<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, 2001

                         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. [X]

<PAGE>

      Registrant had no revenues during the year ended February 28, 2001.

  At February 28, 2001, Registrant had outstanding 1,375,311 shares of common
                             stock, $.01 par value.


                                       2
<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

Part IV

Item 13   Exhibits and Reports on Form 8-K


          SIGNATURES


                                    3

<PAGE>

PART I

ITEM 1. Description Of Business

Company History.

     Gamogen, Inc. (Registrant) 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.

     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.

     In April 1999 Repro-Med Systems received a letter from Timm Medical
Technologies (Timm) regarding possible patent conflicts between the Restore
product and the Timms Erect-Aid Classic(tm) product. Repro-Med's review of the
patents did not support this claim. Timm reportedly purchased the rights to the
Erect-Aid Classic(tm) product in November 1998 from Imagyn Medical
Technologies(Imagyn), formerly known as Urohealth. Imagyn reportedly had
originally bought the rights to the Erect-Aid Classic(tm) from Osbon Medical
Systems. Registrant's former affiliate, Repro-Med, has advised that it had an
off-setting counter claim which had not been resolved, concerning an Osbon
product called Esteem which Repro-Med

                                       4

<PAGE>

had a commitment from Osbon to manufacture. In April 1996, Osbon advised
Repro-Med that it was withdrawing its commitment to Repro-Med for manufacture
of the Esteem(tm) products and had secured other options for manufacture of
these products. No prior notice was provided to Registrant by Osbon. Despite
repeated requests to Osbon, Registrant did not receive any explanation for this
action. Registrant advised Osbon and Timm that Repro-Med was due compensation
for its work on the Esteem(tm) products and for use of its proprietary design
and manufacturing information.

     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 beneficial owner 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. 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. During the fiscal year ended February 28, 2001,
Registrant continued to review and evaluate possible Business Combinations with
other companies. However, Registrant is not currently in active discussions
with anyone concerning a Business Combination.

Registrant currently has three directors, Harold S. Fleischman, Jack Brehm and
Aaron A. Grunfeld. Harold S. Fleischman is a member of the State Bar of
California and has practiced law in that state for more than 25 years. Jack
Brehm was with Ernst & Young LLP for over 35 years until his retirement as a
partner of the firm in 1988. Mr. Brehm continues to provide financial and
business consulting services. Aaron A. Grunfeld is a member of the State Bar of
California and has practiced law in that state for more than 25 years. The
Board of Directors has appointed Aaron A. Grunfeld to act as interim chief
executive officer of Registrant and Jack Brehm as chief financial officer of
Registrant. Officers and directors of Registrant are expected to devote limited
amounts of time to the affairs of Registrant until a Business Combination, if
any, may be effected.

ITEM 2.  Description Of Property

     As of February 28, 2001, 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

                                       5
<PAGE>

Summerlin Nevada 89134
(702) 615-5922

     Registrant currently does not have and as of February 28, 2001, did not
have any tangible fixed assets.


ITEM 3. Legal Proceedings


     None

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

In December 2000 the shareholders of Registrant 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 split of Registrant's Common Stock.

PART II

ITEM 5.

Market For Company's Common Equity And Related Stockholder Matters

     Registrant is authorized to issue 50,000,000 shares of Common Stock, $.01
par value, of which 1,375,311 shares were issued and outstanding as of February
28, 2001. On that date Registrant's Common Stock was held by approximately 145
beneficial holders. Registrant's Common Stock was previously traded on the
Over-The-Counter Bulletin Board market under the symbol "GAMO". On December 19,
2000, Registrant's trading symbol was changed to "GAMN."

To Management's knowledge there has been only minimal trading in Gamogen
securities for the fiscal years ended February 2000 and February 2001, with
stock prices ranging from $.31250 to $.34375 per share. The closing bid price
per share on March 27, 2001 was $.34.

Registrant has not declared or paid any cash dividends on its Common Stock and
does not anticipate that any dividends will be paid in the foreseeable future.


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.

                                       6
<PAGE>

Results of Operations

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.

ITEM 7. Financial Statements

See financial statements included herein.







                                       7
<PAGE>

                                  GAMOGEN, INC.
                           CONSOLIDATED BALANCE SHEETS

                                                               February
                                                     28, 2001          29, 2000
                                                     --------           --------
ASSETS

CURRENT ASSETS
Cash and cash equivalents                         $    7,201        $    33,275
                                                       -----             ------

TOTAL CURRENT ASSETS                                   7,201             33,275


NOTE RECEIVABLE (Note 1)                             181,027            187,064
                                                     -------            -------

TOTAL ASSETS                                      $  188,228         $  220,339
                                                     ========          ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued expenses                                  $    3,506         $   15,664
Due to officer                                             -              1,081
                                                   ---------        -----------
TOTAL CURRENT LIABILITIES                              3,506             16,745

STOCKHOLDERS' EQUITY (Notes 1 and 2)
Preferred stock, $.01 par value, authorized
1,000,000 shares (2001) and none (2000), none
issued

Common stock, $.01 par value, authorized
50,000,000 shares (2001) and 4,000,000
shares (2000), issued and outstanding
1,375,311 (2001) and 2,750,000 shares
(2000)                                                13,753             27,500
Warrants outstanding                                       -                 40
Additional paid-in capital                         1,611,710          1,597,923

Accumulated (deficit)                             (1,440,741)        (1,421,869)
                                                   ---------         ----------
TOTAL STOCKHOLDERS' EQUITY                           184,722            203,594
                                                     -------            -------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY                                           $   188,228        $   220,339
                                                   =========          =========

The accompanying notes are an integral part of this statement.


                                       8

<PAGE>

                                  GAMOGEN, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                       Year ended February
                                                       -------------------
                                                    28, 2001          29, 2000
                                                    --------          --------
SALES (Notes 3 and 5)                              $      -          $ 121,357
                                                                       -------

COSTS AND EXPENSES
Cost of goods sold                                        -             69,466
Selling, general and administration
  expenses                                           28,817            200,275
Depreciation and amortization                          -                 6,993
Other costs (Note 6)                                   -               258,234
                                                -----------           --------
TOTAL                                                28,817            534,968
                                                     ------           --------

INTEREST AND OTHER INCOME, NET                       11,932             12,971
                                                     --------        ---------

LOSS BEFORE INCOME TAXES                            (16,885)          (400,640)

Provision for state income taxes (Note 4)             1,987              2,760
                                                      -----              -----

Net loss                                          $ (18,872)         $(403,400)
                                                  =========           ========

LOSS PER COMMON SHARE (Note 1):
Basic and diluted                                  ($  0.01)         $   (0.52)

Weighted average common shares (basic
and diluted)                                      1,375,311            774,375

The accompanying notes are an integral part of this statement.


                                       9
<PAGE>

                                  GAMOGEN, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
               Years Ended February 28, 2001 and February 29, 2000

<TABLE>
<CAPTION>
                                                           Warrants
                                                             and
                                                          Additional
                                     Common stock          Paid-in       Accumulated
                                  Shares     Amount        Capital        (Deficit)        Total
                                  ------     ------        -------         -------         -----
<S>                                <C>           <C>          <C>            <C>            <C>
Balance February 28,
1999                            1,230,000     $ 12,300    $ 1,579,763    $ (1,018,469)    $ 573,594

Net loss year ended
February 29, 2000                                                            (403,400)     (403,400)

Issuance of common
stock                           1,570,000       15,700         15,700                        31,400

Capital contribution                                            3,000                         3,000

Shares received from
sale of joint venture             (50,000)        (500)          (500)                       (1,000)
                             ------------------------------------------------------------------------
Balance February 29,
2000                            2,750,000       27,500       1,597,963     (1,421,869)      203,594

Net loss year ended
February 28, 2001                                                             (18,872)      (18,872)

Reverse two for one
stock split                    (1,374,689)     (13,747)         13,747
                             ------------------------------------------------------------------------
Balance February 28,
2001                            1,375,311     $ 13,753    $  1,611,710    $(1,440,741)   ($ 184,722)
                                =========       ======       =========      =========      ========
</TABLE>

The accompanying notes are an integral part of this statement.


                                       10
<PAGE>



                                  GAMOGEN, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                         Year Ended February
                                                         -------------------
                                                       28, 2001       29, 2000
                                                       --------       --------
OPERATING ACTIVITIES
Net loss                                           $    (18,872)      (403,400)
Adjustments to reconcile net loss
  to cash used in operating activities:
         Depreciation and amortization                                   6,993
Changes in operating assets and liabilities
         Accounts receivable -trade                                     24,196
         Inventories                                                    92,549
         Other assets                                                    7,718
         Prepaid expenses                                                3,903
         Accounts payable                                                  (39)
         Accrued expenses                               (12,158)         8,608
                                                        -------       ---------
Cash used in operating activities                       (31,030)      (259,472)
                                                        -------       ---------

INVESTING ACTIVITIES
         Short term investments                                         81,352
         Investment in joint venture                                   175,000
         Note receivable from sale of operating assets    6,037       (183,564)
                                                        -------       ---------
Cash provided by investing activities                     6,037         72,788
                                                        -------       ---------
FINANCING ACTIVITIES
         Change in due from/to affiliates                              176,889
         Change in due to officer                        (1,081)         1,081
         Issuance of Common stock                                       33,400
                                                        -------       ---------
Cash (used in) provided by financing activities          (1,081)       211,370
                                                        -------       ---------

NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS                                    (26,074)        24,686
Cash and cash equivalents at beginning of
year                                                     33,275          8,589
                                                        -------       ---------

CASH AND CASH EQUIVALENTS AT
END OF YEAR                                            $  7,201      $  33,275
                                                       ========      ==========
Supplemental disclosures:
   Cash payments for
     income taxes                                      $  4,087              -



The accompanying notes are an integral part of this statement.



                                       11
<PAGE>



                                  GAMOGEN, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                February 28, 2001

Note 1 - Organization and Summary of Significant Accounting Policies

A. Gamogen, Inc. ("Company") was incorporated on March 17, 1986 to acquire,
develop and market medical products and services. The Company had acquired from
Repro-Med Systems, Inc. ("Repro-Med)" all rights to certain impotence products
being developed. Repro-Med owned 699,200 shares (approximately 57%) of the
Company's common stock until November 1999. Effective as of September 1, 1999,
a limited liability company purchased 649,200 shares of the Company's common
stock from Repro-Med. The purchase price included a promissory note (Note)
issued by the buyer and guaranteed by its principal owner. Concurrent with the
sale of the shares, the Company sold substantially all of its assets and
therefore its operations to Repro-Med in exchange for the Note. The original
face amount of the Note is $183,564. The Note is recorded at its fair value,
bears interest at the rate of 6 1/2% a year and is due in November 2002.

In connection with the above sale of stock, the Company and Repro-Med entered
into an agreement whereby Repro-Med exercised its option and acquired the
Company's interest in a Joint Venture for 50,000 shares of the Company's common
stock which it held.

The Company currently has no operations. The Company is seeking to serve as a
vehicle to effect a merger or other business combination with an operating
business; there is no assurance that this will be accomplished.

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.

B. Earnings per share amounts are presented in accordance with SFAS No. 128
"Earnings Per Share". Basic earnings per share is computed using the weighted
average number of common shares outstanding during the period. Shares from the
assumed conversion of outstanding warrants are omitted from the computation of
diluted loss per share because the effect would be antidilutive. Per share
information has been retroactively adjusted for the effect of the December 2000
reverse stock split.

C.   Cash and cash equivalents are comprised of cash and demand deposit
accounts.



                                       12
<PAGE>

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.

Note 2 - Shareholders' Equity

In December 2000 the Company's shareholders 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 - Related Party Transactions

Sales include $11,728 (year ended February 29, 2000) from an affiliate for use
of tooling equipment.

During the year ended February 29, 2000, the Company rented space from Repro-Med
and reimbursed Repro-Med for allocated overhead expenses. Rent totaled $30,000
and reimbursed expenses amounted to $240,428.


Note 4 - Income Taxes

At February 28, 2001, the Company had cumulative federal net operating losses of
approximately $1,870,000. The losses begin 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 during the year ended February 29, 2000
the amount of net operating loss 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 can not be utilized.

Note 5 - Major Customer

Approximately 12% of sales for the year ended February 29, 2000 were to one
customer.



                                       13
<PAGE>


Note 6 - Other Costs and Expenses

Such costs and expenses for the year ended February 29, 2000 consist of the
following:

Write off of inventory resulting from adjustment
in connection with the sale of assets                         $   11,097
Write off of amount due from affiliate cancelled
upon sale of assets                                               73,137
Loss on sale of investment in Restore Joint Venture              174,000
                                                             -----------
                                                              $  258,234
                                                             ===========



                                       14
<PAGE>





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

   The following table sets forth certain information concerning the current
directors and executive officers of Registrant:

Name and Address                 Age          Position (Held Since)
----------------                 ---          ---------------------
Aaron A. Grunfeld                 54          Chief Executive Officer, Director,
10390 Santa Monica Blvd.                      November 1999
Fourth Floor
Los Angeles, CA  90025



                                       15
<PAGE>

Harold S. Fleischman             59         Director,
15915 Ventura Blvd. Suite 301               November 1999
Encino, CA  91436

Jack Brehm                       72         Chief Financial Officer, Director,
19501 Greenbriar Drive                      April 2000
Tarzana, CA  91358

     Each director holds office for a one-year term until his successor has
been elected and qualified at the annual meeting of Registrant's shareholders.
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.


ITEM 10. Executive Compensation


     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, 2001. 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:

Name and Address                    Shares Owned            Percentage Ownership
----------------                    ------------            --------------------

Southridge Group LLC(1)             1,051,100                           76%
c/o Aaron A. Grunfeld
10390 Santa Monica Blvd.
Fourth Floor
Los Angeles, Ca  90025

Aaron A. Grunfeld                      25,000                          1.8%
10390 Santa Monica Blvd.
Fourth Floor
Los Angeles, CA  90025

Harold Fleischman                       5,000                  less than 1%
15915 Ventura Blvd., Suite 301
Encino, CA  91436

Jack Brehm                              5,000                  less than 1%
19501 Greenbriar Drive
Tarzana, CA  91356

                                       16
<PAGE>


(1) Under rules and regulations promulgated by the Securities and Exchange
Commission under the Securities Act of 1933, as amended, shares owned by
Southridge Group LLC may be deemed to be beneficially owned by Mr. Yale Farar

ITEM 12. Certain Relationships and Related Transactions

     During the year ended February 28, 2001, Southridge Group LLC paid
Registrant $17,500 towards interest and principal on the Note.


PART IV

ITEM 13. Exhibits and Reports on Form 8-K


Registrant filed a Report on Form 8-K dated February, 2001 and an Amended
Report on Form 8-K dated February 23, 2001.



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: May 21, 2001



                                       17
<PAGE>
                         Report of Independent Auditors


Board of Directors and Shareholders
Gamogen, Inc.

We have audited the accompanying consolidated balance sheet of Gamogen, Inc. as
of February 28, 2001, and the related consolidated statements of operations,
stockholders' equity, and cash flows for the year then ended. These 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 audit.

We conducted our audit 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 audit provides a reasonable basis
for our opinion.

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, 2001, and the consolidated results of its
operations and its cash flows for the year then ended, in conformity with
accounting principles generally accepted in the United States.


                                                 /s/ Ernst & Young LLP


Los Angeles, California
April 5, 2001


<PAGE>



                      WEINGAST, ZUCKER & RUTTENBERG, LLP.
                               11 HOLLAND AVENUE
                             WHITE PLAINS, NY 10603
                           (914) 428-7733 (TELEPHONE)
                              (914) 428-7903 (FAX)

Gerald Weingast, CPA
Harvey D. Zucker, CPA
Douglas S. Ruttenberg, CPA

                          INDEPENDENT AUDITORS' REPORT


BOARD OF DIRECTORS
GAMOGEN, INC. AND SUBSIDIARY


We have audited the accompanying consolidated balance sheets of Gamogen, Inc.
and Subsidiary as of February 29, 2000 and February 28, 1999, and the related
consolidated statements of income, stockholders' equity and cash flows for each
of the two years in the period ended February 29, 2000. 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 audits in accordance with generally accepted auditing
standards. 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, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Gamogen, Inc. and Subsidiary as of February 29, 2000 and February 28, 1999, and
the results of their operations and their cash flows for each of the two years
in the period ended February 29, 2000, in conformity with generally accepted
accounting principles.


/s/ Weingast, Zucker & Ruttenberg, LLP
White Plains, NY
May 31, 2000