SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549



                                    FORM 8-K



                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



     Date of Report (Date of earliest event reported):          MAY 5, 2003



                                 HUMATECH, INC.
             (Exact name of registrant as specified in its charter)



            ILLINOIS                    O-28557              36-3559839
         (State or other              (Commission         (I.R.S. Employer
   jurisdiction of incorporation)     File Number)       Identification No.)


                            1718 FRY ROAD, SUITE 450
                              HOUSTON, TEXAS  77084
              (Address of principal executive offices)  (zip code)


                                 (281) 828-2500
              (Registrant's telephone number, including area code)


          (Former name or former address, if changed since last report.)


<PAGE>
ITEM  1.          CHANGES  IN  CONTROL  OF  REGISTRANT

     Not  applicable.

ITEM  2.          ACQUISITION  OR  DISPOSITION  OF  ASSETS

     Not  applicable.

ITEM  3.          BANKRUPTCY  OR  RECEIVERSHIP

     Not  applicable.

ITEM  4.          CHANGES  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT

     On  May  5,  2003,  S.W.  Hatfield,   CPA,   the   independent   accountant
previously engaged as the principal accountant to audit the financial statements
of  Humatech,  Inc., declined appointment as the Company's independent certified
public accounts, and resigned as auditors for the Company. As S.W. Hatfield, CPA
resigned,  the  decision  to change accountants was not approved by the Board of
Directors  of  the  Company  or  by  any  audit  or  similar  committee thereof.

     The  audit  report  of  S.W.  Hatfield,  CPA on the financial statements of
Humatech,  Inc.  as of April 30, 2002 and the related consolidated statements of
operations,  shareholders'  equity  and  cash  flows for each of the years ended
April 30, 2002 and 2001 (the "Audit Period") did not contain any adverse opinion
or  disclaimer of opinion, nor were they qualified or modified as to audit scope
or  accounting  principles,  except  the  reports  were  modified  to include an
explanatory  paragraph  wherein  they  expressed  substantial  doubt  about  the
Company's  ability to continue as a going concern.  During the Audit Period, and
the  period up to their resignation, there were no disagreements with the former
accountant  on  any  matter  of  accounting  principles  or practices, financial
statement  disclosure,  or  auditing scope or procedure, which disagreements, if
not  resolved to the satisfaction of the former accountant, would have caused it
to  make reference to the subject matter of the disagreements in connection with
its  report.

     In  its  resignation  letter,  S.W.  Hatfield,  CPA stated that, due to the
uncertainty  of  disclosures  made  to  them  concerning  various  related party
transactions,  their  audit reports for the Audit Period, as well as their audit
review  reports  for the periods ended January 31, 2000 through January 31, 2003
may  not  present  fairly  and accurately the financial condition and results of
operations  for  the  Company  for  those  respective periods in accordance with
generally  accepted  accounting  principles applied on a consistent basis or the
Rules  and  Regulations  of  the  U.S.  Securities  and  Exchange  Commission.

     Humatech,  Inc.  has  provided  a  copy  of  this  disclosure to its former
accountants,  and  requested  that  the  former  accountants furnish them with a
letter  addressed to the Securities and Exchange Commission stating whether they
agree  with  the  statements  made  by  the Registrant, and, if not, stating the
respects in which they do not agree.  A copy of the former accountants' response
is  included  as  an  exhibit  to  this  report.

                                        2
<PAGE>
     In  response  to  the  concerns  raised  by S.W. Hatfield, CPA, the Company
intends  to  seek  one  or  more  candidates to join the Board of Directors, and
intends  to  appoint  an  audit  committee  consisting  entirely  of independent
directors  to  address the issues raised by S.W. Hatfield, CPA, and to interview
and  engage  new  auditors.

ITEM  5.          OTHER  EVENTS

     Not  applicable.

ITEM  6.          RESIGNATIONS  OF  DIRECTORS  AND  EXECUTIVE  OFFICERS

     Not  applicable.

ITEM  7.          FINANCIAL  STATEMENTS

     Not  applicable.

ITEM  8.          CHANGE  IN  FISCAL  YEAR

     Not  applicable.

ITEM  9.          REGULATION  FD  DISCLOSURE

     The  following  Exhibits  are  filed  as  part  of  this  report:

EXHIBITS

ITEM  NO.          DESCRIPTION
---------          -----------

16.1          Letter  dated  May  5,  2003  from  S.W.  Hatfield,  CPA

16.2          Letter  dated  May  9,  2003  from  S.W.  Hatfield,  CPA



                                        3
<PAGE>
                                   SIGNATURES

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.

Dated:  May  9,  2003                         Humatech,  Inc.,
                                              an  Illinois  corporation


                                                      /s/ David G. Williams
                                              ----------------------------------
                                              By:     David  G.  Williams
                                              Its:    President

                                        4
<PAGE>
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{"company-data": {"conformed-name": "HUMATECH INC", "cik": "0001100976", "assigned-sic": "2870", "irs-number": "363559839", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-28557", "film-number": "03693329"}, "business-address": {"street1": "1718 FRY ROAD #450", "city": "HOUSTON", "state": "TX", "zip": "77084", "phone": "8007290898"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM 8-K

                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

     Date of Report (Date of earliest event reported):          MAY 5, 2003

                                 HUMATECH, INC.
             (Exact name of registrant as specified in its charter)

            ILLINOIS                    O-28557              36-3559839
         (State or other              (Commission         (I.R.S. Employer
   jurisdiction of incorporation)     File Number)       Identification No.)

                            1718 FRY ROAD, SUITE 450
                              HOUSTON, TEXAS  77084
              (Address of principal executive offices)  (zip code)

                                 (281) 828-2500
              (Registrant's telephone number, including area code)

          (Former name or former address, if changed since last report.)
ITEM  1.          CHANGES  IN  CONTROL  OF  REGISTRANT

     Not  applicable.

ITEM  2.          ACQUISITION  OR  DISPOSITION  OF  ASSETS

     Not  applicable.

ITEM  3.          BANKRUPTCY  OR  RECEIVERSHIP

     Not  applicable.

ITEM  4.          CHANGES  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT

     On  May  5,  2003,  S.W.  Hatfield,   CPA,   the   independent   accountant
previously engaged as the principal accountant to audit the financial statements
of  Humatech,  Inc., declined appointment as the Company's independent certified
public accounts, and resigned as auditors for the Company. As S.W. Hatfield, CPA
resigned,  the  decision  to change accountants was not approved by the Board of
Directors  of  the  Company  or  by  any  audit  or  similar  committee thereof.

     The  audit  report  of  S.W.  Hatfield,  CPA on the financial statements of
Humatech,  Inc.  as of April 30, 2002 and the related consolidated statements of
operations,  shareholders'  equity  and  cash  flows for each of the years ended
April 30, 2002 and 2001 (the "Audit Period") did not contain any adverse opinion
or  disclaimer of opinion, nor were they qualified or modified as to audit scope
or  accounting  principles,  except  the  reports  were  modified  to include an
explanatory  paragraph  wherein  they  expressed  substantial  doubt  about  the
Company's  ability to continue as a going concern.  During the Audit Period, and
the  period up to their resignation, there were no disagreements with the former
accountant  on  any  matter  of  accounting  principles  or practices, financial
statement  disclosure,  or  auditing scope or procedure, which disagreements, if
not  resolved to the satisfaction of the former accountant, would have caused it
to  make reference to the subject matter of the disagreements in connection with
its  report.

     In  its  resignation  letter,  S.W.  Hatfield,  CPA stated that, due to the
uncertainty  of  disclosures  made  to  them  concerning  various  related party
transactions,  their  audit reports for the Audit Period, as well as their audit
review  reports  for the periods ended January 31, 2000 through January 31, 2003
may  not  present  fairly  and accurately the financial condition and results of
operations  for  the  Company  for  those  respective periods in accordance with
generally  accepted  accounting  principles applied on a consistent basis or the
Rules  and  Regulations  of  the  U.S.  Securities  and  Exchange  Commission.

     Humatech,  Inc.  has  provided  a  copy  of  this  disclosure to its former
accountants,  and  requested  that  the  former  accountants furnish them with a
letter  addressed to the Securities and Exchange Commission stating whether they
agree  with  the  statements  made  by  the Registrant, and, if not, stating the
respects in which they do not agree.  A copy of the former accountants' response
is  included  as  an  exhibit  to  this  report.

                                        2
In  response  to  the  concerns  raised  by S.W. Hatfield, CPA, the Company
intends  to  seek  one  or  more  candidates to join the Board of Directors, and
intends  to  appoint  an  audit  committee  consisting  entirely  of independent
directors  to  address the issues raised by S.W. Hatfield, CPA, and to interview
and  engage  new  auditors.

ITEM  5.          OTHER  EVENTS

     Not  applicable.

ITEM  6.          RESIGNATIONS  OF  DIRECTORS  AND  EXECUTIVE  OFFICERS

     Not  applicable.

ITEM  7.          FINANCIAL  STATEMENTS

     Not  applicable.

ITEM  8.          CHANGE  IN  FISCAL  YEAR

     Not  applicable.

ITEM  9.          REGULATION  FD  DISCLOSURE

     The  following  Exhibits  are  filed  as  part  of  this  report:

EXHIBITS

ITEM  NO.          DESCRIPTION
---------          -----------

16.1          Letter  dated  May  5,  2003  from  S.W.  Hatfield,  CPA

16.2          Letter  dated  May  9,  2003  from  S.W.  Hatfield,  CPA

                                        3
SIGNATURES

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.

Dated:  May  9,  2003                         Humatech,  Inc.,
                                              an  Illinois  corporation

                                                      /s/ David G. Williams
                                              ----------------------------------
                                              By:     David  G.  Williams
                                              Its:    President

                                        4