---

---

SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549

---

FORM 10-KSB

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2002

Commission file number 1-9431

---

ESCAGENETICS CORPORATION(Name of Small Business Issuer in Its Charter)

|Delaware                                                       |  | 94-3012230                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or Other Jurisdiction of
Incorporation or Organization) |  | (I.R.S. Employer Identification No.)
|Suite 605, 1075 Bellevue Way NE, Bellevue, WA                  |  | 98004                               
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          
|(206) 901-3595(Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:

None

Securities
registered under Section 12(g) of the Exchange Act:

Common
Stock, $0.0001 par value per share.

Check
whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for past 90 days.

Yes
ý No o

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

Issuer's
revenues for its most recent fiscal year were $-0-.

As
of December 10, 2002, the aggregate market value of the voting stock held by non-affiliates (based upon the average bid and asked price on such date) was $8,297. Check whether
the issuer has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

Yes
ý No o

The
number of shares outstanding of the issuer's common stock as of December 10, 2002 was 73,402,516 shares.

Transitional
Small Business Disclosure Format (check one):

Yes
o No ý

---

---

---



Part I

Item 1Description of Business

Formed
in 1986, ESCAgenetics Corporation ("the Company") was organized to develop and commercialize high-value, plant derived products for the agricultural and pharmaceutical markets. The
Company actively conducted its business between 1987 and the early part of 1995. In January 1995, the Company scaled back its business activities and became largely a dormant business. In
January 1996, the Company filed a bankruptcy petition for protection under Chapter 11 of the U.S. Bankruptcy Code.

The
Company's amended plan of reorganization (the "Amended Plan of Reorganization") became effective on August 22, 1996. Under the Amended Plan of Reorganization, GFL Ultra Fund, Ltd.
("Ultra"), the Company's largest debt holder, received 25% of the cash available to unsecured creditors and 90% of the Company's common stock. The remaining cash was distributed proportionately to the
remaining unsecured creditors and the remaining 10% of the Company's common stock remained owned by its previous shareholders. The bankruptcy proceeding was officially closed effective
March 31, 1997. In July, 1998 Genesee Holdings, Inc. ("Holdings") acquired by merger all the assets of Ultra.

By
the end of 1996, the Company sold or disposed of all of its assets other than cash on hand and the stock of PHYTOpharmaceuticals, Inc. (an inactive majority owned subsidiary) and SRE
ESCAgenetics Corporation (an inactive wholly owned subsidiary).

The
Company has been dormant during the fiscal year ended September 30, 2002. The Company has had no employees since November 1996. The Company does not plan to continue the business
activities that it conducted prior to its reorganization. It plans to pursue a business combination or other strategic transaction. No candidate for such a transaction has been identified. The Company
believes its status as a public company may be attractive to a private company wishing to avoid an initial public offering but there is no guarantee that a business combination or other strategic
transaction will be consummated.

Item 2Description of Property

None.

Item 3Legal Proceedings

None.

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

No
matters were submitted to a vote of the shareholders during the fourth quarter of fiscal 2002.

2

---

Part II

Item 5Market for Common Equity and Related Shareholder Matters

The
Company's Common Stock trades under the symbol "ESNG" on the OTC Bulletin Board. The market for the Company's Common Stock is limited, sporadic and highly volatile. The following table sets forth
the high and low bid prices per share of the Company's Common Stock during its last two
fiscal years as reported by the OTC Bulletin Board. These prices reflect inter-dealer prices, without retail mark-ups, mark-downs or commissions, and may not necessarily
represent actual transactions.

High

LowFiscal 2001First Quarter

0.0313

0.0110Second Quarter

0.0290

0.0110Third Quarter

0.0220

0.0150Fourth Quarter

0.0150

0.0100Fiscal 2002First Quarter

0.0100

0.0070Second Quarter

0.0090

0.0060Third Quarter

0.0050

0.0050Fourth Quarter

0.0050

0.0050


The
number of shareholders of record as of September 30, 2002 was 491.

It
is the present policy of the Company not to pay cash dividends. Any payment of cash dividends in the future will depend upon the amount of funds legally available for that purpose, the Company's
earnings, financial condition, capital requirements and other factors that the Board of Directors may deem relevant.

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

The
Company has had no revenues from operations since the reorganization date. The Company does not plan to continue the business activities that it previously conducted. It plans to pursue a business
combination or other strategic transaction. No candidate for such a transaction has been identified. The Company believes its status as a public company may be attractive to a private company wishing
to avoid an initial public offering but there is no guarantee that a business combination or other strategic transaction will be consummated.

The
Company expects to fund its expenses during fiscal 2003 with advances from its majority shareholder, Holdings. These advances are expected to total approximately $50,000 during fiscal 2003. The
Company expects Holdings to continue to fund its expenses until a business combination or other strategic transaction is consummated, however such funding is not guaranteed. There is no guarantee that
the Company is a viable party for a business combination or other strategic transaction. If a business combination or other strategic transaction is not consummated in a timeframe suitable to Holdings
or cannot be consummated due to excessive cost or for any other reason, Holdings may cease to advance funds to the Company.

The
Company has no employees and no fixed assets. The Company does not anticipate hiring any employees or purchasing any assets until such time as a business combination or other strategic transaction
is consummated or is imminent.

Item 7Financial Statements

The
financial statements of the Company are included in this report commencing on page F-1.

Item 8Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None.

3

---

Part III

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

Executive Officers and Directors

The
following table sets forth the name, age and position of each person who was serving as an executive officer or director of the Company as of December 10, 2002:

Name

Age

OfficeMichelle Kline

45

President, Treasurer, Secretary, DirectorGreg L. Key

37

Director


Ms. Kline
was appointed as an officer and director on August 23, 1996. Mr. Key was appointed as a director on October 9, 1998. Ms. Kline and Mr. Key have been
employees of Genesee Services Corp., an affiliate of Holdings, since 1990.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a)
of the Securities Exchange Act of 1934, as amended, requires the Company's officers and directors, and persons who own more than ten percent of a registered class of the Company's
equity securities, to file reports of ownership and changes of ownership with the Securities and Exchange Commission (the "SEC"). Officers, directors and greater than ten percent shareholders are
required by SEC regulation to furnish the Company with copies of all such reports they file.

Based
solely on its review of the copies of such reports received by the Company, the Company believes that, during the fiscal year ended September 30, 2002, all filing requirements applicable
to its officers and directors, and all of the persons known to the Company to own more than ten percent of its Common Stock, were complied with by such persons.

Item 10Executive Compensation

The
Company has had no employees since November 1996 and did not compensate its officer or directors during the fiscal year ended September 30, 2002. Ms. Kline and Mr. Key
are compensated by their employer for services rendered to their employer. No portion of their compensation is specifically attributable to their service as an officer or director of the Company.

Item 11Security Ownership of Beneficial Owners and Management

The
table below sets forth information as to the beneficial owner of record that was known by the Company to own beneficially more than 5% of the issued and outstanding Common Stock of the Company as
of December 10, 2002.

Title of Class

Name and Address of
Beneficial Owner

Amount and Nature of
Beneficial Ownership

Percent of
ClassCommon Stock

Genesee Holdings, Inc.
c/o ESCAgenetics Corporation
Suite 605, 1075 Bellevue Way NE
Bellevue, WA 98004

97,910,000 shares*

93.0%


---

Neither
Ms. Kline nor Mr. Key beneficially owns any shares of the Company or an interest in Holdings.

4

---

Item 12Certain Relationships and Related Transactions

At
September 30, 2002 the Company owed $240,000 to Holdings for loans provided to finance the Company's business activities. The loans are convertible into equity at the rate of 130 shares per
dollar at Holding's option. Holdings has waived its right to receive interest on the loans through September 30, 2002. Subsequent to September 30, 2002, Holdings advanced an additional
$5,000 to the Company.

During
the fiscal year ended September 30, 2002, the Company paid $2,700 to an affiliate of Holdings for general and administrative expenses consisting primarily of accounting and research
services.

Item 13Exhibits, Lists and Reports on Form 8-K

Exhibit #



Exhibit Title3.1

*

Certificate of incorporation3.2

**

By-laws21



Subsidiaries of registrant99.1



Certification Pursuant to 18 U.S.C Section 1350


---

Item 14Controls and Procedures

The
Company has been dormant during the fiscal year ended September 30, 2002. The Company has had no employees since November 1996. Within 90 days prior to the filing date of this
report, to the extent applicable to a dormant company, the Company carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as
defined in Exchange Act Rule 13a-14c). Based upon that evaluation, the Chief Executive and Financial Officer concluded that the Company's disclosure controls and procedures are
effective.

There
were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation.

5

---

SIGNATURES

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

|ESCAGENETICS CORPORATION                                                                                                                                                      |                                             | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------- | 
|By                                                                                                                                                                            | /s/ MICHELLE KLINEMichelle Kline, President | 
|Dated: December 30, 2002                                                                                                                                                      |                                             | 
|In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|/s/ MICHELLE KLINEMichelle Kline, Principal Executive, Financial and Accounting Officer and Director                                                                          |                                             | 
|Date: December 30, 2002                                                                                                                                                       |                                             | 
|/s/ GREG L. KEYGreg L. Key, Director                                                                                                                                          |                                             | 
|Date: December 30, 2002                                                                                                                                                       |                                             | 

---

CERTIFICATIONS

I,
Michelle Kline, certify that:





|December 30, 2002                                                                |  | 
|-------------------------------------------------------------------------------- |  | 
|/s/ MICHELLE KLINEMichelle Kline
Chief Executive Officer
Chief Financial Officer |  | 

---

INDEPENDENT AUDITORS' REPORT

ESCAgenetics
Corporation
Bellevue, Washington

We
have audited the accompanying consolidated balance sheet of ESCAgenetics Corporation and subsidiaries (the Company) as of September 30, 2002, and the related consolidated statements of
operations and shareholders' equity (deficit), and cash flows for the year then ended. The financial statements of the Company for the year ended September 30, 2001, were audited by other
auditors whose report, dated November 1, 2001, expressed an unqualified opinion on those statements and included an explanatory paragraph that described the going concern issue discussed in
Note 1 to the financial statements. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements
based on our audit.

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

In
our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 30, 2002, and the results of its operations
and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the
Company's recurring losses from operations and shareholders' capital deficiency raise substantial doubt about its
ability to continue as a going concern. Management's plans concerning these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

DELOITTE &
TOUCHE LLP

Seattle,
Washington
December 18, 2002

F-1

---



ESCAGENETICS CORPORATION AND SUBSIDIARIESCONSOLIDATED BALANCE SHEET        SEPTEMBER 30, 2002

|ASSETS                                         |                                                                                                         
|---------------------------------------------- | --------------------------------------------------------------------------------------------------------
|Current assets                                 |                                                                                                         
|                                               | Cash                                                                                                    
|                                               |                                                                                                         
|                                               |                                                                                                         
|                                               |                                                                                                         
|LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) |                                                                                                         
|Liabilities:                                   |                                                                                                         
|                                               | Accounts payable                                                                                        
|                                               | Due to Genesee Holdings, Inc.                                                                           
|                                               |                                                                                                         
|                                               |                                                                                                         
|                                               |                                                                                                         
|Shareholders' equity (deficit):                |                                                                                                         
|                                               | Preferred stock; $0.01 par value; 1,000,000 shares authorized; none issued or outstanding               
|                                               | Common stock; $0.0001 par value; 101,000,000 shares authorized; 73,402,516 shares issued and outstanding
|                                               | Additional paid-in capital                                                                              
|                                               | Accumulated deficit                                                                                     
|                                               |                                                                                                         
|                                               |                                                                                                         
|                                               |                                                                                                         
|                                               |                                                                                                         
|                                               |                                                                                                         

See notes to consolidated financial statements.

F-2

---



ESCAGENETICS CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS AND  SHAREHOLDERS EQUITY (DEFICIT)

|                                           |                            | Years ended September 30, |           
|------------------------------------------ | -------------------------- | ------------------------- | ----------
|
|Revenues                                   |                            | $                         | 0         
|                                           |                            |                           |           
|Operating expenses:                        |                            |                           |           
|                                           | Accounting and legal       |                           |           
|                                           | General and administrative |                           |           
|                                           |                            |                           |           
|                                           |                            | Total expenses            |           
|                                           |                            |                           |           
|Net loss                                   |                            |                           | (40,000   
|Accumulated deficit, beginning of year     |                            |                           | (345,000  
|                                           |                            |                           |           
|Accumulated deficit, end of year           |                            | $                         | (385,000  
|                                           |                            |                           |           
|Net loss per share, basic and diluted      |                            | $                         | (0.00     
|                                           |                            |                           |           
|Weighted average common shares outstanding |                            |                           | 73,402,516
|                                           |                            |                           |           

See notes to consolidated financial statements.

F-3

---



ESCAGENETICS CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                                |                            | Years ended September 30,             |        
|------------------------------------------------------------------------------- | -------------------------- | ------------------------------------- | -------
|
|Cash flows from operating activities:                                           |                            |                                       |        
|                                                                                | Net loss                   |                                       | $      
|                                                                                | Change in accounts payable |                                       |        
|                                                                                |                            |                                       |        
|                                                                                |                            | Net cash used in operating activities |        
|                                                                                |                            |                                       |        
|Net cash provided by financing activities, advances from Genesee Holdings, Inc. |                            |                                       | 31,000 
|                                                                                |                            |                                       |        
|Net increase (decrease) in cash                                                 |                            |                                       | (11,000
|Cash at beginning of year                                                       |                            |                                       | 11,000 
|                                                                                |                            |                                       |        
|Cash at end of year                                                             |                            | $                                     | 0      
|                                                                                |                            |                                       |        

See notes to consolidated financial statements.

F-4

---



ESCAGENETICS CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS        FOR THE YEARS ENDED SEPTEMBER 30 2002 AND 2001





F-5

---







F-6

---

QuickLinks