002, this loan was
converted to a one year, non-interest bearing loan. On January 14, 2003, in
satisfaction and cancellation of the Company's obligations to the affiliate, the
Company approved the following terms:(a) on the Conversion Date (as defined
below) (i) the entire $245,000 principal amount owing to the affiliate shall be
converted into 122,500 shares of the Company's common stock; (ii) the affiliate
shall receive a warrant to purchase 5,875 shares of common at an exercise price
per share of $2.50; and (iii) the affiliate shall receive a warrant to purchase
the number of shares of the Company's common stock as is obtained by dividing
the amount of accrued and unpaid interest on the Principal from May 1, 2002
(which interest shall accrue at the rate of six percent (6%) per annum) through

                                    F-10
<PAGE>

                              GENDER SCIENCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 31, 2003


Note 5. Due to officers and stockholder (continued):
        -------------------------------------------

the Conversion Date by $2.50; (b) the affiliate shall be granted "piggyback"
registration rights with respect to the shares issued upon conversion of the
Principal and the exercise of the warrants; and (c) if the Conversion Date does
not occur, then, (i) beginning on December 18, 2002 interest shall accrue on the
Principal at the rate of eight percent (8%) per annum, and (ii) the Principal,
and all unpaid interest accrued after December 18, 2002 on the Principal, shall
be payable in a single installment on November 5, 2005. The "Conversion Date"
shall be the first to occur of (a) the date on which the Company's shareholders
approve the proposed reincorporation in Delaware (see Note 13 - Subsequent
Events), or (b) the date on which the Board of Directors determines the Company
has a sufficient number of authorized but unissued shares of common stock to
facilitate the transactions contemplated in connection with the Loan.

        Arnold and Myra Gans, President and Secretary, respectively, of the
Company personally borrowed $150,000 and loaned the proceeds to the Company. The
Company recorded a $150,000 liability to them and agreed to a repayment schedule
equal to the repayment schedule of their loan. The balance at January 31, 2003,
is approximately $139,900 and is included in "Due to officers and stockholder".
Also included in "Due to officers and stockholder" at January 31, 2003 and 2002
is unpaid payroll for Arnold and Myra Gans of $30,800 and $25,400, respectively.

Note 6. 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, 2003 and 2002 was approximately $90,100 and $85,000,
respectively. The future minimum annual rental payments are as follows:


                            Year ended January 31,
                                              2004     $   67,500
                                              2005         61,900
         Total future minimum annual rent payments     $  129,400
                                                       ==========


        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
     $42,100 and $34,600 for the years ended January 31, 2003 and 2002,
     respectively.

        The Company leases equipment under various operating leases. During the
     year ended January 31, 2003, the total payments under such leases were
     $20,000. The future minimum annual lease payments are as follows:

                                      F-11
<PAGE>

                              GENDER SCIENCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 31, 2003


Note 6. Lease Commitments (continued):
        -----------------------------

                                    Year ended January 31,
                                                      2004       $10,300
                                                      2005         3,700
                Total future minimum annual lease payments       $14,000
                                                                 =======

Note 7. Stockholders' Equity:
        --------------------

     All amounts have been restated for the February 7, 2003 one-for-twenty-five
reverse stock split.

     Common stock

         From February 1, 2002 through July 31, 2002, the Company raised
     $195,000 ($190,000 net of commissions), from the sale of 390,000 shares of
     its common stock at $0.50 per share.

     Options

         The following table summarizes information concerning outstanding and
     exercisable options at January 31, 2003 (contractual life in years):


<TABLE>
<CAPTION>
                                        Options Outstanding                     Options exercisable
                     ----------------------------------------------------------------------------------
                                           Weighted        Weighted
                                             avg.            avg.                        Weighted avg.
                                         remaining         exercise                        exercise
     Range of prices          Number     life                price            Number         price
     ---------------          ------     ----                -----            ------         -----
<S>                          <C>              <C>            <C>             <C>             <C>
           0.50-7.50         774,231          4              $1.13           766,231         $1.14
          7.51-15.00           2,000          1              10.94             2,000         10.94
         15.01-21.88         164,080          2              21.81           164,080         21.81
-------------------------------------------------------------------------------------------------------
          0.50-21.88         940,311          3              11.29           932,311         11.29
-------------------------------------------------------------------------------------------------------
</TABLE>


         In recognition of the need to improve the capital structure of the
     Company, effective May 15, 2002, two officers of the Company surrendered
     options to purchase 82,000 shares of the Company's common stock, which had
     been received prior to fiscal 2002.

         A summary of option transactions for the two years ended January 31,
     2003, follows:

                                      F-12
<PAGE>

                              GENDER SCIENCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 31, 2003


Note 7. Stockholders' Equity (continued):
        --------------------------------


                                                                Weighted
                                                                Average
                                             Options          option price
-----------------------------------------------------------------------------
 Outstanding at January 31, 2001             342,110                   12.00
 Granted                                     186,200                    0.77
 Exercised                                      -                          -
 Expired or Surrendered                         -                          -
-----------------------------------------------------------------------------
 Outstanding at January 31, 2002             528,310                    8.04
 Granted                                     494,001                    0.58
 Exercised                                         -                       -
 Expired or Surrendered                       82,000                    0.75
-----------------------------------------------------------------------------
 Outstanding at January 31, 2003             940,311                    4.76
-----------------------------------------------------------------------------


     Pro Forma Fair Value Disclosures
     --------------------------------

         Had compensation expense for the Company's stock options been
     recognized based on the fair value on the grant date under the methodology
     prescribed by FAS 123, the Company's income from continuing operations and
     earnings per share for the two years ended January 31, would have been
     impacted as shown in the following table:


                                           January 31, 2003     January 31, 2002
--------------------------------------------------------------------------------
Net Income (loss)
             As reported                         $(281,500)          $(743,600)
             Pro forma                          (1,148,755)           (822,745)
Basic and diluted earnings per share
             As reported                             (0.19)              (0.63)
             Pro forma                               (0.36)              (0.21)
--------------------------------------------------------------------------------


     Warrants

         In November 2002, in connection with the issuance of its 8% Convertible
     Promissory Notes (see Note 4), the Company also issued, to the investors of
     the Notes, common stock purchase warrants (the Warrants) exercisable for an
     aggregate 360,000 shares of the Company's common stock, at $1.25 per share.
     Each of the Warrants is substantially the same other than the number of
     shares of common stock for which each Warrant is exercisable. The Warrants
     may be exercised at any time, and from time to time, for a period of three
     years from issuance. The exercise price of the Warrants is based on the

                                      F-13
<PAGE>

                              GENDER SCIENCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 31, 2003


Note 7. Stockholders' Equity (continued):
        --------------------------------

     fair market value of the Company's common stock at the time of exercise,
     determined in accordance with respect to whether the Company's common stock
     is then trading on a stock exchange, Nasdaq, other quotation system or
     otherwise. In the event that the Company completes an equity financing in
     which the Company obtains net proceeds of $2,000,000 or more, at a price
     per share that is less than the then-current exercise price of the Warrant,
     the exercise price of the Warrant shall be adjusted to such lower price in
     the equity financing. The Warrants also contain anti-dilution protection in
     the event of stock splits, stock dividends, reorganization or other similar
     events.

     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 240,000 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 12,000. 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, 2003, no options were granted from the Plan.

Note 8. Income Taxes:
        ------------

        The Company uses the liability method of accounting for income taxes. 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,
     Inc. and its subsidiaries have net operating loss carryforwards of
     approximately $6,981,200, 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
     $2,443,000 as of January 31, 2003, with a valuation allowance of an equal
     amount as follows:

                                      F-14
<PAGE>

                              GENDER SCIENCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 31, 2003


Note 8. Income Taxes (continued):
        ------------------------


                                                   Year Ended January 31,
                                               -----------------------------
                                                  2003               2002
                                               -----------       -----------
        Deferred tax asset                     $ 2,443,000       $ 2,345,000
        Allowance for deferred tax asset       ( 2,443,000)      ( 2,345,000)
                                               -----------       -----------
        Net deferred tax asset                 $         -       $         -
                                               ===========       ===========


         Net operating loss carryovers of approximately $6,981,200 will expire
        through 2023 as follows:


                           Years ending January 31,
                           -----------------------
                                              2006           $  518,100
                                              2007            2,932,000
                                              2008              486,300
                                              2009               31,600
                                              2010              310,500
                                              2011               16,200
                                              2012               16,200
                                              2019              232,000
                                              2020              244,200
                                              2021            1,169,000
                                              2022              743,600
                                              2023              281,500
                                                           ------------
                                                            $ 6,981,200


Note 9. Commitments and Contingencies:
        -----------------------------

     Government Regulations

         The Company's 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.

     Going Concern

         The Company has continued to sustain losses, has maintained negative
     working capital and continues to require additional sources of cash to fund

                                      F-15
<PAGE>

                              GENDER SCIENCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 31, 2003


Note 9. Commitments and Contingencies (continued):
        -----------------------------------------


its operations. These circumstances create uncertainty about the Company's
ability to continue as a going concern.

         During fiscal years 2001 and 2000, management directed its efforts
toward the development of its non-biased gender based women's healthcare
Internet website. 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 e-commerce initiative would not be successful, the
Company ceased its Internet initiative and focused its efforts on its off-line
businesses. 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. Throughout fiscal 2003 and prospectively,
managements' efforts and the Company's resources are being directed toward high
margin products, new product development and direct sales and marketing to
existing and new customers.

        The Company will require additional working capital until such time as
profitability from various ventures and increased sales 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 funds it requires for the
balance of the year ending January 31, 2004. The financial statements do not
include any adjustments that might be necessary if the Company is unable to
continue as a going concern.

     Employment Contracts

            Effective January 1, 2003, the Company entered into a three-year
employment agreement with Mr. Eugene Terry, Chairman of the Board of Directors.
The agreement provides for a base salary of $135,000 to be increased to $150,000
on July 1, 2003 based upon review by the Compensation Committee of the Board of
Directors and the continued progress of the Company. The employment agreement
further provides for annual salary increases at the discretion of the Board of
Directors (limited to 10%) and an annual incentive bonus in an amount up to 100%
of Mr. Terry's base salary if the Company achieves agreed upon targets.
Additionally, Mr. Terry is entitled to various other benefits (such as auto
allowance and participation in employee benefit plans).

                                      F-16
<PAGE>
                              GENDER SCIENCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 31, 2003


Note 9. Commitments and Contingencies (continued):
        -----------------------------------------

         Effective January 1, 2003, the Company entered into a three-year
employment agreement with Mr. Arnold Gans, President. The agreement provides for
a base salary of $144,000 to be increased to $160,000 on July 1, 2003 based upon
review by the Compensation Committee of the Board of Directors and the continued
progress of the Company. The employment agreement further provides for annual
salary increases at the discretion of the Board of Directors (limited to 10%)
and an annual incentive bonus in an amount up to 100% of Mr. Gans' base salary
if the Company achieves agreed upon targets. Additionally, Mr. Terry is entitled
to various other benefits (such as auto allowance and participation in employee
benefit plans).

       Effective January 1, 2003, the Company entered into a three-year
employment agreement with Mrs. Myra Gans, Executive Vice-President. The
agreement provides for a base salary of $99,000 to be increased to $110,000 on
July 1, 2003 based upon review by the Compensation Committee of the Board of
Directors and the continued progress of the Company. The employment agreement
further provides for annual salary increases at the discretion of the Board of
Directors (limited to 10%) and an annual incentive bonus in an amount up to 50%
of Mrs. Gans' base salary if the Company achieves agreed upon targets.
Additionally, Mrs. Gans is entitled to various other benefits (such as auto
allowance and participation in employee benefit plans).

        In connection with the appointment of Mr. Francis A. Newman as Chief
Executive Officer of the Company effective March 1, 2003, the Company entered
into a three-year employment agreement with Mr. Newman (see Note 13 - Subsequent
Events).

Note 10. Major Customers:
         ---------------

        For the year ended January 31, 2003, one customer was responsible for
approximately $988,000 in sales; representing approximately 70% of total sales.
For the year ended January 31, 2002, two customers were responsible for
approximately $214,300 in sales; representing approximately 44% of sales.

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

        On January 30, 2001, the Company entered into a distribution agreement
with an entity that owns the exclusive marketing and sales rights to certain
products. As part of the agreement, the Company was required to advance
approximately $49,000 for marketing and promotional expenses. These 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.

                                      F-17
<PAGE>

                              GENDER SCIENCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 31, 2003


Note 11. Distribution Agreement (continued):
         ----------------------------------

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


Note 12. Quarterly Results of Operations (unaudited):
         -------------------------------------------

         Below is a summary of the quarterly results of operations for each
quarter of fiscal 2003 and 2002:


<TABLE>
<CAPTION>
2003                                    First       Second        Third       Fourth
----                                    -----       ------        -----       ------
<S>                                   <C>          <C>          <C>          <C>
Sales                                 $318,500     $411,000     $363,800     $333,700
Gross Profit                           147,800      189,800      171,600      153,000
Net Income (loss)                      (40,800)       8,300      (72,800)    (176,200)
Net Income (loss) per common share
                                        ($0.03)       $0.01       ($0.05)      ($0.11)

2002
----
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      ($0.18)      ($0.15)      ($0.17)      ($0.13)
</TABLE>

Note 13. Subsequent Events:
         ------------------

         At a Board of Directors meeting held on January 14, 2003, the annual
shareholder meeting was approved to be held on April 22, 2003. At the annual
meeting the shareholders will vote on the re-incorporation and change of
domicile from New Jersey to Delaware, the name change of the Company to Medical
Nutrition, Inc., the change in authorized shares to 25,000,000 (5,000,000 of
which shall be preferred stock), and the adoption of the Gender Sciences, Inc.
2003 Omnibus Equity Incentive Plan.

         On March 7, 2003, the Company announced the appointment of Francis A.
Newman, as Chief Executive Officer, effective immediately. He replaced Mr.
Arnold Gans, Company founder, who remains as President. Mr. Newman received a
three-year employment agreement that provides for a base salary of $135,000 to
be increased to $150,000 on July 1, 2003 based upon review and the continued
progress of the Company. The employment agreement further provides for 1) annual
salary increases at the discretion of the Board of Directors (limited to 10%),
2) annual incentive bonus in an amount up to 100% of base salary if the Company
achieves agreed upon targets, and 3) 250,000 shares of restricted common stock
(which vest 100% on the first anniversary of the agreement). Additionally, Mr.

                                      F-18
<PAGE>

                              GENDER SCIENCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 31, 2003



Note 13. Subsequent Events (continued):
         -----------------------------

Newman is entitled to various other benefits (such as auto allowance and
participation in employee benefit plans).

         On February 12, 2003, the Company issued 20,500 shares of common stock
to each of two officers of the Company at the market price on the date of sale
values at $10,455 each. The cost of the shares was in recognition of their
service to the Company.

                                      F-19