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

                       AMENDMENT NO. 1 TO 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, 2002

                                    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:

                         Title of each class: None.

     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:  $139,636 computed by reference
to the $0.008 average of the bid and asked price of the company's Common Stock
on April 14, 2003.

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of April 3, 2003: 33,340,250 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]




















                                       ii

<PAGE>

                                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

                                       iii
<PAGE>

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



























                                       iv
<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.


                                       1

<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.

                                      2
<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,

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

                                      5
<PAGE>

     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.































                                      6
<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.

















                                       7

<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.



















                                      8
<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.























                                      9
<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 fluorite in the Oro Blanco region of the Wah Wah
Mountains in the late 1960s and early 1970s.  Earth Sciences drilled 241 core

                                      10
<PAGE>

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.

     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

                                      11
<PAGE>

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.

                                      12
<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
2001 and 2002 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:

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

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

2002:
1st Qtr                0.0600                   0.0160
2nd Qtr                0.0300                   0.0110
3rd Qtr                0.0300                   0.0110
4th Qtr                0.0150                   0.0050
     ____________________

     *     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.

     Holders.  There are approximately 141 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.

                                      13
<PAGE>

     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>

03-20-00 to
04-03-00(1):

04-03-00              80,000(2)       McKay, Burton & Thurman               -                48,305

04-03-00              10,000(3)       James Groscost                        -                 6,038

03-20-00              10,000(4)       Roger Huber                           -                 3,200

03-20-00              10,000(5)       J. W. Patterson                       -                 3,200

03-20-00             500,000(6)       E. G. Marchi                          -               160,000

03-20-00              60,000(7)       Robert J. Conley                      -                19,200

03-20-00             400,000(8)       Precision Systems
                                      Engineering, Inc.                     -               128,000

03-20-00             100,000(9)       Ron Ostler                            -                25,000

03-20-00            460,000(10)       Investors Advocate                    -               220,000

02-27-01             10,000(11)       Ryan Engh                             -                 1,000

02-27-01            443,773(11)       Thomas J. Kenan                       -                44,380

02-27-01            465,000(11)       Thomas F. Harrison                    -                46,500

02-27-01          1,162,606(11)       Dennis S. Engh                        -               116,260

04-10-01            530,000(12)       Securities Capital
                                      Corporation                           -                53,000

08-09-01            165,000(11)       Thomas J. Kenan                       -                14,850

08-09-01            165,000(13)       Marilyn C. Kenan Trust                -                14,850

08-09-01            100,000(14)       Kenneth Morrison                      -                 9,000

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

01-18-02            321,420(16)       Dutchess Private Equities
                                      Fund, L.P.                            -                22,500

1-18-02           1,285,700(16)       May Davis Group, Inc.                 -                90,000

01-18-02            964,428(16)       Dutchess Advisors, Ltd.               -                67,500

01-18-02            450,000(17)       Joseph B. LaRocco                     -                31,500

08-15-02             69,565(18)       Ralph Glasgal                         -                 1,000

08-15-02             69,565(18)       John S. McNeil                        -                 1,000

12-06-02            121,212(18)       Ralph Glasgal                         -                 1,000

</TABLE>
________________________

                                      14
<PAGE>

(1)     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.

(2)     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.

(3)     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.

(4)     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.

(5)     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.

                                      15
<PAGE>

(6)     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.

(7)     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.

(8)     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.

(9)     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.

(10)     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.

                                      16
<PAGE>

(11)     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.

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

(13)     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.

(14)     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.

(15)     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.

(16)     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.

(17)     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.

(18)     These shares were issued with regard to the holder's exercise of
         conversion rights contained in convertible debentures issued in 2001.

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
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

                                      17
<PAGE>

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 with a New York investment banking firm. Due to the depressed price
of our common stock, it has not been prudent for us to require purchases of our
stock under the terms of the Equity Line of Credit.

     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, 2002  ........................................  21

Statement of Operations Years Ended
December 31, 2002 and 2001  .............................................  22

Statements of Changes in Stockholders' Deficit
From Inception (March 1, 1994) to December 31, 2002
and Cumulative From Inception (March 1, 1994)
to December 31, 2002  ...................................................  23

Statements of Cash Flows Periods Ended December 31,
2002 and 2001, and Cumulative From Inception
(March 1, 1994) to December 31, 2002  ...................................  27

Notes to Financial Statements  ..........................................  29




























                                      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, 2002 and the related
statements of operations, stockholders' deficit and cash flows for the year
ended December 31, 2002 and 2001, and for the period from inception on March
1, 1994 to December 31, 2002. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Utah Clay Technology, Inc. as
of December 31, 2002 and the results of its operations and its cash flows for
the years ended December 31, 2002 and 2001 and the period from inception
(March 1, 1994) to December 31, 2002 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 $4,056,060 and excess of
total liabilities over total assets of $1,480,458 on December 31, 2002. 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
April 8, 2003

                                       20
<PAGE>

                          UTAH CLAY TECHNOLOGY, INC.
                       (An Exploration Stage Company)
                               BALANCE SHEET
                             December 31, 2002


                                  ASSETS
CURRENT ASSETS:
     Cash & Cash Equivalents                                     $        81
                                                                 ===========


                  LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Accounts payable                                            $   117,278
     Accrued expenses                                                467,820
     Advances payable-officers and directors                         422,178
     Notes payable-related parties                                    44,867
     Notes payable                                                   236,396
                                                                 -----------
          Total current liabilities                                1,288,539

CONVERTIBLE DEBENTURE                                                192,000
                                                                 -----------
          Total liabilities                                        1,480,539


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; 31,502,143 shares issued and outstanding        31,502
      Additional paid-in capital                                   2,603,895
      Stock subscription receivable                                  (59,880)
      Deficit accumulated from inception                          (4,056,060)
                                                                ------------
          Total stockholders' deficit                             (1,480,458)

                                                                ------------
                                                                $         81
                                                                ============


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
                                   2002          2001        December 31, 2002
                              -----------    ----------    --------------------

Revenues                     $         -    $         -       $           -

Expenses:

Mineral lease rentals             77,868         73,009             601,566
Impairment of assets             130,484              -             130,484
General and Administrative       564,573        644,587           3,322,846
                              -----------    ----------    --------------------
Loss before income taxes        (772,925)      (717,596)         (4,054,896)

Income taxes                         100            272               1,164
                              -----------    ----------    --------------------
Net Loss                     $  (773,025)   $  (717,868)      $  (4,056,060)
                              ===========    ==========    ====================
Basic and diluted loss
 per common share            $    (0.025)   $    (0.026)
                              ===========    ==========
Basic and diluted weighted
 average number of common
 shares outstanding*          31,162,689     27,466,769
                              ===========    ==========

*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, 2002


                           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, 2002


                           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, 2002


                           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 CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                           FROM INCEPTION (MARCH 1, 1994) TO DECEMBER 31, 2002


                           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, 2001    84,817  $   85  26,220,253  $  28,220  $2,492,984  $   (59,880)  $(3,283,035) $ (49,500)  $ (871,126)

Share issued for service          -       -   3,021,548      3,022     108,171        -             -           -         111,193

Share issued for
conversion of debenture           -       -     260,342        260       2,740        -             -           -           3,000

Amortization of consulting
fees                              -       -           -          -           -        -             -         49,500       49,500

Net loss for the year ended
 December 31, 2002                -       -           -          -           -        -          (773,025)      -        (773,025)
                          ---------  ------  ----------  ---------  ----------  ------------  -----------  ----------  ----------
Balance December 31, 2002  $ 84,817  $   85 $29,502,143  $  31,502  $2,603,895      (59,880)  $(4,056,060) $    -     $(1,480,458)
                          =========  ======  ==========  =========  ==========  ============  ===========  ==========  ==========
















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



                                                                                         Cumulative
                                                                                       from inception
                                                     Year ended December 31,         (March 1, 1994) to
                                                       2002          2001             December 31, 2002
                                                  -------------   ------------     ----------------------
<S>                                               <C>             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Loss                                     $   (773,025)   $  (717,868)       $     (4,056,060)
     Adjustments to reconcile net loss
     to net cash provided by operating
     activities:
          Issuance of common stock for services        111,193        433,238               1,232,484
          Amortization of shares issued for
          prepaid expense                               49,500        (49,500)                      0
          Impairment of assets                         130,484           -                    130,484
          Decrease in receivable                           350           -                       -
          Increase in accounts payable
          & accrued expenses                           297,607        198,389                 738,298
                                                  -------------   ------------     ----------------------
          Total Adjustments                            589,134        582,127               2,101,266
                                                  -------------   ------------     ----------------------
     Net cash used in operating activities            (183,891)      (135,741)             (1,954,794)
                                                  -------------   ------------     ----------------------

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

CASH FLOWS FROM FINANCING ACTIVITIES:
          Proceeds from loans from
          officers/directors                            12,817          9,750               1,087,280
          Proceeds from notes payable
          & debentures                                  86,596        195,118                 460,196
          Issuance of shares                              -              -                    520,143
                                                  -------------   ------------     ----------------------
      Net cash provided by financing activities         99,413        204,868               2,067,619
                                                  -------------   ------------     ----------------------
      Net Increase (decrease) in
      cash & cash equivalents                          (84,478)        84,559                      81

CASH & CASH EQUIVALENTS, BEGINNING BALANCE              84,559           -                       -
                                                  -------------   ------------     ----------------------

CASH & CASH EQUIVALENTS, ENDING BALANCE           $         81    $    84,559          $           81
                                                  =============   ============     ======================









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

                                                   27
</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
                                                       2002          2001             December 31, 2002
                                                  -------------   ------------     ----------------------
<S>                                               <C>             <C>              <C>
SUPPLEMENTAL DISCLOSURE:

Cash paid during the period for:

   Interest                                       $       2,241   $        902     $      13,350
                                                  =============   ============     ======================

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

Non-cash investing and financing activities:

   Issuance of common stock for
   service & prepaid services                     $     111,193   $    433,238     $   1,332,484
                                                  =============   ============     ======================

   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                           $       3,000   $       -        $     830,235
                                                  =============   ============     ======================

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












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

                                                        28
</TABLE>
<PAGE>

                      Utah Clay Technology, Inc.
                   (An Exploration Stage Company)
                Notes to Audited Financial Statements

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.  Equipment was acquired and
set up in late, 1997. No depreciation expense has been recorded for these
assets as the company did not use any of its equipment and mining properties.
The Company evaluated the value of these assets and wrote off entire $130,484
as impairment of assets during the year ended December 31, 2002.

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
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.

                                      29
<PAGE>

                      Utah Clay Technology, Inc.
                   (An Exploration Stage Company)
                Notes to Audited Financial Statements

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
disclosures, SFAS No. 130 requires that all items that are required to be

                                      30
<PAGE>

                      Utah Clay Technology, Inc.
                   (An Exploration Stage Company)
                Notes to Audited Financial Statements

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 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.

SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets,"
was issued in August 2001. SFAS No. 144 is effective for fiscal years beginning
after December 15, 2001, and addresses financial accounting and reporting for
the impairment or disposal of long-lived assets. This statement supersedes SFAS
No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of," and the accounting and reporting provisions of APB
Opinion No. 30, "Reporting the Results of Operations - Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions," for the disposal of a segment
of a business.

The adoption of above pronouncements, did not materially impact the Company's
financial position or results of operations.

In May 2002, the Board issued SFAS No. 145, Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections
("SFAS 145"). SFAS 145 rescinds the automatic treatment of gains or losses from
extinguishments of debt as extraordinary unless they meet the criteria for
extraordinary items as outlined in APB Opinion No. 30, Reporting the Results of
Operations, Reporting the Effects of Disposal of a Segment of a Business, and

                                      31
<PAGE>

                      Utah Clay Technology, Inc.
                   (An Exploration Stage Company)
                Notes to Audited Financial Statements

Extraordinary, Unusual and Infrequently Occurring Events and Transactions. SFAS
145 also requires sale-leaseback accounting for certain lease modifications
that have economic effects that are similar to sale-leaseback transactions and
makes various technical corrections to existing pronouncements. The provisions
of SFAS 145 related to the rescission of FASB Statement 4 are effective for
fiscal years beginning after May 15, 2002, with early adoption encouraged. All
other provisions of SFAS 145 are effective for transactions occurring after May
15, 2002, with early adoption encouraged. The Company does not anticipate that
adoption of SFAS 145 will have a material effect on our earnings or financial
position.

In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated
with exit or Disposal Activities." This Statement addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit
an Activity (including Certain Costs Incurred in a Restructuring)." This
Statement requires that a liability for a cost associated with an exit or
disposal activity be recognized when the liability is incurred. Under Issue
94-3 a liability for an exit cost as defined, was recognized at the date of an
entity's commitment to an exit plan. This statement will not have a material
impact on the Company's financial statements.

In October 2002, the FASB issued SFAS No. 147, "Acquisitions of Certain
Financial Institutions." SFAS No. 147 removes the requirement in SFAS No. 72
and Interpretation 9 thereto, to recognize and amortize any excess of the fair
value of liabilities assumed over the fair value of tangible and identifiable
intangible assets acquired as an unidentifiable intangible asset. This
statement requires that those transactions be accounted for in accordance with
SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other
Intangible Assets."  In addition, this statement amends SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets," to include
certain financial institution-related intangible assets.  The Company does not
expect adoption of SFAS No. 147 would have a material impact, if any, on its
financial position, results of operations or cash flows.

In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" (FIN 45). FIN 45 requires that upon
issuance of a guarantee, a guarantor must recognize a liability for the fair
value of an obligation assumed under a guarantee. FIN 45 also requires
additional disclosures by a guarantor in its interim and annual financial
statements about the obligations associated with guarantees issued. The
recognition provisions of FIN 45 are effective for any guarantees issued or
modified after December 31, 2002. The disclosure requirements are effective for
financial statements of interim or annual periods ending after December 15,
2002. The adoption of FIN45 is not expected to have a material effect on the
Company's financial position, results of operations, or cash flows.

In December 2002, the FASB issued SFAS No. 148 "Accounting for Stock Based
Compensation-Transition and Disclosure".  SFAS No. 148 amends SFAS No. 123,
"Accounting for Stock Based Compensation", to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation.  In addition, this Statement amends the

                                      32
<PAGE>

                      Utah Clay Technology, Inc.
                   (An Exploration Stage Company)
                Notes to Audited Financial Statements

disclosure requirements of Statement 123 to require prominent disclosures in
both annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used, on
reported results.  The Statement is effective for the Companies' interim
reporting period ending January 31, 2003.  The Companies do not expect the
adoption of SFAS No. 148 would have a material impact on its financial position
or results of operations or cash flows.

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 required by the State of Utah).  Differences between income tax benefits
computed at the federal statutory rate and reported income taxes for 2002 and
2001 are primarily attributable to the valuation allowance for net operating
losses (NOL). The net operating losses carryforward will expire from year 2014
through 2022.

The net deferred tax (benefit) due to NOL carried forward, as of December 31,
2002 and 2001, consisted of the following:


                                                  2002            2001
                                                  ----            ----
Deferred tax asset                         $    851,478    $    616,023
Deferred tax asset valuation allowance         (851,478)       (616,023)
                                           -------------   -------------
      Balance as of December 31            $          -    $          -
                                           =============   =============

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, 2002, 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.

                                      33
<PAGE>

                      Utah Clay Technology, Inc.
                   (An Exploration Stage Company)
                Notes to Audited Financial Statements

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, 2002, the Company had no revenues.  To commence operations, the
Company's management believes significant additional equity and debt financing
will be required.

Note 5 - Accounts payable and accrued expenses

Accounts payable and accrued expenses as of December 31, 2002, consist of the
following:


    Lease rentals payable                    $           78,631
    Consulting fees                                      40,043
    Legal fees                                           39,808
    Salaries Payable                                    218,700
    Interest payable                                    130,941
    Miscellaneous                                        76,975
                                             ------------------
                                             $          585,098
                                             ==================


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, 2002 and 2001:


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
Advances from officers and directors during 2002              1,750
                                                       ------------
Balance as of December 31, 2002                        $    422,178
                                                       ============

                                      34
<PAGE>

                      Utah Clay Technology, Inc.
                   (An Exploration Stage Company)
                Notes to Audited Financial Statements

Note 7 - Notes payable - related parties and others

Notes payable as of December 31, 2002 comprised of following:


Note payable-Bank, bearing an interest rate of 2 %
over prime rate (6.25% on 12/31/02) and due January 25, 2006.       $     14,867
Notes payable to others, bearing an interest rate
of 10% per annum, unsecured and due on demand                             30,000
                                                                    ------------
                     Notes payable - others                               44,867
                                                                    ------------

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 $1,828 for year 2002.                                34,436
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
$4,970 for each year.                                                     49,700
Note payable to an officer of the company, unsecured,
interest free and due on demand                                          133,382
                                                                    ------------
                     Notes payable - related parties                     236,396
                                                                    ------------
                     Total Notes payable                            $    281,263
                                                                    ============

Due to the Company's financial conditions and its relation with the bank, the
note payable to the bank has been classified as a current liability.

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.

                                      35
<PAGE>

(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.

(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.

                                      36
<PAGE>

                      Utah Clay Technology, Inc.
                   (An Exploration Stage Company)
                Notes to Audited Financial Statements

(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 not being converted at anytime prior to the date of redemption.
The redemption amount shall be 125% of the principal amount being redeemed,
plus and 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 Pledgors' 12
million shares that may be sold by the pledgees of the Security Agreement
pursuant to its terms..

The Company recorded an expense of $48,750 for the beneficial conversion
feature in the year ended December 31, 2002.

During the year ended December 31, 2002, $3,000 of the issued debenture was
converted to 260,342 shares of the Company's common stock at the conversion
price.

Note 9- Shares Capital

Common stock:

During the year ended December 31, 2002, 3,021,548 shares of the Company's
common stock were issued for services amounting $111,193. In addition, during
the year ended December 31, 2002, $3,000 of the issued debenture was converted
to 260,342 shares of the Company's common stock at the conversion price.

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.

                                      37
<PAGE>

                      Utah Clay Technology, Inc.
                   (An Exploration Stage Company)
                Notes to Audited Financial Statements


                        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.

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, 2002, the Company has no Series B preferred stock issued or
outstanding.

                                      38
<PAGE>

                      Utah Clay Technology, Inc.
                   (An Exploration Stage Company)
                Notes to Audited Financial Statements

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, 2002.

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 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.

Note 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 $4,056,060 for the period from inception (March 1, 1994) to December
31, 2002. The company's total liabilities exceeded its total assets by
$1,480,458 as of December 31, 2002. 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, 2002, the Company issued 1,000,000 shares
valued for $10,000 in consideration for services received in 2003. In addition,
$4,000 of the issued debenture was converted to 838,107 shares of the Company's
common stock at the conversion price.

                                      39
<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 SECTION 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, 61             President and Director             1994          2003

Thomas F. Harrison, 50         Vice President and Director        1994          2003

Daniel H. Engh, 50             Vice President and Director        1994          2003

Darin D. Engh, 30              Secretary, Treasurer and
                               Director                           1994          2003

Robert F. Conley, Ph.D., 66    Consultant                         1994          2003

</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.

                                      40
<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,

                                      41
<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 2000, 2001 and 2002:

<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>
2002   $72,000    0           0               0             0          0           0
2001   $72,000    0           0               0             0          0           0
2000   $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.

                                      42
<PAGE>


ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
             MANAGEMENT

     The table below sets forth as of December 31, 2002 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:
[Update]

                                                        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 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:

<TABLE>
<CAPTION>
                                                                 No. of
                                                                 Shares          Value of
         Person           Relationship to the Company            Issued        Consideration
-----------------------   ------------------------------------   ---------  -------------------
<S>                       <C>                                    <C>        <C>
Ryan Engh                 Son of Daniel H. Engh                     10,000     $    1,000

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

Dennis S. Engh            President and Director                 1,162,606        116,260
                                                                 ---------  -------------------
                                                                 1,637,606     $  163,760

</TABLE>

     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.

                                      43
<PAGE>

     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.  [Update
for 2002]

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.****

23.8    -       Consent of Kabani & Company, Certified Public Accountants,
                independent auditors of the Registrant.

31      -       Certification of Chief Executive Officer pursuant to 18 U.S.C.
                Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.

31.1    -       Certification of Chief Financial Officer pursuant to 18 U.S.C.
                Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.

                                      45
<PAGE>

32      -       Certification of Chief Executive Officer pursuant to 18 U.S.C.
                Section 1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.

32.1    -       Certification of Chief Financial Officer pursuant to 18 U.S.C.
                Section 1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.

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

**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 herein.

(b)     Reports on Form 8-K

     None

ITEM 14.     CONTROLS AND PROCEDURES

     Evaluation of disclosure controls and procedures.  We maintain controls
and procedures designed to ensure that information required to be disclosed in
this report is recorded, processed, accumulated and communicated to our
management, including our chief executive officer and our chief financial
officer, to allow timely decisions regarding the required disclosure.  Within
the 90 days prior to the filing date of this report, our management, with the
participation of our chief executive officer and chief financial officer,
carried out an evaluation of the effectiveness of the design and operation of
these disclosure controls and procedures.  Our chief executive officer and
chief financial officer concluded, as of fifteen days prior to the filing date
of this report, that these disclosure controls and procedures are effective.

     Changes in internal controls.  Subsequent to the date of the above
evaluation, we made no significant changes in our internal controls or in other
factors that could significantly affect these controls, nor did we take any
corrective action, as the evaluation revealed no significant deficiencies or
material weaknesses.





















                                      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:  September 18, 2003                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:  September 18, 2003                /s/ Darin D. Engh
                                         -------------------------
                                         Darin D. Engh, Treasurer,
                                         Secretary and Director



Date:  September 18, 2003                /s/ Thomas F. Harrison
                                         -------------------------
                                         Thomas F. Harrison, Vice President,
                                         Chief Financial Officer, Principal
                                         Accounting Officer and Director



Date:  September 18, 2003                /s/ Daniel H. Engh
                                         -------------------------
                                         Daniel H. Engh, Vice
                                         President and Director








                                      47
<PAGE>


                          Utah Clay Technology, Inc.
                          Commission File 333-34308


                       Exhibits to Amendment No. 1 to
                            Form 10-KSB 12-31-02


     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.*

<PAGE>

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.*

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.****

<PAGE>

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.****

23.8    -       Consent of Kabani & Company, Certified Public Accountants,
                independent auditors of the Registrant.

31      -       Certification of Chief Executive Officer pursuant to 18 U.S.C.
                Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.

31.1    -       Certification of Chief Financial Officer pursuant to 18 U.S.C.
                Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.

32      -       Certification of Chief Executive Officer pursuant to 18 U.S.C.
                Section 1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.

32.1    -       Certification of Chief Financial Officer pursuant to 18 U.S.C.
                Section 1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.

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

**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 herein.

<PAGE>

                          KABANI & COMPANY, INC.
                      Certified Public Accountants
                      8700 Warner Avenue, Suite 200
                    Fountain Valley, California 92708
                         Telephone 714-849-1543
                            Fax 714-596-0303
                       e-mail:  hamid@kabanico.com









                    CONSENT OF INDEPENDENT AUDITORS

     We consent to the use of our report dated April 8, 2003, with respect to
the financial statements of Utah Clay Technology, Inc. included in an Amendment
No. 1 to Form 10-KSB-Annual Report for the year ended December 31, 2002.



                              /s/ Kabani & Company, Inc.

                              Kabani & Company, Inc.

Fountain Valley, California
September 18, 2003


                                                                   Exhibit 23.8
                                                               Page 1 of 1 Page


<PAGE>
                          CERTIFICATION PURSUANT TO
               SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                          (18 U.S.C. SECTION 1350)

I, Dennis S. Engh, Chief Executive Officer of the registrant, certify that:

     1.     I have reviewed this annual report on Form 10-KSB of Utah Clay
Technology, Inc.;

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

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

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

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

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

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

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

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

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

     6.     The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.



Date:  September 18, 2003                /s/ Dennis S. Engh
                                         ----------------------------
                                         Dennis S. Engh
                                         Chief Executive Officer

                                                                     Exhibit 31
                                                               Page 1 of 1 Page
<PAGE>
                          CERTIFICATION PURSUANT TO
               SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                          (18 U.S.C. SECTION 1350)

I, Thomas F. Harrison, Chief Financial Officer of the registrant, certify that:

     1.     I have reviewed this annual report on Form 10-KSB of Utah Clay
Technology, Inc.;

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

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

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

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

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

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

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

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

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

     6.     The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  September 18, 2003                /s/ Thomas F. Harrison
                                         ----------------------------
                                         Thomas F. Harrison
                                         Chief Financial Officer

                                                                   Exhibit 31.1
                                                               Page 1 of 1 Page
<PAGE>


                          CERTIFICATION PURSUANT TO
                SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                           (18 U.S.C. SECTION 1350)


     In connection with the accompanying Annual Report of Utah Clay Technology,
Inc. (the "Company") on Form 10-KSB for the year ended December 31, 2002 (the
"Report"), I, Dennis S. Engh, Chief Executive Officer of the Company, hereby
certify that to my knowledge:

     (1)     The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

     (2)     The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.



Dated:  September 18, 2003               /s/ Dennis S. Engh
                                         ----------------------------
                                         Dennis S. Engh
                                         Chairman and Chief Executive
                                         Officer


     The above certification is furnished solely pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and is not being filed as part of
the Form 10-K or as a separate disclosure document.





















                                                                     Exhibit 32
				                               Page 1 of 1 Page

<PAGE>

                          CERTIFICATION PURSUANT TO
                SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                           (18 U.S.C. SECTION 1350)


     In connection with the accompanying Annual Report of Utah Clay Technology,
Inc. (the "Company") on Form 10-KSB for the year ended December 31, 2002 (the
"Report"), I, Thomas F. Harrison, Chief Financial Officer of the Company,
hereby certify that to my knowledge:

     (1)     The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

     (2)     The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.



Dated:  September 18, 2003               /s/ Thomas F. Harrison
                                         ----------------------------
                                         Thomas F. Harrison
                                         Chief Financial Officer


     The above certification is furnished solely pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and is not being filed as part of
the Form 10-K or as a separate disclosure document.




















                                                                   Exhibit 32.1
				                               Page 1 of 1 Page