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, 2001 [ ]

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]


<PAGE>2

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, 2001. The number of shares
outstanding of the issuer's classes of Common
Stock as of December 31, 2001: Common Stock, No
Par Value - 1,428,253 shares



<PAGE>3

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



<PAGE>4

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.

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                               .35                    .65
December 31, 1999                                .125                   .25
March 31, 2000                                   .75                   1.00
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



<PAGE>5

September 30, 2001                               .18                    .13
December 31, 2001                                .15                    .13
March 31, 2002                                   .16                    .07
</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.

Holders.    As of December 31, 2001, 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

<PAGE>6

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, 2001 was $559,576. Available credit at
December 31, 2001 on the margin account is
$932,070.

Capital and Source of Liquidity

The Company currently leases its facilities from
Magellan Capital Corporation.  On 3-21-2002 Animal
cloning Sciences subsequently purchased the
property through the issuance of its Preferred
Stock and the assumption of long term debt.  The
purchase is a subsequent event and the transaction
does not appear on this year's financial
statement.

The Company did not have any financing activities
for the years ended December 31, 2001 and 2000.

Results of Operations

The Company's had no revenues in 2001 and had a
net loss of ($465,939).

General and administrative expenses for 2001 were
$473,700 compared to $307,854 in fiscal 2000.  The
major items for the 2001 increase in general
andadministrative expenses is amortization of
capitalized R&D/Goodwill and start-up expenses in
the R&D/DNA Lab.

Item 7.   Financial Statements and Supplementary
Financial Data.

Financial Statements

The response to this item is being submitted as a
separate section of this report beginning on page
10.

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 and 2001.

<PAGE>7

          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                     60             Chief Executive Officer
                                                   and Director,

Riccardo Mortara                    52             President and Director

Randall A. Baker                    58             Secretary 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.



<PAGE>8

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

Randall A. Baker is currently Secretary/Director
of the Company.  He attended the University of
Minnesota.  After a tour in the United States Navy
and a navigation teaching stint in San Francisco,
he began his investment career with the Pacific
Coast Stock Exchange followed by employment with a
number of major brokerage houses.   He then was
employed for twenty years as Executive Vice
President with Wm. Mason & Company, an Investment
counseling firm in Los Angeles.   Mr. Baker
designed and implemented all data systems, was
responsible for trading, personnel and was the
client/broker liaison.   Mr. Baker is currently
employed as the Vice President for Magellan
Capital Corporation, a merger and acquisition
firm.

Item 10. Executive Compensation at December 31,
2001

At December 31, 2001, 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, 2001, 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, 2001, 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, 2000, 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 to

<PAGE>9

which 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.

Item 10. Executive Compensation at December 31,
2001, Continued

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 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



<PAGE>10

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, 2001.


<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

Randall A. Baker                     23,383                   1.64%
83888 Avenue 51
Coachella, CA 92236

Robert J. Filiatreaux                79,283		        5.55%
77-545 Chillon
La Quinta, CA  92253
                                    -------                  ------
   Total                            355,151                  24.86%
                                    =======                  ======
</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

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



<PAGE>12

                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 29, 2002


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 29, 2002.



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

































             ANIMAL CLONING SCIENCES, INC.
       Index to Consolidated Financial Statements
   Fiscal years ending December 31, 2001 and 2000
<TABLE>
<CAPTION>
                                                          Page

                                                       <c>
Independent auditors' report                               F-2


Consolidated balance sheets, December 31, 2001 and 2000    F-3


Consolidated statements of operations, for the years
  Ended December 31, 2001 and 2000                         F-4


Consolidated statement of shareholders' equity, for period
  December 31, 1996 through December 31, 2001              F-5


Consolidated statements of cash flows, for
  the years ended December 31, 2001 and 2000               F-6


Notes to consolidated financial statements                 F-7 to F-14
</TABLE>


                                  F-1




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, 2001 and the related consolidated
statements of operations, shareholders' equity and
cash flows for the years ended December 31, 2001
and 2000.  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, 2001 and the results of their
operations and their cash flows for the year ended
December 31, 2001 in conformity with generally
accepted accounting principles.



/s/David Winings C.P.A.
Palm Desert
April 24, 2002




                     F-2



<PAGE>15
           ANIMAL CLONING SCIENCE, INC.
           CONSOLIDATED BALANCE SHEETS
            December 31, 2001 and 2000

                      ASSETS
<TABLE>
<CAPTION>
                                                   2001          2000

                                                 <c>           <c>
CURRENT ASSETS
 Cash                                          $    61,725   $   78,745
 Misc. other receivable/Ovvio Italy                    -0-      126,024
                                                 ---------     --------
  TOTAL CURRENT ASSETS                              61,725      204,769
                                                 ---------     --------
INVESTMENTS   (Note A & C)                       2,168,500    2,190,000
                                                 ---------    ---------
PLANT PROPERTY EQUIP NET OF ACCUM DEPREC.
 Office Eqpt-12/31/01($14,897);12/31/00($12,155)       -0-        2,742
 R&D/Lab Eqpt-12/31/01 ($600); 12/31/00($-0-)        5,400          -0-
              	                               ---------     --------
CAPITALIZED R&D MEDICAL DATA BASE NET OF ACCUM
 AMORTIZATION-12/31/01($79,000);12/31/00($-0-)     316,000      395,000
                                                 ---------     --------
GOODWILL/MEDICAL DATA BASE NET OF ACCUM
 AMORTIZATION-12/31/01($6,00);12/31/00($-0-)        24,000       30,000
                                                 ---------     --------
         TOTAL ASSETS                           $2,575,625   $2,822,511
                                                 =========    =========
             LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
 Investment margin account                      $  559,576   $  517,537
 Accounts payable                                    4,143        4,143
 Other accrued liabilities                          99,000       60,000
 Notes Payable-Officers/Directors Fees (Note H)    780,000      660,000
                                                ----------    ---------
TOTAL CURRENT LIABILITIES                        1,442,710    1,241,680

MINORITY INTEREST                                    2,000        2,000




           ANIMAL CLONING SCIENCE, INC.
           CONSOLIDATED BALANCE SHEETS
            December 31, 2001 and 2000
                   {Continued)

SHAREHOLDERS' EQUITY (Note E)
 Preferred stock, no par value;
 1,000,000 shares authorized;                          -0-          -0-

 Common stock, no par value;
 50,000,000 shares authorized;
 Issued and outstanding 1,428,253 at
 at 12/31/01 and 1,289,687 at 12/31/00          11,990,765   11,972,751

 Retained earnings (accum. deficit)            (10,859,959) (10,393,920)
                                                ----------   ----------
   TOTAL SHAREHOLDERS' EQUITY                    1,130,906    1,578,831
                                                ----------   ----------
         TOTAL LIABILITIES & EQUITY            $ 2,575,625  $ 2,822,511
                                                ==========   ==========
</TABLE>

See accompanying notes to the consolidated
financial statements.

                                  F-3



<PAGE>17

               ANIMAL CLONING SCIENCES, INC.
          CONSOLIDATED STATEMENTS OF OPERATIONS
                 For The Years Ended
                    December 31,
<TABLE>
<CAPTION>
                                               2001         2000

                                             <c>         <c>
GENERAL AND ADMINISTRATIVE EXPENSE          $ 473,700    $ 307,854
                                              -------      -------
LOSS FROM OPERATIONS                         (473,700)    (307,854)
                                              -------      -------
OTHER INCOME (EXPENSE)
  Dividend and interest income                 89,951      158,470
  Bank Interest Expense & Other Bank Charges ( 92,296)    ( 77,178)
  Foreign currency transaction (loss)(Note F)  10,106     ( 99,345)
  Gain (loss) on sale of marketable
  Securities/SFP Preferred Stock (Note C)         -0-     ( 58,409)
                                              -------      --------
    TOTAL OTHER INCOME (EXPENSE)                7,761     ( 76,462)
                                              -------      --------
(LOSS) BEFORE INCOME TAXES                   (465,039)    (384,316)

    INCOME TAX BENEFIT (EXPENSE)
      Current income tax benefit               20,832       17,183
      Deferred income tax expense             (20,832)     (17,183)
                                              -------      -------
(LOSS) FROM CONTINUING OPERATIONS           $(465,939)   $(384,316)
  Discontinued operations income (loss)           -0-          -0-
                                              -------      -------
NET (LOSS)                                  $(465,939)   $(384,316)
                                              =======      =======
Basic loss per common share,
continuing operations (Note A)             $     (.35)  $     (.28)
                                           ==========   ==========
Basic loss per common share,
discontinued operations                   $       -0-   $      -0-
                                          ===========   ==========
Basic weighted average common
shares outstanding (Note A)                 1,324,579    1,373,937
                                          ===========   ==========
Diluted loss per common share,
continuing operations (Note A)            $      (.09)  $     (.17)
                                          ===========   ==========
Diluted loss per common share,
discontinued operations                   $       -0-   $      -0-
                                          ===========   ==========
Diluted weighted average common
shares outstanding (Note A)                 5,039,329    2,270,468
                                          ===========   ==========
</TABLE>
See accompanying notes to the consolidated
financial statements.

                      F-4

<PAGE>18
        ANIMAL CLONING SCIENCES, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
      From December 31, 1996 through
           December 31, 2001
<TABLE>
<CAPTION>
                                                           Foreign Currency
           Preferred Stk.     Common  Stock       Retained    Translation
           Shares  $ Amt  Shs Issued Consideration (Deficit)    Gain (Loss)
BAL.FWD.   ------  ------ --------- -----------   ----------- --------------

          <c>     <c>      <c>       <c>           <c>            <c>
12/31/1999
$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 recon                 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 2000          		                   (384,316)

BALANCE
12/31/2000
$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 2001                                      (465,939)
           -----   -----   ---------  ---------- ----------    ---------
BALANCE-
12/31/2001
$1,130,906   -0-     -0-   1,428,353  11,990,765(10,859,859)         -0-
</TABLE>


	See accompanying notes to the consolidated
financial statements.

                                  F-5

<PAGE>19

            ANIMAL CLONING SCIENCES, INC.
        CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                         For The Years Ended
                                            December 31,
                                      ---------------------------
                                         2001             2000

                                       <c>               <c>
OPERATING ACTIVITIES
   Net (loss)                        $(465,939)         $(384,316)

TRANSACTIONS NOT REQUIRING CASH:
   Depreciation Fixed Assets             3,342              2,400
   Amortization Capital R&D/Goodwill    85,000                -0-

CASH PROVIDED (USED) ON CHANGES
IN ASSETS  DECREASE/(INCREASE)AND
IN LIABILITIES INCREASE/(DECREASE):
   Purch. R&D Lab Equipt. (Note D)      6,000)                -0-
   Accounts Payable/(decrease)             -0-            (14,254)
   Other Accrued Liabilities increase   39,000             18,000
   Officers/Directors Fees increase    120,000            120,000
   Purch. R&D MedData Base (increase)      -0-           (395,000)
   Set up Goodwill MedData (increase)      -0-            (30,000)
   Settle Recv. Ovvio Italy decrease   126,024                -0-
                                     ---------           ---------
NET CASH PROVIDED (USED) BY
   OPERATING ACTIVITIES               ( 98,573)          (683,170)
                                     ---------           ---------
INVESTING ACTIVITIES:
   Reduction SFP Investment(Note A)     21,500          1,943,960
   Cancellation Ovvio/Italy                -0-           (510,000)
   Issuance of Common Stock             18,014              2,500
   Writedown (Loss) SFP Common to FMV      -0-           (904,581)
   Net incr. SFP Margin Investment Act  42,039             14,193
                                     ---------          ---------
NET CASH PROVIDED (USED)
   INVESTING ACTIVITIES                 81,553            546,072

EFFECT OF EXCHANGE RATE CHANGES
   On Cash Translation/(loss)increase      -0-            216,036
                                     ---------           ---------
NET INCREASE (DECREASE) IN CASH      $( 17,020)          $ 78,938

CASH, BEGINNING OF PERIOD               78,545             (  193)
                                     ---------           --------
CASH, END OF PERIOD                  $  61,725           $ 78,745
                                     =========           ========



<PAGE>20

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


SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
   Cash paid during the period for:
    Interest & Chgs SFP Bank/Geneva  $  92,296         $   77,178
                                     =========          =========
    Income taxes                     $     -0-         $      -0-
                                     =========         ==========
</TABLE>

See accompanying notes to the consolidated
statements.

                                  F-6



<PAGE>21

          ANIMAL CLONING SCIENCES, INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               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.

Marketable securities:
Marketable securities consist of various equity
and debt securities and are stated at current


                        F-7

<PAGE>22


           ANIMAL CLONING SCIENCES, INC.
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               December 31, 2001

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

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 2001 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 12/31/2000 was $500.00 and $497.00 at
12/31/2001.

                          F-8



<PAGE>23

           ANIMAL CLONING SCIENCES, INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              December 31, 2001

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

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.  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, 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

                      F-9



<PAGE>24

         ANIMAL CLONING SCIENCES, INC.
   NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 31, 2001

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

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. 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.

                    F-10
<PAGE>25

           ANIMAL CLONING SCIENCES, INC.
   NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
               DECEMBER 31, 2001

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

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.
                    F-11

<PAGE>26

           ANIMAL CLONING SCIENCES, INC.
   NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
               DECEMBER 31, 2001

Note B:  Related party transactions continued

During 1999 a 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).

Note D:  Property and equipment

Property and equipment consisted of the following
at December 31, 2001:
<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


                               F-12


<PAGE>27

           ANIMAL CLONING SCIENCES, INC.
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 31, 2001

Note D:  Property and equipment continued

      Less accumulated depreciation      (14,897)          (    600)(a)
                                         -------            -------
      Property and equipment, net       $    -0-           $  5,400
                                        ========           ========
</TABLE>
      (a) 1/2 Depreciation; 5 yr useful life basis.

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

Note E:  Shareholders' Equity

Preferred stock:
The Company has authorized an aggregate of
1,000,000 shares of no par preferred stock as
follows:  As of the close of the fiscal year,
December 31, 2001, there were no preferred stock
shares issued and outstanding.

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

                    F-13



<PAGE>28

           ANIMAL CLONING SCIENCES, INC.
   NOTES TO CONSOLIDATED FINANCIAL STATEMENT
              DECEMBER 31, 2001

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, 2001 and 2000 was
$10,106/gain and $(99,345)/loss), 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, 2001 and 2000:
<TABLE>
<CAPTION>
                                                2001        2000

                                             <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, 2001 and 2000 deferred taxes
consisted of the following:
<TABLE>
<CAPTION>
                                                 2001        2000

                                               <c>        <c>
           Deferred tax assets,
             Net operating loss carry-forward  $611,147    $590,515
           Less valuation allowance            (611,147)   (590,515)
                                               --------    --------
              Net deferred taxes               $    -0-     $   -0-
                                               ========    ========
</TABLE>
                           F-15



<PAGE>29

           ANIMAL CLONING SCIENCES, INC.
   NOTES TO CONSOLIDATED FINANCIAL STATEMENT
              DECEMBER 31, 2001

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, 2001 and 2000
totaled $20,632 and $17,217, 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, 2001, 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, 2001, 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



                     F-16

<PAGE>30

          ANIMAL CLONING SCIENCES, INC.
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                DECEMBER 31, 2001

NOTE H:  Commitments and contingencies, continued

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 $1,495,573 at December 31, 2001.
The Investment Margin Account at December 31, 2001
and December 31, 2000 was $559,576 and $517,537,
respectively.

Stock option plan:
At December 31, 2001, 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, 2001, no options had been granted under the
plan.

Other stock options:
At December 31, 2001, 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.

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, 2001, no options had been granted.

Officers' salaries:
The board approved payment to two officers for
salaries in 1995, 1996, 1997, 1998, 1999, 2000 and
2001 totaling $780,000, payable in common stock of
the Company, based on the market value at time of
issuance.   At December 31, 2001 no amounts have

                     F-17



<PAGE>31

          ANIMAL CLONING SCIENCES, INC.
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                DECEMBER 31, 2001

NOTE H:  Commitments and contingencies, continued

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 2001.

Other receivable:
In March 2000, the merger with Ovvio/Italy was
rescinded. All transactions were reversed out
except the $126,024 accounts receivable due the
company from Ovvio/Italy. This entire amount was
paid off in full in the first quarter 2001.

Lease commitments:
On December 15, 2000 entered into a one year lease
with Canine Cryo-bank, Inc. for a cryo-bank
laboratory in San Marcos, California with
equipment for its use in preserving DNA samples of
cats and dogs for future use in cloning
procedure's of our clients pets. The total lease
amount for the 12 month period is $12,996, payable
monthly at $1,083.00.  The lease expired at its 1-
year expiration date, 12/15/2001 and was not
renewed.

Note I:  Industry and geographical segment
reporting

As of and for the years ended December 31, 2001
and 2000, the Company operated and had assets in
the United States and Europe as follows:
<TABLE>
<CAPTION>
                                           2001             2000

                                        <c>               <c>
INCOME (LOSS) FROM OPERATIONS
  United States                        $ (342,400)     $ (271,185)
  Europe                                 (123,539)       (113,131)
                                        ---------       ---------
TOTAL LOSS FROM OPERATIONS             $ (465,939)     $ (384,316)
                                        =========       =========
IDENTIFIABLE ASSETS
  United States                        $  407,125      $  506,487
  Europe                                2,168,500       2,316,024
                                        ---------       ---------
TOTAL IDENTIABLE ASSETS                $2,575,625      $2,822,511
                                        =========       =========
</TABLE>
                           F-18


Note J:  Discontinued operations

There were no costs associated with discontinued
operations in 2001 and
2000.

 Note K:  Events subsequent to the date of the
Auditor's Report (unaudited for Fiscal Year ended
December 31, 2001) are as follows:

On March 1, 2002, the Board of Directors held a
meeting, with all of the members participating.
The board approved an agreement to acquire the
land, equipment and brood mares being used by the
Company from Magellan Capital Corporation.  The
Company issued preferred stock which is redeemable
in five years by paying $150,000 plus interest or
the issuance of common stock with a market value
of $150,000 plus interest.  The Company also
assumed real estate loans on the property.


					F-19