U.S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                             FORM 10-KSB
              [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                                   or

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

                        COMMISSION FILE NO. 333-34308

                          UTAH CLAY TECHNOLOGY, INC.
                (Name of small business issuer in its charter)

            Utah                                           87-0520575
    ---------------------                             --------------------
  (state of incorporation)                          (IRS Employer I.D. Number)

                             3985 South 2000 East
                          Salt Lake City, UT 84124
                          -------------------------
                   (Address of principal executive offices)

                   Issuer's telephone number: 801-424-0223

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

                         Title of each class: None.

              Name of each exchange on which registered: None.

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

                       Common Stock $0.001 par value
                      -------------------------------
                              (Title of class)

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

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [X]


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State issuer's revenues for its most recent fiscal year:  $-0-.

     State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as
of a specified date within the past 60 days:  $537,461 computed by reference
to the $0.035 average of the bid and asked price of the company's Common Stock
on February 28, 2002.

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of March 1, 2002: 31,241,801 shares of Common Stock, $0.001
par value.

DOCUMENTS INCORPORATED BY REFERENCE

     If the following documents are incorporated by reference, briefly describe
them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.)
into which the document is incorporated: (1) any annual report to security
holders; (3) any proxy or information statement; and (3) any prospectus filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities
Act").  The list documents should be clearly described for identification
purposes (e.g., annual report to security holders for fiscal year ended
December 24, 1990).   None.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]




















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                                TABLE OF CONTENTS

Page

Item 1      Description of Business .......................................  1
            Business Development ..........................................  1
            Kaolin ........................................................  1
            The Market for Kaolin .........................................  1
            Results of Tests on the Utah Clay Deposits ....................  2
            Competition ...................................................  2
            Distribution Methods ..........................................  2
            Patents .......................................................  2
            Government Approval of Principal Products .....................  2
            Government Regulations ........................................  3
            Costs and Effects of Complying with Environmental Laws ........  3
            Employees .....................................................  3
            Working Capital Requirements ..................................  3
            Product Research and Development During the Next Twelve Months   3
            Additional Employees ..........................................  4

Item 2      Properties ....................................................  4
            Location and Means of Access to the Properties ................  4
            Description of our Title ......................................  5
            History of Mineral Exploration ................................  10
            Plant and Equipment ...........................................  11
            Rock Formations and Mineralization ............................  11
            Geology .......................................................  12

Item 3      Legal Proceedings .............................................  12

Item 4      Submission of Matters to a Vote of Security Holders ...........  13

Item 5      Market for Common Equity and Related Stockholder Matters ......  13

Item 6      Management's Plan of Operations ...............................  18
            Plan of Operations for the Next Twelve Months .................  18

Item 7      Financial Statements ..........................................  19

Item 8      Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure ......................................  39

Item 9      Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act .............  39
            Significant Consultants and Other Personnel ...................  40

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Item 10     Executive Compensation ........................................  41

Item 11     Security Ownership of Certain Beneficial Owners and Management   42

Item 12     Certain Relationships and Related Transactions ................  42

Item 13     Exhibits and Reports on Form 8-K ..............................  44
            (a)     Exhibits ..............................................  44
            (b)     Reports on Form 8-K ...................................  46

Signatures ................................................................  47



























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<PAGE>

ITEM 1. DESCRIPTION OF BUSINESS.

                           DESCRIPTION OF BUSINESS

Business Development

     Utah Clay Technology, Inc. was incorporated on March 1, 1994 in the State
of Utah.  Since our organization we have been engaged in the process of -

o       locating kaolin deposits in Utah,

o       obtaining the legal rights to these deposits,

o       conducting exploratory operations,

o       testing the extracted minerals in the laboratory, and

o       selling samples of the processed form of our kaolin to a commercial
        company for market evaluation.

     We have financed these activities by the sale of capital stock for money,
advances by shareholders and by the exchange of capital stock for services
rendered to our company.

     Utah Clay is held together by the day-to-day services of Dennis S. Engh,
our chief executive officer, and Thomas F. Harrison, a vice president and chief
financial officer.  They serve without receiving a regular monthly salary
check.  It will be difficult to replace any of them unless we obtain the liquid
resources to pay salaries.

Kaolin

     Kaolin is a mineral term for a hydrated aluminum silicate with the general
formula, AL2 SI2 O5 (OH)4.  It occurs in a broad range of particle sizes from
200 microns down to about 0.2 microns.  It also occurs in a variety of crystal
structures and shapes.  The Utah kaolin is quite white in the ground.
Processing for commercial uses retains that whiteness.

The Market for Kaolin

     Kaolin is commonly known as China clay and is used extensively as a
mineral filler in paint, plastics, paper, ceramics, pharmaceuticals and
cosmetics, because it does not react chemically.  It also has a white color and
smoothness after grinding.  Industrial users of kaolin combine it with other
raw materials, called formulations, and have developed over 600 different
applications.  The largest single application is for coating paper to hide the
pulp strands and to give the paper a gloss finish.  Another major use is in the
paint industry as an extender to reduce the amount of titanium dioxide needed
to reflect light.  Kaolin is also used in refractory products, plastics,
ceramics, rubber and fiberglass.


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<PAGE>

Results of Tests on the Utah Clay Deposits

     The kaolin taken from our White Mountain site in the test runs shows that
the mineral can be removed by a ripper on a caterpillar tractor and loaded on
trucks with a front end loader.

     The kaolin must be processed to bring it to industry standards.  Utah Clay
has tested the stages of the processing that are needed for these industry
standards.  These tests include:

o       grinding to small particle sizes

o       calcination - a process of heating the clay to about 1800 degrees
        Fahrenheit for a time, which changes its molecular structure, and

o       paint formulation tests.

     These tests have outlined two classes of products that can fit into
established markets.  These are an uncalcined kaolin clay and a calcined kaolin
clay, each in various small particle sizes.

Competition

     The United States is the largest single producer of kaolin in the world.
Currently, ninety percent of the U.S. production comes from deposits in Georgia
and South Carolina.  It has been mined from this area for over 90 years.  There
are several companies located in this area that provide this kaolin to the U.S.
and world markets, companies against whom we will have to compete should we
obtain production of kaolin.  Most of the standards for the world industry are
based on the kaolin from this area.

Distribution Methods

     There are numerous companies in the U.S. whose business is the
distribution of industrial minerals and chemicals.  These companies normally
have specific regions where they operate.

     We anticipate that any sale of kaolin products by us, should we encounter
commercial quantities of kaolin and obtain the capital to develop them, would
be done through these third-party distributors of industrial minerals.

Patents

     Utah Clay has no patents.

Government Approval of Principal Products

     There is no need to obtain government approval to sell kaolin and kaolin
products.  The mining leases of the company, owned or under option to lease,
are mining claims or leases of lands owned by the U.S. Government or the State
of Utah.  Annual rentals of $100 per claim for the federal mining claims must
be paid to the Bureau of Land Management.  The annual lease payment to the
State of Utah totals $2,106 for the four state leases.


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<PAGE>

Government Regulations

     The permitting of exploration work we have on U.S. Government leases in
Utah is subject to federal regulations that are co-administered by the Utah
State Division of Oil, Gas and Mining and the Bureau of Land Management. We
have obtained a small miner's permit for the White Mountain site from the
Bureau of Land Management and the State of Utah's Division of Oil, Gas and
Mining.  This permit allows us to continue to remove tonnage of kaolin from the
site for commercial testing.

     The White Mountain and Oro Blanco sites have been surveyed for sensitive
plant species.  The survey was conducted by a certified environmental firm
retained by the company.  No sensitive species were found on either site.

Costs and Effects of Complying with Environmental Laws

     There are costs involved in complying with environmental laws in the
exploration for kaolin.  Disturbances to the land caused by our exploratory
drilling will have to be reclaimed to a state typical of the surrounding area.

Employees

     We have two full time employees and one part time employee. The full time
employees are Dennis S. Engh, president, and Thomas F. Harrison, vice president
and chief financial officer.  The part time employee is Daniel H. Engh, vice
president.  We estimate that our part-time employee works for us approximately
fifteen hours a week.

Working Capital Requirements

     We need approximately $500,000 to conduct a proper drilling and testing
exploration program on our White Mountain and Oro Blanco leases during the next
twelve months.  We have not identified a source of this capital.  However, we
need little working capital to survive day-to-day.  Our full-time and part-time
employees and consultants will accept stock in lieu of cash for their personal
services, as they have mainly done in the past.

     We recently received, after offering expenses, a net of $163,500 from the
sale of $195,000 in three-year, 5-percent, convertible debentures.  These funds
will be sufficient to pay our administrative overhead and property rentals for
the next twelve months but insufficient to conduct a drilling and testing
exploration program on our White Mountain and Oro Blanco leases.

Product Research and Development During the Next Twelve Months

     From the proceeds of the recent sale of $195,000 of convertible
debentures, we propose to perform approximately $50,000 in research and
development during the next twelve months in an effort to determine the best
calcination parameters for processing kaolin for use in cement.  We have been
and are working with an industry partner with regard to the use of partially
calcined kaolin in cement.

                                       3
<PAGE>

     Additional Employees

     We have no plans to hire additional employees until we should establish
that we have commercial reserves of kaolin and obtain the funds to develop
them.

ITEM 2. PROPERTIES

     We have mining leases to extract minerals from mining claims in the White
Mountain area and the Oro Blanco area in western Utah. We have options to
acquire mining leases to extract minerals from mining claims in the Koosharem
area and the Kimberly area in central Utah and in the Topaz area in western
Utah.  The properties are near the Union Pacific rail lines and interstate
tracking routes I-70 and I-15.

Location and Means of Access to the Properties

     White Mountain Claims.  The White Mountain claims are located in Beaver
County, Utah approximately 25 miles west of Milford, Utah.  Forty-one federal
placer and overlapping lode claims are located in Sections 4-10 in Township 29
South, Range 13 West and in Sections 1 and 12 in Township 29 South, Range 14
West.

     Access to the area is provided by county gravel roads and 1.6 miles of
unimproved, Bureau of Land Management ("BLM") roads. Limited upgrade of the
BLM roads would be necessary to bring mining equipment to the White Mountain
site.

     Oro Blanco Claims.  The Oro Blanco claims are located six miles west of
the White Mountain claims in Beaver County, Utah. Ninety-one federal placer and
overlapping lode claims and four Utah State mineral leases covering these
deposits are located in Sections 13-15, 21-24, 25-28, 32 and 34-36 in Township
29 South, Range 15 West and in Sections 1-3 and 10, 11 and 18 in Township 30
South, Range 15 West.

     Access to the property is provided by county roads and unimproved BLM
roads.  Limited upgrades of the BLM roads would be necessary to bring mining
equipment to the Oro Blanco site.

     Koosharem Claims.  The Koosharem claims are located in Piute and Sevier
Counties, Utah.  Twelve unpatented federal placer and overlapping lode claims
are located on lands managed by the National Forest Service in Townships 26 and
27 South, Ranges 1 and 2 West.

     Access to the area is provided by BLM roads.  The road is currently used
by another mining operation adjacent to our claims.

     Kimberly Claims.  The Kimberly claims are located in Sevier County, Utah.
Twenty-six unpatented federal placer and overlapping lode claims are located on
lands managed by the National Forest Service in Township 26 South, Range 4.5
West.

     Access to the site is provided by unimproved Forest Service roads.
Limited upgrade of the roads would be necessary to bring mining equipment to
the site.

                                       4

<PAGE>

     Topaz Claims.  The Topaz claims are located in Juab County, Utah
approximately 40 miles west of Delta, Utah.  Twenty-six federal placer and
overlapping lode claims are located on lands managed by the National Forest
Service in  Township 13 South, Ranges 10, 11 and 12 West and Township 14 South,
Range 11 West.

     Access to the area is provided by county gravel roads and unimproved BLM
roads.  Limited upgrades to the BLM roads would be required to bring mining
equipment to the site.

Description of Our Title

     White Mountain Claims.  The lode mining claims are reserved from the BLM
in the name of Don and Anola Fullmer, who are unaffiliated with our company.

     The Fullmers have granted a mining lease to Dennis S. Engh and Daniel H.
Engh.  Dennis Engh is president and a director of Utah Clay, and Daniel Engh
is a vice president and director of Utah Clay.

o       This lease from the Fullmers provides for -

o       an annual $5,000 minimum lease payment,

o       a minimum production requirement of 6,000 tons a year starting in 2005,

o       a $2.50 a ton production royalty payment with a Consumer Price Index
        annual escalator clause on the royalty, and

o       the payment of all annual fees to the BLM to maintain the claims.

     The lease expires March 15, 2005, unless commercial production of at least
5,000 tons a year is being obtained from any or all of the claims subject to
the lease.  The lease extends perpetually thereafter if the production minimums
are met.  The Engh family has incorporated the Fullmer lease with their own
placer claims into one lease assigned to Utah Clay as described below.

     The White Mountain placer claims are held by the Engh family, who have
granted a mining lease to Utah Clay. These persons include Dennis and Judith
Engh, husband and wife; Daniel H. and Connie Engh, husband and wife; Darin D.
Engh, and Holly Engh Kingdon (the "Engh Family"). Dennis Engh is president and
a director of Utah Clay, the brother of Daniel Engh and the father of Darin
Engh and Holly Engh Kingdon.  Daniel Engh is a vice president and a director
of Utah Clay.  Darin Engh is a director of Utah Clay.

The Engh family lease provides for -

o       a $5,000 minimum annual lease payment to the Enghs or a $2.50 a ton
        production royalty payment with a Consumer Price Index escalation
        clause, whichever is greater,


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<PAGE>

o       a three percent royalty payment on the gross value of all ores taken
        from the property,

o       the payment of all fees required to maintain the claims with the BLM,
        and

o       all the terms of the Engh lease with the Fullmers for the lode claims
        to be met by Utah Clay.

     The term of the Engh family lease is March 27, 2004 and thereafter as
long as commercial production is obtained.

     There appears on the next page a detailed map of Utah Clay's White
Mountain property.  There is shown on the map outlines of -

o       the claims area,

o       the Blue Placer claims,

o       the Julie White placer claims, and

o       the Julie White lode claims.

















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<PAGE>












                        (Detailed map of Utah Clay's
                          White Mountain property
                        included in courtesy copies
                        [not filed electronically])

There is shown on the map outlines of -

o       the claims area,

o       the Blue Placer claims,

o       the Julie White placer claims, and

o       the Julie White lode claims.

















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<PAGE>

     Oro Blanco Claims.  These 91 federal lode and placer claims and four Utah
State mineral leases are all held by the Engh family.  A 5.5 percent production
royalty on ores taken from the four state leases must be paid to the State of
Utah.

     The Engh family has granted a lease on these properties to Utah Clay. Utah
Clay is to pay -

o       all fees to the BLM to maintain the claims,

o       and a $5,000 minimum annual lease payment to the Enghs or a $2.50 a ton
        production royalty payment with a Consumer Price Index escalation
        clause, whichever is greater, and

o       a production royalty of three percent on the gross value of the ores
        taken from the property.

     The term of the lease is March 27, 2004, and as long thereafter as
commercial production is maintained.

     There appears on the next page a detailed map of Utah Clay's Oro Blanco
property.  There is shown on the map outlines of -

o       the mining area of interest,

o       the Engh Family lode claims,

o       the Engh Family placer claims, and

o       the State of Utah mineral leases.



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<PAGE>










                        (Detailed map of Utah Clay's
                            Oro Blanco property
                        included in courtesy copies
                         [not filed electronically])

There is shown on the map outlines of -

o       the mining area of interest,

o       the Engh Family lode claims,

o       the Engh Family placer claims, and

o       the State of Utah mineral leases.














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<PAGE>

     Koosharem, Kimberly and Topaz Claims.  These claims are all reserved from
the BLM in the name of Don and Anola Fullmer, who are unaffiliated with our
company.  The Fullmers have granted leases on the claims to Daniel and Dennis
Engh, whose affiliation with Utah Clay is described above.  Daniel and Dennis
Engh have granted options to Kaolin of the West, LLC, for it to obtain an
assignment of the leases.  The members and owners of Kaolin of the West, LLC,
are Dennis S. Engh, Daniel H. Engh and Thomas F. Harrison.

     The royalty payments for the leases are identical to those of the White
Mountain mining claims, including the royalty payments to the Enghs and the
Fullmers.

     Each of the three options expires March 27, 2004.  A payment of $10,000
for each option - $5,000 to the Fullmers and $5,000 to the Enghs - must be paid
by June 10 of each year to extend the options past that date as well as the
payment of all federal and state rentals, taxes and other payments associated
with the mining claims.  To exercise each option, Utah Clay must pay to the
owners of Kaolin of the West, LLC, in cash or in common stock of the company,
an amount of cash or common stock equal to the fair market value of the
premises subject to the optioned leases. The fair market value will be
determined by reference to an evaluation of any kaolin reserves as determined
by an independent engineer.

     The mining claims of the three leases under option to the company expire
on March 27, 2004 unless by such date commercial production of at least 5,000
tons a year is being obtained from any or all of the claims subject to each of
the leases. Once the required level of commercial production has been obtained,
the term of each lease is extended for so long as the production requirement
is met.

History of Mineral Exploration

     Both White Mountain and Oro Blanco have a history of mineral exploration.
The following descriptions concern areas on the leases of Utah Clay.

     White Mountain. Earth Sciences conducted some exploratory drilling on
property that is now under our control in White Mountain in the late 1960s and
early 1970s.  Earth Sciences was a consortium of companies that was looking for
commercial deposits of alunite. They found alunite and associated deposits of
kaolin by rotary percussion drilling.  Data for these holes is not available.
An overview of the geology and a summary of their drilling results is outlined
in the published Final Environmental Statement date stamped August 26, 1977 by
the BLM and signed by Curt Berklund, Director, Bureau of Land Management.

     Buena Vista Mining drilled seven holes on the White Mountain lease in
1992.  Buena Vista was a company controlled by the Engh Family.  The Enghs
have made that information accessible to Utah Clay.  The cores were stored and
are available for chemical and brightness analysis.

     Utah Clay has an open test pit that reveals high brightness kaolin exposed
at the surface.  Samples have been taken from the pit to test the kaolin for
use in paints and other industries.

     Neither proven nor probable reserves have been established.

     Oro Blanco.  Earth Sciences conducted extensive exploration for
molybdenum, uranium, gold and flourite in the Oro Blanco region of the Wah Wah
Mountains in the late 1960s and early 1970s.  Earth Sciences drilled 241 core


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and rotary holes in the area subject to our claims.  They found deposits of
both kaolin and alunite.  This information is outlined in a report by Joseph
Shearer, a registered geologist.  He was retained by Fire Clay Minerals, Inc.,
a company controlled by the Engh Family.

     Fire Clay Minerals, Inc. next drilled 104 core holes in the area subject
to our placer claims.  The holes total 10,982 feet and outline a deposit of
high brightness kaolin and alunite.  This drilling was done in 1989 and is
outlined in a report by R.R. Culpert, Ph.D.

     An area of 130 by 300 feet was stripped of overburden to expose a kaolin
deposit.  Samples have been taken from this area to test for brightness and
chemistry.

     Neither proven nor probable reserves have been established.

     Koosharem and Kimberly Claims.  There have been no significant operations
on these claims other than the annual assessment work on the perceived
deposits.

     Topaz Claims. Utah Clay conducted a limited drilling program on the Topaz
claims property in 1995.  Evidence of a certain form of kaolite, called
halloysite, was found.  Drilling was not sufficient to prove any reserves.

Plant and Equipment

     There is no plant or equipment at any of the sites of the mining claims.

     Power can be supplied to the White Mountain site from Utah Power & Light's
grid four miles to the east.   Power can be supplied to the Oro Blanco site
from Utah Power & Light's grid ten miles to the east.

Rock Formations and Mineralization

      White Mountain: Kaolin, hydrated silica and alunite occur as a mixed
mineral system in the White Mountain region of Utah in the lower and upper tuff
members of an unnamed geological formation.  These minerals vary in their
percentages throughout the deposits and have formed where acid-rich,
hydrothermal fluids have strongly altered the tuffs.  "Tuff" is a geological
term for rock composed of finer kinds of volcanic detritus commonly fused
together by heat.

      The percentages of the three primary components vary depending upon the
composition of the tuff and the heat and character of the hydrothermal fluids.
Kaolin, for example can occur from 99% down to 25%.  Alunite typically occurs
in the range 2% to 12%.  Hydrated silica in the form of opal and opal CT make
up the major portion of the remainder.  Because these three components are
all white and all insoluble in water, their combination makes a good, non-
reactive white pigment for incorporation in paint, plastics, paper and other
products.  When the mixtures are calcined at high temperatures, the products
are virtually indistinguishable from 100% kaolin calcined at the same
temperature, except that the hydrothermal materials are whiter.

                                      11
<PAGE>

      Strong alteration of the tuff to kaolin, alunite and hydrated silica
occurs for about two miles along east-west faults.  Local centers for high
kaolin and alunite occur where north-northwest faults intersect the main east-
west structural feature.  Individual centers range in size from 250 to 500
feet in width and extend 2000 feet in length along the principal feeder fault.
In these alteration zones, the kaolin and alunite grade outward in
composition.  At their termination, bands of high iron oxide, red in color,
occur, usually followed by hard silica.

      Chemical analyses of the whitest regions within the deposit suggest small
amounts of iron oxide (as hematite and goethite) of 0.3%, occasional calcium
sulfate (0.5%) and some jarosite (0.5%), a mineral similar in character to
alunite but containing iron structurally substituted for aluminum.  The
remainder of the impurities, as Mg, Ca, K, Na, and Ti, are less than 2% total
and are similar to impurities in commercial kaolins from Georgia and South
Carolina.

      These impurities are not separated during the commercial processing and
have no deleterious effect on pigment properties in the end products.

      Numerous chemical analyses of the kaolinite have been done.  They
uniformly show low amounts of contaminants, specifically iron.

      Typical amounts of other minerals are:

                 Fe            0.172%
                 Na2O          0.296%
                 K2O           1.48%
                 CaO           0.505%
                 MgO           0.118%

     Oro Blanco.  The geology is similar to that at White Mountain, but the
alteration is more complex.

     Koosharem, Kimberly and Topaz Claims.  Each of these areas shows the
hydrothermal alteration of volcanic tuffs.  The geology has not been studied
in sufficient detail to describe it accurately.

Geology

      Drilling and testing which has been conducted to date on our properties
suggest that the cap rock (mineralization which occurs on top of the kaolin)
is shallow in many locales, often less than 25 feet in thickness.  The veins of
mineralized kaolin (and associated minerals) under this cap rock are often
quite wide and of a consistent color and composition, especially after the
calcination process is employed.  Further drilling and analyses and required to
evaluate the usable volume and grade as well as to develop the initial mining
plan.

ITEM 3. LEGAL PROCEEDINGS

     Neither Utah Clay Technology nor any of its property is a party to or
the subject of a pending legal proceeding.

     We are unaware of any proceeding that a governmental authority is
contemplating that would involve us or any of our property.

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<PAGE>

     We are unaware of any material proceeding to which any director, officer
or affiliate of the company, any owner of record or beneficially of more than
five percent of any class of voting securities of the company, or security
holder is a party adverse to the company or has a material interest adverse to
the company.

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

     None.

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
        MATTERS

     Our common stock was earlier quoted on the OTC Bulletin Board under the
stock symbol "UTCL".  The high and low bid information for the stock during
1999, 2000 and 2001 is set forth below.  The information
was obtained from the OTC Bulletin Board and reflects inter-dealer prices,
without retail mark-up, mark-down or commission and may not represent actual
transactions:


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<PAGE>

Calendar
Quarter                 High                    Low
-------                 ----                    ---

1999:
1st Qtr                 0.3438                  0.1600
2nd Qtr                 0.8438                  0.1875
3rd Qtr                 0.6250                  0.1300
4th Qtr                 0.5000                  0.1875

2000:
1st Qtr                 1.125                   0.25
2nd Qtr                   *                       *
3rd Qtr                   *                       *
4th Qtr                   *                       *

2001:
1st Qtr                   *                       *
2nd Qtr                0.5000                   0.1300
3rd Qtr                0.3200                   0.1400
4th Qtr                0.1500                   0.0600
     ____________________

     *     Data is not available for the selected date range.

      During the period from May 3, 2000 to January 16, 2001, our common stock
was removed from the Bulletin Board and was quoted only in the "Pink Sheets".
Our common stock was once again admitted to quotation privileges on the
Bulletin Board on January 17, 2001.

                                      13
<PAGE>

     Holders.  There are approximately 200 holders of record of our common
stock.  There are three holders of record of our Series A Preferred Stock,
for which there is no trading market.

     Dividends.  No cash dividends have been declared during the last two years
for either the common stock or the Series A Preferred Stock.  There are no
restrictions that limit the ability of the company to pay dividends on the
common stock or that are likely to do so in the future other than the
requirement that dividends be paid first to the holders of the company's
preferred stock.

     Recent Sales of Unregistered Securities. The following information is
provided for all securities sold by the Registrant within the past three years
without registering the securities under the Securities Act of 1933.  All
securities were shares of common stock.  There were no underwriters involved in
the sales.

<TABLE>
<CAPTION>
                                                                                         Dollar Value of
                      No. of                                              Cash           Other Type of
    Date           Shares Sold                Purchasers              Consideration      Consideration
-----------      ----------------     --------------------------    -----------------   -----------------
<S>              <C>                  <C>                           <C>                 <C>
12-99             17,739,500(1)       Utah Kaolin Corporation               -                17,740

03-20-00 to
04-03-00(2):

04-03-00              80,000(3)       McKay, Burton & Thurman               -                48,305

04-03-00              10,000(4)       James Groscost                        -                 6,038

                                                45
<PAGE>

03-20-00              10,000(5)       Roger Huber                           -                 3,200

03-20-00              10,000(6)       J. W. Patterson                       -                 3,200

03-20-00             500,000(7)       E. G. Marchi                          -               160,000

03-20-00              60,000(8)       Robert J. Conley                      -                19,200

03-20-00             400,000(9)       Precision Systems                     -               128,000
                                      Engineering, Inc.

03-20-00            100,000(10)       Ron Ostler                            -                25,000

03-20-00            460,000(11)       Investors Advocate                    -               220,000

02-27-01             10,000(12)       Ryan Engh                             -                 1,000

02-27-01            443,773(12)       Thomas J. Kenan                       -                44,380

02-27-01            465,000(12)       Thomas F. Harrison                    -                46,500

02-27-01          1,162,606(12)       Dennis S. Engh                        -               116,260

04-10-01            530,000(13)       Securities Capital                    -                53,000
                                      Corporation

08-09-01            165,000(12)       Thomas J. Kenan                       -                14,850

08-09-01            165,000(14)       Marilyn C. Kenan Trust                -                14,850

08-09-01            100,000(15)       Kenneth Morrison                      -                 9,000

08-09-01            167,000(16)       Dorcas Engh                           -                15,030

11-30-01            321,420(17)       Dutchess Private Equities             -                22,500
                                      Fund, L.P.

11-30-01          1,285,700(17)       May Davis Group, Inc.                 -                90,000

11-30-01            964,428(17)       Dutchess Advisors, Ltd.               -                67,500

11-30-01            450,000(18)       Joseph B. LaRocco                     -                31,500

</TABLE>
________________________

                                      14
<PAGE>

(1)     These shares were issued to purchase the Oro Blanco mining lease.  See
        "Certain Relationships and Related Transactions" in the Prospectus.
        The shares were issued pursuant to the exemption from registration
        provided by Regulation D, Rule 506.  No public solicitation or public
        advertising was employed.  The purchaser of the shares, Utah Kaolin
        Corporation, is an affiliate of the Registrant.  Utah Kaolin's
        management is also the management of Utah Clay Technology.  Utah Kaolin
        is owned by members of the Engh family - who are the majority
        shareholders of Utah Clay; Carmen J. (Tony) Lotito, an officer and
        director of Utah Clay; Dr. Kenneth Morrison, an accredited investor;
        and Thomas J. Kenan, an accredited investor.  Each shareholder of Utah
        Kaolin Corporation was an accredited investor at the time of this
        transaction.

(2)     During this period Utah Clay approached seven creditors of the company,
        listed below, and offered and sold them restricted common stock in
        exchange for the cancellation of indebtedness owed to them by the
        company.  Two of the creditors were accredited, and five were non-
        accredited investors.  The sales were made in reliance upon the Rule
        506 exemption from registration.  All five non-accredited investors
        were sophisticated persons who had sufficient knowledge and experience
        in financial and business matters to allow them to evaluate the merits
        and risks of the investment.  The offering materials provided each
        investor were current and contained what the company believed was all
        material information about the company required by Rule 502(b)(2) of
        Regulation D, which information had been prepared for an offering
        circular used in an unsuccessful Rule 506 offering attempted in
        December 1999.  The financial statements provided were audited
        statements of 1998 and 1999.

(3)     These shares were issued in exchange for legal services provided to
        Utah Clay during the period of March 1994 to September 1999 and were
        issued pursuant to the exemption from registration provided by
        Regulation D, Rule 506.  No public solicitation or public advertising
        was employed.  The beneficial owner of these shares is William H.
        Thurman, one of the partners of the law firm and an accredited
        investor.  He was provided a copy of an offering circular that had been
        prepared for an unsuccessful Rule 506 offering conducted in December
        1999 as well as financial statements for 1999 and 1998.  He was given
        an opportunity to ask questions of management concerning Utah Clay's
        affairs.

(4)     These shares were issued in exchange for the cancellation of
        indebtedness of Utah Clay that arose with regard to ore hauling
        services provided by a company owned by Mr. Groscost, an accredited
        investor.  The shares were issued pursuant to the exemption from
        registration provided by Regulation D, Rule 506.  No public
        solicitation or public advertising was employed.  He was provided a
        copy of an offering circular that had been prepared for an
        unsuccessful Rule 506 offering conducted in December 1999 as well as
        financial statements for 1999 and 1998.  He was given an opportunity to
        ask questions of management concerning Utah Clay's affairs.

                                      15
<PAGE>

(5)     These shares were issued to this non-accredited investor to cancel
        indebtedness owed to this person for services rendered with regard to
        Utah Clay's mining properties.  The shares were issued pursuant to the
        exemption from registration provided by Regulation D, Rule 506.  No
        public solicitation or public advertising was employed.  He was
        provided a copy of an offering circular that had been prepared for an
        unsuccessful Rule 506 offering conducted in December 1999 as well as
        financial statements for 1999 and 1998.  He was given an opportunity to
        ask questions of management concerning Utah Clay's affairs.  This
        investor was sophisticated and had sufficient knowledge and experience
        in financial and business matters to allow him to evaluate the merits
        and risks of the investment.


(6)     These shares were issued to this non-accredited investor to cancel
        indebtedness owed to this person for his marketing services.  The
        shares were issued pursuant to the exemption from registration
        provided by Regulation D, Rule 506.  No public solicitation or public
        advertising was employed.  He was provided a copy of an offering
        circular that had been prepared for an unsuccessful Rule 506 offering
        conducted in December 1999 as well as financial statements for 1999 and
        1998.  He was given an opportunity to ask questions of management
        concerning Utah Clay's affairs.  This investor was sophisticated and
        had sufficient knowledge and experience in financial and business
        matters to allow him to evaluate the merits and risks of the investment.

(7)     These shares were issued to this non-accredited investor to cancel
        indebtedness owed to this person for business planning consulting
        services rendered for one year.  The shares were issued pursuant to the
        exemption from registration provided by Regulation D, Rule 506.  No
        public solicitation or public advertising was employed.  He was
        provided a copy of an offering circular that had been prepared for an
        unsuccessful Rule 506 offering conducted in December 1999 as well as
        financial statements for 1999 and 1998.  He was given an opportunity to
        ask questions of management concerning Utah Clay's affairs.  This
        investor was sophisticated and had sufficient knowledge and experience
        in financial and business matters to allow him to evaluate the merits
        and risks of the investment.

(8)     These shares were issued to this non-accredited investor to cancel
        indebtedness owed to this person for technical services with regard to
        product development.  The shares were issued pursuant to the exemption
        from registration provided by Regulation D, Rule 506.  No public
        solicitation or public advertising was employed.  He was provided a
        copy of an offering circular that had been prepared for an unsuccessful
        Rule 506 offering conducted in December 1999 as well as financial
        statements for 1999 and 1998.  He was given an opportunity to ask
        questions of management concerning Utah Clay's affairs.  This investor
        was sophisticated and had sufficient knowledge and experience in
        financial and business matters to allow him to evaluate the merits and
        risks of the investment.

(9)     These shares were issued to this non-accredited investor to cancel
        indebtedness owed to this person for technical engineering services
        with regard to planning for processing plants.  The shares were issued
        pursuant to the exemption from registration provided by Regulation D,
        Rule 506.  No public solicitation or public advertising was employed.
        He was provided a copy of an offering circular that had been prepared
        for an unsuccessful Rule 506 offering conducted in December 1999 as
        well as financial statements for 1999 and 1998.  He was given an
        opportunity to ask questions of management concerning Utah Clay's
        affairs.  This investor was sophisticated and had sufficient knowledge
        and experience in financial and business matters to allow him to
        evaluate the merits and risks of the investment.

                                      16
<PAGE>

(10)    These shares were issued to this non-accredited investor to cancel
        indebtedness owed to this person for a $25,000 loan he made to the
        company in November 1999.  The shares were issued pursuant to the
        exemption from registration provided by Regulation D, Rule 506.  No
        public solicitation or public advertising was employed.  He was
        provided a copy of an offering circular that had been prepared for
        an unsuccessful Rule 506 offering conducted in December 1999 as well
        as financial statements for 1999 and 1998.  He was given an
        opportunity to ask questions of management concerning Utah Clay's
        affairs.  This investor was sophisticated and had sufficient
        knowledge and experience in financial and business matters to allow
        him to evaluate the merits and risks of the investment.

(11)    These shares were issued to this non-accredited investor for
        subscriptions aggregating $220,000 to be paid in cash by December
        31, 2000.  As of September 30, 2000 Utah Clay had received $155,420
        of the subscribed amount and had a subscription receivable of
        $64,580.  The shares were issued pursuant to the exemption from
        registration provided by Regulation D, Rule 506.  No public
        solicitation or public advertising was employed.  It was provided a
        copy of an offering circular that had been prepared for an unsuccessful
        Rule 506 offering conducted in December 1999 as well as financial
        statements for 1999 and 1998.  It was given an opportunity to ask
        questions of management concerning Utah Clay's affairs.  This investor
        was sophisticated and had sufficient knowledge and experience in
        financial and business matters to allow it to evaluate the merits and
        risks of the investment.

(12)    These shares were issued to these persons for personal services
        provided to the issuer - non-executive services by Ryan Engh, legal
        services by Thomas J. Kenan, legal counsel to the issuer, and executive
        services by Thomas Harrison and Dennis Engh, officers and directors of
        the issuer.  They were issued pursuant to the exemption from
        registration provided by Regulation D, Rule 506.

(13)    These shares were issued in exchange for financial public relations
        services pursuant to the exemption from registration provided by
        Regulation D, Rule 506.

(14)    These shares were issued to this person by way of a gift from Thomas J.
        Kenan, legal counsel to the issuer, to his spouse's trust.  The shares
        were issued in lieu of cash payment for Mr. Kenan's legal services.
        The shares were issued pursuant to the exemption from registration
        provided by Regulation D, Rule 506.

(15)    These shares were issued in exchange for Mr. Morrison's facilitating a
        loan to the issuer by guaranteeing the loan.  The shares were issued
        pursuant to the exemption from registration provided by Regulation D,
        Rule 506.

(16)    These shares were issued to Mrs. Engh in consideration of her
        cancelling $15,030 of indebtedness of the company to her, which
        indebtedness represented a loan of money earlier made by her to the
        company.  The shares were issued pursuant to the exemption from
        registration provided by Regulation D, Rule 506.

(17)    These shares were issued in exchange for services rendered as a
        consultant to an investor in the issuer's Equity Line of Credit.  The
        shares were issued pursuant to the exemption from registration provided
        by Regulation D, Rule 506.

(18)    These shares were issued in exchange for legal services performed in
        connection with the issuer's Equity Line of Credit and $195,000 worth
        of 3-year, 5% convertible debentures.  The shares were issued pursuant
        to the exemption from registration provided by Regulation D, Rule 506.

                                      17
<PAGE>

ITEM 6. MANAGEMENT'S PLAN OF OPERATIONS

     The following discussion and analysis should be read in conjunction with
the financial statements and the accompanying notes thereto.  it is qualified
in its entirety by the foregoing and by more detailed financial information
appearing elsewhere.

Plan of Operations for the Next Twelve Months

     During the next twelve months we propose to re-analyze the seven core
holes that were drilled on the White Mountain property by Buena Vista Mining in
1992.  This analysis will cover the brightness, alteration minerals, percent of
alteration and color along with other tests.  Then, subject to the availability
of approximately $500,000, which we hope to obtain from our Equity Line of
Credit financing, we will conduct a new drilling program.  Our plan provides
that holes will be drilled on 200-foot spacing to define the areas of greatest
shallow, high brightness kaolinite.  The drilling will commence outward from
the test pit where a previous hole encountered 136 feet of white kaolin.  The
next phase of drilling will concentrate on the highest potential areas found in
the first holes.  The spacing will be 100 feet.  The holes will be drilled to
150 feet.  The drilling will produce cores.  Samples from these cores will be
tested for brightness, color, specific gravity, chemical composition and
contaminates. The goal of this drilling and analysis of the cores is to
establish the presence of mineralized material.  We will then combine this
information with the requirements of industry standards, prices of marketable
kaolin and recovery costs to determine the degree of legal and economic
feasibility of further activities.

     Should this determination be favorable for further activities, we will
seek the funds to construct a processing facility.  The engineering and design
work that has been completed thus far indicates that we will need
approximately $20 million to construct a processing facility.  We will pursue
a loan backed by the U.S. Department of Agriculture that would include  80
percent of the construction costs of such a facility.  In order to qualify for
such a loan, we will have to demonstrate that we have, or will have, 20
percent of the cost of the processing facility, which 20 percent would be
approximately $4 million.  In an effort to obtain such funds, we entered into
the Equity Line of Credit agreement described earlier in this prospectus.

     We estimate it will take approximately one year after the funds are
committed to the facility to complete its design and construction and to make
it operational.  Only then would we first obtain revenues for our company.

     Oro Blanco.

     A drilling and testing program similar to that planned for White Mountain
is contemplated.  There was an indication from the previous program that a
promising trend of kaolin continues to the east past where the previous
drilling program stopped.  This trend will be explored in the new drilling
program.

     Koosharem, Kimberly and Topaz Claims.  We have no present proposed program
of exploration on these properties that are subject to our options to acquire.
They are without known reserves.

                                      18
<PAGE>

ITEM 7. FINANCIAL STATEMENTS

                                                                          Page
                                                                          ----

Independent Auditors' Report  ...........................................  20

Balance Sheet, December 31, 2001  .......................................  21

Statement of Operations Years Ended
December 31, 2001 and 2000  .............................................  22

Statements of Changes in Stockholders' Deficit
From Inception (March 1, 1994) to December 31, 2001
and Cumulative From Inception (March 1, 1994)
to December 31, 2001  ...................................................  23

Statements of Cash Flows Periods Ended December 31,
2000 and 2001, and Cumulative From Inception
(March 1, 1994) to December 31, 2001  ...................................  26

Notes to Financial Statements  ..........................................  28


























                                      19
<PAGE>

                        INDEPENDENT AUDITORS' REPORT
                        ----------------------------


To the Stockholders and Board of Directors
Utah Clay Technology, Inc.
(An Exploration Stage Company)

We have audited the accompanying balance sheet of Utah Clay Technology, Inc.,
a Utah Corporation (the "Company") as of December 31, 2001 and the related
statements of operations, stockholders' deficit and cash flows for the year
ended December 31, 2001 and 2000, and for the period from inception on March
1, 1994 to December 31, 2001. 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 audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides 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 Utah Clay Technology, Inc. as
of December 31, 2001 and the results of its operations and its cash flows for
the years ended December 31, 2001 and 2000 and the period from inception
(March 1, 1994) to December 31, 2001 in conformity with accounting principles
generally accepted in the United States of America.

The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has accumulated deficit of $3,283,035 and excess of
total liabilities over total assets of $871,126 on December 31, 2001. These
factors as discussed in Note 12 to the financial statements, raise substantial
doubt about the Company's ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 12. The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.


/s/ Kabani & Company, Inc.

KABANI & COMPANY, INC.
CERTIFIED PUBLIC ACCOUNTANTS

Fountain Valley, California
February 7, 2002
                                      20

<PAGE>


                          UTAH CLAY TECHNOLOGY, INC.
                       (An Exploration Stage Company)
                               BALANCE SHEET
                             December 31, 2001


                                  ASSETS
CURRENT ASSETS:
     Cash & Cash Equivalents                                          84,559
     Receivables                                                         350
                                                                 -----------
          Total current assets                                        84,909

PROPERTY AND EQUIPMENT
     Laboratory Equipment                                              2,484
     Machine Design & Configuration                                  128,000
                                                                 -----------
          Total Properties & Equipment                               130,484

                                                                 -----------
                                                                 $   215,393
                                                                 ===========


                  LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Accounts payable                                            $    87,623
     Accrued expenses                                                204,868
     Loans payable-officers and directors                            420,428
     Notes payable-related parties                                   129,378
     Notes payable-others                                             49,222
                                                                 -----------
          Total current liabilities                                  891,519

CONVERTIBLE DEBENTURE                                                195,000
                                                                 -----------
          Total liabilities                                        1,086,519
                                                                 ===========

COMMITMENT

STOCKHOLDERS' DEFICIT
      Preferred stock, par value $0.001;10,000,000 shares
          authorized; 84,817 shares issued and outstanding                85
      Common stock, par value $0.001;100,000,000 shares
          authorized; 28,220,253 shares issued and outstanding        28,220
      Additional paid-in capital                                   2,492,984
      Stock subscription receivable                                  (59,880)
      Shares issued for prepaid consulting fees                      (49,500)
      Deficit accumulated from inception                          (3,283,035)
                                                                ------------
          Total stockholders' deficit                               (871,126)

                                                                ------------
                                                                $    215,393
                                                                ============


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

                                     21
<PAGE>

                           UTAH CLAY TECHNOLOGY, INC.
                         (An Exploration Stage Company)
                           STATEMENTS OF OPERATIONS


                                                                Cumulative
                                                              From Inception
                                Year ended December 31,     (March 1, 1994) to
                                   2001          2000        December 31, 2001
                              -----------    ----------    --------------------

Revenues                     $         -    $         -       $           -

Expenses:

Mineral lease rentals             73,009         71,857             523,698
General and Administrative       644,587        357,629           2,758,273
                              -----------    ----------    --------------------
Loss before income taxes        (717,596)      (429,486)         (3,281,971)

Income taxes                         272            100               1,064
                              -----------    ----------    --------------------
Net Loss                     $  (717,868)   $  (429,586)      $  (3,283,035)
                              ===========    ==========    ====================
Basic and diluted loss
 per common share            $    (0.026)   $    (0.017)
                              ===========    ==========
Basic and diluted weighted
 average number of common
 shares outstanding*          27,466,769      24,610,093
                              ===========    ==========

*Weighted average number of shares used to compute basic and diluted loss per
 share is the same since the effect of dilutive securities is antidilutive.



















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

                                      22

<PAGE>
<TABLE>
<CAPTION>
                                                        UTAH CLAY TECHNOLOGY, INC.
                                                      (An exploration stage company)
                                         STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                           FROM INCEPTION (MARCH 1, 1994) TO DECEMBER 31, 2001


                           Preferred Stock      Common Stock                                   Deficit
                          -----------------  -------------------    Additional     Stock      accumulated   Prepaid
                          Number of          Number of               Paid-In    Subscription     from      Consulting
                           Shares    Amount    Shares     Amount     Capital     Receivable    inception      Fees       Total
                          ---------  ------  ----------  ---------  ----------  ------------  -----------  ----------  ----------
<S>                       <C>        <C>     <C>         <C>        <C>         <C>           <C>          <C>         <C>
Shares issued for
 cash March 1, 1994           -      $   -     560,000   $ 56,000   $      -     $      -     $       -    $      -    $   56,000

Shares issued for
 services March 1, 1994       -          -   1,440,000    144,000          -            -             -           -       144,000

Net loss for period
 March 1, 1994 to
 December 31, 1994            -          -       -           -             -            -       (105,573)         -      (105,573)
                          ---------  ------  ----------  ---------  ----------  ------------  -----------  ----------  ----------
Balance  December 31, 1994    -          -   2,000,000    200,000          -            -       (105,573)         -        94,427

Net loss for the year
 ended December 31, 1995      -          -       -           -             -            -       (672,267)         -      (672,267)
                          ---------  ------  ----------  ---------  ----------  ------------  -----------  ----------  ----------
Balance December 31, 1995     -          -   2,000,000    200,000          -            -       (777,840)         -      (577,840)

1 for 10 reverse split
 September 30, 1996           -          -       -       (180,000)     180,000          -             -           -          -

Change of par value
 to $0.001                    -          -       -        (18,000)      18,000          -             -           -          -

Preferred stock issued to
 related parties for
 cancellation of debt
 September  30, 1996        84,817      85       -           -         424,000          -             -           -       424,085

Shares issued for service
 in 1996                      -          -     265,000        265       48,200          -             -           -        48,465

Net loss for the year ended
 December 31, 1996            -          -       -           -             -            -       (153,669)         -      (153,669)
                          ---------  ------  ----------  ---------  ----------  ------------  -----------  ----------  ----------
Balance December 31, 1996   84,817   $  85     265,000   $  2,265   $  670,200  $       -     $ (931,509)  $      -    $ (258,959)











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

                                                           23

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                        UTAH CLAY TECHNOLOGY, INC.
                                                      (An exploration stage company)
                                         STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                           FROM INCEPTION (MARCH 1, 1994) TO DECEMBER 31, 2001


                           Preferred Stock      Common Stock                                   Deficit
                          -----------------  -------------------    Additional     Stock      accumulated   Prepaid
                          Number of          Number of               Paid-In    Subscription     from      Consulting
                           Shares    Amount    Shares     Amount     Capital     Receivable    inception      Fees       Total
                          ---------  ------  ----------  ---------  ----------  ------------  -----------  ----------  ----------
<S>                       <C>        <C>     <C>         <C>        <C>         <C>           <C>          <C>         <C>
Balance December 31, 1996    84,817     85      265,000      2,265    670,200         -         (931,509)       -       (258,959)

Share issued for cash
 in 1997                         -       -      100,000        100    199,900         -              -          -        200,000

Share issued for debt
cancellation in 1997             -       -      165,000        165       (165)        -              -          -           -

Net loss for the year
 ended December 31, 1997         -       -         -           -          -           -         (378,929)       -       (378,929)
                          ---------  ------  ----------  ---------  ----------  ------------  -----------  ----------  ----------
Balance December 31, 1997    84,817     85      530,000      2,530    869,935         -       (1,310,438)       -       (437,888)

Shares issued for
 outstanding warrants            -       -      389,600        389    103,634         -              -          -        104,023

Share issued for debt
cancellation in 1998             -       -    2,100,774      2,101    376,049         -              -          -        378,150

Shares issued for service
 in 1998                         -       -      572,000        572    102,073         -              -          -        102,645

Net loss for the year ended
 December 31, 1998               -       -         -           -          -           -         (563,351)       -       (563,351)
                          ---------  ------  ----------  ---------  ----------  ------------  -----------  ----------  ----------
Balance December 31, 1998    84,817     85    3,592,374      5,592  1,451,691         -       (1,873,789)       -       (416,421)

Shares issued for mining
 lease                           -       -   17,739,500     17,740        -           -              -          -         17,740

Net loss for the year ended
December 31, 1999                -       -         -           -          -           -         (261,792)       -       (261,792)
                          ---------  ------  ----------  ---------  ----------  ------------  -----------  ----------  ----------
Balance December 31, 1999    84,817  $  85   21,331,874  $  23,332  $1,451,691  $     -       $(2,135,581) $    -      $(660,473)


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

                                                           24

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                        UTAH CLAY TECHNOLOGY, INC.
                                                      (An exploration stage company)
                                         STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                           FROM INCEPTION (MARCH 1, 1994) TO DECEMBER 31, 2001


                           Preferred Stock      Common Stock                                   Deficit
                          -----------------  -------------------    Additional     Stock      accumulated   Prepaid
                          Number of          Number of               Paid-In    Subscription     from      Consulting
                           Shares    Amount    Shares     Amount     Capital     Receivable    inception      Fees       Total
                          ---------  ------  ----------  ---------  ----------  ------------  -----------  ----------  ----------
<S>                       <C>        <C>     <C>         <C>        <C>         <C>           <C>          <C>         <C>
Balance December 31, 1999    84,817  $   85  21,331,874  $  23,332  $1,451,691  $     -       $(2,135,581) $    -      $ (660,473)

Share issued for cash
 in 2000                        -         -     260,000        260      89,740        -             -           -          90,000

Share issued for debt
cancellation in 2000            -         -     100,000        100      24,900        -             -           -          25,000

Shares issued for service
 in 2000                        -         -   1,070,000      1,070     366,873        -             -           -         367,943

Shares issued for
 Subscription Receivable        -         -     200,000        200     129,800        -             -           -         130,000

Net loss for the year ended
 December 31, 2000              -         -        -            -          -          -          (429,586)      -        (429,586)

Stock Subscription
Receivable                      -         -        -            -          -       (130,000)        -           -        (130,000)

Cash received                   -         -        -            -          -         70,120         -           -          70,120
                          ---------  ------  ----------  ---------  ----------  ------------  -----------  ----------  ----------
Balance December 31, 2000    84,817      85  22,961,874     24,962   2,063,004      (59,880)   (2,565,167)      -        (536,996)

Shares issued for service
 and prepaid expenses           -         -   3,258,379      3,258     429,980        -             -        (49,500)     383,738

Net loss for the year ended
 December 31, 2001              -         -        -            -          -          -          (717,868)      -        (717,868)
                          ---------  ------  ----------  ---------  ----------  ------------  -----------  ----------  ----------
Balance December 31, 2001    84,817  $   85  26,220,253  $  28,220  $2,492,984  $   (59,880)  $(3,283,035) $ (49,500)  $ (871,126)
                          =========  ======  ==========  =========  ==========  ============  ===========  ==========  ==========



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

                                                           25

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                        Utah Clay Technology, Inc.
                                     (An Exploration Stage Company)
                                        STATEMENTS OF CASH FLOWS



                                                                                         Cumulative
                                                                                       from inception
                                                     Year ended December 31,         (March 1, 1994) to
                                                       2001          2000             December 31, 2001
                                                  -------------   ------------     ----------------------
<S>                                               <C>             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Loss                                     $   (717,868)   $  (429,586)       $     (3,283,035)
     Adjustments to reconcile net loss
     to net cash used in operating
     activities:
          Issuance of common stock for services        383,738        392,943               1,071,791
          Increase in receivable                          -              -                       (350)
          Increase / (decrease) in accounts
           payable & accrued expenses                  198,389       (264,737)                440,691
                                                  -------------   ------------     ----------------------
      Total Adjustments                                582,127        128,206               1,512,132

          Net cash used in operating activities       (135,741)      (301,380)             (1,770,903)

CASH FLOWS FROM INVESTING ACTIVITIES
          Decrease in mining leases                     15,432         29,641                  17,740
          Machine design & configuration                  -              -                   (130,484)
                                                  -------------   ------------     ----------------------
          Net cash provided by (used in)
           investing activities                         15,432         29,641                (112,744)

CASH FLOWS FROM FINANCING ACTIVITIES:
          Proceeds from loans from officers/directors    9,750         81,966               1,074,463
          Proceeds from (payments of) notes
           payable & debentures                        195,118         29,013                 373,600
          Issuance of shares                              -           160,120                 520,143
                                                  -------------   ------------     ----------------------
          Net cash provided by financing activities    204,868        271,099               1,968,206

       Net Increase (decrease) in
        cash & cash equivalents                         84,559           (640)                 84,559

CASH & CASH EQUIVALENTS, BEGINNING BALANCE                -               640                    -
                                                  -------------   ------------     ----------------------

CASH & CASH EQUIVALENTS, ENDING BALANCE           $     84,559    $       -          $         84,559
                                                  =============   ============     ======================









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

                                                   26
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                        Utah Clay Technology, Inc.
                                     (An Exploration Stage Company)
                                   STATEMENTS OF CASH FLOWS (CONTINUE)


                                                                                         Cumulative
                                                                                       from inception
                                                     Year ended December 31,         (March 1, 1994) to
                                                       2001          2000             December 31, 2001
                                                  -------------   ------------     ----------------------
<S>                                               <C>             <C>              <C>
SUPPLEMENTAL DISCLOSURE:

Cash paid during the period for:

   Interest                                       $         902   $      3,256     $      11,109
                                                  =============   ============     ======================

   Income tax                                     $         272   $        100      $      1,222
                                                  =============   ============     ======================

Non-cash investing and financing activities:

   Issuance of common stock for
   service & prepaid services                     $     433,238   $    367,943     $   1,121,291
                                                  =============   ============     ======================

   Issuance of preferred stock for debt           $      -        $      -         $     424,085
                                                  =============   ============     ======================

   Issuance of common stock for acquisition
   of mining rights                               $      -        $      -         $      17,740
                                                  =============   ============     ======================

   Issuance of common stock against
   cancellation of debt, advances
   and accrued expenses                           $      -        $     25,000     $     827,235
                                                  =============   ============     ======================

   Subscription receivable                        $      -        $    130,000     $     130,000
                                                  =============   ============     ======================












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

                                                        27
</TABLE>
<PAGE>

                      Utah Clay Technology, Inc.
                   (An Exploration Stage Company)
                Notes to Audited Financial Statements
                     December 31, 2000 and 1999


Note 1- Summary of significant accounting policies

Organization and nature of operations

          Utah Clay Technology, Inc. (the "Company"), a Utah corporation,
was incorporated on March 1, 1994.  The planned operations of the Company are
to engage in mining, processing and marketing of minerals.  For the period from
inception (March 1, 1994) to December 31, 2001, the Company had no revenues.
The Company is classified as an exploration stage company because its principal
activities involve obtaining the capital necessary to execute its strategic
business plan.

Cash and cash equivalents

          The Company considers all liquid investments with a maturity of three
months or less from the date of purchase that are readily convertible into cash
to be cash equivalents.

Use of estimates

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

Equipment and mining properties

          Equipment is recorded at cost.  The Company has adopted the straight-
line method in computing depreciation for financial reporting purposes and
generally uses accelerated methods for income tax purposes.  The annual
provision for depreciation will be computed principally in accordance with the
following ranges of asset lives: laboratory equipment- 3 to 5 years; processing
equipment- 3 to 10 years.  Equipment was acquired and set up in late, 1997.  No
depreciation expense has been recorded in the financial statements, as the
company is yet to use any of its equipment and mining properties.

Reclassifications

          Certain items in the prior year financial statements have been
reclassified for comparative purposes to conform with the presentation in the
current period's presentation. These reclassifications have no effect on the
previously reported income (loss).

Income taxes

          Deferred income tax assets and liabilities are computed annually for
differences between the financial statements and tax basis of assets and
liabilities that will result in taxable or deductible amounts in the future


                                      28
<PAGE>

based on enacted laws and rates applicable to the periods in which the
differences are expected to affect taxable income (loss). Valuation allowance
is established when necessary to reduce deferred tax assets to the amount
expected to be realized.

Basic and diluted net loss per share

          Net loss per share is calculated in accordance with the Statement of
financial accounting standards No. 128 (SFAS No. 128), "Earnings per share".
SFAS No. 128 superseded Accounting Principles Board Opinion No.15 (APB 15). Net
loss per share for all periods presented has been restated to reflect the
adoption of SFAS No. 128. Basic net loss per share is based upon the weighted
average number of common shares outstanding. Diluted net loss per share is
based on the assumption that all dilutive convertible shares and stock options
were converted or exercised. Dilution is computed by applying the treasury
stock method. Under this method, options and warrants are assumed to be
exercised at the beginning of the period (or at the time of issuance, if
later), and as if funds obtained thereby were used to purchase common stock at
the average market price during the period.

Stock-based compensation

          The Company has adopted the disclosure provisions only of SFAS 123
and continues to account for stock based compensation using the intrinsic
value method prescribed in accordance with the provisions of APB No. 25,
Accounting for Stock Issued to Employees, and related interpretations. Common
stock issued to employees for compensation is accounted for based on the market
price of the underlying stock, generally the average low bid price.

The Company accounts for stock-based compensation issued to non-employees and
consultants in accordance with the provisions of SFAS 123 and the Emerging
Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for
Equity Instruments that are Issued to Other than Employees for Acquiring or in
Conjunction with Selling, Goods or Services". Common stock issued to non-
employees in exchange for services is accounted for based on the fair value of
the services received.

Fair value of financial instruments

          Statement of financial accounting standard No. 107, Disclosures about
fair value of financial instruments, requires that the company disclose
estimated fair values of financial instruments. The carrying amounts reported
in the statements of financial position for current assets and current
liabilities qualifying as financial instruments are a reasonable estimate of
fair value.

Comprehensive income

          Statement of financial accounting standards No. 130, Reporting
comprehensive income (SFAS No. 130), establishes standards for reporting and
display of comprehensive income, its components and accumulated balances.
Comprehensive income is defined to include all changes in equity, except those
resulting from investments by owners and distributions to owners. Among other


                                      29
<PAGE>

disclosures, SFAS No. 130 requires that all items that are required to be
recognized under current accounting standards as components of comprehensive
income be reported in a financial statements that is displayed with the same
prominence as other financial statements. The company adopted this standard in
1998 and the implementation of this standard did not have a material impact on
its financial statements.

Reporting segments

          Statement of financial accounting standards No. 131, Disclosures
about segments of am enterprise and related information (SFAS No. 131), which
superceded statement of financial accounting standards No. 14, Financial
reporting for segments of a business enterprise, establishes standards for the
way that public enterprises report information about operating segments in
annual financial statements and requires reporting of selected information
about operating segments in interim financial statements regarding products and
services, geographic areas and major customers. SFAS No. 131 defines operating
segments as components of an enterprise about which separate financial
information is available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in assessing
performances. The company adopted this standard in 1998 and the implementation
of this standard did not have a material impact on its financial statements.

Accounting developments

          In September 2000, the FASB issued Financial Accounting Standards
SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities, and a replacement of FASB Statement No. 125."
This statement is not applicable to the Company.

          On July 20, 2001, the FASB issued SFAS No. 141, "Business
Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets." These
statements make significant changes to the accounting for business
combinations, goodwill, and intangible assets.

          SFAS No. 141 establishes new standards for accounting and reporting
requirements for business combinations and will require that the purchase
method of accounting be used for all business combinations initiated after
June 30, 2001. Use of the pooling-of-interests method will be prohibited. This
statement is effective for business combinations completed after June 30, 2001.

          SFAS No. 142 establishes new standards for goodwill acquired in a
business combination and eliminates amortization of goodwill and instead sets
forth methods to periodically evaluate goodwill for impairment. Intangible
assets with a determinable useful life will continue to be amortized over that
period. This statement became effective January 1, 2002.

                                      30
<PAGE>

          Management is in the process of evaluating the requirements of SFAS
No. 141 and 142, but does not expect these pronouncements will materially
impact the Company's financial position or results of operations.

          In June 2001, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 143,
"Accounting for Asset Retirement Obligations". SFAS 143 addresses financial
accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated asset retirement costs. This
Statement is effective for financial statements issued for fiscal years
beginning after June 15, 2002. The impact of the adoption of SFAS 143 on the
Company's reported operating results, financial position and existing financial
statement disclosure is not expected to be material.

          In August 2001, Statement of Financial Accounting Standards No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"),
was issued. This statement addresses financial accounting and reporting for the
impairment or disposal of long-lived assets and broadens the definition of what
constitutes a discontinued operation and how the results of a discontinued
operation are to be measured and presented.  The provisions of SFAS 144 are
effective for financial statements issued for fiscal years beginning after
December 15, 2001. The impact of the adoption of SFAS 144 on the Company's
reported operating results, financial position and existing financial statement
disclosure is not expected to be material.

          In January 2001, the Financial Accounting Standards Board Emerging
Issues Task Force issued EITF 00-27 effective for convertible debt instruments
issued after November 16, 2000. This pronouncement requires the use of the
intrinsic value method for recognition of the detachable and imbedded equity
features included with indebtedness, and requires amortization of the amount
associated with the convertibility feature over the life of the debt instrument
rather than the period for which the instrument first becomes convertible.
Management is in the process of evaluating the requirements of EITF 00-27, but
does not expect this pronouncement will materially impact the Company's
financial position or results of operations.

Note 2-  Income taxes

          Since the Company has not generated taxable income since inception,
no provision for income taxes has been provided (other than minimum franchise
taxes paid to the State of Utah).  Differences between income tax benefits
computed at the federal statutory rate and reported income taxes for 2001 and
2000 are primarily attributable to the valuation allowance for net operating
losses (NOL) and other permanent differences.

                                      31
<PAGE>

The net deferred tax (benefit) due to NOL carried forward, as of December 31,
2001 and 2000, consisted of the following:

                                                2001                   2000
                                               ------                 ------
Deferred tax asset                        $    616,023           $    502,459
Deferred tax asset valuation allowance        (616,023)              (502,459)
                                          -------------          -------------
      Balance as of December 31           $          -           $          -
                                          =============          =============

          A summary of Net operating losses carried forward and their
expiration date is as follows:

          Year of Expiration            Net Operating Losses
          ------------------            --------------------
                 2009                     $      105 ,573
                 2010                              79,963
                 2011                             112,380
                 2012                             199,733
                 2013                             286,532
                 2014                             261,792
                 2015                             210,174
                 2016                             283,910
                                                  -------
              Total                       $     1,540,057
                                                =========

Note 3-  An exploration stage company

          An exploration stage company is one for which principal operations of
mining have not commenced or principal operations have generated an
insignificant amount of revenue.  Management of an exploration stage company
devotes most of its activities in conducting exploratory mining operations. The
company expenses all exploration costs as incurred. Operating losses have been
incurred through December 31, 2001, and the Company continues to use, rather
than provide, working capital in this operation.  Although management believes
that it is pursuing a course of action that will provide successful future
operations, the outcome of these matters is uncertain.

Note 4-  Mining lease and related expenditures

          Management and other shareholders formed the Company to obtain the
necessary financing to mine, explore, develop, operate and sell kaolin.  The
Company has two mining lease and has options to acquire three other mining
leases held by officers of the Company. The Company expenses all acquisition,
exploration and development costs that relate to specific mineral properties.

The realization of the costs of proven mining properties and related deferred
expenses is dependent upon sales of kaolin on a commercial basis from the
reserves of ore bodies.  For the period from inception (March 1, 1994) to
December 31, 2001 the Company had no revenues.  To commence operations, the
Company's management believes significant additional equity and debt financing
will be required.


                                      32
<PAGE>

Note 5- Accounts payable and accrued expenses

           Accounts payable and accrued expenses as of December 31, 2001,
consist of the following:

    Lease rentals payable                           $     48 ,650
    Consulting fees                                        20,000
    Legal fees                                             24,416
    Machine design & configuration                              -
    Salaries Payable                                      130,000
    Interest payable                                       19,996
    Miscellaneous                                          44,429
                                                     ------------
                                                    $     287,491
                                                     ============

Note 6-Advances payable - Officers & Directors

            Advances payable represents amount payable to officers or directors
of the company in lieu of their services or for advances made to the company.
In 1998, the company issued common stock against a portion of advances
outstanding. The advances payable to officers and directors are unsecured,
interest free and due on demand.

Following is a summary of Advances payable to officers and directors of the
company, as of December 31, 2001 and 2000:

Balance as of December 31, 1999                          $    328,712
Advances from officers and directors during 2000               81,966
                                                         ------------
Balance as of December 31, 2000                               410,678
Advances from officers and directors during 2001                9,750
                                                         ------------
Balance as of December 31, 2001                          $    420,428
                                                         ============

                                      33
<PAGE>

Note 7-Notes payable - related parties and others

         Notes payable as on December 31, 2001 comprised of following:


Note payable-Bank, bearing an interest rate
of 2 % over prime rate (6.75% on 12/31/01) and
due December 25, 2002.                                    $     19,222
Note payable-Bank, bearing an interest rate
of 4 percent over the prime rate (13.5% on 12/31/00)
and due on demand.                                                   -

Notes payable to others, bearing an interest rate
of 10% per annum, unsecured and due on demand                   30,000
                                                         -------------
                   Notes payable - others                       49,222
                                                         -------------

Note payable to an affiliated company, unsecured,
interest free and due on demand.                                18,878
Note payable to an affiliated company, unsecured,
bearing interest rate of 5% and due on demand.
Interest expense was $1,344 for year 2001.                      27,000
Notes payable to individuals related to officers
of the company, bearing an interest rate of 10%
per annum, unsecured and due on demand. Interest
expense was $5,000 for each year.                               49,700
Note payable to an officer of the company,
unsecured, interest free and due on demand                      33,800
                                                         -------------
                   Notes payable - related parties             129,378
                                                         -------------
                   Total Notes payable                    $    178,600
                                                         =============
Note 8- Convertible Debenture

          On November 30, 2001, the Company issued $100,000 worth of 5%,
3-Year Term, Convertible Debentures (the "Debentures") and on December 28,
2001, the Company issued an additional $95,000 worth of the Debentures

The Debentures shall pay five percent (5%) cumulative interest, in cash or in
shares of common stock, par value $.001 per share, of the Company
("Common Stock"), at the Company's option, at the time of each conversion. The
Company shall pay interest on the unpaid principal amount of this Debenture
(the "Debenture") at the time of each conversion until the principal amount
hereof is paid in full or has been converted. If the interest is to be paid in
cash, the Company shall make such payment within five (5) business days of the
date of conversion.   If the interest is to be paid in Common Stock, said
Common Stock shall be delivered to the Holder, or per Holder's instructions,
within five (5) business days of the date of conversion. The Debentures are
subject to automatic conversion at the end of three (3) years from the date of
issuance at which time all Debentures outstanding will be automatically
converted based upon the formula set forth in the agreement.

The principal amount of this Debenture is secured by shares pledged as
collateral pursuant to the terms of a Security Agreement.  This Debenture is a
full recourse loan being made by the Holder and the Company is liable for any
deficiency.

(a) The Holder of this Debenture shall have the right to convert it into shares
of Common Stock at any time and from time to time at the earlier of (i) ninety
(90) calendar days after the Closing Date (November 30, 2001) or after the
effective date of the registration statement.  The number of shares of Common
Stock issuable upon the conversion of this Debenture is determined pursuant to
paragraph (d) below.

                                      34
<PAGE>

(b) Less than all of the principal amount of this Debenture may be converted
into Common Stock if the portion converted is $5,000 or a whole multiple of
$5,000 and the provisions of the debenture agreement that apply to the
conversion of all of the Debenture shall also apply to the conversion of a
portion of it.

(c) In the event all or any portion of this Debenture remains outstanding on
the Maturity Date, the unconverted portion of such Debenture will
automatically be converted into shares of Common Stock on such date.

(d) Should the Holder exercise his right of conversion, the conversion is the
lesser of (i) 120% of the closing bid price (as reported by Bloomberg) on the
Closing Date or (ii) 75% of the average of the three (3) lowest closing bid
prices (as reported by Bloomberg) during the ten (10) trading days immediately
prior to the Conversion Date, each being referred to as the "Conversion
Price".  No fractional shares or scrip representing fractions of shares will
be issued on conversion, but the number of shares issuable shall be rounded up
or down, as the case may be, to the nearest whole share.

(e) The Company shall at all times reserve (or make alternative written
arrangements for reservation or contribution of shares) and have available all
Common Stock necessary to meet conversion of the Debentures by all Holders of
the entire amount of Debentures then outstanding. If, at any time Holder
submits a Notice of Conversion and the Company does not have sufficient
authorized but unissued shares of Common Stock (or alternative shares of Common
Stock as may be contributed by Stockholders) available to effect, in full, a
conversion of the Debentures (a "Conversion Default", the date of such default
being referred to herein as the "Conversion Default Date"), the Company shall
issue to the Holder all of the shares of Common Stock which are available, and
the Notice of Conversion as to any Debentures requested to be converted but not
converted (the "Unconverted Debentures"), may be deemed null and void upon
written notice sent by the Holder to the Company.

(f) If, by the fifth (5th) business day after the Conversion Date of any
portion of the Debentures to be converted (the "Delivery Date"), the transfer
agent fails for any reason to deliver the Common Stock upon conversion by the
Holder and after such Delivery Date, the Holder purchases, in an open market
transaction or otherwise, shares of Common Stock (the "Covering Shares")
solely in order to make delivery in satisfaction of a sale of Common Stock by
the Holder (the "Sold Shares"), which delivery such Holder anticipated to make
using the Common Stock issuable upon conversion (a "Buy-In"), the Company shall
pay to the Holder, in addition to any other amounts due to Holder pursuant to
this Debenture, and not in lieu thereof, the Buy-In Adjustment Amount (as
defined below).  The "Buy In Adjustment Amount" is the amount equal to the
excess, if any, of (x) the Holder's total purchase price (including brokerage
commissions, if any) for the Covering Shares over (y) the net proceeds (after
brokerage commissions, if any) received by the Holder from the sale of the Sold
Shares.  The Company shall pay the Buy-In Adjustment Amount to the Holder in
immediately available funds within five (5) business days of written demand by
the Holder.

(g) The Company shall be entitled to redeem the unconverted portion of the
Debentures by giving the Holder at least ten (10) calendar days written notice.
If the redemption is to occur after the Holder's right of conversion has
vested, the Holder shall be entitled to convert the balance of the Debentures


                                      35
<PAGE>

not being converted at anytime prior to the date of redemption.  The redemption
amount shall be 125% of the principal amount being redeemed, plus an
additional 1% for each 30 day period after the 90th calendar day following the
Closing Date.

In consideration of Dennis S. Engh, Daniel H. Engh and Thomas F. Harrison, all
officers of the Company, ("Pledgors") depositing an aggregate of 12 million
shares of their holdings of Common Stock of UTCL pursuant to a Security
Agreement, which shares are to serve as security for the Company's performance
under this Agreement which provides for the issuance of up to $200,000 in
Three-Year, 5%, Convertible Debentures, the Company granted options to each of
the Pledgors to purchase, at $0.09 a share, that number of shares of Common
Stock of the Company that may be needed to replace any of such Pledgor's 12
million shares that may be sold by the pledgees of the Security Agreement
pursuant to its terms..

Note 9- Shares Capiatl

Common stock:

The Company issued 3,258,379 shares of common stock for services amounting
$383,738 and prepaid for services amounting $49,500, in the year ended
December 31, 2001.

Preferred Stock:

          Effective September 30, 1996, the Company authorized the following
          transactions:

          (a) Authorization of 10,000,000 shares of preferred Stock at par value
of $ 0.001.
          (b) Series A Preferred Stock: The Company issued to the following
officers, directors and shareholders in exchange for the cancellation of the
debt represented by $ 424,085 in advances, 84,817 shares of Series A Preferred
Stock at $ 5.00 a share, which stock is entitled to annual dividends of $0.50
a share payable from the earnings of the Company and cumulative if missed, is
non-voting and is preferred over the company's common Stock in the event of the
liquidation and dissolution of the Company. The Series A Preferred Stock is
neither convertible into common Stock nor redeemable at the option of the
holder but is redeemable at the option of the company. Total shares authorized
to is 100,000 shares.


                           Amount of                     Number of
                                Debt        Price /      Preferred
Name                       Converted        Share           Shares
-------------------     -------------    ----------     -----------
Thomas F. Harrison       $   255,185      $   5.00         51,037
Dennis S. Engh               168,900      $   5.00         33,780
                        -------------                   -----------
Total                    $   424,085                       84,817
                        =============                   ===========


           (c) Series B Preferred Stock. The Series B Convertible Preferred
Stock shall consist of 300 shares (the "Series B Shares").  Upon initial
issuance by the Corporation, the price to be paid by a purchaser ("Purchaser")
for each Series B Share shall be $1,000.

                                      36
<PAGE>

       1.  The Shares shall pay a 6% cumulative dividend, payable in arrears at
           the time of each conversion, in cash or in common stock of the
           Corporation, $0.001 par value ("Common Stock"), at the Corporation's
           option.
       2.  The Shares are subject to automatic conversion at the end of five
           years from the date of issuance at which time all Shares outstanding
           will be automatically converted based upon the formula set forth in
           paragraph 3.
       3.  The Purchaser shall have the right to convert the Shares, plus
           accrued but unpaid dividends of six percent (6%) per annum, into
           Common Stock of the Corporation at the lesser of (a) 80% of the
           lowest closing bid price, as reported by Bloomberg, LP, for the
           Corporation's Common Stock during the five trading days immediately
           preceding the Conversion Date or (b) 120 percent of the closing bid
           price, as reported by Bloomberg, LP, for the Corporation's Common
           Stock on the Closing Date. No fractional shares or scrip
           representing fractions of shares will be issued on conversion, but
           the number of shares issuable shall be rounded up or down, as the
           case may be, to the nearest whole share.
       4.  Mandatory Conversion. The Series B Shares are subject to mandatory
           conversion five years after issuance, at which time all Series B
           Shares outstanding will be automatically converted, upon the terms
           set forth in paragraph 3 above ("Mandatory Conversion Date").
       5.  The Corporation reserves the right, at its sole option, to call a
           mandatory redemption of any percentage of the balance on the Series
           B Shares during the five-year period following the Closing Date. In
           the event the Corporation exercises such right of redemption, it
           shall pay each Purchaser, in U.S. currency, 125 percent of the face
           amount of the Series B Shares to be redeemed, plus accrued but
           unpaid dividends and liquidated damages, if any.

As on December 31, 2001, the Company has no Series B preferred stock issued or
outstanding.

Note 10-  Stock Option

          During the year ended December 31, 2000 the company has adopted a
stock option plan, under which options granted may be "employee incentive stock
options" as defined under Section 422 of the Internal revenue code or non-
qualified stock options, as determined by the option committee of the board of
directors at the time of grant of an option.  The plan enables the option
committee of the board of directors to grant up to 500,000 stock options to
employees and consultants from time to time.  The option committee has granted
no options. The date of grant of an Option shall, for all purposes, be the date
on which the Option Committee makes the determination granting such Option, or
such other date as is determined by the Option Committee. The Company has not
granted any option under the plan, through December 31, 2001.

Note 11- Acquisition of mining lease & commitment

         The company entered into a mining lease agreement of Kaolin mineral
from an affiliated company for $17,740 on December 27, 1999. The Company
issued 17,739,500 shares of common stock @$0.001 per share in lieu of
consideration of mining lease. During the year 2000, the Company entered into


                                      37
<PAGE>

two separate lease addendum agreements for mining leases on five properties
that extended their leases to the years 2004 and 2005. The company also is
required to pay to the Bureau of land management, US Department of interior,
an amount of $24,100 per year pursuant to their mining lease and option
agreement.

No te 12-Going Concern

         The company's financial statements have been presented on the basis
that it is a going concern, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business. The company
incurred a net loss of $3,283,035 for the period from inception (March 1,
1994) to December 31, 2001. The company's total liabilities exceeded its
total assets by $871,126 as of December 31, 2001. These factors create an
uncertainty as to the company's ability to continue as a going concern. The
financial statements do not include any adjustments that might be necessary
should the company be unable to continue as a going concern.

         The company plans to finance the continued operations for the next
year through private funding and funding from officers of the company.

Note 13- Subsequent events

    Issuance of shares

         Subsequent to year ended December 31, 2001, the company issued
3,021,548 shares valued for $213,138 in consideration for services received
in 2002.





















                                      38

<PAGE>

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

     The principal independent accountant of the company or any significant
subsidiary has not resigned, declined to stand for re-election, or been
dismissed by the company during the periods for which financial statements are
included herein.

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

     A list of the current officers, directors and significant consultants
appears below.  The directors of the company are elected annually by the
shareholders.  The officers serve at the pleasure of the board of directors.
The directors do not receive fees or other remuneration for their services.

<TABLE>
<CAPTION>
                                                             Position Held    Term of
           Person                            Office               Since        Office
----------------------------   --------------------------------   -----        ------
<S>                            <C>                                <C>           <C>
Dennis S. Engh, 60             President and Director             1994          2002

Thomas F. Harrison, 49         Vice President and Director        1994          2002

Daniel H. Engh, 49             Vice President and Director        1994          2002

Darin D. Engh, 29              Secretary, Treasurer and Director  1994          2002

Robert F. Conley, Ph.D., 65    Consultant                         1994          2002

</TABLE>

     Daniel H. Engh, listed in the above table, is the brother of Dennis S.
Engh.  Darin D. Engh is the son of Dennis S. Engh and the nephew of Daniel H.
Engh.

     Dennis S. Engh.  Mr. Engh studied botanical science and business at the
University of Utah.  After college he became the manager for Engh Floral
Corporation, a family-owned business, advancing to president over a ten-year
period.  In 1981 he became president of Dienco Oil Development, Inc., an oil
well development company later purchased by a company in Texas.  In 1986 he
became president of The Clothes Link, a seven-store women's clothing store
system in Utah.  From 1985 to 1990 he also supervised all land acquisition for
industrial minerals for Pioneer Minerals, Inc., a Utah corporation.  He then
became president of that company.  During that same period he also organized
and operated a landscape and grounds maintenance business which performed
contract work in Utah, Idaho and Nevada. He organized Utah Clay Technology in
1994 and has served as its president since its organization.

     Thomas F. Harrison.  Mr. Harrison received a bachelor of science degree
in biology in 1972 and a master's of business administration degree from the
University of Utah in 1988.  He was a microfilming supervisor for Mineral
Records, Inc. from 1976 to 1979.  He served as the executive vice president
and the director of program development for CompHealth, Inc. from 1980 to
1992.  In this capacity he supervised the operations of 200 persons in three
offices.  There were approximately 300 physicians working for the company at
any one time.  Since 1995 Mr. Harrison has been president of Buffalo Energy
Corp., which develops energy projects for Indian Nations.

                                      39

<PAGE>

     Daniel H. Engh.  Mr. Engh received a bachelor of science degree in
accounting from the University of Utah in 1973.  Upon graduation he joined
the Engh Floral Corporation where he managed the accounts, payroll,
receivables and handled tax matters.  He trained personnel in numerous phases
of accounting and supervised a staff of 130 persons in this $3 million-a-year
business.  In 1984 he became controller and buyer for Della's Flower & Gifts,
Inc.  He than joined the staff of The Clothes Link where he was responsible
for lease negotiations, personnel and overseeing various store operations.
In 1988 he became the secretary and treasurer for Pioneer Minerals, Inc. and
was in charge of all accounting costs, controls, lease procurement and title
operations.  Since the formation of that organization Mr. Engh has been active
in the field work, exploration and assessment of industrial minerals in the
State of Utah.  Mr. Engh has served since 1985 as a tax audit manager for the
Utah Tax Commission.

     Darin D. Engh.  Darin D. Engh is President of Engh Flowers, Inc., a
retail and wholesale garden center and nursery stock outlet which was
organized in 1990, expanded to four locations along the Wasach Front of Utah,
has 40 employees, and has gross annual sales today of approximately $1
million.  Mr. Engh has received a bachelor of science in political geography
at the University of Utah.

Significant Consultants and Other Personnel.

     Robert F. Conley, Ph.D..  Dr. Conley acts as a consultant to the
company.  He received a bachelor of science degree in chemistry, a masters of
science degree in electro-chemistry and a doctor of philosophy degree in
inorganic chemistry and mineralogy, all from Indiana University.  He was
employed for four years at the Indiana Geological Survey in evaluating
industrial minerals and development technologies.  Then, he joined the Georgia
Kaolin Company and was in charge of research into high technology processes,
electrochemical studies, and research into a variety of new products.  At the
request of the Engineering Conference, he developed a series of lectures on
the mechanics and chemistry of delamination grinding.  He continues to give
annual seminars in the U.S. and in Europe on this topic.

     In 1974 Dr. Conley formed Mineral and Resource Technology with three
other scientists to perform contract research on minerals and to develop new
products, especially pigments.  He is the author of approximately 30 patents
on mineral and specialty material systems, their process of generation and
separation.  He is the coauthor of two books on industrial fine grinding and
chemical treatment of mineral systems for Polymer Corporation.

     In 1977 Dr. Conley developed the electric process for producing ultra
high purity solder now used by most electronic circuit board manufacturers in
the U.S.  From 1978 through 1981 Dr. Conley worked under contract by the
Federal Power Commission in Mexico to design a system and to work with the
mineral reserves in Mexico to produce alumina and aluminum metal from low-
grade Mexican ores.  Dr. Conley is active in the general area of high
technology and has been an annual guest lecturer for 15 years for the
chemistry department at Kent State University on mineral pigment development,
dispersion techniques and other aspects of pigment processing for the paint,
plastics and polymer industries.

     No executive officer, director, person nominated to become a director,
promoter or control person of our company has been involved in legal
proceedings during the last five years such as

o       bankruptcy,

                                      40

<PAGE>

o       criminal proceedings (excluding traffic violations and other minor
        offenses), or

o       proceedings permanently or temporarily enjoining, barring, suspending
        or otherwise limiting his involvement in any type of business,
        securities or banking activities.

o       Nor has any such person been found by a court of competent
        jurisdiction in a civil action, or the Securities and Exchange
        Commission or the Commodity Futures Trading Commission to have
        violated a federal or state securities or commodities law.

ITEM 10.      EXECUTIVE COMPENSATION

     No executive officer of the company has received total compensation in
any of the last three years that exceeds $100,000.  The table below sets forth
all compensation awarded to, earned by, or paid to Dennis S. Engh, the
president of the company during 1999, 2000 and 2001:

<TABLE>
<CAPTION>
                                                                    Long Term Compensation
                                                                  --------------------------
                                                  Awards
                                        -------------------------
          Annual Compensation
-------------------------------------                  Securities             Payouts
                                                       Underlying   ------------------------
                        Other Annual    Restricted     Options/     LTIP      All Other
Year   Salary   Bonus   Compensation    Stock Awards   SARS         Payouts   Compensation
----   -------  -----   ------------    ------------   ----------   -------   ------------
<S>    <C>      <C>     <C>             <C>            <C>          <C>       <C>
2001   $72,000    0           0               0             0          0           0
2000   $72,000    0           0               0             0          0           0
1999   $72,000    0           0               0             0          0           0

</TABLE>

Stock Options.  We have adopted a 2000 Stock Option Plan, the major provisions
of which Plan are as follows:

     Options granted under the plan may be "employee incentive stock options"
as defined under Section 422 of the Internal Revenue Code or non-qualified
stock options, as determined by the option committee of the board of directors
at the time of grant of an option.  The plan enables the option committee of
the board of directors to grant up to 500,000 stock options to employees and
consultants from time to time.  The option committee has granted no options.

Directors.  There are no arrangements pursuant to which directors of the
company are compensated for their services as a director.

Employment Contracts.  The company has no employment contracts with any person
or any compensatory plan or arrangement with any person that would result from
the resignation, retirement or any other termination of a person's employment
with the company or its subsidiaries or from a change in control of the
company or a change in a person's responsibilities following a change in
control of the company.

                                      41

<PAGE>

ITEM 11.        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                MANAGEMENT

     The table below sets forth as of December 31, 2001 the beneficial
ownership of securities of the company by the officers and directors,
individually, and as a group, and each person who is known to the company
to be the beneficial owner of more than five percent of any class of the
company's voting securities:

                                                        Shares of
                           Shares of                    Series A
                         Common Stock     Percent    Preferred Stock    Percent
                        --------------    -------    ---------------    -------

Dennis S. Engh             5,363,923       17.2          27,180          32.0

Thomas F. Harrison         4,815,538       15.4          51,037          60.2

Daniel H. Engh             4,736,307       15.1             -              -

Darin D. Engh                970,000        3.1             -              -

Officers and Directors
as a group (4 persons)    15,885,768       50.8          84,817          92.2

     There are no arrangements which may result in a change in control of the
company.

ITEM 12.        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On December 27, 1999 we issued 17,739,500 shares of our common stock as
the purchase price for an assignment of the Oro Blanco mining lease.  The
shares were valued at $0.001 a share for a total purchase price of $17,739.50.
At the time of the purchase, our common stock had not traded in the over-the-
counter market for several weeks, and the stockholders' capital in Utah Clay
was impaired.  The seller of the Oro Blanco lease was Utah Kaolin Corporation,
an affiliate of Utah Clay by reason of common directors of the two companies
and by reason of common control of the two companies through majority
ownership of the voting stock of each company by the directors of the two
companies.

     Utah Kaolin Corporation subsequently distributed the 17,739,500 shares to
its shareholders.  One of those shareholders, Thomas J. Kenan, who is legal
counsel to Utah Clay and to Utah Kaolin, transferred 650,194 shares to a trust
under the control of his spouse, Marilyn C. Kenan, who also is the primary
beneficiary of the trust.  He donated remaining 10,000 shares to his legal
assistant, Sherie S. Adams. The complete distribution of the 17,739,500 shares
of Utah Clay stock by Utah Kaolin was as follows:






                                      42
<PAGE>
                                                                 No. of
                                                                 Shares
         Person           Relationship to the Company            Issued
-----------------------   ------------------------------------   ---------

Dennis S. Engh            President and Director                 3,979,297

Daniel H. Engh            Vice President and Director            3,979,297

Thomas F. Harrison        Vice President and Director            3,869,666

Carmen J. (Tony) Lotito   Director of Marketing and Director     1,984,833

Marilyn C. Kenan,         Spouse of Thomas J. Kenan,               650,194
Trustee of the Marilyn    securities law counsel to the
C. Kenan Trust            company

Dorcas Ardella Engh       Mother of Dennis S. Engh and             850,000
                          Daniel H. Engh

Sherie S. Adams           Legal Assistant to Thomas J.              10,000
                          Kenan, securities law counsel to
                          the company

Robert N. Nelson and      Brother-in-law and sister of           1,300,000
Jeanette E. Nelson,       Dennis S. Engh and Daniel H.
TTEE FBO Nelson Family    Engh, and uncle and aunt to Darin
Revocable Trust UAD       Engh
2-28-91

Raymond and Olga Nelson   Son and daughter-in-law of Robert        200,000
                          N. Nelson and Jeanette E. Nelson

Jack Nelson               Son of Robert N. and Jeanette E.         100,000
                          Nelson

Kendrick O. Morrison      None (non-affiliated shareholder)        816,213

     On February 27, 2001, we issued 1,687,606 shares of our common stock at
$0.10 a share to the following officers, directors and members of the
immediate family of officers and directors:


                                                    No. of Shares     Value of
Person               Relationship to the Company        Issued     Consideration
-----------------    ---------------------------    -------------  -------------

Ryan Engh            Son of Daniel H. Engh             10,000        $   1,000

Thomas F. Harrison   Vice President, Chief            465,000           46,500
                     Financial Officer and
                     Director

Dennis S. Engh       President and Director         1,162,606          116,260
                                                    ---------          -------

                                                    1,637,606        $ 163,760

                                      43
<PAGE>

     The nature of the consideration given for the issuance of the shares was
executive services provided to the corporation by Mr. Harrison and Mr. Engh
and non-executive services performed by Ryan Engh.

     On August 9, 2001, we issued 167,000 shares of our common stock at $0.09
a share to Dorcas Engh, the mother of Dennis Engh and Daniel Engh,
respectively the president and vice president of our company and directors of
our company.  The nature of the consideration given for the issuance of the
shares was cancellation of debt owed by the company to Mrs. Engh.

ITEM 13.        EXHIBITS AND REPORTS ON FORM 8-K

(a)     Exhibits

        The following exhibits are filed, by incorporation by reference, as
part of this Form 10-KSB:

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

3(i)    -       Articles of Incorporation of Utah Clay Technology, Inc. and
                amendments thereto.*

3(i).1  -       Amended Articles of Incorporation of Utah Clay Technology,
                Inc.***

3(ii)   -       Bylaws of Utah Clay Technology, Inc.*

10      -       2000 Stock Option Plan.*

10.1    -       White Mountain mining lease, consisting of Amendment Agreement
                of November 9, 1992; Mining Lease dated March 1, 1994;
                Addendum to Mining Lease dated March 15, 2000; and Addendum to
                Mining Lease dated March 27, 2000.*

10.2    -       Oro Blanco mining lease, consisting of Mining Lease dated
                December 31, 1999.*

10.3    -       Kimberly claims: Mining Lease Agreement (Fullmer-Engh), dated
                June 19, 1993; Addendum to Fullmer-Engh Mining Lease, dated
                March 15, 2000; Option (Engh-Kaolin of the West)to Enter Into
                Mining Lease, dated September 30, 1996; Option (Kaolin of the
                West-Utah Clay) to Enter Into Mining Lease, dated September
                30, 1996, to which is attached an unexecuted Mining Lease;
                Addendum to Engh-Kaolin of the West Option to Enter Into
                Mining Lease, dated March 27, 2000; and Addendum to Kaolin of
                the West-Utah Clay Option to Enter Into Mining Lease dated
                March 27, 2000.*

10.4    -       Koosharem claims: Mining Lease Agreement (Fullmer-Engh), dated
                June 19, 1993; Addendum to Fullmer-Engh Mining Lease, dated
                March 15, 2000; Option (Engh-Kaolin of the West)to Enter Into
                Mining Lease, dated September 30, 1996; Option (Kaolin of the
                West-Utah Clay) to Enter Into Mining Lease, dated September 30,
                1996, to which is attached an unexecuted Mining Lease; Addendum
                to Engh-Kaolin of the West Option to Enter Into Mining Lease,
                dated March 27, 2000; and Addendum to Kaolin of the West-Utah
                Clay Option to Enter Into Mining Lease dated March 27, 2000.*

                                      44
<PAGE>

10.5    -       Topaz claims: Mining Lease Agreement (Fullmer-Engh), dated June
                19, 1993; Addendum to Fullmer-Engh Mining Lease, dated March
                15, 2000; Option (Engh-Kaolin of the West)to Enter Into Mining
                Lease, dated September 30, 1996; Option (Kaolin of the West-
                Utah Clay) to Enter Into Mining Lease, dated September 30,
                1996, to which is attached an unexecuted Mining Lease; Addendum
                to Engh-Kaolin of the West Option to Enter Into Mining Lease,
                dated March 27, 2000; and Addendum to Kaolin of the West-Utah
                Clay Option to Enter Into Mining Lease dated March 27, 2000.*

10.6    -       Agreement between Utah Clay Technology, Inc. and ISG
                Resources, Inc. dated November 30, 1999 and extensions dated
                February 10, 2000 and June 15, 2000.**

10.7    -       Agreements between Utah Clay Technology, Inc. and Precision
                System Engineering dated June 14, 1999 and November 16, 1999.**

10.8    -       Small Miner's Permit for White Mountain lease issued by Bureau
                of Land Management and Utah State Division of Oil, Gas and
                Mining.**

10.9      -     Subscription Agreement of November 30, 2001 between Utah Clay
                Technology, Inc. and the Purchasers of $200,000 of Convertible
                Debentures of Utah Clay Technology, Inc.****

10.10     -     Form of Debenture of the convertible debentures described in
                Exhibit 10.9.****

10.11     -     Security Agreement (Stock Pledge) of November 30, 2001 between
                Dennis S. Engh, Daniel Engh, Thomas Harrison (as Pledgors) and
                the Purchasers of the convertible debentures described in
                Exhibit 10.9.

10.12     -     Registration Rights Agreement of November 30, 2001 between Utah
                Clay Technology, Inc. and the Purchasers of the convertible
                debentures described in Exhibit 10.9.****

10.13     -     Investment Agreement (Equity Line Financing) of November 30,
                2001 between Utah Clay Technology, Inc. and the Investors bound
                by the equity line financing.****

10.14     -     Registration Rights Agreement of November 30, 2001 between Utah
                Clay Technology, Inc. and the Investors described in Exhibit
                10.13.****

10.15     -     Escrow Agreement of November 30, 2001 among First Union
                National Bank of New York, New York; Utah Clay Technology,
                Inc.; and May Davis Group, Inc.****

*Previously filed with Amendment No. 1 to Form SB-2 Commission file number
 333-34308; incorporated herein.

                                      45
<PAGE>

**Previously filed with Amendment No. 2 to Form SB-2 Commission file number
  333-34308; incorporated herein.

***Previously filed with Form 10-QSB Current Report for the Period Ended
   September 30, 2001 Commission file number 333-34308; incorporated herein.

****Previously filed with Form SB-2, Commission file number 333-76110;
    incorporated herin.

(b)     Reports on Form 8-K

        None








































                                      46
<PAGE>

SIGNATURES

        In accordance with Section 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

Date:  March 5, 2002                     UTAH CLAY TECHNOLOGY, INC.



                                      By /s/Dennis S. Engh
                                         -------------------------
                                         Dennis S. Engh, President, and
                                         individually as a Director

        In accordance with the Exchange Act, this report has been signed by
the following persons on behalf of the registrant and in the capacities and
on the dates indicated.




Date:  March 5, 2002                      /s/ Darin D. Engh
                                          ------------------------
                                          Darin D. Engh, Treasurer,
                                          Secretary and Director



Date:  March 5, 2002                      /s/ Thomas F. Harrison
                                          ------------------------
                                          Thomas F. Harrison, Vice President,
                                          Chief Financial Officer, Principal
                                          Accounting Officer and Director



Date:  March 5, 2002                      /s/ Daniel H. Engh
                                          ------------------------
                                          Daniel H. Engh, Vice President and
                                          Director

                                      47

<PAGE>