UNITED STATES SECURITIES AND EXCHANGE COMMISSION



WASHINGTON, D. C. 20549


FORM 10-KSB



ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
COMMISSION FILE NUMBER 0-18515


NEUROGENESIS,INC.

(EXACT NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
76-0320137
(IRS. EMPLOYER IDENTIFICATION NO.)



120 Park Avenue League City, Texas
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
77573
(ZIP CODE)



ISSUER'S TELEPHONE NUMBER (281) 333-0177 SECURITIES TO BE
REGISTERED UNDER SECTION 12 (B) OF THE ACT: NOT APPLICABLE
SECURITIES TO BE REGISTERED UNDER SECTION 12 (G) OF THE ACT:
COMMON STOCK, $.025 PAR VALUE PREFERRED STOCK $ .OO1 PAR VALUE

Indicate by check mark whether the Company: (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 such shorter period that the Company was required to file such
reports); and (2) has been subject to such filing requirements for
the past ninety days.

Yes  [X] No [ ]

The issuer's revenues for the year ended December 31,
were $1,323,392.

As of December 31, 2002 there were 2,185,587 shares of ($0.025)
par value Common stock (the Company's only class of voting stock)
outstanding. The aggregate market value of the common shares of
the Company on December 31, 2002 (based upon the mean of the
closing bid and asked price) held by Non-affiliates of the Company
was approximately $404,856

DOCUMENTS INCORPORATED BY REFERENCE
None


FORM 10-KSB

NEUROGENESIS,INC.

TABLE OF CONTENTS

PART 1

Item 1.  Description of Business

Item 2.  Description of Property

Item 3.  Legal proceedings

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

Part II

Item 5.  Market for Common Equity and Related Stockholder Matters

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

Item 7.  Financial Statements

Item 8.  Changes in and disagreements with Accountants
         on Accounting and Financial Disclosure.

PART III

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

Item 10. Executive Compensation

Item 11. Security Ownership of Certain Beneficial Owners
	 and Management

Item 12. Certain Relationships and Related Transactions

Item 13. Exhibits and Reports on Form 8K


SIGNATURES


PART III
Item 1. Index to Exhibits

Item 2. Description of Exhibits





PART 1

ITEM 1. DESCRIPTION OF BUSINESS


THE COMPANY

NeuroGenesis, Inc. (The "Company") was incorporated in Utah
on August 6, 1984  as Cozmal Technology, Inc as an organization
to find and promote new technology. On January 27, 1989 the name
was changed to NeuroGenesis, Inc at the same time a definitive
reorganization agreement (The " Reorganization Agreement ") was
completed between the Company and Matrix Technologies, Inc.
("Matrix"), a Texas Corporation. See " Reorganization Agreement
" Exhibit E-2. Matrix was incorporated November 13, 1984
to acquire the patentable work of Dr. Kenneth E. Blum, Ph.D.,
relating to  nutritional supplementation and the efficient functioning
of the hypothalamus and the hippo campus of the human brain and to
promote that work. On July 16, 1995 "Matrix" amended their Articles of
Incorporation changing the Authorized Shares from Ten  Thousand (10,000)
to One Million Five Hundred Thousand (1,500,000) in order that funding
could be accomplished to  promote the completed Blum formulations.
The initial funding was a Two Hundred Fifty Thousand Dollar ($250.000)
loan from Lloyd's Bank. The loan was guaranteedby Albert H. Bieser,
President of "Matrix". In exchange for the loan guarantee Mr. Bieser
received one Common Share for each dollar of loan guarantee. In accordance
with the conditions of the "Reorganization Agreement"
the Company conveyed a total of Four Million Two Hundred Thousand
Shares of it's Common Stock to the shareholders of "Matrix" in
exchange for One Hundred Percent (100%) of the issued and outstanding
stock of "Matrix". The Company also agreed to honor certain stock
purchase options that had been previously granted to certain persons
by "Matrix" which in the aggregate entitled the holders thereof
to purchase up to two Million Ninety Eight Thousand Shares of the
Company's Common Stock at a price of One Dollar($1) per Share at
any time prior to December 1. 1993. Following the reorganization
"Matrix" owned no assets and possessed no liabilities and was
kept as a wholly owned,inoperative subsidiary of the "Company".

The "Reorganization Agreement " also provided for the resignation
of the Company's Board of Directors and the appointment of a new
Board of Directors consisting of Albert H. Bieser, Gary E. Bell,
Michael C. Trachtenberg, Ph.D., F. Lynn Estep, Jr. and R. Bradford
Perry to serve until the next annual meeting of the  Shareholders
and their successors be elected.

On April 19, 1989, the Company's ownership was merged from
NeuroGenesis Inc, a Utah Corporation to NeuroGenesis Inc.
a Delaware Corporation with an authorized capital of Fifteen
million (15,000,000) Shares at a par value of $0.001per share.

On October 17, 1990 the Board of directors replaced Albert H.
Bieser with Robert Baldwin, former president of Gulf Oil and
Refining Company Inc. A series of management changes then occurred
during which time sales decreased from approximately
One hundred thousand dollars ($100,000) per month in to
approximately Ten  thousand dollars ($10,000) in September 1993.
On June 2, 1993 the Authorized capital had been increased to
Twenty five million (25,000,000) Shares at a par value of $0.001
per Share in an attempt to enable future financing. In September
1993 Lloyd's Bank had not received repayment of their 1985 loan and
had received only Thirty thousand dollars while the loan and
accrued interest now totaled Four hundred seventy five thousand
($475,000) and was in default. The bank agreed to defer payment
for eighteen months in exchange for Seventy five thousand ($75,000)
immediately and regularly scheduled monthly payments after the
eighteen-month period.  Albert H. Bieser provided the immediate
cash payment of seventy Five Thousand dollars and to guarantee
the balance in exchange for the Company 's agreement to award
the intellectual rights (patents, trademarks, etc.) to
Albert H. Bieser should the  company default on the loan.

By March 10, 1995 no payments on the loan had been made to Lloyds
Bank. The loan was called and Albert H. Bieser's assets securing
the loan were acquired by the Bank .On April 6, 1995 the Company's
Board of Directors ordered the transfer of the  intellectual
properties to Albert H. Bieser who in turn gave royalty free
license to the Company as long as he remained CEO or President
and Chairman of the Board. See Patent. In the case of his resigning
this office, he or his heirs or assigns would receive a royalty
equivalent to one cent ($0.01) per  capsule. At this time "Matrix"
who had not paid franchise taxes since 1992 was dissolved.

On April 5, 1995 the Shareholders of the Company elected the
following Directors: Albert H. Bieser of Houston, Texas,
Karen Coady of Bacliff, Texas and David Bishop of DeLand, Florida.
On February 11, 1998 the Company acquired 100 % of the
outstanding shares of Natural Neuro Nutrition, Inc. a Texas
Corporation ("Texas 3NI") , for Three Hundred Ninety Seven Thousand
Nine Hundred Sixty(397,960) Shares of the Company's Common Stock
and Neuro Health Products (a proprietorship, NHP)  for One Hundred
Two Thousand Forty (102,040) of the Company's  Common Shares.
3NI was an operating company selling similar products under license
from the company which had facilities, marketing, management teams,
customers, and product fulfillment capability. NHP was a small
network-marketing firm, which sold products similar to those of
the Company.


INDUSTRY OVERVIEWS

Addiction: An Overview Until the mid 1930s, the medical consensus
held that alcoholics and drug addicts were the victims of a fatal
weakness of character which condemned its victims to a life of
misery and a premature death. In general, chronic alcoholics and
drug addicts were believed to be both untreatable and unworthy of
treatment.  This view of alcoholism and addiction prevailed until
Alcoholics Anonymous proved that it was possible for large numbers
of chronic alcoholics to overcome their alcoholism and become
productive and useful members of society. Therefore, in recent
years much of the social stigma associated with alcoholism and drug
addiction has eroded. Alcoholism and drug addiction
are no longer relegated to realm of fatal character weakness
and the medical community is coming to recognize that these
maladies can be safely and effectively treated.

Collectively, alcoholism and drug addiction are believed by many
to be thegreatest single health problem in the United States.
Alcoholism strikes one out of every ten American adults and the
vast majority of untreated alcoholics die of alcohol related causes.
It is estimated that untreated alcoholism alone costs the national
economy more than $117 billion per year in lost productivity,
unnecessary accidents and alcohol-related illness. Similarly, cocaine
addiction has become epidemic in certain segments of the population.
The " War on Drugs " has become a major political issue at the federal,
state and local level and the amount of money devoted to drug education
and treatment is expected to increase substantially. In order to
understand the treatment of alcoholism and drug addiction, a prior
understanding of the addictive process is essential.

First, and most importantly, it must be understood that large segments
of the population can and do use these substances on a social basis with
only a moderate risk of becoming addicts. For many people, the moderate
use of alcohol and cocaine is perceived as a pleasant, albeit temporary,
release from the trials and cares of everyday existence. Alcohol and drugs
are glamorized in the same books, films, and music and television programs
that carry commercial warnings of the dangers of alcohol and drugs. The
final message is at best confusing. Against this backdrop of contradictory
messages one stark fact remains:
IF A SUSCEPTIBLE PERSON USES ALCOHOL OR COCAINE, EVEN ON A SOCIAL BASIS,
THE PROBABILITY OF ADDICTION APPROACHES THE INEVITABLE.
Therefore, alcohol and cocaine truly are substances where one man's pleasure
is another man's poison. Substances that are pleasant and are relatively
harmless for one segment of the population are deadly poisons for another
segment of the population. The following sections present a brief discussion
of neurological biochemistry and the mechanics of alcoholism and
cocaine addiction.

Brain Chemistry The brain is the most complex organ system within
the human body. It regulates every facet of human existence from a
simple heartbeat to highly complex motor functions, but reduced to bare
essentials, all brain functions involve the transmission of the
electrochemical message from one brain cell to another. In the usual
case a transmitter cell will release a specific chemical compound
(a neurotransmitter) into a synapse. When this neurotransmitter crosses
the synapse and makes contact with the receptor cell on the other side an
electrochemical message is delivered. After delivering
a message most neurotransmitters are then recycled in the brain
through several different recycling mechanisms. This constant flow
of trillions of neurotransmitters across trillions of synapses and
the constant recycling of neurotransmitters is the basic operating
mechanism of the human brain. Most neurotransmitters are amino acids,
aminated compounds or simple peptides, short amino acid chains that the body
manufactures from the available amino acids contained in foods. The
neurotransmitters, which appear to have the greatest significance in
the addiction process are:
1. Endorphins and Enkephalins. - neurotransmitters, which suppress
   electrochemical messages relating to pain, depressions and
   feelings of urgency.
2. Dopamine - a neurotransmitter that carries electrochemical messages
   relating to reward and pleasure.
3. Norepinephrine - a neurotransmitter that suppresses electrochemical
   messages relating to depression and feelings of urgency.
4. Gamma-amino butyric acid (GABA) - a neurotransmitter that carries
   electrochemical messages relating to feelings of anxiety
5. serotonin - a neurotransmitter that carries electrochemical
   messages relating to sleep and feelings of well being.  These
   natural messengers, which are synthesized by transmitting cells
   within the brain, seek out and attach to specific sites on receptor
   cells within the brain in order to deliver their electrochemical message.
   The receptor sites will only accept molecules that have the right shape.
   The entire process is much like slipping a key (the neurotransmitter)
   into a lock (the receptor ). If a sufficient number of receptors
   are " filled " with the appropriate neurotransmitters at any given
   time, a person feels a sense of comfort and well being. If an excessive
   number of receptors are " empty " at any given time a person feels a
   sense of urgency, irritation and depression. In general, a human being
   will seek out those activities, which increase natural neurotransmitter
   levels and avoid those activities, which decrease natural neurotransmitter
   levels. When a foreign substance interferes with this natural process,
   however, addiction often is the result.

Mechanism Over the last ten years alcoholism treatment professionals have
focus on three principal factors which appear to be of critical importance
in determining the susceptibility of a human being to alcoholism. These
factors are:
(1) A genetic predisposition to alcoholism such as that experienced by
    children of alcoholics.
(2) Extended excessive stress such as that experienced by certain combat
    veterans.
(3) Extended excessive exposure to heavy social drinking.  At the present
    time it is generally believed that a genetic predisposition to
    alcoholism is by far the most common cause of alcoholism. Biological
    children of alcoholics are much more likely to become alcoholic than
    the general population and this tendency remains even when the
    children are adopted into non-drinking homes. Further studies have
    shown that children of  alcoholics have significantly different
    responses to alcohol in laboratory test. Therefore it is generally
    agreed that a majority of alcoholics do process alcohol differently
    than the general population. Recent laboratory research has
    demonstrated that certain natural by-products of alcohol metabolism
    interfere with the normal neurotransmitter mechanisms discussed in the
    preceding paragraph.  As alcohol is metabolized by the body chemical
    compounds known as tetrahydroisoquinolines ( TIQ's ) are produced.
    Since TIQs, which were first found in poppy plants, are remarkably
    similar to in structure to certain natural enkephalins and endorphins,
    they have the ability, along with most other opiates, to mimic the
    action of enkephalins and endorphins and create an artificial
    neurotransmitter response in certain regions of the brain. This
    artificial neurotransmitter response is the primary reason for
    the increased sense of well being that most people feel when they
    take a drink of alcohol. In a genetically predisposed person,
    however, the physiological response to alcohol is substantially
    different. Available research data demonstrate that many children of
    alcoholics experience a marked increase in natural enkephalin and
    endorphin levels when they are exposed to controlled amounts of alcohol
    in a laboratory setting. In these children of alcoholics, therefore,
    it appears that the artificial neurotransmitter response created by
    the TIQs, when coupled with the alcohol induced increase in natural
    enkephalin and endorphin levels, results in a response to alcohol
    that is greatly intensified. Therefore, it is believed that many
    children of alcoholics experience a much stronger sense of pleasure
    and well being from the same amount of alcohol consumption. This
    intensified effect, in turn, tends to produce more drinking behavior.
    As the level of alcohol consumption increases, however, the mimicking
    effect of the TIQ's begins to have profound effects on the natural
    endorphin and enkephalin mechanisms described above.

When a human brain is overloaded with alcohol induced TIQ's, the natural
feedback mechanisms of the brain instruct the transmitter cells to produce
fewer enkephalins and endophins in an attempt to eliminate the overload.
At the same time, in response to increasing levels of TIQ's, the number
of available receptor sites in the brain increases. Finally, the brain
begins to  produce greater quantities of the enzymes that are used to
control neurotransmitter levels and aid in the neurotransmitter recycling
process.The end result of these three processes is an increased need
for neurotransmitters, a decreased ability to produce the required
neurotransmitters and a neurotransmitter recycling system that has become
abnormally efficient. In substance, fewer neurotransmitters are produced,
despite a higher level of demand, and the bulk of the available
neurotransmitters are recycled before performing their intended
functions. When this process has progressed to a certain point, the
artificial neurotransmitter responses caused by TIQ's will effectively
replace the natural enkephalin and endorphin responses of the brain.
After the alcohol induced TIQ's have "shut down" the natural
neurotransmitter production systems, the unfilled neurotransmitter
receptor sites create intense feelings of irritation, urgency and depression
that can only be relieved by additional TIQ's. The person is now addicted
to alcohol.

Once the cycle described above has taken hold, the damage caused by
alcohol consumption remains long after alcohol consumption ceases.
During extended periods of alcohol addiction, the human brain loses
much of its ability to produce enkephalins and endorphins, develops
an abnormal need for enkephalins and endorphins and develops an
abnormal ability to recycle any  enkephalins and endorphins that are
in fact produced. Without an adequate supply of enkephalins and
endorphins, the body has no natural ability to create feelings of well
being and suppress feelings of urgency,irritation and depression.
Therefore, most recovering alcoholics experience intense feelings of
urgency, irritation and depression for an extended period of time after
the cessation of drinking. These natural feelings of urgency, irritation
and depression, in turn, are generally believed to be the primary
contributing factor in the cycle of recovery and relapse that is common
in recovering alcoholics. In an unending cycle, the substance that causes
pain in the first place becomes the only substance that can relieve the pain.

Cocaine Addiction
While the end result of cocaine addiction is similar to the alcohol response
discussed above, the underlying neurochemical mechanism is significantly
different. Instead of providing an artificial substitute for the natural
enkephalins and endorphins, cocaine causes the brain to release abnormally
large amounts of dopamine, norepinephrine and serotonin and subsequently
prevents the natural recycling of these neurotransmitters. The end result
is a very high concentration of neurotransmitters that are able to make
multiple contacts with the appropriate receptors. It is this high
neurotransmitter concentration coupled with multiple neurotransmitter
contacts that gives rise to the extreme euphoria experienced by cocaine
users. Since cocaine inhibits the natural recycling process, however,
the dopamine, norepinephrine and serotonin created by the brain are
eventually broken down and flushed out of the body. This process
eventually depletes both the neurotransmitters and the amino acids
that are necessary to synthesize new neurotransmitters. With extended
use, cocaine literally strips the bulk of the natural dopamine,
orepinephrine and serotonin out of a user's limbic system, the brain
region that controls feeling of reward and pleasure. This stripping
effect, over time, results in severe neurotransmitter deficiencies and
a craving response that is quite similar to the craving suffered by
alcoholics.  All cocaine users begin to feel a reduced response to an
identical drug concentration at some point in the progress of  their
addiction. This reduced response is a natural result of the
neurotransmitter stripping described above.When the natural
neurotransmitters are gone, the drug simply stops working. At this point,
most cocaine addicts begin searching for another artificial means of
creating feelings of well being that they used to derive from cocaine.
Since the TIQs created by alcohol metabolism compensate for the natural
effects of the neurotransmitters that have been stripped by cocaine,
alcohol is frequently used for this purpose. Therefore, most cocaine users
eventually end up as polydrug abusers who switch back and forth
 between cocaine and alcohol, or other drugs, in order to create or
maintain the feelings of well-being that cannot be generated by their
own damaged neurotransmitter systems.  Much like the recovering alcoholic,
the recovering cocaine addict must overcome the damage caused by his extended
misuse of cocaine and alcohol.The problem is compounded,
however, by the fact that a polydrug abuser has damaged several
neurotransmitter systems.  The cocaine abuse has stripped the
neurotransmitters out of the dopamine, norepinephrine and serotonin
systems, and the alcohol has damaged the enkephalin and endorphin
systems by curtailing natural enkephalin and endorphin production and
increasing the recycling ability of the brain. It is this dual addiction
that makes cocaine addicts more difficult to treat than simple alcoholics.

Existing Products As explained above, alcoholism and cocaine addiction
have a devastating nutritional effect on a number of different
neurotransmitter systems. Therefore, the Company believes that an
effective nutritional supplement for recovering alcoholics and addicts
 must focus on substantially all of the more common nutritional
deficiencies. NEURECOVER-DA and NEURECOVER-SA, the Company's principal
products, has been specifically formulated to provide the raw materials
that are used by the body to repair damaged neurotransmitter systems.
In the opinion of the Company's principal scientists, this approach
allows the natural mechanisms of the body to select the specific nutrients
it needs, and discard the nutrients that are not needed.

NEURECOVER-DA and NEURECOVER-SA have been carefully formulated to
provide the specific amino acids that are essential to the restoration
of proper brain chemistry in recovering alcoholics and 'cocaine addicts.
These products help to restore optimal brain chemistry by providing a
ready supply of raw amino acids that can he used by the brain to synthesize
necessary neurotransmitters. While the ingredients in NEURECOVER-DA
and NEURECOVER-SA have no direct physiological effect on a recovering
alcoholic or addict, NEURECOVER-DA and NEURECOVER-SA have the ability
to increase dietary levels of the specific amino acids that are used in
the body's natural synthesis of essential neurotransmitters.  The
NEURECOVER-DA and NEURECOVER-SA formulations will not alter the base
line ability of the body to synthesize neurotransmitters. They will,
however, ensure an adequate supply of raw materials so that the brain's
own neurotransmitter production systems are able to operate efficiently.
 SAAVE The first product that was developed by the Company was SAAVE, a
patented amino acid formulation that is presently being marketed to over
400 alcoholism and chemical dependency treatment professionals and their
patients.  The active ingredients in SAAVE (improved and renamed beCALM'dTM)
are: DL-Phenylalanine a naturally occurring amino acid that is used by
the body to synthesize dopamine and norepinephrine and inhibit the action
of the enzymes that break down and recycle enkephalins and
endorphins; L-Tryptophan, a naturally occurring amino acid that is
used by the body to synthesize serotonin; L-Glutamine, a naturally
occurring amino acid that is used by the body to synthesize
Gamma-Amino Butyric acid (GABA); and Vitamin B6, a natural vitamin which
aids the absorption of the amino acids by the digestive system and the
synthesis of amino acids in the brain.

Inpatient alcohol treatment centers that currently use NEURECOVER-DA
(and its sister product, beCALM'd following the first month of sobriety)
on a regular basis report significant reductions in their AMA Drop out Rates.
These reduced AMA Dropout Rates, in turn, increase both the profitability
and the overall effectiveness of the treatment programs. Alcoholism
counselors who have used NEURECOVER-DA and beCALM'd with their patients,
report reduced levels of anger, urgency, irritation and compulsion coupled
with increased levels of cooperation and earlier treatment response.
In general, these products have has been well received by the alcohol
treatment professionals who have used the product with their patients
and it is steadily gaining acceptance as a useful nutritional adjunct
to traditional alcohol treatment programs.

NEURECOVER-SA, the Company's second product, has achieved similar
results with persons who are recovering from cocaine and other
stimulant addictions.  Because of the unique problems of these addicts,
however, the formulation of NEURECOVER-SA is more complex.  In addition
to the amino acids in the beCALM'd and NEURECOVER-DA formulations,
NEURECOVER-SA includes L-Tyrosine, an amino acid which is essential
for the production of both dopamine and norepinephrine. Further,
the NEURECOVER-SA formulation includes a number of vitamins and minerals
that are not present in either beCALM'd or NEURECOVER-DA.

In general, NEURECOVER-SA has been well received by the cocaine treatment
professionals who have used the product with their patients. Like
 NEURECOVER-DA, NEURECOVER-SA is steadily gaining acceptance as a
useful nutritional adjunct to traditional cocaine treatment programs.

BeCALM'd has also been tested and proven in scientifically supervised
clinical trials to greatly reduce the long and short term dilatory effects
 of stress and many of the symptoms of Hyperactivity Disorders and
Attention Deficit Disorders.  The American Medical Association estimates
between 70% and 80% of the cases they treat are stress related. This says
that potentially three fourths of the American population are
potentially a market for the product.

A variety of studies have shown over 20% of the American Public suffers
from one form or another of Attention Deficit Hyperactivity Disorders (ADHD).
Issuer's in house studies and marketing reports indicate 62.5% of the
cases now being treated for ADHD are caused by nutritional deficiencies,
which can be overcome by products falling under issuer's patent protection.

Competition
The Company's products are patented and these patents have been twice
adjudicated successfully and the Company feels confident thatfurther
judicial testing will produce the same results. Thus there is no
direct competition. However, there are indirect competitors for all
of the products:

1. NeuRecovery-DA has few current competitors. Several drugs have been
tried in the past but in general that were shown to be addictive or
ineffectual. A perennial drug called Anabuse reemerges every three or
four years.If a person has taken it and then drinks alcohol, he or she
becomes violently ill. In a few cases patients have been known to
have a stroke as a result. Another, newer one is from Europe. It is
called Acomprosate and has been found useful for 30 days, in 30% of
the cases, which have had 30 days of sobriety. By comparison, the
Company's products can be used from the first day of treatment and have
been successfully used over 20 years.It has also been used to help
patients recover from Methadone abuse.  Methadone is often used to
enable recovery from abuse of heroin, morphine, and other opiate source
drugs. (Methadone is considered a better or more socially accepted
addiction than the opiates).

2. NeuRecovery-SA has proved to be very useful as an adjunct to
therapy in recovery from the abuse of stimulants such a cocaine
and the amphetamines. A paper on its use is attached entitled:
The Healing Process and Cocaine Recovery. This paper also describes
the drugs commonly used in the treatment of such addictions:
Disipramine, Bromocriptine and Amantadine.

3. BeCALM'd was originally formulated to diminish the dilatory effects
of stress. In this use its competition was generally books on stress
management. To date no other competition has come into general use,
beCALM'd was later found to be very helpful in the treatment of attention
deficit and hyperactivity disorders.  Its principle competition is Ritalin
and several drugs of the amphetamine type. The mechanism of action of
these drugs is unknown and their side effects are severe. Never the
less, the world's second largest pharmaceutical company, Novartis ,
the  makers of Ritalin, have stated that over 40% of their revenues
come  from the sale of Ritalin. Studies have shown that beCALM'd, the
mechanism of action of which is well known and accepted, is more
effective than Ritalin in 62.5% of ADHD cases studied.

Government Regulation
U. S. Food and Drug Administration (FDA) Matters

In general the FDA "protects" and 2) any curative claims must be
approved by the FDA before such claims are made. Both of these
"protections" are applied to products, regardless of form, that are
used for medicinal purposes. However, such products fall into classes.
(a) Those made from man made molecules and
(b) those formulated from natural nutrients found on the FDA's GRAS
    (Generally Regarded as Safe)list. Thus anyone may sell anything
    processed in a FDA approved facility by an approved method,
    provided there are no  curative claims made for the product.
    However,if ANY curative claims are made the product falls
    under regulation by the FDA.  The one exception to this is
    curative benefitswhich the "scientific community" generally
    accepts as true. For example, Vitamin C or foods containing Vitamin C
    are generally regarded as helpful to persons having a cold. In this
    case, the Vitamin C manufacturer may say it is useful, but cannot
    claim it "cures" the cold. All of the ingredients in the Company's
    products are made from items on the GRAS list of vitamins, minerals,
    amino acids, etc. Curative claims are not made for the products,
    only that they are useful adjuncts to therapy, which had been
    accepted by the general scientific community.

There is considerable scientific and anecdotal evidence that indicates
the issuer products do have "curative" properties. The company is,
therefore, working to acquire the funding to do what is required to get
Food for Drug Use, Approval from the FDA. At such time as this can be
accomplished, it is believed a great deal of two of the country's
problems, alcohol and drug abuse and ADHD, can be greatly alleviated.
Once the FDA approval has been obtained, gaining the funding to
sufficiently advertise the products should be easily realizable.

ITEM 2. DESCRIPTION OF PROPERTY

Neurogenesis, Inc.'s principal office is located at 120 Park Avenue,
League City, Texas 77573 and currently occupies 5500 square feet of
floor space. The space is leased from an unaffiliated third party for
a term that expires May 1, 2005 with a monthly rental of Forty-five
Hundred Dollar ($4,500) per month. Rent includes all utilities except
electricity. Management ascertains that there is a very small likely-hood
that the Company would not be able to renew the lease at about the same
rate as there are numerous vacant offices in the Houston area.

ITEM 3. LEGAL PROCEEDINGS

          None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          None



PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

NeuroGenesis' Common Stock is currently traded over-the-counter on
the Pink Sheets. Such over-the-counter market quotations reflect
inter-dealer prices without retail mark-up, markdown or commissions,
and may not necessarily represent actual transactions.

The table below sets forth the high bid price of the Common Stock for
the Fiscal years 2001 and 2000

Fiscal Year Ending 	2002                    2001

First Quarter          $0.11                   $0.45

Second Quarter         $0.11                   $0.35

Third Quarter          $0.11                   $0.12

Fourth Quarter         $0.11                   $0.10

As of December 31, 2002 the Company had 164 shareholders of record.
The Company has never paid any cash dividends and has no plans to
pay any cash dividends in the foreseeable future.

ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION AND LIQUIDITY

As of December 31, 2002, the Company had total liabilities of $382,384
compared to $347,009 at December 31, 2001. For fiscal 2002 there was a
working capital deficit of <$209,649> as compared to <$242,176> for
fiscal 2001. This increase in working capital is attributable to a profitable
operation in recent fiscal year.

The Company expects that cash requirements for operations for the
fiscal year 2003 will be provided by an increase in sales. However,
there can be no assurance that these activities will, in fact, provide
capital for operations.

YEAR ENDED DECEMBER 31, 2002 COMPARED WITH FISCAL 2001

The Company had fiscal 2002 sales of $1,323,392 generating a gross
profit of $996,284 as compared to fiscal 2001 sales of $548,799
and a gross profit of $413,893. These figures represent a 241% sales
increase and a 241% gross profit increase by 2002 over fiscal 2001.
Expenses were $972,479 for 2002 as compared to $467,983 for 2001.
This expense increase of 207.8% was in part caused by a personnel
increase in anticipation of a sales increase in 2002.

The net profit for 2002 was $42,592 as compared to a net loss of
<$42,592> for 2001. A net profit of $0.01 per share in 2002 as
compared to a net loss per share of <$0.02> in 2001.

The Company plans to maintain expenses at the lowest possible
amount until sales volume generates an acceptable level of net
profit. In addition the Company expects that futureoperations will
be funded by sales increases for the ensuing year.


SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

The information contained in the preceding paragraphs is forward looking
and involves risks and uncertainties that could significantly impact
 expected results. While it is impossible to itemize the many factors and
specific events that would affect the outlook of any company, the Company's
outlook for fiscal 2002 is predominately bases on its interpretation of what
it considers key economic assumptions.

ITEM 7. FINANCIAL STATEMENTS



NEUROGENESIS, INC.

Comparative Financial Statements

December 31, 2002 and 2001












Clyde Bailey, P.C.
Certified Public Accountant
10924 Vance Jackson #404
San Antonio, Texas 78230

CLYDE BAILEY P.C.
________________________________________________________
Certified Public Accountant
10924 Vance Jackson  #404
San Antonio, Texas 78230
(210) 699-1287(ofc.)
(888) 699-1287 ? (210) 691-2911 (fax)
Member:
American Institute of CPA's
Texas Society of CPA's


Board of Directors
NeuroGenesis, Inc.
Houston, Texas

REPORT OF INDEPENDENT PUBLIC ACCOUNTANT

We have audited the accompanying consolidated balance sheet of
NeuroGenesis Inc (Company) as of December 31, 2002 and 2001
and the related consolidated statement of operations, changes in
stockholders' equity, and statement of cash flows for
 the years ended December 31, 2002 and 2001. These financial
 statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on the financial
statements based on our audit.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position
of the Company and subsidiaries as of December 31, 2002 and 2001, and
the consolidated results of their operations and their cash flows for
the years ended 2002 and 2001 then ended in conformity with accounting
principles generally accepted in the United States.

Clyde Bailey
Certified Public Accountant

March 18, 2003





<TABLE>
NeuroGenesis, Inc.
Balance Sheet
As of December 31, 2002 and 2001
<CAPTION>
ASSETS

CURRENT ASSETS				2002		2001
<S>					<C>		<C>
Cash and cash equivalents 		$120,133 	$ 54,995

Accounts receivable,
net of allowance
for doubtful accounts			   9,892   	   6,543

Employee Advances			   4,100     	       0

Inventories 				   32,122 	  33,055

Prepaid expenses 			    9,488	  10,240
					_________	________
		   			  175,735        104,833
					_________	________
FIXED ASSETS

Furniture and office equipment,
net of accumulated depreciation
of $25,770 for 2002
and $17,796 for 2001 			   27,553  	  32,036

Patents, net of accumulated
amortization of $2,222 for 2002
and $1,609 for 2001 		 	    9,427  	  10,040
					_________	_________
				 	   36,980  	  42,076
					_________	_________

TOTAL ASSETS				 $212,715 	 $146,909
					=========	==========



The accompanying notes are an integral part of these
financial statements.
</TABLE>


<TABLE>
NeuroGenesis, Inc.
Balance Sheet
As of December 31, 2002 and 2001

LIABILITIES AND STOCKHOLDERS' EQUITY
<CAPTION>

<S>						<C>		<C>
CURRENT LIABILITIES				2002		2001

Accounts payable and
accrued liabilities	 			$  83,406 	$  66,513

Accrued Compensation	 			   31,000     	        0

Loans from directors  	 			   84,314  	  107,228
						  _______	  _______
	 		 			  198,720  	  173,741
						  _______	  _______

LONG TERM LIABILITIES

Note payable - related party			  183,664  	  173,268
						  _______	  _______
				 		  183,664  	  173,268
						  _______	  _______

STOCKHOLDERS' EQUITY

Preferred stock, par value $.025
per share, authorized
500,000 shares, no shares outstanding                   -              -

Common stock,
par value $.025 per share,
authorized 2,500,000 shares;
2,185,587 outstanding at
December 31, 2002 and 2,003,588
shares outstanding at
December 31, 2001 				   54,640  	   50,090

Additional paid-in capital	  	        2,167,767       2,167,767
Accumulated deficit			       (2,392,076)     (2,417,957)
						__________	_________
						 (169,669)       (200,100)
						__________	__________


TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY	 		     $    212,715     $	  146,909
						==========	==========


The accompanying notes are an integral part of these
financial statements.
</TABLE>



<TABLE>
NeuroGenesis, Inc.
Statement of Operations
For the Years Ended December 31, 2002 and 2001
<CAPTION>

					2002		2001
<S>					<C>		<C>
Sales, net of discounts 	 	$1,323,392  	$  548,799
Cost of sales			           327,108  	   134,906
					__________	___________
Gross profit		 	           996,284  	   413,893

Selling, general and
administrative expenses  	    	   972,479         467,983
					___________	__________
Operating income (loss)		     	    23,805  	   (54,090)

Other income (expense):

Interest (expense)		     	   (12,924)   	    (8,002)
Other income (expense)		      	    15,000    	    19,500
					___________	___________
Other income, net 		       	     2,076  	    11,499
					___________	___________

Net income (loss)		 	$   25,881  	  ($42,592)
					===========	===========

Net income (loss) per share	        $     0.01   	    ($0.02)
					===========	===========
Weighted average shares
outstanding		            	 2,185,587       2,003,588
					===========	===========


The accompanying notes are an integral part of these
financial statements.
</TABLE>


<TABLE>
NeuroGenesis, Inc.
Statement of Cash Flows
For the Years Ended December 31, 2002 and 2001
<CAPTION>

CASH FLOWS FROM OPERATIONS			2002		2001
<S>					 	<C>		<C>
Net income (loss)			     	$ 25,881  	($42,592)

Operating expenses not requiring
use of cash:

	Amortization expense	  	             613 	     669
	Depreciation expense			  10,027           7,671
	Shares issued for services		   4,550  	       -

Net (increase) decrease in operating
assets and liabilities	                          42,109          85,908
						 ________	________
CASH PROVIDED BY OPERATIONS		          83,180  	  51,656
						 ________	________
CASH FLOWS FROM INVESTING ACTIVITIES

	Disposal of property and equipment         1,014

	Purchase of property and equipment        (6,558)        (32,774)
						 ________	_________
CASH PROVIDED BY INVESTING ACTIVITIES		  (5,544)        (32,774)
						 ________	_________

CASH FLOWS FROM FINANCING ACTIVITIES

	Increase in notes payable	          10,396  	      0

	Payment of notes payables	         (22,914)        (15,212)
						 ________	_________

CASH PROVIDED BY FINANCING ACTIVITIES	         (12,518)        (15,212)
						 ________	_________
NET INCREASE (DECREASE) IN CASH		          65,118  	   3,670

CASH - BEGINNING OF YEAR			  54,995  	  51,325
						 ________	________
CASH - END OF YEAR			       $ 120,113  	 $54,995
						========	========
Supplementary Disclosure:
		Cash Paid for Interest	         $12,924  	  $8,002
		Cash Paid for Taxes		       -	       -

Non-cash transactions:
(See Statement of Stockholders' Equity)
	Shares Issued for Services		 139,000         392,838
	Shares Issued for Assets	               -	       -

The accompanying notes are an integral part of these
financial statements.
</TABLE>




<TABLE>
NeuroGenesis, Inc.
Statement of Changes in Stockholders' Equity
For the Years Ended  December 31, 2002 and 2001
<CAPTION>
																						Additional	Total						    	    Common Stock 	 Paid-in	Accumulated	Stockholders'
			Shares		Amount	 Capital	Deficit		Equity
<S>			<C>		<C>	  <C>		<C>		<C>
Balance,
December 31, 2000 	2,003,588   	$50,090   $2,167,767  	($2,375,365)   ($157,508)

Stock issued for
services

Stock issued for cash	        -             -	           -              -	       -

Stock canceled	                -	      -	           -	          -	       -

Net loss,
December 31, 2001               -	      -	           -        (42,592) 	 (42,592)
																	_________	_________  __________	_____________	_________
Balance,
December 31, 2001   	2,003,588    	 50,090    2,167,767  	 (2,417,957)  	(200,100)

Stock issued for
services	 	  139,000   	  3,475            -	          -	   3,475

Stock issued for
cash		 	   42,999   	  1,075     	   -	          -	   1,075

Net income,
December 31, 2002 						     25,881  	  25,881
			_________	________   _________	___________	________
Balance,
December 31, 2002  	2,185,587  	 54,640    2,167,767  	 (2,392,076)    (169,669)


The accompanying notes are an integral part of these
financial statements.
</TABLE>



NeuroGenesis, Inc.
=====================================================
Notes to Financial Statements December 31, 2002

Note 1 - Organization
NeuroGenesis, Inc. (the Company) is a Delaware
Corporation and is the successor to the business
operations of Matrix Technologies, Inc., a Texas
Corporation, which was incorporated in November 1984
for the purpose of the completing the development of a
series of products to be used as adjuncts to therapy
by the substance-abuse treatment community.

In November of 1989, one of the components of the main
product, l-tryptophan, was banned by the FDA. This required
destruction of product inventory and resulted in a
substantial decline in sales over the next few years.
During 1991 the majority of directors resigned and new
directors were elected. By 1993 sales had fallen to
less than 20% of the 1990 levels. In 1991 one of the Company's
original Founders formed a new company, Natural Neuro Nutrition, Inc.
(3NI), to develop new research and pursue similar goals of the
original company.

NeuroGenesis, Inc. unsuccessfully pursued legal action against
the new company, 3NI, which was settled in August of
1993 and resulted in the Company giving 3NI a royalty free license
and reinstating the founder of 3NI on the Board of Directors of
NeuroGenesis, Inc.

After settlement of the litigation in 1993, the Founder began
reorganization of NeuroGenesis, Inc. The Company, from an operational
point of view, was basically inactive until February 1998.
At that time the Company acquired 3NI and a network
marketing company, Neuro Health Products, in exchange for 500,000
shares of common stock valued at approximately $62,500.

Note 2 - Summary of Significant Accounting Policies

Inventory  Inventories are stated at the lower of cost or market.
Cost is determined usingan average cost method.

Property and Equipment - Property, and equipment are reported at cost.
Repairs and maintenance costs are charged to operations when incurred.


Depreciation - Depreciation is calculated using the straight-line
method, based on the estimated useful life of the respective asset,
which ranges between five years and ten years. Depreciation expense
for 2002 and 2001 was $7,974 and $7,7671 respectively.

Stock Based Compensation - The Company accounts for all transactions
under which employees, officers and directors receive shares of
stock or options in the Company in accordance with the provisions of
Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees," ("APB 25"), under which no compensation
cost is recognized. The Company adopted Statements of Financial
Accounting Standards No. 123 ("SFAS No. 123"), "Accounting for
Stock-Based Compensation," for disclosure purposes, and has adopted
the proforma disclosure requirements of SFAS 123. Accordingly, no
compensation has been recognized in the results of operations for the
employee, officers and directors stock plan other than for
options issued at an exercise price below market price, to non- employees
for consulting services or to debt providers that had stock or
options attached.


Fair Value of Financial Instruments - The Financial Accounting
Standards Board(FASB) Statement No. 107. Disclosure About Fair
Value of Financial Instruments is a part of a continuing process
by the FASB to improve information on financial statements. The
carrying amounts reported in the balance sheet for the Company's
assets and liabilities approximate their fair values as of
December 31, 2002 and 2001.


Impairment of Long-Lived Assets - The Company follows SFAS No. 121,
Accounting for Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of.The Statement requires that long-lived
assets and certain identifiable intangibles to be held and used by
an entity be reviewed for impairment whenever events of changes in
circumstances indicate that the carrying amount of an asset may not
be recoverable.


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


Accounting Method - The Company's financial statements are prepared using
the accrual method of accounting. Revenues are recognized when earned
and expenses when incurred. Fixed assets are stated at cost. Depreciation
and amortization are calculated using the straight-line method for financial
reporting and income tax purposes.

Revenues are recognized in the period in which they occur. Revenues
are recognized from sales of products when they are shipped. Revenue
and expenses are accrued at the end of the accounting periods for
proper accounting in order to comply with generally accepted
accounting procedures.


Recent Accounting Pronouncements
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets". SFAS No. 144 addresses
financial accounting and reporting for the impairment or disposal of
long-lived assets. It supersedes SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets
To Be Disposed Of", and the accounting and reporting provisions of
Accounting Principles Board Statement ("APB") 30, "Reporting the
Results of Operations - Reporting the Effects of Disposal of a Segment
of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions", for the disposal of a segment of a business.
The Company is required to adopt SFAS No. 144 on October 1,
2002. The Company does not expect that the adoption of SFAS No. 144 will
have a material effect on its financial position, results of operations
or cash flows.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections".
SFAS No. 145 requires the classification of gains and losses from
extinguishments of debt as extraordinary items only if they meet certain
criteria for such classification in APB No. 30, "Reporting the Results of
Operations, Reporting the Effects of Disposal of a Segment of a Business,
and Extraordinary, Unusual, and Infrequently Occurring Events and
Transactions". Any gain or loss on extinguishments of debt classified as an
extraordinary item in prior periods that does not meet the criteria must
be reclassified to other income or expense. These provisions are
effective for fiscal years beginning after May 15, 2002. Additionally,
SFAS No. 145 requires sale-leaseback accounting for certain lease
modifications that have economic effects similar to sale-leaseback
transactions. These lease provisions are effective for transactions
occurring after May 15, 2002. The Company does not expect the adoption
of SFAS No. 145 to have a material effect on its financial position,
results of operations or cash flows.


In July 2002, the FASB issued SFAS No. 146 , "Accounting for Costs
Associated with Exit or Disposal Activities". SFAS No. 146 replaces
"Emerging Issues Task Force Issue No. 94-3, "Liability Recognition f
or Certain Employee Termination Benefits and Other  Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)". SFAS


Recent Accounting Pronouncements

No. 146 requires companies to recognize costs associated with exit
or disposal activities when they are incurred rather than at the date
of a commitment to an exit or disposal plan. Examples of costs covered
by the standard include lease termination costs and certain employee
severance costs that are associated with a restructuring,
discontinued operation, plant closing, or other exit or disposal
activity. SFAS No. 146 is to be applied prospectively to exit or
disposal activities initiated after December 31, 2002. The Company
does not expect the adoption of SFAS No. 146 to have a material
effect on its financial position, results of operations or cash flows.


Note 3  Patents and Royalties

The Company has developed three patents since 1984. Registration of
the first two patents was assigned to a key stockholder and officer of
the Company in 1995 to partially satisfy a debt obligation. At the time
of transfer the patents were valued at $89,153. A third patent was
developed in 1999 at a cost of $10,410. The third patent was split into
two applications by the Patent and Trademark Office (PTO). The first of
these was awarded in 1999 and the second was awarded in 2001 at cost of
$3,059. It is not certain if and when these patents will be assigned to
the company by the two inventors (both officers of the Company).

An agreement exists between NeuroGenesis, Inc. and a key stockholder and
officer, which allows the Company to use the patents without paying
royalties as long as the stockholder remains an officer of the Company
and receives remuneration according to the compensation agreement outlined
in Note 7. No compensation was paid to this officer, under the
compensation agreement, during 2002 and 2001.

The patent assignment and royalty agreement requires the Company to pay
royalties of $.01 for each capsule manufactured by the Company if the
conditions stated above are not met. No royalty fees were paid to this
officer or accrued under this agreement during 2002 and 2001.

All legal fees associated with the development and protection of the
patents have been paid by the Company and all proceeds of the law suits
have been given to the Company even though the patents are registered to
key employees and shareholders of the Company.

All royalty income earned in prior years has been given to the Company.
No royalty income was earned during 2002. NeuroGenesis, Inc. received
royalty income of $19,500 related to the patents assigned to the officer
and stockholder during 2001.


Note 4  Patent Infringement Litigation
The Company has been involved in extensive litigation developing and
protecting the first two patents. In September 1998 the Company obtained
a judgment against a former officer and stockholder of NeuroGenesis, Inc.,
in the amount of $7.2 million for patent, trademark and trade dress
infringement, misrepresentation, conversion breach of contract
and breach of fiduciary duty. Although the Company prevailed, the
defendant died prior to settlement of the judgment. Settlement with
the estate of the defendant provided a $15,000 cash payment to
NeuroGenesis, Inc. and conveyance of product inventory and accounts
receivable valued at $19,796. The $15,000 cash was paid to legal
counsel according to terms of the contingency agreement and for
accrued legal expenses.

In September 1999 the Company obtained a permanent injunction and
a $50,000 judgment against an ex-distributor of NeuroGenesis, Inc.
and his company for patent, trade mark and trade dress infringement,
misrepresentation in commercial advertisement, misappropriation of
trade secret, business defamation and product disparagement, libel
and slander.

Legal counsel for NeuroGenesis, Inc. filed suit against the defendant
in December 1999 for refusal to abide by the September arbitration
award. Management agreed to settle the case for $15,000 which was
received during 2002.


Note 5 - Note Payable
In March 1995 NeuroGenesis, Inc. had a $446,459 bank loan, which was
personally guaranteed by an officer and major stockholder. The bank
exercised the guarantee and collected the amount due from the individual
shareholder. In consideration to the shareholder for satisfying the
debt, the Company issued shares of common stock valued at $165,878 and
the balance of $280,581 was issued as a demand note, which bears
interest at a rate of 6.0 % per annum. In April 1995 the Company
transferred ownership of two patents, valued at $89,153 to the officer
and stockholder to reduce the balance due on the demand note.


During 1997 the Company applied $80,000 of royalty income against
this shareholder's note balance and paid the shareholder an additional
$5,000 against the note. The remaining principal balance of $106,428
has been renewed annually with accrued interest. Total principal
and interest outstanding at December 31, 2002 and 2001 was
$183,665 and $173,269. Interest expense associated with this note
was $10,396 and $8,002 for 2002 and 2001 respectively.

During 2001 the Company also had a line of credit in the amount
of $45,000 from Lloyds TSB Bank in London England. The note accrued
interest at 5.25% and matured in 2002. The same officer and
stockholder paid off the line of credit with his personal funds.
The Company has agreed to pay the shareholder on the same terms as
the original note. Total principal due as of December 31, 2002
was $39,000. Interest expense associated with this note was
$2,395 for 2002.

Total interest expense on all obligations was $12,924 and
$8,002 for 2002 and 2001 respectively.

In addition to this note the Company is indebted to the same
officer and stockholder for legal expenses paid in connection
with the lawsuit filed by NeuroGenesis, Inc. against 3NI,
Lloyd's Bank, and the Company officer, which was settled in 1993.
The amount owed is not evidenced by a note and is not accruing
interest. The balance owed to the stockholder was $84,314 at
December 31, 2002 and $107,228 at December 31, 2001.


Note 6  Income Taxes
The Company has net operating loss carry forwards available to
offset future taxable income of $1,710,032 and $1,770,623 for
2002 and 2001, respectively. Approximately $50,000 will expire
in 2003. Approximately $400,000 will expire in 2005, $679,759 in
2006, $119,923 in 2007, $3,663 in 2008, and the balance of $78,359
in 2009. The Company's tax records for 1992-1994 are not available
as of the date of this report. These records were not turned over
the current management when all other directors resigned
in 1994 (See Note 1).

Deferred tax benefits and liabilities are calculated using enacted
tax rates in effect for the year in which the differences are
expected to reverse. The following is a schedule of the
composition of the provision for income taxes:

					2002 		2001
Current 				$ -0- 		$ -0-
Deferred 				  -0-             -0-
					______		_____
Total provisions for income taxes 	$ -0- 		$ -0-
					======		======

Deferred federal income taxes consist of future tax benefits and
liabilities attributed to:
					2002 		2001
Net operating loss carryforward 	$ 645,092 	$ 653,891
Valuation allowance 			 (645,092)      ( 653,891)
					__________	__________
Total provisions for income taxes  	$      -0-      $     -0-
					==========	==========

Note 7 Employment Agreements

During 2002 the Company agreed to pay certain directors and
employees compensation based on net cash flow available, up to
$7,000 per month, retroactive to December 1, 2001. During 2002
NeuroGenesis, Inc. paid $19,500 under this agreement. Deferred
compensation authorized and accrued as of December 31, 2002 was
$35,000. A key director and stockholder waived an accrual of $39,000
under this agreement for 2002.


Note 8  Operating Lease
The Company leases its corporate headquarters in Houston, Texas for
office and warehouse space. On April 1, 2001 the Company entered into
a thirty-six (36) month lease for approximately 5,877 square feet.
The monthly rent is $4,621 per month. The lease expires on March 31, 2005.
At December 31, 2002, future minimum lease payments under this
lease is as follows:

		2003	 $ 55,453
		2004 	   55,453
		2005 	   13,863
			 _________
			 $124,769

Note 9  Food and Drug Administration Regulations

The Company presently markets its products as nutritional products,
rather than therapeutic products. The potential exists whereby the
Company would be required to obtain approval from the Food and Drug
Administration (FDA) to market its products. In addition, many states
have statutory authority to regulate drugs and other nutritional
products. Therefore, there is risk that the Company's products may
become subject to state and federal regulations, and there is no
guarantee that FDA approvals, if required, would be granted. 3

Note 10  Subsequent Events
There were no subsequent events that warrant disclosure that has
occurred since the balance sheet date.......................end




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 WIH SECTION 16(A) OF THE EXCHANGE ACT

(A) IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

At the annual meeting of the Company's shareholders in 2002 the
shareholders elected the following officers and Directors for the Company:
<TABLE>
Name and Address                Age          Position

<S>				<C>	     <C>
Albert H. Bieser             	69           President,
15535 St. Cloud                              Treasurer and
Houston, Texas 77062			     Chairman


Lary A. Dorrington   		45 	     Vice President,
P. O. Box 361 				     Secretary and
Seabrook, Texas 77586			     Director


William R. Barrow 		59	     Director
P. O. Box 678
Seabrook, Texas 77586


Terry Neher			62	     Vice President and
25717 118th Place SE 			     Director
Kent, Washington 98031
</TABLE>


Albert H. Bieser is Board Chairman, President, Treasurer, a principal
stockholder and a founding member of the Company. He holds Bachelor
of Science Degrees in Business Administration (1953 )and Electrical
Engineering (1959)from the University of Colorado. He also holds a
Master of Science Degree in Electrical Engineering from Southern Methodist
University (1963). Prior to 1984, Mr. Bieser served as the President of
B. E. Industries, Inc., a successful private company that manufactured
ship board satellite antenna aiming systems, President of General Computer
Systems, Inc. a publicly held firm which manufactured a proprietary
"key-disk-tape" data entry subsystem and as Managing Director of Recognition
Equipment-Europe,a computer related company.

Lary A. Dorrington is Vice President of Marketing, Secretary, Director
and a principal shareholder of the Company. He holds a Bachelor of
Science Degree in Biology and Chemistry (1979) and a Master of Science
Degree in Management (1989)from the University of Houston. He served
in retail corporate management with Joske's of Houston (department stores)
until 1981. Mr. Dorrington has been a professional educator
for the past nineteen years. He is a Past President of the Clear
Creek Educators Association, a member of Phi Delta Kappa, the Association
for Supervision and Curriculum Development, the Texas Science Teachers,
the National Science Teachers Association, the Texas
Association of Secondary School Principals and the National Association
of Secondary School Principals

William R. Barrow, Director, holds a Bachelor of Science Degree
in Chemical Engineeringfrom the University of Texas. He has twenty-five
years experience as an independent oil operator and has drilled and
operated numerous shallow wells in South Texas, as well as, deeper
wells in Texas and Louisiana. Currently Mr. Barrow is President of
Seabrook Energy Corporation.

Dr. Terry Neher, DDS, CCDS, CAC is a Vice President and Director.
He received his DDS Degree from Creighton University (1964) and
his Substance Abuse Certification from Spokane Fall College (1986).
He recently retired from the position of the Executive Director of the
Chemical Dependency Coalition and is a professor in the Spokane Falls
Substance Abuse Program. His research in substance abuse field since
1970 has developed him as a recognized leader in the Medical Model
of Addiction. It is expected that he will join the company on a full
time basis in 2002.

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

Section 16(A) of the Securities Exchange Act of 1934 as amended,
(the"Exchange Act") requires the Company's officers and Directors and
persons who own ten percent or more of the outstanding shares of a
registered class of the Company's equity securities, to file reports
 of ownership and changes in ownership with the Securities and Exchange
 Commission. Officers, Directors and ten percent or more
owners are required by the Securities and Exchange Commission
regulations to furnish the Company with copies of all Section 16(A)
forms they file.

Management believes that during the period from December 31, 2002
through January 1, 2003 all Section 16(A)filing requirements applicable
to its current officers, directors and ten percent or greater
beneficial shareholders were complied with.

ITEM 10 EXECUTIVE COMPENSATION

The following table provides certain summary information
concerning the compensation for each of the officers and
directors during the current fiscal year:

Name Principal          Position           Annual Compensation

Albert H. Bieser        President, CEO,    Up to $65,000 per yr.
                        Director           None paid in 2002

Lary A. Dorrington      Vice President,    Up to $55,000 per yr.
                        Director           $13,000 paid in 2002

Terry Nehr              Vice President,    $38,000 paid in 2002
                        Director


ITEM 11  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the stock ownership of each person
known by the Company to be the beneficial owner of five percent (5%)
 or more of the Company'sCommon stock as of December 31, 2001. Unless
otherwise indicated, each person has beneficial voting and investment
power with respect to the shares owned.
<TABLE>
Name and Address               Number of Shares        Percent of Total
<CAPTION>
<S>				 <C>			 <C>
Albert H. Bieser                 1,001,724               45.83%
15535 St. Cloud
Houston, Texas 77062

Lary A. Dorrington                 106,041                4.85%
P. O. Box 361
Seabrook, Texas 77586

Dr. Terry Neher                    140,039                6.41%
P. O. Box 1266.
Thayne, WY 83127

</TABLE>

The following table sets forth the common stock ownership of all
officers and directors of the Company as of December 31, 2001.
<TABLE>
Name and Address  	  Title  	  Number of Shares  	Percent of Total
<CAPTION>
<S>			 <C>		  <C>			  <C>
Albert H. Bieser  	 President        1,001,724       	  45.83%
15535 St. Cloud    	 Director
Houston, Texas 77062

Lary A. Dorrington 	 Vice President     106,041         	  4.85%
P. O. Box 361     	 Director
Seabrook, Texas 77586

Dr. Terry Neher   	 Vice President     140,039         	  6.41%
P. O. Box 1266    	 Director
Thayne, WY 83127

</TABLE>



ITEM 12   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

		None




ITEM 13   EXHIBITS AND REPORTS ON FORM 8-K

               	 None

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report on Form 10-KSB to be signed
on its behalf by the undersigned, thereunto duly authorized, on this 31st
day of March 2003

NEUROGENESIS INC.

By  /s/ Albert H. Bieser /s/
   _________________________
   Albert H. Bieser, Chief Executive Officer


NEUROGENESIS INC.

By /s/ Albert H. Bieser /s/
__________________________
Albert H. Bieser, Chief Financial Officer

Certifications

Albert H. Bieser certifies that:

1. I have reviewed this Annual Report of Neurogenesis, Inc. on Form 10-KSB

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 this
   Annual Report.
3. Based on my knowledge, the financial statements and other financial
   information included in this Annual Report, fairly represent in all
   material aspects the financial conditions, result of operations and
   cash flow of the Registrant as of and for the periods presented in
   this Annual Report.

4. The Registrants other certifying officers 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 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 Registrants 's disclosure controls
    and procedures as of a date within ninety (90) days prior to the
    filing date of this Annual Report ( the"Evaluation Date"), and
(c) presented in this Annual Report our conclusions about the effectiveness
    of the disclosure controls and procedures based on our evaluation as of
    the Evaluation Date.

5. The Registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the Registrant's Auditors
and the Audit Committee of the Registrant's Board of Directors
(or persons performing the equivalent function);

	(a) all significant deficiencies in the design or operation of
	internal controls which could adversely affect the Registrants
	ability to record, process, summarize and report financial data
	and have identified for the Registrant's Auditors any material
	weaknesses in the Registrant's 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 officers and I have indicated in this
Annual Report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,including
any corrective actions with regard to significant deficiencies and
material weaknesses.


Dated: March 31, 2003

/s/ Albert H. Bieser /s/
_______________________
Albert H. Bieser
Chairman, President, Treasurer and
Chief Financial Officer