GENETIC VECTORS INC
10QSB, 2000-11-14
PHARMACEUTICAL PREPARATIONS
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

                                   (MARK ONE)

            |X| Quarterly Report Pursuant to Section 13 or 15(d) of Securities
                                   Exchange Act of 1934

                    For the quarterly period ended September 30, 2000

            |_| Transition report under Section 13 or 15(d) of the Securities
                                   Exchange Act of 1934

                    For the transition period from _______ to _______.

                           Commission File No. 0-21739

                                  GENETIC VECTORS, INC.
                      (Name of Small Business Issuer in Its Charter)

                 FLORIDA                              65-0324710
                 -------                              ----------
   (State or Other Jurisdiction of         (I.R.S. Employer Identification No.)
    Incorporation or Organization)

                            5201 N.W. 77TH AVENUE, SUITE 100,
                                   MIAMI, FLORIDA 33166
                         ---------------------------------------
                   (Address of Principal Executive Offices) (Zip Code)

                                      (305) 716-0000
                     (Issuer's Telephone Number, Including Area Code)


      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,  and (2) has
been subject to such filing requirements for the past 90 days. Yes |_| No |X|

      There were 3,737,843 shares of Common Stock outstanding as of November 13,
2000.


<PAGE>


PART I

                              FINANCIAL INFORMATION

ITEM 1.     CONSOLIDATED FINANCIAL STATEMENTS.


                                  GENETIC VECTORS, INC.
                              (A DEVELOPMENT STAGE COMPANY)

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                        PAGE

Consolidated Balance Sheet                                               3

Consolidated Statements of Operations                                    4

Consolidated Statements of Cash Flows                                    5

Notes to Consolidated Financial Statements                               7































                                        2
<PAGE>




                                  GENETIC VECTORS, INC.
                              (A DEVELOPMENT STAGE COMPANY)
                          CONSOLIDATED BALANCE SHEET (UNAUDITED)




September 30,                                                   2000
-----------------------------------------------------------------------

CURRENT ASSETS:
  Cash and cash equivalents                               $  434,658
  Accounts receivable                                         36,003
  Inventory                                                   23,996
  Prepaid expenses                                            28,981
-----------------------------------------------------------------------

TOTAL CURRENT ASSETS                                         523,638

Equipment and improvements, net                              447,993
Patents and license agreement, net                           192,247
Restricted cash equivalents                                   46,130
-----------------------------------------------------------------------

                                                          $1,210,008
=======================================================================
LIABILITIES AND CAPITAL DEFICIT
CURRENT LIABILITIES
Accrued liabilities:
  Accounts payable and accrued liabilities                $  579,878
  Accrued interest payable                                   261,880
  Loans payable                                            3,613,500
-----------------------------------------------------------------------

                                                           4,455,258
-----------------------------------------------------------------------

CAPITAL DEFICIT:
  Common stock, $.001 par value, 10,000,000 shares
authorized,
   3,737,843 shares issued and outstanding                     3,738
Additional paid-in capital                                10,987,198
Deficit accumulated during the development stage          (14,236,186)
-----------------------------------------------------------------------

CAPITAL DEFICIT                                           (3,245,250)
-----------------------------------------------------------------------

                                                          $1,210,008
=======================================================================

       See accompanying notes to the consolidated financial statements


                                        3
<PAGE>


<TABLE>
                                                       GENETIC VECTORS, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                         CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


<CAPTION>
                                                Cumulative
                                                      from
                                                January 1,        For the          For the           For the            For the
                                                      1992          Three            Three              Nine               Nine
                                               (Inception)         Months           Months            Months             Months
                                                   Through          Ended            Ended             Ended              Ended
                                                 Sept. 30,      Sept. 30,        Sept. 30,         Sept. 30,          Sept. 30,
                                                      2000           2000             1999              2000               1999
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>           <C>              <C>               <C>                <C>

REVENUE:

   Sales                                           334,412       $ 10,877         $ 11,686          $ 96,132           $ 72,620
   Grant income                                    149,147              -                -                 -                  -
---------------------------------------------------------------------------------------------------------------------------------

Total revenue                                      483,559         10,877           11,686            96,132             72,620
---------------------------------------------------------------------------------------------------------------------------------

COST AND EXPENSES:

   Cost of Sales                                    88,976          1,968           11,064            25,293             48,041

   General and administrative                    6,916,048        660,146          324,285         1,692,729            924,678

   Research and development                      3,724,322        258,667          121,299           620,188            398,969

   Depreciation and amortization                   413,196         37,835           23,892            85,613             78,067
---------------------------------------------------------------------------------------------------------------------------------

Total expenses                                  11,142,542        958,616          480,540         2,423,823          1,449,755
---------------------------------------------------------------------------------------------------------------------------------

Amortization of deferred loan cost              (1,624,650)       (81,769)        (119,712)         (858,088)          (312,280)

Interest income (expense), net                    (132,553)       (92,106)           1,688          (276,577)             4,898

Expense in connection with issuance of
   common stock for loan extension              (1,820,000)            -                 -        (1,820,000)                 -
---------------------------------------------------------------------------------------------------------------------------------

Total other                                     (3,577,203)      (173,875)        (118,024)       (2,954,665)          (307,382)
---------------------------------------------------------------------------------------------------------------------------------

NET (LOSS)                                     (14,236,186)   $(1,121,614)       $(586,878)      $(5,282,356)       $(1,684,517)
---------------------------------------------------------------------------------------------------------------------------------

Weighted average number of
   common shares outstanding                             -      3,732,843        3,030,521         3,632,343          3,030,521

Net loss per common share                                -        ($0.30)          ($0.19)           ($1.45)            ($0.56)


                                                         See accompanying notes to the consolidated financial statements.
</TABLE>

                                                            4
<PAGE>



<TABLE>
                                                       GENETIC VECTORS, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                         CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<CAPTION>
                                                          Cumulative from            For the             For the
                                                          January 1, 1992        Nine months         Nine months
                                                              (inception)              ended               ended
                                                        Through Sept. 30,          Sept. 30,           Sept. 30,
                                                                     2000               2000                1999
---------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                 <C>                 <C>
OPERATING ACTIVITIES:
   Net loss                                                 $ (14,236,186)       $(5,282,356)        $(1,684,517)
   Adjustments to reconcile net loss to net
     cash (used in) operating activities:
       Depreciation and amortization                              413,196             85,613              78,067
       Amortization of deferred loan cost                       1,624,650            858,088             312,280
       Write-off of acquired technology                            71,250                  -                   -
       Common stock issued for loan extension                   1,820,000          1,820,000                   -
       Consulting services provided for common stock                6,000                  -                   -
       Warrants issued for loan extension                         154,646             80,946                   -
       Stock options granted for services                         364,572                                      -
       (Increase) in accounts receivable                          (36,003)           (26,878)             31,240
       (Increase) decrease  in inventory                          (23,996)           (16,915)            (10,894)
       (Increase) decrease in prepaid expenses                    (28,981)            21,443                  87
       (Increase) decrease in other assets                              -                  -                   -
       (Increase) decrease in restricted cash equivalents         (46,130)                 -                   -

       Increase in accounts payable
         and accrued liabilities                                  984,591            366,248             241,108
---------------------------------------------------------------------------------------------------------------------

TOTAL ADJUSTMENTS                                               5,303,795          3,188,545             651,888
---------------------------------------------------------------------------------------------------------------------

NET CASH USED IN OPERATING ACTIVITIES                          (8,932,391)        (2,093,811)         (1,032,629)
---------------------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES:
   Purchase of equipment and improvements                        (806,480)          (234,621)             (7,053)
   Insurance proceeds in excess of loss on fixed assets                 -                  -               3,854
   Patent costs                                                  (261,964)                 -                   -
---------------------------------------------------------------------------------------------------------------------

NET CASH USED IN INVESTING ACTIVITIES                          (1,068,444)          (234,621)             (3,199)
---------------------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES:
   Increase due to parent                                         413,518                  -                   -
   Proceeds from notes payable                                  3,648,500          2,375,000             388,500
   Payment on notes payable                                       (35,000)                 -             (20,092)
   Net proceeds from issuance of common stock and
     exercise of options                                        5,889,218            166,768             625,000
   Capital contribution                                           500,000                  -                   -
   Offering refund                                                 25,500                  -                   -
   Offering costs                                                  (6,243)                 -                   -
---------------------------------------------------------------------------------------------------------------------

NET CASH PROVIDED BY
   FINANCING ACTIVITIES                                        10,435,493          2,541,768             993,408
---------------------------------------------------------------------------------------------------------------------

NET INCREASE (DECREASE) IN CASH                                   434,658            213,336             (42,420)
CASH AT BEGINNING OF PERIOD                                             -            221,322             117,812
---------------------------------------------------------------------------------------------------------------------

CASH AT END OF PERIOD                                       $     434,658        $   434,658         $    75,392
---------------------------------------------------------------------------------------------------------------------

SUPPLEMENTAL DISCLOSURES:
   Warrants issued in connection with loan financing        $   1,624,650        $   425,000         $   388,500
   Conversion of due to parent in exchange for stock        $     413,518        $         -         $         -
   Conversion of accrued wages for stock                    $     132,822        $         -         $         -
   Issuance of common stock for loan extension              $   1,820,000        $ 1,820,000         $         -

                                       See  accompanying  notes  to the consolidated financial statements.
</TABLE>

                                                            5
<PAGE>



                                  GENETIC VECTORS, INC.
                              (A DEVELOPMENT STAGE COMPANY)
                                  GENETIC VECTORS, INC.
                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.   CONSOLIDATED FINANCIAL STATEMENTS

In the opinion of the Company, the accompanying unaudited consolidated financial
statements  include  all  adjustments   (consisting  only  of  normal  recurring
accruals)  which are  necessary for a fair  presentation  of the results for the
periods  presented.   Certain  information  and  footnote  disclosures  normally
included in the consolidated  financial  statements  prepared in accordance with
generally accepted accounting principles have been omitted. It is suggested that
these  consolidated  financial  statements  be  read  in  conjunction  with  the
Company's  Annual  Report for the year ended  December 31, 1999.  The results of
operations  for the nine months  ended  September  30, 2000 are not  necessarily
indicative of the results to be expected for the full year.

On January 17, 2000,  the Company  acquired DNA Sciences,  Inc. in a transaction
that was  accounted  for as a pooling of interest.  The  consolidated  financial
statements and management's  discussion and analysis of financial  condition and
results of  operations  for the nine  month  period  ended  September  30,  2000
includes the results of operations of DNA Sciences,  Inc. as if the  acquisition
took place on January 1, 1999.  The results of operation of DNA  Sciences,  Inc.
are combined to the results of Genetic Vectors,  Inc. for the three and the nine
months ended September 30, 2000.

2.   EARNINGS (LOSS) PER SHARE

Net loss per share of common  stock is based on the weighted  average  number of
common shares outstanding  during each period.  Diluted loss per share of common
stock is computed on the basis of the weighted  average  number of common shares
and diluted  options and  warrants  outstanding.  Dilutive  options and warrants
having an anti-dilutive effect are excluded from the calculation.

3.   NOTES PAYABLE

Between July 24 and August 1, 2000, the Company borrowed  $1,200,000 from thirty
five private  investors  from the sale of 48 Units,  consisting of a convertible
note and  warrant.  These  loans  have an annual  interest  rate of 12%,  simple
interest,  payable at maturity. The loans are due in December 2000. Prior to the
payment of the principal balance of the loan, each private investor may convert,
at his option at anytime up to 30 days after the closing of an equity  financing
by our  company of $5 million or more,  all amounts due into shares of or common
stock at a conversion rate of $3.00 per share. In addition,  and in the event of
a  conversion,  each  private  investor  will  receive  for each Unit  purchased
warrants to purchase  8,333 shares of common stock at an exercise price of $6.00
per share and 8,333  shares of common  stock at an  exercise  price of $7.10 per
share. If no conversion occurs, then each private investor will receive for each
Unit purchased  warrants to purchase 5,000 shares of common stock at an exercise
price of $6.60 per share and 5,000 shares of common  stock at an exercise  price
of $8.00 per share. Additionally, in the event of a default, each investor would
be entitled to receive for each Unit purchased warrants to purchase 2,500 shares
at


                                        6

<PAGE>

an  exercise  price of $5.00 per  share  for each  month  that any  amounts  are
outstanding under the note.

4.    SUBSEQUENT EVENT

On  November  1, 2000,  the  Company  filed  with the  Securities  and  Exchange
Commission a Registration Statement under the Securities Act of 1933 to offer to
sell to the public  1,400,000  shares of common stock at an offering price at or
near the prevailing market price in the closing date of the offering.
































                                        7
<PAGE>



ITEM 2:  MANAGEMENT'S PLAN OF OPERATION AND DISCUSSION AND ANALYSIS.

      The  following   information  should  be  read  in  conjunction  with  the
consolidated financial statements of our company and the notes thereto appearing
elsewhere in this Quarterly Report on Form 10-QSB.

PLAN OF OPERATION

      We  specialize  in the  development  of  molecular  systems in the area of
disease  management,  risk assessment and certain industrial markets. We plan to
develop and manufacture these tests for sale to  pharmaceutical,  healthcare and
certain industrial  markets.  We are currently selling the EPIDNA and the EASYID
product lines and are  developing  several other  products of the EASYID product
line.

FINANCIAL RESOURCES AND CASH REQUIREMENTS

      We are dependent on external capital to finance our operations, as we only
generate a nominal amount of cash from operations.  As of September 30, 2000, we
had cash and cash  equivalents of $435,000.  Since that date, we have not raised
any  additional  capital.  These  funds are  projected  to last no  longer  than
December 31,  2000,  at which time we will need to raise  additional  capital to
continue  operations.  This plan of operation assumes that we will be successful
in raising  additional  capital.  Our failure to raise additional  capital will,
among other things, cause deviations from the plan of operation described herein
and would likely result in our need to curtail or cease operations.

      Since  November  1,  1998,  we have  borrowed  $3.7  million  to fund  our
operations.  We are in  default  on some  of  these  loans  for  failing  to pay
principal  and interest when due, a total  $350,000,  plus  interest.  See "Risk
Factors - We are in default of some of our outstanding  indebtedness  and may be
unable to repay these loans."

CONTINGENT NON-CASH CHARGES

Our company is  obligated  to issue  additional  warrants to purchase a total of
2,008,294  shares of common  stock upon the  occurrence  of  certain  contingent
events. In particular, we are obligated to issue additional warrants to purchase
775,000  shares of our common stock upon the full  repayment of certain loans or
our successful consummation of a financing in an amount equal to or greater than
$1.5 million. In addition,  if the holders elect to convert certain indebtedness
into shares of common stock within a specified period, then the holders would be
entitled to additional  warrants to purchase (a) 616,647 shares of commons stock
at an exercise  price of $6.00 per share and (b) 616,647  shares of common stock
at an  exercise  price of $7.10 per  share.  If the  holders  do not elect to so
convert,  then the holders would receive  warrants to purchase 370,000 shares of
common  stock at an exercise  price of $6.60 per share and  warrants to purchase
370,000  shares of common  stock at an  exercise  price of $8.00 per share.  The
issuance of these  contingent  warrants or any other  warrants  will result in a
significant  non-cash  charge  to our  company  in the  period  in  which  these
additional  warrants are issued and/or when the Company  consummates  its public
offering.



                                        8
<PAGE>



RESEARCH AND DEVELOPMENT

      We will continue our product research and development efforts and continue
to implement what we believe to be a feasible plan for product  development.  We
intend to  complete  our  research  and  development  and the  build-out  of the
production areas in our Florida facility.  For the twelve-month period following
our receipt of significant  additional capital, our activities will focus on the
following:

      o     Continued  enhancement  of our  Juvenile  Diabetes  Risk  Assessment
            System.

      o     Development  of new  detection  systems  in  collaboration  with the
            Norwegian Institute of Public Health.

      o     Continuation of EasyID DNA probe product  development for diagnostic
            uses, drug discovery and certain industrial applications.

      o     Continued  research and development of products for the detection of
            genes involved in cardiovascular diseases.

      o     Continued  research in  applications  of our nucleic  acid  labeling
            technology.

RECENT COLLABORATION

      We recently formed a collaboration with a leading wine producer to develop
a high throughput  screening procedure for spoilage  microorganisms in wine. The
intent of this  collaboration  is to develop a screening system that will enable
the producer to dramatically  increase  quality control accuracy and throughput,
as well as reduce costs associated with warehousing entire lots of wine awaiting
quality  control  results.  If successful,  we believe this  collaboration  will
demonstrate the broad applicability of our technology.

SIGNIFICANT PLANT OR EQUIPMENT PURCHASES

      We anticipate the need to purchase and/or lease various  equipment  valued
at approximately  $500,000.  Equipment will be used primarily to manufacture the
EasyID  line  of  products  currently  being  marketed  and  develop  additional
products.

CHANGES IN THE NUMBER OF EMPLOYEES

We currently have eleven employees.  If we are successful in raising significant
new capital,  then the Company  anticipates  hiring one new employee in 2000 and
twenty-two   new  employees  in  2001  in  connection   with  our  research  and
development,  product  development,  administration,  sales  and  marketing.  We
believe that these  personnel will be adequate to accomplish the tasks set forth
in our plan.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO SEPTEMBER 30, 1999

      Our company  remains  largely a development  stage  company.  We generated
revenues of $96,132 during the nine months ended  September 30, 2000 compared to
$72,620  during the nine months  ended  September  30,  1999.  During these same
periods, our cost of sales was $25,293 and $48,041,  respectively.



                                       9
<PAGE>

      Research and  development  expenses  increased  from  $398,969 in the nine
months  ended  September  30, 2000 to $620,188 in the same period in the current
year.  This  $221,219  increase  is largely  attributable  to the  research  and
development  costs  associated with our San Diego facility,  which was closed on
June 30, 2000 and whose operations were transferred to Miami, Florida.

      General and  administrative  expenses  increased from $924,678 in the nine
months ended  September 30, 1999 to $1,692,729  in the  nine-month  period ended
September  30,  2000.  This  $768,051  increase  is  primarily  attributable  to
increases in (i) salaries and benefits of $165,000,  (ii)  professional  fees of
$373,000,  (iii)  consulting  fees  related to  financings  of $127,000 and (iv)
travel and lodging  expenses of $50,000,  most of which were  related to the San
Diego facility.

      Amortization   of  deferred  loan  costs  increased  to  $858,088  in  the
nine-month  period ended  September 30, 2000 from $312,280 in the same period in
the prior year.  The increase was directly  related to our increased  borrowing,
and granting of related  warrants,  during the nine months ended  September  30,
2000. These warrants were valued based on the Black-Scholes Option Pricing Model
and resulted in $858,088 of amortization  during the nine months ended September
30, 2000.

      Interest expense for the nine months ended September 30, 2000 increased by
$281,475,  representing  accrued interest on various loans received by us in the
latter  part  of  1999  and  during  2000.  As of  September  30,  2000,  we had
approximately $3.6 million, plus accrued interest, in outstanding notes payable.
During the comparable  period in the prior year, our  outstanding  notes payable
were negligible.

      Expense in  connection  with  issuance of common stock for loan  extension
increased by  $1,820,000  in the nine months ended  September  30, 2000 over the
comparable period in 1999. During this period,  certain lenders agreed to extend
the  maturity  date of notes  payable to December  31, 2000 in exchange  for the
issuance of 280,000  shares of our common  stock.  On the date of issuance,  our
common stock traded at  approximately  $6.50. Our company recorded an expense of
$1,820,000 upon issuance of such common stock.

LIQUIDITY AND CAPITAL RESOURCES

      The net cash used by us in  operating  activities  was $2.1 million in the
nine-month  period  ended  September  30, 2000  compared to $1.0  million in the
comparable  period in the prior year. This increase was largely  attributable to
increases in general and administrative and research and development expenses.

      Our net cash provided by financing  activities was $2.5 million during the
nine months ended September 30, 2000,  consisting  mainly of proceeds from notes
payable and the sale of unregistered securities.

      We have experienced  extreme cash shortages since the end of November 1998
through the date of this filing.  As of September  30, 2000,  we had $435,000 of
cash.  Substantially  all of these  proceeds  are  expected to be spent prior to
December 31, 2000. We are, and after the date of this filing will be, in default
of  certain   indebtedness  with  an  original  principal  amount  of  $350,000.
Additional indebtedness with an original principal amount $3.4 million will


                                       10
<PAGE>

become due and payable in November and December  2000. Our company does not have
sufficient funds to repay these loans.

      As of September 30, 2000, we had a capital deficit of $3,245,250.  We have
entered  into a  non-binding  letter  of  intent  with  an  underwriter  to sell
1,400,000  shares of our  common  stock in a  firm-commitment  public  offering,
although no assurances  can be given that such an offering will take place or be
successful.  Our inability to raise  significant  capital in such pubic offering
will jeopardize our ability to continue operations.

GOING CONCERN OPINION

      Our independent public accountants have added an explanatory  paragraph to
their  audit  opinion  issued  in  connection  with the 1999 and 1998  financial
statements which states that our company's  dependence on outside  financing and
our losses since inception raise substantial doubt about our ability to continue
as a going concern.

IMPACT OF INFLATION

      Although inflation has slowed in recent years, it is still a factor in the
United  States  economy and we continue to seek ways to mitigate its impact.  To
the extent permitted by competition, we intend to pass increased costs on to our
customers by increasing sales prices over time. In addition, we place all of our
major supplier purchases out to bid.

NEW FASB PRONOUNCEMENTS

      In June 1998, the Financial  Accounting  Standards  Board issued FASB 133,
"Accounting  for  Derivative  Instruments  and  Hedging  Activities."  SFAS  133
requires  companies to recognize all  derivatives  contracts as either assets or
liabilities  in the balance sheet and to measure them at fair value.  If certain
conditions are met, a derivative may be specifically  designated as a hedge, the
objective  of which is to match the  timing of gain or loss  recognition  on the
hedging  derivative with the recognition of (i) the changes in the fair value of
the hedged asset or liability that are  attributable  to the hedged risk or (ii)
the earnings effect of the hedged forecasted  transaction.  For a derivative not
designated as a hedging instrument, the gain or loss is recognized in operations
in the period of change.  SFAS 133, as amended by SFAS 137, is effective for all
fiscal quarters of fiscal years beginning after June 15, 2001.

      Historically,  we have not entered into  derivatives  contracts  either to
hedge existing risks or for speculative purposes.  Accordingly, we do not expect
adoption  of the new  standard  on  January  1,  2001 to  affect  its  financial
statements.

      In March  2000,  the  Financial  Accounting  Standards  Board  issued FASB
Interpretation  No. 44,  ACCOUNTING  FOR CERTAIN  TRANSACTIONS  INVOLVING  STOCK
COMPENSATION,  AN  INTERPRETATION OF AFB OPINION NO. 25. The Company adopted the
Interpretation on July 1, 2000. The Interpretation requires, among other things,
that stock  opinions  that have been  modified  be  accounted  for as  variable.
Management anticipates the implementation of FASB Interpretation No. 44 will not
have a  material  effect on the  Company's  financial  position  or  results  of
operations.


CERTAIN BUSINESS RISK FACTORS

      You should carefully consider the risks described below before trading the
common stock. Our most significant  risks and uncertainties are described below;
however  they  are not the  only  ones we face.  If any of the  following  risks
actually occur, our business,  financial condition or result of operations would
materially  adversely  affected,  the  trading  price of our common  stock would
decline and you may lose all or part of your investment.



                                       11
<PAGE>

WE ARE IN DEFAULT OF SOME OF OUR OUTSTANDING  INDEBTEDNESS  AND MAY BE UNABLE TO
REPAY THESE LOANS

      Between  November 1, 1998 and August 1, 2000,  we borrowed a total of $3.7
million from various private investors, consisting of:

      o     Unsecured  loans  of  $150,000,   with  interest  payable  quarterly
            beginning on April 1, 1999 and the principal  payable on November 2,
            1999.  We are in default of these loans for failing to pay principal
            and interest when due.

      o     Secured loan of $100,000,  with interest payable quarterly beginning
            on June 1, 1999 and the principal  payable on April 18, 2000. We are
            in default of this loan for failing to pay  principal  and  interest
            when due.

      o     Secured loans of $1,238,500 for which the payment dates of principal
            and interest were extended by the lenders to December 31, 2000.

      o     Loans of $175,000 convertible into shares of common stock at a price
            of $5.00 per share.  The lenders have  extended the payment dates of
            these loans to December 31, 2000.

      o     Loan of $100,000  convertible into shares of common stock at a price
            of $5.00 per share for which the payment dates have been extended by
            the lenders to December 31, 2000.

      o     Loans of $600,000 convertible into shares of common stock at a price
            of $3.00 per share, which are due in November 2000.

      o     Loans of  $1,250,000  convertible  into shares of common  stock at a
            price of $3.00 per share, which are due in December 2000.

      We will not be able to repay these loans  unless we raise  enough  capital
from external sources.  Our business  operations do not generate sufficient cash
flow to repay these loans. Our inability to repay these loans may result,  among
other things,  in  foreclosure  against our assets.  This would  jeopardize  our
ability to continue operations, and our stock price would likely decline.

OUR LIMITED  OPERATING  HISTORY MAKES IT DIFFICULT OR IMPOSSIBLE TO EVALUATE OUR
PERFORMANCE AND MAKE PREDICTIONS ABOUT OUR FUTURE

      We were organized in 1991 and are in the  development  stage.  To date, we
have generated very limited revenues from the sale of our products.  Our limited
operating history makes an evaluation of our future prospects very difficult. As
a development stage company, we will encounter the types of risks, uncertainties
and difficulties frequently encountered by early-stage companies.  Many of these
risks and  uncertainties  are  described in more detail  elsewhere in this "Risk
Factors" section. If we do not successfully address these risks, then our future
business  prospects will be significantly  limited and, as a result, the trading
price of our common stock would likely decline.



                                       12
<PAGE>

WE HAVE EXPERIENCED  SIGNIFICANT LOSSES AND EXPECT TO INCUR LOSSES IN THE FUTURE

During the years ended  December  31, 1999 and 1998,  we incurred  net losses of
$2.8 million and $2.6 million, respectively. For the nine months ended September
30, 2000, we incurred net losses of $5.3 million.  Our cumulative net loss since
our  inception  on January 1, 1992 has been  $14.2  million.  We expect to incur
substantial  losses for the  foreseeable  future in connection with our research
and development  efforts,  as well as the expenses associated with attempting to
commercialize our products, including manufacturing,  marketing and distributing
expenses.

IF WE ARE  UNABLE TO OBTAIN  ADDITIONAL  CAPITAL,  WE MAY BE UNABLE TO  CONTINUE
OPERATIONS

      We had $435,000 of  cash-on-hand as of September 30, 2000. We project that
our  available  cash will last no longer than  December 31, 2000.  In connection
with their report, on our financial  statements for the years ended December 31,
1999 and 1998, our  independent  auditors have noted there is substantial  doubt
about our ability to continue as a going concern.  This "going concern"  opinion
is due,  in  part,  to our  need to  obtain  from  external  sources  additional
financing adequate to complete development  activities and to achieve a level of
sales  adequate to support  our cost  structure.  In the  absence of  additional
capital,  we will be required  to  significantly  curtail or cease our  business
activities, and our stock price would decline.

THE INTERESTS OF OUR  MANAGEMENT  MAY CONFLICT WITH THE INTERESTS OF OUR COMPANY
AND THE INTERESTS OF OUR OTHER SHAREHOLDERS

      Our directors and executive officers beneficially own approximately 43% of
our company's outstanding common stock, including 870,215 shares of common stock
pursuant  to  a  voting  agreement  with  Nyer  Medical  Group.  See  "Principal
Shareholders." These shareholders, acting together, have the ability to elect at
least a  majority  of our  directors.  They will also be able to  determine  the
outcome of most corporate actions requiring shareholder approval,  including our
merger with or into another entity,  a sale of  substantially  all of our assets
and  amendments  to our  articles  of  incorporation.  The  decisions  of  these
shareholders  may conflict  with our  company's  interests or those of our other
shareholders.

IF OUR ASSUMPTION ABOUT THE ROLE OF GENES IN DISEASE IS INCORRECT, WE MAY NOT BE
ABLE TO DEVELOP USEFUL PRODUCTS

      Certain of our products  and the  products we hope to develop  involve new
and unproven approaches. They are based on the assumption that information about
genes  may  help  scientists  better  understand   complex  disease   processes.
Scientists  generally  have a  limited  understanding  of the  role of  genes in
diseases, and few products based on gene discoveries have been developed. Of the
products  that  exist,  all are  diagnostic  products.  To  date,  we know of no
therapeutic products based on disease gene discoveries.  If our assumption about
the  role of genes in the  disease  process  is  incorrect,  our gene  discovery
programs  may not result in  products,  the genetic  data  collected  may not be
useful to our  customers  and these types of products  may lose any  competitive
advantage.



                                       13
<PAGE>

ETHICAL AND PRIVACY  CONCERNS MAY LIMIT THE USE OF GENETIC TESTING AND THEREFORE
THE COMMERCIAL VIABILITY OF ANY PRODUCTS WE DEVELOP

      Other  companies have  developed  genetic  predisposition  tests that have
raised  ethical  concerns.  It  is  possible  that  employers  or  others  could
discriminate  against  people  who  have a  genetic  predisposition  to  certain
diseases.  Concern regarding possible  discrimination may result in governmental
authorities  enacting  restrictions  or bans on the use of all, or certain types
of, genetic testing.  Similarly, such concerns may lead individuals to refuse to
use genetics tests even if permissible.  These factors may limit the market for,
and therefore the  commercial  viability of, genetic  testing  products that our
collaborators and we develop.

OUR PRODUCTS MAY NOT GAIN MARKET ACCEPTANCE,  WHICH WOULD JEOPARDIZE OUR ABILITY
TO GENERATE REVENUE AND CONTINUE OPERATIONS

      We are highly  dependent on a limited number of products and our long-term
success may depend on the market acceptance of these products. We currently have
two products lines,  the EPIDNA and EASYID product lines.  Market  acceptance of
our product  lines will  depend,  in part,  on our  ability to  demonstrate  the
superiority of them with respect to existing techniques, including the products'
accuracy,   ease  of  use,  reliability  and   cost-effectiveness   and  on  the
effectiveness  of our  marketing  efforts.  These  efforts  have been  adversely
affected by our working capital shortage. No assurance can be given that we will
gain market acceptance for our product lines.  Failure to gain market acceptance
for these product lines will jeopardize our ability to obtain capital,  generate
revenue to continue operations, likely resulting in a lower stock price.

THE  TECHNOLOGY IN OUR PRODUCTS IS RAPIDLY  EVOLVING,  AND OUR ABILITY TO EVOLVE
WITH THIS TECHNOLOGY MAY JEOPARDIZE THE COMMERCIAL VIABILITY OF OUR PRODUCTS

      The science and technology of the EPIDNA Picogram Assay,  DNAMAX,  EASYID,
and DNAtect are rapidly evolving.  The commercial viability of our product lines
has not been proven, as we have only conducted limited marketing efforts for our
existing  products  and  other  proposed  products  are in the  early  stage  of
development. All of our products are subject to the risks of failure inherent in
the  development  of  products  based on  innovative  technologies.  These risks
include  the  possibility  that any or all of  these  products  are  found to be
ineffective,   unsafe,  or  otherwise  fail  to  receive  necessary   regulatory
clearances,  if any, that these products,  though effective, are uneconomical to
market,  that third  parties  hold  proprietary  rights  that  preclude  us from
marketing  them, or that third parties market a superior or equivalent  product.
Accordingly,  we  are  unable  to  predict  whether  our  products  will  become
commercially viable.

WE WILL NEED TO RELY ON  COLLABORATIVE  PARTNERS TO  FACILITATE  THE SALE OF OUR
PRODUCTS  AND OUR  FAILURE TO ENTER INTO SUCH  COLLABORATIVE  ARRANGEMENTS  WILL
HINDER OUR ABILITY TO SELL OUR PRODUCTS AND SERVICES

      In the future we may,  in order to  facilitate  the sale of our  products,
enter into collaborative selling arrangements with one or more other persons. It
is  uncertain  whether  we will be able to  negotiate  acceptable  collaborative
arrangements  in the  future or that  such  collaborative  arrangements  will be
successful.  If we are unable to identify collaborative partners to sell certain


                                       14
<PAGE>

of our services and/or  products,  we may be forced to develop an internal sales
force to market and sell our services  and/or  products in markets  where we are
not intending on developing a direct selling presence. Such a process would take
more time and  potentially  cost more.  As a result,  our  revenues and earnings
would be reduced. If we do enter into collaborative  selling  arrangements,  our
success  will depend  upon the efforts of others and may be beyond our  control.
Failure  of any  collaborative  selling  arrangement  could  result  in  reduced
revenues and possible losses.

WE ARE SUBJECT TO RISKS RELATED TO PRODUCT LIABILITY CLAIMS, WHICH ARE EXPENSIVE
TO DEFEND AND MAY RESULT IN NEGATIVE PUBLICITY

      The  nature of our  business  exposes  us to risk from  product  liability
claims.  We maintain product  liability  insurance for some of our products with
limits of $1 million per  occurrence  and $2 million in the  aggregate per year.
Such insurance coverage is, however,  becoming increasingly  expensive and there
can be no assurance  that our insurance will be adequate to cover future product
liability claims, or that we will be successful in maintaining  adequate product
liability insurance at acceptable rates. In addition, due to our working capital
shortage,  there can be no  assurance  that we will be able to fund the premiums
for our existing insurance.  Any losses that we may suffer from future liability
claims,  and any  adverse  publicity  from  product  liability  litigation,  may
adversely affect our business operations and our stock price.

WE MAY NOT BE ABLE TO  SUCCESSFULLY  DEVELOP OUR  MANUFACTURING  PROCESS,  WHICH
WOULD JEOPARDIZE OUR ABILITY TO GENERATE REVENUE

      We have limited experience in manufacturing our products,  and we have not
yet determined whether we will be able to produce sufficient  quantities of such
products at commercially  reasonable costs. Our inability to produce  sufficient
quantities at  commercially  reasonable  costs would  jeopardize  our ability to
generate revenue sufficient to support our operations.  In such event, our stock
price would likely decline.

WE MAY NOT BE ABLE TO  SUCCESSFULLY  MARKET OUR PRODUCTS IN THE UNITED STATES OR
INTERNATIONALLY

      We have limited experience in marketing our products.  We intend to market
our products in the United States, Europe and Asia through collaborative selling
arrangements and/or through a network of independent distributors supported by a
direct  sales  force.  We do not  currently  have a sales  force in place and no
distribution  agreements  have been  entered  into.  Our  ability  to market our
products  in Europe and Asia and other  areas will depend on our ability to fund
such  efforts,  as well as our  ability  to  develop  strategic  alliances  with
marketing  partners.  Our inability to  successfully  market our products  would
jeopardize our ability to generate revenue sufficient to support our operations.

WE FACE RISKS ASSOCIATED WITH GOVERNMENTAL REGULATION

      Changes in existing  regulations could require advance regulatory approval
of genetic susceptibility tests that may result in a substantial  curtailment or
even prohibition of our activities  without  regulatory  approval.  If our tests


                                       15
<PAGE>

ever require  regulatory  approval,  the costs of introduction will increase and
marketing and sales may be significantly delayed.

      Further, several years ago the FDA proposed to regulate as medical devices
the "active  ingredients"  (known as "analyte  specific  reagents" or "ASRs") of
certain  tests  developed by, or in  conjunction  with,  clinical  laboratories.
Currently,  a final rule has not been issued.  The FDA has  specifically  stated
that it is not proposing a comprehensive regulatory scheme over the final tests,
but rather the active ingredients ASRs provided to the laboratories that perform
them.  According  to  the  FDA,  any  contemplated   additional  controls  (e.g.
submission for Pre-Market Approval applications) over the tests themselves would
likely  involve  those  tests which  identify  genes  associated  with cancer or
diseases  associated with dementia.  If the FDA requires  Pre-Market Approval of
our  genetic  susceptibility  test,  our  company  may be  required  to  conduct
pre-clinical  studies,  obtain an  investigational  device  exemption to conduct
clinical tests, file a Pre-Market Approval application, and obtain FDA approval.
There can be no assurance such approval would be received on a timely basis,  if
at all.  The  failure  to  receive  such  approval  could  require us to develop
alternative  testing methods or utilize approved ASRs, which could result in the
delay  or  cause  the  termination  of the use of  such  test.  Such a delay  or
termination could result in reduced revenues or losses.

WE MAY NOT BE ABLE TO  SUCCESSFULLY  MAINTAIN  OUR CURRENT  PATENTS,  OBTAIN NEW
PATENTS,  OR OPERATE WITHOUT  INFRINGING  UPON THE  PROPRIETARY  RIGHTS OF OTHER
PARTIES

      Our  success  will  depend in part on our  ability to obtain and  maintain
patent  protection  for our products,  preserve our trade  secrets,  and operate
without infringing upon the proprietary rights of other parties.  Because of the
substantial  length of time and expense  associated  with  bringing new products
through  development  to the  marketplace,  the  biotechnology  industry  places
considerable  importance  on obtaining and  maintaining  patent and trade secret
protection for new technologies,  products and processes.  In addition, the laws
of certain countries may not protect our intellectual property.  Legal standards
relating to the scope of claims and the validity of patents in the biotechnology
field  are  uncertain  and  evolving.  There  can be no  assurance  that  patent
applications  to which we hold  ownership  or license  rights will result in the
issuance  of  patents,  that any  patents  issued or  licensed to us will not be
challenged  and  held to be  invalid,  or that  any such  patents  will  provide
commercially  significant protection to our technology,  products and processes.
In  addition,  there can be no  assurance  that  others  will not  independently
develop substantially  equivalent proprietary information not covered by patents
to which we have rights or obtain access to our know-how or that others will not
be issued patents which may prevent the sale of one or more of our products,  or
require  licensing  and the payment of  significant  fees or  royalties by us to
third  parties  in order to enable  us to  conduct  our  business.  Defense  and
prosecution of patent claims can be expensive and time consuming,  regardless of
whether  the  outcome is  favorable  to us, and can result in the  diversion  of
substantial   financial,   management,   and  other  resources  from  our  other
activities.  An adverse  outcome  could subject us to  significant  liability to
third parties,  require us to obtain licenses from third parties,  or require us
to cease any related  research and  development  activities or product sales. No
assurance  can be given that any licenses  required  under any such  third-party
patents or proprietary rights would be made available on commercially reasonable


                                       16
<PAGE>

terms, if at all. In addition, due to our working capital shortage, there can be
no assurance that we will be able to continue our existing patent applications.

WE MAY NOT BE ABLE TO SUCCESSFULLY PROTECT OUR PROPRIETARY INFORMATION

      Our success is also dependent upon the skills,  knowledge,  and experience
of our scientific and technical  personnel.  To help protect our rights, we plan
to require all of our  employees,  consultants,  advisors and  collaborators  to
enter  into   confidentiality   agreements   that  prohibit  the  disclosure  of
confidential  information to anyone  outside our company and require  disclosure
and in most cases assignment to us of their ideas, developments, discoveries and
inventions.  There can be no  assurance,  however,  that these  agreements  will
provide adequate protection for our trade secrets, know-how or other proprietary
information in the event of any unauthorized use or disclosure.

WE MAY FAIL TO HIRE, RETAIN AND INTEGRATE KEY PERSONNEL

      Our ability to successfully manage our growth will substantially depend on
our ability to attract and retain  additional  qualified  management  personnel.
Because of our extreme cash shortage, our ability to attract or retain qualified
personnel has been  hindered.  There is  significant  competition  for qualified
personnel,  and  there  can be no  assurance  that  we  will  be  successful  in
recruiting, retaining or training the management personnel we require.


























                                       17
<PAGE>


                                     PART II

                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

      We are not aware of any legal proceedings involving our company.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

      (a), (b), (c) and (d)  None.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

      Since  November 2, 1998, we received a total of $3.7 million in loans.  Of
that  total,  $0.6  million is due in November  2000 and $2.8  million is due in
December  2000.  As of the date of this  filing,  our  company is in default for
failing  to pay  principal  and  interest  when  due on  loans  in the  original
principal amount of $350,000, plus accrued interest. Our company's assets secure
a significant  amount of the total loans. Our company's  ability to pay interest
or to  repay  such  loans  is  completely  dependent  on our  ability  to  raise
additional capital from external sources.  Our failure to raise such capital and
to pay all accrued but unpaid interest and  subsequently to repay the loans upon
maturity may result in the foreclosure on our company's assets.  This would have
a material  adverse effect on our company's  business,  financial  condition and
results of operations and would jeopardize our company's  ability to continue as
a going concern.

      As of  November  13,  2000,  we owed  $55,963 of  interest on loans in the
original  principal  amount of  $350,000  which are in  default,  with  interest
accruing at a rate of $115.00 per day.















                                       18

<PAGE>
EXHIBIT
   NO.    DESCRIPTION                   LOCATION
   ---    -----------                   --------
   1.1    Form of Underwriting          Incorporated by reference to
          Agreement between Mercer      Exhibit No. 1.1 to the
          Partners, Inc. and the        Registration Statement on Form
          Company                       SB-2 filed with the Securities
                                        and Exchange Commission on
                                        October 20, 2000

   1.2    Form of Consulting Agreement  Incorporated by reference to
          between Mercer Partners,      Exhibit No. 1.2 to the
          Inc. and the Company          Registration Statement on Form
                                        SB-2 filed with the Securities
                                        and Exchange Commission on
                                        October 24, 2000

   1.3    Form of Selected Dealers      Incorporated by reference to
          Agreement between Mercer      Exhibit No. 1.3 to the
          Partners, Inc. and the        Registration Statement on Form
          Company                       SB-2 filed with the Securities
                                        and Exchange Commission on
                                        October 20, 2000

   1.4    Form of Agreement among       Incorporated by reference to
          Underwriters                  Exhibit No. 1.4 to the
                                        Registration   Statement  on  Form  SB-2
                                        filed with the  Securities  and Exchange
                                        Commission on October 20, 2000

   1.5    Form of Underwriter's         Incorporated by reference to
          Warrant from the Company to   Exhibit No. 1.5 to the
          Mercer Partners, Inc.         Registration Statement on Form
                                        SB-2 filed with the Securities
                                        and Exchange Commission on
                                        October 20, 2000

   2.1    Stock Purchase Agreement      Incorporated by reference to
          dated as of January 15,       Exhibit 2.1 to Registrant's
          2000, among the Company and   Current Report on Form 8-K
          shareholders of DNA           filed with the SEC on February
          Sciences, Inc.                14, 2000

   3.1    Articles of Incorporation of  Incorporated by reference to
          the Company, as amended       Exhibit No. 3.1 to Registrant's
                                        Registration Statement (the
                                        "Registration Statement") on
                                        Form SB-2 (Registration Number
                                        333-5530-A)

   3.2    By-laws of the Company        Incorporated by reference to
                                        Exhibit No. 3.2 to the
                                        Registration Statement

   3.3    Amendment to By-Laws of the   Incorporated by reference to
          Company                       Exhibit No. 3.3 to the Annual
                                        Report on Form 10-KSB for the
                                        year ended December 31, 1999

   4.1    Form of Common Stock          Incorporated by reference to
          certificate                   Exhibit No. 4.1 to the
                                        Registration Statement

   4.2    Form of Underwriters' Warrant Incorporated by reference to
                                        Exhibit No. 4.2 to the
                                        Registration Statement

   4.3    Form of 1996 Incentive Plan   Incorporated by reference to
                                        Exhibit No. 4.3 to the
                                        Registration Statement

   4.4    Form of 1999 Stock Option     Incorporated by reference to
          Plan                          Exhibit No. 4.4 to the Annual
                                        Report on Form 10-KSB for the
                                        year ended December 31, 1999

   5.1    Opinion re: Legality          Incorporated by reference to
                                        Exhibit No. 5.1 to the
                                        Registration Statement on Form
                                        SB-2 filed with the Securities
                                        and Exchange Commission on
                                        August 24, 2000


                                       19
<PAGE>

EXHIBIT
   NO.    DESCRIPTION                   LOCATION
   ---    -----------                   --------
  10.1    License Agreement dated       Incorporated by reference to
          September 7, 1990 between     Exhibit No. 10.1 to the
          the University of Miami and   Registration Statement
          its School of Medicine and
          ProVec, Inc.

  10.2    Assignment of License         Incorporated by reference to
          Agreement dated January 20,   Exhibit No. 10.2 to the
          1992 between ProVec, Inc.     Registration Statement
          and EpiDNA, Inc.

  10.3    Agreement between University  Incorporated by reference to
          of Miami and its School of    Exhibit No. 10.3 to the
          Medicine and the Company      Registration Statement
          dated August 21, 1996

  10.4    Employment Agreement dated    Incorporated by reference to
          August 15, 1996 between Mead  Exhibit No. 10.4 to the
          M. McCabe, Sr. and the        Registration Statement
          Company

  10.5    Stock Option Addendum to      Incorporated by reference to
          Employment Agreement dated    Exhibit No. 10.5 to the
          August 15, 1996 between Mead  Registration Statement
          M. McCabe, Sr. and the
          Company

  10.6    Stock Option Addendum to      Incorporated by reference to
          Employment Agreement dated    Exhibit No. 10.7 to the
          August 15, 1996 between Mead  Registration Statement
          M. McCabe, Sr. and the
          Company

  10.7    Consulting Agreement dated    Incorporated by reference to
          June 19, 1996 between James   Exhibit No. 10.10 to the
          A. Joyce and the Company      Registration Statement

  10.8    Letter Agreement dated        Incorporated by reference to
          December 16, 1994 among Nyer  Exhibit No. 10.11 to the
          Medical Group, Inc., the      Registration Statement
          Company, Mead M. McCabe, Sr.
          And Mead M. McCabe, Jr.

  10.9    Investors Finders Agreement   Incorporated by reference to
          dated June 9, 1994 among      Exhibit No. 10.12 to the
          Nyer Medical Group, Inc.,     Registration Statement
          and the Company and Gulf
          American Trading Company

  10.10   Industrial Real Estate Lease  Incorporated by reference to
          dated June 12, 1997 among     Exhibit No. 10.13 to the
          the Company and Jetex Group,  Company's Quarterly Report on
          Inc.                          Form 10-QSB for the Quarter
                                        ended June 30, 1997

  10.11   Letter from University of     Incorporated by reference to
          Miami                         dated April 8, 1998 Exhibit No. 10.12 to
                                        the  Company's  Annual  Report  on  Form
                                        10-KSB for the year ended  December  31,
                                        1997

  10.12   Promissory Note dated as of   Incorporated by reference to
          November 2, 1998 in the       Exhibit No. 10.13 to the
          Original Principal Amount of  Company's Annual Report on Form
          $50,000 given by the Company  10-KSB for the year ended
          to Ms. Patricia A. Gionone    December 31, 1998

  10.13   Common Stock Purchase         Incorporated by reference to
          Warrant No. W-2 dated  as of  Exhibit No. 10.14 to the
          November 2, 1998 granted by   Company's Annual Report on Form
          the Company to Ms. Patricia   10-KSB for the year ended
          A. Gionone                    December 31, 1998


                                       20

<PAGE>

EXHIBIT
   NO.    DESCRIPTION                   LOCATION
   ---    -----------                   --------
  10.14   Promissory Note dated as of   Incorporated   by  reference  to
          November 2, 1998 in the       Exhibit   No.   10.15   to   the
          Original Principal Amount     Company's  Annual Report on Form
          of $100,000 given by the      10-KSB   for  the   year   ended
          Company to Jerome P. Seiden   December 31, 1998
          Irrevocable Trust Dated
          April 22, 1998

  10.15   Common Stock Purchase         Incorporated by reference to
          Warrant No. W-1 dated  as of  Exhibit No. 10.16 to the
          November 2, 1998 granted by   Company's Annual Report on Form
          the Company to Jerome P.      10-KSB for the year ended
          Seiden Irrevocable Trust      December 31, 1998
          Dated April 22, 1998

  10.16   Common Stock Purchase         Incorporated by reference to
          Warrant No. W-5 dated as of   Exhibit No. 10.17 to the
          September 3, 1998 granted by  Company's Annual Report on Form
          the Company to Sterling       10-KSB for the year ended
          Technology Partners, Ltd.     December 31, 1998

  10.17   Common Stock Purchase         Incorporated by reference to
          Warrant No. W-4 dated  as of  Exhibit No. 10.18 to the
          January 19, 1999 granted by   Company's Annual Report on Form
          the Company to Sterling       10-KSB for the year ended
          Technology Partners, Ltd.     December 31, 1998

  10.18   Common Stock Purchase         Incorporated by reference to
          Warrant No. W-7 dated  as of  Exhibit No. 10.19 to the
          March 9, 1999 granted by the  Company's Annual Report on Form
          Company to Sterling           10-KSB for the year ended
          Technology Partners, Ltd.     December 31, 1998

  10.19   Common Stock Purchase         Incorporated by reference to
          Warrant No. W-3 dated as of   Exhibit No. 10.20 to the
          January 19, 1999 granted by   Company's Annual Report on Form
          the Company to Capital        10-KSB for the year ended
          Research, Ltd.                December 31, 1998

  10.20   Promissory  Note dated as of  Incorporated by reference to
          January 19, 1999 in the       Exhibit No. 10.21 to the
          Original Principal Amount of  Company's  Annual Report on Form
          $163,500  given by the        10-KSB for the year ended
          Company to Capital Research,  December 31, 1998
          Ltd.

  10.21   Pledge and Security           Incorporated by reference to
          Agreement dated as of         Exhibit No. 10.22 to the
          January 19, 1999 between the  Company's Annual Report on Form
          Company and Capital           10-KSB for the year ended
          Research, Ltd.                December 31, 1998

  10.22   Registration Rights           Incorporated by reference to
          Agreement dated as of         Exhibit No. 10.23 to the
          January 19, 1999 between the  Company's Annual Report on Form
          Company and Capital           10-KSB for the year ended
          Research, Ltd.                December 31, 1998

  10.23   Promissory Note dated as of   Incorporated by reference to
          March 9, 1999 in the          Exhibit No. 10.24 to the
          Original Principal Amount of  Company's Annual Report on Form
          $125,000  given by the        10-KSB for the year ended
          Company to Capital            December 31, 1998
          Research, Ltd.

  10.24   Common Stock Purchase         Incorporated by reference to
          Warrant No. W-6 dated as of   Exhibit No. 10.25 to the
          March 9, 1999 granted by the  Company's Annual Report on Form
          Company to Capital Research,  10-KSB for the year ended
          Ltd.                          December 31, 1998

  10.25   Registration Rights           Incorporated by reference to
          Agreement dated as of March   Exhibit No. 10.26 to the
          9, 1999 between the Company   Company's Annual Report on Form
          and Capital Research, Ltd.    10-KSB for the year ended
                                        December 31, 1998


                                       21

<PAGE>

EXHIBIT
   NO.    DESCRIPTION                   LOCATION
   ---    -----------                   --------
  10.26   Executive Employment          Incorporated by reference to
          Agreement, together with      Exhibit 10.26 to the Company's
          Stock Option Addendum, dated  Annual Report on Amendment No.
          as of July 1, 1999 between    1 to the Form 10 KSB for the
          Mead M. McCabe, Jr. and the   year ended December 31, 1998
          Company

  10.27   Executive Employment          Incorporated by reference to
          Agreement, together with      Exhibit 10.27 to the Company's
          Stock Option Addendum, dated  Annual Report on Amendment No.
          as of July 1, 1999 between    1 to the Form 10 KSB for the
          Mead M. McCabe, Sr. and the   year ended December 31, 1998
          Company

  10.28   Executive Employment          Incorporated by reference to
          Agreement, together with      Exhibit No. 10.29 to the Annual
          Stock Option Addendum, dated  Report on Form 10-KSB for the
          as of January 17, 2000        year ended December 31, 1999
          between Eric Wilkinson and
          the Company

  10.29   Promissory Note dated as of   Incorporated by reference to
          April 19, 1999 in the         Exhibit No. 10.30 to the Annual
          Original Principal Amount of  Report on Form 10-KSB for the
          $100,000 given by the         year ended December 31, 1999
          Company to Jack Surgent

  10.30   Registration Rights           Incorporated by reference to
          Agreement dated as of April   Exhibit No. 10.31 to the Annual
          19, 1999 between the Company  Report on Form 10-KSB for the
          and Jack Surgent              year ended December 31, 1999

  10.31   Common Stock Purchase         Incorporated by reference to
          Warrant dated as of April     Exhibit No. 10.32 to the Annual
          19, 1999 granted by the       Report on Form 10-KSB for the
          Company to Jack Surgent       year ended December 31, 1999

  10.32   Promissory  Note dated as of  Incorporated  by reference to
          October 6, 1999 in the        Exhibit No. 10.33 to the Annual
          Original Principal Amount of  Report on Form  10-KSB  for the
          $200,000 given by the         year ended December 31, 1999
          Company to Orbiter Fund, Ltd.

  10.33   Pledge and Security           Incorporated by reference to
          Agreement dated as of         Exhibit No. 10.34 to the Annual
          October 6, 1999 between the   Report on Form 10-KSB for the
          Company and Orbiter Fund,     year ended December 31, 1999
          Ltd.

  10.34   Registration Rights           Incorporated by reference to
          Agreement dated as of         Exhibit No. 10.35 to the Annual
          October 6, 1999 between the   Report on Form 10-KSB for the
          Company and Orbiter Fund,     year ended December 31, 1999
          Ltd.

  10.35   Common Stock Purchase         Incorporated by reference to
          Warrant dated as of October   Exhibit No. 10.36 to the Annual
          6, 1999 granted by the        Report on Form 10-KSB for the
          Company to Orbiter Fund, Ltd. year ended December 31, 1999

  10.36   Promissory  Note dated as of  Incorporated by reference to
          November 19, 1999 in the      Exhibit No. 10.37 to the Annual
          Original Principal Amount of  Report on Form  10-KSB  for the
          $200,000 given by the         year ended December 31, 1999
          Company to Orbiter Fund, Ltd.

  10.37   Pledge and Security           Incorporated by reference to
          Agreement dated as of         Exhibit No. 10.38 to the Annual
          November 19, 1999 between     Report on Form 10-KSB for the
          the Company and Orbiter       year ended December 31, 1999
          Fund, Ltd.


                                       22

<PAGE>

EXHIBIT
   NO.    DESCRIPTION                   LOCATION
   ---    -----------                   --------
  10.38   Registration Rights           Incorporated by reference to
          Agreement dated as of         Exhibit No. 10.39 to the Annual
          November 19, 1999 between     Report on Form 10-KSB for the
          the Company and Orbiter       year ended December 31, 1999
          Fund, Ltd.

  10.39   Common Stock Purchase         Incorporated by reference to
          Warrant dated as of December  Exhibit No. 10.40 to the Annual
          22, 1999 granted by the       Report on Form 10-KSB for the
          Company to Orbiter Fund, Ltd. year ended December 31, 1999

  10.40   Promissory  Note dated as of  Incorporated by reference to
          November 19, 1999 in the      Exhibit No. 10.41 to the Annual
          Original Principal Amount of  Report on Form  10-KSB  for the
          $300,000 given by the         year ended December 31, 1999
          Company to Orbiter Fund, Ltd.

  10.41   Pledge and Security           Incorporated by reference to
          Agreement dated as of         Exhibit No. 10.42 to the Annual
          December 22, 1999 between     Report on Form 10-KSB for the
          the Company and Orbiter       year ended December 31, 1999
          Fund, Ltd.

  10.42   Registration Rights           Incorporated by reference to
          Agreement dated as of         Exhibit No. 10.43 to the Annual
          December 22, 1999 between     Report on Form 10-KSB for the
          the Company and The Orbiter   year ended December 31, 1999
          Fund, Ltd.

  10.43   Common Stock Purchase         Incorporated by reference to
          Warrant dated as of           Exhibit No. 10.44 to the Annual
          December 22, 1999 granted by  Report on Form 10-KSB for the
          the Company to The Orbiter    year ended December 31, 1999
          Fund, Ltd.

  10.44   Promissory  Note dated as of  Incorporated  by  reference to
          February, 2000 in the         Exhibit No. 10.45 to the Annual
          Original Principal Amount of  Report on Form 10-KSB for the
          $250,000 give by the Company  year ended December 31, 1999
          to The Orbiter Fund, Ltd.

  10.45   Pledge and Security           Incorporated by reference to
          Agreement dated as of         Exhibit No. 10.46 to the Annual
          February, 2000 between the    Report on Form 10-KSB for the
          Company and The Orbiter       year ended December 31, 1999
          Fund, Ltd.

  10.46   Registration Rights           Incorporated by reference to
          Agreement dated as of         Exhibit No. 10.47 to the Annual
          February, 2000 between the    Report on Form 10-KSB for the
          Company and The Orbiter       year ended December 31, 1999
          Fund, Ltd.

  10.47   Stock Purchase Agreement      Incorporated by reference to
          dated as of January 17, 2000  Exhibit No. 10.48 to the Annual
          among the Company, DNA        Report on Form 10-KSB for the
          Sciences, Inc. and the        year ended December 31, 1999
          shareholders of DNA
          Sciences, Inc.

  10.48   Common Stock Purchase         Incorporated by reference to
          Warrant dated as of           Exhibit No. 10.49 to the Annual
          February, 2000 given by the   Report on Form 10-KSB for the
          Company to The Orbiter Fund,  year ended  December 31, 1999
          Ltd.

  10.49   Convertible Promissory Note   Incorporated by reference to
          dated as of March 2, 2000 in  Exhibit  No.  10.50  to the  Annual
          the  Original Principal       Report on Form  10-KSB for the
          Amount of $75,000  given by   year ended December 31, 1999
          the Company to Jack Higgins



                                       23
<PAGE>

EXHIBIT
   NO.    DESCRIPTION                   LOCATION
   ---    -----------                   --------
  10.50   Common Stock Purchase         Incorporated by reference to
          Warrant dated as of March 2,  Exhibit No. 10.513 to the
          2000 between the Company and  Annual Report on Form 10-KSB
          Jack Higgins                  for the year ended December 31,
                                        1999

  10.51   Convertible Promissory Note   Incorporated by reference to
          dated as of March 7, 2000 in  Exhibit No. 10.52 to the Annual
          the  Original Principal       Report on Form 10-KSB for the
          Amount of $100,000 given by   year ended December 31, 1999
          the Company to Frederick &
          Company

  10.52   Common Stock Purchase         Incorporated by reference to
          Warrant dated as of March 7,  Exhibit No. 10.53 to the Annual
          2000 between the Company and  Report on Form 10-KSB for the
          Frederick & Company           year ended December 31, 1999

  10.53   Convertible Promissory Note   Incorporated by reference to
          in  the Original Principal    Exhibit No. 10.54 to the Annual
          Amount of $100,000 dated as   Report on Form 10-KSB for the
          of May 8, 2000 between the    year ended December 31, 1999
          Company and Jim Kelly.

  10.54   Common Stock Purchase         Incorporated by reference to
          Warrant dated as of May 8,    Exhibit No. 10.55 to the Annual
          2000 between the Company and  Report on Form 10-KSB for the
          Jim Kelly.                    year ended December 31, 1999

  10.55   Convertible Promissory Note   Incorporated  by reference to
          in  the Original Principal    Exhibit No. 10.56 to the Annual
          Amount of $500,000 dated as   Report on Form  10-KSB for the
          of May 26, 2000 between the   year ended December 31, 1999
          Company and Jim Kelly.

  10.56   Common Stock Purchase         Incorporated by reference to
          Warrant dated as of May 26,   Exhibit No. 10.57 to the Annual
          2000 between the Company and  Report on Form 10-KSB for the
          Jim Kelly.                    year ended December 31, 1999

  10.57   Convertible Promissory Note   Incorporated  by  reference  to
          in the Original Principal     Exhibit 10.57 to the Quarterly
          Amount of $100,000 dated as   Report on Form  10-QSB for the
          of April 4, 2000 between the  three months ended March 31,
          Company and Donald Heap.      2000

  10.58   Common Stock Purchase         Incorporated by reference to
          Warrant No. W-18 dated as of  Exhibit 10.58 to the Quarterly
          April 4, 2000 between the     Report on Form 10-QSB for the
          Company and Donald Heap.      three months ended March 31,
                                        2000

  10.59   Convertible Promissory Note   Incorporated  by  reference  to
          in  the Original Principal    Exhibit 10.59 to the Quarterly
          Amount of $50,000 dated as    Report on Form  10-QSB  for the
          of June 9, 2000 between the   three months ended March 31, 2000
          Company and Michael and
          Lois Halbert

  10.60   Common Stock Purchase         Incorporated by reference to
          Warrant dated as of June 9,   Exhibit  10.60 to the  Quarterly
          2000 between the Company and  Report on Form 10-QSB for the
          Michael and Lois  Halbert     three  months ended March 31, 2000


                                       24

<PAGE>

EXHIBIT
   NO.    DESCRIPTION                   LOCATION
   ---    -----------                   --------
  10.61   Common Stock Purchase         Incorporated by reference to
          Warrant No. W-12 dated as of  Exhibit 10.61 to the Quarterly
          October 6, 1999 between the   Report on Form 10-QSB for the
          Company and Sterling          three months ended March 31,
          Technology Partners, Ltd.     2000

  10.62   Common Stock Purchase         Incorporated by reference to
          Warrant No. W-13 dated as of  Exhibit 10.62 to the Quarterly
          December 22, 1999 between     Report on Form 10-QSB for the
          the Company and Sterling      three months ended March 31,
          Technology Partners, Ltd.     2000

   11.    Statement re: computation of  Not applicable
          earnings

   18.    Letter on change in           Not applicable
          accounting principles

   21.    Subsidiaries of the           Provided herewith
          Registrant

   22.    Published report regarding    Not applicable
          matters submitted to Vote

  23.1    Consent of Independent        Not applicable
          Accountant

  23.2    Consent of Counsel            Incorporated by reference to
                                        Exhibit No. 23.2 to the
                                        Registration Statement on Form
                                        SB-2 filed with the Securities
                                        and Exchange Commission on
                                        August 24, 2000

   24.    Power of Attorney             Not applicable

   27.    Financial Data Schedule       Provided herewith








                                       25
<PAGE>



                                  SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

Date:  November 14, 2000            GENETIC VECTORS, INC.


                                    By: /s/ Mead M. McCabe, Jr.
                                        -----------------------
                                            Mead M. McCabe, Jr.
                                            Chief Executive Officer



























                                       26



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