SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Amendment No. 2)
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CROSS GENETIC TECHNOLOGIES, INC.
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(Name of small business issuer in its charter)

Virginia 541511 54-203-0708
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(State of (Primary Standard (IRS Employer
Incorporation) Industrial Classification I.D. Number)
Number)

11921 Freedom Drive, Suite 550, Reston, VA 20190 (703) 925-5912
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(Address and telephone number of principal executive offices)

11921 Freedom Drive, Suite 550, Reston, VA 20190
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(Address of principal place of business)

McSweeney & Crump, P.C., 11 South 12th Street, 5th Floor
Richmond, VA 23219, (804) 783-6800
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(Name, address and telephone number of agent for service)

Approximate date of proposed commencement of sale to the public: From
time to time after the Registration Statement becomes effective.

CALCULATION OF REGISTRATION FEE

===============================================================================

---------------------------------------------------------------------------------------------------------------------------------
|Common stock |11,008,000 |$0.05 |$550,400 |$137.60 |
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The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

CROSS GENETIC TECHNOLOGIES, INC.
a Virginia Corporation
11,008,000 STRIKEOUT Shares REPLACED WITH shares
STRIKEOUT Common Stock REPLACED WITH common stock, no par value
-------------------------------------------------------------------------------

CROSS GENETIC Technologies, Inc. STRIKEOUT ("The Company") REPLACED
WITH ("Cross Genetic") is hereby registering the resale by shareholders of
11,008,000 shares of its common stock that have been issued and are outstanding
to date.

These shares of common stock are being offered by Cross Genetic's parent
company and fifty-seven individual or corporate shareholders. We issued shares
to the parent company in exchange for the payment of start-up expenses. We
issued the shares to the other corporate and individual shareholders in an
exempt private placement that ended on June 30, 2001.

The selling shareholders may sell the shares covered by this Prospectus in
ordinary brokerage transactions, in negotiated transactions or otherwise, at
prevailing market prices at the time of sale or at negotiated prices, and may
engage a broker or a dealer to sell the shares. This offering will close 90
days after the registration statement is declared effective by the Securities
and Exchange Commission ("SEC"). For additional information, you should refer
to the Plan of Distribution section of this Prospectus. Any or all of the
selling shareholders may be deemed to be underwriters within the meaning of the
Securities Act in connection with the sale of its shares. We will not receive
any proceeds from the sale of the shares, but will bear the costs relating to
the registration of the shares.

STRIKEOUT Company's development of its software, and for working
capital and other general corporate purposes. Investors who purchase shares of
this offering should only do so for long term investment purposes and must bear
the risk of loss from this investment. REPLACED WITH There is no public market
for our common stock and we can give no assurance that a market will
develop.

THIS PROSPECTUS IS DATED SEPTEMBER 27, 2001

===============================================
|| | |Proceeds ||
|| |Offering |to ||
|| |Price |Cross Genetic||

-----------------------------------------------
||Per Share |$0.05 |$0.00 ||
||Total |$550,400 |$0.00 ||
===============================================

STRIKEOUT (1) The Shares are being offered on a best efforts basis.
For more information regarding the costs and expenses
associated with this offering, see the "Plan of
Distribution."
(2) Before deducting estimated offering expenses, payable to
the Company.
REPLACED WITH These securities are speculative and investing in these
securities common stock involves a high degree of risk. You should consider
carefully the risk factors beginning on Page 2.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of the prospectus. Any representation to the contrary is
a criminal offense.

Table of Contents

Prospectus Summary. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
No operating history or experience. . . . . . . . . . . . . . . . . .2
May not successfully compete. . . . . . . . . . . . . . . . . . . . .2
Have no technology. . . . . . . . . . . . . . . . . . . . . . . . . .3
No agreements with partners. . . . . . . . . . . . . . . . . . . . . 3
Limited financial resources. . . . . . . . . . . . . . . . . . . . . 3
No qualified employees. . . . . . . . . . . . . . . . . . . . . . . .3
"Penny stock" risk. . . . . . . . . . . . . . . . . . . . . . . . . .4
Determination of offering price. . . . . . . . . . . . . . . . . . . . . .4
Plan of Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Directors, Officers, and Key Personnel of the Company. . . . . . . . . . .5
Security Ownership of Certain Beneficial Owners. . . . . . . . . . . . . .5
Security Ownership of Management. . . . . . . . . . . . . . . . . . . . . 6
Description of Securities. . . . . . . . . . . . . . . . . . . . . . . . .6
Disclosure of Commission Position on Indemnification
for Securities Act Liabilities. . . . . . . . . . . . . . . . . . . . . . 6
Description of Business. . . . . . . . . . . . . . . . . . . . . . . . . .7
Industry. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Competition. . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
Current Status of the Company. . . . . . . . . . . . . . . . . . . .9
Plan of Operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Description of Property. . . . . . . . . . . . . . . . . . . . . . . . . .12
Certain Relations and Related Transactions. . . . . . . . . . . . . . . . 12
Market for Common Equity and Related Stockholder Matters. . . . . . . . . 12
Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . 12
Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Changes in and Disagreements with Accountants on Accounting
and Financial Disclosures. . . . . . . . . . . . . . . . . . . . . . . . .25
Dividend Policy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25
Item 24 -- Indemnification of Directors and Officers. . . . . . . . . . . 25
Item 25 -- Other expenses of issuance and distribution. . . . . . . . . . 26
Item 26 -- Recent sales of unregistered securities . . . . . . . . . . . .26
Item 27 -- Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . . .26
Item 28 -- Undertakings. . . . . . . . . . . . . . . . . . . . . . . . . .26
Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

STRIKEOUT PROSPECTUS SUMMARY REPLACED WITH Prospectus Summary

The following is summary financial information of Cross Genetic Technologies
and summary information for the proposed offering.

Cross Genetic Technologies, Inc.
--------------------------------
As of May 31, 2001 balance sheet

Assets $150,821
Liabilities $ 500
Total Stockholder's Equity $150,321

The offering being registered by Cross Genetic consists of the resale of
its stock by its current shareholders. Our fifty-eight current shareholders
purchased their shares in exempt private placement transactions. All of the
proceeds of this offering will go directly to the selling shareholders and
Cross Genetic will not receive any funds as a consequence of this offering.

Offering
--------

===========================================================
|| | |Proceeds ||
|| |Offering to |to ||
|| |Price |Cross Genetic ||

-----------------------------------------------------------
||Per Share |$0.05 |$0.00 ||
||Total |$550,400 |$0.00 ||
-----------------------------------------------------------

Cross Genetic currently has $150,400 in funds that it raised from an
offering of its common stock in a private placement that commenced on February
26, 2001 and terminated on June 30, 2001. STRIKEOUT The Company REPLACED WITH
The expenses involved in the offering and this registration are approximately
$25,737.60 and are set forth below in the table.

Expenses of Offering
--------------------

Registration Fee $ 137.60
Estimated Printing Expenses $ 600.00
Estimated Legal Fees and Expenses $20,000.00
Estimated Accounting Fees and Expenses $ 2,500.00
Estimated Blue Sky Fees and Expenses $ 0.00
Estimated Transfer Agent Fees and Expenses $ 1,500.00
Estimated Misc. $ 1,000.00
Total $25,737.60

STRIKEOUT THE COMPANY
REPLACED WITH Cross Genetic Technologies, Inc

Cross Genetic Technologies, Inc. STRIKEOUT ('The Company") REPLACED WITH
("Cross Genetic") is a developmental stage biotechnology software company with
its headquarters located in Reston, Virginia. Our principal office is located
at 11921 Freedom Drive, Suite 550, Reston, Virginia 20190 and its telephone
number is (703) 925-5912. We currently have assets of $150,400 representing
the funds raised from our private placement offering. Cross Genetic raised
$150,400 in an exempt private placement offering, where it offered 3,008,000
shares at a price of $0.05/share. Fifty-seven investors purchased shares in
the fully subscribed offering. STRIKEOUT The Company REPLACED WITH We intend
to develop software and other computer products incorporating recent genomic
discoveries to assist medical researchers in identifying gene targets for the
development of novel
1

therapeutic, vaccine and diagnostic products. Cross Genetic intends to file
for a listing on the OTC bulletin board.

STRIKEOUT RISK FACTORS REPLACED WITH Risk Factors

Except for historical information, the information in this prospectus
contains forward-looking statements about our expected future business and
performance. These forward-looking statements are not historical facts but
rather are based on current expectations, estimates and projections about our
industry, our beliefs, and our assumptions. Words such as "anticipates,"
"expects," "intends," "plans," "believes," "seek," and "estimates," and
variations of these words and similar expressions are intended to identify
forward-looking statements. These statements are not guarantees of future
performance and are subject to risks, uncertainties and other factors, some of
which are beyond our control, are difficult to predict and could cause actual
results to differ materially from those express, implied or forecasted in the
forward-looking statements. In addition, the forward-looking events discussed
in this prospectus might not occur. These risks and uncertainties include,
among others, those described in "Risk Factors" and elsewhere in this
prospectus. Readers are cautioned not to place undue reliance on these forward
looking statements, which reflect our management's view only as of the date of
this prospectus.

The securities offered hereby are speculative in nature and involve a high
degree of risk. You should not purchase these shares if you cannot afford the
loss of your entire investment. In addition to the other information contained
in this prospectus, prospective investors should consider carefully the
following risk factors in evaluating Cross Genetic, our business prospects and
an investment in our shares of common stock.

Because Cross Genetic has no STRIKEOUT Operating History. The
Company REPLACED WITH operating history or experience in the
biotechnology software industry, we cannot assure you that we will be
profitable.

Cross Genetic has no operating history by which investors can evaluate
its business and prospects. We were STRIKEOUT The Company incorporated in
February 2001. We plan to produce database software utilizing the raw data of
the human genome. This business model is new and unproven. Cross Genetic has
no experience in this industry and cannot assure investors that its business
will be profitable.

Because we are a small development stage company, we may not compete
successfully with larger pharmaceutical, biotechnology, and software
companies that may develop similar products.

Although Cross Genetic is unaware of any software products in
development similar to STRIKEOUT the Company's, the Company REPLACED WITH Cross
Genetic's, the company will face competition. This competition may come from
Other bio-software firms, or from potential client firms due to in-house
software development. These potential competitors of STRIKEOUT the Company
REPLACED WITH Cross Genetic include pharmaceutical and biotechnology companies
both in the United States and abroad. These competitors have more funding than
us. Universities and other non-profit research institutions and United States
and foreign government-sponsored entities are conducting significant research
to identify and sequence genes. Any of these organizations may realize the
value of a bio-software product and opt to develop it in-house instead of
outsourcing. STRIKEOUT The Company REPLACED WITH Cross Genetic expects
competition may increase in the foreseeable future, which may or may not impact
the profitability of the STRIKEOUT Company REPLACED WITH company Competitors
may be developing technologies or products that may be similar or superior to
ours. These competitors may have a better ability to market their products. The
products developed by others may render the software products which STRIKEOUT
the Company REPLACED WITH Cross Genetic develops obsolete or uneconomical or
result in products superior to ours. We cannot guarantee that our STRIKEOUT
the Company products will be preferred to any existing or newly developed
bio-software.
2

We currently have no technology and may not develop an effective
and commercial genomic database STRIKEOUT Technology. The Company's
REPLACED WITH technology.

Cross Genetic's strategy of developing software to manage
gene-sequencing data is unproven. Cross Genetic has not yet developed the
software and may never develop software that is effective and commercially
viable. There can be no assurance that STRIKEOUT the Company's REPLACED WITH
our approach to data-basing genomic data will assist clients in identifying
specific genes that cause or predispose individuals to the diseases that are
the targets of its gene discovery programs. If we are unable to develop a
viable product, we may be unable to generate revenue or stay in business. Even
if STRIKEOUT the Company REPLACED WITH Cross Genetic is successful in
developing a working database model to help identify specific human disease
genes or sequencing the genomes of pathogens, there can be no assurance that
these gene discoveries will lead to the development of commercial products.

We have no agreements with partners and may not be able to enter
any agreements or licensing arrangements STRIKEOUT Upon Collaborative
Partners. The Company's.

At the present time, Cross Genetic has no agreements with other
companies or organizations. Cross Genetic's strategy for development and
commercialization of genome data software depends on the formation of various
strategic collaborations and licensing arrangements with pharmaceutical and
biotechnology development partners. STRIKEOUT the Company REPLACED WITH We may
not be able to establish necessary strategic collaborations or licensing
arrangements, STRIKEOUT the Company REPLACED WITH such arrangements or licenses
may not be on terms favorable to STRIKEOUT the Company REPLACED WITH us and
future strategic collaborations or licensing arrangements may not ultimately be
successful. There can be no assurance that future collaborators will not
pursue alternative technologies, or develop alternative products either on
their own or in collaboration with others, including STRIKEOUT the Company's
REPLACED WITH Cross Genetic's competitors, as a means for developing similar
software.

Because we have limited STRIKEOUT Financial Resources and Need for
Additional Financing REPLACED WITH financial resources, we will likely
need additional financing within the next eighteen months.

If we are unable to raise sufficient capital, we will not be able to
sustain our operations. Other than the proceeds of our private placement
offering and possible future revenues from sale of STRIKEOUT the Company's
REPLACED WITH Cross Genetic's software, STRIKEOUT the Company REPLACED WITH we
do not, at this time and may not in the future, have any additional sources of
funds from which to pay the costs of our proposed operations. We do not expect
any revenue in the next year while we are developing our software products.
Although STRIKEOUT the Company REPLACED WITH we believe that the funds raised
in our private placement offering will be sufficient for the next eighteen
months, the conduct of the STRIKEOUT Company's REPLACED WITH company's business
will require additional funds. STRIKEOUT The Company REPLACED WITH Cross
Genetic expects capital and operating expenditures to increase over the next
several years as it increases its research and development activities.
STRIKEOUT The Company REPLACED WITH We may seek additional funds through public
or private equity or debt offerings or additional strategic collaborations and
licensing arrangements. We cannot assure you that capital from private and
public offerings will be available or, if available, can be obtained on terms
advantageous to STRIKEOUT The Company. If the Company REPLACED WITH Cross
Genetic.

Until we hire qualified employees, we may be unable to achieve our
business goals. STRIKEOUT Key Personnel. The Company

Cross Genetic has one employee, and he has no experience in creating
bio- technology software. Until we locate, select and hire an experienced
management team and technical employees we will be unable to achieve our
business goals. We need a senior management and key scientific and technical
personnel, none of who are currently identified. STRIKEOUT The Company's
REPLACED WITH Our inability STRIKEOUT the Company REPLACED WITH to successfully
hire, train and retain an experienced management team and technical personnel
could prevent us from establishing a profitable company.
3

Because Cross Genetic's stock is a "penny stock," investors will be
exposed to the risk of illiquidity.

Cross Genetic's stock will fall under the definition of a "penny stock"
and thus trading the stock can be more difficult than trading other securities.
Investors may be unable to actively trade their shares of Cross Genetic or to
recover their investment in the company. A "penny stock" is any stock that
trades at a price below $5 that is not on a national exchange. Broker-dealers
are required to provide their customers with disclosure documents prior to
allowing them to participate in transactions involving "penny stocks." These
disclosure requirements are burdensome to broker-dealers and may discourage
them from allowing their customers to participate in transactions involving our
common stock.

Determination of Offering Price

Prior to this offering, there has been no market for our securities.
Accordingly, the offering price for the shares was determined solely by
Genetic. Among the factors considered in determining the offering price were
our current financial condition, our future prospectus, our management's
background, and the general condition of the equity securities market.

STRIKEOUT PLAN OF DISTRIBUTION REPLACED WITH Plan of Distribution

The shares of common stock are being offered by the selling shareholders,
and we will not receive any proceeds from the offering. Cross Genetic knows of
no existing arrangements between the selling shareholders and any other
shareholders, broker, dealer, underwriter or agent relating to the sale or
distribution of the shares of common stock. Once the offering of the shares is
declared effective by the SEC, Cross Genetic intends to obtain a market maker
for the shares and file for a listing on the OTC Bulletin Board. Once the
stock is listed, the shareholders will be able to resell their shares in the
market in normal brokerage transactions. Cross Genetic knows of no existing
arrangements between the selling shareholders and any other shareholders,
broker, dealer, underwriter or agent relating to the sale or distribution of
the shares of common stock.

The selling shareholders and other persons participating in the sale or
distribution of the common stock will be subject to applicable provisions of
the Exchange Act and rules and regulations which may limit the timing of
purchases and sales of any of the common stock by the selling shareholders or
any other such persons. This may affect the marketability of the common stock.
We will pay substantially all of the expenses incidental to the registration,
offering and sale of the common stock to the public, other than any commissions
or discounts of underwriters, broker-dealers or agents.

Since Cross Genetic's stock will fall under the definition of a "penny
stock," we have the obligation to disclose the following:

Brokers and dealers who effect transactions in Cross Genetic stock with or
for the account of a customer are obligated to first disclose to that customer
several items. They must disclose the inside bid quotation, the inside offer
quotation for the stock, the aggregate amount of any compensation received by
such broker or dealer in connection with the transaction, the aggregate amount
of cash compensation that any associated person of the broker or dealer has
received or will receive from any source in connection with the transaction.
Additionally, brokers and dealers who effect a sale of a penny stock on the
last trading day of the month must give customers a written statement with
respect to each month in which the security is held for the customer's account,
within ten days following the end of the month. Because these obligations are
4

burdensome on brokers and dealers, many of them may be reluctant to participate
in transactions involving Cross Genetic stock.

STRIKEOUT LEGAL PROCEEDINGS REPLACED WITH Legal Proceedings

STRIKEOUT The Company REPLACED WITH Cross Genetic is not a party to any
legal proceedings. STRIKEOUT The Company REPLACED WITH Cross Genetic is
not aware of any legal proceedings involving any director, director nominee,
promoter or control person including criminal convictions, pending criminal
matters, pending or concluded administrative or civil proceedings limiting
one's participation in the securities or banking industries, or findings of
securities or commodities law violations.

STRIKEOUT DIRECTORS, OFFICERS AND KEY PERSONNEL
REPLACED WITH Directors, Officers and Key Personnel
STRIKEOUT OF THE COMPANY REPLACED WITH Of the Company

Officers and Directors
----------------------

STRIKEOUT The Company's REPLACED WITH Cross Genetic's executive
officers and directors are as follows:

Name Age Position Director Since

Lino Novielli 37 Director, President and February 2001
Chief Executive Officer

Each director serves for a term of one year and is elected at the
annual meeting of shareholders. STRIKEOUT The Company's REPLACED WITH Cross
Genetic's officers are appointed by the Board of Directors and hold office at
the discretion of the Board.

Lino Novielli. Mr. Novielli has been an investment consultant for over 12
years. He received a Bachelor of Science in economics from York University in
Toronto in 1987. From October 1993 through July 2000, Mr. Novielli was an
account executive at Gordon-Daly Grenadier Securities, a Toronto-based
brokerage firm. His duties involved counseling clients in their investments
and facilitating trades on their behalf. While at Gordon-Daly, Mr. Novielli was
involved in the investment process of financing set-up, corporate organization,
market research, corporate analysis, marketing, management, and sales
negotiations. From August 2000 to the present, Mr. Novielli has acted as
founder and CEO of Cross Genetic. This new venture is involved in the
development and marketing of computer software for the biotechnology industry.
Mr. Novielli is a member of The Canadian Securities Institute of Canada.

STRIKEOUT SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT REPLACED WITH Security
Ownership of Certain Beneficial Owner s

The following table sets forth certain information as of September 19,
2001, regarding the ownership of STRIKEOUT Common Stock REPLACED WITH common
stock by each person known by STRIKEOUT the Company REPLACED WITH Cross Genetic
to be the beneficial owner of more than five percent of STRIKEOUT The Company's
REPLACED WITH Cross Genetic's outstanding STRIKEOUT Common Stock REPLACED WITH
common stock.

Title Name and Address of Amount and Percentage
of Class Beneficial Owner Nature of of Class
Beneficial Owner
----------------------------------------------------------------------------------------------------------------------------

Voting Lino Novielli 8,000,000 73%
Common 701 North Green Valley Parkway, Suite 200
Henderson, NV 89014
5

Voting Paul Thomson 1,000,000 9%
Common Bank of America Tower, Suite 1340
12 Harcourt Road
Central Hong Kong

Voting Dan Peterson 1,000,000 9%
Common 121A, Des Voues Road
Hong Kong

Voting Ken Roam 1,000,000 9%
Common 12 Harcourt Road, Suite 2403
Hong Kong

Cross Genetic is not aware of any relationship or affiliations between the
shareholders listed above. These shareholders own their shares through nominee
companies.

Security Ownership of Management

The following table sets forth the ownership of common stock by Cross
Genetic's management:

Voting Lino Novielli, President, Director 8,000,000 73%
Common 701 North Green Valley Parkway, Suite 200
Henderson, NV 89014

Voting All officers and directors 8,000,000 73%
Common

STRIKEOUT DESCRIPTION OF SECURITIES
REPLACED WITH Description of Securities

STRIKEOUT The Company REPLACED WITH Cross Genetic is authorized to issue
50,000,000 shares of STRIKEOUT Common Stock REPLACED WITH common stock with
no par value. The holders of STRIKEOUT Common Stock REPLACED WITH common stock
are entitled to one vote per share on all matters to be voted on by the
shareholders and to receive ratably dividends when and as declared by the Board
of Directors from funds legally available therefor. The company anticipates
that any earnings will be retained for use in its business for the foreseeable
future. In the event of a liquidation, dissolution or winding up of the
STRIKEOUT Company, REPLACED WITH company, holders of STRIKEOUT Common Stock
REPLACED WITH common stock are entitled to share ratably in all assets
available for distribution to stockholders after payment of all liabilities.
There are no preemptive, subscription, redemption or conversion rights relating
to the STRIKEOUT Common Stock REPLACED WITH common stock. All outstanding
shares of STRIKEOUT Common Stock REPLACED WITH common stock are, and the shares
sold by STRIKEOUT the Company REPLACED WITH Cross Genetic in this offering will
be, upon issuance and payment therefor, fully paid and non-assessable. The
holders of STRIKEOUT Common Stock REPLACED WITH common stock do not have
cumulative voting rights, which means that the holders of more than one half
of the outstanding shares can elect all of the directors.

Cross Genetic is not currently required to deliver an annual report to
security holders because it is not a reporting company. Once the registration
statement is declared effective by the Securities and Exchange Commission
("SEC") and becomes a reporting company, Cross Genetic will send an annual
report including audited financial statements to its shareholders. The SEC
maintains
6

an Internet site that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with the SEC.
The public can access that site at http://www.sec.gov, and review any documents
that Cross Genetic does file with the SEC.

STRIKEOUT DESCRIPTION OF BUSINESS REPLACED WITH
Disclosure of Commission Position on Indemnification
for Securities Act Liabilities

Cross Genetic may indemnify a person who is a party to an action, except
an action by or in the right of the company, by reason of the fact that he is
or was a director, officer, employee or agent of Cross Genetic, or was serving
at our request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. Such
indemnification covers expenses, judgments, fines and settlement payments
incurred by the indemnified person in connection with an action if the person
acted in good faith and in a manner believed to be in the best interest of
Cross Genetic and had no reasonable cause to believe the conduct was unlawful.
Cross Genetic may indemnify a person who was a party to an action in the right
of the company to procure a judgment in its favor by reason of the fact that
the person was a director, officer, employee or agent of Cross Genetic, or was
serving at our request as a director, officer, employee or agent of another
enterprise against the aforementioned expenses and cost if the person acted in
good faith and in manner the person reasonably believed to be in the best
interest of Cross Genetic. However, Cross Genetic cannot indemnify a person
where the person has been adjudged by an appropriate court to be liable to us
unless the court determines that in view of all the circumstances, the person
is fairly and reasonably entitled to indemnity as the court deems proper. To
the extent one of our directors, officers, employees or agents is successfully
on the merits of any of the aforementioned actions, we must indemnify them
against expenses incurred in connection with their defense.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
Persons of the small business issuer pursuant to the foregoing provisions or
otherwise, the small business issuer has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore unenforceable.

Description of Business

Cross Genetic Technologies was incorporated on February 5, 2001, in the
Commonwealth of Virginia. STRIKEOUT The Company's REPLACED WITH Its objective
is to be a leading developer of bio-software utilizing genetic technology.
Through future identification of and collaboration with strategic partners,
STRIKEOUT the Company REPLACED WITH Cross Genetic intends to develop software
and other computer products incorporating recent genomic discoveries to aid in
the research and development of therapeutic products for the treatment of
diseases including cancer and cancer-related disorders. Our business will
consist solely of developing and marketing computer software. This software
will aid our clients in their research for new disease treatments.

Cross Genetic intends to develop a computer program which will serve as a
database for the human genome. This database is like a generic computer
database and can be created using existing software languages with minor
modifications. Cross Genetic's product will differ, however, from the average
database application due to the complexity and sheer volume of data to manage
within the database. Our computer program will allow users to effectively
manage and search through enormous amounts of data in order to analyze the
human genome.

At the onset, Cross Genetic plans to directly market its computer software
and promote it through trade shows, marketing events, and limited advertising
in trade journals and publications. Eventually we expect that our future
licensees and strategic partners will assist in our marketing efforts. We hope
to develop and maintain a large number of biotechnology companies and
researchers as customers. However, Cross Genetic may depend on a few major
customers until our
7

software product is fully developed and sufficiently marketed. Cross Genetic
is not aware of any government approvals required for the development and/or
marketing of its software products. Nor are we aware of any governmental
regulations which would effect our business.

Industry
--------

The gene research industry undertakes to map the genetic code of humans in
order to better understand and treat disease. The public sector initiative
began in 1990 as the Human Genome Project, funded by the federal government and
primarily utilized facilities of government and educational institutions. The
private sector, identifying the vast potential of gene research in the
development of new drugs, has also committed resources to this research.
Private companies race to discover potentially valuable proprietary treatments
before their competitors. Cross Genetic will market its software to these
companies, who will have a need for fast and efficient software to collect and
analyze the results of their research.

A working draft of the entire human genome sequence was announced in June
2000, with analyses published in February 2001. Efforts are currently underway
to complete the finished, high-quality sequence with expected completion on or
before 2003. With the draft data, researchers are already attempting to derive
meaningful knowledge from the DNA sequences to further understand human
biology. Creating new drugs, therapies and other treatments will define
biological research through the coming decades. As portions of the final
sequences are made public, Cross Genetic will issue software updates to ensure
clients have the highest quality data available.

Data generated by the Human Genome Project has been deposited into
GenBank, a public database freely accessible by anyone with a connection to the
Internet. The human genome data are also available on numerous other websites
worldwide as well as in scientific periodicals. Human genetic codes are in the
public domain to promote research worldwide for the common good. Since 1980,
the United States has granted patents for fragments of DNA. It has yet to be
determined whether users of larger DNA fragments containing patented material
will require licenses for use. These issues impact a relatively tiny fraction
of genetic research and often apply to artificially engineered bacteria genes
which do not occur in nature. Cross Genetic will conform to industry practices
on the use of genetic data, and will obtain legal advice on patenting and
licensing issues as the need arises. Clients who purchase software licenses
from Cross Genetic will be paying for the use of the proprietary database tool,
not the underlying data.

The Company's The Company applies its bioinformatics capabilities,
including the use of computers and proprietary software, to process, store and
analyze the sequencing and positional cloning data generated by its gene
discovery programs. REPLACED WITH We intend to apply our bioinformatics
capabilities, including computers and proprietary software, to process, store
and analyze the DNA data generated by our gene discovery STRIKEOUT These
capabilities permit research users to integrate and analyze genetic information
from public genomic databases.
STRIKEOUT The Company will use its bioinformatics systems to help clients
manage the production and interpretation of multiplex sequence data compare and
screen these data against public and proprietary sequence databases. The
Company will continually refine its bioinformatics systems, focusing on four
areas: upgrading and standardizing its bioinformatics hardware and software,
developing enhanced data management systems, expanding its software engineering
capabilities, and expanding its resources in computational molecular biology.
These enhancements are expected to result in more effective data management by
allowing for higher throughput sequencing, providing for smooth integration of
laboratory automation, supporting more rapid analyses and comparison of genomic
data and facilitating the identification of gene targets for the development of
therapeutic, vaccine and diagnostic products. As part of its enhancement of
its bioinformatics capabilities, the Company will place a significant portion
of financial and human resources towards this activity.

STRIKEOUT The Company plans to build on its experience and knowledge in
positional cloning and its proprietary multiplex genotyping and multiplex
sequencing technologies and bioinformatics capabilities by obtaining exclusive
rights to collections of DNA samples from relevant family resources in order
to map, identify and characterize genes responsible for selected human
diseases. The Company is seeking collaborations with clinical and academic
researchers to obtain these rights. The Company believes that access to these
resources will bolster its existing human gene discovery programs and enable it
to initiate additional programs directed at human genes associated with
significant diseases.

STRIKEOUT The Company plans to seek strategic collaborations with
pharmaceutical and biotechnology companies for the development and
commercialization of products on the Company's computer software development.
The Company generally expects to exclusively license to its partners all rights
to therapeutic products and vaccines developed based on the particular genetic
database licensed by the Company. In exchange, the Company expects to receive
a combination of up front license fees, research funding, milestone payments
and royalty payments on product sales.

STRIKEOUT In addition to its strategic collaborations with pharmaceutical
and biotechnology companies, the Company will actively seek to participate in
government sponsored genomics technology research programs. The Company
believes that these grants and contracts from the United States government will
add to the Company's genomics technology and enable the Company to increase the
number and enhance the experience of its scientific personnel.

STRIKEOUT DESCRIPTION OF PROPERTY
The Company does not own any real property nor lease any property. The Company
is currently searching for office space in the Northern Virginia area.
STRIKEOUT CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS REPLACED WITH
programs. These capabilities will permit research users to integrate and
analyze genetic information from public genomic databases. "Public Genomic
Databases" denotes the openly shared genetic information on the human genome
created by the Human Genome Initiative. The Human Genome Initiative is a
worldwide research effort to analyze the structure of human DNA and determine
the location and sequence of the estimated 100,000 human genets. Two prominent
sources of the Initiative's findings are the Genome Database at Johns Hopkins
University in Baltimore, Maryland established in 1990 and the Bioinformatics
Supercomputing Centre formed in the spring of 1999 at the Hospital for Sick
Children in Toronto, Canada. Both databases can be accessed for free via the
internet.

The human genome is made up of DNA, which has four different chemical
building blocks called nucleotides. These are called bases and are abbreviated
as A (adenine), G (guanine), C (cytosine), and T (thymine). In the human
genome, about 3 billion bases are arranged along the chromosomes in a
particular order. One million bases of the DNA sequence data is roughly
equivalent to 1 megabyte of computer data storage space. Since the human
genome is 3 billion base
8

pairs long, 3 gigabytes of computer data storage space is needed to store the
entire genome. In addition to this nucleotide sequence data, storage is also
required for annotation by researchers. This presents a challenge to organize
these large volumes of information in an efficient and useable way. Cross
Genetic's database will be designed to maximize the speed and ease of
searching, manipulating and annotating genetic data for research purposes.

"Bioinformatics" is the use of computer databases to organize and
analyze biological data. STRIKEOUT The Company's REPLACED WITH Cross Genetic's
goal is for its software to assist researchers in deriving useful medical
discoveries from the identification and characterization of genes. STRIKEOUT
The Company's REPLACED WITH Cross Genetic's commercial gene software strategy
will apply technology and bioinformatics capabilities in two principal areas,
the discovery and characterization of (1) genes of infectious organisms
("pathogens") that are responsible for many serious diseases and (2) human
disease genes. STRIKEOUT The Company REPLACED WITH Cross Genetic believes that
genomic discoveries may lead to the development of novel therapeutics, vaccines
and diagnostic products by it and its strategic partners.

Competition
-----------

The biotechnology industry is subject to intense competition. Cross
Genetic's competitors in the United States and internationally are numerous and
include pharmaceutical and biotechnology companies, universities and other
research institutions, the United States-funded Human Genome Project and other
government-sponsored entities. Additionally, other companies, including large
biotechnology companies, have likely begun developing their own database
software in-house. Potential competitors may be able to develop technologies
that are as effective as, or more effective or easier to use than those Cross
Genetic will offer. Competitors' products could render our future products
noncompetitive or obsolete. Moreover, many of Cross Genetic's potential
competitors have substantially greater financial, marketing, sales,
distribution and technological resources than us. Such existing and potential
competitors may also enjoy substantial advantages in terms of research and
development expertise, manufacturing efficiency, name recognition, sales and
marketing expertise and distribution channels. We may be unable to compete
successfully against current or future competitors.

Cross Genetic believes that its ability to compete is dependent, in part,
upon its ability to create and maintain advanced technology, the speed with
which it can develop and update its software and its ability to attract and
retain qualified personnel. To effectively compete, Cross Genetic will also
need to seek patent protection for its software products and secure sufficient
capital resources for the expected eighteen-month time period between
technological conception and commercial sales of the software.

Current Status of the Company
-----------------------------

STRIKEOUT The Company REPLACED WITH Cross Genetic is currently in its
development stage. Upon receiving adequate financing, STRIKEOUT the Company
REPLACED WITH we plan to initiate an in-house research and development
facility. STRIKEOUT The Company REPLACED WITH We will assemble a scientific
staff with a variety of complementary skills in a broad base of advanced
research technologies, including oncology, immunology, cell biology and protein
and synthetic chemistry. STRIKEOUT The Company REPLACED WITH Cross Genetic
will also recruit a staff of technical and professional employees to carry out
the manufacturing of beta trial software. Currently, we have no employees.

After Cross Genetic brings its products to market, the Company will seek
to form strategic partnerships. We first need to develop a client base, from
which strategic partnerships can be cultivated. Then, established clients who
possess proprietary data or methodology will be approached to license these
assets to other research facilities through our software. Profits from the
sale of these licenses would be shared between Cross Genetic and the
contributing client. Cross Genetic's
9

customer base will consist primarily of medical researchers at pharmaceutical
and biotechnology companies throughout
the United States and abroad.

STRIKEOUT MANAGEMENT'S DISCUSSION AND ANALYSIS
Plan of Operations

This STRIKEOUT Prospectus REPLACED WITH prospectus contains forward
-looking representations that involve certain risks and uncertainties.
STRIKEOUT The Company's REPLACED WITH Cross Genetic's actual results could
differ materially from the results discussed in the forward-looking
representations.

STRIKEOUT The Company REPLACED WITH Cross Genetic is a development
stage company and will engage in the business of developing and marketing
computer software. We have not yet taken many affirmative steps to develop
our software. STRIKEOUT the Company will REPLACED WITH Cross Genetic plans
has secured office space and plans to obtain hardware, hire software
technicians, and begin researching and creating its software. We have $150,400
in funds received from the private placement offering which management believes
is sufficient for its current plan in the short term of eighteen months, but
expects that it may be necessary to raise additional funds after that time
period. We plan to use this money to finance the initial development of our
software, for working capital and other general corporate purposes. Cross
Genetic plans to finance its initial operations with a combination of equity
and debt financing and it will aggressively pursue any research grants and tax
incentives for which it may be eligible.

STRIKEOUT The Following information is qualified in its entirety by the
more detailed information appearing elsewhere in the prospectus. REPLACED WITH
In its first sixth months of operations, Cross Genetic plans to establish its
main office in Reston, Virginia and hire an office manager. We intend to
secure debt financing and submit applications for research grants from the
government. Additionally, during this time period, Cross Genetic will acquire
office furniture and equipment and hire a head research and development
employee. Cross Genetic will acquire computer equipment and software, engage a
technical support subcontractor and begin to develop a marketing campaign. We
will begin attending trade shows and markets in order to meet potential clients
and assess our competition.

During the first twelve months of operations, Cross Genetic intends to hire
four research and development employees and two general office staff. We will
create our database model and load raw genome data into the computer model.
Cross Genetic intends to refine the user interface for ease of use and test the
software with sample data. We expect to launch our marketing campaign and
exhibit our products at trade shows and other markets. Within eighteen months
after beginning operations, Cross Genetic will refine its software based on
numerous tests. We will perform prospective client trials and refine our
software based on these trials.

Our goal is to generate our first sales orders within eighteen months.
The steps to developing Cross Genetic's software are as follows: Initially, we
will hire a head research and development employee, acquire computer equipment
and software, engage a technical support subcontractor, and design a software
development plan based on the needs of clients that will be efficient, quick
and easy to use. During the next six months, Cross Genetic will hire four
research and development employees and several general office staff, create its
database model and load raw genome data into the computer model. We will also
refine the software user interface for ease of use and test the software with
sample data. For the ensuing six months, Cross Genetic will rigorously test
and refine its software and perform prospective client trials until its
software is ready for distribution.

Management expects that in order to successfully achieve the development
of its software after the first eighteen months, Cross Genetic will require an
additional $200,000 to $400,000 in funding. Cross Genetic will seek to obtain
these funds from future offerings, loans from commercial banks, grants from
government agencies, or some combination of these sources. We would use these
additional funds for refinement of our software and increased marketing of our
product. The development of a successful software product is conditional upon
the continued free availability of
10

raw genome data, computer software and hardware that can handle the large data
storage and processing capacities required, adequate data security and backup
to protect Cross Genetic from computer piracy, and key programming personnel
capable of developing new systems and modifying existing systems effectively.

Cross Genetic plans to continually refine its software to keep pace
with new technology and research methods. Once we have clients, we will foster
alliances with them and with other data suppliers for a potential data
licensing business. STRIKEOUT The Company and its collaborators are attempting
to develop REPLACED WITH We intend to collaborate with other companies and
organizations that will use its software to assist their research. Such
research may lead to development of new stronger antibiotics which may treat
diseases for which existing therapies are deficient. In the past decade, a
growing number of infections have been caused by pathogens that are becoming
resistant to an increasing number of currently available antibiotics.
STRIKEOUT The Company believes its software enhances REPLACED WITH Cross
Genetics believes that it will be able to create software that will streamline
gene research. With accelerating research, our clients will be more likely to
develop commercially viable drugs ahead of their competitors.

STRIKEOUT The Company's REPLACED WITH Cross Genetic's gene software
development strategy STRIKEOUT also involves REPLACED WITH will also involve
the identification and characterization of human genes that are responsible for
many serious diseases. STRIKEOUT The Company REPLACED WITH The identification
of specific human genes may provide important insights into the cause of
certain diseases and facilitate the development of highly specific therapeutic
and diagnostic products.

Our clients will use our software to organize and analyze gene research
data. The software will be able to manage and compare data produced in-house
by the client as well as data that is publicly available. Cross Genetic plans
to continually refine these bioinformatics systems, focusing on four areas:
upgrading and standardizing its bioinformatics hardware and software;
developing enhanced data management systems; expanding its software engineering
capabilities; and expanding its resources in computational molecular biology.
Cross Genetic expects that these enhancements may result in more effective data
management by providing for smooth integration of laboratory automation,
supporting more rapid analyses and comparison of genomic data and facilitating
the identification of gene targets for the development of therapeutic, vaccine
and diagnostic products. As part of its enhancement of its bioinformatics
capabilities, Cross Genetic will place a significant portion of financial and
human resources towards this activity.

As Cross Genetic develops functional software, there will be a
potential for us to enter into licensing agreements with companies that hold
rights to specific research data. Cross Genetic could offer this proprietary
data to clients with the software for an additional fee. Clients may find it
more attractive to purchase specific data rather than attempting to generate it
in-house. We are seeking collaborations with clinicians and academic
researchers to obtain these rights, and believe that access to these resources
will bolster our human gene discovery software programs and enable us to
initiate additional software programs that are directed at human genes
associated with significant diseases.

Cross Genetic plans to seek strategic collaborations with
pharmaceutical and biotechnology companies for the development and
commercialization of products based on Cross Genetic's computer software
development. The company generally expects to license all rights to
therapeutic products and vaccines developed based on the particular genetic
database licensed by Cross Genetic. In exchange, Cross Genetic expects to
receive a combination of up-front license fees, research funding, milestone
payments and royalty payments on product sales.

In addition to our strategy of forming collaborations with
pharmaceutical and biotechnology companies, we will actively seek to
participate in government sponsored genomics technology research programs.
Obtaining these grants and contracts from the United States government will add
to Cross Genetic's genomics technology and enable the company to increase the
number and enhance the expertise of its scientific personnel.
11

Cross Genetic's current business plan does not require additional
offerings for the company to be viable. If Cross Genetic is unsuccessful in
raising additional funding, operations could be scaled back to a limited
degree. Rent costs could be reduced by having employees work from home during
the development phase, and all equipment could be leased until cash flow allows
for their purchase. Management estimates that a shortfall of twenty percent
(20%) of the required cash could result in a slower development of Cross
Genetic's product, likely making us uncompetitive. Although we believe the
current funds are sufficient, it is possible that Cross Genetic may be unable
to continue operations if we are unable to raise additional funding to meet
growing expenses.

Description of Property

Cross Genetic does not currently own any real property. We lease office
space located at 11921 Freedom Drive, Suite 550, Reston, Virginia 20190. The
rent is approximately $1,300 per month.

Certain Relationships and Related Transactions

Family Relationships. There are no family relationships among directors,
executive officers or persons nominated or chosen by STRIKEOUT the Company
REPLACED WITH Cross Genetic to become officers or executive officers.

Mr. Lino Novielli is the sole promoter. Through his nominee company, UM Tean
Ltd., a Nevada corporation, he provided the initial capitalization of $20,000
to Cross Genetic in exchange for 8,000,000 shares at a price of $0.0025 per
share. UM Tean is the parent company of Cross Genetic and owns seventy three
percent (73%) of its common stock. Um Tean was formed on February 14, 2000
with the sole purpose of investing in and developing new ventures and has never
been engaged in the development of biotechnology software. Mr. Novielli is the
sole shareholder of Um Tean.

STRIKEOUT MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDERS MATTERS
REPLACED WITH Market for Common Equity and Related Stockholder Matters

There is currently no public trading market for STRIKEOUT the Company's stock.
The Company REPLACED WITH Cross Genetic's stock. There are no outstanding
options or warrants to purchase, or securities convertible into, common equity
of Cross Genetic. As of the date of this prospectus, there are fifty-eight
(58) holders of record of Cross Genetic's common stock. Cross Genetic has
never paid dividends on its common stock and plans to retain earnings for the
foreseeable future to fund STRIKEOUT the Company's REPLACED WITH its
operations.

STRIKEOUT EXECUTIVE COMPENSENTAION
REPLACED WITH Executive Compensations

The chart below sets forth the compensation of the key executives.

Long Term Compensation
----------------------------------------------------------------------------------------------------------------------------
Annual Compensation Awards Payouts
----------------------------------------------------------------------------------------------------------------------------
Name Year Salary Bonus Other Annual Restricted Securities & LTIP All
and Principal Compensation Stocks Underlying Payouts Other
Position Awards Options/ Sars Compensation
(#)
----------------------------------------------------------------------------------------------------------------------------

Lino Novielli
President and
Chief Executive
Officer 2001 $0 $0 $0 $0 $0 $0 $0

Retirement Plan
---------------

STRIKEOUT The Company REPLACED WITH Cross Genetic does not have a
retirement plan at present, but intends to implement one once the STRIKEOUT
Company REPLACED WITH company becomes profitable.

Employment Contracts, Termination of Employment,
------------------------------------------------
and Change in Control Agreements
--------------------------------
At present, STRIKEOUT the Company REPLACED WITH Cross Genetic has no
employment contract with any of its employees.

Compensation Committee Interlocks and Insider Participation
-----------------------------------------------------------

STRIKEOUT The Company REPLACED WITH Cross Genetic has no compensation
committee; rather, STRIKEOUT the Company's REPLACED WITH Cross Genetic's Board
of Directors performs the functions that would otherwise be performed by a
compensation committee.
13

STRIKEOUT FINACIAL STATEMENTS
REPLACED WITH Financial Statements

INDEPENDENT ACCOUNTANTS. The financial statements of STRIKEOUT The Company
-----------------------
REPLACED WITH Cross Genetic as of February 6, 2001, have been audited by Stokes
& Company, independent accountants, as set forth in their report, dated
February 6, 2001. Stokes & Company is located at 1275 K Street, N.W., Suite
1201, Washington, D.C. 20005, (202) 289-4700. For the two most recent fiscal
years or any later interim period the principal independent accountant has not
resigned (or declined to stand for reelection) or been dismissed.

The following financial statements for STRIKEOUT the Company REPLACED WITH
Cross Genetic are below as follows:

i. Cross Genetic Technologies, Inc. Audited Financial Statements,
February 6, 2001
ii. Cross Genetic Technologies, Inc. Compiled Financial Statements,
May 31, 2001

INDEPENDENT AUDITOR'S REPORT
Board of Directors and Stockholders
Cross Genetic Technologies, Inc.

We have audited the accompanying balance sheet of Cross Genetic Technologies,
Inc. (a development stage enterprise) as of February 6, 2001 and the related
statements of operations and retained deficit and cash flows for the period
from inception (February 5, 2001) to February 6, 2001. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with 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 our audits provide a reasonable basis for
our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Cross Genetic Technologies,
Inc. as of February 6, 2001, and the results of its operations and cash flows
for the initial period then ended, in conformity with generally accepted
accounting principles.

STOKES & COMPANY, P.C.

February 6, 2001
15

CROSS GENETIC TECHNOLOGIES, INC.
(A Development Stage Enterprise)
Balance Sheet
February 6, 2001

ASSETS $ -
===================

LIABILITIES -
-------------------

STOCKHOLDER'S EQUITY

Common stock, no par value; 50,000,000 shares authorized;
8,000,000 shares issued and outstanding (note C) $ 20,000

Deficit accumulated during development stage (note B) (20,000)
-------------------

Total stockholder's equity -
-------------------

Total liabilities and stockholder's equity $ -
===================

CROSS GENETIC TECHNOLOGIES, INC.
(A Development Stage Enterprise)
Statement of Operations and Retained Deficit
From Inception (February 5, 2001) to February 6, 2001

REVENUE $ -

Organization and start-up costs (note B) 20,000
-------------------

NET LOSS (20,000)

RETAINED EARNINGS at beginning of period -
-------------------

Deficit accumulated during development stage (note B) $ (20,000)
===================

CROSS GENETIC TECHNOLOGIES, INC.
(A Development Stage Enterprise)
Statement of Cash Flows
From Inception (February 5, 2001) to February 6, 2001

CASH FLOWS FROM OPERATING ACTIVITIES (note C) $ -
-------------------

CASH FLOWS FROM INVESTING ACTIVITIES -
-------------------

CASH FLOWS FROM FINANCING ACTIVITIES (note C) -
-------------------

NET INCREASE (DECREASE) IN CASH -

CASH at beginning of period -
-------------------

CASH at end of period $ -
-------------------

RECONCILIATION OF NET LOSS
TO NET CASH USED BY OPERATING ACTIVITIES
Net loss $ (20,000)
Issuance of Common Stock in lieu of cash (note C) 20,000
-------------------

NET CASH USED BY OPERATING ACTIVITIES $ -
===================

Cross Genetic Technologies, Inc.
(A Development Stage Enterprise)
Notes to Financial Statements
From Inception (February 5, 2001) to February 6, 2001

NOTE A - NATURE OF ORGANIZATION

Cross Genetic Technologies, Inc., "the Company," is a wholly owned subsidiary
of UM Tean, Ltd., and is organized and incorporated under the laws of the State
of Virginia. The Company is a development stage, biotechnology software
enterprise headquartered in Reston, Virginia. The Company intends to develop
software and other computer products incorporating recent genomic discoveries
to assist medical researchers in identifying gene targets for the development of
novel therapeutic, vaccine, and diagnostic products. Um Tean, Ltd. is a Nevada
corporation that was incorporated in 2000 solely as a holding company for
future biotechnology software ventures and has had no other activities or
operations to date.

NOTE B - ACCOUNTING METHOD FOR START-UP ACTIVITIES

In April 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-5 (Reporting on the Costs of Start-up Activities),
which requires that such costs, as broadly defined in SOP 98-5, be expensed
as incurred. The Statement is effective for years beginning after December 15,
1998. The Company has adopted SOP 98-5. At February 6, 2001, the Company had
$20,000 of organization and start-up costs which, accordingly, it has expensed.
The Company's fiscal year ends December 31, 2001.

NOTE C - ISSUANCE OF COMMON STOCK AS PAYMENT FOR COSTS OF FORMATION

On February 6, 2001, the Company issued 8,000,000 shares of Common Stock,
valued at $20,000, to its parent corporation as payment for its organization
and start-up costs.
19

Cross Genetic Technologies, Inc.
(A Development Stage Enterprise)
Financial Statements
From February 5, 2001 (Inception) to
May 31, 2001
20

CROSS GENETIC TECHNOLOGIES, INC.
(A Development Stage Enterprise)
Balance Sheet
May 31, 2001

ASSETS
Cash $ 421
Stock sale receivable (note D) 150,400
---------------

Total assets $ 150,821
===============

LIABILITIES
Officer's loan $ 500
---------------

STOCKHOLDERS' EQUITY

Common stock, no par value; 50,000,000 shares authorized;
11,008,000 shares issued and outstanding (notes C & D) 170,400

Deficit accumulated during development stage (note B) (20,079)
---------------

Total stockholders' equity 150,321
---------------

Total liabilities and stockholders' equity $ 150,821
===============

See accompanying notes to financial statements
21

CROSS GENETIC TECHNOLOGIES, INC.
(A Development Stage Enterprise)
Statement of Operations and Retained Deficit
From February 5, 2001 (Inception) to May 31, 2001

REVENUE $ -
-------------

EXPENSES
Organization and start-up costs (note B) 20,000
Check fees and bank service charges 79
-------------

20,079
-------------

NET LOSS (20,079)

RETAINED EARNINGS at beginning of period -
-------------

Deficit accumulated during development stage (note B) $ (20,079)
=============

See accompanying notes to financial statements
22

CROSS GENETIC TECHNOLOGIES, INC.
(A Development Stage Enterprise)
Statement of Cash Flows
From February 5, 2001 (Inception) to May 31, 2001

CASH FLOWS FROM OPERATING ACTIVITIES $ (79)
-------------

CASH FLOWS FROM INVESTING ACTIVITIES -
-------------

CASH FLOWS FROM FINANCING ACTIVITIES 500

NET INCREASE (DECREASE) IN CASH -

CASH at beginning of period -
-------------

CASH at end of period $ 421
=============

RECONCILIATION OF NET LOSS
TO NET CASH USED BY OPERATING ACTIVITIES

Net loss $ (20,079)
Issuance of Common Stock in lieu of cash (note C) 20,000
-------------

NET CASH USED BY OPERATING ACTIVITIES $ (79)
=============

See accompanying notes to financial statements
23

Cross Genetic Technologies, Inc.
(A Development Stage Enterprise)
Notes to Compiled Financial Statements
From February 5, 2001 (Inception) to May 31, 2001

NOTE A - NATURE OF ORGANIZATION

Cross Genetic Technologies, Inc., "the Company," is a wholly owned subsidiary
of UM Tean, Ltd., and is organized and incorporated under the laws of the State
of Virginia. The Company is a development stage, biotechnology software
enterprise headquartered in Reston, Virginia. The Company intends to develop
software and other computer products incorporating recent genomic discoveries
to assist medical researchers in identifying gene targets for the development
of novel therapeutic, vaccine, and diagnostic products. Um Tean, Ltd. is a
Nevada corporation that was incorporated in 2000 solely as a holding company
for future biotechnology software ventures and has had no other activities or
operations to date.

NOTE B - ACCOUNTING METHOD FOR START-UP ACTIVITIES

In April 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-5 (Reporting on the Costs of Start-up Activities),
which requires that such costs, as broadly defined in SOP 98-5, be expensed as
incurred. The Statement is effective for years beginning after December 15,
1998. The Company has adopted SOP 98-5. At May 31, 2001, the Company had
$20,000 of organization and start-up costs which, accordingly, it has expensed.
The Company's fiscal year ends December 31, 2001.

NOTE C - ISSUANCE OF COMMON STOCK AS PAYMENT FOR COSTS OF FORMATION

On February 6, 2001, the Company issued 8,000,000 shares of Common Stock,
valued at $20,000, to its parent corporation as payment for its organization
and start-up costs.

NOTE D - ISSUANCE OF COMMON STOCK IN PRIVATE PLACEMENT OFFERING

On February 26, 2001, the Company tendered a private placement offering of
3,008,000 shares of its common stock at $.05 per share. All subscribed funds
were held in escrow pending the close of the offer. The offer was fully
subscribed by the end of May 2001 and shares of stock were transferred to the
subscribers during May 2001. The escrowed funds were released to the company
on June 1 and June 4, 2001. Accordingly, the Company has recorded a receivable
of $150,400 pending the release of the escrowed funds.
24

STRIKEOUT CHANGES AND DISAGREENMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FIANCIAL DISCLOSURES
REPLACED WITH Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures

There have been no disagreements on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure.

Dividend Policy

Cross Genetic has not paid any dividends on its common stock, and it is not
anticipated that any dividends will be paid in the foreseeable future. The
Board of Directors intends to follow a policy of retaining earnings, if any, to
finance the growth of the company. The declaration and payment of dividends in
the future will be determined by the Board of Directors in light of conditions
then existing, including the company's earnings, financial condition, capital
requirements and other factors.

STRIKEOUT LEGAL MATTERS
REPLACED WITH Legal Matters

The validity of the STRIKEOUT Common Stock REPLACED WITH common stock being
registered hereby will be passed upon for STRIKEOUT the Company REPLACED WITH
Cross Genetic by the Law Firm of Larson-Jackson, P.C. 1500 K Street, NW, Suite
900, Washington, D.C. 20005, (202) 408-8180.

-------------------------------------------------------------------------------

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Officers.
Virginia's corporate statute, Va. Code Sec.13.1-601 (2001), contains
provisions regarding indemnification of officers, directors, employees, and
agents. Some of these provisions are discretionary and some are mandatory.
Where the person is acting within the scope of employment, the permissive
provisions allow the small business issuer to indemnify a person in an action
or proceeding except an action by right of the small business issuer. The
indemnification may cover reasonable expenses incurred in connection with the
proceeding if the person acted in good faith. Where the action is by right of
the small business issuer, the company may indemnify a person who acts in good
faith and within the scope of their employment as long as the person has not
been adjudged liable to the small business issuer unless the court or similar
body determines such indemnification is fair. The statute mandates
indemnification of a director, officer, employee or agent of the small business
issuer who has succeeded on the merits or otherwise in defense of a proceeding
in connection with a matter that falls within the indemnification provisions.
In its charter provisions, and bylaws, Cross Genetic has not specifically
provided for indemnification of its officers, directors, employees or agents,
nor has Cross Genetic entered into contracts or other arrangements that insure
or indemnify its controlling persons, directors or officers.
25

Item 25. Other expenses of issuance and distribution

The following table sets forth the expenses in connection with the issuance
and distribution of the securities offered hereby:

Item 26. Recent sales of unregistered securities.

The following provides information of all sales of outstanding stock which
were not registered under the Securities Act of 1933 during the last three
years.

On February 6, 2001, Cross Genetic issued 8,000,000 shares of common stock
to its parent company, Um Tean, in exchange for startup costs totaling
approximately $20,000. This transaction was exempt from registration under
Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act"), which
exempts transactions not involving a public offering. This was a private sale
that involved direct contact between the issuer and the offeree. There was no
general solicitation or advertising of the offering. Lino Novielli, our
president and a director is the beneficial owner of the shares.

STRIKEOUT The Company REPLACED WITH Cross Genetic sold 3,008,000
shares of its STRIKEOUT Common Stock REPLACED WITH common stock in a private
placement offering dated February 26, 2001 for a total of $150,400. The
offering was exempt under Regulation S which allows a company to offer and sell
its shares outside the United States without registering the transaction. All
fifty-seven purchasers in the offering live outside the United States. Cross
Genetic provided each investor with a prospectus. The shares were issued with
a limitation on resale stating that the shares could not be sold until a
registration statement had been filed and declared effective by the SEC. The
offering began on February 26, 2001 and concluded on June 30, 2001.

Item 27. Exhibits.

3.1 Articles of Incorporation
3.2 Bylaws
5 Opinion re: Legality
24.1 Consent of Independent Certified Public Accountants
24.2 Consent of Counsel

Item 28. Undertakings

The Registrant hereby undertakes to:

(1) File, during any period in which it offers or sells securities, a post-
effective amendment to this registration statement to: (i) Include any
prospectus required by section 10(a)(3) of the Securities Act; (ii) Reflect in
the prospectus any facts or events which, individually or together
represent a
26

fundamental change in the information in the registration statement; (iii)
Include any additional or changed material information on the plan of
distribution.

(2) For determining liability under the Securities Act, treat each post-
effective amendment as a new registration statement of the securities offered,
and the offering of the securities at that time to be the initial bona fide
offering.

(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Washington, District of Columbia on July 12, 2001.

CROSS GENETIC TECHNOLOGIES, INC.
By /s/ Lino Novielli

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President/ Chief Executive Officer/Chief Financial Officer

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities
and on the dates stated.

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