## UNITED STATESSECURITIES AND
EXCHANGE COMMISSIONWashington,
D.C. 20549

## FORM 10-KSB

## ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended May 31, 2002

Commission File Number 0-31611

AVVAA WORLD HEALTH CARE PRODUCTS, INC.(Exact name of registrant as specified in its charter)

|Nevada                          | 88-395714          
|------------------------------- | -------------------
|(State or other jurisdiction of | (I.R.S. Employer   
|incorporation or organization)  | Identification No.)

PO Box 335, 3018 Schaeffer Road
Falkland, BC Canada     V0E 1W0
(Address of principal executive offices) (Zip Code)
(250) 379-2727
(Registrant''s telephone number, including area code)

Sierra Gigante Resources, Inc.
Suite 1000, 355 Burrard Street, Vancouver, Bc, Canada   V6C 2G8
(Former name, former address and former fiscal year,
if changed since last report)

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

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

Common Stock, $0.001 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 not
contained in this form, and no disclosure will be contained, to the best of the
registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. (   )

Revenues for year ended May 31, 2001:    $-0-

Aggregate market value of the
voting common stock held by non-affiliates of the
registrant as of September 10, 2002, was: $5,179,921

Number of shares of the registrant's common stock
outstanding as of September 10,
2002 is: 15,121,701

|Transfer Agent for the Company is: | Signature Stock Transfer, Inc.
14675 Midway Road, Suite 221
Addison, Texas 75001
|---------------------------------- | --------------------------------------------------------------------------------

---

PART I

# ITEM 1.     DESCRIPTION OF BUSINESS

GENERAL

Sierra Gigante Resources, Inc. (the "Company") was incorporated on June 3, 1998, in the State of Nevada. The
Company currently has yet to generate any revenues and in accordance with SFAS #7, is considered a development
stage company.

From
inception to March 14, 2000 the Company was actively engaged in the acquisition
and exploration of mineral properties containing gold, silver, copper, zinc
and/or other mineral deposits. The Company operated its preliminary business as
an exploration stage company with the intent to receive income from property
sales, joint ventures or other business arrangements with larger companies,
rather than developing and placing its properties into production on its own.

Pursuant
to an Assignment Agreement dated March 14, 2000 and completed May 9, 2000 the
Company acquired an Internet Web Site. The Company arranged for 500,000
previously issued restricted common shares be transferred to the vendor. The
fair value of the shares was $100,000 at the time of issuance. The transaction
was recorded as additional paid in capital as the transaction did not result in
the issuance of treasury shares. The vendor also received a stock option to
acquire 50,000 shares at a price of $0.40 per share expiring two years from date
of grant which were subsequently cancelled. The Company does not intend to
commercially exploit the business concept and management charged the net
carrying value of $62,500 to operations during fiscal 2001.

Pursuant
to an Agreement and Plan of Merger (the Acquisition Agreement)
effective September 12, 2000, the Company acquired 100% of all the issued and
outstanding shares of common stock of Anmore Management Inc., a Delaware
corporation, for $90,000 and 10,000 shares of the Company valued at a nominal
$10. On May 22, 2002, the Company and Anmore Management Inc. agreed to reduce
the cash settlement of the Acquisition Agreement to $40,000 from $90,000. As of
May 31, 2002, the Company had a remaining settlement balance owing of $17,500.
This balance was paid in full subsequent to year end. The acquisition was
approved by the Board of Directors and a majority of the shareholders of both
Anmore Management Inc. and the Company on September 12, 2000. Upon effectiveness
of the acquisition, the Company elected to become the successor issuer to Anmore
Management Inc. for reporting purposes under the Securities Exchange Act of 1934
(the Act) and elects to report under the Act effective September 12,
2000. Anmore Management Inc. assumed the name of the Company. The Companys
officers and directors will become the officers and directors of Anmore
Management Inc. Shares of the Company currently trade on PinkSheets under the
ticker symbol SGIG. The $40,010 was treated, for accounting
purposes, as a reduction of additional paid in capital and not as goodwill as
the nature of the transaction was to allow Sierra Gigante Resources, Inc. to
report under the Act by way of reorganization.

The
Company does not have significant cash or other material assets, nor does it
have an established source of revenues needed to cover its operating costs and
to allow it to continue as a going concern. The Company has ongoing overhead
expenses and will require significant capital to execute upon its business plan
to bring its new business to market. These factors raise substantial doubt as to
the ability to continue operations. These financial statements are prepared
using generally accepted accounting principles applicable to a going concern
which contemplates the realization of assets and liquidation of liabilities in
the normal course of business. The Company's ability to meet those obligations
and continue as a going concern is dependent upon raising new capital through
issuing debt and/or equity securities and then to generate revenues and profits.

On June 28, 2002 (the
Effective Date), pursuant to a Share Exchange and Share Purchase
Agreement (Share Exchange) among us; 648311 B.C. Ltd.
(648311), a British Columbia corporation and our wholly owned
subsidiary; and Mind Your Own Skin Products, Inc.,
(MYOSP) a British Columbia corporation, 648311 acquired 12,112,500
shares of MYOSP and we acquired 225,000 shares of MYOSP. The
aggregate of 12,337,500 shares of MYOSP represented all of the issued and
outstanding shares of MYOSP. In consideration for this transaction, the
shareholders that transferred 12,112,500 shares to 648311, received 12,112,500
exchangeable shares of 648311. At the time of closing of this transaction,
we issued 12,112,500 of our shares to 648311. The exchangeable
shares can be converted into an equivalent amount of our shares.
The one shareholder that transferred 225,000 shares in MYOSP to us
received 225,000 of our shares. Prior to this transaction, we
had 2,708,879 shares issued and outstanding. After this transaction,
we had 15,046,379 shares issued and outstanding.

On the Effective Date, Raymond Merry
resigned as our President and Chief Executive Officer, but remained as our director.
William G. Davenport resigned as our director.
The following persons became members of our board of directors: Jack Farley, Charles
Austin and Dr. Mark Alden.  Mr. Farley also became President and Chief Executive Officer and Mr.
Austin also became Chief Financial Officer and Secretary.

The Share Exchange was approved by the unanimous consent of the Board of Directors of Sierra Gigante,
648311 and MYOSP on June 28, 2002.

We changed our name to AVVAA World Health Care Products, Inc.

Business Plan

Presently, our mission is to provide medically safe, natural, non-toxic products
that treat skin abnormalities as well as enhance natural clarity and texture of healthy skin.

Pursuant to two separate license
agreements, as amended, we have been granted, by the inventor of certain products known as
Neuroskin, Nail Fit, Razor Rash, Dermac and Itch-X, the sole and exclusive right
and license to manufacture, produce, package, distribute, market, promote, use
and sell, among other things, certain human and animal skin care treatments and
products. These products have received US FDA approvals as compliant products
for over the counter pharmaceuticals as well as cosmetics skin care products.
Canadian DIN approvals for these products are in the process of renewal. The
license rights include all countries in the world with the exception of Germany,
Switzerland, Austria, The Netherlands, Belgium, Luxembourg and Lithuania.

The agreements provide for
the joint ownership of all applicable patents and patents pending, patent
applications, trade marks, copyright, secret processes, formulae, technical data
and other scientific and technical information has been secured.

We have developed a
business plan and conducted research with respect to marketing the products.

With a team of American
doctors and industry leaders, in pharmaceutical marketing and manufacturing,
weare poised to globally market, manufacture and
distribute over-the-counter, non-toxic, all natural skin care products to
control specific skin disorders including eczema, psoriasis, dermatitis, acne
and various other types of skin conditions.

The initial launch of
products will take place in the United States with an estimated market size of
40 million people and a market spending of US $4 Billion. US
market share projections reflect a 0.13% of total market share in Year 1,
increasing to 2.2% in Year 5. Canada and the rest of North and South America,
Latin America and the Caribbean will be penetrated in Years 4 and 5.

To carry out the marketing
strategies, we will concentrate on a strong relationship with consumer and
channel customers to drive sales in the market areas of direct consumer,
institutional, mainstream retail & specialty merchants, private brand and
cosmetic companies, and health and natural food stores. The core products will
be initially introduced throughout the US followed by the rest of the Americas
and the world. Contacting of both pharmaceutical sales and marketing
specialists, as well as manufacturing and distribution, companies has been
ongoing.

Our
confidence in the effectiveness and safety of these products is founded
in extensive data including European clinical trials and evaluation and research
spanning over a decade. Our major goal is to provide a better quality
of life for our customers by relieving the severe and underlying pain caused by
skin disorders while at the same time generating substantial returns for
investors.

We are currently
seeking US $14,000,000 of capital to fund the initial stages of our rollout
development and to progress the strategic business plan. Once funding is secured
we can aggressively and immediately move forward (a) to establish operations
and administration (b) to commence product manufacturing and distribution (c) to
launch our core products throughout the US and (d) to establish a research and
development division.

EMPLOYEES

As of September 10, 2002 AVVAA had filled the positions for the senior executive team
with appointments of the following officers: President and Chief Executive Officer, CFO and Secretary,
Executive Vice president Marketing and Sales, Vice president Animal Care
Products, Vice president Manufacturing and Distribution and Vice president
Research and Development. Seven additional key marketing and sales personnel
have been selected and are committed to joining AVVAA . There are no contractual
arrangements with the senior executive team or the additional employees.

# ITEM 2.     DESCRIPTION OF PROPERTY

During the year ending May 31, 2002, we shared office
space in a building located at Suite 1000-355 Burrard Street, Vancouver, British
Columbia, Canada. Our office provided sufficient work space for our
operations during such period. The office consisted of approximately 850 square feet leased to us at
the rate of approximately $4.00 (Canadian) per square foot or $3,424.00
(Canadian) per month including goods and services tax.

AVVAA's corporate office is located in Philadelphia, Pennsylvania at
Two Penn Center, Suite 200, Philadelphia, Pennsylvania 19102. The office consists approximately 750 square feet lease
to us at an annualized rate of $2,400.  The operations center is currently located at the
home of our President, Chief Financial Officer and Director, Jack Farley
at 3018 Schaeffer Road, Falkland, B.C. Canada and there is no charge.  AVVAA has
entered into negotiations for expanded office space for an operations center in the City of
Vernon B.C. Canada.

# ITEM 3.     LEGAL PROCEEDINGS

There is no litigation
pending or threatened by or against us.

# ITEM 4.     SUBMISSION OF MATTERS
TO A VOTE OF SECURITY HOLDERS

None.

---

PART II

# ITEM 5.     MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

On September 10, 2002 there
were approximately 47 shareholders of record of our common stock. Based
on information received from brokers and others in fiduciary capacities, we
estimate that the total number of shareholders of our common stock exceeds 47.
Our shares of common stock are currently traded on the OTC Electronic
Bulletin Board under the symbol AVVW.

The reported high and low
bid prices for our common stock are shown below for each quarter since February
23, 2001. The quotations reflect inter-dealer prices and do not include retail
mark-ups, mark-downs or commissions. The prices do not not necessarily reflect
actual transactions.

|Period                               | HIGH BID | LOW BID
|------------------------------------ | -------- | -------
|                                     |          |        
|2001                                 |          |        
|                                     |          |        
|First Quarter from February 23, 2001 | .156     | .05    
|Second Quarter                       | .18      | .10    
|Third Quarter                        | 1.40     | .11    
|Fourth Quarter                       | 1.25     | .125   
|                                     |          |        
|2002                                 |          |        
|                                     |          |        
|First Quarter                        | .60      | .10    
|Second Quarter                       | .90      | .135   
|Third Quarter to September 10, 2002  | .88      | .36    

DIVIDENDS

We intend to retain
future earnings to support our growth. Any payment of cash dividends in the
future will be dependent upon: the amount of funds legally available;
our earnings; financial condition; capital requirements; and other factors which
our Board of Directors deems relevant.

# ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

MANAGEMENT'S DISCUSSION

This report contains
forward-looking statements. The words, anticipate,
believe, expect, plan, intend,
estimate, project, could, may,
foresee, and similar expressions are intended to identify
forward-looking statements. Our actual results could differ materially from the
results discussed in the forward-looking statements.

PLAN OF OPERATIONS

Sierra Gigante Resources, Inc. (the "Company") was incorporated on June 3, 1998, in the State of Nevada. The
Company currently has yet to generate any revenues and in accordance with SFAS #7, is considered a development
stage company.

From
inception to March 14, 2000 the Company was actively engaged in the acquisition
and exploration of mineral properties containing gold, silver, copper, zinc
and/or other mineral deposits. The Company operated its preliminary business as
an exploration stage company with the intent to receive income from property
sales, joint ventures or other business arrangements with larger companies,
rather than developing and placing its properties into production on its own.

Pursuant
to an Assignment Agreement dated March 14, 2000 and completed May 9, 2000 the
Company acquired an Internet Web Site. The Company arranged for 500,000
previously issued restricted common shares be transferred to the vendor. The
fair value of the shares was $100,000 at the time of issuance. The transaction
was recorded as additional paid in capital as the transaction did not result in
the issuance of treasury shares. The vendor also received a stock option to
acquire 50,000 shares at a price of $0.40 per share expiring two years from date
of grant which were subsequently cancelled. The Company does not intend to
commercially exploit the business concept and management charged the net
carrying value of $62,500 to operations during fiscal 2001.

Pursuant
to an Agreement and Plan of Merger (the Acquisition Agreement)
effective September 12, 2000, the Company acquired 100% of all the issued and
outstanding shares of common stock of Anmore Management Inc., a Delaware
corporation, for $90,000 and 10,000 shares of the Company valued at a nominal
$10. On May 22, 2002, the Company and Anmore Management Inc. agreed to reduce
the cash settlement of the Acquisition Agreement to $40,000 from $90,000. As of
May 31, 2002, the Company had a remaining settlement balance owing of $17,500.
This balance was paid in full subsequent to year end. The acquisition was
approved by the Board of Directors and a majority of the shareholders of both
Anmore Management Inc. and the Company on September 12, 2000. Upon effectiveness
of the acquisition, the Company elected to become the successor issuer to Anmore
Management Inc. for reporting purposes under the Securities Exchange Act of 1934
(the Act) and elects to report under the Act effective September 12,
2000. Anmore Management Inc. assumed the name of the Company. The Companys
officers and directors will become the officers and directors of Anmore
Management Inc. Shares of the Company currently trade on PinkSheets under the
ticker symbol SGIG. The $40,010 was treated, for accounting
purposes, as a reduction of additional paid in capital and not as goodwill as
the nature of the transaction was to allow Sierra Gigante Resources, Inc. to
report under the Act by way of reorganization.

The
Company does not have significant cash or other material assets, nor does it
have an established source of revenues needed to cover its operating costs and
to allow it to continue as a going concern. The Company has ongoing overhead
expenses and will require significant capital to execute upon its business plan
to bring its new business to market. These factors raise substantial doubt as to
the ability to continue operations. These financial statements are prepared
using generally accepted accounting principles applicable to a going concern
which contemplates the realization of assets and liquidation of liabilities in
the normal course of business. The Company's ability to meet those obligations
and continue as a going concern is dependent upon raising new capital through
issuing debt and/or equity securities and then to generate revenues and profits.

Subsequent to May 31, 2002,
we consolidated our share capital on a 1 new for 5 old basis. We then acquired
12,337,500 shares of Mind Your Own Skin Products, Inc. (MYOSP) which
represented all of the issued and outstanding shares of MYOSP. In exchange, we
issued 12,337,500 shares to the shareholders of MYOSP. After this transaction we
have 15,046,379 shares outstanding. This acquisition resulted in a reverse
merger of our company by MYOSP. On July 5, 2002, we changed our name to AVVAA
World Health Care Products, Inc.

Our shares currently trade on the OTC Bulletin Board under the ticker symbol
"AVVW".

We do not have significant
cash or other material assets, nor do we have an established source of revenue
needed to cover our operating costs and to allow us to continue as a going
concern. We have ongoing overhead expenses and we will require significant
capital to execute upon our business plan to bring a new business to market.
These factors raise substantial doubt as to the ability for us to continue
operations. These financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. Our ability to meet those obligations and continue as a going concern
is dependent upon raising new capital through issuing debt and/or equity
securities and then to generate revenues and profits.

RESULTS OF OPERATIONS FOR THE YEAR ENDED MAY 31, 2002 ("2002") COMPARED TO THE
YEAR ENDED MAY 31, 2001 ("2001")

There were no revenues during 2002 and 2001.

The net income in 2002 was
$37,589 compared to a net loss of $252,215 in 2001, an increase of $289,804.

The main factor
contributing to net income in 2002 was the Presidents forgiveness of
$116,000 in unpaid management fees owing to him.

In 2002, there were
no expenditures on product development whereas in 2001 these expenditures
totaled $112,126.

Office, telephone and rent
expenditures were reduced by $21,123 to $12,158 in 2002 from $33,281 in 2001.

Consulting fees paid in
2002 were $53,882 compared to $50,500 in 2001. Of these amounts the consulting
fees paid to the President were $48,000 in 2002 and $48,000 in 2001.

LIQUIDITY AND CAPITAL RESOURCES

During the year ended May
31, 2002, we financed our operations from loan proceeds from our previous
President in the amount of $92,774.

These funds raised were
spent on operating activities of $92,875.

Our non-cash financing transactions were as follows:

| | o | 1,250,000 common shares
were issued at a fair market value of $0.02 per share for consulting services totaling $25,000
| | - | ----------------------------------------------------------------------------------------------------------------------
| | o | A $56,000 note owing to a
shareholder was settled by issuing 560,000 restricted common shares at $0.10 per
share.     

As at May 31, 2002, we had a
cash balance of $404 and prepaid expenses and other current assets totaling
$19,118 and current liabilities of $19,877 not including $97,759 owing to
our previous President and a shareholder for a working capital deficit of
$96,591. This working capital deficit situation is not adequate to meet our
current liabilities or costs for the next twelve months.

# ITEM 7.     FINANCIAL STATEMENTS

Our financial statements, together with the report of auditors, are included
herein.

---

Sierra Gigante Resources, Inc.
(A Development Stage Company)

|                                               |                                                                                     | Index  
|---------------------------------------------- | ----------------------------------------------------------------------------------- | -------
|Report of Independent Auditors                 | ................................................................................... | F-1    
|Consolidated Balance Sheets                    | ................................................................................... | F-2    
|Consolidated Statements of Operations          | ................................................................................... | F-3    
|Consolidated Statement of Stockholders' Equity | ................................................................................... | F-4    
|Consolidated Statements of Cash Flows          | ................................................................................... | F-5    
|Notes to the Consolidated Financial Statements | ................................................................................... | F-6-F-9

---

|M A N N I N G   E L L I O T T             | 11th floor, 1050 West Pender Street, Vancouver, BC, Canada V6E 3S7
|----------------------------------------- | ------------------------------------------------------------------
|                                          |                                                                   
|C H A R T E R E D   A C C O U N T A N T S | Phone 604.714.3600  Fax: 604.714.3669  
Web: manningelliott.com   

# Report of Independent
Auditors

To The Stockholders and Board of Directors
of Sierra Gigante Resources, Inc.

We have audited the
accompanying consolidated
balance sheets of Sierra Gigante Resources, Inc. (A Development Stage Company)
as of May 31, 2002 and 2001, and the related consolidated statements of
operations, stockholders equity and cash flows for the period from June 3,
1998 (date of inception) to May 31, 2002 and the years ended May 31, 2002 and
2001. These consolidated financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in
accordance with generally
accepted auditing standards used in the United States. Those standards require
that we 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 by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the
consolidated financial statements referred to above presents fairly, in all
material respects, the financial position of Sierra Gigante Resources, Inc. (A
Development Stage Company), as of May 31, 2002 and 2001, and the related
consolidated statements of operations, stockholders' equity and cash flows for
the period from June 3, 1998 (date of inception) to May 31, 2002 and the years
ended May 31, 2002 and 2001, in conformity with generally accepted accounting
principles used in the United States.

The accompanying
consolidated financial
statements have been prepared assuming the Company will continue as a going
concern. As discussed in Note 1 to the consolidated financial statements, the
Company has losses from operations since inception, no source of revenues and a
working capital deficit. These factors raise substantial doubt about the
Company’s ability to continue as a going concern. Management’s
plans in regard to these matters are also discussed in Note 1. These
consolidated financial statements do not include any adjustments which might
result from the outcome of this uncertainty.

/s/ "Manning Elliott"

Chartered Accountants

Vancouver, Canada

August 7, 2002

F-1

---

`Sierra Gigante Resources, Inc.
(A Development Stage Company)
Consolidated Balance Sheets


                                                                               May 31,        May 31,
                                                                                2002           2001
                                                                                  $              $
                                                       Assets

Current Assets

     Cash                                                                           404            505
     Prepaid expenses and other current assets                                   19,118          2,080
------------------------------------------------------------------------------------------------------

                                                                                 19,522          2,585

Property, Plant and Equipment [Note 3]                                            1,523          2,355
------------------------------------------------------------------------------------------------------

Total Assets                                                                     21,045          4,940
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------

                                        Liabilities and Stockholders' Equity

Current Liabilities

     Accounts payable                                                            17,877         88,108
     Accrued liabilities                                                          2,000          5,027
     Notes payable [Note 4]                                                           -         56,000
     Due to related parties [Note 5]                                             97,759        120,985
------------------------------------------------------------------------------------------------------

Total Current Liabilities                                                       117,636        270,120
------------------------------------------------------------------------------------------------------

Contingent Liability [Note 1]
Subsequent Event [Note 6]

Stockholders' Equity

     Common stock - 25,000,000 shares authorized at $.001 par value,
     13,544,397 and 11,734,397 issued and outstanding respectively               13,544         11,734

     Additional paid-in capital                                                 474,321        345,131

     Deficit accumulated during the development stage                          (584,456)      (622,045)
------------------------------------------------------------------------------------------------------

Total Stockholders' Equity                                                      (96,591)       265,180
------------------------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Equity                                       21,045          4,940
------------------------------------------------------------------------------------------------------


(See accompanying notes)

                                                       F-2


Sierra Gigante Resources, Inc.
(A Development Stage Company)
Consolidated Statements of Operations


                                                                  Accumulated from                For the
                                                                    June 3, 1998                Years Ended
                                                                 (Date of Inception)              May 31,
                                                                   to May 31, 2002         2002            2001
                                                                          $                  $               $

Revenues                                                                      -                   -               -
-------------------------------------------------------------------------------------------------------------------

Expenses

     Accounting and legal                                                84,075              11,591          23,509
     Bank charges                                                         6,342                 604           4,633
     Consulting [Note 5]                                                194,996              53,882          50,500
     Depreciation                                                         2,635                 832             832
     Forgiveness of consulting fees [Note 5]                           (116,000)           (116,000)              -
     Forgiveness of interest payable                                     (3,789)             (3,789)              -
     Investor relations                                                  15,000                   -          15,000
     Natural resource expenditures                                      153,774                   -           3,322
     Office, telephone and rent                                          86,885              12,158          33,281
     Product development                                                119,401                   -         112,126
     Selling and marketing                                               36,472               2,218           7,151
     Transfer agent and regulatory                                        4,665                 915           1,861
-------------------------------------------------------------------------------------------------------------------

Total Expenses                                                          584,456             (37,589)        252,215
-------------------------------------------------------------------------------------------------------------------

Net Income (Loss) For The Period                                       (584,456)             37,589        (252,215)
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------

Basic Net Income (Loss) Per Share                                                               .01           (0.02)
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------

Weighted Average Shares Outstanding                                                      12,641,000      11,719,000
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------



Diluted net loss per share has not been disclosed as the result is anti-dilutive.

(See accompanying notes)

                                                       F-3


Sierra Gigante Resources, Inc.
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity


                                                                                             Additional
                                                                          Common StockPaid-inAccumulated
                                                                       Shares      Amount      Capital        Deficit
                                                                          #           $           $              $
-----------------------------------------------------------------------------------------------------------------------

Balance at June 3, 1998 (Date of Inception)                                    -         -           -              -

Issuance of Shares:

   July 22, 1998, Rule 144 restricted shares for cash                  8,000,000     8,000           -              -
   August 28, 1998, unrestricted shares for cash                         761,160       761      52,579              -
   April 6, 1999, Rule 504 unrestricted shares for cash                   71,752        72      18,095              -
   April 6, 1999, Rule 504 unrestricted shares for
      conversion of convertible debentures                               208,484       208      60,250              -

Net Loss For The Period                                                        -         -           -       (102,298)
-----------------------------------------------------------------------------------------------------------------------

Balance at May 31, 1999                                                9,041,396     9,041     130,924       (102,298)

Issuance of Shares:

   June 24, 1999, Rule 144 restricted shares for cash                  2,000,000     2,000           -              -

   March 15, 2000, Rule 504 unrestricted shares for
        conversion of notes payable                                      505,667       506     151,194              -

   March 24, 2000, Rule 504 unrestricted shares for cash                 100,000       100      29,900              -

   May 9, 2000, previously issued restricted shares
        transferred to acquire property                                        -         -     100,000              -

Net Loss For The Year                                                          -         -           -       (267,532)
-----------------------------------------------------------------------------------------------------------------------

Balance at May 31, 2000                                               11,647,063    11,647     412,018       (369,830)

Issuance of Shares:

   July 25, 2000, Rule 504 unrestricted shares for cash                   77,334        77      23,123              -

   September 12, 2000, Rule 144 restricted shares for
       acquisition of Anmore Management Inc. [Note 1]                     10,000        10           -              -

   Reorganization costs                                                        -         -     (90,010)             -

Net Loss For The Year                                                          -         -           -       (252,215)
-----------------------------------------------------------------------------------------------------------------------

Balance at May 31, 2001                                               11,734,397    11,734     345,131       (622,045)

Issuance of Shares:

   July 16, 2001, restricted shares for
       conversion of notes payable                                       560,000       560      55,440              -

   February 1, 2002, unrestricted shares
       for consulting services                                         1,250,000     1,250      23,750              -

   Reduction of reorganization costs                                           -         -      50,000              -

Net Income For the Year                                                        -         -           -         37,589
-----------------------------------------------------------------------------------------------------------------------

Balance at May 31, 2002                                               13,544,397    13,544     474,321       (584,456)
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------


(See accompanying notes)

                                                       F-4


Sierra Gigante Resources, Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows

                                                                  Accumulated from                For the
                                                                    June 3, 1998                Years Ended
                                                                 (Date of Inception)              May 31,
                                                                   to May 31, 2002         2002            2001
                                                                          $                  $               $
Cash Flows to Operating Activities:
  Net income (loss)                                                    (584,456)             37,589        (252,215)
  Adjustments to reconcile net loss to cash
     Depreciation and amortization                                       40,135                 832          38,332
     Mineral properties written off                                     122,390                   -               1
     Web Site costs written down to net realizable value                 62,500                   -          62,500
     Recapitalization costs                                             (40,000)             50,000         (90,000)
     Stock based compensation                                             5,882               5,882               -
     Forgiveness of consulting fees                                    (116,000)           (116,000)              -
     Forgiveness of interest payable                                     (3,789)             (3,789)              -
  Changes to non-cash working capital items
     Decrease in prepaid expenses and other current assets                    -               2,080              58
     Increase (decrease) in accounts payable and accrued liabilities     23,666             (69,469)         82,099
-------------------------------------------------------------------------------------------------------------------

Net Cash Used in Operating Activities                                  (489,672)            (92,875)       (159,225)
-------------------------------------------------------------------------------------------------------------------

Cash Flows from Financing Activities:
  Proceeds from related party loans                                     213,759              92,774          89,144
  Proceeds from issuance of convertible debentures                       60,458                   -               -
  Proceeds from notes payable                                           219,900                   -          56,000
  Proceeds from issuance of shares                                      122,507                   -          11,000
-------------------------------------------------------------------------------------------------------------------

Net Cash Provided by Financing Activities                               616,624              92,774         156,144
-------------------------------------------------------------------------------------------------------------------

Cash Flows to Investing Activities:
  Acquisition of property, plant and equipment                           (4,158)                  -               -
  Mineral property costs                                               (122,390)                  -               -
-------------------------------------------------------------------------------------------------------------------

Net Cash Used in Investing Activities                                  (126,548)                  -               -
-------------------------------------------------------------------------------------------------------------------

Increase (Decrease) in Cash During the Period                               404                (101)         (3,081)

Cash - Beginning of Period                                                    -                 505           3,586
-------------------------------------------------------------------------------------------------------------------

Cash - End of Period                                                        404                 404             505
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------

Non-Cash Financing Activities
  Convertible debentures were converted into
     208,484 shares on April 16, 1999.                                   60,458                   -               -
  The Company acquired property through the
     transfer of 500,000 previously issued restricted
     shares at a fair value of $100,000.                                100,000                   -               -
  In March, 2000, the Company issued 505,667
     shares at a fair market value of $0.30 per share
     to repay notes payable.                                            151,700                   -               -
  In September, 2000 the Company issued 10,000
     shares valued at a nominal amount as part of
     recapitalizing the Company [Note 1]                                     10                   -              10
  On July 16, 2001, the Company issued 560,000 shares at a
     fair market value of $0.10 per share to repay notes payable         56,000              56,000               -
  On February 1, 2002, the Company issued 1,250,000 shares
     at a fair market value of $0.02 per share for consulting services   25,000              25,000               -
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------

Supplemental Disclosures:
  Interest paid                                                                                                   -
  Income taxes paid                                                                                               -
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------


(See accompanying notes)


                                                       F-5`

Sierra Gigante Resources, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements

|1. | Nature of Operations and Continuance of Business
|-- | ------------------------------------------------

| | Sierra Gigante Resources, Inc. (the "Company") was incorporated on June 3, 1998, in the State of Nevada. The
Company currently has yet to generate any revenues and in accordance with SFAS #7, is considered a development
stage company.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | From
inception to March 14, 2000 the Company was actively engaged in the acquisition
and exploration of mineral properties containing gold, silver, copper, zinc
and/or other mineral deposits. The Company operated its preliminary business as
an exploration stage company with the intent to receive income from property
sales, joint ventures or other business arrangements with larger companies,
rather than developing and placing its properties into production on its own.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Pursuant
to an Assignment Agreement dated March 14, 2000 and completed May 9, 2000 the
Company acquired an Internet Web Site. The Company arranged for 500,000
previously issued restricted common shares be transferred to the vendor. The
fair value of the shares was $100,000 at the time of issuance. The transaction
was recorded as additional paid in capital as the transaction did not result in
the issuance of treasury shares. The vendor also received a stock option to
acquire 50,000 shares at a price of $0.40 per share expiring two years from date
of grant which were subsequently cancelled. The Company does not intend to
commercially exploit the business concept and management charged the net
carrying value of $62,500 to operations during fiscal 2001.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Pursuant
to an Agreement and Plan of Merger (the Acquisition Agreement)
effective September 12, 2000, the Company acquired 100% of all the issued and
outstanding shares of common stock of Anmore Management Inc., a Delaware
corporation, for $90,000 and 10,000 shares of the Company valued at a nominal
$10. On May 22, 2002, the Company and Anmore Management Inc. agreed to reduce
the cash settlement of the Acquisition Agreement to $40,000 from $90,000. As of
May 31, 2002, the Company had a remaining settlement balance owing of $17,500.
This balance was paid in full subsequent to year end. The acquisition was
approved by the Board of Directors and a majority of the shareholders of both
Anmore Management Inc. and the Company on September 12, 2000. Upon effectiveness
of the acquisition, the Company elected to become the successor issuer to Anmore
Management Inc. for reporting purposes under the Securities Exchange Act of 1934
(the Act) and elects to report under the Act effective September 12,
2000. Anmore Management Inc. assumed the name of the Company. The Companys
officers and directors will become the officers and directors of Anmore
Management Inc. Shares of the Company currently trade on PinkSheets under the
ticker symbol SGIG. The $40,010 was treated, for accounting
purposes, as a reduction of additional paid in capital and not as goodwill as
the nature of the transaction was to allow Sierra Gigante Resources, Inc. to
report under the Act by way of reorganization.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Company does not have significant cash or other material assets, nor does it
have an established source of revenues needed to cover its operating costs and
to allow it to continue as a going concern. The Company has ongoing overhead
expenses and will require significant capital to execute upon its business plan
to bring its new business to market. These factors raise substantial doubt as to
the ability to continue operations. These financial statements are prepared
using generally accepted accounting principles applicable to a going concern
which contemplates the realization of assets and liquidation of liabilities in
the normal course of business. The Company's ability to meet those obligations
and continue as a going concern is dependent upon raising new capital through
issuing debt and/or equity securities and then to generate revenues and profits.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | Summary of Significant Accounting Policies
|-- | ------------------------------------------

| | Consolidated Financial Statements
| | ---------------------------------

| | These consolidated financial statements include the accounts of the Company and its wholly-owned US subsidiary,
Anmore Management Inc.
| | --------------------------------------------------------------------------------------------------------------------------------------

F-6

Sierra Gigante Resources, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements

|2. | Summary of Significant Accounting Policies (continued)
|-- | ------------------------------------------------------

| | Use of Estimates and Assumptions
| | --------------------------------

| | The preparation of financial statements requires management to make estimates and assumptions that affect the
amounts reported in the financial statements and accompanying notes. Actual results could differ from those
estimates.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Property, Plant and Equipment
| | -----------------------------

| | Office equipment is recorded at cost. Depreciation is computed on a straight-line basis using an estimated useful life
of five years.
| | -------------------------------------------------------------------------------------------------------------------------------------

| | Long Lived Assets
| | -----------------

Long
lived assets are recorded at cost. Amortization is computed on a straight-line
basis using estimated useful life.

| | The
carrying value of the long lived assets are evaluated in each reporting period
to determine if there were events or circumstances which would indicate a
possible inability to recover the carrying amount. Such evaluation is based on
various analyses including assessing the Companys ability to bring the
commercial applications to market, related profitability projections and
undiscounted cash flows relating to each application which necessarily involves
significant management judgment.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Year End
| | --------

| | The Company's fiscal year end is May 31.
| | ----------------------------------------

| | Basic and Diluted Net Income (Loss) per Share
| | ---------------------------------------------

| | The
Company computes net income (loss) per share in accordance with SFAS No. 128,
"Earnings per Share" (SFAS 128). SFAS 128 requires presentation of
both basic an diluted earnings per share (EPS) on the face of the income
statement. Basic EPS is computed by dividing net income (loss) available to
common shareholders (numerator) by the weighted average number of shares
outstanding (denominator) during the period. Diluted EPS gives effect to all
dilutive potential common shares outstanding during the period including stock
options, using the treasury stock method, and convertible preferred stock, using
the if-converted method. In computing Diluted EPS, the average stock price for
the period is used in determining the number of shares assumed to be purchased
from the exercise of stock options or warrants. Diluted EPS excludes all
dilutive potential shares if their effect is anti dilutive.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Cash and Equivalents
| | --------------------

| | For
the purpose of the statements of cash flows, all highly liquid investments with
the maturity of three months or less are considered to be cash equivalents.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Income Taxes
| | ------------

| | Income
taxes are provided for using the liability method of accounting in accordance
with Statements of Financial Accounting Standards No. 109 "Accounting for
Income Taxes". A deferred tax asset or liability is recorded for all
temporary differences between financial and tax reporting. Deferred tax expense
(benefit) results from the net change during the year of deferred tax assets and
liabilities.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | There
is no provision for income taxes due to net loss as incurred and no state income
tax in Nevada, the state of the Company's domicile. The Company's total deferred
tax asset as of May 31, 2002 and 2001, is as follows:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                       | 2002 | 2001     
|---------------------- | ---- | ---------
|                       | $    | $        
|Net operating loss     | -    | (252,000)
|Valuation allowance    | -    | 252,000  
|Net deferred tax asset | -    | -        

F-7

Sierra Gigante Resources, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements

|2. | Summary of Significant Accounting Policies (continued)
|-- | ------------------------------------------------------

| | Income Taxes (continued)
| | ------------------------

| | The Company has incurred net operating losses as follows:
| | ---------------------------------------------------------

|Year of Loss | Amount$ | Year of Expiration
|------------ | ------- | ------------------
|             |         |                   
|1999         | 68,000  | 2014              
|2000         | 268,000 | 2015              
|2001         | 252,000 | 2016              

| | Foreign Currency Translation
| | ----------------------------

| | Revenue,
expenses and non-monetary balance sheet items in foreign currencies are
translated into U.S. dollars at the rate of exchange prevailing on the
transaction dates. Monetary balance sheet items are translated at the rate
prevailing at the balance sheet date. The resulting exchange gain or loss is
included in expenses.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Accounting for Stock-Based Compensation
| | ---------------------------------------

| | SFAS
No. 123, "Accounting for Stock-Based Compensation," requires that
stock awards granted subsequent to January 1, 1995, be recognized as
compensation expense based on their fair value at the date of grant.
Alternatively, a company may account for granted stock awards under Accounting
Principles Board Opinion (APB) No. 25, "Accounting for Stock Issued to
Employees," and disclose pro forma income amounts which would have resulted
from recognizing such awards at their fair value. The Company has elected to
account for stock-based compensation expense under APB No. 25 and make the
required pro forma disclosures for compensation expense (see Note 7).
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Financial Instruments
| | ---------------------

| | The
fair value of the Companys current assets and current liabilities were
estimated to approximate their carrying values due to the immediate or
short-term maturity of these financial instruments. The Company operates in
Canada and virtually all of its assets and liabilities are giving rise to
significant exposure to market risks from changes in foreign currency rates. The
financial risk is the risk to the Companys operations that arise from
fluctuations in foreign exchange rates and the degree of volatility of these
rates. Currently, the Company does not use derivative instruments to reduce its
exposure to foreign currency risk.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Property, Plant and Equipment
|-- | -----------------------------

|                 | Cost$ | AccumulatedAmortization$ | 2002Net CarryingValue$ | 2001Net CArryingValue$
|---------------- | ----- | ------------------------ | ---------------------- | ----------------------
|                 |       |                          |                        |                       
|Office equipment | 4,158 | 2,635                    | 1,523                  | 2,355                 

|4. | Notes Payable
|-- | -------------

| | The
notes were unsecured, due on demand and bear interest at prime plus 1%. On July
16, 2001 these notes totalling $56,000 were converted into 560,000 restricted
common shares at $0.10 per share.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | Due to Related Parties/Related Party Transactions
|-- | -------------------------------------------------

| | (a) | The Company paid consulting fees of $48,000 (2001 - $48,000) to the President of
the Company. On June 30, 2002, the President forgave $116,000 in unpaid
management fees owing to him.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | Amounts owing to related parties represent cash advances from the President of
the Company which are unsecured, non-interest bearing and due on demand.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------

F-8

Sierra Gigante Resources, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements

|6. | Subsequent Event
|-- | ----------------

| | Subsequent
to May 31, 2002 the Company consolidated its share capital on a 1 new for 5 old
basis. The Company then acquired 12,337,500 shares of Mind Your Own Skin
Products, Inc. (MYOSP) which represented all of the issued and
outstanding shares of MYOSP. In exchange, the Company issued 12,337,500 shares
to the shareholders of MYOSP. After this transaction the Company has 15,046,379
shares outstanding. This acquisition resulted in a reverse merger of the Company
by MYOSP. The Company will change its name to AVVAA World Health Care Products,
Inc.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | MYOSP
doing business as AVVAA World Health Care Products is a global biotechnology
company providing all natural, therapeutic skin care products that improve the
quality of life and well being for customers. Its patented European skin care
formulas are scientifically developed to relieve and treat the symptoms of skin
diseases including eczema, psoriasis and acne. MYOSP will globally manufacture
and market the O-T-C Neuroskin line of skin care products through mass, food and
drug channels in the United States. Its four flagship core products are FDA
approved.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-9

---

# ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Our accountant is Manning
Elliott, Chartered Accountants of Vancouver, British Columbia, Canada. We do not
presently intend to change accountants. At no time has there been any
disagreements with such accountants regarding any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.

---

PART III

# ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS:
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Our directors and officers
as of May 31, 2002 and September 10, 2002, are set forth below. The directors hold office for their
respective term and until their successors are duly elected and qualified.
Vacancies in the existing Board are filled by a majority vote of the remaining
directors. The officers serve at the will of the Board of Directors.

|Name                     | Age | Position                                                                                                   
|------------------------ | --- | -----------------------------------------------------------------------------------------------------------
|                         |     |                                                                                                            
|Jack Farley              | 59  | President, Chief Executive Officer and Director as of September 10, 2002                                   
|                         |     |                                                                                                            
|Charles Austin           | 65  | Chief Financial Officer, Secretary and Director as of September 10, 2002                                   
|                         |     |                                                                                                            
|Dr. Mark Alden           | 50  | Director as of September 10, 2002                                                                          
|                         |     |                                                                                                            
|Raymond Merry            | 44  | President,
Chief Executive Officer and Director as of May 31, 2002;
Director only as of September 10, 2002;
|                         |     |                                                                                                            
|Dr. William G. Davenport | 57  | Director as of May 31, 2002; no longer a Director as of September 10, 2002                                 

JACK FARLEY has been our
President, Chief Executive Officer and a member of the Board of Directors since
June 28, 2002. Since November 1995 he has been the President of Mind Your Own
Skin Products, Inc. Since such time he was also President and Chief Executive
Officer of Shield- Tech Products Inc. an environmental products company which
Mr. Farley founded. In December 2000 he resigned as officer of Shield-Tech
Products, Inc. to work full time for Mind Your Own Skin Products, Inc. Mr.
Farley has undertaken extensive training courses in public speaking skills,
financial analysis, marketing, negotiating, management and labor relations.

From September 1963 to
1995, Mr. Farley worked for Petro-Canada Marketing, a major international
petroleum corporation. Between 1963 and 1972, Mr. Farley was employed in several
capacities at Petro-Canada Marketing as a Sales Trainee up to a Senior Marketing
Representative for all markets in Northern Manitoba. From 1973 to 1989 he was
employed at Petro-Canada Marketing in the following capacities: Manager,
Planning Advisor, Merchandising Advisor, Forestry Account Executive. From1989 to
1995 he was the Senior Forestry Account Executive for Western Canada and manager
of Bunker (heavy fuel) sales out of the Western Canadian Refineries. As the
Senior Forestry Account Executive he was responsible for the sales and
distribution to all major forestry companies in Western Canada. Mr. Farley was
also a Lubricant Technical Sales and Marketing Consultant for the United Stated
markets from June 1996 to June 1998. He brings extensive experience in planning,
distribution, retailing, merchandising and contract negotiation.

CHARLES AUSTIN has been our
Chief Financial Officer, Secretary and a member of the Board of Directors since
June 28, 2002. Mr. Austin was the Chief Financial Officer and Manager of
Development and Planning of Mind Your Own Skin Products, Inc. In such capacity
he assisted the President in preparing business plan and operating budgets and
prepared long range financial projections and facility plans. He also completed
all required financial statements and conducted the annual strategic planning
meeting with the Executive Team.

From 1999 to 2000 he worked
as a consultant for BC businesses. He conducted assessment of businesses and
profitability improvement checkups and identified and reported areas for profit
improvement. He also assisted these companies in the development of business
plans and assisting in the implementation of related action plans.

---

From 1997 to 1999 he was
the managing director of Triathlon Canada where he facilitated in the development and
implementation of a strategic plan entitled Towards 2000 and Beyond.
He also participated in the development of prize winning marketing materials and
had extensive involvement in the fund raising and communications program.

From 1970 to 1996 he was a
Senior Audit Partner for Ernst & Young, Mr. Austin provided audit,
accounting, taxation, information systems and general business advice to a wide
range of clients including many public companies ranging from start-ups to
multi-nationals. Some of his clients included: Luscar, Echo Bay Mines, ZCL
Manufacturing, Falconbridge and Inventronics. He was also a member of Ernst
& Youngs National Audit Policy and Accounting Policy Committees. Mr.
Austin received his Bachelor of Business Administration (honours) from the
University of Western Ontario in 1961 and became a chartered accountant in 1964.

DR. MARK ALDEN has been a member of our Board of Directors since June 28, 2002.  Dr. Alden
has been associated with Mind Your Own Skin Products, Inc.  for the last 7 years and has worked
on applications of Mind Your Own Skin Products, Inc.'s products.  He is in the process of
commencing clinical trials that include effective burn treatment.

Since August 2000 he has
been the Clinical Service Chief and Assistant Professor at the Medical College
of Pennsylvania-Hahnemann University. From February 1999 to August 2000 he was
the Chairman of the Radiation Oncology Department at the Wiles-Barre General
Hospital. From April 1997 to January 1999 he was the medical director of the
TriCounty Regional Cancer Center (Holy Redeemer Hospital and Warminster General
Hospital) in Southampton, Pennsylvania. From December 1995 to April 1997 he was
employed at the St. Mary Regional Cancer Center in Langhorne, Pennsylvania. From
January 1993 to December 1995 Dr. Alden was an Assistant Professor and
Instructor at the Department of Radiation Oncology and Nuclear Medicine at the
Thomas Jefferson University Hospital.

Dr. Alden received his
Associate Arts Degree in 1973 from the Academy of the New Church College in Bryn
Athyn, Pennsylvania. He received in Bachelor of Arts Degree from Penn State
University in 1975. In 1979, he received his Master of Divinity from the Academy
of the New Church Theological School in Bryn Athyn, Pennsylvania. He received
his Doctor of Medicine in 1988 from the Jefferson Medical Hospital in
Philadelphia, Pennsylvania in 1988 and his General Surgery PGYI from Abington
Memorial Hospital in 1989. He was a resident and a fellow in the Department of
Radiation Oncology and Nuclear Medicine at Thomas Jefferson University Hospital
from 1989 to 1992. He is licensed in Pennsylvania, New Jersey and Indiana and
was Board Certified in Radiation Oncology in 1994. He has also published many
articles and been involved in both National and Local Presentations.

RAYMOND MERRY is our Director.  He was our
President, Chief Executive Officer and Director as of May 31, 2002. Mr. Merry
served as our President, CEO and as a Director since his appointment on July 1,
1998.

Mr. Merry has over 20 years of successful entrepreneur experience in a variety
of business settings.  He was President/owner of Eye to Eye Optical Ltd. from
1979 to 1984.  In this capacity, he was responsible for marketing, sales and
general management functions. Over the last fifteen years, Mr. Merry has been
involved with Canadian public companies in the acquisition of mining properties.
He has been involved in raising investment capital for numerous projects and has
experience with  international investments.  He was a director of Bookergold
Explorations Ltd. from July 19, 1996 to September 9, 1998. Mr. Merry brings an
extensive knowledge of business management and expertise to us.

DR. WILLIAM G. DAVENPORT, was our Director as of May 31, 2002.
He is no longer a director.   Dr. Davenport was appointed to our Board of
Directors on March 29, 2000.

Dr. Davenport has a Ph.D. in psychology from the University of Newcastle in
Australia.  He has authored numerous articles in signal detection and decision-
making.  Dr. Davenport has managed, owned, operated and supervised the
construction of numerous nursing homes in the Greater Vancouver region and is
President of both High West Homes Ltd. and Argosy Limited (from 1980 to the
present date), and was a Vice President and Principal of Capital Development
Corporation from 1991 until 1994. Both companies provide financing structures
for the development of health care centers, nursing homes, retirement facilities
and multi- family housing units. Dr. Davenport's firm has been involved in
financing and investment structures for international projects.

Dr. Davenport holds a
securities license and has extensive experience in financing of private and
public companies. Prior to his financial career, Dr. Davenport held a senior
position with the Government of British Columbia, Ministry of Advanced Education
and was an instructor at both the University of British Columbia and Simon
Fraser University. Dr. Davenport brings a wide range of business and financial
experience to our Board of Directors.

None of our Officers and/or
Directors have filed any bankruptcy petition, been convicted of or been the
subject of any criminal proceedings or the subject of any order, judgment or
decree involving the violation of any state or federal securities laws within
the past five (5) years.

CERTAIN LEGAL PROCEEDINGS

No director, nominee for
director, or executive officer of the Company has appeared as a party in any
legal proceeding material to an evaluation of his ability or integrity during
the past five years.

Compliance with Section 16(a) of the Exchange Act

Since becoming a 1934 Act
company on September 22, 2000, we have not yet filed Form 3s for any of
our officers, directors or 10% shareholders. In addition, we have not filed a
Form 5 for our fiscal year ended May 31, 2001 or May 31, 2002.

# ITEM 10.     EXECUTIVE COMPENSATION

The following information
relates to compensation received by our officers in fiscal year ending May 31,
2002 and 2001 whose salary and compensation exceeded $100,000. In fiscal year
ending May 31, 2002 and 2001, no officer received compensation in excess of
$100,000.

Employment Agreements. No
officer or director has been granted an employment contract or been provided a
future benefit to be received upon separation from service with us.

# ITEM 11.     SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets
forth as of September 10, 2002, information with respect to the beneficial
ownership of our common stock by (i) each person known by us to own beneficially
5% or more of such stock, (ii) each Director who owns our common stock, and
(iii) all Directors and Officers as a group, together with their percentage of
beneficial holdings of our outstanding shares. We currently have a total of
15,121,701 sharesissued and outstanding.

Security Ownership of Beneficial Owners

|Name ofBeneficial Owner                                                                             | Shares ofCommon Stock | Percent of Class
|--------------------------------------------------------------------------------------------------- | --------------------- | ----------------
|                                                                                                    |                       |                 
|Jack Farley
3018 Schaeffer Road
Falkland, BC, Canada
VOE 1Wo                                        | 4,950,000 (1)         | 32.73%          
|                                                                                                    |                       |                 
|Charles Austin
13503 Surmac Lane
Vernon, BC, Canada
V1B 1A1                                         | 187,500               | 1.24%           
|                                                                                                    |                       |                 
|Dr. Mark Alden
2709 Alden Road
Bryn Athyn, Pennsylvania 19009                                       | 225,000               | 1.49%           
|                                                                                                    |                       |                 
|Ray Merry
355 Burrard Street, Suite 1000
Vancouver, BC, Canada
V6C 2G8                              | 1,300,000             | 8.60%           
|                                                                                                    |                       |                 
|Peter Thomas Black
684 Gleneagles Drive
Kamloops, BC, Canada
V2E 1Z1                                | 975,000               | 6.45%           
|                                                                                                    |                       |                 
|Frederick Taylor
88 Lakeport Road, Unit #13
St. Catherines, Ontario, Canada
L2N 4P8                 | 975,000               | 6.45%           
|                                                                                                    |                       |                 
|S. Anne Taylor and
Barrie Taylor
88 Lakeport Road, Unit #13
St. Catherines, Ontario, Canada
L2N 4P8 | 975,000               | 6.45%           
|                                                                                                    |                       |                 
|Lloyd Clay
1128 Limestone Cres
Prince George, BC, Canada
V2M 4Z2                                    | 975,000               | 6.45%           
|                                                                                                    |                       |                 
|Gail Christine Strachan
9262 Highway 97A
RR1 S8 C13
Mara, BC, Canada
V0E 2KO                        | 975,000               | 6.45%           
|                                                                                                    |                       |                 
|Directors and Officers as
a group (4 persons)                                                       | 6,662,500             | 44.06%          

(1) This amount includes 2,475,000 shares owned by Lorie
Dale Campbell-Farley, Mr. Farley's wife.

---

Officers and Directors

|Name ofBeneficial Owner                                                | Shares ofCommon Stock | Percent of Class
|---------------------------------------------------------------------- | --------------------- | ----------------
|                                                                       |                       |                 
|Jack Farley
3018 Schaeffer Road
Falkland, BC, Canada
VOE 1Wo           | 4,950,000             | 32.73%          
|                                                                       |                       |                 
|Charles Austin
13503 Surmac Lane
Vernon, BC, Canada
V1B 1A1            | 187,500               | 1.24%           
|                                                                       |                       |                 
|Dr. Mark Alden
2709 Alden Road
Bryn Athyn, Pennsylvania 19009          | 225,000               | 1.49%           
|                                                                       |                       |                 
|Ray Merry
355 Burrard Street, Suite 1000
Vancouver, BC, Canada
V6C 2G8 | 1,300,000             | 8.60%           
|                                                                       |                       |                 
|Directors and Officers as a
group (4 persons)                          | 6,662,500             | 44.06%          

# ITEM 12.     CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS.

There are no related party
transactions, or any other transactions or relationships required to be
disclosed pursuant to Item 404 of Regulation S-B apart from the following:

(a)  Our operations
center is currently located at the home of our President, Chief Financial Officer and Director, Jack Farley
at 3018 Schaeffer Road, Falkland, B.C. Canada and there is no charge.

(b)   Marino
Middleton-Consulting Agreement. On March 14, 2000, we entered into a consulting
agreement with Marino Middleton. The consulting agreement is for an initial
six-month term, and may be extended for further six-month terms on the mutual
agreement of the parties. Under the terms of the consulting agreement, Mr.
Middleton provides us with computer-related services, including, but not limited
to, website design, software and database application design and implementation,
market research and promotion, co-ordination of staffing and employees and such
further and other services as the parties may agree to. Mr. Middleton is
compensated on an hourly rate for such services as he may be called upon to
provide, at the rate of Cdn$50.00 per hour.

(c)   Marino
Middleton-Assignment Agreement. On March 14, 2000, we entered into an assignment
agreement with Isoplus Quality Systems Ltd., and its principal Marino Middleton
whereby we were assigned all of Isoplus and Middletons right, title and
interest in and to the e-commerce industrial auction web site concept and
related programming and documentation (see Item 1-Description of
Business for full details).

None of the directors,
executive officers nor any member of the immediate family of any director or
executive officer has been indebted to us since its inception. We have not and
do not intend to enter into any additional transactions with our management or
any nominees for such positions. We have not and do not intend to enter into any
transactions with our beneficial owners.

Our management is involved
in other business activities and may, in the future become involved in other
business opportunities. If a specific business opportunity becomes available,
such persons may face a conflict in selecting between our business and their
other business interests. We have not and do not intend in the future to
formulate a policy for the resolution of such conflicts.

---

PART III

# ITEM 13.     EXHIBITS
AND REPORTS ON FORM 8-K

|(a) | The following documents are filed as part of this report:                                          
|--- | ---------------------------------------------------------------------------------------------------
|    |                                                                                                    
|1.  | Financial statements; see index to financial statement and schedules
under Item 7 herein.          
|    |                                                                                                    
|2.  | Financial statement schedules; see index to financial statements and
schedules under Item 7 herein.
|    |                                                                                                    
|3.  | Exhibits:                                                                                          

The following exhibits are
filed with this Form 10-KSB and are identified by the numbers indicated: see
index to exhibits immediately following financial statements and schedules of
this report.

|3(i) | Certificate of Incorporation, as amended (1)                                                                     
|---- | -----------------------------------------------------------------------------------------------------------------
|     |                                                                                                                  
|3.2  | Bylaws, as amended (1)                                                                                           
|     |                                                                                                                  
|(1)  | Incorporated by reference to the Registrant's Form 8-K12G3, filed on
September 22, 2000 (SEC File No. 000-31611).
|     |                                                                                                                  
|(b)  | Reports on Form 8-K                                                                                              
|     |                                                                                                                  
|     | None                                                                                                             

# ITEM 14.     Controls and Procedures

I Jack Farley certify that:

|1. | I have reviewed this annual report on Form 10-KSB of AVVA World Health Care
Products, Inc.
|-- | ------------------------------------------------------------------------------------------

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

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

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

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

| | b) | evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date with 90 days prior to the filing date of this annual
report (the Evaluation Date); and
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

| | a) | all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the
registrants auditors and material weakness in internal controls; and
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

Dated:     September 2,  2002

|/s/    Jack Farley
President, Chief Executive Office and
Director
|-----------------------------------------------------------------

---

SIGNATURES

Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, there unto duly authorized.

|AVVAA WORLD HEALTH CARE PRODUCTS, INC.
|--------------------------------------
|                                      
|By:                                   

Dated: September 12, 2002

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
and on the dates indicated.

|By: | /s/
     Jack Farley
Jack Farley       | President, Chief Executive Officer and Director | Dated:   September 12,  2002
|--- | -------------------------------------- | ----------------------------------------------- | ----------------------------
|    |                                        |                                                 |                             
|By: | /s/
     Charles Austin
Charles Austin | Chief Financial Officer, Secretary and Director | Dated:   September 12,  2002
|    |                                        |                                                 |                             
|By: | /s/
     Mark Alden
Mark Alden         | Director                                        | Dated:   September 12,  2002
|    |                                        |                                                 |                             
|By: | /s/
     Raymond Merry
Raymond Merry   | Director                                        | Dated:   September 12,  2002
|    |                                        |                                                 |