<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  -------------
                                   FORM 10-KSB

                                   (Mark One)

              [X]  ANNUAL REPORT UNDER SECTION 13 or 15(d) of the
                         SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year ended February 28, 2002

                         Commission File Number: 0-15382

                                  GAMOGEN, INC.
           (name of small business issuer as specified in its charter)

     New York                                        13-3341562
     (State or other jurisdiction of               (IRS Employer
     Incorporation or Organization)              Identification No.)


1930 Village Center Circle, Suite 3-83, Summerlin, Nevada              89134
       (Address of Principal Executive Offices)                      (Zip code)

                    Issuer's telephone number: (702) 615-5922

Securities registered under section 12(b) of the Exchange Act: None

Securities registered under section 12(g) of the Exchange Act: Common Stock,
                                                               $.01 par value


     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 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 here 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 the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this 10-KSB or
any amendment to this Form 10-KSB. [ ]

       Registrant had no revenues during the year ended February 28, 2002.

     Aggregate market value of Registrant's voting and non-voting common equity
held by non-affiliates as of May 1, 2002: $130,000.

     At February 28, 2002, Registrant had outstanding 1,380,311 shares of common
stock, $.01 par value.


<PAGE>

                                TABLE OF CONTENTS

Part I

Item 1.   Description of Business

Item 2    Description of Property

Item 3    Legal Proceedings

Item 4    Submission of Matters to a Vote of Security Holders

Part II

Item 5    Market for the Company's Common Equity and Related Stockholder Matters

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

Item 7    Financial Statements

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

Part III

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

Item 10   Executive Compensation

Item 11   Security Ownership of Certain Beneficial Owners and Management

Item 12   Certain Relationships and Related Transactions

Item 13   Exhibits and Reports on Form 8-K

SIGNATURES

EXHIBITS


                                       2
<PAGE>

PART I

ITEM 1. Description Of Business

Gamogen, Inc. ("Registrant" or the "Company") was incorporated under the laws of
the State of New York, on March 17, 1986, by its parent company, Repro-Med
Systems, Inc. for the purpose of acquiring, developing and marketing medical
products for use in the treatment of impotence. In September 1986, Registrant
acquired, by assignment from Repro-Med, Dr. Adrian Zorgniotti and Andrew
Sealfon, all rights to an injectable drug combination treatment for male
impotence and two related products: a drug intermixing delivery system and an
implantable prosthesis for dispensing drugs. The assignment of these three
products included rights to all related technology and products. On May 27,
1987, Registrant acquired the rights to certain gynecological products which it
assigned to its Gyneco, Inc. subsidiary which immediately commenced
manufacturing and marketing a line of gynecological products through US and
foreign distributors, US hospitals and private physicians.

During 2000 and 1999 the Gyneco subsidiary accounted for 100% of Gamogen's
consolidated sales. The Gyneco products include the Thermal Cautery System for
tubal ligation and the Masterson Endometrial Biopsy System. Gyneco's products
are governed by the FDA's regulations for Class II medical devices. A portion of
Gyneco's sales came from royalties paid by its affiliate Repro-Med. These
royalties began in fiscal 1993, when Repro-Med began compensating Gyneco for the
use of certain tooling and parts of Gyneco's proprietary design. Payments to
Gyneco totaled $11,728 in 2000. There have been no payments to Gyneco in 2001 or
2002.

In July 1993 Registrant acquired the rights to an Oral Treatment for Male
Impotence which was subsequently sold to a biotechnology company, Zonagen, Inc.
In September 1997, Gamogen received final payment of $558,000 from the sale.
This payment represented the discounted sales price of $708,000 less $150,000 of
Option Maintenance payments Registrant had previously received from Zonagen,
Inc.

In October 1998, Gamogen, in an effort to improve its revenues and cash flow
from operations, entered into a joint venture with its then affiliate, Repro-Med
Systems, Inc., to develop and market a new vacuum, impotence treatment device
named Restore, believing that there remained a market for more conventional
impotency treatments, like Restore, after the introduction in early 1998 of
Viagra, which initially accounted for 95% of new prescriptions for the treatment
of impotence. In this market, men, due to specific health reasons or for other
problems which Viagra is ineffective, continue to require traditional treatments
using devices such as the Restore vacuum pump.

On or about November 8, 1999, Southridge Group LLC ("Southridge"), a limited
liability company organized under the laws of Nevada, purchased 649,200 shares
of common stock, constituting approximately 52.78% of the then issued and
outstanding capital stock of Registrant, from Repro-Med Systems, Inc. Southridge
paid Repro-Med an aggregate of $263,564 consisting of cash in the amount of
$80,000 and a promissory note in the amount of $183,564 ("Note") guaranteed by
Yale Farar, the principal of Southridge.

Concurrent with Southridge's purchase of the shares from Repro-Med, Gamogen sold
substantially all of its assets to Repro-Med in exchange for the Note. In
connection with this transaction, Gamogen delivered general releases to its
directors, who were at that time also directors of Repro-Med.

As a result of the sale of substantially all of its assets, Registrant currently
has no operations and became a development stage company. Southridge purchased
the shares from Repro-Med for the purpose of gaining control of Registrant and
thereafter for the purpose of seeking to have Registrant serve as a vehicle to
effect a merger, exchange of capital stock, asset acquisition or other business
combination ("Business Combination") with an operating business. No assurance
can be given that Registrant, or Southridge on behalf of Registrant, will be
able to effect a Business Combination.

Registrant, on January 8, 2002 entered into an Agreement and Plan of Merger
("Agreement"). Among other things, the Agreement provides (1) for the sale by
the Registrant at $0.10 per share of 950,000 shares of its common stock to
Southridge and 1,500,000 shares of its common stock to the parent company of
CDMI Productions, Inc. ("CDMI"), and (2) the issuance by the Registrant of
2,169,689 shares of its common stock for all the outstanding shares of CDMI. In
addition, the Agreement provided that Southridge make a payment of $55,000 on
its note to the


                                       3
<PAGE>

Registrant and further, that the Registrant pay Southridge a fee for investment
banking and similar services in the amount of approximately $96,000 which would
be offset against the note and reduce the unpaid balance to zero. The Agreement
further provides that the Registrant would change its name to CDMI Productions,
Inc. Closing is subject to certain condition and there is no assurance that the
transaction will be consummated. The transactions in the Agreement will be more
fully described in the Registrant's information statement which it will
distribute to stockholders before the meeting to approve those transactions.

CDMI is a development stage company that was organized in November 2001. It
intends to produce feature length motion pictures at low or moderate cost. CDMI
proposes to enter into distribution agreements with domestic theatrical,
European theatrical, video, DVD, Internet, and international theatrical
distribution markets. In addition, CDMI proposes to provide sound stages,
production facilities as well as specialized equipment to the entertainment
industry. CDMI's assets will include an option (exercisable to January 2003) to
purchase, for $100, a 20% interest in a production facility in Portugal. CDMI's
proposed business, and certain related risk factors, will be described in the
Registrant's information statement relating to proposed merger with CDMI.

ITEM 2. Description Of Property

As of February 28, 2002, Registrant did not and currently does not own or lease
any real property.

Registrant's current address and telephone number are:

Gamogen, Inc.
1930 Village Center Circle, Suite 3-83
Summerlin Nevada 89134
(702) 615-5922

Registrant currently does not have, and as of February 28, 2002, did not have
any tangible fixed assets.

ITEM 3. Legal Proceedings

None.

ITEM 4. Submission of Matters To A Vote Of Security Holders

No matters were submitted to a vote of security holders in the fourth quarter of
the year ended February 28, 2002. The Company has an information statement
pending with the SEC covering a proposed merger with CDMI Productions, Inc.,
however, the meeting described in that information statement has not been held.
That information statement will be distributed to the Company's stockholders
before the meeting to approve the merger with CDMI.

PART II

ITEM 5. Market for Company's Common Equity and Related Stockholder Matters

Gamogen is authorized to issue 50,000,000 shares of common stock, $.01 par
value, of which 1,380,311 shares were issued and outstanding as of February 28,
2002. On that date, the Company's common stock was held by approximately 145
beneficial owners.

To our knowledge there has been only minimal trading in Gamogen common stock for
the calendar years ended December 2000 and December 2001. Our common stock is
traded on the Over-The-Counter Bulletin Board market under the symbol "GAMN."
The following table sets forth the high and low closing bid quotations for the
common stock as reported by Pink Sheets, LLC and the NASDAQ Historical Data
Service for the periods indicated. These

                                       4
<PAGE>

quotations represent interdealer prices, without retail mark-up, mark-down or
commission and may not represent actual transactions.

                             YEAR ENDED                 YEAR ENDED
                           DECEMBER 31, 2000         DECEMBER 31, 2001
                                         (Amounts in $)
                             High        Low       High          Low
     1st Quarter              0.01        0.01      1.75      0.34375
     2nd Quarter              None        None       0.3          0.3
     3rd Quarter              0.11        0.08      0.47         0.35
     4th Quarter            0.3125      0.3125     0.455         0.25

Gamogen has not declared or paid any cash dividends on our common stock and does
not anticipate that any cash dividends will be paid in the foreseeable future.

Recent Sales of Unregistered Securities
---------------------------------------

During the 2001 fiscal year, we made the following sales of stock without
registration under the Securities Act of 1933 (the "Securities Act"):

o    We issued shares of the Company's common stock to the following persons,
     for the consideration set forth below:

     o   1,500,000 shares of common stock to Southridge for a total purchase
         price of $30,000.
     o   50,000 shares of common stock to Aaron A. Grunfeld for a total purchase
         price of $1,000.
     o   10,000 shares of common stock to Jack Brehm for services.
     o   10,000 shares of common stock to Harold Fleischman for services.

In each of the transactions described above:

o    We did not use any underwriters or brokers and we paid no commissions or
     underwriting discounts.

o    Wherever we received cash consideration, we used the proceeds for working
     capital and other general corporate purposes.

o    These transactions were exempt from registration under the Securities Act
     pursuant to Section 4(2) of that Act, on the basis of one or more of the
     following factors: we made the offers and sales to a limited number of
     sophisticated investors each of whom was a director or officer of the
     Company or had a close business relationship with the Company, without
     public advertising or solicitation; each investor had access to material
     information about the Company and the opportunity to obtain further
     information; each investor acquired the securities for investment and not
     with a view to resale or distribution thereof; and the certificates
     representing the shares bear a legend restricting their transfer except in
     compliance with applicable securities laws.

ITEM 6. Management's Discussion and Analysis of Financial Condition and Results
of Operations

This discussion, with the exception of historical financial information, may
consist of forward looking statements that involve risks and uncertainties,
including whether and when Registrant may resume business operations.
Consequently, actual results may vary from management's expectations.

Results of Operations
---------------------


                                       5
<PAGE>

Year ended February 28, 2002, as compared to the year ended February 28, 2001
-----------------------------------------------------------------------------

Selling, general and administrative expenses were $97,376 for the year ended
February 28, 2002, compared to $28,817 for the prior year, an increase of
$68,559. The increase is principally for legal services in connection with the
proposed transaction with CDMI Productions, Inc.

Interest income decreased to $9,304 in fiscal 2002, compared to $11,932 for the
prior year. The decrease was the result of the reduction of the note receivable
from Southridge.

Net loss for the year ended February 28, 2002 was $89,872, compared to $18,872
for the year ended February 28, 2001. The increased loss was the result of the
increased expenses and decreased interest income discussed in the two preceding
paragraphs.

Year ended February 28, 2001, as compared to the year ended February 29, 2000
-----------------------------------------------------------------------------

As a result of the sale of substantially all the assets of registrant effective
September 1, 1999, Registrant has had no operations since that date. A
comparison of the operating results for the years ended February, 2000 and
February, 2001 is not meaningful. Expenses for the current year of $28,817
represent legal, accounting and other costs primarily associated with
Registrant's corporate and securities filings. No salaries are currently being
paid to any officer. Interest income pertains to the outstanding note
receivable.

Liquidity and Capital Resources
-------------------------------

Because Registrant has no operations, it has attempted to restrict
administrative costs principally at minimal levels necessary to effect corporate
and securities filings. Registrant's sole activity is expected to be identifying
and evaluating suitable business opportunities, which could result in a Business
Combination. No assurance can be given that Registrant will be successful in its
efforts, or that other types of business transactions might not be considered.
The Registrant has entered into an Agreement with CDMI, as described above.
Consummation of the transactions in the Agreement will result in a change of
control of Registrant and Registrant entering into a new business. These
transaction will be described in the Registrant's information statement which
will be distributed before the stockholders' meeting to approve the transaction.

Accounting Policies
-------------------

All critical accounting policies have been disclosed in the accompanying
financial statements.

ITEM 7. Financial Statements

                         Report of Independent Auditors


Board of Directors and Stockholders
Gamogen, Inc.

We have audited the accompanying consolidated balance sheet of Gamogen, Inc. (a
development stage company) as of February 28, 2002, and the related consolidated
statements of operations, stockholders' deficiency, and cash flows for each of
the two years in the period ended February 28, 2002 and for the period from
September 1, 1999 through February 28, 2002. 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 auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
from 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 audits provide a reasonable basis
for our opinion.

                                       6
<PAGE>

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Gamogen, Inc. at February 28, 2002, and the consolidated results of its
operations and its cash flows for each of the two years in the period ended
February 28, 2002 and for the period from September 1, 1999 through February 28,
2002, in conformity with accounting principles generally accepted in the United
States.

The accompanying consolidated financial statements have been prepared assuming
Gamogen, Inc. will continue as a going concern. As more fully described in Note
1, Gamogen, Inc. had negative cash flow from operations of $51,878 and has
incurred a net loss of $89,872 for the year ended February 28, 2002. These
losses have adversely affected Gamogen' Inc.'s working capital position. These
matters raise substantial doubt about Gamogen, Inc.'s ability to continue as a
going concern. Management's plans in regard to these matters are more fully
described in Note 1. Accordingly, the consolidated financial statements do not
include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amount or classification of
liabilities that may result from the outcome of this uncertainty.



                                                      /s/ Ernst & Young LLP

Los Angeles, California
May 14, 2002

                                  GAMOGEN, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                                FEBRUARY 28, 2002


ASSETS

CURRENT ASSETS

Cash and cash equivalents                               $   120,138

Advance to CDMI Productions, I                               15,000
                                                        -----------
TOTAL CURRENT ASSETS                                    $   135,138
                                                        ===========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES

Accrued expenses                                        $    41,000
                                                        -----------

TOTAL CURRENT LIABILITIES                                    41,000

Advance for purchase of common stock                         95,000

STOCKHOLDERS' DEFICIENCY (Notes 1 and 2)

Preferred stock, $.01 par value, authorized 1,000,000


                                       7
<PAGE>

  shares, none issued
Common stock, $.01 par value, authorized
  50,000,000 shares, issued and outstanding
  1,380,311 shares                                           13,803
Additional paid-in capital                                1,612,160
Deficit accumulated during the development stage           (123,114)
Accumulated deficit                                      (1,407,499)
Note receivable from stockholder                            (96,212)
                                                        -----------

TOTAL STOCKHOLDERS' DEFICIENCY                                 (862)
                                                        -----------

TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIENCY                                              $   135,138
                                                        ===========

The accompanying notes are an integral part of this statement.


                                  GAMOGEN, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                      Cumulative
                                          Year ended February 28,    Sept. 1, 1999
                                        --------------------------        to
                                           2002           2001       Feb. 28, 2002
                                        -----------    -----------    -----------
<S>                                     <C>            <C>            <C>
Revenues                                $      --      $      --      $      --

Selling, general and administration
  expenses                                   97,376         28,817        142,063

Interest income                               9,304         11,932         24,736
                                        -----------    -----------    -----------

Loss before income taxes                    (88,072)       (16,885)      (117,327)

Provision for state income taxes
    (Note 3)                                  1,800          1,987          5,787
                                        -----------    -----------    -----------

Net loss                                $   (89,872)   $   (18,872)   $  (123,114)
                                        ===========    ===========    ===========

LOSS PER COMMON SHARE (Note 1):
Basic and diluted                             (0.07)   $     (0.01)   $     (0.12)

Weighted average common shares (basic
and diluted)                              1,377,311      1,375,311      1,022,226
</TABLE>

The accompanying notes are an integral part of this statement.


                                       8
<PAGE>

                                  GAMOGEN, INC.
                          (A DEVELOPMENT STATE COMPANY)
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
               Period from September 1, 1999 to February 28, 2002

<TABLE>
<CAPTION>
                                                                   Deficit
                                                                 Accumulated                          Note
                              Common stock         Additional    During the                        Receivable
                              ------------          Paid-in      Development       Accumulated        from
                           Shares       Amount      Capital         Stage            Deficit       Stockholder          Total
                           ------       ------      -------         -----            -------       -----------          -----
<S>                      <C>           <C>         <C>            <C>              <C>               <C>              <C>
Balance
Sept. 1, 1999            2,750,000     $27,500     $1,597,963                      $(1,407,499)     $(187,064)        $30,900
Net loss period
Sept. 1, 1999
To Feb 28, 2000                                                    $(14,370)                                          (14,370)
                        ---------------------------------------------------------------------------------------------------------
Balance Feb.
29,2000                  2,750,000      27,500      1,597,963       (14,370)        (1,407,499)      (187,064)         16,530
Net loss year
ended Feb.
28, 2001                                                            (18,872)                                          (18,872)
Reduction in
note receivable
from shareholder                                                                                        6,037           6,037
Reverse two
for one
stock split             (1,374,689)   (13,747)         13,747                                                              --
                        ---------------------------------------------------------------------------------------------------------
Balance Feb.
28, 2001                 1,375,311      13,753      1,611,710       (33,242)        (1,407,499)      (181,027)          3,695
Net loss year ended Feb.
28, 2002                                                            (89,872)                                          (89,872)
Reduction in
note receivable
from shareholder                                                                                       84,815          84,815
Issuance of
common stock
for services                 5,000          50            450                                                             500
                        ---------------------------------------------------------------------------------------------------------
Balance Feb.
28, 2002                 1,380,311     $13,803     $1,612,160     $(123,114)       $(1,407,499)      $(96,212)        ($  862)
                         =========     =======     ==========     =========        ===========       ========         =======
</TABLE>

The accompanying notes are an integral part of this statement.


                                       9
<PAGE>

                                  GAMOGEN, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                        Cumulative
                                                                                      Sept. 1, 1999
                                                         Year ended February 28,            to
                                                            2002         2001         Feb 28, 2002
                                                         ----------   ----------       ----------
<S>                                                      <C>          <C>              <C>
OPERATING ACTIVITIES
Net loss                                                 $ (89,872)   $ (18,872)       $(123,114)
Adjustments to reconcile net loss
  to cash used in operating activities:
         Common stock issued for services                      500                           500
           Changes in operating assets and liabilities
           Change in due to officer                                      (1,081)
           Accrued expenses                                 37,494      (12,158)          64,166
                                                         ---------    ---------        ---------
Cash used in operating activities                          (51,878)     (32,111)         (58,448)
                                                         ---------    ---------        ---------

INVESTING ACTIVITIES
         Advance in connection with merger                 (15,000)                      (15,000)
         Note receivable from sale of operating
           assets                                                         6,037         (177,527)
                                                         ---------    ---------        ---------
Cash (used in) provided by investing activities            (15,000)       6,037         (192,527)
                                                         ---------    ---------        ---------
FINANCING ACTIVITIES
         Borrowings from affiliates                                                       51,890
         Issuance of common stock                                                         33,400

         Cash received for payment of
          note receivable                                   84,815                        84,815
          Cash advance received for purchase
            of common stock                                 95,000                        95,000
                                                         ---------    ---------        ---------
Cash provided by (used in) by financing activities         179,815                       265,105
                                                         ---------    ---------        ---------

NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                                     112,937      (26,074)          14,130
Cash  and cash equivalents
  at beginning of period                                     7,201       33,275          106,008
                                                         ---------    ---------        ---------
CASH  AND CASH EQUIVALENTS
  AT END OF YEAR                                         $ 120,138    $   7,201        $ 120,138
                                                         =========    =========        =========

Supplemental disclosures:
   Cash payments for income taxes                        $     800    $   4,087        $   4,207
</TABLE>

The accompanying notes are an integral part of this statement.


                                  GAMOGEN, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                February 28, 2002

Note 1 - Organization and Summary of Significant Accounting Policies


                                       10
<PAGE>

A.   Organization - Gamogen, Inc. ("Company") was incorporated on March 17,
     1986. Since September 1999 the Company had no operations. Certain costs and
     expenses recorded in the Company's quarter ended September 30, 1999 related
     to divestitures made in September 1999 and have been excluded from the
     deficit accumulated during the development stage.

The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary, Gyneco, Inc. Intercompany balances and transactions
have been eliminated in consolidation.

The consolidated financial statements have been prepared on a going-concern
basis which contemplates the realization of assets, and the satisfaction of
liabilities in the normal course of Gamogen, Inc.'s business. The Company's
ability to continue as a going concern is dependent upon various factors
including, among others, its ability to raise additional debt or equity
financing. During the year ended February 28, 2002, Gamogen, Inc. had negative
cash flow from operations of $51,878 and incurred a net loss of $89,872. These
losses have adversely impacted Gamogen, Inc.'s working capital position.
Management believes that the Company will be able to raise additional debt or
equity financing or reduce operating expenses, which will be sufficient to
sustain anticipated operations through February 28, 2003. Accordingly, the
financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amount
or classification of liabilities that may result from the outcome of this
uncertainty.

On January 8, 2002, the Company entered into an Agreement and Plan of Merger
("Agreement"). The closing is subject to certain conditions and there is no
assurance that the merger will take place. If the merger is consummated based on
the terms presently contemplated the following transactions are expected to take
place.

     1.  The Company will sell 950,000 shares of common stock to its principal
         shareholder and 1,500,000 shares to the parent company of CDMI
         Productions, Inc. ("CDMI") at closing, in each case for $0.10 per
         share.

     2.  The Company received $55,000 in December 2001 as a partial payment of a
         note receivable from its principal shareholder. At closing, the balance
         of the note will be credited for investment banking and similar
         services provided. The note bears interest at 6 1/2 % a year and is due
         in November 2002.

     3.  The Company will issue 2,169,689 shares of common stock in exchange for
         all the outstanding shares of CDMI, which will become a wholly owned
         subsidiary of the Company.

     4.  The Company will change its name to CDMI Productions, Inc.

CDMI is a development stage company. It intends to develop and produce full
length motion pictures possibly through autonomous partnerships or other
entities. CDMI has not begun production of any movie at this time. Further, CDMI
may provide sound stages, production facilities as well as specialized equipment
to the entertainment industry; at date of closing, substantially all of CDMI's
assets consisted of such equipment.

CDMI will require substantial additional funds in order to develop and produce
motion pictures, product development, marketing and ongoing operations. There is
no assurance that such financing will be available or at terms which the Company
can meet.

B. Earnings per share - Earnings per share amounts are presented in accordance
with Statement of Financials Accounting Standards No. 128 "Earnings Per Share".
Basic earnings per share is computed using the weighted average number of common
shares outstanding during the period. Per share information has been
retroactively adjusted for the effect of the December 2000 reverse stock split.
Basic and diluted earnings per share are the same as there are no outstanding
common stock equivalents.

C. Cash and cash equivalents - Cash and cash equivalents consist of highly
liquid debt investments with original maturity dates of three months or less and
deposits in money market accounts.

D. Use of estimates - The consolidated financial statements are prepared in
conformity with accounting principles generally accepted in the United States
and, accordingly, include amounts that are based on management's best estimates
and judgements. The actual results could differ from those estimates.


                                       11
<PAGE>

E. Reclassifications - Certain prior year amounts in the consolidated financial
statements have been reclassified to conform to the current year presentation.

Note 2 - Stockholders' Equity

In December 2000, the Company's stockholders approved (i) an increase in
authorized common stock from 4,000,000 shares to 50,000,000 shares and
authorized 1,000,000 shares of preferred stock, $.01 par value and (ii) a one
for two reverse stock split of the outstanding common stock. Reference to common
stock activity before the distribution of the related split has not been
restated unless otherwise noted. All activity after the distribution date
reflects the stock split.

Note 3 - Income Taxes

At February 28, 2002, the Company had cumulative federal net operating losses of
approximately $2,000,000. The losses began to expire February 28,2002. No
benefit has been provided in the financial statements for this deferred asset as
a full valuation allowance has been provided.

As a result of the change in ownership prior to February 29, 2000 the amount of
net operating losses available to the Company is substantially limited. Further,
if the Company does not continue the same line of business for a period of two
years, the available net operating loss cannot be utilized.

ITEM 8. Changes In Accountants

On February 7, 2001, Registrant engaged Ernst & Young, LLP as its independent
accountant for the year ending February 28, 2001 and dismissed the former
independent accountants, Weingast, Zucker & Ruttenberg, LLP. The reports of the
former accountants for the past two years did not contain an adverse opinion or
a disclaimer of opinion nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles. Registrant's Board of Directors approved
the change. During the two most recent fiscal years and to the date hereof,
there have been no disagreements between Registrant and the former accountants
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which if not resolved to the
satisfaction of the former accountant would have caused it to make reference to
the subject matter of the disagreement in connection with its report.

PART III

ITEM 9. Directors, Executive Officers, Promoters And Control Persons: Compliance
With Section 16(A) Of The Exchange Act

Gamogen's current directors and executive officers are as follows:

     o   Aaron A. Grunfeld (age 55). Mr. Grunfeld has served as Gamogen's
         President and as a Director since 1999. Mr. Grunfeld is a member of the
         State Bar of California and has practiced law in that State for more
         than 25 years. For the last five years, Mr. Grunfeld has worked at the
         Los Angeles firm of Resch Polster Alpert & Berger LLP.

     o   Harold Fleischman (age 60). Mr. Fleischman has served as a Director of
         Gamogen since 1999. Mr. Fleischman is a member of the State Bar of
         California and has practiced law in that State for more than 26 years.
         For the last five years, Mr. Fleischman has worked in private practice
         at the Encino Law Center.

     o   Jack Brehm (age 73). Mr. Brehm has served as Gamogen's Chief Financial
         Officer and a Director since 1999. Mr. Brehm was with Ernst & Young LLP
         for over 35 years until his retirement as a partner of the firm in
         1988. For the last five years, Mr. Brehm has provided financial and
         business consulting service to various entities.

                                       12
<PAGE>

Each director holds office for a one-year term or until his successor has been
elected and qualified at the annual meeting of Registrant's shareholders. (The
Registrant expects that, in connection with the CDMI merger, new directors and
officers will be elected. Their backgrounds will be described in the information
statement to be distributed in connection with the stockholders' meeting
relating to those transactions.) The members of the Board of Directors serve
without remuneration. Corporate officers are appointed by the Board of Directors
and serve at the discretion of the Board.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Company's officers, directors and beneficial owners of more than 10% of any
class of its equity securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934 ("Reporting Persons") are required to file
reports of ownership and changes in beneficial ownership of the Company's equity
securities with the SEC. Copies of those reports must also be furnished to the
Company. Based solely on a review of the copies of reports furnished to the
Company pursuant to that Act, the Company believes that during the fiscal year
ended February 28, 2002 all filing requirements applicable to Reporting Persons
were complied with.

ITEM 10. Executive Compensation

The following table discloses the compensation paid to Gamogen's executive
officers:

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                                                  Long Term Compensation
----------------------------------------------------------------------------------------------------------------------
                                                                             Awards                  Payouts
----------------------------------------------------------------------------------------------------------------------
                                                          Other       RestrictedSecurities
  Name and Principal                                      Annual      Stock     Underlying   LTIP         All Other
       Position          Year     Salary     Bonus     Compensation   Award       Options    Payment    Compensation
                                   ($)        ($)          ($)        (s) ($)       ($)         ($)          ($)
----------------------------------------------------------------------------------------------------------------------
<S>                   <C>        <C>       <C>        <C>           <C>          <C>         <C>        <C>
Harold Fleischman,      2001        --         --           --        $1,050(1)     --          --           --
Incumbent Director
                        2002        --         --           --           --         --          --           --
----------------------------------------------------------------------------------------------------------------------
Jack Brehm, CFO         2001        --         --       $3,250(2)     $1,050(1)     --          --           --
Incumbent Director
                        2002        --         --       $4,500(2)        --         --          --           --
----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  In September, 2001, the executive received 2,500 shares of Gamogen, Inc.
     common stock in consideration for services rendered. The highest bid during
     that quarter was $0.42.

(2)  Mr. Brehm received consulting fees.

Registrant reimburses officers and directors for travel and other expenses
incurred on behalf of Registrant. Registrant does not have a pension or profit
sharing plan.

ITEM 11. Security Ownership Of Certain Beneficial Owners And Management

The persons set forth on the chart below are known to Registrant to be the
beneficial owners of more than five percent of Registrant's outstanding voting
common stock as of February 28, 2002. Information concerning the number and
percentage of shares of voting common stock of Registrant owned on record and
beneficially by management is set forth on the chart below:



                                       13
<PAGE>

<TABLE>
<CAPTION>
NAME AND ADDRESS OF                  AMOUNT AND NATURE OF        PERCENT        RELATIONSHIP
BENEFICIAL OWNER                     BENEFICIAL OWNERSHIP        OF CLASS       TO COMPANY
<S>                                     <C>                      <C>          <C>
Southridge Group, LLC (1)                  1,051,100                76%        Stockholder
c/o Aaron A. Grunfeld
10390 Santa Monica Blvd.
Fourth Floor
Los Angeles, CA 90025

Aaron A. Grunfeld (2)                         25,000               1.8%        President, Director
10390 Santa Monica Blvd.
Fourth Floor
Los Angeles, CA 90025

Harold Fleischman                              7,500              0.05%        Director
& Ruth Fleischman JT TEN
15915 Ventura Blvd.,
Suite 301
Encino, CA 91436

Jack Brehm                                     7,500              0.05%        Chief Financial
& Gilda Brehm Trust UA                                                         Officer, Director
12/03/85
19501 Greenbriar Drive
Tarzana, CA 91356

All incumbent directors and officers as       40,000               2.9%
a group (3 individuals)
</TABLE>

(1)  Under rules and regulations promulgated by the SEC, shares owned by
     Southridge Group, LLC are deemed to be beneficially owned by Mr. Yale Farar
     as Manager of Southridge Group, LLC.

(2)  Mr. Grunfeld has had a business relationship with Mr. Farar for over 30
     years and has represented Mr. Farar in various legal matters. Mr. Grunfeld
     disclaims beneficial ownership of any shares owned by Southridge Group,
     LLC.

ITEM 12. Certain Relationships and Related Transactions

During the year ended February 28, 2002, Southridge Group LLC paid Registrant
$94,120 towards interest and principal on the Note.


                                       14
<PAGE>

ITEM 13. Exhibits and Reports on Form 8-K

The following is a list of exhibits filed as part of this Form 10-KSB.


Exhibit No.      Description
-----------      -----------
2                Amended and Restated Agreement and Plan of Merger dated
                 January 8, 2002

3(i)             Articles of Incorporation

3(ii)            Bylaws

10               Assignable Promissory Note

21               Subsidiaries of the Registrant


On December 20, 2001, Registrant filed a Report on Form 8-K announcing execution
of a letter of intent with CDMI. On January 9, 2002, Registrant filed a Report
on Form 8-K announcing the execution of the Agreement with CDMI.

SIGNATURES

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

GAMOGEN, INC.

/s/ Aaron A. Grunfeld
----------------------
Aaron A. Grunfeld, Director
and Chief Executive Officer

Dated: June 7, 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 on the dates
indicated.

<TABLE>
<CAPTION>
Signature                 Title                                     Date
---------                 -----                                     ----
<S>                       <C>                                       <C>
/s/ Harold Fleischman     Director                                  June 7, 2002
-----------------------
Harold Fleischman

/s/ Jack Brehm            Director; Chief Financial Officer         June 7, 2002
-----------------------   (principal financial and accounting
Jack Brehm                officer)
</TABLE>


                                       15
<PAGE>


EXHIBITS

Exhibit No.            Description
-----------            -----------

2                      Amended and Restated Agreement and Plan of Merger dated
                       January 8, 2002

3(i)                   Articles of Incorporation

3(ii)                  Bylaws

10                     Assignable Promissory Note

21                     Subsidiaries of the Registrant



                                       16