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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                   FORM 10KSB

[X]     ANNUAL  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE SECURITIES
        EXCHANGE  ACT  OF  1934
        For  the  fiscal  year  ended  August  31,  2002
                                    -----------------

[   ]   TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
        SECURITIES  EXCHANGE  ACT  OF  1934
        For  the  transition  period  from  _________  to  ____________

        Commission  File  No.  000-33389
                               ---------

                              COYOTE VENTURES CORP.
                              ---------------------
             (Exact name of Registrant as specified in its charter)


     NEVADA                                52-2268239
----------------                           ----------
(State  or  other  jurisdiction  of        (I.R.S.  Employer
incorporation  or  organization)           Identification  Number)

Suite  L-8,  601  W.  Broadway
Vancouver,  British  Columbia,  Canada     V5Z  4C2
--------------------------------------     --------
(Address  of  principal executive offices) (Zip Code)

Registrant's  telephone  number,
  including  area  code:                   (604)  608-3831
                                           ---------------

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:  none

Securities  registered  pursuant  to  Section  12  (g)  of  the  Act:
100,000,000  common  shares  par  value  $0.001  per  share

Check  whether  the  issuer  (l)  has  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.
[ X ] Yes [  ]  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.  [  ]

Revenues  for  the  fiscal  year  ending  August  31,  2002  were  $  0.00.

The  aggregate  market value of the voting stock held by non-affiliates computed
by  reference  to  the last reported sale price of such stock as of December 12,
2002  is  $  28,960,000.

The  number  of shares of the issuer's Common Stock outstanding as of August 31,
2002  is  12,025,000.

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

                                       1


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                                    PART  I

Item  1.  Description  of  Business

OVERVIEW
--------

The  Company  is engaged in the business of developing medical devices to aid in
the  detection and localization of cancer.  The Company's proprietary CERVeyorTM
Technology  will  be incorporated in devices designed to allow direct viewing of
induced  tissue  fluorescence  to  identify  pathology  through  changes  in the
fluorescence  signature  of tissue as cancer develops.  The Company acquired its
technology  in  August  of 2002 and entered into an option to acquire additional
technology  in  September  of  2002  all of which is more particularly described
below  under  the heading "Acquisition of Technology".  The Company's plan is to
develop  a  low  cost direct imaging device that will allow physicians to detect
and  localize  cancer  of  the  cervix  with a degree of accuracy and cost level
better  than  current  diagnostic  methods.  In  addition,  the  Company  is
investigating  the  possible  utilization  of  its proprietary technology in the
detection  and  screening  of  oral  cancer.

HISTORY  OF  BUSINESS  OPERATIONS  OF  THE  COMPANY
---------------------------------------------------

The  Company  was  incorporated under the laws of the state of Nevada on May 26,
2000.  Prior  to July of 2000, the Company's business activities were limited to
organization and initial financing.  The Company entered into an agreement dated
July  15,  2000  (the  "Option  Agreement") with John MacPherson ("MacPherson").
Under  the  terms  of the Option Agreement, the Company was granted an option to
acquire  the  Flint  Mineral  Claim  in  the  Slocan  Mining Division of British
Columbia,  Canada.   The  terms  of the Option Agreement required the Company to
make certain payments and complete certain exploration work on the Flint Mineral
Claim in order to exercise the Option, including the making of a $50,000 payment
on June 30, 2002.  Although the exploration work conducted by the Company on the
Flint  Mineral  Claim  was encouraging, the Company was not able, due to weather
conditions,  to  complete  sufficient  exploration work to permit its geological
consultant  to  recommend  the  making  of  the  payment  due  June 30, 2002 and
MacPherson  was  not  willing it to extend the payment date with the result that
the  Company's  option was terminated.  Following termination of the Option, the
Company  acquired  its  CERVeyorTM  Technology  as  described  below.

CERVEYORTM  TECHNOLOGY
----------------------

The  Company's  proprietary  CERVeyorTM  Technology consists of a technology and
apparatus  for  direct  viewing of induced tissue fluorescence by a human viewer
through  an  endoscope, the invention incorporating in the apparatus, the patent
describing  the  invention and the technical information and know-how related to
it.  The  technology  is  covered  by  United  States  Patent  Number 6,110,106.

The  CERVeyorTM  Technology  is  based  on  the  convergence  of  three areas of
knowledge


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firstly  understanding  of  the  optical  properties  of  tissue,  secondly
understanding  of  optics,  spectral  imaging  and  light  sources  for  tissue
illumination  and thirdly, understanding of human vision. CERVeyorTM is based on
the  Company's patent, which was developed at the British Columbia Cancer Agency
("BCCA").  Researchers  at  the BCCA are internationally known for their work on
the  fluorescence  signature  of  tissues.

ACQUISITION  OF  TECHNOLOGY
---------------------------

The  Company  acquired  its  CERVeyorTM Technology from Nicolas B MacKinnon (the
"Vendor")  by  an agreement dated August 16, 2002 (the "Acquisition Agreement").
Under  the  terms  of  the  Acquisition  Agreement the Company paid $20,000 (the
"Purchase  Price")  to  the  Vendor  to  acquire the CERVeyorTM Technology.  The
Purchase  Price  is  subject to adjustment in the event that a tax assessment of
the  Vendor  attributes  a higher fair market value to the CERVeyorTM Technology
acquired.  The CERVeyorTM Technology is subject to a royalty of .75% in favor of
the  British  Columbia  Cancer  Foundation.  Under  the terms of the Acquisition
Agreement  the  Company would be required to re-convey the CERVeyorTM Technology
to  the  Vendor  if  it  failed  to  complete financing to raise net proceeds of
$200,000  US  within  90  days  of  the date of the Acquisition Agreement (which
financing  has  been completed) and a further $800,000 US within 180 days of the
date  of  the  Acquisition  Agreement (which is expected to be satisfied by this
Offering).

The  Company  entered  into  an  option  agreement  dated September 9, 2002 (the
"Biomax Option Agreement") with Biomax Technologies (the "Optionor").  Under the
terms  of  the  Biomax  Option  Agreement the Company paid $20,000 to acquire an
option  to  acquire  United  States Patent Number 6,021,344, a patent covering a
fluorescence  scope  system  for  dermatologic  diagnosis  (the  "ORALview
Technology").  In  order to exercise the option the Company must pay $180,000 US
to  the  Optionor  on  or  before  January 30, 2003.  The ORALview Technology is
subject  to royalties of 2.5% of gross revenues in favor of the British Columbia
Cancer Agency and the original inventors consisting of a group of scientists and
doctors  working  with the British Columbia Cancer Agency.  The Company believes
the  ORALview  Technology  will  assist  in  expanding  the  applications of the
CERVeyorTM  Technology  particularly  for  oral  cancer  detection.

INTELLECTUAL  PROPERTY
----------------------


The Company's technology is proprietary and the Company relies on patent filings
to  protect  its technology.  The Company holds United States Patent # 6,110,106
issued August 29, 2000, which covers its CERVeyorTM  Technology.  The Company is
in the process of preparing an application for a new patent covering colposcopic
attachments to permit the use of its technology with a colposcope.  In the event
that  the  Company  completes the exercise of its option to acquire the ORALview
Technology  the  Company  will  acquire  United States Patent # 6,021,344 issued
February  1,  2000.  The  Company  has  also  made filing with the United States
Trademark  office  to  protect  the  following  trademarks:

                                       3


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1.     August  Biomedical


2.     CERVeyorTM  System

The Company is currently establishing appropriate confidentiality agreements and
will  require  that all parties involved in the Company's technology development
program  enter into appropriate confidentiality agreements to provide additional
protection  for  the  Company's  proprietary  information.

CERVICAL  CANCER
----------------

Cervical  cancer  begins in the lining of the cervix, which is the lower part of
the  uterus.  Cervical  cancer  is the second most common cancer in women in the
world  with  465,000 new cases and 200,000 deaths world wide each year.  In 1998
approximately  4,900  women  died in the United States of the disease.   In most
cases  cervical  cancer  is preceded by a precancerous lesion that develops over
many  years. Only 10% of the pre-cancerous lesions develop into invasive cancers
and  between  40-60%  go  into  remission  spontaneously.

Worldwide  cervical  cancer is the second most common cancer in women   exceeded
only  by  breast cancer.  In the United States cervical cancer is the third most
common  growth  of  the  female  genital  tract.  The  American  Cancer  Society
estimates  that,  in  2002, there will be approximately 13,000 cases of invasive
cervical cancer (cancer that invades surrounding tissue) and 4,100 deaths in the
United  States.

In  developed  countries, with the advent of the Papanicolaou Test ("Pap smear")
in  the  early  1970's, the incidence and mortality for invasive cervical cancer
has  declined  significantly.  Despite  this,  valuable resources continue to be
wasted  on  the  evaluation  and  treatment of lesions not likely to progress to
cancer.   Today approximately 50 million Pap smear examinations are performed in
the  United  States and over $6 billion are spent annually in the evaluation and
treatment  of  low-grade  precursor  lesions  in  the  U.S.

In  developing  countries cervical cancer goes undetected because of the cost of
the tests and the lack of trained personnel and resources to screen and diagnose
the  population.  The  incidence  and  mortality  rates  for cervical cancer are
therefore  considerably higher in developing countries and it has been estimated
that  approximately  80%  of  all  cases occur.  Worldwide approximately 370,000
cases  occur  annually  and  cervical  cancer  is  the  leading  cause of cancer
mortality  in  women  in  developing  countries.


CERVICAL  CANCER  DETECTION  METHODS
------------------------------------

Papanicolaou  Test  (Pap  smear)
--------------------------------

The  standard  screening  test for identifying cervical cancer is the Pap smear.
In  this  test  cells  from the cervix are collected by scraping, thus obtaining
specimens  from  areas  at


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risk.  Each  specimen is placed on a glass slide and examined under a microscope
for  signs of abnormality. Approximately 5% of Pap smears performed in the U. S.
annually  showed  abnormality  and  approximately 1% will have abnormality which
requires  some kind of follow up even though the risk of invasive cancer is low.

Studies  of  the efficacy of the Pap smear, estimate its sensitivity (ability to
correctly  identify  those  with  the  disease)  to  be  58% and its specificity
(ability  to  correctly identify those without the disease) to be 69%. There are
several  reasons  for  the  low  sensitivity and specificity, including sampling
error,  laboratory error (including logging error), reading error, coding error,
and  storage  error.  There  are  also  barriers to use of the Pap smear test by
patients.  Some  patients  do  not  have  access  to  care,  some  patients have
psychological  barriers  to  care,  and some patients have financial barriers to
care. Evaluation of a Pap smear also takes a long time. Some labs report results
in  2  weeks.  The  patient  with  an  abnormal  Pap  is  then  scheduled  for
colposcopically  directed  biopsies,  analysis  of  which takes another 2 weeks.
Thus,  the  time  from  when the patient has the Pap smear until she has a final
diagnosis  is over 4 weeks and usually longer. Therefore, while the Pap smear is
considered  a  good screening test, it can have low sensitivity and specificity,
there  are  barriers  to  its  use,  and  patients wait a long time for results.

Each  year  approximately  50  million  women  undergo  Pap smears in the United
States.  The  American  College  of  Obstetrician  and  Gynecologists recommends
annual  Pap  smears  at  the  commencement  of sexual activity. If negative, Pap
smears  may  be performed at 1-3 year intervals, depending on the risk status of
the  individual  patient.  The  level  of  risk  depends  on  the  age  at first
intercourse  and the number of sexual partners of the patient herself and of her
partner.  Low  risk  patients would be those in a monogamous relationship with a
low  risk  partner; those patients could be screened at less frequent intervals.
Patients  at  higher  risk  should  be  screened  annually.

If  an  inadequate  smear  is  obtained,  the patient is usually asked to return
within  a  few months for a repeat smear. If the Pap test is normal, the patient
is  advised  to  return  for  a repeat smear at the recommended interval for her
level of risk.  If the Pap smear is abnormal, the current standard of care is to
perform  a  colposcopy  (described  below).

The  transition  from  initial tissue abnormality to cancer averages years, thus
despite  the  low sensitivity few cancers are missed in women who receive annual
screenings.   However, due to the poor specificity, many women are unnecessarily
referred  for  colposcopy  resulting  in  considerable  anxiety  and  cost.

Colposcopy
----------

Colposcopy  is  an  examination to look at the surface of the vagina and cervix.
During  colposcopy,  a physician uses a colposcope, a device that shines a light
onto  the surfaces of the vagina and cervix and magnifies the view 2 to 60 times
the  normal  size.  This magnification allows the physician to see abnormalities
that  would  be  missed  by  the naked eye.  In addition, the physician may also
apply  acetic  acid or iodine to the vagina


                                       5


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and cervix with a swab to make areas of abnormal cells more visible. If abnormal
areas  of  tissue  are found during colposcopy the physician will usually biopsy
the  tissue  for  further  examination  by  a  pathologist  to  determine if the
abnormality  is  cancerous  or  is likely to lead to cancer. If the results from
colposcopy  and  biopsy are inconsistent with the results of a recent Pap smear,
another  biopsy  sample  may  be  taken.

Colposcopy  has  a  reported  sensitivity  of  96% and a specificity of 48% thus
biopsy  is  required  to  confirm  diagnosis.  This  sensitivity  allows for the
detection  of  most  cancers,  but  the  specificity  suggests  many lesions are
overcalled  leading  to  many  unnecessary  biopsies.

Colposcopy  requires  increased clinician training and a higher skill level than
that  required  for  performing  Pap smears, this has limited the performance of
colposcopies,  in  the  United  States,  primarily  to  gynecologists  and  has
restricted  its  availability  in  developing  countries  throughout  the world.

Human  Papillomavirues  (HPV's)
-------------------------------

HPVs are now recognized as the major cause of cervical cancer.  HPVs are a group
of  more  than  80  types  of viruses.  They are called papillomaviruses because
certain  types  may cause warts, or papillomas, which are benign tumors.  Of the
more  than 80 types of HPV's, there are more than 30 types that have the ability
to  infect  the genital tract.  These genital HPVs can be passed from one person
to  another  through  sexual  intercourse.

Only  certain  types  of  the  HPV's  are  associated  with  high  risk  for the
development  of  cervical  cancer,and  these  cause  abnormal  cell growths that
usually  appear flat and nearly invisible.  Moreover, the natural history of how
HPV  infection  progresses to cancer is poorly understood.  HPV testing is being
studied  as  a  possible  means  of  detecting  pre-cancerous  cervical lesions.
However,  although  HPV  typing  to  identify  women with oncogeneic strains may
improve the future accuracy of the test and its role in directing follow-up, its
current  suitability  for  routine screening in asymptomatic women is limited by
its  poor predictive value, uncertain natural history, and due to the absence of
an effective treatment, the lack of evidence that HPV screening affects clinical
outcomes.

The  screening  and  detection  of  cervical  cancer  could  be  vastly improved
throughout  the  world  by technologies that improve, automate, and decrease the
length of time required and overall cost involved in the screening and detection
process.

MARKET  AND  COMPETITION  FOR
CERVICAL  CANCER  DETECTION  TECHNOLOGY
---------------------------------------

Most  women  in  the  United  States  currently  undergo  annual cervical cancer
screenings  resulting in an estimated 50 million Pap smears annually.  Using the
average  cost  of $75.00 per screening procedure at least $3.75 billion is spent
annually  in  the  United  States  on  screening.

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It  is estimated that approximately 5% of the Pap smear tests performed annually
in  the  United  States show abnormalities.  Applying an estimated cost of $2400
per  case  it  is  estimated that $6 billion is spent annually on the diagnostic
evaluation  and  treatment  of  these  abnormalities.

Adding  these  rough  estimates  yields a total annual cost for the screening of
cervical  cancer  and  its  precursors  of over $9 billion in the United States.

The  Company's  plan  is  to  position its cervical cancer detection device at a
price  point  that  makes  it a reliable low cost alternative to traditional pap
smear  and  colposcopy  detection  methods.  Accordingly,  it  expects, if it is
successful, that its product will replace these traditional detection methods as
it gains market acceptance.  During this period of technology transition it will
be competing with current suppliers of traditional detection technology who tend
to  be  large,  established,  well  funded  organizations  who  may have greater
resources, financial and otherwise.  The Company anticipates that once it proves
the technology and obtains regulatory approvals, its most efficient route to get
to  the  market  will  be to team up or joint venture with a traditional medical
product supplier with the resources and contacts to allow it to compete with the
established  suppliers  of  traditional  detection  technology.

The Company is aware of a number of potential competitors who are working in the
area  of  optic  imaging and spectroscopy to develop cancer detection technology
including  the  following:

     1.   SpectRX  (device  using biophotonic technology to identify cancers and
          pre-cancers  of  the  cervix.

     2.   LifeSpex  (device  that  utilizes light and computer imaging to detect
          cervical  cancer).

     3.   Polartechnics  Ltd. (device using opto-electronic measurement of human
          tissue  for  use  as  adjunct  to  pap  smear).

     4.   MediSpectra  (device  using  laser  induced  fluorescence, white light
          spatter  spectroscopy  and multivariate algorithm to classify tissue).

     5.   Xillix  (medical  imaging  technology  that aid in early detection and
          localization  of  cancer).

The  Company  believes  that  each of these competitors' technologies would have
selling prices considerably higher than its cervical cancer detection device due
to  their  inherent  designs  requiring  the  utilization  of  expensive capital
equipment.


ORAL  CANCER
------------

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It  is  estimated  that 30,000 people will be diagnosed with oral and pharyngeal
cancer  in  2002. Approximately 8,000 people will die from the disease this year
and  the  disease  has  approximately  a  50%  mortality  rate  over  5  years.

Worldwide  the  problem  is much greater, with over 350,000 to 400,000 new cases
being  diagnosed  each  year.  The  death  rate  associated  with this cancer is
particularly  high  due  to  the  cancer  being routinely discovered late in its
development.  Often  it  is  only discovered when the cancer has metastasized to
another  location,  most  likely the lymph nodes of the neck.  Prognosis at this
stage  of discovery is significantly worse than when it is caught in a localized
area.  Besides  the metastasis, at these later stages, the primary tumor has had
time  to  invade  deep  into  local  structures.

Oral  cancer  is  particularly dangerous because it has a high risk of producing
secondary  tumors.  Therefore,  patients, who survive a first encounter with the
disease,  have up to a 20 times higher risk of developing a second cancer.  This
heightened risk of disease recurrence can last for 5 to 10 years after the first
occurrence.

In addition, it can be difficult to monitor patients after treatment because the
changes  in  the  mouth,  caused  by  the  treatment  itself (usually surgery or
radiation),  often  resemble low-grade dysplasia which hampers assessment of the
success  of  the  therapy.  There are several types of oral cancers, but 90% are
squamous  cell  carcinomas.

In  its  early  stages,  oral  cancer can go unnoticed.  It can be painless, and
little  in  the  way  of  physical changes may be obvious.  Detection is further
complicated  by the fact that there are so many benign tissue changes that occur
normally  in  the  mouth, and some things as simple as a bite on the inside of a
patient's  cheek  may  mimic  the  look  of  a  dangerous  tissue  change.

As a result, many lesions are left for observation rather than biopsied and only
discovered  when  the  cancer  has  metastasized. Today there does not exist any
single  screening  method  for  the  detection  of  oral  cancers.  Detection is
currently  accomplished through normal dental examinations and if the dentist or
doctor  decides  that  an  area  is  suspicious  a  biopsy  is  then  performed.

The  Company  believes  that  its CERVeyorTM  technology, when incorporated into
convenient  to  wear  goggles  using  the  ORALview  Technology,  can  provide
significant screening and detection capabilities for oral cancer. The Company is
currently  in  the  early  stages  of  investigating  the  utilization  of  its
proprietary  technology  for  this  purpose.

MARKET  AND  COMPETITION  FOR  ORAL  CANCER  DETECTION  TECHNOLOGY
------------------------------------------------------------------

Squamous  cell carcinoma of the oral cavity and pharynx accounts for over 30,000
cases  per  year  in the United States with approximately 8,000 deaths per year.
Worldwide  350,000  to  400,000  cases  will  be  diagnosed.  Oral cancer can be
painless,  and have little in the way of physical changes, which may be obvious.


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Despite  advances  in surgical techniques, radiation therapy technology, and the
addition  of  combined  chemotherapy  and  radiation  therapy  to  the treatment
regimen,  survival  data has not shown appreciable change in decades.  Five-year
survival  data  reveal  overall disease specific survival rates of approximately
50%  although those that do survive often endure major functional, cosmetic, and
psychological  burden  due  to  dysfunction  of  the  ability to speak, swallow,

breathe,  and  chew.

Early  detection  of  oral and pharyngeal cancer, as with all cancers, is key to
increasing  the  survival  rate  and  the  overall  reduction  in  severity  of
complications  resulting  from  the  failure  to  identify the cancerous lesions
early.

Today,  no  single  screening  method  exists for the detection of oral cancers.
Detection  is currently accomplished through normal dental examinations followed
by  biopsy  of  suspicious lesions.  Detection is further complicated due to the
fact  that  there  are  so many benign tissue changes that occur normally in the
mouth,  and  some  things as simple as a bite on the inside of a patient's cheek
may  mimic  the  look  of  a  dangerous  tissue  change.

Thus many cancers go undetected until they are in advanced stages of development
and  other  non-cancerous  lesions  are  subjected  to  biopsy  procedures
unnecessarily.

Including  both  generalists and specialists, there are over 100,000 dentists in
the  United  States,  each one seeing between 8 and 15 patients per day.  If you
include  those  patients  who  come to a practice and see someone other than the
dentist,  such  as  the hygienist, the number of patient visits is significantly
higher.  The  American  Dental  Association states that 60% of the US population
sees  a  dentist  every  year.

The  performing  of  opportunistic  cancer  screenings  of  the existing patient
population, which visits a dental office every day, would yield tens of thousand
of  opportunities  to  detect  oral  cancer  in  its  earliest  stages.

As  development  of  the  product  continues  the  Company  plans  to enter into
discussions  with  established  firms  currently marketing products in the North
American  dental market to establish sales and marketing strategies and possible
joint  ventures.

Follow  on  marketing  and  sales  activities  will  include  Europe  and  Asia.

The  only competitive activity that the Company is currently aware of is that of
Zila,  Inc.,  a  Arizona  based  pharmaceutical  company.  They  currently  sell
ViziLite(TM), which is a disposable light for the identification of oral mucosal
abnormalities.  The  product  is  a  single  use  disposable  that  sells  for
approximately  $16.50  each.

Zila,  Inc.  is  also  developing  OraTest(TM),  which  is intended to provide a
quicker,  easier  and less expensive method for detecting oral cancer by using a
mouthwash  to stain altered cells bright blue, clearly identifying trouble areas

for  biopsy. Zila has obtained or is in the process of obtaining several patents
for  these Tolonium Chloride ("toluidine blue") stains.


                                       9


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The  Company claims to be the exclusive manufacturer of toluidine blue, which it
asserts  is  required  for  the  successful detection of oral cancer by OraTest.


Zila, Inc. has been under a significant amount of investigation concerning their
accounting  practices;  a  shareholder  class  action suit was filed against the
Company in July 1999 for allegedly making false statements concerning the status
of  the  OraTest  product  and  its  regulatory  status with the FDA.  The exact
disposition  of  that  class  action  suit  is  currently  unknown.

We  are  unaware  of  any  other direct competitive activity in the area of oral
cancer  detection  and  we  believe  that the August Biomedical technology, when
commercialized,  will  provide  a  superior  oral cancer screening and detection
system  to  any  currently  known  competitive  activity.

REGULATORY  REQUIREMENTS
------------------------

The  US  Food and Drug Administration (FDA) regulates the development and use of
drugs  and  medical  devices  in  the United States.  The Center for Devices and
Radiological  Health is responsible for assuring the safety and effectiveness of
medical  devices.  All  US based companies must have medical devices approved by
the  FDA  if  they  wish to sell or export the devices to other countries.  Most
other  nations  have  some  equivalent process or entity for assuring safety and
effectiveness of medial devices. In order to ensure safety and effectiveness the
FDA  also  regulates  the  manufacture  and  labeling  of devices to ensure that
devices  intended  for  use  in  health  care meet good manufacturing practices.

There  are  several ways for a device to be approved for use by the FDA.  It can
be  determined  to be exempt from FDA requirements or it can be determined to be
substantially  equivalent to a device that was legally marketed prior to May 28,
1976.  There  are  a  variety  of  ways  to prove substantial to previous device
equivalency  through  the  510K  process,  but  these  are generally regarded as
inappropriate  for  an  innovative  technology.

A  draft  guidance  document  circulated  by  the  FDA,  entitled  In-Vivo
Electro-optical Devices for the Detection of Cervical Cancer and Its Precursors,
while  not  yet  implemented,  strongly  suggests  that the appropriate approval
process  for  this  type  of  device is to file a premarket approval application
(PMA).  Premarket approval usually requires one or more clinical trials under an
investigational  device exemption (IDE) to prove safety and effectiveness of the
technology.  Because  of the nature of the CERVeyorTM  technology it may qualify
for  reclassification  as  a  low risk device, but the company believes the only
prudent  course  is  to  plan  to  conduct  clinical  trials  to  support a PMA.

The  clinical  trials  to  support a PMA, while a significant cost, also provide
protection  to  the company and a barrier to entry for competitors, particularly
competitors  relying  on  computerized detection systems with complex algorithms
and calibration requirements.  The complexity of these systems makes the cost of
verifying  safety  and  effectiveness  and

                                       10


<PAGE>


the  cost  of producing them under the quality assurance requirements of the FDA
very  high,  providing  additional  competitive  advantages  to  the  CERVeyorTM
technology.

In Europe, the regulation of medical devices is not centralized in a single body
such  as  the  USFDA,  but  is a multifaceted system with roles for the European
Commission,  the  private  standards  organizations,  the fifteen Member States'
competent  authorities,  and  the  notified  bodies  (private  or  public) those
authorities  designate  to  carry  out  conformity  assessment  functions. Thus,
approval  decisions  (made  by  notified bodies) and enforcement (implemented by
Member  States  with  or without assistance from the notified bodies) are highly
decentralized.

The  Notified  Bodies  of the member states primarily intervene at the premarket
stage  and  have  responsibilities  of  a "public" nature, such as the granting,
denying,  or  withdrawing  certificates;  requesting more information if needed;
making  unannounced  visits  to  view quality assurance if needed; and supplying
information  directly to competent authorities despite contractual relationships
with manufacturers. They define the type of medical device and to what standards
it  and  the  manufacturer  must  conform.

The  competent  authorities  (private or public) within a member nation focus on
the  implementation,  enforcement  and  post  market  documentation of a medical
device.  They  undertake  surveillance  of  the  market, vigilance, decisions on
classification  and  management  of  clinical  investigations.

In  the EU medical devices must conform to the Medical Device Directives.  These
are  Acts  of  the  EU  that require medical devices of different types and risk
levels  to  conform  to  particular  requirements.  Devices  meeting  these
requirements are able to display the CE mark, allowing them to be sold in member
countries.  The most common standard for design assurance and quality management
is  EN46000.  There  are a range of general safety standards for medical devices
and  some specific medical device safety standards published by the IEC to which
most  devices  are  also  required  to  conform.

In  Canada,  Health Canada requires a medical device manufacturer to be licensed
and  to  have  an  ISO 13485 or ISO 13488 quality system certificate issued by a
Canadian  Medical  Device  Conformity  Assessment  Systems recognized registrar.
Canada  also  has a Mutual Respect for Authority agreement with the EU and is in
the  process  of  further  harmonizing  requirements  for  manufacturers.


TECHNOLOGY  DEVELOPMENT  PLAN
-----------------------------

The  Company's  objective  is  to  develop  a  device  employing  its CERVeyorTM
technology  that  can  initially  replace  colposcopy  as  the  method of cervix
examination  following  an  abnormal pap smear result and ultimately replace the
pap  smear  as  the  primary  screening device for cervical cancer.  The Company
believes that its CERVeyorTM  Technology will permit the development of a device
that  will  allow  screening for cervical cancer with greater sensitivity and/or
specificity.  The  Company  will  also  seek to develop an oral


                                       11


<PAGE>

cancer screening device employing a combination of its CERVeyorTM Technology and
the  ORALview  Technology.  The  first  objective  of  the Company is to develop
prototypes of its proposed devices. The Company in the early stages of prototype
development  of  both  cervical  cancer  and  oral cancer detection devices. The
current  product development for the cervical cancer detection device is focused
on  the  development  of  a  proof-of-principle  prototype.  This prototype is a
modification  of  a  Zeiss colposcope that includes a light source to illuminate
the tissue with blue excitation light and filtering elements to (i) separate the
resulting  fluorescence  image into its constituent green and red components and
(ii)  enable  the  selective  attenuation  of  the  green  image.

Once  the  Company  has completed its proof-of-principle prototype it intends to
undertake  a  pilot study in Vancouver, BC, Canada of approximately 50 patients.
The goal of the pilot study is to validate that the CERVeyorTM Technology can be
used  to  provide  the  clinician with images of abnormal and normal cervix that
rival  traditional  colposcopy methodology in their ability to identify areas of
abnormality  and  sites  for  biopsy.  Satisfactory performance of this clinical
prototype  device  will  be  considered  proof-of-principle  and will initiate a
further  stage  of  product  development.

Further  product development after successful completion of a proof-of-principle
study  will  depend  on  results  of  market  research,  regulatory strategy and
insurance  reimbursement  issues which have yet to be determined and will be the
subject  of  studies  to  be  conducted  by  the  Company.

The Company is planning on embarking on an extensive market research activity in
the  1st  quarter  2003  to  further  assess  and  define:

*    Current  issues  relating  to  the  screening  and detection of oral cancer
*    Clinician  reaction  to  the  general  concept  of  the  August  Biomedical
     screening  technology
*    Product  design  criteria
*    Cost  considerations  and  price  sensitivities
*    Reimbursement/insurance  issues
*    Competitive  technologies  and  activities  in  the  market


RESEARCH  AND  DEVELOPMENT
--------------------------

The  Company  did  not  make any expenditures on research and development of its
technology  in  its  fiscal  years  ended  August  31, 2001 and August 31, 2002.
During  the  period  from September 1, 2002 to November 30, 2002 the Company has
expended  approximately  $150,000  on research and development of its CERVeyorTM
and  ORALview  Technologies.  Expenditures  on  research and development for the
balance  of  the  current  fiscal year will depend on financing available to the
Company.  In  the event that financing is available the Company's plans call for
expenditures  of  approximately  $1,200,000  on  research and development of the
CERVeyorTM  Technology  and $800,000 on research and development of the ORALview
Technology.


                                       12


<PAGE>



INVESTMENT  RISKS
-----------------

An  investment  in  our common stock involves a high degree of risk.  If you are
considering  investing  in  our Company, you should carefully consider the risks
described  below  and other risks inherent in doing business before investing in
our  common  stock.  If  any  of  the  following risks or other risks occur, our
business,  operating  results and financial condition could be seriously harmed.
The trading price of our common stock could decline due to any of these or other
risks.

The Companies products are in development and as such the Company has no current
revenues  and  will  incur  losses  for  the  foreseeable  future.

We  are  currently initiating our business plan.  Accordingly, we have a limited
operating  history  upon  which  to  base  an  evaluation  of  our  business and
prospects.  We  have  not  as  yet  generate  revenues  from  operations.  The
development  of  our  technology  to  the  point necessary to achieve commercial
viability  will  take  a  significant  additional  investment  in  capital.
Accordingly, we will continue to incur losses for some time to come.  We may not
successfully  implement  all  or  any of our business strategies or successfully
address  the  risks  and  uncertainties  that  we  encounter.

If  we  are  unable to raise the necessary funding, as required, to finalize the
development  of  our products, complete necessary clinical trials and regulatory
submissions,  we  may  have  to  reduce  the scope of, or cease, our operations.

As of August 31, 2002, we had cash on hand of $183,608.  We project that we need
to raise approximately $2,300,000 in order to execute our business plan over the
next 12 months.  We currently do not have any firm commitments for financing and
we  may  not be able to obtain financing in which event it will be unlikely that
we  will be able to pursue our business operations.  An immediate financial need
is  an  option  payment in the amount of $180,000 due on January 30, 2003.  This
payment  must  be  made by the Company if the Company is to retain its rights to
the  ORALview  technology.  Obtaining financing for this and other purposes will
depend  upon  a  number  of  factors, including the market for financing medical
technology  startups  and  the attractiveness of our business plan to investors.
These  factors  may  make  the timing, amount, terms or conditions of additional
financing  unavailable  to  us.

Our  products  must  all  receive  regulatory  approval in the United States and
foreign  jurisdictions.  If  we  are  not successful in obtaining or maintaining
such  approvals  the  sale  of  our products and our ability to generate revenue
would  be  impaired.

Our  products  cannot  be  used  in  the  consumer markets until and unless they
receive  approval  from  applicable  medical regulatory agencies.  Obtaining the
necessary  approvals is a long and expensive process.  There can be no assurance
that the necessary approvals will ever be received.  If we are not successful in
obtaining the approvals


                                       13


<PAGE>

needed  in  order  to  commercialize  our  technologies,  it  is likely that our
business  prospects  will  be  significantly  limited.

The  manufacturing  costs  of  our  products are currently unknown and we cannot
guarantee  that  those  future  costs  will be such to allow acceptable customer
pricing  in  the  market.

At  such time as we complete our clinical trials and obtain necessary government
approvals  to  market  our  products  to  the  public,  it  will be necessary to
manufacture  and  distribute  our products pursuant to costs schedules that will
allow  us  to  be competitive in the market and to generate a profit.  Since our
products are still in the testing and development stage, it is impossible for us
to  know  at  this  time  what the eventual costs of production will be.  If our
production  costs  are not competitive with the consuming markets at the time of
production,  it  is  unlikely our Company will be able to achieve profitability.

If  we  are unable to protect our proprietary technology, or to avoid infringing
the  rights  of  others,  out  ability  to compete effectively will be impaired.

It  is  possible  that proprietary technologies developed by the Company will be
infringed  by  other  providers  in  the  medical  products  market.  It is also
possible  that  our  technologies will be viewed as infringing on the technology
rights  of  others.  In either case, such developments could result in a loss of
competitive  position  on  our  part  or  in  expensive  litigation.  Any  such
developments  could  result  in  a  loss of financial viability for the Company.

Our  products may not provide the clinical results we are striving to achieve or
perform  at  a  level  sufficient  to make them viable in the market and achieve
market  acceptance.

Our  products  are  still  being  developed and are yet to be clinically tested.
Sales  of  our  products  will  be based on convincing results from our clinical
testing  which may not be forthcoming to the extent that we anticipate.  Failure
to  meet  out  clinical testing projections could result in, among other things:

     *   delayed  or  lost  revenues due to a delayed entrance into the market;
     *    negative  publicity  about  our  products;  or
     *    difficulty  in  obtaining  government  approvals.

The  occurrence  of any of the foregoing would impact our business in a negative
manner  and  militate against any investors in the Company receiving a return on
his  or  her  investment.

We  are  dependent  on  key  personnel,  and  if  we  are unable to retain these
personnel,  our  business  could  be  harmed.


                                       14


<PAGE>



The Company's future success depends significantly on the continued services and
performance  of  its  management.  The Company's performance also depends on its
ability  to  retain  and motivate its key employees and consultants. The loss of
the  services  of any of the Company's executive officers or other key employees
or consultants could cause significant disruption in the Company's business. The
Company has no long-term employment agreements with senior management other than
Mr.  Whitehead  and does not currently maintain any "key person" life insurance.
The  Company's  future success also depends on its ability to identify, attract,
hire,  train,  and  motivate  other  highly  skilled  technical  and  managerial
personnel.  Competition  for  such personnel is intense, and the Company may not
successfully attract, assimilate or retain sufficiently qualified personnel. The
failure  to  retain  and attract the necessary personnel could impede our future
success.

We  are  subject  to  product  liability  claims.

The  medical  products and treatment market is highly litigious and providers of
medical  technologies  and  products can be subject to expensive litigation.  At
the  present  time  we  do  not  have  any  product  liability insurance.  It is
uncertain  whether  we  will be able to obtain such insurance in the future when
our  products  are  marketed  to  the public.  If the Company becomes subject to
large  product liability claims that are not covered by insurance, it could have
a  severe  negative  financial  impact  on  the  Company.

Our  markets  are  highly  competitive.

The  medical  equipment  market  is  a  always  rapidly  evolving  and extremely
competitive.  The  Company  will  be competing directly with other providers and
developers  of  medical  diagnostic products including cancer screening devices.
Some  of  the  Company's current and potential competitors have longer operating
histories,  larger  customer  bases,  greater name recognition and significantly
greater  financial,  marketing  and  other  resources  than  the  Company.

Because  our  officers  and  directors own a significant number of shares of our
common  stock,  they  may  control  all major corporate decisions, and our other
stockholders  may  not  be  able  to  influence  these  decisions.

Our  officers  and  directors own approximately 52% of the outstanding shares of
our  common  stock.  Accordingly,  they  will  have  the  control  necessary  to
determine  the outcome of all corporate transactions or other matters, including
the  power  to  elect  all  of  the directors. The interests of the officers and
directors  may  differ  from  the  interests  of  the  other  stockholders.

Item  2.  Description  of  Property

The Company rents 500 square feet of office and laboratory facilities on a month
to  month basis.  The Company pays monthly rental for this space of $350.  There
is  no  written lease agreement with respect to this space.  Management believes
that  if  it

                                       15


<PAGE>

became necessary to change its location, it would be able to locate new premises
on  terms  acceptable  to  the  Company.

Item  3.  Legal  Proceedings

The  Company  is  not  a  party  to  any  legal  proceedings.

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

There  were no matters submitted to a vote of the shareholders during the fiscal
year  ended  August  31,  2002.  However, on December 6, 2002, the Company filed
with  the  securities and exchange commission a definitive information statement
on  Schedule  14C  for  the purpose of informing the shareholders of the Company
that  action  will  be  taken  prior  to  year end upon the written consent of a
majority of the shareholders of the Company to change the name of the Company to
August  Biomedical  Corporation.  A  copy  of the information statement was also
mailed  to  all  shareholders  on  or  about  December  6,  2002.

                                     Part II

Item  5.  Market for Registrant's Common Equity and Related Stockholders Matters

Market  Information

The  common shares of the Company are listed on the OTC Bulletin Board under the
symbol CYTV.  The listing was obtained on May 16, 2002.  An active market in the
common  shares  of  the  Company has not developed to date though there has been
limited  trading.  Due  to the low volume of trades, major reporting services do
not report trading activity prior to November, 2002.  During November, 2002, the
stock  closed  at  between  $5.00  and $6.90 on limited volume.  On December 12,
2002,  the  stock  closed  at  $6.40  on  volume  for  the day of 22,000 shares.

At December 12, 2002 there were approximately 29 record holders of the Company's
common  stock.

The  Company  has  not  previously  declared or paid any dividends on its common
stock and does not anticipate declaring any dividends in the foreseeable future.

There  are  no  restrictions  in  our  articles  of incorporation or bylaws that
restrict  us from declaring dividends.  The Nevada Revised Statutes, however, do
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution  of  the  dividend:

     (1)  we  would not be able to pay our debts as they become due in the usual
          course  of  business;  or

     (2)  our  total assets would be less that the sum of our total liabilities.


                                       16


<PAGE>



Recent  Sales  of  Unregistered  Securities

We  completed  a  placement  of  150,000  shares of our common stock pursuant to
Regulation  S  of  the 1933 Act on August 16, 2002.  All shares were issued at a
price of $0.50 per share.  Accordingly, we received proceeds of $75,000 from the
offering.  Each  purchaser  represented  to  us  that the purchaser was a Non-US
Person  as defined in Regulation S.  We did not engage in a distribution of this
offering  in  the  United States.  Each purchaser represented their intention to
acquire  the  securities  for  investment  only  and  not  with  a  view  toward
distribution.  Appropriate legends were affixed to the stock certificates issued
in  accordance  with Regulation S.  All purchasers were given adequate access to
sufficient  information  about  the  Company  to  make  an  informed  investment
decision.  None  of  the  securities  were  sold  through  an  underwriter  and
accordingly,  there  were  no  underwriting  discounts  or commissions involved.

We  completed  a  placement  of  300,000  shares of our common stock pursuant to
Regulation  S  of  the 1933 Act on August 30, 2002.  All shares were issued at a
price  of  $1.00  per share.  Accordingly, we received proceeds of $300,000 from
the  offering.  Each purchaser represented to us that the purchaser was a Non-US
Person  as defined in Regulation S.  We did not engage in a distribution of this
offering  in  the  United States.  Each purchaser represented their intention to
acquire  the  securities  for  investment  only  and  not  with  a  view  toward
distribution.  Appropriate legends were affixed to the stock certificates issued
in  accordance  with Regulation S.  All purchasers were given adequate access to
sufficient  information  about  the  Company  to  make  an  informed  investment
decision.  None  of  the  securities  were  sold  through  an  underwriter  and
accordingly,  there  were  no  underwriting  discounts  or commissions involved.


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

Plan  of  Operations:
---------------------

The  Company  is  currently  in  the development stage of its technology and has
forecast the expenditure of approximately 2.5 million dollars during the next 12
months,  primarily  for  the  purpose  of:

*    Expansion  of  its  internal management and research and development staff;

*    Development  of  prototypes  to  provide  proof  of  principal for both the
     cervical  cancer  and  oral  cancer  detection  systems;

*    Complete  exercise  of  the  option  for  ORALview  technology;

*    Conducting  pilot  clinical  studies  and  the  initiation  of  a  large
     multi-center clinical trial of the CERVeyor System in the United States and
     Canada;  and

                                       17


<PAGE>


*    Conducting  pilot  clinical  studies  and  the initiation of a multi-center
     trial  of  its  ORALview  device  in  the  United  States  and  Canada.

Following  successful  completion  of  these  clinical  trials  the Company will
aggressively  pursue  strategic  marketing  partners  for the worldwide sale and
distribution  of  the  Company's  proprietary  technology.

The  Company  does  not  anticipate  purchasing any real property or significant
equipment during the next 12 months.  We plan on conducting our clinical studies
in  partnership  with  physicians  who  have  an  interest  in  our  proprietary
technology.  Our  clinical  studies will be conducted in facilities available to
those  physicians.

At the present time we have only one employee and primarily further our business
pursuits  through  the  use  of  consultants.  We  anticipate hiring several key
employees in early 2003.  Additional employees will be hired upon the successful
conclusion  of  our  clinical  studies  and  as  our  funding allows.  We cannot
determine  at  this  time  how  soon  additional  employees  will  be  hired.

At  August  31,  2002,  the Company had cash of $183,608.  To meet the projected
cash  flow needs of the Company, the board of directors has approved the private
placement  of  3,000,000  million  units at $2.00 per unit for total proceeds of
$6,000,000.  Each unit will consist of one share of common stock and one warrant
to purchase one share of common stock at the exercise price of $3.00, subject to
adjustment  .  The  warrants  will have an exercise term of 18 months.  Until we
obtain  the  use  of  proceeds  from  this private placement, we have sufficient
capital  to  pursue  our  business  plan  for  approximately  90  days.

Forward-Looking  Statements:
----------------------------
Many  statements made in this report are forward-looking statements that are not
based  on  historical  facts.  Because  these forward-looking statements involve
risks  and  uncertainties,  there  are important factors that could cause actual
results  to  differ  materially  from  those  expressed  or  implied  by  these
forward-looking  statements.  The forward-looking statements made in this report
relate  only  to  events  as  of  the  date  on  which  the statements are made.


                                       18


<PAGE>

Item  7.  Financial  Statements


                        Index to the Financial Statements
                     As of August 31, 2002 and 2001 and for
          For Each of the Two Years in the Period Ended August 31, 2002
--------------------------------------------------------------------------------



Report  of  Independent  Auditors                                       F-1

Balance  Sheets,  August  31,  2002  and  2001                          F-2

Consolidated  Statements  of  Loss  and  Deficit                        F-3

Consolidated  Statement  of  Cash  Flows                                F-4

Consolidated  Statements  of  Shareholders'  Equity                     F-5

Notes  to  the  Financial  Statements                                   F-6

                                       19
<PAGE>



                              COYOTE VENTURES CORP.
                          (A Development Stage Company)


                        CONSOLIDATED FINANCIAL STATEMENTS


                            AUGUST 31, 2002 AND 2001
                            (Stated in U.S. Dollars)


<PAGE>


                                AUDITORS' REPORT



To  the  Shareholders  of
Coyote  Ventures  Corp.
(A  development  stage  company)

We  have  audited  the  consolidated  balance sheets of Coyote Ventures Corp. (a
development  stage company) as at August 31, 2002 and 2001, and the consolidated
statements  of  loss  and deficit accumulated during the development stage, cash
flows,  and stockholders' equity for each of the two years then ended August 31,
2002,  and  for  the  period  from  inception, May 26, 2000, to August 31, 2002.
These  consolidated 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 United States of America generally
accepted auditing standards. Those standards require that we plan and perform an
audit  to  obtain reasonable assurance whether the financial statements are free
of  material  misstatement.  An  audit  includes  examining,  on  a  test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit  also  includes  assessing  the accounting principles used and significant
estimates  made  by  management,  as  well  as  evaluating the overall financial
statement  presentation.  We  believe that our audit provides a reasonable basis
for  our  opinion.

In  our  opinion, these consolidated financial statements present fairly, in all
material  respects,  the financial position of the Company as at August 31, 2002
and  2001,  and  the results of its operations and cash flows for the years then
ended,  and  for the period from inception, May 26, 2000, to August 31, 2002, in
accordance  with  United  States  of  America  generally  accepted  accounting
principles.

The  accompanying  financial  statement  have been prepared assuming the Company
will  continue  as  a going concern.  As discussed in Note 1(c) to the financial
statements, the Company incurred a net loss of $183,278 since inception, has not
attained  profitable  operations  and  is  dependent  upon  obtaining  adequate
financing to fulfil its development activities.  These factors raise substantial
doubt  that  the  Company  will  be  able  to  continue  as  a  going  concern.
Management's  plans  in regard to these matters are also discussed in Note 1(c).
The  financial  statements do not include any adjustments that might result from
the  outcome  of  this  uncertainty.



Vancouver,  B.C.                                           /s/  Morgan & Company
November  5,  2002                                         Chartered Accountants



<PAGE>



                              COYOTE VENTURES CORP.
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEETS
                            (Stated in U.S. Dollars)


<TABLE>
<CAPTION>

--------------------------------------------------------------------------------
                                                AUGUST  31
                                          2002            2001
--------------------------------------------------------------------------------
<S>                               <C>                   <C>
ASSETS

Current
  Cash                            $           183,608   $ 23,592
  Prepaid expenses                              1,554          -
                                  --------------------  ---------
                                              185,162     23,592
Equipment (Note 3)                             10,991          -
Intangible Asset (Note 4)                      20,000          -
                                  --------------------  ---------
                                  $           216,153   $ 23,592
================================================================================

LIABILITIES

Current
  Accounts payable and accrued
   liabilities                    $            49,591   $ 30,867

Loan Payable (Note 5)                               -     10,000
Promissory Note Payable
 (Note 6)                                           -     20,000
                                  --------------------  ---------

                                               49,591     60,867
                                  --------------------  ---------

STOCKHOLDERS' EQUITY

Capital Stock
  Authorized:
    100,000,000 Common shares,
    par value $0.001 per share

  Issued and outstanding:
    12,025,000 (2001 -
    11,575,000) Common shares                  12,025     11,575

  Additional paid-in capital                  417,975     43,425

Deficit Accumulated During
The Development Stage                        (183,278)   (92,275)
                                  --------------------  ---------

                                              246,722    (37,275)
                                  --------------------  ---------
Less:  Subscriptions Receivable               (80,160)         -
                                              166,562    (37,275)
                                  --------------------  ---------
                                  $           216,153   $ 23,592
================================================================================
Nature Of Operations (Note 1)
</TABLE>





<PAGE>


                              COYOTE VENTURES CORP.
                          (A Development Stage Company)

                   CONSOLIDATED STATEMENTS OF LOSS AND DEFICIT
                            (Stated in U.S. Dollars)


<TABLE>
<CAPTION>

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

                                                                  INCEPTION
                                                                    MAY 26
                                                YEARS ENDED         2000 TO
                                                 AUGUST 31         AUGUST 31
                                            2002          2001        2002
--------------------------------------------------------------------------------
<S>                                     <C>           <C>           <C>
Expenses
  Amortization                          $     1,331   $         -   $  1,331
  Consulting fees                            32,436        11,000     43,436
  General and administrative                 11,711           361     12,072
  Investor relations                          3,190             -      3,190
  Mineral property option
   payments                                  10,000           500     15,500
  Mineral property exploration
   expenditures                               4,000         6,908     12,273
  Professional fees                          27,500        55,084     93,243
  Stock transfer fees                           835           495      2,233
                                        -------------------------------------
Net Loss For The Period                      91,003        74,348   $183,278
                                                                    =========
Deficit Accumulated During
 The Development Stage,
 Beginning Of Period                         92,275        17,927
                                        --------------------------


Deficit Accumulated During
 The Development Stage,
 End Of Period                          $   183,278   $    92,275
==================================================================

Basic And Diluted Loss
 Per Share                              $     (0.01)  $     (0.01)
==================================================================

Weighted Average Number
 of Shares Outstanding                   11,581,250    11,575,000
==================================================================

<PAGE>


                           COYOTE VENTURES CORP.
                      (A Development Stage Company)

                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                        (Stated in U.S. Dollars)



<CAPTION>

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

                                                  INCEPTION
                                                    MAY 26
                               YEARS ENDED         2000 TO
                               AUGUST 31           AUGUST 31
                              2002       2001        2002
--------------------------------------------------------------------------------

<S>                         <C>        <C>        <C>

Cash Flows From
 Operating Activity
  Net loss for the period   $(91,003)  $(74,348)  $(183,278)
  Item not involving cash:
    Amortization               1,331          -       1,331

Adjustments To Reconcile
 Net Loss To Net
 Cash Used By
 Operating Activity
  Prepaid expenses            (1,554)         -      (1,554)
  Accounts payable and
   accrued liabilities        (1,276)    20,818      29,591
  Loan payable                     -     10,000           -
  Promissory note payable          -     20,000           -
                            --------------------------------

                             (92,502)   (23,530)   (153,910)
                            --------------------------------


Cash Flows From
Financing Activity
  Share capital issued       264,840          -     349,840
                            --------------------------------


Cash Flows From
 Investing Activity
  Purchase of equipment      (12,322)         -     (12,322)
                            --------------------------------


Increase (Decrease) In
 Cash                        160,016    (23,530)    183,608

Cash, Beginning Of Period     23,592     47,122           -
                            --------------------------------
Cash, End Of Period         $183,608   $ 23,592   $ 183,608
============================================================

Supplemental Disclosure Of
 Cash Flow Information
  Accounts payable for
   patent cost accrued      $ 20,000   $      -   $  20,000
============================================================


</TABLE>





<PAGE>



                              COYOTE VENTURES CORP.
                          (A Development Stage Company)

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                                 AUGUST 31, 2002
                            (Stated in U.S. Dollars)


<TABLE>
<CAPTION>





                            COMMON STOCK
                    -----------------------------------
                                          ADDITIONAL
                                          PAID-IN
                     SHARES      AMOUNT   CAPITAL   DEFICIT     TOTAL
                    ----------------------------------------------------

<S>                 <C>         <C>      <C>       <C>         <C>
Shares issued for
 cash at $0.001
 (May 2000)          7,500,000  $ 7,500  $      -  $       -   $  7,500

Shares issued for
 cash at $0.01
 (June 2000)         4,000,000    4,000    36,000          -     40,000

Shares issued for
 cash at $0.10
 (August 2000)          75,000       75     7,425          -      7,500

Net loss for
 the period                  -        -         -    (17,927)   (17,927)
                    ----------------------------------------------------


Balance,
 August 31, 2000    11,575,000   11,575    43,425    (17,927)    37,073

Net loss for
 the year                    -        -         -    (74,348)   (74,348)
                    ----------------------------------------------------


Balance,
 August 31, 2001    11,575,000   11,575    43,425    (92,275)   (37,275)

Shares issued for
 cash at $0.50
 (August 2002)         150,000      150    74,850          -     75,000

Shares issued for
 cash at $1.00
 (August 2002)         300,000      300   299,700          -    300,000

Net loss for
 the year                    -        -         -    (91,003)   (91,003)
                    ----------------------------------------------------


Balance,
 August 31, 2002    12,025,000  $12,025  $417,975  $(183,278)  $246,722
                    ====================================================



</TABLE>




<PAGE>



                              COYOTE VENTURES CORP.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            AUGUST 31, 2002 AND 2001
                            (Stated in U.S. Dollars)



1.     NATURE  OF  OPERATIONS

a)     Organization

The  Company  was  incorporated in the State of Nevada, U.S.A., on May 26, 2000.

b)     Development  Stage  Activities

Coyote  Ventures  Corp. (the "Company") is currently a development stage company
under the provisions of Statement of Financial Accounting Standards ("SFAS") No.
7.  The  Company  is engaged in the business of developing technology related to
cancer  imaging  systems.

In  prior  years,  the Company had been primarily engaged in the acquisition and
exploration  of  mining  properties,  and was classified as an exploration stage
company.

Subsequent  to  August 31, 2002, the Company incorporated a wholly-owned British
Columbia  subsidiary,  August Research Corp., to complete the development of the
technology.

c)     Going  Concern

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.

As  shown  in  the accompanying financial statements, the Company has incurred a
net  loss of $183,278 for the period from May 26, 2000 (inception) to August 31,
2002, and has no sales.  The future of the Company is dependent upon its ability
to  obtain  financing and upon future profitable operations from the development
of  its  technology.  Management  has plans to seek additional capital through a
private  placement  and  public  offering  of  its  common stock.  The financial
statements  do  not  include  any adjustments relating to the recoverability and
classification  of  recorded  assets,  or  the  amounts of and classification of
liabilities  that might be necessary in the event the Company cannot continue in
existence.





<PAGE>



                              COYOTE VENTURES CORP.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            AUGUST 31, 2002 AND 2001
                            (Stated in U.S. Dollars)



2.     SIGNIFICANT  ACCOUNTING  POLICIES

The  financial  statements  of the Company have been prepared in accordance with
generally  accepted  accounting  principles  in  the  United  States.  Because a
precise  determination  of  many assets and liabilities is dependent upon future
events,  the  preparation  of  financial  statements  for  a  period necessarily
involves  the  use  of  estimates  which have been made using careful judgement.

The  financial  statements have, in management's opinion, been properly prepared
within  reasonable  limits  of  materiality  and  within  the  framework  of the
significant  accounting  policies  summarized  below:

a)     Consolidation

These  financial  statements  include  the  accounts  of  the  Company  and  its
wholly-owned  subsidiary,  Coyote-Flint  Exploration  Corp.,  a British Columbia
corporation.

b)     Equipment

Equipment  is recorded at cost.  Amortization of office equipment and laboratory
equipment  is calculated on a straight-line basis at annual rates of 30% and 20%
respectively.

c)     Intangible  Asset

The  Company continually monitors its intangible assets to determine whether any
impairment  has  occurred.  In  making  such determination with respect to these
assets,  the  Company  evaluates  the  performance  on an undiscounted cash flow
basis,  of  the  intangible  assets  or  group  of assets, which gave rise to an
asset's  carrying  amount.  Should  impairment  be  identified,  a loss would be
reported  to  the extent that the carrying value of the related intangible asset
exceeds  the  fair value of that intangible asset using the discounted cash flow
method.  The  Company has not amortized intangible assets as operations have not
commenced.

d)     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 for the reporting period.  Actual
results  could  differ  from  these  estimates.




<PAGE>


                              COYOTE VENTURES CORP.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            AUGUST 31, 2002 AND 2001
                            (Stated in U.S. Dollars)



2.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

e)     Foreign  Currency  Translation

The  Company's  functional currency is the U.S. dollar.  Transactions in foreign
currency  are  translated  into  U.S.  dollars  as  follows:

     i)   monetary  items  at  the  rate  prevailing  at the balance sheet date;
     ii)  non-monetary  items  at  the  historical  exchange  rate;
     iii) revenue  and  expense  at  the  average  rate  in  effect  during  the
          applicable  accounting  period.

f)     Stock  Based  Compensation

The  Company  accounts  for  stock  based  employee  and  director  compensation
arrangements  in  accordance  with  provisions  of  Accounting  Principles Board
("APB") Opinion No. 25 - "Accounting for Stock Issued to Employees", and related
interpretations,  and  complies with the disclosure provisions of SFAS No. 123 -
"Accounting  for  Stock  Based  Compensation".  Under  APB  No. 25, compensation
expense  is  based  on  the difference, if any, on the date the number of shares
receivable  is  determined,  between  the  estimated fair value of the Company's
stock  and  the  exercise  price  of options to purchase that stock. Stock based
compensation  arrangements  for  others  are recorded at their fair value as the
services  are  provided  and  the  compensation  earned.

g)     Income  Taxes

The  Company  has  adopted Statement of Financial Accounting Standards No. 109 -
"Accounting  for Income taxes" (SFAS 109).  This standard requires the use of an
asset  and  liability approach for financial accounting, and reporting on income
taxes.  If it is more likely than not that some portion or all of a deferred tax
asset  will  not  be  realized,  a  valuation  allowance  is  recognized.

h)     Basic  and  Diluted  Loss  Per  Share

In  accordance  with  SFAS  No.  128  - "Earnings Per Share", the basic loss per
common  share  is computed by dividing net loss available to common stockholders
by  the  weighted average number of common shares outstanding.  Diluted loss per
common  share is computed similar to basic loss per common share except that the
denominator  is increased to include the number of additional common shares that
would  have  been outstanding if the potential common shares had been issued and
if  the additional common shares were dilutive.  At August 30, 2002, the Company
has  no  common  stock  equivalents  that were anti-dilutive and excluded in the
earnings  per  share  computation.


<PAGE>


                              COYOTE VENTURES CORP.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            AUGUST 31, 2002 AND 2001
                            (Stated in U.S. Dollars)



2.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

I)     Mineral  Property  Option  Payments  and  Exploration  Costs

The  Company  expenses  all  costs related to the maintenance and exploration of
mineral claims in which it has secured exploration rights prior to establishment
of  proven  and probable reserves.  To date, the Company has not established the
commercial  feasibility  of  its exploration prospects, therefore, all costs are
being  expensed.

j)     Recent  Accounting  Pronouncements

In  August 2001, the FASB issued SFAS No. 143 - "Accounting for Asset Retirement
Obligations".  SFAS  No.  143 requires that the fair value of a liability for an
asset  retirement obligation be recognized in the period in which it is incurred
if  a  reasonable  estimate  of  fair  value  can be made.  The associated asset
retirement  costs  are  capitalized  as  part  of  the  carrying  amount  of the
long-lived  assets.  The  Company is required to adopt SFAS No. 143 on September
1,  2002,  and  it  does  not  believe  the adoption of SFAS No. 143 will have a
material  effect  on  its  financial  statements.

In  October  2001, the FASB issued SFAS No. 144 - "Accounting for the Impairment
or  Disposal  of Long-Lived Assets", which supersedes SFAS No. 121 - "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of", and provides a single accounting model for long-lived assets to be disposed
of.  The  Company is required to adopt SFAS No. 144 on September 1, 2002, and it
does not believe the adoption of SFAS No. 144 will have a material effect on its
financial  statements.


3.     EQUIPMENT

                                         2002          2001
                                    ------------------------
Office  equipment                   $     2,481     $     -
Laboratory  equipment                     9,841           -
                                    ------------------------
                                         12,322           -
Less:  Accumulated  amortization         (1,331)          -
                                    ------------------------

                                    $     10,991     $    -
                                    ------------------------


<PAGE>


                              COYOTE VENTURES CORP.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            AUGUST 31, 2002 AND 2001
                            (Stated in U.S. Dollars)



4.     INTANGIBLE  ASSET

Pursuant  to  a  sale  agreement  dated  August 16, 2002, the Company acquired a
United  States  Patent  for  direct  viewing of induced tissue fluorescence by a
human viewer through an endoscope (the "Technology").  The Technology is subject
to  a  royalty  of  0.75%  in  favour of the British Columbia Cancer Foundation.

In  addition, the acquisition is subject to a provision requiring the Company to
return  the  Technology  to  the  vendor  should  the  Company  fail to complete
financing to raise net proceeds of $200,000 within 90 days of the agreement, and
a  further $800,000 within 180 days of the agreement.  The Company has fulfilled
the  first  provision by completing a private placement of 300,000 common shares
at  $1.00  per  share  prior  to  year  end.


5.     LOAN  PAYABLE

The  loan  payable represents an advance by a party related to an officer of the
Company.  The  loan  is  interest  free  and has no specific terms of repayment.


6.     PROMISSORY  NOTE  PAYABLE

The  promissory  note bears interest at 5% per annum and is repayable in full on
or  before  December 31, 2002.  The note is due to a party related to an officer
of  the  Company.


7.     CONTINGENCY

Intangible  Asset

The  Company's  intangible  asset has been acquired pursuant to a sale agreement
subject  to  certain financing conditions.  In order to retain its interest, the
Company  must  satisfy  the  terms  of  the  sale agreement described in Note 4.


8.     MINERAL  PROPERTY  INTEREST

During the year, the Company held an option agreement to acquire a 100% interest
in  a  mineral  claim  block  located  in  the Slocan Mining Division of British
Columbia,  Canada, for consideration consisting of staged cash payments ($15,500
paid),  and  exploration  expenditures  totalling  $677,000  ($12,273  paid)  by
December  31,  2002.



<PAGE>


                              COYOTE VENTURES CORP.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            AUGUST 31, 2002 AND 2001
                            (Stated in U.S. Dollars)



8.     MINERAL  PROPERTY  INTEREST  (Continued)

The  option agreement was terminated on June 30, 2002.  The Company is no longer
pursuing  mineral  exploration  activities  and  has  focused  on developing new
business  opportunities.


9.     RELATED  PARTY  TRANSACTIONS

During  the year ended August 31, 2002, the Company incurred consulting expenses
of  $18,423  (2001  -  $11,000)  to  directors  and  officers.

As  at  August  31,  2002,  the Company has $23,460 (2001 - $11,000) in accounts
payable  owing  to  a  director  and  officer.


10.     SUBSEQUENT  EVENTS

Subsequent  to  August  31,  2002,  the Company adopted a stock option plan (the
"Plan")  pursuant to which the directors may grant a maximum of 1,736,250 common
stock  options  to officers, key employees and consultants.  The Company granted
1,735,000  fully vested incentive stock options allowing the holders to purchase
one common share of the Company at $2.50 per share for a term expiring September
9,  2004.

Subsequent  to  August  31,  2002, the Company entered in an option agreement to
acquire  certain  patents  for  cash  consideration of $20,000 upon signing, and
$180,000  by  January  30,  2003.

Subsequent  to  August  31, 2002, the Company received payment of the $70,160 in
subscriptions  receivable  at  August  31,  2002.


<PAGE>

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

We  have  had  no  disagreements with our accountants on accounting or financial
disclosures.


                                    PART III

Item  9.  Directors  and  Executive  Officers  of  the  Registrant

The  following  table sets forth the names, ages, and positions with the Company
for  each  of  the  directors  and  officers  of  the  Company.
<TABLE>
<CAPTION>



Name                    Age        Position (1)       Since
--------                -------    ----------------  -------
<S>                     <C>      <C>                 <C>
Scott C. Houghton       34         President and         2000
                                   Director

John Manker             34         Vice-President and    2000
                                   Director

Korina Houghton         34         Secretary/treasurer   2002
                                   and Director

Peter Whitehead         33         Vice-President and    2002
                                   Director

Arnold Howardson.       57         Senior Vice-President 2002

</TABLE>



(1)  All  executive  officers are elected by the Board and hold office until the
     next  Annual Meeting of shareholders and until their successors are elected
     and  agree  to  serve.

Scott  C.  Houghton.  Scott  C.  Houghton  was  appointed  as  a director and as
president  on May 26, 2000.   Mr. Houghton holds a Mechanical Engineering degree
from  the  University  of  New  Brunswick.  From  December 1997 to May 2000, Mr.
Houghton  was  the  president  and  a director of Universal Domains Incorporated
(formerly Four Crown Foods Inc.) a wholesale distributor of seafood products and
public  company  that  trades  on  the  OTC  Bulletin Board.  From March 1995 to
September 1997, Mr. Houghton worked as the vice president of corporate relations
for  A.A.N. Holdings, Ltd, a corporate management company. Besides his work with
Coyote  since  May  of 2000, Mr. Houghton


                                       20

<PAGE>

has  been  working  as  an  unpaid campaign coordinator for the Liberal Party in
Canada  and  managing  his  personal  investment  portfolio.

John  Manker.  John Manker was appointed as a director and vice-president on May
27, 2000.  From September 2000 to the present time, Mr. Manker has been employed
as  an  telecommunications  technician  at  Lucent  Technologies.  A
telecommunications  technician  acts  as  a  systems  integrator,  working  with
software,  hardware  and  data  lines used in telecommunications.  From February
2000  to  September  2000,  Mr.  Manker  was a telecommunications technician for
Teksystems  Inc.  From September 1997 to December 1999, Mr. Marker was a student
at  University  of  Western  Washington,  receiving  his degree in economics and
telecommunications.  From December 1995 to August 1997, Mr. Manker was a project
mine  manager  with  Arimex  International  Mining  Corp.

Korina  Houghton.  Korina  Houghton received her Bachelor of Science Degree from
the  University of New Brunswick in 1993 and has held a number of communications
and  environmental planning positions throughout British Columbia.  In addition,
she  is  active  in  a  number  of  charitable  foundations  and established The
Foundation  of  Hope  for  Children's  Hospitals,  a  BC based charity, in 1998.

Peter  Whitehead.  Peter  Whitehead brings several years of experience in cancer
research  and  biophysics  with  the  British Columbia Cancer Association (BCCA)
combined  with  expertise  in  biomedical  product  development  in the field of
cardiology.  He  has  been  published  in  Circulation,  the  world's  largest
peer-review  cardiology  journal,  has  invented and patented fluorescence image
based  cardiac  transplant  rejection  monitor  products, and was the founder of
Biomax  Technologies, a BC based medical device company focused on the detection
of  rejection  in  transplanted  hearts.

Arnold  Howardson.  Arnold Howardson is Senior Vice-President of the Company and
has  served in this capacity since October 16, 2002.  For the past  25 years Mr.
Howardson  has  been  the  president  of  Olympic  Power  and  Engineering Corp.

Section  16(A)  Beneficial  Ownership  Reporting  Compliance

The  following  persons  have  failed to file, on a timely basis, the identified
reports  required  by  Section  16(a) of the Exchange Act during the most recent
fiscal  year:
                                   Number    Transactions   Known Failures
                                   Of late   Not Timely     To File a
Name and principal position        Reports   Reported       Required Form
---------------------------        -------   ------------   --------------

Scott  C.  Houghton                   2            0             0
John  Manker                          1            0             0
Korina  Houghton                      3            0             0
Peter  Whitehead                      0            0             0
Arnold  Howeardson                    0            0             0



                                       21

<PAGE>


Item  10.  Executive  Compensation

There was no compensation paid to any officer or director during the fiscal year
ended  August  31,  2002,  nor  prior  to  that  time  since  inception.

The  Company  has  entered  into  a  three  year  employment  contact with Peter
Whitehead.  Under  the  contract,  Mr. Whitehead will receive a $5,000 per month
consulting  fee  for  the  first  six  months.  For the second six months of the
contract  he  will  be  paid  a  salary based on an annualized rate of $150,000.
Thereafter  he  will  be  paid a salary based on an annualized rate of $175,000.
The  salary is subject to annual review based on performance but the salary will
not  be  reduced  below  the  rates  stated  above.

The  Company  may negotiate compensation arrangements with other officers as its
business  develops.

Item  11.  Security  Ownership  of  Certain  Beneficial  Owners  and  Management

The following table sets forth as of November 7, 2002, the number and percentage
of  the  outstanding  shares of common stock which, according to the information
supplied  to  Coyote Ventures, were beneficially owned by (i) each person who is
currently a director of  Coyote Ventures, (ii) each executive officer, (iii) all
current  directors and executive officers of Coyote Ventures as a group and (iv)
each  person who, to the knowledge of Coyote Ventures is the beneficial owner of
more  than  5%  of the outstanding common stock.  Except as otherwise indicated,
the  persons  named  in  the  table  have sole voting and dispositive power with
respect  to  all  shares  beneficially owned, subject to community property laws
where  applicable.
<TABLE>
<CAPTION>


                                           Name  and  address       Amount  of             Percent
Title of class                             of beneficial owner      beneficial ownership   of class(1)
--------------------------------------  --------------------------  ---------------------  -----------
<S>                                     <C>                         <C>                    <C>
Common Stock                            Scott C. Houghton             2,780,000 shares(2)     22.7%(3)
                                        1201 West Pender Street
                                        Suite 202
                                        Vancouver, BC  V6E 2V2

Common Stock                            John Manker                      60,000 shares(4)     00.5%(3)
                                        Box 73575
                                        1014 Robson Street
                                        Vancouver, BC  V6E 4L9

Common Stock                            Korina Houghton               2,780,000 shares(5)     22.7%(3)
                                        1238 Melville Street, Suite 1205
                                        Vancouver, BC  V6E 4N2

                                       22

<PAGE>


Common Stock                            Arnold Howardson              2,100,000 shares(6)     17.2%(3)
                                        6131 Greenwood Place
                                        Nanaimo, BC  V9V 1K6

Common Stock                            Peter Whitehead               1,675,000 shares(7)     13.7%(3)
                                        2440 Queens Avenue
                                        West Vancouver, BC  V7V 2Y6

Common Stock                            Nick MacKinnon                1,700,000 shares(8)     13.9%(3)
                                        2267 Marstrand Avenue
                                        Vancouver, BC  V6K 2H8

Common Stock                            All Officers and Directors    6,615,000 shares(9)    52.4%(10)
                                        as a Group that consists of
                                        five people
</TABLE>



(1)  The  percent  of class is based on 12,025,000 shares of common stock issued
     and  outstanding  as  of  November  7,  2002.
(2)  Of  the  shares represented, 2,500,000 are in the name of Scott C. Houghton
     and 60,000 shares are in the name of his wife, Korina Houghton, of which he
     is  deemed  to  be  the  beneficial  owner.  Also  in  the number of shares
     represented,  220,000 represent options to purchase common shares. Of these
     options,  195,000  are held in the name of Scott C. Houghton and 25,000 are
     held  in  the  name  of  Korina  Houghton.
(3)  Percentage  is  calculated  assuming  the options beneficially held by this
     securities  holder  (but  only  this  holder)  have  been  exercised.
(4)  Of  the  shares  represented,  50,000  are  held by Mr. Manker outright and
     10,000  represent  options  to  purchase  common  shares.
(5)  Of  the  shares  represented, 60,000 are in the name of Korina Houghton and
     2,500,000  shares  are  in  the  name of her husband, Scott C. Houghton, of
     which  she  is  deemed  to  be  the beneficial owner. Also in the number of
     shares represented, 220,000 represent options to purchase common shares. Of
     these  options,  25,000 are held in the name of Korina Houghton and 195,000
     are  held  in  the  name  of  Scott  C.  Houghton.
(6)  Of the shares represented, 1,900,000 are held by Mr. Howardson outright and
     200,000  represent  options  to  purchase  common  shares.
(7)  Of the shares represented, 1,500,000 are held by Mr. Whitehead outright and
     175,000  represent  options  to  purchase  common  shares.
(8)  Of the shares represented, 1,500,000 are held by Mr. MacKinnon outright and
     200,000  represent  options  to  purchase  common  shares.
(9)  Of  the  shares  represented,  6,010,000  are  held  outright  and  605,000
     represent options to purchase common shares. The shares and options held by
     Scott  C.  Houghton  and Korina Houghton have only been included once, even
     though  they  are  the  beneficial  holder  of the securities of the other.

                                       23

<PAGE>


(10) Percentage  is  calculated  assuming  the  options held by the officers and
     directors  have  been  exercised.

Item  12.  Certain  Relationships  and  Related  Transactions

There have been no transactions by the Company within the last two years where a
director,  officer  or  shareholder  of  the  Company,  had a direct or indirect
interest  other  than  the  following:

On  September  9,  2002,  the  Company  granted  incentive  stock options to its
officers  and  directors  as  follows:

Name                                  Options  Granted
----                                  ----------------

Scott  C.  Houghton                    195,000
John  Manker                            10,000
Korina  Houghton                        25,000
Peter  Whitehead                       175,000
Arnold  Howardson                      200,000

Each  option  is for the purchase of one share of common stock of the Company at
the exercise price of $2.50 per share.  The options expire on September 6, 2004.

On  August  16,  2002,  Korina Houghton, a director and executive officer of the
Company  purchased  60,000 shares of common stock of the Company at the purchase
price  of  $0.50  per  share  in  a  Regulation  S  offering  of  the  Company.

On  August  16, 2002, Mr. Nick MacKinnon, a shareholder of the company owning in
excess  of  10%  of  the  issued  and  outstanding common shares of the Company,
transferred  to  the Company certain surveyor technology in exchange for $20,000
which  has  been  paid  to Mr. MacKinnon by the Company.  Mr. MacKinnon has also
obtained  1,500,000 shares of common stock of the Company from a director of the
Company.  On  September  9, 2002, the Company granted incentive stock options to
Mr.  MacKinnon.  Each option is for the purchase of one share of common stock at
the exercise price of $2.50 per share.  The options expire on September 6, 2004.


                                       24

<PAGE>


                                     PART IV

Item  13.  Exhibits  and  Reports  on  Form  8-K

(a)  Reports  on  Form  8-K

On  July 9, 2002, the Company filed a Report on Form 8-K announcing under Item 2
of  that report that the  Company  did  not  make the $50,000 payment to John D.
MacPherson  which  was  due  on June 30, 2002 in order to maintain the Company's
interest  in the Flint Claim Group.  As a result the Company no longer holds any
interest  in  the  mining  prospect.

On August 30, 2002, the Company filed a Report on Form 8-K announcing under Item
2  of  that  report  that  the  Company  had acquired an interest in the medical
imaging  technologies  described  elsewhere  in  this  Form  10-KSB.

(b)  Exhibits

EXHIBIT
NUMBER     DESCRIPTION
----------------------------
3.1     Articles  of  Incorporation  (1)
3.2     Amended  By-Laws  (1)
4.1     Share  Certificate  (1)
10.1    Sale  of  Technology  Agreement  (2)
10.2    Option  Agreement  dated  September  9,  2002
10.3    BCCA  Royalty  Agreement
19.1    Definitive  Information  Statement  on  Schedule 14C (3)
99.1    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
99.2    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
(1)  Previously filed as an exhibit to the Company's Form SB-2/A on November 28,
     2001.
(2)  Previously  filed  as  an  exhibit  to the Company's Form 8-K on August 30,
     2002.
(3)  Previously filed with the Securities and Exchange Commission on December 6,
     2002.


Item  14.  Controls  and  Procedures.

As  required  by  Rule  13a-14  under  the  Securities Exchange Act of 1934 (the
"Exchange Act"), we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures within the 90 days prior
to  the  filing  date of this report.  This evaluation was carried out under the
supervision  and with the participation of our Chief Executive Officer and Chief
Financial Officer, Mr. Scott C. Houghton.  Based upon that evaluation, our Chief
Executive  Officer  and  Chief  Financial  Officer concluded that our disclosure
controls  and procedures are effective in timely alerting

                                       25

<PAGE>

management  to  material  information  relating  to  us  which is required to be
included  in our periodic SEC filings. There have been no significant changes in
our  internal  controls  or  in  other  factors  that could significantly affect
internal  controls  subsequent  to  the  date  we  carried  out  our evaluation.

Disclosure  controls  and  procedures are controls and other procedures that are
designed  to  ensure that information required to be disclosed our reports filed
or  submitted  under  the  Exchange  Act  is recorded, processed, summarized and
reported,  within  the  time  periods  specified  in the Securities and Exchange
Commission's  rules  and  forms.  Disclosure  controls  and  procedures include,
without  limitation, controls and procedures designed to ensure that information
required  to  be  disclosed  in  our  reports  filed  under  the Exchange Act is
accumulated  and  communicated  to  management,  including  our  Chief Executive
Officer  and  Chief  Financial  Officer,  to  allow  timely  decisions regarding
required  disclosure.


                                       26

<PAGE>


                                   SIGNATURES

In  accordance  with  Section  13  or 15(d) of the Securities Exchange Act,  the
registrant  caused  this  report  to be signed on its behalf by the undersigned,
thereunto  duly  authorized.

                   Coyote  Ventures  Corp.,  a  Nevada  Corporation

                   By: /s/ Scott  C.  Houghton
                       ----------------------------------------
                       Scott  C.  Houghton,  President
                       Date:  December  13,  2002

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




/s/ Scott  C.  Houghton
-----------------------------------------
Scott  C.  Houghton                       Date:     December  13,  2002
Principal  Executive  Officer,
Principal  Accounting  Officer,
and  Director


/s/ Korina  Houghton
-----------------------------------------
Korina  Houghton                          Date:     December  13,  2002
Principal  Financial  Officer
Director

/s/ Peter  Whitehead
-----------------------------------------
Peter  Whitehead                          Date:     December  13,  2002
Director

                                       27


<PAGE>



                                 CERTIFICATIONS

I,  Scott  C.  Houghton,  certify  that;

(1)  I  have reviewed this annual report on Form10-KSB of Coyote Ventures Corp.;

(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

                                       28

<PAGE>


          controls;  and

(6)  The  Registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether  or  not there were significant changes in internal
     controls  or  in  other  facts  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:   December  13,  2002    /s/ Scott  C.  Houghton
                               _______________________________
                               Scott  C.  Houghton
                               Principal  Executive  Officer


                                       29

<PAGE>


                                 CERTIFICATIONS

I,  Korina  Houghton,  certify  that;

(1)  I  have reviewed this annual report on Form10-KSB of Coyote Ventures Corp.;

(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

                                       30

<PAGE>


(6)     The Registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or  in  other facts 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:   December  13,  2002          /s/ Korina  Houghton
                                    _______________________________
                                    Korina  Houghton
                                    Principal  Financial  Officer



                                       31