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

[x] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the fiscal year ended December 31, 2005 [x]

Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

                 For the transition period from to

                  Commission file number 0-22934

                   ANIMAL CLONING SCIENCES, INC.
        (Exact name of small business issuer in its charter)
            Washington                         91-1268870
       (State or other jurisdiction         IRS Information
      of incorporation or organization)    Identification No.

        69930 Highway 111, Suite 100, Rancho Mirage, CA     92270
        (Address of principal executive offices)          (Zip Code)

                           (760) 219-2776
         Registrant's telephone number, including area code:

Securities registered pursuant to Section 12(b) of the Act:

Preferred Stock, no par value:  None.

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.
YES [ ]          NO [X]

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

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
Yes[X]     NO [ ]

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

State the aggregate market value of the voting stock held by non-
affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked prices of such common
equity, as of a specified date within the past 60 days: The Company
does not have an active trading market and it is, therefore, difficult,
if not impossible, to determine the market value of the stock.

Indicate the number of shares outstanding of each of the
issuer's classes of Common Equity, as of the latest practicable date.


Common Stock,                          no par value     142,894
Title of Class                        Number of Shares Outstanding
                                           at April 20, 2006

PART I

Item 1. Description of Business.

Animal Cloning Sciences, Inc. was incorporated on August 16, 1984 in
the state of Washington under the name Gold Valley, Inc. On October 4,
1993 the Company's shareholders authorized the issuance of preferred
stock, adopted a stock option plan and ratified a reverse stock split.

On November 14, 2000, the Company changed its name to Animal Cloning
Sciences, Inc. to reflect the direction of the firm's efforts.  The
Company had been conducting research on cloning horses and evaluating
license agreements to distribute equine DNA for equine clones. The
Company was focusing its research on a cloning method that would lend
itself to commercialization of equine cloning.

In early 2003, the Company was informed by the USDA that its license to
import frozen embryos, which was expected to be issued, would not be
forthcoming because of concerns arising due to the tragic events
occurring on September 11, 2001.  As a result, the Company ceased its
efforts at cloning and disposed of assets used for cloning in the third
quarter of 2003.  For full details on these matters, please refer to
the Company's Form 10-QSB for the quarter ended September 30, 2003, and
Form 10-KSB for the year ended December 31, 2003.

As of September 3, 2003, the Company is considered to have re-entered
the development stage.  Since 2003, the Company has neither generated
revenues nor conducted any operations.  The Company's only activity is
the incurrence of general and administrative expenses to maintain its
status as a reporting company with the SEC.  The Company's current
business plan is to locate a suitable candidate for merger or
acquisition.

Employees.

The Company has no employees.  The officers of the Company do not work
exclusively for the Company.



Subsidiaries.

The Company's only subsidiary, Societe Financiere de
Distribution, Geneva, SA, was dissolved with the liquidation of the
Company's cloning assets during the quarter ended September 30,
2003.

Item 2. Description of Property

With the closing of and disposition of the Company's ranch and equine
cloning operations, the Company's headquarters were relocated in early
2006 to Rancho Mirage, CA in an office furnished free of charge by Mr.
Dempsey Mork, the Company's CEO.

Item 3. Legal Proceedings

None

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

None


PART II

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

There is not currently a public trading market for the Company's
securities.  As of December 31, 2005, there were 142,894 common shares
and no preferred shares issued and outstanding.  No dividends have been
declared or paid on the Company's securities, and it is not anticipated
that any dividends will be declared or paid in the foreseeable future.
As of December 31, 2005, there were approximately 166 common
shareholders of record.

Item 6.   Management's Discussions and Analysis or Plan of Operations

The following discussion regarding the financial statements of the
Company should be read in conjunction with the financial statements and
notes thereto included in this Form 10-KSB and the prior reports for
fiscal year 2005.

No significant business activity was conducted by the Company during
the fiscal year 2005.  As a result, no income was earned by the Company
in 2005 and there was no cash at the end of the year.

The primary activity of the Company will involve seeking merger or
acquisition candidates it can acquire or with whom it can merge.  The
Company has not selected any company for acquisition or merger and does
not intend to limit potential acquisition candidates to any particular
field or industry, but does retain the right to limit acquisition or
merger candidates, if it so chooses, to a particular field or industry.

Our prospects must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in their early stages
of development, particularly companies in new and rapidly evolving
markets.  We will encounter various risks in implementing and executing
our business strategy.  We can provide no assurance that we will be
successful in addressing such risks, and the failure to do so could
have a material adverse effect on our business.

The Company does not intend to make any loans to any prospective merger
or acquisition candidate, or to any unaffiliated third parties.

The officers and directors of the Company are currently involved in
other activities and will devote only a portion of their time to the
specific business affairs of the Company until such time as a merger or
acquisition candidate has been determined.  At such a time, they expect
to spend the necessary time and effort to investigate and finalize any
merger or acquisition.

The Company intends to structure a merger or acquisition in such manner
as to minimize federal and state tax consequences to the Company and
the target company.

Capital and Source of Liquidity.

During the third quarter of 2003, the Company sold its ranch and equine
cloning facilities, which were originally purchased during the first
quarter of 2002 through the issuance of its note payable and the
assumption of long-term debt.  The Company has not engaged in any
investing activities since then.

Plan of Operations

The Company has not engaged in any material operations or had any
operations during the past two fiscal years.  In 2005 and 2004, the
Company generated no revenues, and incurred administrative expenses of
$12,500 and $9,375, respectively.  In 2003, the Company generated no
revenues and had a net loss of $698,806.

We do not expect to purchase any significant equipment for the
foreseeable future.

We do not expect any significant changes in the number of employees in
the next twelve months.

We do not currently provide any services and have not generated any
revenues, and we do not expect to generate revenues for the foreseeable
future, nor do we anticipate incurring any significant expenses.
Therefore, we will continue to operate on a minimal budget. Any
expenses incurred will be paid for by our officers and directors and
reimbursed once a merger or acquisition transaction takes place and we
start generating cash flows.  We intend to limit our operations to
seeking merger and acquisition candidates, and don't believe it is
necessary to raise any additional funds during the next twelve months.

Item 7.   Financial Statements and Supplementary Financial Data.

See attached financial statements.

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

In September 2005, we engaged Pritchett, Siler & Hardy, Salt Lake City,
UT, to be our independent auditor, replacing our previous auditor, Mr.
David Winings, CPA, Palm Desert, CA.  This change was made in order to
comply with SEC Regulations, which require that all public companies
have a PCAOB registered accountant audit and certify year-end financial
statements.  Mr. Winings was not registered with the PCAOB.  No Form 8-
K was filed in connection with this change in auditors.  The decision
to change our independent auditor was approved by our Board of
Directors.

On April 10, 2006, we engaged Child, Van Wagoner & Bradshaw, PLLC, of
Salt Lake City, Utah, to be our independent auditor, replacing
Pritchett, Siler & Hardy.  A Form 8-K was subsequently filed on April
13, 2006 indicating the change in auditor.  The decision to change our
independent auditor was approved by our Board of Directors.

None of the reports of Mr. Winings or Pritchett, Siler & Hardy
(collectively 'the Prior Auditors') on our financial statements for
either of the past two years or subsequent interim period contained an
adverse opinion or disclaimer of opinion, or was qualified or modified
as to uncertainty, audit scope or accounting principles.

There were no disagreements between us and the Prior Auditors for
either of the past two years or subsequent interim period on any matter
of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which, if not resolved to the
satisfaction of the Prior Auditors, would have caused it to make
reference to the subject matter of the disagreement in connection with
its report.  No reportable events of the type described in item
304(a)(1)(iv)(B) of Regulation S-B occurred during the two most recent
fiscal years.

Item 8A.   Controls and Procedures.

Evaluation of The Company's Disclosure Controls.

As of the end of the period covered in this Form 10-KSB, the Company's
principal executive officer and principal financial officer have
evaluated the effectiveness of the Company's "Disclosure Controls and
Procedures" ("Disclosure Controls").   Disclosure Controls, as defined
in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are procedures that are designed with the
objective of ensuring that information required to be disclosed in our
reports filed under the Exchange Act, such as this Form 10-KSB, is
recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's (SEC) rules and
forms. Disclosure Controls are also designed with the objective of
ensuring that such information is accumulated and communicated to our
management, including the CEO and CFO, as appropriate to allow timely
decisions regarding required disclosure.

The Company's management, including the CEO and CFO, does not expect
that our Disclosure Controls will prevent all error and all fraud. A
control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the
control system are met. Further, the design of a control system must
reflect the fact that there are resource constraints, and the benefits
of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of
fraud, if any, within the company have been discovered.

The CEO and CFO have made an evaluation of the Disclosure Controls and
procedures relating to the annual report on Form 10-KSB for the year
ended December 31, 2005 as filed with the SEC, and have judged such
controls and procedures to be effective as of December 31, 2005, the
evaluation date.

There have not been any significant changes in the internal controls of
the Company or other factors that could significantly affect internal
controls relating to the Company since the evaluation date.

Item 8b.  Other Information

None

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(A) of the Exchange Act.

The members of the Board of Directors of the Company serve until the
next annual meeting of stockholders, or until their successors have
been elected.  No annual meeting has been set.  The names and positions
of the present directors and officers of the Company are set forth
below:

     Name          Age          Position

Dempsey K. Mork     64     Chief Executive Officer
                               and Director

Riccardo Mortara    56     President and Director

Norbert L. LeBoeuf  77     Secretary & Chief Financial
                             Officer and Director


Business Experience of Directors/Executive Officers:

Riccardo Mortara has been President and a Director of the Company since
June 1993. Mr. Mortara is the managing director of Societe Financiere
du Seujet, Geneva, Switzerland, a company which provides portfolio
management and financial services to banks, corporations, and high net-
worth individuals primarily in Europe. Between the years of 1984 and
1991, Mr. Mortara was a director of a Geneva private portfolio
management company in which he still is a co-owner. Mr. Mortara
currently serves on the boards of five financial services companies,
and 2 publicly traded companies: Mediticnic, Inc. and Space Launches,
Inc.

Dempsey K. Mork has been the Chief Financial Officer and a Director of
the Company since December 1992 and was President from December 1992 to
June 1993. Mr. Mork is now Chief Executive Officer and Director of the
Company.  Mr. Mork's background includes corporate development, mergers
& acquisitions, and financial services, and he has been active in these
fields for the past 25 years. Mr. Mork is also an officer/director of
Magellan Capital Corporation, Knickerbocker Capital Corporation, China
Holdings, Inc., Apex Capital, Asian Financial, and North Star Ventures.

Norbert L. LeBoeuf is currently Secretary & Chief Financial Officer of
the Company.  Mr. LeBoeuf has served as controller for the Company
since June 1998.   His professional career includes three years with
the U.S. Marine Corps in Legal and Administrative Areas (1952-55) and
40 years in all areas of finance for small, medium and large (Fortune
500) companies, in electronics, manufacturing and aerospace.   Mr.
LeBoeuf retired in 1995 and has done accounting and tax consulting.
Since 1996, he has been controller and a director for various companies
associated with Mr. Mork.

Significant Employees.

The Company has no employees who are not executive officers.

Audit Committee.

The Board of Directors is the acting audit committee.  There is
currently no audit committee expert, as the Company does not have
available funds to compensate such an individual.

Code of Ethics.

The Company has not adopted a code of ethics that applies to the
Company's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing
similar functions.  The Company has not adopted such a code of ethics
because all of management's efforts have been directed to acquiring a
business for the Company; at a later time, the board of directors may
adopt such a code of ethics.

Item 10. Executive Compensation

During the period of 1995 through 2003 and in accordance with
compensation agreements then in effect, Mr. Riccardo Mortara and Mr.
Dempsey Mork (the Officers) had accumulated $1,020,000 in accrued
salaries.  As of December 31, 2005, $645,000 was still owed to the
Officers.
To date, no additional compensation has been provided to the officers
and directors.  There are currently no standard arrangements pursuant
to which the Company's directors are compensated for any services
provided as director.  No additional amounts are payable to the
Company's officers or directors for committee participation, special
assignments, or other services rendered in the normal course of
business.

Compliance with Section 16(A).

N/A

Item 11. Security Ownership of Certain Beneficial Owners and Management
Principal Shareholders.

The following table lists forth information on the beneficial ownership
of Company securities by executive officers, directors and those
persons beneficially holding more than 5% of the Company's total common
stock of 142,894 outstanding at December 31, 2005:

     Name and Address             Amount of Shares
     Of Beneficial                  Beneficially            Percent
     Ownership                         Owned*               of Class

Dempsey K. Mork                         13,629               9.5%
69930 Highway 111, Suite 100
La Quinta, CA 92270

Riccardo Mortara                        24,207                17%
14 Quai Du Seujet
CH-1201 Geneva
Switzerland

Robert J. Filiatreaux                    7,928                5.5%
77-545 Chillon
La Quinta, CA  92253

Total                                   45,764                 32%


Item 12. Certain Relationships and Related Transactions

In March 2002, the Company entered into a $150,000 convertible
promissory note with an entity affiliated with the Company's CEO.  The
note is convertible at a rate of $.05 per share at the option of the
holder for a total of 3,000,000 shares of common stock.  Interest of 5%
is accrued on the principal quarterly. If not sooner converted into
common stock, the principal and interest are due March 1, 2007.  At
December 31, 2005, the Company had accrued $28,125 in interest.
Current year interest expense was $7,500.

The Company's officers and directors have resolved to provide for
various expenses incurred by the Company with only minimal repayment
due at the time a merger or acquisition is effected and cashflows are
available.  These expenses consist of, but are not limited to
accounting, filing requirements, and management services.  At December
31, 2005, the Company had accumulated $3,375 in such fees payable to
its officers and directors.

Certain conflicts of interest now exist and will continue to exist
between the Company and its officers and directors due to the fact that
each has other business interests to which he devotes his primary
attention.  Each officer and director may continue to do so
notwithstanding the fact that management time should be devoted to the
business of the Company. No procedures have been adopted to resolve
such conflicts of interest.



Item 13.  Exhibits and Reports on Form 8-K

(a)       The Exhibits listed below are filed as part of this Annual
Report.

Exhibit No.
- --------------

3.1       Articles of Incorporation (Incorporated by reference from
Registration Statement on Form 10-SB previously filed with the
Securities and Exchange Commission).

3.2       Bylaws (Incorporated by reference from Registration Statement
on Form 10-SB previously filed with the Securities and Exchange
Commission).

31.1     Certification Under Section 302 of the Sarbanes-Oxley Act of
2002

31.2     Certification Under Section 302 of the Sarbanes-Oxley Act of
2002

32.1     Certification Under Section 906 of the Sarbanes-Oxley Act of
2002

32.2      Certification Under Section 906 of the Sarbanes-Oxley Act of
2002

(b)       The Corporation did not file a report on Form 8-K during the
quarter ended December 31, 2005.

ITEM 14. Principal Accountant Fees and Services

All audit and related services are approved by the Board of Directors
(the acting audit committee) prior to the rendering of services.

Audit Fees

The fees incurred during the years ending December 31, 2005 and 2004
for professional services rendered by our principal accountants,
Pritchett, Siler & Hardy (2005) and Mr. David Winings (2004), for the
audits of our annual financial statements and review of our quarterly
financial statements totaled $3,500 and $0, respectively.

Audit-Related Fees

The Company did not incur any fees for the year ending December 31,
2005 or 2004 for professional services that are reasonably related to
the audit or review of our financial statements that are not covered in
the Audit Fees disclosure above.

Tax Fees

The Company did not incur any fees for the year ending December 31,
2005 or 2004 for professional services rendered for tax compliance, tax
advice, and tax planning.

All Other Fees

There were no fees billed for the years ending December 31, 2005 or
2004 for professional services rendered by our auditors for all other
services not disclosed above.


SIGNATURES

In accordance with the 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.

Dated:
Animal Cloning Sciences, Inc.

By:  /s/  Riccardo Mortara
- -------------------------------------
Riccardo Mortara
President


By:  /s/  Dempsey Mork
- -------------------------------------
Dempsey Mork
CEO


By:  /s/  Norbert L. LeBoeuf
- -------------------------------------
Norbert L. LeBoeuf
CFO








ANIMAL CLONING SCIENCES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
For the Years Ended December 31, 2005 and 2004, and the Period of
September 3, 2003 (Re-Entering Development Stage) to December 31, 2005


Table of Contents                                        Page

Report of Independent Registered Accounting Firm           1

Financial Statements:

     Balance Sheet                                         2

     Statements of Operations                              3

     Statement of Changes in Shareholders' Deficit         4

     Statements of Cash Flows                              5

     Notes to the Financial Statements                    6-10


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
ANIMAL CLONING SCIENCES, INC.
La Quinta, CA

We have audited the balance sheet of Animal Cloning Sciences, Inc. (a
development stage company) (the Company) as of December 31, 2005, and
the related statements of operations, changes in stockholders' deficit
and cash flows for the year then ended.  These financial statements are
the responsibility of the Company's management.  Our responsibility is
to express an opinion on these financial statements based on our audit.
The financial statements for the year ended December 31, 2004 and the
period from re-entering development stage on September 3, 2003 through
December 31, 2003 were audited by other auditors, whose reports dated
July 5, 2005 (year ended December 31, 2004) and February 9, 2004
(period from re-entering development stage on September 3, 2003 through
December 31, 2003) included an explanatory paragraph expressing
uncertainty regarding the Company's ability to continue as a going
concern.  The amounts and disclosures for such prior periods included
in the accompanying financial statements and footnotes are based solely
on the report of the other auditors.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the Company
as of December 31, 2005, and the results of its operations and its cash
flows for the year then ended, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 7
to the financial statements, the Company has suffered net losses since
it re-entered development stage on September 3, 2003, and is currently
a shell corporation conducting minimal transactions.  These factors,
among others, raise substantial doubt about the Company's ability to
meet its obligations and to continue as a going concern. Management's
plans in regard to these matters are also described in Note 7.  The
financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

/s/ Child, Van Wagoner & Bradshaw, PLLC

Child, Van Wagoner & Bradshaw, PLLC
April 13, 2006
Salt Lake City, Utah
                   ANIMAL CLONING SCIENCES, INC.
                   (A Development Stage Company)
                          BALANCE SHEET
                        December 31, 2005
<table>

                                                   <c>
ASSETS

Total assets                                    $     -

LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES

Accounts payable                                $     3,500
Due to related parties                                3,375
Accrued salaries - officers/directors               645,000

Total current liabilities                           651,875

LONG-TERM LIABILITIES

Convertible note payable - related party            150,000
Accrued interest - related party                     28,125

Total long-term liabilities                         178,125


Total liabilities                                   830,000

STOCKHOLDERS' DEFICIT

Preferred stock, no par value; 2,000,000 shares
  authorized; 0 shares issued and outstanding          -
Common stock, no par value; 100,000,000
  shares authorized; 142,894 shares issued
  and outstanding                                11,990,765
Retained deficit                                (12,797,015)
Deficit accumulated since
  re-entering development stage                     (23,750)

TOTAL STOCKHOLDERS' DEFICIT                        (830,000)

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT        $     -





</table>





See accompanying notes to the financial statements.

                        ANIMAL CLONING SCIENCES, INC.
                        (A Development Stage Company)
                          STATEMENTS OF OPERATIONS
<table>
                                                               From Re-
                                                               Entering
                                                              Dev. Stage
                                                              (Sept. 30,
                                                               2003) to
                                   Years Ended Dec. 31,         Dec. 31,

                                  <c>            <c>           <c>
                                     2005           2004          2005

Revenues                           $     -       $     -        $     -

Expenses
     General and administrative     5,000          1,875          6,875

Net loss from operations           (5,000)          (1,875)      (6,875)

Other expenses
     Interest expense              (7,500)          (7,500)      (16,875)

  Total other income/(expenses)    (7,500)          (7,500)      (16,875)

Net loss before income taxes      (12,500)          (9,375)      (23,750)

Income tax benefit (expense)          -          -          -

Net loss                    $     (12,500)     $     (9,375)  $  (23,750)

Basic and diluted loss per
     common share             $      (0.09)     $     (0.07)

Weighted average common
     shares outstanding             142,894          142,894









</table>









See accompanying notes to the financial statements.
3
<table>
                                         ANIMAL CLONING SCIENCES, INC.
                                         (A Development Stage Company)
                                         NOTES TO FINANCIAL STATEMENTS
                     For the Years Ended December 31, 2005 and 2004, and the Period of
                  September 3, 2003 (Re-Entering Development Stage) to December 31, 2005


                           <c>        <c>      <c>     <c>         <c>             <c>           <c>

                                                                                     Deficit
                                                                                   Accumulated     Total
                                                                                   During the      Stock-
                                  Pref. Stk.     Common Stock      Retained        Development    holders'
                              Shares   Amount   Shares   Amount     Deficit           Stage       Deficit

Balance, 9/3/03               -     $     -    142,825$ 11,990,765 $(12,797,015)   $    -     $   (806,250)

Net loss                      -           -        -          -          -          (1,875)         (1,875)

Balance, 12/31/03             -          -     142,825  11,990,765  (12,797,015)    (1,875)       (808,125)

10-to-1 reverse stock
     split, 2/24/04, rounding -          -       69          -          -                -          -
Shares issued, 2/24/04        -          -    25,415,000     -          -                -          -
Shares issued, 3/4/04         -          -     2,400,000     -          -                -          -
Shares cancelled, 4/7/04      -          -   (27,815,000)    -          -                -          -

Net loss                      -          -        -          -          -          (9,375)          (9,375)

Balance, 12/31/04             -          -       142,894 11,990,765  (12,797,015) (11,250)        (817,500)

Net loss                      -          -        -          -          -          (12,500)        (12,500)

Balance, 12/31/05             -    $     -       142,894 $11,990,765 $(12,797,015)$(23,750)     $ (830,000)

</table>

See accompanying notes to the financial statements.

4



                    ANIMAL CLONING SCIENCES, INC.
                    (A Development Stage Company)
                       STATEMENTS OF CASH FLOWS
<table>

                              <c>               <c>           <c>

                                                                From Re-
                                                                Entering
                                                               Dev. Stage
                                                               (Sept. 30,
                                   For the Years Ended          2003) to
                                      December 31,               Dec. 31,
                                  2005           2004             2005

Operating Activities

Net Loss                $     (12,500)          (9,375)          (23,750)

Changes in operating assets
     and liabilities:

Accounts payable                  1,925          1,575             3,500
Due to related party              3,075            300             3,375
Accrued interest - related party  7,500          7,500            16,875

Net cash used in operating
     activities                      -              -                -

Investing Activities                 -              -                -
Financing Activities                 -              -                -
Net change in cash                   -              -                -
Cash, beginning of period            -              -                -
Cash, end of period            $     -        $     -          $     -

Supplemental Disclosures:
 Cash paid for interest or
     income taxes              $     -        $     -          $     -






</table>








See accompanying notes to the financial statements.
5
                        ANIMAL CLONING SCIENCES, INC.
                        (A Development Stage Company)
                        NOTES TO FINANCIAL STATEMENTS
      For the Years Ended December 31, 2005 and 2004, and the Period of
   September 3, 2003 (Re-Entering Development Stage) to December 31, 2005

Note 1 - NATURE OF ORGANIZATION

Animal Cloning Sciences, Inc. (the Company) was organized in Washington
on August 16, 1984 as a holding company involved in the cloning of
horses.  Because of adverse rulings from the U.S. Department of
Agriculture in refusing to grant licenses for importing animal embryos
into the United States, the Company discontinued its operations and its
cloning efforts and sold its ranch facilities during the third quarter
of 2003.  The results of these transactions were reported in Form 10-
QSB for the quarter ending September 30, 2003, and Form 10-KSB for the
year ended December 31, 2003.

As of September 3, 2003, the Company is considered to have re-entered
the development stage, in accordance with SFAS 7, "Accounting and
Reporting by Development Stage Enterprises."  Since 2003, the Company
has neither generated revenues nor conducted any operations.  The
Company's only activity is the incurrence of general and administrative
expenses to maintain its status as a reporting company with the SEC.
The Company's current business plan is to locate a suitable candidate
for merger or acquisition.

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Cash Equivalents
For the purposes of the statement of cash flows, the Company considers
all highly liquid debt instruments purchased with a maturity of three
months or less to be cash equivalents.  No cash was paid for interest
or income taxes during the years ended December 31, 2005 or 2004.

Loss Per Common Share
SFAS 128, "Earnings per Share," requires a dual presentation of
earnings per share-basic and diluted. Basic loss per common share is
computed by dividing the net loss for the period by the weighted
average shares outstanding. The Company's convertible debt (Note 4) is
a potentially dilutive security, but does not impact the computation
of fully diluted EPS because its effect would be antidilutive.
Accordingly, basic and diluted losses per share are the same.
6
ANIMAL CLONING SCIENCES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
For the Years Ended December 31, 2005 and 2004, and the Period of
September 3, 2003 (Re-Entering Development Stage) to December 31, 2005

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

Income Taxes
Income taxes are provided for the tax effects of transactions reported
in the financial statements and consist of taxes currently due plus
deferred taxes related primarily to differences between the recorded
book basis and tax basis of assets and liabilities for financial and
income tax reporting.  The deferred tax assets and liabilities
represent the future tax return consequences of those differences,
which will either be taxable or deductible when the assets and
liabilities are recovered or settled.  Deferred taxes are also
recognized for operating losses that are available to offset future
taxable income and tax credits that are available to offset future
federal income taxes.

Recently Issued Accounting Standards
In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure - An Amendment of FASB
Statement No. 123."  SFAS 148 provides alternative methods of
transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation.  In addition, the
statement amends the disclosure requirement of Statement No. 123 to
require prominent disclosures in both annual and interim financial
statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results.

In April 2003, the FASB issued SFAS 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities."  SFAS 149 amends and
clarifies financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded in other
contracts and for hedging activities under SFAS 133, "Accounting for
Derivative Instruments and Hedging Activities."  SFAS 149 is generally
effective for contracts entered into or modified, and for hedging
relationships designated after June 30, 2003.

In May 2003, the FASB issued SFAS 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity."  SFAS 150 establishes standards for how an issuer measures
certain financial instruments with characteristics of both liabilities
and equity and requires that an issuer classify a financial instrument
within its scope as a liability  (or asset in some circumstances).
SFAS 150 was effective for contracts entered into or modified after May
31, 2003.







7
ANIMAL CLONING SCIENCES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
For the Years Ended December 31, 2005 and 2004, and the Period of
September 3, 2003 (Re-Entering Development Stage) to December 31, 2005

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

Recently Issued Accounting Standards (CONT'D)
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and
Error Corrections, a replacement of APB Opinion No. 20 and FASB
Statement No. 3."  This statement changes the requirements for the
accounting for and reporting of a change in accounting principle.
Previously, Opinion 20 required that most voluntary changes in
accounting principle be recognized by including in net income of the
period of change the cumulative effect of changing to a new principle.
This statement requires retrospective application to prior periods'
financial statements of changes in accounting principle, when
practicable.

SFAS 148, 149, and 154 do not have current application to the Company,
but may be applicable to the Company's future financial reporting.  The
Company does have convertible debt (Note 3), which management has
determined does not fall under the scope of SFAS 150.  The Company's
convertible debt is not mandatorily redeemable, rather it is redeemable
at the option of the holder.  In addition, it is not redeemable for a
fixed amount based on a variable number of shares, rather both the
amount and the number of shares are fixed.

NOTE 3 - RELATED PARTY TRANSACTIONS

In March 2002, the Company entered into a $150,000 convertible
promissory note with an entity affiliated with the Company's CEO.  The
note is convertible at a rate of $.05 per share at the option of the
holder for a total of 3,000,000 shares of common stock.  Interest of 5%
is accrued on the principal quarterly. If not sooner converted into
common stock, the principal and interest are due March 1, 2007.  At
December 31, 2005, the Company had accrued $28,125 in interest.
Current year interest expense was $7,500.

The Company's officers and directors have resolved to provide for
various expenses incurred by the Company at a minimal cost until such
time that a merger candidate is found.  These expenses consist of, but
are not limited to, accounting, filing requirements, and management
services.  The costs of these services were $1,500 and $1,875 during
2005 and 2004, respectively, for a total of $3,375 payable to officers
and directors at December 31, 2005.

NOTE 4 - STOCKHOLDERS' EQUITY

Preferred Stock
During February 2004, the Company's shareholders voted to increase the
number of authorized shares from 1,000,000 to 2,000,000.  The Company
has not issued any preferred stock since inception.  The rights for
preferred stock not designated as Class A or B will be determined by
the Board of Directors prior to issuance.
8
ANIMAL CLONING SCIENCES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
For the Years Ended December 31, 2005 and 2004, and the Period of
September 3, 2003 (Re-Entering Development Stage) to December 31, 2005

NOTE 4 - STOCKHOLDERS' EQUITY (CONT'D)

Class A Preferred Stock
The Company has designated 1,500 shares of no par value Class A
preferred stock.   Class A shareholders are not entitled to receive
dividends, but are entitled to elect two-thirds of the directors of the
Company.

Class B Convertible Preferred Stock
The Company has designated 110,000 shares of no par value convertible
Class B preferred stock. Class B shareholders are entitled to receive
dividends in a manner similar to common shareholders when declared by
the board of directors.   Each Class B share is convertible into one
share of common stock at the option of the shareholder, provided that
the market price for the Company's common stock is at or above $4.50
per share.

Common Stock
During February 2004, the Company's shareholders voted to increase the
number of shares authorized from 50,000,000 per their articles of
incorporation to 100,000,000.

On February 24, 2004, the Company effected a 10-to-1 reverse split on
its common stock.  The financial statements, for all periods presented
have been restated to reflect the stock split.

During February and March 2004, the Company issued 27,815,000 shares of
its common stock for the cancellation of salaries payable to officers,
the cancellation of a note payable of $150,000, and 100% of the stock
of a company with which it was merging.  However, during April 2004,
the Company reversed the transaction and cancelled the 27,815,000
shares of its previously issued stock for the attempted merger and
reduction of liabilities.

NOTE 5 - INCOME TAXES

The Company accounts for income taxes in accordance with SFAS 109,
"Accounting for Income Taxes."  SFAS 109 requires the Company to
provide a net deferred tax asset/liability equal to the expected future
tax benefit/expense of temporary reporting differences between book and
tax accounting methods and any available operating loss or tax credit
carryforwards.  At December 31, 2005, the Company has available unused
operating loss carryforwards of approximately $1,337,500, which may be
applied against future taxable income and which expire in various years
through 2026.





9
ANIMAL CLONING SCIENCES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
For the Years Ended December 31, 2005 and 2004, and the Period of
September 3, 2003 (Re-Entering Development Stage) to December 31, 2005

NOTE 5 - INCOME TAXES (CONT'D)

The amount of and ultimate realization of the benefits from the
deferred tax assets for income tax purposes is dependent, in part, upon
the tax laws in effect, the future earnings of the Company, and other
future events, the effect of which cannot be determined.  Because of
the uncertainty surrounding the realization of the deferred tax assets,
the Company has established a valuation allowance equal to their tax
effect and, therefore, no deferred tax asset has been recognized for
the net operating loss carryforwards.  The net deferred tax asset,
which is based on an effective tax rate of 35% and consists mainly of
net operating loss carryforwards and accrued compensation expense, is
approximately $468,125 as of December 31, 2005. It has been fully
offset with a valuation allowance, which increased by $4,375 during
2005.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

During the period of 1995 through 2003 and in accordance with
compensation agreements then in effect, the Company's president and CEO
had accumulated $1,020,000 in accrued salaries, of which $645,000 was
still payable at December 31, 2005.
NOTE 7 - GOING CONCERN

The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles in the United States of
America, which contemplate continuation of the Company as a going
concern.  However, the Company has no on-going operations and has
current liabilities in excess of current assets.  These factors raise
substantial doubt about the ability of the Company to continue as a
going concern.  In this regard, management is proposing to raise any
necessary additional funds not provided by operations through loans or
through sale of its common stock or through a possible business
combination with another entity. There is no assurance that the Company
will be successful in raising this additional capital or in
establishing profitable operations.  The financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.





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