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

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

For the fiscal year ended December 31, 2002 [ ]

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)
<TABLE>
<CAPTION>

                                         <c>
Washington                                   93-1192971
(State or other jurisdiction              IRS Information
of incorporation or organization)         Identification No.
</TABLE>

83-888 Avenue 51 Coachella, CA       92236
(Address of principal
  executive offices)              (Zip Code)

Registrant's telephone number, including area code: 760-398-9700

Securities registered pursuant to Section 12(b) of the Act: 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 X        NO

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

State issuer's revenues for its most recent fiscal year: $0.00. The
aggregate market value of the voting stock held by non-affiliates of
the registrant was $171,390 based upon the average of the bid and asked
price of the Common Stock of $.12 as of December 31, 2002. The number
of shares outstanding of the issuer's classes of Common Stock as of
December 31, 2002: Common Stock, No Par Value - 1,428,253 shares



<PAGE>2

                   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 will be conducting research on cloning horses, signing license
agreements to distribute equine DNA and taking preliminary orders on
equine clones.  The Company is focusing its research on a cloning
method that will lend itself to commercialization of equine cloning.
The Company's goal is to perfect the following methods:

A method of extracting immature occyts from equine ovaries and growing
the immature occyts to mature occyts suitable for nuclear transfer.

A method of nuclear transfer utilizing an incubated occyte and
previously cryopreserved DNA.

A method of freezing cloned embryos to allow the embryos to be stored
for long periods of time and/or shipped to a customer anywhere in the
world for transplant into a surrogate mare.

The Company expects that its research in cloning and freezing horse
embryos will have an application in freezing cat and dog embryos.

On November 13, 2000, the Company purchased the assets of U.S. Medical
Access, Inc. for $425,000.   The assets include a medical database,
search protocols, software systems, information control systems, a
medical library, medical research results, and analysis to identifying
leading physicians, researchers, and medical and research facilities in
the United States.

Texas A & M University has announced the successful cloning of a cat.
The university has stated they are close to cloning a dog. So far
scientists have cloned sheep, cattle, goats, monkeys, pigs, cats, and
mice.

Competition.  Thus far nobody has cloned a horse. Animal cloning
research is being conducted by many organizations throughout the world.
Most research efforts are directed towards farm animals. More than a
dozen companies are researching dog, cat, and horse cloning.

Employees.   The Company has 4 employees, including its officers plus
consulting scientists and advisors. The officers of the Company do not
work exclusively for the Company.



<PAGE>3

Item 2. Description of Property

The Company's headquarters are in Coachella, CA. In the past year the
Company leased offices and a horse facility were some of the research
is conducted.  Animal Cloning Sciences subsequently purchased the
facility on 3-21-2002.

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

Market Information.  The common stock of Animal Cloning Sciences is
quoted on the NASD's Electronic Bulletin Board. The following
represents the high and low prices of the stock since September of
1999:
<TABLE>
<CAPTION>
Quarter Ended            High                    Low

                       <c>                     <c>
September 30, 1999       .65                     .35
December 31, 1999        .25                     .125

March 31, 2000          1.00                     .75
June 30, 2000            .375                    .375
September 30 2000        .26                     .26
December 31, 2000        .50                     .125

March 31, 2001           .25                     .25
June 30, 2001            .25                     .15
September 30, 2001       .18                     .13
December 31, 2001        .15                     .13

March 31, 2002           .16                     .07
June 30, 2002            .16                     .07
September 30, 2002       .19                     .06
December 31, 2002        .19                     .06

</TABLE>
These prices reflect inter-dealer prices, without retail mark-up,
markdown, or commission, and, may not represent actual transactions.
The Company does not believe that trading of its common stock currently
is necessarily reflective of an established trading market.


<PAGE>3

Holders.    As of December 31, 2002, there were approximately 166
record holders of Company common stock. There are no preferred
shareholders.

Dividends.    The Company has not paid any cash dividends on its common
stock. The Company currently intends to retain any earnings for use in
its business and therefore does not anticipate paying cash dividends in
the foreseeable future.

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 Report. The following Summary Financial
Information is derived from the financial statements of the Company.

Trends and Uncertainties.    A major portion of the Company's
activities is research and development in the cloning field, which may
not be successful.

At December 31, 1999, the Company had two Swiss Franc lines of credit
available at Societe Financiere Privee SA, in the amounts of SFr
1,120,000 and SFr 350,000, approximately US$668,258 and US$208,831
respectively.   As of December 31, 1999, there were no amounts
outstanding under either line of credit.   The SFr 1,120,000 line
expired November 27, 1999 and was extended and the SFr 350000 line
expired December 31, 1998, and it was extended, both for an indefinite
period of time.

The Company's main investments are deposits at Societe Financiere
Privee SA. SFP reserves the right to offset any uncollected amounts by
any positive balances of all accounts.   SFP has a lien over all
securities under its custody and a right of offset against such
securities for any unpaid claims.   The margin account bears interest
at 7.5% and the maximum credit limit is SFr 2,500,000, which is
approximately $1,491,646 U.S. Dollars. The margin account balances at
December 31, 2002 and 2001 were $676,338 and $559,576, respectively.
Available credit at December 31, 2002 on the margin account is
$815,308.

Capital and Source of Liquidity

On March 31, 2002, the Company purchased facilities that were leased
from Magellan Capital Corporation through the issuance of its Preferred
Stock and the assumption of long term debt.  The purchase was reported
as a subsequent event in the prior year end 12.31.2001 audit in the
Annual 10KSB filings.   The Company did not have any financing
activities for the prior year ended December 31, 2001.

Results of Operations

The Company's had no revenues in 2002 and had a net loss of ($634,600),
vs. a net loss of ($465,939) in fiscal year 2001.


<PAGE>5

General and administrative expenses for 2002 were $517,313 compared to
$473,700 in fiscal 2001.  The major items for the 2002 increase in
general and administrative expenses is depreciation and amortization of
the March 31, 2002 acquisition of facilities.



<PAGE>6

Item 7.   Financial Statements and Supplementary Financial Data.

Financial Statements


             ANIMAL CLONING SCIENCES, INC.
       Index to Consolidated Financial Statements
   Fiscal years ending December 31, 2002 and 2001

Independent auditors' report
Consolidated balance sheets, December 31, 2002 and 2001
Consolidated statements of operations, for the years ended December 31,
   2002 and 2001
Consolidated statement of shareholders' equity, for the period December
   31, 1996 through December 31, 2002
Consolidated statements of cash flows, for the years ended December 31,
   2002 and 2001
Notes to consolidated financial statements





<PAGE>7

To the Board of Directors
Animal Cloning Sciences, Inc.


        INDEPENDENT AUDITORS' REPORT

I have audited the consolidated balance sheet of Animal Cloning
Sciences, Inc. and subsidiaries as of December 31, 2002 and the related
consolidated statements of operations, shareholders' equity and cash
flows for the years ended December 31, 2002 and 2001.  These
consolidated financial statements are the responsibility of the
Company's management.  My responsibility is to express an opinion on
these consolidated financial statements based on my audits.

I conducted my audit in accordance with generally accepted auditing
standards.  Those standards require that I plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated 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.  I believe that my audit provides a
reasonable basis for my opinion.

In my opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Animal Cloning Science, Inc. and subsidiaries, as of December 31, 2002
and the results of their operations and their cash flows for the year
ended December 31, 2002 in conformity with generally accepted
accounting principles.



/s/David Winings C.P.A.
Palm Desert
April 13, 2003




<PAGE>8
           ANIMAL CLONING SCIENCE, INC.
           CONSOLIDATED BALANCE SHEETS
           December 31, 2002 and 2001

                      ASSETS
<TABLE>
<CAPTION>
                                                   2002          2001

                                                 <c>           <c>
CURRENT ASSETS
 Cash                                          $     1,075  $   61,725
                                                 ---------   ---------
  TOTAL CURRENT ASSETS                               1,075      61,725
                                                 ---------   ----------
INVESTMENTS   (Note A & C)                       2,168,500   2,168,500
                                                 ---------   ----------
FIXED ASSETS-FACILITIES/EQUIPT NET OF (DEPREC)
 Office Eqpt-12/31/02 & 12/31/01) $14,897)             -0-         -0-
 R&D/Lab Eqpt-12/31/02 ($4,320); 12/31/01($600)      1,680       5,400
 Ranch Facility/Acq Mar/02; 12/31/02 ($35,250)     364,750*        -0-
                                                 ---------   ---------
  TOTAL NET FIXED ASSETS  (Note d)                 366,430       5,400
                                                 ---------   ---------

CAPITALIZED R&D MEDICAL DATA BASE NET OF ACCUM
 AMORTIZ-12/31/02($158,000);12/31/01($79,000)      237,000     316,000
                                                 ---------   ---------
GOODWILL/MEDICAL DATA BASE NET OF ACCUM
 AMORTIZATION-12/31/02($12,000);12/31/01($6,000)    18,000      24,000
                                                 ---------   ---------
LAND/RANCH FACILITY (20 ACRES)                     500,000*        -0-
                                                 ---------   ---------
         TOTAL ASSETS                           $3,291,005  $2,575,625
                                                 =========   =========
             LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
 Investment margin account  (Note H)            $  676,338  $  559,576
 Accounts payable                                   16,943       4,143
 Other accrued liabilities                          33,000      18,000
 Notes Payable-Officers/Directors Fees (Note H)    900,000     780,000
 Note Payable-Admin. Support/Orion                 117,000      81,000
 NOTE PAYABLE-Orion/Payment Operating Expenses     149,418         -0-
                                                ----------   ---------
TOTAL CURRENT LIABILITIES                        1,892,699   1,442,719

MINORITY INTEREST                                    2,000       2,000

Long Term Liabilities
 Assume 10 Year Mortgage Note on acquisition
  Ranch Facility; due 2/6/07 and 2/01/10           750,000*        -0-
                                                ----------   ---------
        TOTAL LIABILITIES                        2,644,699   1,444,719
                                                ----------   ---------


<PAGE>9

           ANIMAL CLONING SCIENCE, INC.
           CONSOLIDATED BALANCE SHEETS
            December 31, 2002 and 2001
                   {Continued)

SHAREHOLDERS' EQUITY (Note E)
 Preferred stock, no par value; 1,000,000
  Shares authorized; -0- outstanding               150,000*        -0-

 Common stock, no par value;
  50,000,000 shares authorized;
  Issued and outstanding 1,428,253 at
  12/31/02 and at 12/31/01                      11,990,765  11,990,765
 Retained earnings (accum. deficit)            (11,494,459)(10,859,859)
                                                ----------  ----------
   TOTAL SHAREHOLDERS' EQUITY                      646,306   1,130,906
                                                ----------  ----------
         TOTAL LIABILITIES & EQUITY            $ 3,291,005 $ 2,575,625
                                                ==========  ==========
</TABLE>
See accompanying notes to the consolidated
financial statements.





<PAGE>10
               ANIMAL CLONING SCIENCES, INC.
          CONSOLIDATED STATEMENTS OF OPERATIONS
                 For The Years Ended
                    December 31,
<TABLE>
<CAPTION>
                                               2002         2001

                                             <c>          <c>
Revenues/Income                             $     -0-    $     -0-
                                              -------     --------
GENERAL AND ADMINISTRATIVE EXPENSE          $ 517,838    $ 473,700
                                              -------      -------
LOSS FROM OPERATIONS                         (517,838)    (473,700)
                                              -------      -------
OTHER INCOME (EXPENSE)
  Dividend/SFP Stock Investment                25,674       18,651
  Interest Income/Pemp                            -0-       71,300
  Bank Interest Expense & Other Bank Charges (142,436)    ( 92,296)
  Foreign currency transaction (loss)(Note F)     -0-       10,106
                                              -------     --------
    TOTAL OTHER INCOME (EXPENSE)             (116,762)       7,761
                                              -------     --------
(LOSS) BEFORE INCOME TAXES                   (634,600)    (465,039)

    INCOME TAX BENEFIT (EXPENSE)
      Current income tax benefit               28,430       20,832
      Deferred income tax expense             (28,430)     (20,832)
                                              -------      -------
(LOSS) FROM CONTINUING OPERATIONS           $(634,600)   $(384,316)
  Discontinued operations income (loss)           -0-          -0-
                                              -------      -------
NET (LOSS)                                  $(634,600)   $(384,316)
                                              =======      =======
Basic loss per common share,
continuing operations                      $     (.44)  $     (.35)
                                           ==========   ==========
Basic loss per common share,
discontinued operations                   $       -0-   $      -0-
                                          ===========   ==========
Basic weighted average common
shares outstanding                          1,324,579    1,373,937
                                          ===========   ==========
Diluted loss per common share,
continuing operations                     $      (.12)  $     (.09)
                                          ===========   ==========
Diluted loss per common share,
discontinued operations                   $       -0-   $      -0-
                                          ===========   ==========
Diluted weighted average common
shares outstanding (Note A)                 5,143,253    5,039,129
                                          ===========   ==========
</TABLE>
See accompanying notes to the consolidated
financial statements.


<PAGE>11
        ANIMAL CLONING SCIENCES, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
      From December 31, 1999 through
           December 31, 2002
<TABLE>
<CAPTION>
                                                            Foreign
                                                 Retained   Currency
              Pref. Stk.      Common Stock       Earnings   Translation
              Shs  $ Amt   Shares    $ Amount    (Deficit)   Gain(Loss)
NET EQUITY    ---- ----- ---------  ----------  -----------  ----------

           <c>   <c>     <c>       <c>           <c>          <c>
BAL FWD
12/31/99
$3,159,192    -0-   -0- *1,422,687  12,480,251  ( 9,105,023)  (216,036)
*Includes 4/7/99
1for4 Reverse Split
ActivityYr/2000:
Adj prior yr Trf
Agt reconciliation          35,500

Ovvio Acquisition
Rescinded              C(  178,500)(  510,000)

Svcs Rendered               10,000      2,500

Trfr 12/31/99 Bal
To SFP Margin A/C                                  216,036

Writedown SFP Stks
to FMV/PriorYrsAdj                              (  904,581)

Comprehensive Net
(Loss) Yr 2000                                  (   384,316)
BALANCE
12/31/00      ---- ----- ---------  ----------  -----------  ---------
$1,578,831    -0-   -0-  1,289,687  11,972,751  (10,393,920)       -0-

4Q 2001 Shs
Svcs Rendered              138,566      18,014
Comprehensive Net
(Loss)Yr 2001                                   (   465,939)
BALANCE
12/31/2001    ---- ----- ---------  ----------  -----------  ---------
$1,130,906    -0-   -0-  1,428,353  11,990,765  (10,859,859)       -0-
Issue $150,000
Pref. Stock
Acq. Ranch       150,000
Comprehensive Net
(Loss)Yr 2002                                   (   634,600)
BALANCE      --- ------- ---------  ----------  -----------  ---------
$ 646,306    -0- 150,000 1,428,353  11,990,765  (11,494,459)       -0-
 ========     ==== ===== =========  ==========  ===========  =========
</TABLE>
See accompanying notes to the consolidated financial statements.

<PAGE>19

            ANIMAL CLONING SCIENCES, INC.
        CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                         For The Years Ended
                                            December 31,
                                      ---------------------------
                                         2002              2001

                                       <c>               <c>
OPERATING ACTIVITIES
   Net (loss)                        $(634,600)         $(465,939)

TRANSACTIONS NOT REQUIRING CASH:
   Depreciation Fixed Assets            38,970              3,342
   Amortization Capital R&D/Goodwill    85,000             85,000

CASH PROVIDED (USED) ON CHANGES
IN ASSETS  DECREASE/(INCREASE)AND
IN LIABILITIES INCREASE/(DECREASE):
   Purch. R&D Lab Equipment                -0-           (  6,000)
   Accounts Payable/(decrease)          12,800                -0-
   Other Accrued Liabilities increase   15,000             39,000
   Officers/Directors Fees increase    120,000            120,000
   Settle Recv. Ovvio Italy decrease       -0-            126,024
   Fixed Assets/Ranch facility (incr) (900,000)               -0-
   Notes Payable/Orion Cash Adv incr.  185,418                -0-
                                     ---------           ---------
NET CASH PROVIDED (USED) BY
   OPERATING ACTIVITIES             (1,077,412)          ( 98,573)
                                     ---------           ---------
INVESTING ACTIVITIES:
   Reduction SFP Investment Note A)        -0-             21,500
   Issuance of Common Stock                -0-             18,014
   Issuance of Preferred Stock         150,000                -0-
   Net incr. SFP Margin Investment A/C 116,762             42,039
   Increase Notes Payable Mortgage     750,000                -0-
                                     ---------          ---------
NET CASH PROVIDED (USED)
   INVESTING ACTIVITIES              1,016,762             81,553
                                     ---------           ---------
NET INCREASE (DECREASE) IN CASH      $( 60,650)         $( 17,020)

CASH, BEGINNING OF PERIOD               61,725             78,745
                                     ---------           --------
CASH, END OF PERIOD                  $   1,075           $ 61,725
                                     =========           ========
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
 Cash paid during the period for
 interest & charges SFP Bank/Geneva  $ 142,436           $ 92,296
                                     =========           ========




<PAGE>13

            ANIMAL CLONING SCIENCES, INC.
        CONSOLIDATED STATEMENTS OF CASH FLOWS
                  (Continued)


SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
    Income taxes                     $     -0-         $      -0-
                                     =========         ==========
</TABLE>

See accompanying notes to the consolidated statements.








<PAGE>14

          ANIMAL CLONING SCIENCES, INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               December 31, 2002

General:

The condensed consolidated financial statements of Animal Cloning
Sciences, Inc. included herein, have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission.
Although certain information normally included in financial statements
prepared in accordance with generally accepted accounting principles
has been condensed or omitted, Animal Cloning believes that the
disclosures are adequate to make the information presented not
misleading.  The condensed financial statements for the twelve month
period ended December 31, 2002 should be read in conjunction with the
Quarterly Reports for year 2002 (March 31, June 30, September 30) and
the prior year Animal Cloning Sciences Annual Report on Form 10-KSB for
the fiscal year ended December 31, 2001.

Note A: Nature of organization and summary of significant accounting
policies

Nature of organization:
ANIMAL CLONING SCIENCES, INC. (the "Company") was organized in the
state of Washington. The Company is a holding company now involved in
the cloning of horses.

Basis of consolidation:
The consolidated financial statements include the accounts of Animal
Cloning Sciences, Inc. and its majority-owned subsidiary SFD.  All
significant inter-company transactions have been eliminated in the
consolidation. Minority shareholders in SFD include Riccardo Mortara,
Director of Animal Cloning.  The minority interest in the financial
statements reflects the original minority equity capital investment of
$2,000.  The losses of SFD have exceeded the minority equity capital
investment and have been accordingly charged against the majority
interest. If the losses should reverse in future periods, the majority
interests will be credited for any amounts previously absorbed before
credit is made to the minority interests.

Use of estimates:
The preparation of the financial statements, in conformity with
generally accepted accounting principles, 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 an original maturity
of three months or less to be cash equivalents.



<PAGE>15


           ANIMAL CLONING SCIENCES, INC.
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               December 31, 2002

Note A: Nature of organization and summary of
significant accounting policies; continued

Marketable securities:
Marketable securities consist of various equity and debt securities and
are stated at current market value.  All equity securities are
considered "trading" securities and all debt securities are considered
"available for sale" under the provisions of Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities". Accordingly, unrealized gains and losses
on equity securities are reflected in operations, and unrealized gains
and losses on debt securities are charged to cumulative translation
adjustments on the accompanying consolidated balance sheet. Market
value is determined by quoted market prices as of the balance sheet
date.  Net realized gains or losses are determined on the specific
identification cost method.

Investments:
Investments at the end of 2002 consist of common stock in SFP Bank,
Geneva, a company publicly traded on the Swiss Stock Exchange. The
investment of 6,205 Common stock shares were purchased during the years
1996-1997 and had been recorded on the company's books at their
original average cost per share of $647.86 through fiscal year 1999.
During the last quarter of 2000, the Company made its first sale of
1,825 shares at a net realized value of $479.75 per share, leaving a
balance of 4,380 shares at 12/31/2000. At the end of fiscal year 2000,
management made the decision to write down the value on its books from
cost to the market value as of December 31, 2000. Since this was a
prior period adjustment, the write-down of $904,581 was booked to
retained earnings.  43 shares were sold in the 4TH quarter of 2001, at
a net realized value of $21,500 ($500.00/share), leaving a balance of
4337 shares, valued at $500.00/share, for a total amount of $2,168,500.
The closing share prices converted to U.S. Dollars at 12/31/2002 was
$500.00 and $497.00 at 12/31/2001.

Property and equipment:
Property and equipment is stated at cost. Depreciation is computed
using the straight-line method over the estimated five to seven year
useful lives of the assets for Ranch/Farm Machinery and Equipment and
20 years for Buildings.  Expenditures for additions and improvements
are capitalized; repairs and maintenance costs are expensed as
incurred.

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,

<PAGE>16

           ANIMAL CLONING SCIENCES, INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              December 31, 2002

Note A: Nature of organization and summary of significant accounting
policies; continued

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.

Stock-based compensation:
The Company accounts for its stock-based compensation plans under the
principles prescribed by the Accounting Principles board's Opinion No.
25, "Accounting for Stock Issued to Employees" (APB 25). Accordingly,
stock option awards are considered to be "non-compensatory" and do not
result in the recognition of compensation expense (see Note H).

Fair value of financial instruments:
SFAS 107, "Disclosure About Fair Value of Financial Instruments,"
requires certain disclosures regarding the fair value of financial
instruments.  The Company has determined, based on available market
information and appropriate valuation methodologies, the fair value of
its financial instruments approximates carrying value. The carrying
amounts of cash, accounts payable, and other accrued liabilities
approximate fair value due to the short-term maturity of the
instruments.

Concentrations of Credit Risk:
The Company maintains cash in bank deposit accounts which, at times,
may exceed federally insured limits or are in foreign banks.

Earnings per common share:
SFAS 128 "Earnings per Share" requires a dual presentation of earnings
per share-basic and diluted. Basic earnings per share, which excludes
the impact of common stock equivalents, replaces primary earnings per
share.  Diluted earnings per share, which utilizes the average market
price per share as opposed to the greater of the average market price
per share or ending market price per share when applying the treasury
stock method in determining common stock equivalents, replaces fully
diluted earnings per share. Basic earnings per common share has been
computed based on the weighted average number of common shares
outstanding.

Foreign currency translation:
Assets and liabilities of non-U.S. subsidiaries are translated to U.S.
Dollars at end-of-period exchange rates.  The effects of this
translation for non-U.S. subsidiaries are reported in other
comprehensive income (loss).  Re-measurement of assets and liabilities
of non-U.S. subsidiaries that use a currency other than the U.S. dollar
as their functional currency are included in income as transaction
gains and losses.  Income statement elements of all non-U.S.

<PAGE>17

         ANIMAL CLONING SCIENCES, INC.
   NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 31, 2002

Note A: Nature of organization and summary of significant accounting
policies; continued

subsidiaries are translated to U.S. Dollars at average-period exchange
rates and are recognized as part of revenues, costs and expenses.  Also
included in income are gains and losses arising from transactions
denominated in a currency other than the functional currency of the
subsidiary involved. See Note F.

Recently issued accounting pronouncements: The Company has adopted the
following new accounting pronouncements starting with the year ended
December 31, 1998 forward. SFAS No. 130, "Reporting Comprehensive
Income," requires the reporting and display of total comprehensive
income/(loss) and its components in a full set of general-purpose
financial statements. SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information," is based on the "management"
approach for reporting segments.  The management approach designates
the internal organization that is used by management for making
operating decisions and assessing performance as the source of the
Company's reportable segments. SFAS No. 131 also requires disclosure
about the Company's products, the geographic areas in which it earns
revenue and holds long-lived assets, and its major customers. See Note
I.  FAS No. 132, "Employers" Disclosures about Pensions and Other
Post-retirement Benefits, which requires additional disclosures about
pension and other post-retirement benefit plans, but does not change
the measurement or recognition of those plans.  At present, the Company
has no such plans for pensions and other post-retirement benefits.


Note B:  Related party transactions

During 1996 the Company made advances totaling $303,097 to an entity
owned and controlled by the President.  During 1997 $7,235 was repaid
to the Company.  During 1998 the President incurred $14,062 of expenses
on behalf of the Company.  In lieu of reimbursement, the Company
applied the $14,062 to the amount due from the President, leaving a
remaining balance at December 31, 1998 of $281,800, which was fully
paid off in 1999.

On November 13, 2000, the board of directors approved the acquisition
of a medical data base from a Director of Animal Cloning Sciences, Inc.
for $425,000 to be amortized over a five year period. This transaction
was recorded as capitalized R&D for $395,000 based on actual cost of U.
S. Medical Access. The $30,000 difference is Goodwill.




<PAGE>18

           ANIMAL CLONING SCIENCES, INC.
   NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
               DECEMBER 31, 2002

Note B:  Related party transactions continued

During 1999 the Company paid certain expenses on behalf of the Company,
including providing office space starting with the fourth quarter of
1998. These costs have been accrued and reflected on the Company's
books.

During the year ended December 31, 1997, the Company issued 30,000
shares of common stock to officers in exchange for services rendered on
behalf of the Company.  The services were valued at a cost of $30,000.
Further, the Company issued 22,728 common shares, at market value on
the date of issuance, to an officer of the Company as payment for
expenses totaling $90,912, which the officer paid on behalf of the
Company.

Note C:  Investments

Investments consisted originally of 6,205 common shares of Societe
Financiere Privee based on actual acquisition costs of $4,019,960.  The
common shares were 4,380 at 12/31/2000 with a value of $2,190,000
reflecting the sales of 1,825 shares in 2000.  43 shares were sold in
the 4TH quarter of 2001, leaving a balance of 4,337 shares with a value
of $2,165,000.  The 1,140 preferred shares of Societe Financiere
Privee, at an original cost of $114,000, were liquidated/sold during
the year 2000 for $55,591 resulting in a (loss) to the Company of
($58,409).  The value of these investments were $2,168,500 as of
December 31, 2002 and December 31, 2001.

Note D:  Property and equipment

Property and equipment consisted of the following at December 31, 2002:
<TABLE>
<CAPTION>
                                      Office Equipt      R&D Lab
Equipt(a)
 
                                     <c>                  <c>
     Furniture & Fixtures              $  4,365           $  1,000
     Equipment                           10,532              5,000
                                        --------            -------
        Total Acquisition Costs        $ 14,897           $  6,000

      Less accumulated depreciation      (14,897)       (A)(  4,320)
                                         -------            -------
      Property and equipment, net       $    -0-           $  1,680
                                        ========           ========
</TABLE>
      (A) Straight line depreciation; 5 yr useful life basis.



<PAGE>19

           ANIMAL CLONING SCIENCES, INC.
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 31, 2002

Note D:  Property and equipment continued
The R&D Lab technical equipment purchased during the second half of
2001 and will be used for basic research work for cloning of horses.

Ranch/Horse Farm facility acquired March, 2002:
<TABLE>
<CAPTION>
                                               Cost Base    Cum Deprec

                                             <c>             <c>
      Horses (Depreciation 10 yr life)        $  30,000      $   2,250
      Ranch M&E (Depreciation 5 yr life)         50,000          7,500
      Mobile Homes (Depreciation 5 yr life)      20,000          3,000
      Farm Buildings (Depreciation 10 yr life)  300,000         22,500
                                               --------       --------
           Total Acquisition Costs            $ 400,000   (B)$  35,250
                                               ========       ========
     (B) Straight line depreciation; useful life as shown above.
</TABLE>

Note E:  Shareholders' Equity

Preferred stock:
The Company has authorized an aggregate of 1,000,000 shares of no par
preferred stock as follows:  On March 1, 2002, the Company issued
preferred stock in the amount of $150,000 which is redeemable in five
years by paying $150,000 plus interest or the issuance of common stock
shares with a market value of $150,000 plus interest.

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, however holders of the Class A preferred stock 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.   At December 31, 2001 and 2000 there were no shares issued
and outstanding.

Note F:  Foreign currency transaction gain(loss):

Foreign currency transaction gains and losses result from a change in
exchange rates between the functional currency of the Company and the



<PAGE>20

           ANIMAL CLONING SCIENCES, INC.
   NOTES TO CONSOLIDATED FINANCIAL STATEMENT
              DECEMBER 31, 2002

Note F: Foreign currency transaction gain(loss): continued

currency in which a foreign transaction is denominated.   These gains
or losses are comprised of actual currency gains or losses realized
upon settlement of foreign currency transactions and expected
(unrealized) currency gains or losses on unsettled foreign currency
transactions.

The foreign currency transaction gain (loss) for the years ended
December 31, 2002 was $-0-, and 2001 was $10,106/gain, respectively.

Note G:  Income taxes

A reconciliation of the U.S. statutory federal income tax rate to the
effective tax rate follows for the years ended December 31, 2002 and
2001:
<TABLE>
<CAPTION>
                                                2002        2001

                                             <c>         <c>
   U.S. statutory federal rate                 28.98%      28.98%
   State income tax rate                        6.60%       6.60%


   Temporary differences:
     Write-down of investments                (25.04%)    (25.04%)
     Write-down of receivables                 (6.06%)     (6.06%)
     Net operating loss for which
        no tax benefit is currently available  (4.48%)     (4.48%)
                                              -------      ------
                                                 -0-%        -0-%
                                              =======      ======
</TABLE>
At December 31, 2002 and 2001 deferred taxes
consisted of the following:
<TABLE>
<CAPTION>
                                                 2002        2001

                                               <c>        <c>
           Deferred tax assets,
             Net operating loss carry-forward  (639,577)   $611,147
           Less valuation allowance            (639,577)   (611,147)
                                               --------    --------
              Net deferred taxes               $    -0-     $   -0-
                                               ========    ========
</TABLE>



<PAGE>21

           ANIMAL CLONING SCIENCES, INC.
   NOTES TO CONSOLIDATED FINANCIAL STATEMENT
              DECEMBER 31, 2002

Note G:  Income taxes continued

The valuation allowance offsets the net deferred tax asset for which
there is no assurance of recovery.   The change in the valuation
allowance for the years ended December 31, 2002 and 2001 totaled
$28,430 and $20,632, respectively.   The net operating loss carry-
forward expires through the year 2018.

The valuation allowance will be evaluated at the end of each year,
considering positive and negative evidence about whether the deferred
tax asset will be realized.   At that time, the allowance will either
be increased or reduced; reduction could result in the complete
elimination of the allowance if positive evidence indicates that the
value of the deferred tax assets is no longer impaired and the
allowance is no longer required.

Note H:  Commitments and contingencies

Bank line of credit:
At December 31, 2002, the Company had two Swiss Franc ("SFr") lines of
credit available at Societe Financiere Privee SA, in the amounts of SFr
1,120,000 and SFr 350,000, approximately US$668,258 and US$208,831,
respectively.   As of December 31, 2002, there were no amounts
outstanding under either line of credit.   Th SFr 1,120,000 line was
renewed in November of 1999 and the SFr 350,000 line on December 31,
1998.

Investment margin account:
The Company's subsidiary maintains investments with a Swiss trustee,
which has deposited the investments in accounts held at Societe
Financiere Privee SA ("SFP").   The trustee is an affiliate entity
owned by the President and director of the Company.   From time to
time, funds are transferred from the subsidiary to the parent, creating
an excess of available funds.   Available funds consist of fiduciary
deposits as required by SFP.   Further, SFP reserves the right to
offset any uncollected amounts by any positive balances of all
accounts.   Further SFP has a lien over all securities under its
custody and a right of offset against such securities for any unpaid
claims. The margin account bears interest at 7.50% and the maximum
credit limit is SFr 2,500,000, which is approximately $1,500,000 at
December 31, 2002. The Investment Margin Account at December 31, 2002
and December 31, 2001 was $676,338 and $559,576,
 respectively.

Stock option plan:
At December 31, 2002, an aggregate of 800,000 shares of common stock
was reserved for issuance under the Company's 1993 stock option plan.
Pursuant to the plan, the board of directors may grant options to
employees, officers, directors, or others at their discretion.   As of
December 31, 2002, no options had been granted under the plan.

<PAGE>22

          ANIMAL CLONING SCIENCES, INC.
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                DECEMBER 31, 2002

NOTE H:  Commitments and contingencies, continued

Other stock options:
At December 31, 2002, an aggregate of 233,334 shares of common stock
were reserved for issuance upon exercise of non-qualified stock options
outstanding to purchase an aggregate of 233,334 shares of common stock
(of which 194,834 were to Company officers) at $2.50 per share.   The
options expire in April 2004.   These options were not issued under the
Company's 1993 stock option plan.  As of December 31, 2002, no options
had been granted under the plan.

On November 14th 2000 an aggregate of 3,715,000 shares of common stock
were reserved for management compensation and/or incentives. As of
December 31, 2002, no options had been granted.

Officers' salaries:
The board approved payment to two officers for salaries in 1995, 1996,
1997, 1998, 1999, 2000, 2001 and 2002 totaling $900,000, payable in
common stock of the Company, based on the market value at time of
issuance.   At December 31, 2002 no amounts have been paid nor has any
common stock been issued in satisfaction of this commitment. These
costs have been classified as Notes Payable for the years 1995 through
2002.

Note I:  Industry and geographical segment reporting

As of and for the years ended December 31, 2002 and 2001, the Company
operated and had assets in the United States and Europe as follows:
<TABLE>
<CAPTION>
                                           2001             2001

                                        <c>               <c>
INCOME (LOSS) FROM OPERATIONS
  United States                        $ (457,838)     $ (342,400)
  Europe                                 (176,762)       (123,539)
                                        ---------       ---------
TOTAL LOSS FROM OPERATIONS             $ (634,600)     $ (465,939)
                                        =========       =========

IDENTIFIABLE ASSETS
  United States                        $1,122,505      $  407,125
  Europe                                2,168,500       2,168,500
                                        ---------       ---------
TOTAL IDENTIABLE ASSETS                $3,291,005      $2,575,625
                                        =========       =========
</TABLE>



<PAGE>23

          ANIMAL CLONING SCIENCES, INC.
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                DECEMBER 31, 2002

Note J:  Discontinued operations

There were no costs associated with discontinued operations in 2002 and
2001.



<PAGE>24

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

There have been changes in accountants, effective for fiscal year
ending audit of 12/31/99 which have been disclosed in an 8-K dated
3/29/2000.   There have been no disagreements with accountants on
accounting and financial disclosures for fiscal years ending December
31, 1999, 2000, 2001 and 2002.


            PART III

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

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.

Identification of Directors and Executive Officers of the Company.
The names, addresses and positions of the present directors and
officers of the Company are set forth below:
<TABLE>
<CAPTION>
Name                  Age          Position

                   <c>               <c>
Dempsey K. Mork       61      Chief Executive Officer
                                and Director,

Riccardo Mortara      53      President and Director

Norbert L. LeBoeuf    74      Secretary & Chief Financial
                                Officer and Director
</TABLE>
Resumes:

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.

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 has been active in these
fields for the past 25 years.

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

<PAGE>25

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.  In
1996, he has been Controller for various companies associated with Mr.
Mork.


Item 10. Executive Compensation at December 31, 2002

At December 31, 2002, an aggregate of 233,334 shares of common stock
were reserved for issuance upon exercise of non-qualified stock options
outstanding to purchase an aggregate of 233,334 shares of common stock
(of which 194,834 were to the Company officers) at $2.50 per share.
The options expire in April 2004.   The exercise price is $2.50.   Mr.
Mortara and Mr. Mork each hold 97,417.   These options were not issued
under the Company's 1993 stock option plan.

Stock Option Plan.   At December 31, 2002, an aggregate of 800,000
shares of common stock was reserved for issuance under the Company's
1993 stock option plan.   Pursuant to the plan, the board of directors
may grant options to employees, officers, directors, or others at their
discretion. As of December 31, 2002, no options had been granted under
the plan.

On November 14th 2000 an aggregate of 3,715,000 shares of common stock
were reserved for management compensation and/or incentives, and
incentive options to scientists.  As of December 31, 2002, no options
had been granted.

Any shares which are subject to an award but are not used because the
terms and conditions of the award are not met, or any shares which are
used by participants to pay all or part of the purchase price of any
option may again be used for awards under the Plan. However, shares
with respect towhich a stock appreciation right has been exercised may
not again be made subject to an award.

Stock options may be granted as non-qualified stock options or
incentive stock options, but incentive stock options may not be granted
at a price less than 100% of the fair market value of the stock as of
the date of grant (110% as to any 10% shareholder at the time of
grant); non- qualified stock options may not be granted at a price less
than 85% of fair market value of the stock as of the date of grant.
Restricted stock may not be granted under the Plan in connection with
incentive stock options. Stock options may be exercised during a period
of time fixed by the Company except that no stock option may be
exercised more than ten years after the date of grant or three years
after death or disability, whichever is later.

In the discretion of the Company, payment of the purchase price for the
shares of stock acquired through the exercise of a stock option may be
made in cash, shares of the Company's Common Stock or by delivery or
recourse promissory notes or a combination of notes, cash and shares of
the Company's common stock or a combination thereof. Incentive stock
options may only be issued to directors, officers and employees of the

<PAGE>26

Company. Stock options may be granted under the Plan may include the
right to acquire an Accelerated Ownership Non-Qualified Stock Option.
All options granted to date have included the AO feature.

If an option grant contains the AO feature and if a participant pays
all or part of the purchase price of the option with shares of the
Company's common stock, then upon exercise of the option the
participant is granted an AO to purchase, at the fair market value as
of the date of the AO grant, the number of shares of common stock the
Company equal to the sum of the number of whole shares used by the
participant in payment of the purchase price and the number of whole
shares, if any, withheld by the Company as payment for withholding
taxes. An AO may be exercised between the date of grant and the date of
expiration, which will be the same as the date of expiration of the
option to which the AO is related. Stock appreciation rights and/or
restricted stock may be granted in conjunction with, or may be
unrelated to stock options.

A stock appreciation right entitles a participant to receive a payment,
in cash or common stock or a combination thereof, in an amount equal to
the excess of the fair market value of the stock at the time of
exercise over the fair market value as of the date of grant. Stock
appreciation rights may be exercised during a period of time fixed by
the Committee not to exceed ten years after the date of grant or three
years after death or disability, whichever is later. Restricted stock
requires the recipient to continue in service as an officer, director,
employee or consultant for a fixed period of time for ownership of the
shares to vest. If restricted shares or stock appreciation rights are
issued in tandem with options, the restricted stock or stock
appreciation right is cancelled upon exercise of the option and the
option will likewise terminate upon vesting of the restricted shares.

Riccardo Mortara and Dempsey Mork each receive $60,000 per year salary
which has been accrued on the financial statements of the Company.


Compliance with Section 16

Not Applicable.

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

The following table sets forth information relating to the beneficial
ownership of Company securities by executive officers, directors and
those persons beneficially holding more than 5% of the Company capital
stock, based on 1,428,253 common shares outstanding at December 31,
2002.



<PAGE>27

<TABLE>
<CAPTION>
Name and Address                    Amount and Nature
Of Beneficial                       Of Beneficial            Percent
Title of Class Ownership            Ownership                of Class

                                   <c>                      <c>
Common Stock

Dempsey K. Mork                     136,293                   9.54%
83888 Avenue 51
Coachella, CA 92236

Riccardo Mortara                    116,182                   8.13%
14 Quai Du Seujet
CH-1201 Geneva
Switzerland

Robert J. Filiatreaux                79,283                   5.55%
77-545 Chillon
La Quinta, CA  92253
                                    -------                  ------
   Total                            331,758                  23.22%
                                    =======                  ======
</TABLE>

Item 12. Certain Relationships and Related Transactions

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.

                 PART IV

Subsidiaries. The Company's subsidiary, Societe Financiere de
Distribution, Geneva, SA was dissolved.




<PAGE>28

                SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant caused this Registration Statement
to be signed on its behalf by the undersigned thereunto duly
authorized.

Dated: April 13, 2003


By:/s/ Dempsey K. Mork
          Dempsey K. Mork
          Chief Executive Officer/Director

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated on April 13, 2003.



By:/s/ Dempsey K. Mork
          Dempsey K. Mork
          Chief Executive Officer/Director






<PAGE>29

               CERTIFICATIONS

I, Dempsey K. Mork, certify that:

 I have reviewed this annual report on Form 10KSB of Animal Cloning
Sciences, Inc.

Based on my knowledge, the 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;

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

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
we have:

   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;

   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,

   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;

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 the registrant's board of directors (or persons
performing the equivalent function):

   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,



<PAGE>30

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 factors that could significantly affect internal
controls subsequent to the date of most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.

Date:  April 14, 2003

/s/Dempsey K. Mork
----------------------------
Dempsey K. Mork, President, Chief Executive Officer



<PAGE>31

                    CERTIFICATION

I, Norbert LeBoeuf, certify that:

I have reviewed this annual report on form 10KSB of Animal Cloning
Sciences, Inc.

Based on my knowledge, the 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, no misleading with respect to the period
covered by this annual report;

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

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
we have:

   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;

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

   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;

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 the registrant's board of directors (or persons
performing the equivalent function):

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
identifies for the registrant's auditors any material weaknesses in
internal controls; and,





<PAGE>32


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 factors that could significantly affect internal
controls subsequent to the date of most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.

   Date:  April 14, 2003

   /s/ Norbert L. LeBoeuf
   ------------------------
   Secretary & Chief Financial Officer