**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**    ****


**Washington,
      D.C. 20549**





**FORM
      10-KSB/A**


(Amendment
      No. 1 to Form 10KSB)





x
            **ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**
              **FOR
                THE FISCAL YEAR ENDED DECEMBER 31,
                2007**





o
            **TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**
              **FOR
                THE TRANSITION PERIOD FROM _____________ TO
                __________________**





**Commission
      file number 000-50601**




**EUGENE
      SCIENCE, INC.**


**(Name
      of small business issuer in its charter)**





**Delaware**
            **33-0827004****(State
                or other jurisdiction**
              **of
                incorporation or organization)**
            **(I.R.S.
                Employer**
              **Identification
                No.)**





**8th
      Floor, LG Palace Building, 165-8 Donggyo-Dong, Mapo-Gu, Seoul,
      Korea**


**(Address
      of principal executive offices)**





**Issuer’s
      telephone number: 82-2-338-6283**





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





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





**Common
      Stock, par value $0.0001 per share**


(Title
      of
      Class)




Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act.  ̈




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 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 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.  ̈




The
      issuer’s revenues for the most recent fiscal year were $538,988.




As
      of
      March 31, 2008, the aggregate market value of voting and non-voting common
      stock
      held by non-affiliates of the issuer, based upon the closing sales price of
      $0.17 per share of common stock on March 31, 2008, was approximately
      $7,963,893.




The
      number of outstanding shares of the issuer’s common stock as of March 31, 2008
      was 46,846,434




Transitional
      Small Business Disclosure Format (Check one): Yes  ̈ No x

















**EXPLANATORY
      NOTE**




This
      Amendment No. 1 to the Annual Report on Form 10-KSB of Eugene Science, Inc.
      (“Eugene Science”, “we”, “our,” “us,” or the “Company”) for the fiscal year
      ended December 31, 2007, which was originally filed with the Securities and
      Exchange Commission on April 14, 2008, is being filed solely to amend and
      restate the responses to Item 8A. This Amendment No. 1 does not reflect events
      occurring after April 14, 2008, the date of the filing of our original Form
      10-KSB, or modify or update those disclosures that may have been affected by
      subsequent events.






















**PART
      II**




**Item
      8A. Controls and Procedures.**




**Internal
      Control Over Financial Reporting**







The
      Company’s management, with the participation of the Company’s chief executive
      officer and chief financial officer, evaluated the effectiveness of the
      Company’s disclosure controls and procedures as of the end of the period covered
      by this report. The term “disclosure controls and procedures,” as defined in
      Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other
      procedures of a company that are designed to ensure that information required
      to
      be disclosed by a company in the reports that it files or submits under the
      Exchange Act is recorded, processed, summarized and reported, within the time
      periods specified in the Securities and Exchange Commission’s rules and forms.
      Disclosure controls and procedures include, without limitation, controls and
      procedures designed to ensure that information required to be disclosed by
      a
      company in the reports that it files or submits under the Exchange Act is
      accumulated and communicated to the company’s management, including its
      principal executive and principal financial officers, as appropriate to allow
      timely decisions regarding required disclosure. Management recognizes that
      any
      controls and procedures, no matter how well designed and operated, can provide
      only reasonable assurance of achieving their objectives and management
      necessarily applies its judgment in evaluating the cost-benefit relationship
      of
      possible controls and procedures. Based on the evaluation of the Company’s
      disclosure controls and procedures as of the end of the period covered by this
      report, the Company’s chief executive officer and chief financial officer
      concluded that, as of such date, the Company’s disclosure controls and
      procedures were not effective for the reasons disclosed below.




The
      Company has limited revenue and only six employees. One employee, the internal
      controller, is responsible for daily financial bookkeeping responsibilities.
      The
      internal controller reports directly to the Company’s chief financial officer.
      The chief financial officer prepares a monthly report for the chief executive
      officer and the board of directors of the Company to review. The board of
      directors consists of three members and holds a minimum of one meeting per
      month. The financial state of the company is discussed in depth by the board
      of
      directors, which includes review of the monthly report. After each quarter,
      the
      board of directors reviews a combined quarterly report and signs off based
      on
      its evaluation that the financial statements are accurate. The CFO will then
      provide the approved quarterly financial report to the Company’s auditors for
      their review.




The
      Company has certain internal control deficiencies that we consider to be
      material weaknesses, including: (1) the Company’s operations are primarily
      located in South Korea and the initial bookkeeping is prepared according to
      Korean GAAP and then converted to U.S. GAAP which often leads to discrepancies;
      (2) due to having minimal employees, there are only two levels of control from
      the internal controller to the chief financial officer and thus, minimal levels
      of checks and balances; and (3) the staff of the Company is somewhat
      inexperienced with the regulatory requirements of a public company in the United
      States.




The
      internal controller and the chief financial officer are working together to
      keep
      each other appraised of items which may require disclosure and to see that
      proper level of disclosure is made.




**Disclosure
      Controls and Procedures**




Management
      of the Company is responsible for establishing and maintaining adequate internal
      control of over financial reporting as defined in Rule 13a-15(f) under the
      Securities Exchange Act of 1934. We have assessed the effectiveness of those
      internal controls as of December 31, 2007, using the Committee of Sponsoring
      Organizations of the Treadway Commission (“COSO”) *Internal
      Control - Integrated Framework* as a basis for our assessment.




Because
      of inherent limitations, internal control over financial reporting may not
      prevent or detect misstatements. Projections of any evaluation of effectiveness
      to future periods are subject to the risk that controls may become inadequate
      because of changes in conditions, or that the degree of compliance with the
      policies and procedures may deteriorate. All internal control systems, no matter
      how well designed, have inherent limitations Therefore, even those systems
      determined to be effective can provide only reasonable assurance with respect
      to
      financial statement preparation and presentation. Further, the design of a
      control system must reflect the fact that there are resource constraints, and
      the benefits of controls must be considered relative to their
      costs.




A
      material weakness in internal controls is a deficiency in internal control,
      or
      combination of control deficiencies, that adversely affects the Company’s
      ability to initiate, authorize, record, process or report external financial
      data reliably in accordance with accounting principles generally accepted in
      the
      United States of America such that there is more than a remote likelihood that
      a
      material misstatement of the Company’s annual or interim financial statements
      that is more than inconsequential will not be prevented or detected. In the
      course of making our assessment of the effectiveness of internal controls over
      financial reporting, we identified a material weakness in our internal control
      over financial reporting. This material weakness consisted of inadequate
      staffing and supervision within the accounting operations of our company. The
      relatively small number of employees who have bookkeeping and accounting
      functions prevents us from segregating duties within our internal control
      system. The inadequate separation of duties is a weakness because it could
      lead
      to the untimely identification and resolution of accounting and disclosure
      matters or could lead to a failure to perform timely and effective reviews.
      However, we have determined that the addition of personnel to our bookkeeping
      and accounting operations is not an efficient use of our resources at this
      time.







Because
      of the above condition, the Company’s internal controls over financial reporting
      were not effective as of December 31, 2007.




This
      annual report does not include an attestation report of the Company’s registered
      public accounting firm regarding internal control over financial reporting.
      Management’s report was not subject to attestation by the Company’s registered
      public accounting firm pursuant to temporary rules of the Securities and
      Exchange Commission that permit the Company to provide only management’s report
      in this annual report.




**Changes
      In Internal Control Over Financial Reporting**




There
      were no changes in our internal control over financial reporting (as defined
      in
      Rules 13(a)-15(f) and 15(d)-15(f) under the Exchange Act) during the fourth
      fiscal quarter ended December 31, 2007, that have materially affected, or are
      reasonably likely to materially affect, our internal control over financial
      reporting.




**Item
      13. Exhibits.**




The
      exhibits set forth below are filed as part of this Amended Annual Report on
      Form
      10-KSB:




**Exhibit****Number**
            
            **Description**31.1
            
            Amended
                Certification of Principal Executive Officer Pursuant to Rule
                13a-14(a)/15d-14(a) under the Securities Exchange Act of
                1934.31.2
            
            Amended
                Certification of Principal Financial Officer Pursuant to Rule
                13a-14(a)/15d-14(a) under the Securities Exchange Act of
                1934.32.1
            
            Amended
                Certification of Principal Executive Officer Pursuant to Rule
                13a-14(b)/15d-14(b) under the Securities Exchange Act of 1934 and
                18
                U.S.C. Section 1350.32.2
            
            Amended
                Certification of Principal Financial Officer Pursuant to Rule
                13a-14(b)/15d-14(b) under the Securities Exchange Act of 1934 and
                18
                U.S.C. Section 1350.














**SIGNATURES**





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


EUGENE
                SCIENCE, INC.By:
            /s/ Christopher
              CraneyChristopher
                Craney
              Chief
                Executive Officer
              (Principal
                Executive Officer)




Date:
      August 18, 2008



























**Exhibit
      Index**




**Exhibit****Number**
            
            **Description**31.1
            
            Amended
                Certification of Principal Executive Officer Pursuant to Rule
                13a-14(a)/15d-14(a) under the Securities Exchange Act of
                1934.31.2
            
            Amended
                Certification of Principal Financial Officer Pursuant to Rule
                13a-14(a)/15d-14(a) under the Securities Exchange Act of
                1934.32.1
            
            Amended
                Certification of Principal Executive Officer Pursuant to Rule
                13a-14(b)/15d-14(b) under the Securities Exchange Act of 1934 and
                18
                U.S.C. Section 1350.32.2
            
            Amended
                Certification of Principal Financial Officer Pursuant to Rule
                13a-14(b)/15d-14(b) under the Securities Exchange Act of 1934 and
                18
                U.S.C. Section 1350.