SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

             (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
       THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
                                  June 30, 2001


            ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                          COMMISSION FILE NO. 000-30331

                                 STRUTHERS, INC.
                                 ---------------
             (Exact name of registrant as specified in its charter)


           NEVADA                                     57-1075246
  (State or other jurisdiction of         (I.R.S. Employer Identification No.)
  of incorporation or organization)

                     605 ROSSVILLE ROAD, WAUKON, IOWA 52172
                     --------------------------------------
                    (Address of principal executive offices)

                                 (563) 568-4950
                                 --------------
              (Registrant's telephone number, including area code)


              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by checkmark 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.   X  Yes       No
                                    ---       ---


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

As of June 30, 2001, there were 405,327,106 shares of common stock outstanding.
As of August 14, 2001 there were 630,999,901 shares of common stock outstanding.



<PAGE>




                         PART 1 - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS

STRUTHERS, INC. AND SUBSIDIARIES
(A NEVADA CORPORATION)
WAUKON, IOWA




TABLE OF CONTENTS
-----------------------------------------------------------------------------



Independent Accountants' Report                                     F-1

Consolidated Balance Sheets at June 30, 2001 (Unaudited)
    and December 31, 2000                                           F-2

Consolidated Statements of Changes in Stockholders' Equity
    for the Six Months Ended June 30, 2000 (Unaudited),
    December 31, 2000 and the Six Months Ended June 30,
    2001 (Unaudited)                                                F-3

Consolidated Statements of Operations for the Three months
    Ended June 30, 2001 and 2000 (Unaudited) and for the Six
    Months June 30, 2001 and 2000 (Unaudited)                       F-4

Consolidated Statements of Cash Flows for the Six Months
    Ended June 30, 2001 and 2000 (Unaudited)                        F-5

Notes to the Consolidated Financial Statements (Unaudited)          F-6 to F-7












<PAGE>





















                           INDEPENDENT ACCOUNTANTS' REPORT




To the Board of Directors
  and Stockholders
Struthers, Inc. and Subsidiaries
(A Nevada Corporation)
WAUKON, IOWA


           We have reviewed the accompanying consolidated balance sheets of
Struthers, Inc. and Subsidiaries as of June 30, 2001, the related consolidated
statements of changes in stockholders equity, consolidated statements of
operations for the three months and six months ended June 30, 2001 and 2000, and
the consolidated statements of cash flows for the six months ended June 30, 2001
and 2000 in accordance with standards established by the American Institute of
Certified Public Accountants. All information included in these consolidated
financial statements is the responsibility of the Company's management.

           A review of interim financial information consists principally of
inquiries of Company personnel and analytical procedures applied to the
financial data. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States of
America, the objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express such an
opinion.

           Based on our review, we are not aware of any material modifications
that should be made to the accompanying consolidated financial statements in
order for them to be in conformity with accounting principles generally accepted
in the United States of America.

           We have previously audited, in accordance with auditing standards
generally accepted in the United States, the consolidated balance sheets of
Struthers, Inc. and Subsidiary as of December 31, 2000 and 1999, and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for years then ended, and in our report dated February 23, 2001, we
expressed an unqualified opinion on those consolidated financial statements.




/s/ Rotenberg & Company, LLP

Rotenberg & Company, LLP
Rochester, New York
  August 14, 2001


                                     F - 1




<PAGE>



<TABLE>
<CAPTION>

STRUTHERS, INC. & SUBSIDIARIES
(A NEVADA CORPORATION)
WAUKON, IOWA




CONSOLIDATED BALANCE SHEETS AT June 30, 2001 (UNAUDITED) AND DECEMBER 31, 2000
------------------------------------------------------------------------------------------------------------------
                                                                    (Unaudited)
                                                                     June 30,          December 31,
                                                                       2001               2000
------------------------------------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS

<S>                                                                <C>              <C>
Cash and Cash Equivalents                                            $118,966         $1,446,436
Accounts Receivable                                                   829,231            529,855
Note Receivable - Officer                                             150,000            150,000
Inventory                                                             548,011            575,687
Prepaid Expenses and Deposits                                         226,998            190,259
------------------------------------------------------------------------------------------------------------------

TOTAL CURRENT ASSETS                                                 1,873,206         2,892,237

PROPERTY AND EQUIPMENT - Net of Accumulated Depreciation             3,806,278         3,762,427

INTANGIBLE ASSETS - Net of Accumulated Amortization                  3,690,197         3,884,778
------------------------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                         $9,369,681       $10,539,442
------------------------------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable and Other Current Liabilities                       $507,681         $  362,696
Notes and Mortgages Payable - Due Within One Year                     215,455             24,853
Stock Payable - Due Within One Year                                  1,000,000         1,000,000
------------------------------------------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                            1,723,136         1,387,549

Notes and Mortgages Payable - Due After One Year                      480,223            120,363
------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES                                                    2,203,359         1,507,912
------------------------------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY
Common Stock - $.001 Par; 900,000,000 Shares Authorized;
               405,327,106 Shares Issued and Outstanding
                as of June 30, 2001 and December 31, 2000,
                Respectively                                          405,327            378,377
Convertible Preferred Stock- $.001 Par; 6,500,000 Shares Authorized;
               3,439,175 and 6,158,754 Shares Issued and Outstanding
               as of June 30, 2001 and December 31, 2000, Respectivel   3,439              6,159
Preferred Stock - $.001 Par; 6,520,000 Shares Authorized,
                  6,500,000 Shares Issued and Outstanding                  20                 20
Additional Paid-in Capital                                         12,998,778         13,023,008
Deficit                                                            (6,241,242)        (4,376,034)
------------------------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY                                          7,166,322          9,031,530
------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $9,369,681        $10,539,442
------------------------------------------------------------------------------------------------------------------

</TABLE>




    The accompanying notes are an integral part of this financial statement.

                          See Accountants Review Report

                                     F - 2




<PAGE>



<TABLE>
<CAPTION>

STRUTHERS, INC. & SUBSIDIARIES
(A NEVADA CORPORATION)
WAUKON, IOWA



     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
-------------------------------------------------------------------------------

                                                                             Convertible
                                                      Common Stock        Preferred Stock  Additional               Total
                                              -------------------------- ------------------
                                                                                           Paid-In               Stockholders'
                                               Shares     Par Value   Shares  Par Value     Capital     Deficit      Equity
--------------------------------------------------------------------------------------------------------------------------------

<S>                                           <C>           <C>        <C>     <C>     <C>           <C>           <C>
BALANCE - DECEMBER 31, 1999                   356,722,620   $356,723        --    $ --    $1,381,941  $(1,166,190)  $   572,474

Issuance of Common Stock in Connection
 with Legred Acquisition at $.1126 per Share    6,660,000      6,660        --      --       743,340         --         750,000

Issuance of Common Stock in Connection
 With Legred Acquisition at $.6300 per Share    1,587,302      1,587        --      --       998,413         --       1,000,000

Shares Issued to Employees
 - Previously Granted Shares                    5,000,000      5,000        --      --        45,000         --          50,000

Issuance of Preferred Stock
  for Cash at $1.00 Per Share                        --         --     6,500,000   6,500   6,493,500         --       6,500,000

Net Loss for the Six months Ended (Unaudited)        --         --          --      --          --       (288,645)     (288,645)
------------------------------------------------------------------------------------------------------------------------------

BALANCE - JUNE 30, 2000                       369,969,922   $369,970   6,500,000  $6,500  $9,662,194  $(1,454,835)  $ 8,583,829
------------------------------------------------------------------------------------------------------------------------------

Issuance of Preferred Stock
  for Cash at $1.00 Per Share                        --         --        20,000      20      19,980                     20,000

Issuance of Common Stock in
   Connection with the Acquisitions of:
   Elite Visions at $.82 Per Share              2,303,488      2,303        --      --     1,886,587                  1,888,890
   Legred at $.40 Per Share                     2,457,002      2,457        --      --       997,543                  1,000,000
   Muller A.I. at $.51238 Per Share               195,168        195        --      --        99,805                    100,000
   AutoPacker at $.48356 Per Share                 10,340         10        --      --         4,990                      5,000

Shares Issued to Employees for Services
  Rendered                                         39,000         39                          15,171                     15,210

Shares Issued to Consultants for Services
  Rendered at $.48 Per Share                       60,000         60        --      --        28,740                     28,800

Shares Issued to Consultants for Services
  Rendered at $1.20 Per Share                      50,000         50        --      --        59,950         --          60,000

at $.49 Per Share                                 100,000        100        --      --        48,900         --          49,000

at $.42 Per Share                                 200,000        200        --      --        83,800         --          84,000

at $.33 Per Share                                 200,000        200        --      --        65,800         --          66,000

at $.20 Per Share                                  50,000         50        --      --         9,950         --          10,000

Shares Issued as a Charitable Contribution        100,000        100        --      --        41,900         --          42,000

Conversion of Class B Preferred Stock
  Into Common Stock                             2,642,336      2,643    (341,246)   (341)     (2,302)        --

Net Loss - July 1 - December 31, 2000                                                                  (2,921,199)   (2,921,199)
-----------------------------------------------------------------------------------------------------------------------------

BALANCE - DECEMBER 31, 2000                   378,377,256    378,377   6,178,754   6,179  13,023,008   (4,376,034)    9,031,530
------------------------------------------------------------------------------------------------------------------------------

Conversion of Class B Preferred Stock
Into Common Shares                             26,949,850     26,950  (2,719,579) (2,720)    (24,230)        --            --

Net Loss for the Six months Ended                      --         --         --       --          --   (1,865,208)   (1,865,208)
-------------------------------------------------------------------------------------------------------------------------------

BALANCE - JUNE 30, 2001                       405,327,106   $405,327   3,459,175  $3,459  $12,998,778 $(6,241,242)  $ 7,166,322
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>


The accompanying notes are an integral part of this financial statement.

                          See Accountants Review Report

                                      F - 3


<PAGE>


<TABLE>
<CAPTION>


STRUTHERS, INC. & SUBSIDIARIES
(A NEVADA CORPORATION)
WAUKON, IOWA

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


                                                                     Three months                        Six Months
                                                                     Ended June 30,                      Ended June 30,
                                                        ---------------------------------------------------------------------

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

<S>                                                         <C>                  <C>           <C>               <C>
REVENUES                                                     $ 1,019,135          $ 887,526     $ 1,976,274       $ 1,783,059

Cost of Sales                                                    929,702            563,551       1,786,011         1,179,147
-----------------------------------------------------------------------------------------------------------------------------

GROSS PROFIT                                                      89,433           323,975         190,263           603,912
-----------------------------------------------------------------------------------------------------------------------------

EXPENSES
Research and Development                                          63,543            73,474         143,989            82,106
Marketing and Advertising                                         12,491            23,006          33,499            50,351
General and Administrative                                       494,924           547,293       1,167,189           800,404
Amortization and Depreciation                                    381,884           248,854         718,457           494,408
-----------------------------------------------------------------------------------------------------------------------------

TOTAL EXPENSES                                                   952,842           892,627       2,063,134         1,427,269
-----------------------------------------------------------------------------------------------------------------------------

LOSS BEFORE OTHER INCOME AND (EXPENSES)                         (863,409)         (568,652)     (1,872,871)         (823,357)

OTHER INCOME AND (EXPENSES)
Interest Income                                                       --            36,342           7,663            38,403
-----------------------------------------------------------------------------------------------------------------------------

LOSS BEFORE PROVISION FOR INCOME TAXES                          (863,409)         (532,310)     (1,865,208)         (784,954)

Provision for Income Taxes                                            --                --               --                --
-----------------------------------------------------------------------------------------------------------------------------

NET LOSS                                                      $ (863,409)        $(532,310)    $(1,865,208)      $  (784,954)
-----------------------------------------------------------------------------------------------------------------------------

WEIGHTED AVERAGE NUMBER
   OF COMMON SHARES OUTSTANDING                              398,409,979       346,677,550     387,827,266       346,677,550
-----------------------------------------------------------------------------------------------------------------------------

LOSS PER COMMON SHARE- BASIC AND DILUTED                       $  (0.001)        $  (0.001)      $  (0.001)        $  (0.001)
-----------------------------------------------------------------------------------------------------------------------------


</TABLE>



                 The accompanying notes are an integral part of
                           this financial statement.


                          See Accountants Review Report

                                     F - 4








<PAGE>


<TABLE>
<CAPTION>

STRUTHERS, INC. & SUBSIDIARIES
(A NEVADA CORPORATION)
WAUKON, IOWA

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
-------------------------------------------------------------------------------------------

For the Six months Ended June 30,                                   2001          2000
-------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                          <C>            <C>
Net Loss                                                        $(1,865,208)   $(784,954)

ADJUSTMENTS TO RECONCILE NET LOSS TO
  NET CASH FLOWS FROM OPERATING ACTIVITIES:
Amortization and Depreciation                                       718,457      484,469

CHANGES IN ASSETS AND LIABILITIES:
Accounts Receivable                                                (299,376)    (193,066)
Other Receivables                                                      --        (34,122)
Inventory                                                            27,676     (350,066)
Prepaid Expenses and Deposits                                       (36,739)     (31,726)
Accounts Payable and Other Current Liabilities                      144,985       41,261
Other                                                                  --            405
-------------------------------------------------------------------------------------------

NET CASH FLOWS FROM OPERATING ACTIVITIES                         (1,310,205)    (867,799)
-------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Property and Equipment                                 (251,274)  (1,093,903)
Investments                                                          --          (10,000)
-------------------------------------------------------------------------------------------

NET CASH FLOWS FROM INVESTING ACTIVITIES                           (251,274)  (1,103,903)
-------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Issuance of Common Stock                                 --      6,500,000
Proceeds from Debt                                                  240,932       --
Repayment of Mortgage and Note Payable                               (6,923)    (900,213)
-------------------------------------------------------------------------------------------

NET CASH FLOWS FROM FINANCING ACTIVITIES                            234,009    5,599,787
-------------------------------------------------------------------------------------------
Net Increase (Decrease) in Cash and Cash Equivalents             (1,327,470)   3,628,085

Cash and Cash Equivalents - Beginning of Period                   1,446,436      201,160
-------------------------------------------------------------------------------------------

Cash and Cash Equivalents - End Of Period                       $   118,966   $3,829,245
-------------------------------------------------------------------------------------------

</TABLE>


    The accompanying notes are an integral part of this financial statement.

                          See Accountants Review Report

                                     F - 5


<PAGE>




<TABLE>
<CAPTION>


STRUTHERS, INC. & SUBSIDIARIES
(A NEVADA CORPORATION)
WAUKON, IOWA



STATEMENTS OF CASH FLOWS (UNAUDITED)
-------------------------------------------------------------------------------------


SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
-------------------------------------------------------------------------------------


For the Six Months Ended June 30,                                           2001
-------------------------------------------------------------------------------------

<S>                                                                  <C>
Acquisition of Building via Debt                                        $   300,000

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



For the Six Months Ended June 30,                                           2000
-------------------------------------------------------------------------------------


Issuance of Stock in Connection with Acquisition of Legred Subsidiary   $ 1,000,000
-------------------------------------------------------------------------------------


Issuance of Stock to Employees - Previously Granted Shares                   50,000
-------------------------------------------------------------------------------------


Acquisition of Subsidiaries - Elite Visions, Inc.
    Assets Purchased                                                      1,910,860
    Liabilities Assumed                                                     243,585
-------------------------------------------------------------------------------------
                                                                          2,154,445
    Less: Liabilities Assumed                                              (243,585)
    Less: Purchase Price Financed via Future Stock Issuance              (1,888,860)
-------------------------------------------------------------------------------------

Cash Paid                                                                    22,000
-------------------------------------------------------------------------------------


Acquisition of Subsidiaries - Muller A.I., Inc.
    Assets Purchased                                                        231,290
    Liabilities Assumed                                                      21,567
-------------------------------------------------------------------------------------
                                                                            252,857
    Less: Liabilities Assumed                                               (21,567)
    Less: Purchase Price Financed via Future Stock Issuance                (100,000)
-------------------------------------------------------------------------------------

Cash Paid                                                                   131,290
-------------------------------------------------------------------------------------

Acquisition of Property and Equipment via Mortgage                           40,000

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

</TABLE>



    The accompanying notes are an integral part of this financial statement.


                          See Accountants Review Report





                                       8


<PAGE>


STRUTHERS, INC. AND SUBSIDIARIES
(A NEVADA CORPORATION)
WAUKON, IOWA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -(UNAUDITED)
--------------------------------------------------------------------------------
NOTE A -   BASIS OF PRESENTATION
           The condensed consolidated financial statements of Struthers,
           Inc. and Subsidiaries (Struthers) included herein have been
           prepared by Struthers, without audit, pursuant to the rules and
           regulations of the Securities and Exchange Commission (the
           "SEC"). Certain information and footnote disclosures normally
           included in financial statements prepared in conjunction with
           generally accepted accounting principles have been condensed or
           omitted pursuant to such rules and regulations, although
           Struthers believes that the disclosures are adequate so that
           the information presented is not misleading. These condensed
           financial statements should be read in conjunction with the
           annual audited financial statements and the notes thereto
           included in Struthers annual report on Form 10-K, and other
           reports filed with the SEC.

           The accompanying unaudited interim financial statements reflect
           all adjustments of a normal and recurring nature that are, in
           the opinion of management, necessary to present fairly the
           financial position, results of operations and cash flows of
           Struthers for the interim periods presented. The results of
           operations for these periods are not necessarily comparable to,
           or indicative of, results of any other interim period or for
           the fiscal year as a whole. Factors that affect the
           comparability of financial data from year to year and for
           comparable interim periods include the acquisitions of
           subsidiaries, and general and administrative costs incurred in
           connection with raising capital and in registering Struthers
           common shares with Securities and Exchange Commission. Certain
           financial information that is not required for interim
           financial reporting purposes has been omitted.

NOTE B -   PRINCIPLES OF CONSOLIDATION
           The consolidated financial statements include the accounts of the
           Company and its subsidiaries, Legred Struthers Genetics, Inc., Elite
           Visions, Inc., and Muller A.I., Inc. All significant intercompany
           balances and transactions have been eliminated in consolidation.

NOTE C -   Other Matters
           Certain amounts in the prior year financial statements have been
           reclassified to conform with the current year presentation.

Note D -   Prior Period Adjustment
           The accompanying financial statements for the six months ended June
           30, 2001 have been restated to correct an overstatement of revenue,
           cost of sales, and expenses reported in the three months ended March
           31, 2001. The effect of the restatement was to reduce previously
           reported net income by $27,135. This restatement had no effect on
           retained earnings at December 31, 2000 or June 30, 2001.

Note E -   Loan Payable
           During the three months ended June 30, 2001 the company borrowed
           $190,000 under a promissory note. The note bears interest at 10% per
           annum and is due in full at the earlier of August 1, 2001 or the date
           which the company receives the sum in excess of $400,000 under its
           equity financing agreement with Alpha Venture Capital, Inc. The loan
           is secured by a leasehold mortgage on property leased by the company
           in Fairbault County, Minnesota.

Note F -   Capital Acquisition
           During the quarter ended June 30, 2001, the company acquired a
           building in Waukon, Iowa for $300,000 via the assumption of an
           outstanding mortgage on the property. F-6



                                      F-6


<PAGE>


STRUTHERS, INC. AND SUBSIDIARIES
(A NEVADA CORPORATION)
WAUKON, IOWA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -(UNAUDITED)
--------------------------------------------------------------------------------
Note G -   Stock Payable
           The final installment due in stock under the purchase agreement with
           Legred Genetics, Inc. and Brent Legred was due May 2, 2001. The
           installment amount of $1,000,000 was payable in the number of shares
           equivalents at the fair market value of the common stock on the due
           date. The final installment was to be reduced by the percentage which
           net income from semen sales per 100 Boars for the previous 18 months
           was less than $600,000. The Amount is currently being disputed by the
           company with the creditor.

Note H -   Name Change
           Effective May 24, 2001, the company changed the names of its
           subsidiaries as follows Struthers Genetics, Inc. formerly known as
           (FKA) Legred Struthers Genetics, Inc.; Struthers Biotechnologies, Inc
           FKA Elite Visions, Inc; Struthers A.I., Inc. FKA Muller A.I., Inc.

Note I -   On July 16, 2001 the Company requested a drawdown of $250,000 under
           its Equity Financing Agreement with Alpha Venture Capital, Inc. by
           selling to Alpha Venture Capital, Inc. 6,929,047 common shares.
           Also, on August 14, 2001, the Company requested an additional
           $250,000 by selling 6,764,070 shares of common stock to Alpha
           Venture Capital, Inc. the Company receives the proceeds less a 4%
           placement fee.




















                                       F-7

<PAGE>






ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS


THIS QUARTERLY REPORT ON FORM 10-Q CONTAINS CERTAIN STATEMENTS OF A
FORWARD-LOOKING NATURE RELATING TO FUTURE EVENTS OR THE FUTURE FINANCIAL
PERFORMANCE OF STRUTHERS. SUCH STATEMENTS ARE ONLY PREDICTIONS AND THE ACTUAL
EVENTS OR RESULTS MAY DIFFER MATERIALLY FROM THE RESULTS DISCUSSED IN THE
FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH
DIFFERENCES INCLUDE THOSE DISCUSSED BELOW AS WELL AS THOSE DISCUSSED IN OTHER
FILINGS MADE BY STRUTHERS WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING
STRUTHERS ANNUAL AUDITED FINANCIAL STATEMENTS INCLUDED IN ITS ANNUAL REPORT ON
FORM 10-K.

Overview

         Struthers business is the sale and marketing of products and services
designed to increase reproductive efficiency, animal production and quality in
the swine industry utilizing the technology and products it has developed and
acquired. Principal sources of revenue are through the sale of gilts (young
females that have not given birth to pigs), mature boars, barrows (castrated
male hogs), semen, artificial insemination supplies, and genetic and related
services including embryo transfer services, embryo transfer equipment and
training. Struthers has developed a semen delivery system for use in artificial
insemination including the use of the Gourley Scope(TM). Struthers is perfecting
the surgical Embryo Transfer System and is currently improving the procedure to
include the non-surgical implantation of embryos. Embryo transfer is the ability
to remove an embryo from a genetically superior animal and introduce it into a
surrogate host (mature recipient female). This has been done successfully,
commercially in other large farm animals but has never been successfully
commercialized in swine due to the intricate nature of the swine reproductive
system. Struthers has included this technology into its overall marketing plans
for the year 2001.

         Struthers new state of the art stud boar facility, located in Bricelyn,
Minnesota, houses approximately 200 boars that produce semen for sale. It can
house an additional 200 boars. Each boar produces 1,200 doses of semen per year
with a retail price per dose of $7.00. At capacity, the facility can produce
480,000 doses of semen per year. Semen sales for the second quarter of 2001 were
$87,167 as compared with $63,552 for the second quarter of 2000.

         Gilt sales (prepubescent breeding sows) are supplied through the
Struthers gilt multiplier system. Struthers generates an average of 550 gilt
sales per month with an average sales price of $225 per gilt. The Company
currently has contracts with several gilt multiplier farms for the
production of our superior genetic lines of gilts and barrows. Gilt sales for
the second quarter of 2001 were $377,735 as compared with $221,225 for the
second quarter of 2000.

         Boar and barrow (prepubescent boars) sales are also made through the
multiplier system or from the core genetic herd. Boar and barrow sales for the
second quarter 2001 were $61,763 as compared with $101,830 for the second
quarter of 2000.


                                       11



<PAGE>

           Sales of artificial insemination supplies were $152,473 for the
second quarter of 2001 as compared with $65,015 for the second quarter of 2000.
The increase in sales of artificial insemination supplies was primarily
attributable to the acquisitions of Elite Visions and Muller A.I. during the
second quarter of 2000.

           Sales of genetic and related services were $73,541 for the second
quarter of 2001 as compared with $4,761 for the second quarter of 2000. The
increase in sales was primarily attributable to the acquisitions of Elite
Visions and Muller A.I. during the second quarter of 2000.

           Struthers acquired the rights to the Gourley Scope, an instrument
used for non-surgical semen delivery in animal husbandry including swine,
through the acquisition of Elite Visions during the year 2000. Struthers
anticipates increases in revenues from the lease of Gourley Scopes and updates,
and sales of sheaths and semen during the balance of 2001.







                                       12

<PAGE>


The following are selected supplementary data and analysis of the results of
operations for the three and six months ended June 30, 2001 and 2000:



<TABLE>
<CAPTION>



                                                                   Three Months                            Six months
                                                                       Ended                                 Ended
                                                                     June 30,                               June 30,
                                                              2001              2000                  2001              2000
                                                              ----              ----                  ----              ----
Operating Revenues:

<S>                                                   <C>                <C>                  <C>               <C>
Semen                                                    $  87,167          $ 63,552             $ 149,919         $ 116,926
Gilts                                                      377,735           221,225               622,413           480,585
Boars and Barrows                                           61,763           101,830               132,423           196,920
Market Swine                                               266,456           431,143               607,087           895,769
Artificial Insemination Supplies                           152,473            65,015               316,011            70,837
Genetic and Related Services                                73,541             4,761               148,421            22,022
-------------------------------------------------------------------------------------   -------------------------------------

Net Operating Revenues                                 $ 1,019,135          $887,526           $ 1,976,274        $1,783,059
-------------------------------------------------------------------------------------   -------------------------------------
Cost of Sales                                              929,702           563,551             1,786,011         1,179,147
-------------------------------------------------------------------------------------   -------------------------------------
General and Administrative                                 494,924           547,293             1,167,189           800,404
-------------------------------------------------------------------------------------   -------------------------------------

EBDITA (1)                                               (481,525)         (319,798)           (1,154,414)         (328,949)
-------------------------------------------------------------------------------------   -------------------------------------
Net Loss                                                 (863,409)         (532,310)           (1,865,208)         (784,954)
-------------------------------------------------------------------------------------   -------------------------------------
Net Loss per Share -                                       $(0.00)           $(0.00)               $(0.00)           $(0.00)
-------------------------------------------------------------------------------------   -------------------------------------
   Basic and Diluted
-------------------------------------------------------------------------------------   -------------------------------------
Weighted Average Common                                398,409,979       363,382,620           387,827,266       366,676,270

   Shares Outstanding
                                     ------------------------------------------------   -------------------------------------


<FN>
   (1) - Earnings (Loss) before depreciation, interest, taxes and amortization
         expenses.

</FN>
</TABLE>







                                       13
<PAGE>


Results of Operations

             Three and Six Months Ended June 30, 2001 and 2000.

         The following table sets forth, for the periods indicated, the
percentages of total revenues represented by certain items reflected in
Struthers consolidated statements of operations.



<TABLE>
<CAPTION>

                                                       Three Months                      Six Months
                                                         Ended                            Ended
                                                       June 30,                         June 30,
                                         --------------------------------------------------------------
                                                    2001           2000          2001          2000
                                                    ----           ----          ----          ----
Operating Revenues:

<S>                                            <C>            <C>            <C>            <C>
Semen                                               8.6%           7.2%           7.6%           6.6%
Gilts                                              37.0%          24.9%          31.5%          27.0%
Boars and Barrows                                   6.1%          11.5%           6.7%          11.0%
Market Swine                                       26.1%          48.6%          30.7%          50.2%
Artificial Insemination Supplies                   15.0%           7.3%          16.0%           4.0%
Genetic and Related Services                        7.2%           0.5%           7.5%           1.2%
------------------------------------------------------------------------ ------------------------------

Total Operating Revenues                          100.0%         100.0%         100.0%         100.0%

Cost of Sales                                      91.2%          63.5%          90.4%          66.1%

Gross Profit                                        8.8%          36.5%           9.6%          33.9%
------------------------------------------------------------------------ ------------------------------

Expenses:
Research and Development                            6.2%           8.3%           7.3%           4.6%
Marketing and Advertising                           1.2%           2.6%           1.7%           2.8%
General and Administrative                         48.6%          61.7%          59.1%          44.9%
Amortization and Depreciation                      37.5%          28.0%          36.3%          27.8%
------------------------------------------------------------------------ ------------------------------

Total Expenses                                     93.5%         100.6%         104.4%          80.1%
------------------------------------------------------------------------ ------------------------------

Operating Loss                                    (84.7%)        (64.1%)        (94.8%)        (46.2%)

Other Income                                       ---%              4.1%           0.4%           2.2%
------------------------------------------------------------------------ ------------------------------

Loss Before Income Taxes                          (84.7%)        (60.0%)        (94.4%)        (44.0%)

Provision for Taxes                                ---%           ---%           ---%           ---%
------------------------------------------------------------------------ ------------------------------

Net Loss                                          (84.7%)        (60.0%)        (94.4%)        (44.0%)
------------------------------------------------------------------------ ------------------------------
</TABLE>


                                       14




<PAGE>




SIX MONTHS ENDED JUNE 30, 2001 COMPARED WITH THE SIX MONTHS ENDED JUNE 30, 2000


REVENUES

         Revenues for the six months ended June 30, 2001 were $1,976,274 as
compared with $1,783,059 for the six months ended June 30, 2000. Revenues by
product line are displayed on the preceding two pages.


COST OF SALES

         The cost of sales for the six months ended June 30, 2001 was $1,786,011
and represented 90.4% of total revenues as compared with $1,179,147 representing
66.1% of total revenues for the six months ended June 30, 2000. The increase in
cost of sales as a percentage of total revenues increased as a result of the
increased costs to operate the new state-of-the-art stud boar facility. The new
stud boar facility began to generate revenues late in the first quarter of 2001.
The primary components of cost of sales are the costs to purchase and raise live
animals, including feed, veterinary costs, wages, and artificial insemination
supplies.


RESEARCH AND DEVELOPMENT COSTS

         Struthers incurred $143,989 in research and development costs,
representing 7.3% of total revenues for the six months ended June 30, 2001 as
compared with $82,106 representing 4.6% of total revenues for the six months
ended June 30, 2000.


MARKETING AND ADVERTISING COSTS

           Marketing and advertising costs for the six months ended June 30,
2001 were $33,499 and represented 1.7% of total revenues as compared with
$50,351 representing 2.8% of total revenues for the six months ended June 30,
2000.


GENERAL AND ADMINISTRATIVE COSTS

           General and administrative costs increased by $366,785 from $800,404
for the six months ended June 30, 2000 to $1,167,189 for the six months ended
June 30, 2001. The increase in general and administrative costs was attributable
primarily to the Struthers efforts in raising capital, restructuring its
business activities, acquisition completions, registration of trademarks and
patents, other legal and accounting fees, employment related costs, and building
its infrastructure to support anticipated growth during 2001. The primary
components of general and administrative costs for the six months ended June 30,
2001, and 2000 are as follows:


                                       15




<PAGE>

<TABLE>
<CAPTION>
                                                            Six Months
                                                           Ended June 30,
                                                       2001           2000
   -------------------------------------------- --------------- ---------------
<S>                                              <C>              <C>
   Professional and Consulting Fees                  $ 319,147        $139,215
   -------------------------------------------- --------------- ---------------
   -------------------------------------------- --------------- ---------------
   Salaries and Benefits                               314,383         361,583
   -------------------------------------------- --------------- ---------------
   -------------------------------------------- --------------- ---------------
   Leases and Rentals                                  107,398          33,729
   -------------------------------------------- --------------- ---------------
   -------------------------------------------- --------------- ---------------
   Telephone                                            40,960          37,741
   -------------------------------------------- --------------- ---------------
   -------------------------------------------- --------------- ---------------
   Travel Costs                                        102,795          33,729
   -------------------------------------------- --------------- ---------------
   -------------------------------------------- --------------- ---------------
   Insurance                                            89,808          16,785
   -------------------------------------------- --------------- ---------------
   -------------------------------------------- --------------- ---------------
   Other Administrative and   Office Costs             192,698         177,622
   -------------------------------------------- --------------- ---------------
   -------------------------------------------- --------------- ---------------
   Total General and Administrative Costs          $ 1,167,189        $800,404
   -------------------------------------------- --------------- ---------------
</TABLE>



AMORTIZATION AND DEPRECIATION

           Amortization and depreciation was $718,457 and $494,408 for the six
months ended June 30, 2001 and 2000, respectively. The increase was attributed
primarily to the inclusion of Elite Visions, Inc. and Muller A. I., Inc. in the
second quarter of 2000.


OTHER INCOME

           Other income for the six months ended June 30, 2001 was $7,663 as
compared with $38,403 for the six months ended June 30, 2000 and represented
interest income on invested cash.


PROVISION FOR TAXES

            Struthers has not had any taxable income since its inception and
therefore has not incurred any income taxes. Struthers has not recognized any
deferred tax benefits in connection with net operating loss carryforwards and
will not until such time as it is more likely than not that the related tax
benefits will be realized.

                                       16



<PAGE>


THREE MONTHS ENDED JUNE 30, 2001 COMPARED WITH THE THREE MONTHS ENDED
JUNE 30, 2000


REVENUES

         Revenues for the three months ended June 30, 2001 were $1,019,135 as
compared with $887,526 for the three months ended June 30, 2000. Revenues by
product line have been presented on page 13 and page 14.


COST OF SALES

         The cost of sales for the three months ended June 30, 2001 was $929,702
and represented 91.2% of total revenues as compared with $563,551 representing
63.5% of total revenues for the three months ended June 30, 2000. The increase
in cost of sales as a percentage of total revenues increased as a result of the
increased costs to operate the new state-of-the-art stud boar facility. The new
stud boar facility began to generate revenues late in the first quarter of 2001.
The primary components of cost of sales are the costs to purchase and raise live
animals, and the farm operations including feed, veterinary costs, wages, and
artificial insemination supplies.


RESEARCH AND DEVELOPMENT COSTS

         Struthers incurred $63,543 in research and development costs,
representing 6.2% of total revenues for the three months ended June 30, 2001 as
compared with $73,474 representing 8.3% of total revenues for the three months
ended June 30, 2000.


MARKETING AND ADVERTISING COSTS

           Marketing and advertising costs for the three months ended June 30,
2001 were $12,491 and represented 1.2% of total revenues as compared with
$23,006 representing 2.6% of total revenues for the three months ended June 30,
2000.


GENERAL AND ADMINISTRATIVE COSTS

           General and administrative costs decreased by $52,369 from $547,293
for the three months ended June 30, 2000 to $494,924 for the three months ended
June 30, 2001. The decrease in general and administrative costs was attributable
primarily to the Struthers efforts in raising capital, restructuring its
business activities, acquisition completions, registration of trademarks and
patents, other legal and accounting fees, employment related costs, and building
its infrastructure to support anticipated growth during 2001. The primary
components of general and administrative costs for the three months ended June
30, 2001, and 2000 are as follows:





                                       17
<PAGE>



<TABLE>
<CAPTION>


                                                        Three Months
                                                      Ended June 30,
                                                   2001               2000
   ------------------------------------------ ------------- -----------------
<S>                                             <C>               <C>
   Professional and Consulting Fees               $149,550          $113,988
   ------------------------------------------ ------------- -----------------
   ------------------------------------------ ------------- -----------------
   Salaries and Benefits                           112,260           271,126
   ------------------------------------------ ------------- -----------------
   ------------------------------------------ ------------- -----------------
   Leases and Rentals                               30,438            14,783
   ------------------------------------------ ------------- -----------------
   ------------------------------------------ ------------- -----------------
   Telephone                                        14,021            23,541
   ------------------------------------------ ------------- -----------------
   ------------------------------------------ ------------- -----------------
   Travel Costs                                     43,749            19,766
   ------------------------------------------ ------------- -----------------
   ------------------------------------------ ------------- -----------------
   Insurance                                        25,861             3,099
   ------------------------------------------ ------------- -----------------
   ------------------------------------------ ------------- -----------------
   Other Administrative and   Office Costs         119,045           100,990
   ------------------------------------------ ------------- -----------------
   ------------------------------------------ ------------- -----------------

   ------------------------------------------ ------------- -----------------
   ------------------------------------------ ------------- -----------------
   Total General and Administrative Costs         $494,924          $547,293
   ------------------------------------------ ------------- -----------------
</TABLE>



AMORTIZATION AND DEPRECIATION

           Amortization and depreciation was $381,884 and $248,854 for the three
months ended June 30, 2001 and 2000, respectively. The increase was attributed
primarily to the inclusion of Elite Visions, Inc. and Muller A. I., Inc. in the
second quarter of 2000.


OTHER INCOME

           Other income for the three months ended June 30, 2001 was $0 as
compared with $36,342 for the three months ended June 30, 2000 and represented
interest income on invested cash.


PROVISION FOR TAXES

            Struthers has not had any taxable income since its inception and
therefore has not incurred any income taxes. Struthers has not recognized any
deferred tax benefits in connection with net operating loss carryforwards and
will not until such time as it is more likely than not that the related tax
benefits will be realized.


EFFECTS OF INFLATION

           Inflation has not had a material effect on the Struthers revenues and
expenses since its inception and inflation is not expected to have a material
effect in the future.











                                       18



<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

         Struthers has financed its operations and met its capital requirements
including the acquisition of Legred, Elite Visions and Muller A. I., through the
sales of equity securities. Cash flows from operations was a negative $1,310,205
for the six months of operations ended June 30, 2001 as compared with a negative
$867,799 cash flows from operations for the six months ended June 30, 2000. The
increase in the negative cash flows during the second quarter of 2001 was due
primarily to increases in accounts receivable and prepaid expenses of
approximately $299,376 and $36,739, respectively and reductions in accounts
payable of approximately $144,985.

         Cash used in investing activities for acquisitions of property and
equipment was $251,274 and $1,103,903 for the six months ended June 30, 2001 and
200, respectively.

         The net cash provided by financing activities of $234,009 for the six
months ended June 30, 2001 was from the proceeds of debt. Cash provided by
financing activities for the six months ended June 30, 2000 was $5,599,787 and
represented approximately $6,500,000 in proceeds from the issuance of preferred
stock less a $900,213 cash payment on a note to Brent Legred in connection with
the Legred acquisition.

        As of June 30, 2001, Struthers had net working capital of $1,150,070.
Struthers primary source of liquidity at June 30, 2001 was $118,966 in cash and
cash equivalents, $829,231 in trade accounts receivable and $548,011 in
inventories.

         Struthers may, in the future, pursue additional acquisitions of
businesses, products and technologies, or enter into joint venture arrangements,
that could complement or expand the Company's business. Any material acquisition
or joint venture could result in a decrease to the Company's working capital,
depending on the amount, timing and nature of the consideration to be paid. The
Company has not completed any negotiations for any significant acquisitions,
joint ventures or mergers at the present time that have not been disclosed.

         In order to provide a possible source of funding for Struthers current
activities and for the continued development of its current and planned
products, and markets for its products, on March 23, 2001, Struthers entered
into a Common Stock Purchase Agreement and Registration Rights Agreement,
commonly referred to as an equity line of credit agreement, with Alpha Venture
Capital, Inc.

         Struthers does not have any material commitments for capital
expenditures during the next 12 months other than those disclosed herein.
Struthers intends to use its existing cash and cash equivalent balances as of
June 30, 2001 to fund its operations and research and development activities. In
addition, Struthers may avail itself of the proceeds from the sale of its common
stock under the equity line of credit agreement with Alpha Venture Capital, Inc.
for up to $10,000,000. Management believes that this will satisfy Struthers
operating working capital needs and capital expenditure requirements for at
least the next 12 months. Struthers may consider various alternatives for
obtaining additional equity or debt financing should the need occur. Any
material acquisitions of complementary businesses, products, services or
technologies could require Struthers to obtain such financing. There can be no
guarantee that such financing will be available on acceptable terms, if at all.











                                       19



<PAGE>







Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

           Interest Rates

                     Struthers invests its cash in short-term variable rate
           money market accounts and demand deposits. Struthers only borrowings
           are fixed rate mortgages and notes payable. Struthers operations are
           not materially affected by changes in interest rates












                                       20
<PAGE>



                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

None

Item 2.  Changes in Securities and Use of Proceeds.

None

Item 3.  Defaults Upon Senior Securities.

None

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

None

Item 5.  Other Information.

None

Item 6.  Exhibits and Reports on Form 8-K.



                                ITEM 16. EXHIBITS

(a)        Exhibits

EXHIBIT NO.                         DESCRIPTION
-----------                         -----------

3.1  *Articles of Incorporation of Latitude Network Inc.

3.2  *Amended Articles of Incorporation of Latitude Network, Inc.

3.3  *Amended Articles of Incorporation of Orbis Development, Inc.

3.4  *Amended Articles of Incorporation of Struthers, Inc.

3.5  *Certificate of Correction of Amended Articles of Incorporation of
     Struthers, Inc.

3.6  *Amended Articles of Incorporation of Struthers, Inc.

3.7  *By-Laws of Struthers, Inc.

4    See Exhibit 3.4, 3.5, 3.6 filed herewith for rights of security holders.

4.1  **REGISTRATION RIGHTS AGREEMENT BETWEEN STRUTHERS, INC. AND ALPHA VENTURE
     CAPITAL, INC. DATED MARCH , 2001

4.2  **Warrant Agreement ("A" Warrants) between Struthers, Inc. and Alpha
     Venture Capital, Inc. dated March , 2001

4.3  **Warrant Agreement ("B" Warrants) between Struthers, Inc. and Alpha
     Venture Capital, Inc. dated March , 2001

5    **Opinion of Richard S. Lane, Esq.





                                       21

<PAGE>

9    *Voting Trust Agreement

10.1 *Agreement dated November 2, 1999 among Struthers, Inc., Legred Genetics,
     Inc., Legred Genetics, and Brent Legred (with exhibits).

10.2 *Assignment and Assumption of Lease between Struthers, Inc. and Legred
     Struthers Genetics, Inc.

10.3 *Employment Agreement with Douglas W. Beatty.

10.4 *Employment Agreement with Rhett Seabrook.

10.5 *Employment Agreement with Bertram K. Remley.

10.6 *Employment Agreement with Brent Legred.

10.7 **Common Stock Purchase Agreement between Struthers, Inc. and Alpha Venture
     Capital, Inc. dated March 23, 2001

10.8 **Registration Rights Agreement between Struthers, Inc. and Alpha Venture
     Capital, Inc. dated March 23, 2001

10.9 **Escrow Agreement between Struthers, Inc. and Dundee Securities
     Corporation as Escrow Agent for Alpha Venture Capital, Inc. dated March 23,
     2001

21.1 *Articles of Incorporation of Legred Struthers Genetics, Inc., a subsidiary
     of Registrant.

21.2 *Amended Articles of Incorporation of Legred Struthers Genetics, Inc.

21.3 *Articles of Incorporation of Elite Visions, Inc.

21.4 *Articles of Incorporation of Muller A. I., Inc.

21.5 Amended Articles of Incorporation of Legred Struthers, Inc.

21.6 Amended Articles of Incorporation of Elite Visions, Inc.

21.7 Amended Articles of Incorporation of Muller A.I., Inc.

21.5 ***Amended Articles of Incorporation of Legred Struthers Genetics, Inc.

21.6 ***Amended Articles of Incorporation of Elite Visions, Inc.

21.7 ***Amended Articles of Incorporation of Muller A.I., Inc.

23.1 **Consent of Richard S. Lane, Esq.

23.2 **Consent of Rotenberg & Company, LLP



* Incorporated by reference to the same exhibit filed with Struthers
registration statement on Form 10 as filed on October 25, 2000

** Incorporated by reference to the same exhibit filed with Struthers
registration statement on Form S-1 as filed on June 11, 2001

*** Filed herewith.


(b) Reports on Form 8-K

                     On April 12, 2001, Struthers filed a report on Form S-1,
which reported under Item 5 the following actions:

Following a meeting of the Board of Directors held on March 30, 2001 Douglas W.
Beatty thereupon ceased acting as a member of the Board of Directors and Rhett
Seabrook thereupon ceased acting both as a member of the Board of Directors and
as Vice President.

                     On March 26, 2001, Struthers filed a report on Form 8-K,
which reported under Item 5 the following actions:



                                       22



<PAGE>

     o     The Board of Directors approved the appointment of Dr. Allan Carlson,
           Dr. Dennis D. Gourley and Richard S. Lane, Esq. as Directors of the
           Company to fill three vacancies effective January 1, 2001.

     o     At a meeting on March 19, 2001, the following persons were appointed
           as officers:

                  Mariano Raigo                     -  President
                  Dr. Dennis D. Gourley             -  Secreatary/Treasurer
                  Richard S. Lane, Esq.             -  Chairman of the Board
                  Rhett Seabrook                    -  Vice President

     o     Accordingly, effective as of March 19, 2001 Douglas W. Beatty ceased
           acting as CEO/President and Chairman of the Board and Rhett Seabrook,
           who was appointed Vice President, ceased acting as Secretary/COO.



                                   SIGNATURES

Pursuant to the requirements 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.

August 9, 2001                                      STRUTHERS, INC.


BY   /S/ RICHARD S. LANE
     Richard S. Lane, Chairman of the Board


BY  /S/ MARIANO M. RAIGO
    Mariano M. Raigo, President



















                                       23