FORM 10-K-SB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                       Commission File Number:  000-60567

                      For the Year ended December 31, 2000

                           Last Company Clothing, Inc.

     (briefly  MIVI  Biomedical  Technologies  and  restored  to  Last  Company
Clothing,  Inc.)

 Nevada                                                               88-0422308
(Jurisdiction  of  Incorporation)        (I.R.S.  Employer  Identification  No.)

24843  Del  Prado,  Suite  318,  Dana  Point  CA                           92629
(Address of principal executive offices)                              (Zip Code)

Registrant's  telephone  number,  including  area  code:         (949)  248-8933

The  Common  Stock  registered pursuant to Section 12(g)of the Act: Common Stock
97,936,000

Yes  [X]   No  [ ]  (Indicate by check mark whether the Registrant (1) has filed
all  report  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.)

[]  (Indicate  by  check  mark  whether  if  disclosure  of  delinquent filers (
229.405)  is not and will not to the best of Registrant's knowledge be contained
herein,  in  definitive  proxy  or information statements incorporated herein by
reference  or  any  amendment  hereto.)

As  of  12/31/00,  the  number  of shares outstanding of the Registrant's Common
Stock  was  97,936,000

As  of  12/31/00,  the  aggregate  number  of  shares held by non-affiliates was
approximately  9,936,000  shares.


                        Exhibit Index is found on page 15

                                        1


Introduction                                                                   3

PART  I                                                                        3

Item  1.  Description  of  Business                                            3
      (a)  Business  Development                                               3
      (b)  Business  of  the  Registrant                                       4
      (c)  Reverse  Acquisition  Contingency                                   6

Item  2.  Description  of  Property                                            7

Item  3.  Legal  Proceedings                                                   7

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders          7

PART  II                                                                       8

Item  5.  Market  for  Common  Equity  and  Stockholder  Matters               8
      (a)  Market  Information                                                 8
      (b)  Holders                                                             8
      (c)  Dividends                                                           8
      (d)  Reverse  Acquisitions                                               8
      (e)  Sales  of  Unregistered  Common  Stock                              8

Item  6.  Management's  Discussion  and  Analysis  or Plan of Operation        9
      (a)  Plan  of  Operation:  Next  Twelve  Months                          9
      (b)  Discussion and Analysis of Financial Condition and Results of
           Operations                                                         10
      (c)  Reverse  Acquisition  Candidate                                    12

Item  7.  Financial  Statements                                               12

Item  8.  Changes  In  and  Disagreements  With  Accountants
          on  Accounting  and  Financial  Disclosure                          12

PART  III                                                                     12

Item  9.  Directors and Executive Officers, Promoters and Control Persons     12

Item  10.  Executive  Compensation                                            13

Item  11.  Security Ownership of Certain Beneficial Owners and Management     13
      (a)  Security Ownership of Certain Beneficial Owners                    13
      (b)  Security Ownership of Management                                   13
      (c)  Changes  in  Control                                               14

Item  12.  Certain  Relationships  and  Related  Transactions                 14

Item  13.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K   15
      (a)  Financial  Statements                                              15
      (b)  Form  8-K  Reports                                                 15
      (c)  Exhibits                                                           15

                                        2


                                  INTRODUCTION


                                     PART I


                        ITEM 1.  DESCRIPTION OF BUSINESS.


 (A)  BUSINESS  DEVELOPMENT.

      (1)  FORM AND YEAR OF ORGANIZATION. We were duly incorporated in Nevada on
March  26, 1999. On March 26, we made our initial issuance of 2,228,400 Founders
Shares  of  Common  Stock to five founders, one principal affiliate founder, and
four  non-affiliate  founders.  Founders  shares were issued pursuant to section
4(2)  of  the Securities Act of 1933 and were issued as Restricted Securities in
accordance  with  Rule  144(a).  Our  principal  affiliate  founder was Intrepid
International  Ltd.  ("Intrepid"),  our  principal developmental consultant. The
control block issued to Intrepid was issued for developmental purposes only, and
not  for  resale.  Intrepid shares represent an interim holding, to be cancelled
eventually  in  whole  or  part, and not subject to resale without registration.
Please  see  Item  12  of  Part  III for more information about Intrepid and its
personnel.  Also,  on  March  26,  1999, we opened a limited offering of 300,000
shares  of  common  stock, pursuant to Regulation D, Rule 504, as then in force,
extended  to  persons  with  pre-existing  relationships  with  Intrepid and its
management, and to persons introduced to us by such persons. The offering closed
April 3, 1999. 220,000 shares had been placed at $0.50 per share, for a total of
$110,000.00.  No  commissions  or  underwriting  were involved to discount these
proceeds  received  by us. Accordingly 2,448,400 shares of our common stock were
issued  and  outstanding.

     BRIEF  INTERRUPTION. On or about July 5, 2000, our shareholders, authorized
us  to consider an opportunity to acquire  M-I Vascular Innovations, Inc., which
acquisition, if consummated would have changed our business plan, and might have
resulted  in  a change of control; but, that acquisition was not consummated and
did not proceed. We abortively changed our name to MIVI Biomedical Technologies,
Inc.,  but restored our original name soon thereafter, and resumed our intention
to  pursue  our  original  business  plan.

     Pursuant  to that shareholder action, on or about July 5, 2000, we also (1)
increased the number of authorized directors to a maximum of 15; (2) effected an
increase  in  the  authorized  capital  of  the  Corporation,  from  the present
50,000,000  shares,  to  100,000,000  shares of common stock; and (3) effected a
forward  split  of  the  issuer's  common  stock,  every one share to become two
shares.  The record date for entitlement to the forward split was July 20, 2000.
The  date for distribution of the additional one share for every share owned, as
of the close of business on July 20, 2000, was July 28, 2000. These actions were
duly  effected.  Accordingly,  our  2,448,400  (pre-split)  shares of issued and
outstanding were increased to 4,896,800. On or about November 15, 2000, pursuant
to  shareholder  action, we (1) restored the corporate name from MIVI Biomedical
Technologies,  Inc.  to  its  former  name  Last Company Clothing, Inc., and (2)
effected  a 20 for 1 forward split of the issuer's common stock, every one share
to  become  twenty shares.  The Record Date for Entitlement was December 1, 2000
and  the Distribution Date was December 4, 2000. The resulting shares issued and
outstanding  is  97,936,000.  The  following table is provided to illustrate the
effect  of  the  two  forward  splits.


                             2 for 1 .  20 for 1
-------------------------------------------------
Founders Shares  2,228,400  4,456,800  89,136,000
Investors . . .    220,000    440,000   8,800,000
Total Issued. .  2,448,400  4,896,800  97,936,000

                                        3


      (2)  BANKRUPTCY,  RECEIVERSHIP  OR SIMILAR PROCEEDING. None from inception
to  date.

 (B)  BUSINESS  OF  THE  REGISTRANT.  From  inception  to  date  (with  a  brief
interruption), our business plan has been to engage in the business of importing
and  wholesaling  a  line  of  clothing  to  serve the retail trade known as the
"action  sports"  or  "extreme"  sports  industry.

     The primary target market is "generation Y" (ages 11-20) and "generation X"
(ages  21-30).  We  intend  to  make  available  a  wide variety of fashions and
accessories  for  each of the distinctive tastes. Our market will be stores that
sell  the  kinds  of  products  we intend to offer. These are stores which offer
their  customers  such products as sports clothing, equipment, accessories, used
in  such sports as surfing, skateboarding, in-line skating, motor-sports, biking
and  snow  boarding.

     THE  MARKET  for  these  products, and the clothing we will offer, is based
upon  the  growing  appeal and "counter-culture" market, which thrives on active
participation  in  non-traditional  sports.  It  is  our conclusion that many of
generations  X  and  Y  want  to  be  identified by the distinctive looks of the
various  sports,  each  sport  with  its  own  unique style of dress: surfers as
surfers,  skateboarders,  snowboarders,  each  as  such. Much of this fashion is
identified  as  "hip-hop"  or  "punk",  with  the look of baggy clothing, longer
shorts,  "cool"  logos,  "sick" athletic shoes, and such. For this reason a very
wide  variety  of  clothing,  fashions and accessories will be offered for these
distinctive  tastes.  We  are  directing  principal  attention  to ownerships of
multiple retail locations in Southern California, as our initial launch targets.
We  expect that once the retail locations have been acquired, we will be able to
benefit  from  common  management,  purchasing policies, and secondary marketing
efforts  by  the  retail  vendors.  We  believe that such a carefully controlled
launch will be more likely to succeed, in contrast to an attempt to interest too
many  different  outlets  all  at  an  initial  launch. Once a marketing base is
established,  we feel that expansion to include more targets will be facilitated
and  manageable.

     WEBSITE  DIRECT SALES. We have drawn the following general information from
ActivMedia  Research:  http://www.activmediaresearch.com  and
ePaynews.com/statistics,  regarding the general characteristics of goods/service
type  tangible  goods,  in  the  direct  retail  sales  industry.

      (1)  The optimal online consumer target market is indeed generations X and
Y.  The projected percent of customers who purchase on-line is 30%. Delivery for
on-line sales is by traditional shipping. The average on-line transaction amount
for e-commerce enabled sites for all demographic markets is $244 for business to
consumer  and  $800  for  business  to business. Margins are 34-40%. The support
required  is low to moderate. There are some communication and cultural barriers
to exporting which need to be considered when international sales are addressed.
The  primary  advantage  to on-line sales is convenience and time-saving. Visual
and/or  audio  previewing  is important. Product customizing is not indicated as
desirable  for  on-line  marketing.  Website costs are about $100 to start, with
about  $300  per  month  ongoing. Website marketing does not obviate traditional
forms of advertising. It is important to advertise products and make the website
address  known.

      (2)  There are certain industry standards, or indicators of success, using
website  marketing of extreme sports clothing. Existing sales should increase by
hundreds  or  perhaps thousands of new prospects. International inquiries can be
reasonably  projected  to reach 35% of total hits. Telecommunications costs will
increase but may be offset substantially with the reduced facsimiles and reduced
costs  of  catalog  distribution,  with  potentially  higher  margins.

      (3)  The  future  in direct sales is online. In 1999 over 6 million direct
sales online transactions resulted in $200 million in revenue which consisted of
1.1%  of  the  retail  market.  By  2010,  over     29 million transactions will
result  in  over  $1.1  trillion  in  revenue and will consist of 10-24 % of the

                                        4


direct  retail market (Source: Peppers & Rogers Group). In 1999 Worldwide online
transactions  were  $145 billion. By the year 2004 Worldwide online transactions
will  reach  $7.29 trillion, (Source: Gartner Group). In 1999 over 34% of online
companies operated within a profit. By 2002 over 42% of online companies with at
least  three  years  of  online  operations  will  operate  profitability.

     Accordingly,  we plan to pursue wholesale distribution to retail outlets as
well  as  developing  direct website sales. Our website catalog will include the
same  sporting  goods  and  apparel  at prominent Southern California retailers,
initially.  We will seek, over time, to introduce new and less familiar products
as  trends  develop.

     Fewer  than  half a billion dollars in revenues were generated on the World
Wide  Web  during  1995. However, that was a growth rate of more than 2100% over
1994.  In  1999,  Internet  transactions  reached $95 billion. In 2002, with the
continued  growth  and  consumer  familiarity  with  the  Internet,  Internet
transactions  will reach $466 billion. Currently, the major share of such online
revenues  are  divided  among  fewer  than  a  thousand  companies.

     FULFILLMENT.  We  have  not determined yet whether to attempt to handle our
own  fulfillment  of  website  orders,  but  it  is likely that we will begin by
handling  these functions ourselves. With increasing success, measured by volume
of sales, it will be necessary to out-source these functions with one of several
established  out-sourcing  firms.

     LOAN  FINANCING NOT PRACTICAL. There is little likelihood that we will seek
loan  financing  during  our  present  development  stage,  first  because it is
unlikely  that  we  could  obtain  it,  and  second, that debt service is not as
attractive as capital formation in stages over time. It may be necessary for the
issuer  to  obtain  this  minimal funding by borrowing, possibly with a guaranty
from  its  officers,  directors  or principal shareholder, for minimal corporate
maintenance,  as  described  in  Item  2,  Management's Discussion and Analysis.

     DEPENDENCE  ON MANAGEMENT. This Company is required to rely on Management's
skill,  experience  and judgement, both in regard to extreme selectivity, and in
any  final  decision  to  pursue any particular business venture, as well as the
form  of  any business combination, should agreement be reached at some point to
acquire  or  combine. Please see Item 2 of this Part, Managements Discussion and
Analysis  or  Plan  of  Operation,  and  also  Item  7  of  this  Part,  Certain
Relationships  and  Related  Transactions.

     CHECKLIST  OF  OTHER  TOPICS:

      (4)  STATUS  OF  ANY  PUBLICLY  ANNOUNCED NEW PRODUCT OR SERVICE.  None to
date.

      (5)  COMPETITIVE  BUSINESS  CONDITIONS AND THE SMALL BUSINESS REGISTRANT'S
COMPETITIVE  POSITION  IN THE INDUSTRY. Other established and better capitalized
firms  are  engaged  in  the  business  we propose to enter. Competition in this
industry is intense and the intensity is expected to increase, both in wholesale
and  direct  website  marketing.

      (6)  SOURCES  OF  AND  AVAILABILITY  OF  RAW  MATERIALS  AND  THE NAMES OF
PRINCIPAL SUPPLIERS. Numerous sources of sports apparel are available world wide
from  manufacturers,  other  wholesalers  and  distributors.

      (7)  DEPENDENCE  ON  ONE  OR  A  FEW  MAJOR CUSTOMERS. Not Applicable yet.

      (8)  PATENTS,  TRADEMARKS,  LICENSES,  FRANCHISES,  CONCESSIONS,  ROYALTY
AGREEMENTS  OR  LABOR  CONTRACTS.  None.

      (9)  NEED  FOR  ANY  GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES
AND  STATUS.  Not Applicable. We do not intend to engage in importation or sales
of  products  which  require  specific  governmental  approval  or  licensing.

                                        5


      (10)  EFFECT  OF  EXISTING  OR  PROBABLE  GOVERNMENTAL  REGULATIONS ON THE
BUSINESS.  Not  Applicable.

      (11)  ESTIMATE OF AMOUNT SPENT ON RESEARCH AND DEVELOPMENT IN EACH OF LAST
TWO  YEARS.  None.

      (12)  COSTS  AND  EFFECTS  OF  COMPLIANCE  WITH  ENVIRONMENTAL  LAWS.  Not
Applicable

      (13)  NUMBER  OF  TOTAL  EMPLOYEES  AND  FULL-TIME EMPLOYEES. None at this
time,  other  than  our  Officers  and  Directors.

      (14)  YEAR  2000  COMPLIANCE,  EFFECT ON CUSTOMERS AND SUPPLIERS. None. We
have  encountered  and  expect  to encounter no difficulties resulting from year
2000  compliance  problems.


 (C)  REVERSE  ACQUISITION  CONTINGENCY.  We  are  not a candidate for a reverse
acquisition  transaction.  We  are committed presently to the development of our
business  plan.  A mature and businesslike evaluation of our affairs require the
consideration  of  the foreseeable possibility of business failure. Accordingly,
this  Registration  Statement  will  include  a  discussion of that contingency,
which,  although  uncertain,  and  which may not occur. While we have no present
plans  to  engage  in  Reverse  Acquisition  transactions, such transactions are
possible  and forseeable, and for the reason that we are thinly capitalized, and
have  ambitious  plans  for a capital intensive business, with no assurance that
our capital needs will be realized. We feel that additional disclosure regarding
such  a contingency is appropriate and we provide a discussion and disclosure. A
reverse  acquisition  is  a  formal  acquisition by a non-operating company of a
going  business,  in  which  control passes to the owners of the acquired target
company  or  business.  It  is  actually  an  acquisition  of  the non-operating
corporation  by the owners of the target, in substance, and is labeled "reverse"
for  that  reason.  While  we  do  not  intend to become a candidate for such an
acquisition,  and  while  we intend to pursue our business plan as disclosed, we
have  indicated  that  substantial  risks  of failure attend our efforts. If our
business  fails,  we  would  cease to be a going-concern. In that event we might
find  ourselves  to  have  become  such  a  candidate.

     Certain  important  consequences  may  attend such a contingency. We may be
deemed  a  Blank  Check  Company  as  defined in Rule 419, essentially a company
with  no  business or business plan, except to search for a business acquisition
or  combination. In such a contingency, our officers, directors, affiliates, and
their transferees, if any, may be deemed promoters and underwriters with respect
to the shares owned by them, or any shares issued to them in connection with the
transaction.  The  result  would  be  that  such shares would not be entitled to
reliance  on  ordinary resale rules, and would not be entitled to resale without
registration  or  an exemption from registration as may be available at the time
of  any  proposed  sale.

      REGISTRANT'S  COMPETITIVE  POSITION  WITH  RESPECT TO REVERSE ACQUISITION.
Other  better  capitalized  firms  are engaged in the search for acquisitions or
business  combinations  which  firms  may  be able to offer more and may be more
attractive  to  acquisition candidates. Other non-operating companies may have a
substantial  reserve  of  cash,  which  we  would not have in the case of such a
contingency.  We  have no significant pool of cash we could offer and no capital
formation incentive exists for our selection. We have a limited shareholder base
insufficient for acquisition target companies wishing to proceed for application
to  NASDAQ. In comparison to other  public shell companies  we are unimpressive,
in  the  judgment  of  management,  and totally lacking in unique features which
would  make us more attractive or competitive than other  public shell companies
 .  While  management  believes  that  the  competition  of  other  public  shell
companies  is  intense  and  growing,  it  has no basis on which to quantify its
impression.

     LIMITED  SCOPE  AND NUMBER OF POSSIBLE ACQUISITIONS: In the event of such a
contingency, we would not intend to restrict our consideration to any particular
business  or  industry  segment,  and  we  may  consider, among others, finance,
brokerage,  insurance, transportation, communications, research and development,

                                        6


service, natural resources, manufacturing or high-technology. Of course, because
of  our  limited  resources, the scope and number of suitable candidate business
ventures available would be limited accordingly, and most likely we would not be
able  to  participate in more than a single business venture. Accordingly, it is
anticipated  that  we  would not be able to diversify, but may be limited to one
merger or acquisition because of limited financing. This lack of diversification
would  not  permit  us  to offset potential losses from one business opportunity
against  profits  from  another.


                        ITEM 2.  DESCRIPTION OF PROPERTY.

     The  Registrant  has no property and enjoys the non-exclusive use of office
and  telephone  services  of  its officers and attorneys. The Registrant neither
owns  nor  leases  any  real  or personal property. Office services are provided
without  charge.  Such  costs  are  immaterial  to the financial statements and,
accordingly have not been reflected therein. We do not pay for incidental office
services.  We  may  be billed for extraordinary office services, such as copying
and printing, and major mailings. Any such extraordinary charges are included in
our  general  and  administrative  expenses.


                           ITEM 3.  LEGAL PROCEEDINGS.

     There  are  no  legal  proceedings  pending, threatened or suspected, by or
against  us,  as  of  the  preparation  of  this  Report.


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


     On  or about July 5, 2000, pursuant to shareholder action, we (1) increased
the  number  of  authorized  directors  to  a maximum of 15; and (2) effected an
increase  in  the  authorized  capital  of  the  Corporation,  from  the present
50,000,000  shares,  to  100,000,000  shares of common stock; and (3) effected a
forward  split  of  the  issuer's  common  stock,  every one share to become two
shares.  Then,  on  or  about  November  15, 2000, we effected a further forward
split,  twenty  shares  for every one shares. The following table is provided to
illustrate  the  effect  of  the  two  forward  splits.

                             2 for 1    20 for 1
-------------------------------------------------
Founders Shares  2,228,400  4,456,800  89,136,000
Investors . . .    220,000    440,000   8,800,000
Total Issued. .  2,448,400  4,896,800  97,936,000

                                        7


                                     PART II


           ITEM 5.  MARKET FOR COMMON EQUITY AND STOCKHOLDER MATTERS.


 (A)  MARKET INFORMATION. Our Common Stock is not quoted Over the Counter on the
Bulletin  Board  (  OTCBB  ). Our Common Stock is cleared for quotation Over the
Counter  in  the  NQB Pink Sheets. To the best of the Registrant's knowledge and
belief, there has been limited market activity, buying or selling, of the common
stock  of  this  Registrant,  in  brokerage  transactions.

 (B)  HOLDERS.  There  are presently approximately 37 shareholders of our common
stock.

 (C)  DIVIDENDS.  No dividends have been paid by the Company on its Common Stock
or  other Stock and no such payment is anticipated in the foreseeable future. We
have  not  paid  any  cash  dividends on our Common Stock, and do not anticipate
paying  cash  dividends on its Common Stock in the next year. We anticipate that
any  income  generated  in  the  foreseeable  future  will  be  retained for the
development  and expansion of our business. Future dividend policy is subject to
the  discretion  of  the  Board  of  Directors  and will depend upon a number of
factors, including future earnings, debt service, capital requirements, business
conditions,  the  financial  condition of the Company and other factors that the
Board  of  Directors  may  deem  relevant.

 (D)  REVERSE  ACQUISITIONS.  A  reverse  acquisition  of  a  target business or
company  would be expected to involve a change of control of the Registrant, and
the  designation  of new management. The financial statements of this Registrant
would  become largely unreflective of the true condition of the Registrant after
such  an  acquisition.  Shareholder  approval would be required, pursuant to the
laws  of the State of Nevada, to approve the acquisition, change of control, and
any  material  corporate  changes  incidental  to  the  reorganization  of  this
Registrant. In connection with the solicitation of shareholder approval, whether
or not proxies are solicited, the Registrant would provide shareholders with the
fullest  possible  disclosure  of  all  information  material  to  shareholder
consideration, and such disclosure would include audited financial statements of
the target entity, if available. If shareholder approval is sought in advance of
audited  financial  statements  of  an  acquisition  target,  the  authority  of
management  to  consummate any transaction would be contingent on a proper audit
of  the target meeting the criteria of any un-audited information relied upon by
shareholders. We are not searching for a profitable business opportunity. We are
pursuing  our  business  plan. This contingency is disclosed for the possibility
that  our  business  might  fail.  We  are  not  presently a reverse acquisition
candidate.  Should  our  business  fail, we would not be able effectively, under
current  laws and regulations, to attract capital, and would be required to seek
such  an  acquisition  to  achieve  profitability  for  our  shareholders.

 (E)  SALES  OF  UNREGISTERED  COMMON STOCK. We were incorporated in Nevada only
recently,  on  March  26,  1999.  On March 26th, we made our initial issuance of
2,228,400  Founders  Shares  of  Common  Stock  to  five founders, one principal
affiliate founder, and four non-affiliate founders.     These four non-affiliate
founders  were known to management to be highly sophisticated persons, by virtue
of  pre-existing  business  relationships  with  our  management.  They provided
assistance, consultation and introductions to us in connection with the founding
of  our  company.  Founders  shares  were issued pursuant to section 4(2) of the
Securities  Act  of  1933 and were issued as Restricted Securities in accordance
with  Rule  144(a),  for  such  services.

      On  March  26,  1999,  we  opened  a limited offering of 300,000 shares of
common  stock, pursuant to Regulation D, Rule 504, as then in force, extended to
persons with pre-existing relationships with Intrepid and its management, and to
persons  introduced  to  us  by  such persons. The offering closed June 3, 1999.
220,000  shares  had been placed at $0.50 per share, for a total of $110,000.00.

                                        8


No commissions or underwriting were involved to discount these proceeds received
by us. There were 32 subscribers. No offers were extended to persons who did not
subscribe.


                              2 for 1    20 for 1
-------------------------------------------------
Founders Shares  2,228,400  4,456,800  89,136,000
Investors . . .    220,000    440,000   8,800,000
TOTAL ISSUED. .  2,448,400  4,896,800  97,936,000
Affiliates. . .  2,200,000  4,400,000  88,000,000
Non-affiliates.    248,400    496,800   9,936,000
TOTAL ISSUED. .  2,448,400  4,896,800  97,936,000


       ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.


 (A)  PLAN  OF  OPERATION:  NEXT  TWELVE  MONTHS.  The entry into an established
marketing  field  is  never  quick  or  easy.  There  are  two initial problems:
establishing  sources of products, and identifying markets for them. Since about
May,  of  1999,  we  have  been  engaged in designing our intended web-site. The
process  has included careful study of competing websites, and a discrete survey
of  products  on  the  shelf  in  retail stores. The major domestic suppliers of
sports  wear have been identified, and the inventory of international sources is
currently  incomplete  and  in  progress.  Since  July  of  1999,  we  have been
conducting  informal  surveys  of  young people, the target market, to determine
present  and  future  trends  in  tastes  and new technologies continually being
incorporated  into action sports products and accessories. We have been studying
international trade and tariff agreements, in an effort to determine what issues
and  expenses  we  may face in importation from Europe, Asia, and Latin American
countries,  and  in searching for correspondents in these countries and regions.

     We  remain  essentially  a start-up development stage company, with limited
capital  resources.  Our  initial  funding  has been devoted to organization and
pre-launch  activities.  It  is manifestly clear that our present funding is not
sufficient  for  the launch of its operations, and that the issuer must interest
investors  in  one  or  more  secondary capital formation programs before it can
launch.  Management  is  now  engaged  in  evaluating the feasibility of further
limited  offerings  or  private  placements,  whether  to  develop a program for
investors  involving  royalties or profit participation in actual product sales,
with  investments  tied  to specific products, or whether to attempt to register
securities  for  sale,  pursuant  to  5 of the Securities Act of 1933. It is the
conclusion  of  management  that  significant  additional  capital  formation is
necessary  to  launch  our  operations  successfully.

      (1)  CASH  REQUIREMENTS  AND  OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS.
This Registrant has no substantial cash requirements for the next twelve months,
to  remain  in its present pre-launch condition. It is the opinion of management
that we would require about $100,000 to launch our operations in the next twelve
months.  These funds might be raised from a combination of two sources: advances
from  existing  shareholders,  or  the further placement of common stock, either
before  or  after  any  acquisition.

     First,  to  sustain  our  corporation  in pre-launch mode we have indicated
substantial  self-sufficiency,  for  the  reason  that  we would, in that event,
anticipate  no  activity  during  that  period,  other  than compliance with our
reporting  requirements. Our required management, legal and professional service
requirements  during that period are believed to be capable of being secured for

                                        9


deferred payment or payment in new investment shares of common stock. There is a
significant  exception to the previous statement. Our Auditor cannot lawfully or
properly be compensated otherwise than by payment for services in cash as billed
by such independent auditor. This significant cash requirement is foreseen to be
not  less than $5,000.00 nor more than $10,000.00 during the next twelve months.
This  minimal funding by borrowing, possibly with a guarantee from its officers,
directors  or  principal  shareholder.  There is no assurance possible that even
these  minimal requirements for cash can be met. The failure to maintain current
auditing  of  the  corporate  affairs  would  result  in the failure to meet our
intentions  to  file periodic reports, voluntarily or otherwise, at the close of
its  next  fiscal  year, December 31, 2001. The expenses of its audit, legal and
professional  requirements,  including expenses in connection with this 1934 Act
Registration  of  its  common  stock,  may  be  advanced  by  its management and
principal  shareholder. No significant cash or funds are required for Management
to evaluate possible transactions. No such activity is expected for at least the
next  six  months.

     Our  auditor  has  commented,  Note  3:  The Company is a development stage
company  as  defined  in Financial Accounting Standards Board Statement No.7. It
is  concentrating  substantially  all  of  its  efforts  in  raising capital and
developing  its  business  operations in order to generate significant revenues.
As  previously  noted  we  are  actively  engaged  in  limited  pre-launch
investigations;  however it is clear that we will require substantial capital to
launch  our  operations.

      Second,  in  the more important and desirable event that operations are to
be launched during the next twelve months, as intended, it will be necessary for
us  to  obtain  sufficient  working  capital to insure that our operations could
continue  for  long  enough  to  achieve  profitability.

     While  we  have  disclosed  the  results  of  such  a  contingency,  do not
anticipate  any  such  contingency  upon which we would voluntarily cease filing
reports  with  the SEC, even though we might cease to be required to do so under
current rules. It is in our compelling interest to be a reporting company and to
report  our  affairs  quarterly,  annually  and  currently,  as the case may be,
generally  to  provide  accessible public information to interested parties, and
also  specifically  to maintain its qualification for the OTCBB, if and when the
Registrant's intended application for submission be effective. Capital formation
programs  cannot  be  approached  responsibly  without  our  maintenance  of our
reporting  status.

 (B)  DISCUSSION  AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

      (1)  OPERATIONS  AND  RESULTS  FOR  THE  PAST  TWO  FISCAL  YEARS. We were
incorporated in March of 1999. We have not launched our operations. Our activity
during  this  last  year  has been confined to the identification of markets and
sources  of products for resale. We briefly considered a Reverse Acquisition but
abandoned  that  project. We have renewed our intention to continue to renew our
original  plan, and we have disclosed a forseeable contingency, indicated by our
present  condition,  that  a  reverse  acquisition  contingency  exists.

     Our  Balance  Sheet  is  substantially  unchanged.

             The Remainder of this Page is Intentionally left Blank

                                       10


Balance Sheet: . . . . . .    .  December 31   December 31
SELECTED INFORMATION . . . .         2000          1999
                              ------------  ------------
Cash and Equivalents . . . .        2,779         8,979
                              ------------  ------------
Current  Assets. . . . . . .        2,779         8,979
                              ------------  ------------
Total Assets . . . . . . . .        2,779         8,979
                              ------------  ------------
Accounts Payable . . . . . .            -             -
                              ============  ============
Total Liabilities. . . . . .            -             -
Common Stock . . . . . . . .       97,936        97,936
                              ------------  ------------
Paid-in Capital. . . . . . .       14,292        14,292
Accumulated Deficit. . . . .     (109,449)     (103,249)
Total Equity . . . . . . . .        2,779         8,979
                              ------------  ------------
Total Liabilities and Equity        2,779         8,979
                              ------------  ------------


     Our  Operations for year 2000, have consisted of minimal activity involving
NASD  correspondence  in  connection  with our attempt to up-grade our quotation
from  the NQB Pink Sheets to the OTCCB. Our Operations for 1999 consisted of the
1934  Act  Registration  of  our  common  stock.

                                           For the       Inception    Inception
                                            Years         March 26,   March 26,
                                            Ended.        1999         1999
                                           December     .  To            To
                                               31       December      December
                                             2000          31            31
                                             1999         2000          2000
------------------------------------------------------------------------------
 Operations
SELECTED INFORMATION
Revenues:. . . . . . . . . . . . . .  $     1,000            0   $     1,000
                                      ------------  -----------  ------------
 Total Revenues. . . . . . . . . . .        1,000            0         1,000
General & Administrative . . . . . .       (7,200)    (103,249)     (110,449)
------------------------------------  ------------  -----------  ------------
 Total Expenses. . . . . . . . . . .       (7,200)    (103,249)     (110,449)
Net (Loss) . . . . . . . . . . . . .       (6,200)    (103,249)     (109,449)
------------------------------------  ------------  -----------  ------------
Net Loss per share . . . . . . . . .       (.0006)      (.0011)       (.0011)
====================================  ============  ===========  ============
Weighted average shares outstanding.   97,936,000   95,980,440    97,097,902


      (2)   FUTURE  PROSPECTS.  We  are unable to predict when we may launch our
intended  operations,  or  failing  to  do  so,  when  and  if  we  may elect to
participate  in  a  business  acquisition  opportunity.  The  reason  for  this
uncertainty  arises  from  its  limited resources, and competitive disadvantages
with  respect  to  other  public or semi-public issuers, and uncertainties about
compliance  with NASD requirements for trading on the OTCBB. Notwithstanding the
foregoing  cautionary  statements,  assuming  the  continuation  of  current
conditions,  we  would expect to develop a capital formation strategy and launch

                                       11


operations during the next twelve to eighteen months, if we can effect quotation
of  our  common  stock  on  the  OTCBB.

     There  can  be  no assurance that we would be successful in raising capital
through  private  placements  or otherwise. Even if we are successful in raising
capital  through the sources specified, there can be no assurances that any such
financing would be available in a timely manner or on terms acceptable to us and
our  current  shareholders. Additional equity financing could be dilutive to our
then  existing  shareholders,  and  any debt financing could involve restrictive
covenants  with respect to future capital raising activities and other financial
and  operational  matters.

 (C)  REVERSE  ACQUISITION  CANDIDATE.  We  are  not  searching for a profitable
business opportunity. This contingency is disclosed for the possibility that our
business  might  fail.  We  are  not  presently a reverse acquisition candidate.
Should  our  business fail, we would not be able effectively, under current laws
and  regulations  to  attract  capital,  and  would  be required to seek such an
acquisition  to  achieve  profitability  for  our  shareholders.


                         ITEM 7.  FINANCIAL STATEMENTS.

     Please see the Exhibit Index found on page 15 of this Report. The financial
statements  listed  therein, attached hereto and filed herewith are incorporated
herein  by  this  reference  as  though  fully  set  forth  herein.


             ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE.

                                      None.


                                    PART III


    ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

     The following persons are or were our Officers and Directors of Registrant,
having  taken office from the inception of our corporation, to serve until their
successors  might  be  elected  or  appointed.  The  time of the next meeting of
shareholders  has  not  been  determined.

     Kirt  W.  James,  (age 43) President/Directory has a lifelong background in
marketing  and sales. From 1972 to 1987, Mr. James was responsible for sales and
business administrative matters for Glade N. James Sales Co., Inc. and from 1987
to 1990 Mr. James built retail markets for American International Medical Supply
Co.,  a  publicly  traded company. In 1990 he formed and became President of HJS
Financial  Services,  Inc.,  and  was  responsible  for  the day to day business
operations  of  the  firm  as well as consultation with Clients concerning their
business  and Product Development. He remains the President and Sole Shareholder
of  HJS,  which  is presently substantially inactive. During the past five years
Mr.  James  has been involved in the valuation of private companies for internal
purposes,  and  as a consultant to private companies engaged in the private sale
and  acquisition  of other  private businesses. He has also assisted private and
public  companies  in planning for entry into the public market place. Mr. James
is not and has never been a broker-dealer. He has acted primarily as consultant,
and  in  some  cases  has  served  as  an interim officer and director of public
companies  in their development stage. The following disclosure identifies those
public  companies  with  which  he has been involved during the past five years:
Earth  Industries,  Inc.,  EditWorks, Ltd., Market Formulation & Research, Inc.,
Mex  Trans  Seafood Consulting, Inc., BBB-Huntor Associates, Inc., eWorld Travel
Corp.,  Knowledge Networks, Inc., and North American Security & Fire. He is also
an  Officer  and  Director  of Oasis 4th Movie Project, an operating non-trading

                                       12


company,  and  DP Charters, Inc. a public company currently quoted on the OTCBB.

     Pete Chandler, (age 31) Secretary-Treasurer/Director was born and raised in
Northern  Utah,  where he received a Bachelor of Science Degree from Weber State
University,  in  finance  and  business administrations.  He also attended DeVry
Institute  of  Technology  in  Phoenix  Arizona,  where  he  studied  computer
information and accounting systems. He serves as Director of Research & Finance,
for Corporate Relations & Management, Inc., from August 1999 and presently. From
February  1997  until  August  1999,  he  served as financial markets liaison to
Jordan  Richards  Associates.  From  October  1994 until October 1996, he was an
investment  consultant  to  Everen  Securities.  From January 1, 1994 to October
1994,  he  was an agent for New York Life Insurance Company. From August 1993 to
December 1993, he was a sales and leasing representative for Freeway Oldsmobile,
Cadillac,  Mazda.  Mr.  Chandler  is  a Board Member of the Foster Care Citizens
Board,  appointed in 1995, and involved in its community service activities. Mr.
Chandler  serves on the Board of Directors of the following corporations: Ecklan
Corporation,  NetAir.com,  Inc.,  and  Snohomish Equity Corporation. He resigned
without  objection  for  personal  reasons  in  October  of  2000.


                        ITEM 10.  EXECUTIVE COMPENSATION.

     There  is  no  present  program  of  executive compensation, and no plan or
compensation  is expected to be adopted or authorized until we launch operations
and  achieve  revenues.  Intrepid  International,  our  principal  shareholder,
provides  our  management  services  and the services of Mr. James, its officer.
Intrepid bills us on a time-fee basis. Its billings are reflected as general and
administrative  expenses  on  our  financial  statements.  Mr.  James  is  not
compensated  directly  for  his services to us. He is beneficially interested in
the  general  profitability  of Intrepid International Ltd. Our affairs have not
required a substantial commitment of time by Mr. James to date. Mr. Chandler did
not  accrue  any  compensation  as  of  this  filing.  Mr. Chandler devoted only
insubstantial  time  to  our  affairs  before  his  resignation.


    ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

 (A)  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS.  To  the  best  of
Registrant's  knowledge  and  belief the following disclosure presents the total
security ownership of all persons, entities and groups, known to or discoverable
by Registrant, to be the beneficial owner or owners of more than five percent of
any  voting  class  of Registrant's stock. More than one person, entity or group
could  be  beneficially  interested in the same securities, so that the total of
all  percentages  may  accordingly  exceed  one  hundred  percent of some or any
classes.  Please  refer  to  explanatory  notes  if  any,  for  clarification or
additional  information.  The  Registrant  has  only  one class of stock; namely
Common  Stock.

 (B)  SECURITY  OWNERSHIP  OF  MANAGEMENT. To the best of Registrant's knowledge
and  belief  the  following  disclosure  presents  the total beneficial security
ownership  of  all  Directors and Nominees, naming them, and by all Officers and
Directors  as  a  group,  without  naming  them,  of  Registrant,  known  to  or
discoverable  by  Registrant.  More  than  one  person, entity or group could be
beneficially  interested  in  the  same  securities,  so  that  the total of all
percentages  may  accordingly exceed one hundred percent of some or any classes.
Please  refer  to  explanatory  notes  if  any,  for clarification or additional
information.

             The Remainder of this Page is Intentionally left Blank

                                       13


                                    TABLE A/B
                                  COMMON STOCK
                 OFFICERS AND DIRECTORS AND OWNERS OF 5% OR MORE


 Name and Address of Beneficial Owner. . . .  Actual            %
                                              Ownership
-----------------------------------------------------------------
Kirt W. James (1). . . . . . . . . . . . . .  88,000,000    89.85
24843 Del Prado #318
Dana Point CA 92629   Sole Officer/Director
-----------------------------------------------------------------
All Officers and Directors as a Group. . . .  88,000,000    89.85
-----------------------------------------------------------------
Intrepid International Ltd. (1). . . . . . .  88,000,000    89.85
24843 Del Prado #318
Dana Point CA 92629
-----------------------------------------------------------------
Total Other 5% Owners. . . . . . . . . . . .  88,000,000    89.85
-----------------------------------------------------------------
TOTAL ALL AFFILIATES . . . . . . . . . . . .  88,000,000    89.85
-----------------------------------------------------------------
Total Shares Issued and Outstanding. . . . .  97,936,000   100.00
-----------------------------------------------------------------


(1)  Mr.  James  is  an  Officer  of  Intrepid International Ltd., our principal
shareholder.  Please  see  Item  7,  Relationships  and  Transactions,  for more
information  and disclosure about Intrepid. The control block issued to Intrepid
was  issued for developmental purposes only, and not for resale. Intrepid shares
represent  an  interim holding, to be cancelled eventually in whole or part, and
not  subject  to resale without registration. Please see Item 12 of Part III for
more  information  about  Intrepid  and  its  personnel.

 (C)  CHANGES  IN  CONTROL.  There  are  no  arrangements  known  to Registrant,
including any pledge by any persons, of securities of Registrant, which may at a
subsequent  date  result  in  a  change  of  control  of  the  Registrant.


            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     We  have  identified Intrepid International, Ltd. (Nevada) as our principal
Consultant.  We are billed by Intrepid for services of Intrepid's personnel on a
time-fee  basis.  The  officers  and  directors of Intrepid are comprised of two
individuals;  Kirt  W. James, and J. Dan Sifford, Jr. Both these individuals are
U.S. citizens. Mr. James' biography is found in Item 9 of this Part III. For the
past  several years Mr. Sifford has served as United States Managing Director of
Intrepid International, S.A. a Panama Corporation, providing consulting services
to  international  private  companies  in  approaching  the United States public
market  place for products, financing and securities. Mr. Sifford is not and has
never  been  a  broker-dealer. He has acted primarily as consultant, and in some
cases has served as an interim officer and director of public companies in their
development  stage.

     Intrepid stands as our principal shareholder.The control block of issued to
Intrepid  was  issued  for  developmental  purposes  only,  and  not for resale.
Intrepid  shares  represent  an  interim  holding, to be cancelled eventually in
whole  or  part,  and  not  subject  to  resale  without  registration.

                                       14


   ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.


 (A)  FINANCIAL  STATEMENTS.  Please  see  Exhibit  Index  following.

 (B)  FORM  8-K  REPORTS.  None.

 (C)  EXHIBITS.  Please  see  Exhibit  Index  following.

Exhibit
Table
#      Table  Category  /  Description  of  Exhibit             Page  Number
--------------------------------------------------------------------------------
            [3]   ARTICLES/CERTIFICATES OF INCORPORATION, AND BY-LAWS
--------------------------------------------------------------------------------
3.1      Articles of Incorporation                                            17
--------------------------------------------------------------------------------
3.2      Articles of Amendment                                                19
--------------------------------------------------------------------------------
3.3      Articles of Amendment                                                21
--------------------------------------------------------------------------------
3.4       By-Laws                                                             23
--------------------------------------------------------------------------------
                              FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
FK-00     Audited  Financial  Statements  for the years ended December 31, 2000,
          1999                                                                32
--------------------------------------------------------------------------------

                                       15


                                   SIGNATURES

     In  accordance  with  Section 13 of the Exchange Act, the registrant caused
this  report  to  signed on its behalf by the undersigned, thereunto authorized,
and  individually  in  the  capacities  stated.


                           LAST COMPANY CLOTHING, INC.
Dated:  February  9,  2001
                                       by



/S/Kirt W. James          /s/Pete Chandler
   Kirt  W.  James           Pete  Chandler
   president/director        secretary/director

                                       16


--------------------------------------------------------------------------------
                                   EXHIBIT 3.1

                            ARTICLES OF INCORPORATION
--------------------------------------------------------------------------------

                                       17


                            ARTICLES OF INCORPORATION
                                       OF
                           LAST COMPANY CLOTHING, INC.


     ARTICLE  I.  The  name  of  the  Corporation is LAST COMPANY CLOTHING, INC.

     ARTICLE  II.  Its principal office in the State of Nevada is 774 Mays Blvd.
#10,  Incline  Village  NV  89452.  The  initial  resident agent for services of
process  at  that  address  is  N&R  Ltd.  Group,  Inc.

     ARTICLE  III.  The  purposes  for which the corporation is organized are to
engage in any activity or business not in conflict with the laws of the State of
Nevada  or  of  the  United  States  of America.  The period of existence of the
corporation  shall  be  perpetual.

     ARTICLE  IV.  The corporation shall have authority to issue an aggregate of
50,000,000  shares  of  common  voting  equity  stock of par value ($0.0001) per
share,  and  no  other  class or classes of stock, for a total capitalization of
$5,000.  The  corporation's capital stock may be sold from time to time for such
consideration  as  may  be  fixed  by  the  Board of Directors, provided that no
consideration  so  fixed  shall  be  less  than  par  value.

     ARTICLE  V.  No  shareholder  shall  be  entitled  to  any  preemptive  or
preferential  rights  to subscribe to any unissued stock or any other securities
which the corporation may now or hereafter be authorized to issue, nor shall any
shareholder  possess  cumulative  voting rights at any shareholders meeting, for
the  purpose  of  electing  Directors,  or  otherwise.

     ARTICLE  VI. The name and address of the Incorporator of the corporation is
William  Stocker,  34700  Pacific  Coast Highway, Suite 303, Capistrano Beach CA
92624.  The affairs of the corporation shall be governed by a Board of Directors
of  not  less than one (1) nor more than (7) persons. The Incorporator shall act
as  Sole  Initial  Director.

     ARTICLE  VII. The Capital Stock, after the amount of the subscription price
or  par  value,  shall  not  be  subject  to  assessment to pay the debts of the
corporation,  and  no  stock  issued,  as  paid  up, shall ever be assessable or
assessed.

     ARTICLE  VIII.  The  initial By-laws of the corporation shall be adopted by
its  Board  of  Directors.  The  power to alter, amend or repeal the By-laws, or
adopt  new  By-laws,  shall  be  vested  in  the  Board  of Directors, except as
otherwise  may  be  specifically  provided  in  the  By-laws.

     I  THE  UNDERSIGNED,  being  the  Incorporator  hereinbefore  named for the
purpose  of  forming  a  corporation pursuant the General Corporation Law of the
State  of  Nevada,  do  make  and  file  these Articles of Incorporation, hereby
declaring  and certifying that the facts herein stated are true, and accordingly
have  set  my  hand  hereunto  this  Day,

Dated:  March  25,  1999.
                               /S/William Stocker
                                 William Stocker
                                  Incorporator

                                       18


--------------------------------------------------------------------------------
                                   EXHIBIT 3.2

                              ARTICLES OF AMENDMENT
--------------------------------------------------------------------------------

                                       19


                     AMENDMENT TO ARTICLES OF INCORPORATION
                                       OF
                           LAST COMPANY CLOTHING, INC.

                (AFTER PAYMENT OF CAPITAL AND ISSUANCE OF STOCK)

WE  THE UNDERSIGNED, Officers of LAST COMPANY CLOTHING, INC. ( the Corporation )
hereby  certify:

     1.  The Board of Directors of the Corporation at a meeting of duly convened
and  held  on  July  5,  2000  adopted  a  resolution  to  amend the Articles of
Incorporation  as  Originally  filed  and/or  amended.

     The  former  Article  read:

     ARTICLE  ONE.  The  name  of the corporation is Last Company Clothing, Inc.

     Article  One  is  superseded  and  replaced  as  follows:

     ARTICLE  ONE.  The name of the corporation is MIVI Biomedical Technologies,
Inc.

THE  FORMER  ARTICLE  IV  READ: The corporation shall have authority to issue an
aggregate  of  50,000,000  shares of common voting equity stock of par value one
mil  ($0.0001)  per  share,  and no other class or classes of stock, for a total
capitalization  of $5,000. The corporation's capital stock may be sold from time
to  time  for  such  consideration  as  may  be fixed by the Board of Directors,
provided  that  no  consideration  so  fixed  shall  be  less  than  par  value.

ARTICLE  IV  IS  SUPERSEDED  AND REPLACED AS FOLLOWS: The corporation shall have
authority  to  issue  an aggregate of 100,000,000 shares of common voting equity
stock  of par value one mil ($0.001) per share, and no other class or classes of
stock,  for  a total capitalization of $100,000. The corporation's capital stock
may  be  sold  from  time  to time for such consideration as may be fixed by the
Board  of  Directors, provided that no consideration so fixed shall be less than
par  value.

     The number of shares of the Corporation outstanding and entitled to vote on
an  amendment  to the Articles of Incorporation is 2,448,400 of which 2,200,000,
voted  in  favor; and the foregoing changes and amendment have been consented to
and  approved by a majority vote of the stockholders holding at least a majority
of  each  class  of  stock  outstanding  and  entitled  to  vote  thereon.

/s/Kirt W. James     /s/Pete Chandler
   Kirt  W.  James      Pete  Chandler
   president            secretary

                                       20


--------------------------------------------------------------------------------
                                   EXHIBIT 3.3

                              ARTICLES OF AMENDMENT
--------------------------------------------------------------------------------

                                       21


                     AMENDMENT TO ARTICLES OF INCORPORATION
                                       OF
                       MIVI BIOMEDICAL TECHNOLOGIES, INC.

                (AFTER PAYMENT OF CAPITAL AND ISSUANCE OF STOCK)

WE  THE UNDERSIGNED, Officers of LAST COMPANY CLOTHING, INC. ( the Corporation )
hereby  certify:

     1.  The Board of Directors of the Corporation at a meeting of duly convened
and  held  on  October  5,  2000  adopted  a resolution to amend the Articles of
Incorporation  as  Originally  filed  and/or  amended.


     The  former  Article  read:

     ARTICLE  ONE.  The name of the corporation is MIVI Biomedical Technologies,
Inc.


     Article  One  is  superseded  and  replaced  as  follows:

     ARTICLE  ONE.  The  name  of the corporation is Last Company Clothing, Inc.


     2. The number of shares of the Corporation outstanding and entitled to vote
on an amendment to the Articles of Incorporation is 2,448,400 of which 2,200,000
(89.85%),  voted  in  favor  on  October  5, 2000; and the foregoing changes and
amendment  have  been  consented  to  and  approved  by  a  majority vote of the
stockholders  holding at least a majority of each class of stock outstanding and
entitled  to  vote  thereon.



/s/Kirt  W.  James        /s/Pete  Chandler
   Kirt  W.  James           Pete  Chandler
   president                 secretary

                                       22


--------------------------------------------------------------------------------
                                   EXHIBIT 3.4

                                     BY-LAWS
--------------------------------------------------------------------------------

                                       23


                                     BY-LAWS
                                       OF
                           LAST COMPANY CLOTHING, INC
                              A NEVADA CORPORATION


                                    ARTICLE I
                                CORPORATE OFFICES


     The  principal  office  of  the corporation in the State of Nevada shall be
located  at  774  Mays Blvd. Suite 10, Incline Village NV 89451. The corporation
may have such other offices, either within or without the State of incorporation
as  the  board  of directors may designate or as the business of the corporation
may  from  time  to  time  require.


                                   ARTICLE II
                             SHAREHOLDERS' MEETINGS

SECTION  1.  PLACE  OF  MEETINGS

     The  directors  may designate any place, either within or without the State
unless  otherwise  prescribed by statute, as the place of meeting for any annual
meeting  or  for any special meeting called by the directors. A waiver of notice
signed  by  all  stockholders  entitled  to  vote at a meeting may designate any
place,  either  within  or  without  the  State  unless  otherwise prescribed by
statute, as the place for holding such meeting. If no designation is made, or if
a  special  meeting  be  otherwise  called,  the  place  of meeting shall be the
principal  office  of  the  corporation.

SECTION  2.  ANNUAL  MEETINGS

     The  time  and date for the annual meeting of the shareholders shall be set
by  the  Board  of  Directors of the Corporation, at which time the shareholders
shall  elect a Board of Directors and transact any other proper business. Unless
the  Board  of  Directors  shall  determine otherwise, the annual meeting of the
shareholders  shall be held on the second Monday of March in each year, if not a
holiday, at Ten o'clock A.M., at which time the shareholders shall elect a Board
of  Directors  and  transact  any other proper business. If this date falls on a
holiday,  then  the  meeting  shall be held on the following business day at the
same  hour.

SECTION  3.  SPECIAL  MEETINGS

     Special  meetings  of  the shareholders may be called by the President, the
Board  of  Directors,  by  the holders of at least ten percent of all the shares
entitled  to  vote  at  the  proposed  special  meeting, or such other person or
persons  as  may  be  authorized  in  the  Articles  of  Incorporation.

SECTION  4.  NOTICES  OF  MEETINGS

     Written  or  printed  notice stating the place, day and hour of the meeting
and,  in  the  case  of a special meeting, the purpose or purposes for which the
meeting  is called, shall be delivered not less than ten (10) days nor more than
sixty (60) days before the date of the meeting, either personally or by mail, by
the  direction of the president, or secretary, or the officer or persons calling

                                       24


the  meeting.  If  mailed,  such  notice  shall  be  deemed to be delivered when
deposited in the United States mail, addressed to the stockholder at his address
as  it  appears  on  the  stock  transfer books of the corporation, with postage
thereon  prepaid.
Closing  of  Transfer  Books  or  Fixing  Record  Date.

     (a) For the purpose of determining stockholders entitled to notice of or to
vote  at any meeting of stockholders or any adjournment thereof, or stockholders
entitled to receive payment of any dividend, or in order to make a determination
of  stockholders  for any other proper purpose, the directors of the corporation
may  provide  that  the stock transfer books shall be closed for a stated period
but  not to exceed, in any case twenty (20) days. If the stock transfer books be
closed for the purpose of determining stockholders entitled to notice or to vote
at  a  meeting  of  stockholders, such books shall be closed for at least twenty
(20)  days  immediately  preceding  such  meeting.

     (b)  In  lieu  of  closing  the  stock  transfer  books,  the directors may
prescribe  a  day  not  more than sixty (60) days before the holding of any such
meeting  as  the  day as of which stockholders  entitled to notice of the and to
vote at such meeting must be determined. Only stockholders of record on that day
are  entitled  to  notice  or  to  vote  at  such  meeting

     (c)  The directors may adopt a resolution prescribing a date upon which the
stockholders  of  record are entitled to give written consent to actions in lieu
of  meeting.  The  date  prescribed by the directors may not precede nor be more
than  ten  (10)  days  after  the  date  the resolution is adopted by directors.

SECTION  5.  VOTING  LIST.

     The  officer  or  agent  having  charge of the stock transfer books for the
shares of the corporation shall make, at least ten (10) days before each meeting
of  stockholders,  a  complete  list  of  stockholders  entitled to vote at such
meeting,  or  any  adjournment thereof, arranged in alphabetical order, with the
address  of  and  number of shares held by each, which list, for a period of ten
(10)  days  prior to such meeting, shall be kept on file at the principal office
of  the corporation and shall be subject to inspection by any stockholder at any
time during usual business hours. Such list shall also be produced and kept open
at  the  time and place of the meeting and shall be subject to the inspection of
any  stockholder  during  the  whole  time  of  the  meeting. The original stock
transfer  book  shall  be  prima  facie  evidence as to who are the stockholders
entitled  to  examine  such  list or transfer books or to vote at the meeting of
stockholders.

SECTION  6.  QUORUM.

     At  any meeting of stockholders, a majority of fifty percent plus one vote,
of  the  outstanding  shares of the corporation entitled to vote, represented in
person  or  by proxy, shall constitute a quorum at a meeting of stockholders. If
less  than said number of the outstanding shares are represented at a meeting, a
majority  of  the outstanding shares so represented may adjourn the meeting from
time to time without further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been  transacted at the meeting originally notified. The stockholders present at
a  duly  organized  meeting may continue to transact business until adjournment,
notwithstanding  the  withdrawal  of  enough  stockholders  to leave less than a
quorum.

SECTION  7.  PROXIES.

     At  all  meetings  of  the  stockholders,  a  stockholder may vote by proxy
executed  in  writing  by  the stockholder or by his duly authorized attorney in

                                       25


fact.  Such proxy shall be filed with the secretary of the corporation before or
at  the  time  of  the  meeting.  Such  proxies  may  be deposited by electronic
transmission.

SECTION  8.  VOTING.

     Each  stockholder  entitled  to  vote  in  accordance  with  the  terms and
provisions  of  the  certificate  of  incorporation  and  these by-laws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote  held by such shareholder. Upon the demand of any stockholder, the vote for
directors  and  upon  any  question  before  the meeting shall be by ballot. All
elections  for directors shall be decided by plurality vote; all other questions
shall  be  decided  by  majority  vote  except  as  otherwise  provided  by  the
Certificate  of  Incorporation  or  the  laws  of  Nevada.

SECTION  9.  ORDER  OF  BUSINESS.

     The  order  of  business  at  all meetings of the stockholders, shall be as
follows:

     a.     Roll  Call.
     b.     Proof  of  notice  of  meeting  or  waiver  of  notice.
     c.     Reading  of  minutes  of  preceding  meeting.
     d.     Reports  of  Officers.
     e.     Reports  of  Committees.
     f.     Election  of  Directors.
     g.     Unfinished  Business.
     h.     New  Business.


SECTION  10.  INFORMAL  ACTION  BY  STOCKHOLDERS.

     Unless  otherwise  provided by law, any action required to be taken, or any
other  action which may be taken, at a meeting of the stockholders, may be taken
without  a  meeting  if a consent in writing, setting forth the action so taken,
shall  be signed by all of the stockholders entitled to vote with respect to the
subject matter thereof. Unless otherwise provided by law, any action required to
be  taken,  or  any  other  action  which  may  be  taken,  at  a meeting of the
stockholders,  may  be  taken without a meeting if a consent in writing, setting
forth  the  action  so  taken,  shall  be  signed  by  a  Majority of all of the
stockholders  entitled to vote with respect to the subject matter thereof at any
regular  meeting  called on notice, and if written notice to all shareholders is
promptly  given  of  all  action  so  taken.

SECTION  11.  BOOKS  AND  RECORDS.

     The  Books,  Accounts,  and  Records  of  the corporation, except as may be
otherwise  required  by  the laws of the State of Nevada, may be kept outside of
the  State of Nevada, at such place or places as the Board of Directors may from
time to time appoint. The Board of Directors shall determine whether and to what
extent the accounts and the books of the corporation, or any of them, other than
the  stock  ledgers, shall be open to the inspection of the stockholders, and no
stockholder  shall  have any right to inspect any account or book or document of
this  Corporation,  except  as  conferred  by  law  or  by  resolution  of  the
stockholders  or  directors. In the event such right of inspection is granted to
the  Stockholder(s)  all  fees associated with such inspection shall be the sole
expense  of  the  Stockholder(s)  demanding the inspection. No book, account, or
record  of  the  Corporation  may be inspected without the legal counsel and the
accountants  of the Corporation being present. The fees charged by legal counsel
and  accountants to attend such inspections shall be paid for by the Stockholder
demanding  the  inspection.

                                       26


                                   ARTICLE III
                               BOARD OF DIRECTORS

SECTION  1.  GENERAL  POWERS.

     The  business  and affairs of the corporation shall be managed by its board
of  directors.  The  directors  shall  in all cases act as a board, and they may
adopt  such  rules  and  regulations  for  the conduct of their meetings and the
management  of  the  corporation, as they may deem proper, not inconsistent with
these  by-laws  and  the  laws  of  this  State.

SECTION  2.  NUMBER,  TENURE,  AND  QUALIFICATIONS.

     The  number  of  directors of the corporation shall be a minimum of one (l)
and  a  maximum  of  nine  (7),  or  such other number as may be provided in the
Articles of Incorporation, or amendment thereof. Each director shall hold office
until the next annual meeting of stockholders and until his successor shall have
been  elected  and  qualified.

SECTION  3.  REGULAR  MEETINGS.

     A regular meeting of the directors, shall be held without other notice than
this  by-law  immediately after, and at the same place as, the annual meeting of
stockholders.  The  directors may provide, by resolution, the time and place for
holding  of  additional  regular  meetings  without  other  notice  than  such
resolution.

SECTION  4.  SPECIAL  MEETINGS.

     Special meetings of the directors may be called by or at the request of the
president or any two directors. The person or persons authorized to call special
meetings  of  the directors may fix the place for holding any special meeting of
the  directors  called  by  them.

SECTION  5.  NOTICE.

     Notice  of  any  special meeting shall be given at least one day previously
thereto by written notice delivered personally, or by telegram or mailed to each
director  at  his business address. If mailed, such notice shall be deemed to be
delivered  when  deposited  in the United States mail so addressed, with postage
thereon  prepaid.  The  attendance of a director at a meeting shall constitute a
waiver  of notice of such meeting, except where a director attends a meeting for
the  express purpose of objecting to the transaction of any business because the
meeting  is  not  lawfully  called  or  convened.

SECTION  6.  QUORUM.

     At  any  meeting  of  the  directors  fifty (50) percent shall constitute a
quorum  for the transaction of business, but if less than said number is present
at  a  meeting, a majority of the directors present may adjourn the meeting from
time  to  time  without  further  notice.

SECTION  7.  MANNER  OF  ACTING.

     The  act  of  the majority of the directors present at a meeting at which a
quorum  is  present  shall  be  the  act  of  the  directors.

SECTION  8.  NEWLY  CREATED  DIRECTORSHIPS  AND  VACANCIES.

     Newly  created  directorships  resulting  from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of  directors  without  cause  may  be  filled  by a vote of the majority of the
directors  then  in  office,  although  less  than  a  quorum  exists. Vacancies
occurring by reason of the removal of directors without cause shall be filled by
vote  of  the  stockholders.  A  director  elected  to  fill a vacancy caused by
resignation,  death or removal shall be elected to hold office for the unexpired
term  of  his  predecessor.

                                       27


SECTION  9.  REMOVAL  OF  DIRECTORS.

     Any  or  all  of  the  directors  may  be  removed for cause by vote of the
stockholders  or  by action of the board. Directors may be removed without cause
only  by  vote  of  the  stockholders.

SECTION  10.  RESIGNATION.

     A  director  may  resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise specified in
the  notice, the resignation shall take effect upon receipt thereof by the board
or such officer, and the acceptance of the resignation shall not be necessary to
make  it  effective.

SECTION  11.  COMPENSATION.

     No  compensation  shall  be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual attendance at
each  regular  or special meeting of the board may be authorized. Nothing herein
contained  shall  be  construed  to  preclude  any  director  from  serving  the
corporation  in  any  other  capacity  and  receiving  compensation  therefor.

SECTION  12.  EXECUTIVE  AND  OTHER  COMMITTEES.

     The board, by resolution, may designate from among its members an executive
committee  and  other  committees, each consisting of one (l) or more directors.
Each  such  committee  shall  serve  at  the  pleasure  of  the  board.


                                   ARTICLE IV
                                    OFFICERS


SECTION  1.  NUMBER.

     The  officers  of the corporation shall be the president, a secretary and a
treasurer,  each  of whom shall be elected by the directors. Such other officers
and assistant officers as may be deemed necessary may be elected or appointed by
the  directors.

SECTION  2.  ELECTION  AND  TERM  OF  OFFICE.

     The  officers  of  the  corporation to be elected by the directors shall be
elected  annually  at  the first meeting of the directors held after each annual
meeting  of the stockholders. Each officer shall hold office until his successor
shall  have  been  duly  elected  and shall have qualified or until his death or
until  he  shall  resign  or  shall  have been removed in the manner hereinafter
provided.  In the event that no election of officers be held by the directors at
that  time,  the  existing  officers  shall  be deemed to have been confirmed in
office  by  the  directors.

SECTION  3.  REMOVAL.

     Any  officer  or agent elected or appointed by the directors may be removed
by  the  directors  whenever  in  their  judgement  the  best  interest  of  the
corporation would be served thereby, but such removal shall be without prejudice
to  contract  rights,  if  any,  of  the  person  so  removed.

                                       28


SECTION  4.  VACANCIES.

     A  vacancy  in  any  office  because  of  death,  resignation,  removal,
disqualification  or otherwise, may be filled by the directors for the unexpired
portion  of  the  term.

SECTION  5.  PRESIDENT.

     The  president  shall be the principal executive officer of the corporation
and,  subject  to  the  control of the directors, shall in general supervise and
control  all  of  the  business  and  affairs of the corporation. He shall, when
present,  preside  at  all meetings of the stockholders and of the directors. He
may  sign,  with  the  secretary  or any other proper officer of the corporation
thereunto  authorized  by  the  directors,  certificates  for  shares  of  the
corporation,  any deeds, mortgages, bonds, contracts, or other instruments which
the  directors  have  authorized  to  be  executed,  except  in  cases where the
directors or by these by-laws to some other officer or agent of the corporation,
or  shall  be required by law to be otherwise signed or executed; and in general
shall  perform  all  duties  incident  to the office of president and such other
duties  as  may  be  prescribed  by  the  directors  from  time  to  time.

SECTION  6.  CHAIRMAN  OF  THE  BOARD.

     In  the absence of the president or in the event of his death, inability or
refusal  to act, the chairman of the board of directors shall perform the duties
of  the  president,  and  when  so  acting,  shall have all the powers of and be
subject to all the restrictions upon the president. The chairman of the board of
directors  shall  perform such other duties as from time to time may be assigned
to  him  by  the  directors.

SECTION  7.  SECRETARY.

     The  secretary  shall  keep  the  minutes  of  the stockholders' and of the
directors' meetings in one or more books provided for that purpose, see that all
notices  are duly given in accordance with the provisions of these by-laws or as
required,  be  custodian  of  the  corporate  records  and  of  the  seal of the
corporation  and  keep a register of the post office address of each stockholder
which  shall  be  furnished  to  the secretary by such stockholder, have general
charge of the stock transfer books of the corporation and in general perform all
the  duties  incident  to  the office of secretary and such other duties as from
time  to  time  may  be  assigned  to  him by the president or by the directors.

SECTION  8.  TREASURER.

     If  required  by  the  directors,  the  treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the  directors  shall  determine.  He  shall  have  charge and custody of and be
responsible  for  all  funds and securities of the corporation; receive and give
receipts  for  moneys  due  and  payable  to  the  corporation  from  any source
whatsoever,  and  deposit all such moneys in the name of the corporation in such
banks,  trust companies or other depositories as shall be selected in accordance
with  these  by-laws  and  in  general perform all of the duties incident to the
office  of  treasurer and such other duties as from time to time may be assigned
to  him  by  the  president  or  by  the  directors.


SECTION  9.  SALARIES.

     The  salaries  of  the  officers  shall  be  fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by reason
of  fact  that  he  is  also  a  director  of  the  corporation.

                                       29


                                    ARTICLE V
                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION  1.  CONTRACTS.

     The  directors  may  authorize  any officer or officers, agent or agents to
enter into any contract or execute and deliver any instrument in the name of and
on  behalf  of the corporation, and such authority may be general or confined to
specific  instances.


SECTION  2.  LOANS.

     No  loans shall be contracted on behalf of the corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution of
the  directors. Such authority may be general or confined to specific instances.

SECTION  3.  CHECKS,  DRAFTS,  ETC.

     All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation, shall be signed
by  such  officer  or  officers,  agent or agents of the corporation and in such
manner  as shall from time to time be determined by resolution of the directors.

SECTION  4.  DEPOSITS.

     All funds of the corporation not otherwise employed shall be deposited from
time  to time to the credit of the corporation in such banks, trust companies or
other  depositories  as  the  directors  may  select.


                                   ARTICLE VI
                                   FISCAL YEAR

     The fiscal year of the corporation shall begin on the 1st day of January in
each  year,  or  on  such  other  day  as  the  Board  of  Directors  shall fix.


                                   ARTICLE VII
                                    DIVIDENDS

     The  directors  may from time to time declare, and the corporation may pay,
dividends  on  its  outstanding  shares  in  the  manner  and upon the terms and
conditions  provided  by  law.


                                  ARTICLE VIII
                                      SEAL

     The  directors  may  provide  a  corporate  seal which shall have inscribed
thereon  the  name  of  the  corporation,  the  state  of incorporation, year of
incorporation  and  the  words,  "Corporate  Seal".

                                       30


                                   ARTICLE IX
                                WAIVER OF NOTICE

     Unless  otherwise  provided  by  law, whenever any notice is required to be
given  to any stockholder or director of the corporation under the provisions of
these by-laws or under the provisions of the articles of incorporation, a waiver
thereof  in  writing,  signed  by the person or persons entitled to such notice,
whether  before  or after the time stated therein, shall be deemed equivalent to
the  giving  of  such  notice.


                                    ARTICLE X
                                   AMENDMENTS

     These  by-laws  may  be altered, amended or repealed and new by-laws may be
adopted  in  the  same manner as their adoption, by the Board of Directors if so
adopted; by a vote of the stockholders representing a majority of all the shares
issued  and outstanding, if so adopted or adopted by the Board of Directors; or,
in any case, at any annual stockholders' meeting or at any special stockholders'
meeting  when  the  proposed  amendment  has  been set out in the notice of such
meeting.

                                  CERTIFICATION

     THE  SECRETARY  of the Corporation hereby certifies that the foregoing is a
true  and  correct  copy  of  the  By-Laws of the Corporation named in the title
thereto  and  that  such  By-Laws were duly adopted by the Board of Directors of
said  Corporation  on  the  date  set  forth  below.

EXECUTED  this  day  of  March  26,  1999.

                                /s/Pete Chandler
                                  Pete Chandler
                                    Secretary

                                       31


--------------------------------------------------------------------------------
                                  EXHIBIT FK-00

                          AUDITED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED DECEMBER 31, 2000, 1999
--------------------------------------------------------------------------------

                                       32


                           LAST COMPANY CLOTHING, INC.
                          (a Development Stage Company)
                              Financial Statements
                            December 31, 2000 and 1999

                                       33


                                 C O N T E N T S



Independent  Auditors'  Report                                                35

Balance  Sheets                                                               36

Statements  of  Operations                                                    37

Statements  of  Stockholders'  Equity                                         38

Statements  of  Cash  Flows                                                   39

Notes  to  the  Financial  Statements                                         40

                                       34


                          INDEPENDENT AUDITOR'S REPORT



To  The  Board  of  Directors  and  Stockholders  of
    Last  Company  Clothing,  Inc.

We  have  audited the accompanying balance sheets of Last Company Clothing, Inc.
(a  Development Stage Company) as of  December 31, 2000 and 1999 and the related
statements of operations, stockholders' equity and cash flows for the year ended
December  31,  2000, from inception on March 26, 1999 through December 31, 1999,
and  from  inception  on  March  26,  1999  through  December  31, 2000 .  These
financial  statements  are  the responsibility of the Company's management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all  material respects, the financial position of Last Company Clothing, Inc. (a
Development  Stage Company) as of  December 31, 2000 and 1999 and the results of
its  operations  and  cash  flows  for  the  year  ended December 31, 2000, from
inception  on  March  26, 1999 through December 31, 1999,  and from inception on
March  26, 1999  through December 31, 2000 in conformity with generally accepted
accounting  principles.


The  accompanying  financial  statements  have  been  prepared assuming that the
Company will continue as a going concern.  As discussed in Note 2, the Company's
recurring  operating  losses and lack of working capital raise substantial doubt
about  its ability to continue as a going concern.  Management's plans in regard
to  those matters are also described in Note 2.  The financial statements do not
include  any adjustments that might result from the outcome of this uncertainty.


/s/Chisholm  &  Associates
Chisholm  &  Associates
Salt  Lake  City,  Utah
January  18,  2001

                                       35


                           LAST COMPANY CLOTHING, INC.
                          (a Development Stage Company)
                                  Balance Sheets

                                     ASSETS

                                        December  31,          December  31,
                                            2000                   1999
----------------------------------------------------------------------------
Current  assets
   Cash  (Note  1)                        $     2,779            $     8,979
                                          ----------------------------------
Total  Current  Assets                          2,779                  8,979
                                          ----------------------------------
      Total  Assets                       $     2,779            $     8,979
                                          ==================================
                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current  Liabilities
   Accounts  payable                                0                      0
                                          ----------------------------------
Total  Current  Liabilities                         0                      0
                                          ----------------------------------
Stockholders'  Equity

   Common  Stock,  authorized
     100,000,000  shares  of  $.001  par  value,
     issued  and  outstanding  97,936,000
     and  97,936,000  shares                   97,936                 97,936
   Additional  Paid  in  Capital               14,292                 14,292
   Deficit  Accumulated  During  the
     Development  Stage                      (109,449)             (103,249)
                                          ----------------------------------
Total  Stockholders'  Equity                     2,779                 8,979
                                          ----------------------------------
Total Liabilities and
Stockholders' Equity                      $      2,779           $     8,979
                                          ==================================

The accompanying notes are an integral part of these financial statements.

                                       36


                           LAST COMPANY CLOTHING, INC.
                          (a Development Stage Company)
                             Statements of Operations

                                                                        From
                                                    From inception    inception
                                          For  the    on March 26,  on March 26,
                                        Year Ended   1999 through   1999 through
                                        December 31,  December 31,  December 31,
                                            2000          1999          2000
--------------------------------------------------------------------------------
Revenues:                                $     1,000   $         0   $     1,000

Expenses:
General  and  administrative                   7,200       103,249       110,449
          Total  Expenses                      7,200       103,249       110,449
                                         ---------------------------------------
Net  Loss                                $    (6,200)  $  (103,249)  $ (109,449)
                                         =======================================
Net  Loss Per Share                      $     (.000)  $      (.00)  $     (.00)
                                         =======================================
Weighted average shares outstanding       97,936,000    95,980,440    97,097,902
                                         =======================================

The accompanying notes are an integral part of these financial statements.

                                       37


                           LAST COMPANY CLOTHING, INC.
                          (a Development Stage Company)
                        Statement of Stockholders' Equity

<TABLE>
<CAPTION>
<S>                          <C>          <C>           <C>              <C>
                                                                              Deficit
                                                                            Accumulated
                                                           Additional       During  the
                                      Common Stock           paid-in        Development
                                 Shares         Amount       capital           Stage
---------------------------------------------------------------------------------------
Balances  at  March 26, 1999            0  $         0  $           0    $            0

Stock issued for services
valued at $2,228               89,136,000       89,136        (86,908)                0

Stock issue for cash at
$.0125 per share                8,800,000        8,800        101,200                 0

Net loss for the year ended
December  31, 1999                      0            0              0         (103,249)
                              ---------------------------------------------------------
Balance, December 31, 1999     97,936,000       97,936         14,292         (103,249)
                              ---------------------------------------------------------
Net loss for the year ended
December 31,2000                        0            0              0           (6,200)
                              ---------------------------------------------------------
Balance,  December  31, 2000   97,936,000  $    97,936  $      14,292    $    (109,449)
                              =========================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                       38


                           LAST COMPANY CLOTHING, INC.
                          (a Development Stage Company)
                            Statements of Cash Flows


                                                From inception    From inception
                                   For  the     on  March  26,    on  March  26,
                                 Year  Ended    1999 through       1999 through
                                December  31,   December  31,      December  31,
                                    2000            1999               2000
--------------------------------------------------------------------------------

Cash  Flows  form  Operating
Activities:
Net  loss                     $     (6,200)   $     (103,249)     $    (109,449)

Adjustments  to  reconcile
net  loss  to  net  cash
provided  by  operations:
Stock  issued  for services              0             2,228               2,228
                              --------------------------------------------------
Net  Cash  (Used)  Provided  by
Operating  Activities               (6,200)         (101,021)          (107,221)
                              --------------------------------------------------
Cash  Flows  from  Investment
 Activities:                             0                 0                   0
                              --------------------------------------------------
Net  Cash  (Used)  Provided  by
   Investing  Activities                 0                 0                   0
                              --------------------------------------------------
Cash  Flows  from  Financing
 Activities:
Issued common stock for cash             0           110,000             110,000
                              --------------------------------------------------
Net  Cash  (Used)  Provided  by
   Financing  Activities                 0           110,000             110,000
                              --------------------------------------------------
Net increase (decrease) in cash     (6,200)            8,979               2,779

Cash,  beginning  of  period         8,979                 0                   0
                              --------------------------------------------------
Cash,  end  of  period         $     2,779       $     8,979          $    2,779
                              ==================================================

Supplemental  Cash  Flow  Information
  Cash  paid  for  interest    $         0       $         0          $        0
  Cash paid for income taxes   $         0       $         0          $        0

Non-cash  financing  activities:
Shares issued for services     $         0       $     2,228          $    2,228

The accompanying notes are an integral part of these financial statements.

                                       39


                           LAST COMPANY CLOTHING, INC.
                          (a Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2000 and 1999

NOTE  1  -  Summary  of  Significant  Accounting  Policies

     a.  Organization

         Last  Company Clothing, Inc. (the Company) was organized under the laws
of  the  State  of  Nevada on March 26, 1999.  The Company was organized for the
purpose  of  importing  and wholesaling a line of clothing in the extreme sports
industry  (i.e  snowboards,  skateboards,  apparel).

     b.  Accounting  Method

          The  Company  recognizes  income  and  expense on the accrual basis of
accounting.

     c.  Earnings  (Loss)  Per  Share

          The  computation of earnings per share of common stock is based on the
weighted  average  number     of shares outstanding at the date of the financial
statements.

     d.  Cash  and  Cash  Equivalents

     The  Company  considers  all  highly  liquid investments with maturities of
three  months  or  less  to  be  cash  equivalents.

     e.  Provision  for  Income  Taxes

     No  provision  for income taxes has been recorded due to net operating loss
carryforwards totaling approximately $109,449 that will be offset against future
taxable  income.  These  NOL carryforwards begin to expire in the year 2019.  No
tax  benefit  has  been reported in the financial statements because the Company
believes  there  is a 50% or greater chance the carryforward will expire unused.

     Deferred tax assets and the valuation account is as follows at December 31,
2000  and  1999
 .
                                           December 31,      December  31,
                                             2000                1999
                                         ---------------------------------
     Deferred  tax  asset:
        NOL  carrryforward                $     37,000        $     35,000
     Valuation  allowance                      (37,000)            (35,000)
                                         ---------------------------------
     Total                                $          0        $          0
                                         =================================

     f.   Use  of  Estimates  in  the  Preparation  of  Financial  Statements

     The  preparation  of  financial  statements  in  conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect reported amounts of assets and liabilities, disclosure
of contingent assets and liabilities at the date of the financial statements and
expenses  during  the  reporting period.  In these financial statements, assets,
liabilities  and  expenses involve extensive reliance on management's estimates.
Actual  results  could  differ  from  those  estimates.

                                       40


                           LAST COMPANY CLOTHING, INC.
                          (a Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2000 and 1999


NOTE  2  -  Going  Concern

     The  accompanying financial statements have been prepared assuming that the
Company  will  continue  as  a going concern.  The Company has few assets and no
operations  and  is  dependent  upon  financing  to  continue  operations.  The
financial  statements  do not include any adjustments that might result from the
outcome  of this uncertainty.  It is management's plan to raise capital in order
to  define  its  business operations, thus creating necessary operating revenue.

NOTE  3  -  Development  Stage  Company

     The  Company  is  a  development  stage  company  as  defined  in Financial
Accounting  Standards  Board Statement No. 7.  It is concentrating substantially
all  of  its  efforts  in raising capital and defining its business operation in
order  to  generate  significant  revenues.

NOTE  4  -  Related  Party  Transactions

     The  Company loaned a corporation under common ownership $21,500 during the
period  ended  December 31, 1999.  The note was non-interest bearing, unsecured,
and  due  within  one  year.  The  Company  received payments of $21,500 on this
receivable during 1999.  The balance of this note is $0 at December 31, 2000 and
December  31,  1999.

         The  Company  paid  consulting  and  professional  fees  to  Intrepid
International,  Ltd.,  a  shareholder,  and  entities  related  to  Intrepid
International  of  $6,200 and $90,000 for the years ending December 31, 2000 and
1999.

NOTE  5  -  Equity

    During  March 1999, the Company issued 89,136,000 shares of common stock for
services  valued  at  $2,228.

       During June 1999, the Company issued 8,800,000 shares of common stock for
cash  of  $110,000.

NOTE  6  -  Stock  Splits

        In  July  2000,  the Company completed a forward stock split of 2 shares
for  each outstanding share.  In December  2000, the Company completed a forward
stock  split  of  20  shares  for  each outstanding share.  This report has been
prepared  showing  after  stock  split  shares  from  inception.

                                       41