<PAGE>
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A


(Mark One)
   X    Annual report under Section 13 or 15(d) of the Securities Exchange
------- Act of 1934. For the fiscal year ended September 30, 2002.

                                       OR

        Transition report under Section 13 or 15(d) of the Securities
------- Exchange Act of 1934 for the transition period from ______ to _____.

                      Commission File Number: 333-________

                           Auto-Q International, Inc.
                 ----------------------------------------------
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

                Delaware                                       98-0349160
     ------------------------------                          ------------
    (STATE OR OTHER JURISDICTION OF                           (IRS EMPLOYER
     INCORPORATION OR ORGANIZATION)                        IDENTIFICATION NO.)
     53-57 Woodcock Trading Estate
          Warminster BA12 9DX
             United Kingdom
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                       (ZIP CODE)

    Registrant's telephone number, including area code: (011) 44 198 521 1000

        Securities Registered Pursuant to Section 12(b) of the Act: None

        Securities Registered Pursuant to Section 12(g) of the Act: None

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X  No
                                                                      ---   ---

         Check if there is no disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]

         The issuer's revenues for its most recent fiscal year were $964,191.

         The aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of January 10, 2003, is $1,153,685.

         The number of shares of common stock outstanding as of January 27, 2003
was 39,518,212.

<PAGE>
                                     PART I

ITEM 7. FINANCIAL STATEMENTS

         The consolidated financial statements of Auto-Q International, Inc. and
its subsidiaries including the notes thereto, together with the report thereon
of Mahoney Cohen & Company, CPA, P.C. are presented beginning at page F-1.


                                      -2-


<PAGE>

                                                            FINANCIAL STATEMENTS

                                                      AUTO-Q INTERNATIONAL, INC.






                                                     SEPTEMBER 30, 2002 AND 2001


                                     (WITH INDEPENDENT AUDITORS' REPORT THEREON)



                                      -i-

<PAGE>
                           AUTO-Q INTERNATIONAL, INC.
                                 AND SUBSIDIARY


                                      INDEX


<TABLE>
<CAPTION>
                                                                            Page
                                                                           ----
<S>                                                                        <C>
Independent Auditor's Report                                                F-1

Consolidated Balance Sheet as of September 30, 2002                         F-2

Consolidated Statements of Operations and Comprehensive
    Loss for the Years Ended September 30, 2002 and 2001                    F-3

Consolidated Statements of Stockholders' Equity (Deficiency)
    for the Years Ended September 30, 2002 and 2001                         F-4

Consolidated Statements of Cash Flows for the Years Ended
    September 30, 2002 and 2001                                             F-5

Notes to Consolidated Financial Statements                                  F-7


</TABLE>

                                      -i-
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
Auto-Q International, Inc. and Subsidiary

                We have audited the accompanying consolidated balance sheet of
Auto-Q International, Inc. and Subsidiary as of September 30, 2002, and the
related consolidated statements of operations and comprehensive loss,
stockholders' equity (deficiency) and cash flows for the years ended September
30, 2002 and 2001. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

                We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

                In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial position of
Auto-Q International, Inc. and Subsidiary as of September 30, 2002 and the
results of their operations and their cash flows for the years ended September
30, 2002 and 2001, in conformity with accounting principles generally accepted
in the United States of America.

                The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going concern. As
discussed in Note 3 to the consolidated financial statements, the Company has
sustained net losses for the years ended September 30, 2002 and 2001 and has a
working capital and stockholders' deficiency at September 30, 2002 that raises
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 3 to
the accompanying consolidated financial statements. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.


/s/ Mahoney Cohen & Company, CPA, P.C.

New York, New York
December 13, 2002


                                      F-1
<PAGE>
                           AUTO-Q INTERNATIONAL, INC.
                                 AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2002


<TABLE>
<S>                                                                                               <C>
                                     ASSETS
Current assets:
    Accounts receivable, net of allowance for doubtful
       accounts of approximately $3,000                                                            $      136,944
    Inventory                                                                                             303,266
    Prepaid expenses and other current assets                                                              47,296
                                                                                                   --------------
              Total current assets                                                                        487,506

Property and equipment, net (Notes 4 and 7)                                                               150,839

Other assets:
    Goodwill, net                                                                                          16,863
    Software development, net                                                                             109,848
    Intangible assets (Note 5)                                                                            184,194
    Deposits                                                                                                1,205
                                                                                                   --------------
              Total other assets                                                                          312,110
                                                                                                   --------------

                                                                                                   $      950,455
                                                                                                   --------------


                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
    Note payable - bank (Note 6)                                                                   $      271,492
    Current portion of capital lease obligations (Note 7)                                                  35,089
    Accounts payable                                                                                      644,206
    Deferred revenue                                                                                       50,255
    Due to stockholders and directors (Note 8)                                                            874,484
    Accrued expenses and other current liabilities (Note 9)                                               706,994
                                                                                                   --------------
              Total current liabilities                                                                 2,582,520

Capital lease obligations (Note 7)                                                                         54,404

Commitments (Note 14)

Stockholders' deficiency:
    Preferred stock - $.001 par value:
       1,000,000 shares authorized, none issued and outstanding                                            -
    Common stock - $.001 par value:
       50,000,000 shares authorized; 9,353,540 shares issued
          and outstanding                                                                                   9,354
    Additional paid-in capital                                                                            383,156
    Accumulated deficit                                                                                (1,994,358)
    Accumulated other comprehensive loss                                                                  (84,621)
                                                                                                   --------------
              Total stockholders' deficiency                                                           (1,686,469)
                                                                                                   --------------

                                                                                                   $      950,455
                                                                                                   ==============

</TABLE>


                             See accompanying notes.

                                      F-2
<PAGE>

                           AUTO-Q INTERNATIONAL, INC.
                                 AND SUBSIDIARY
          Consolidated Statements of Operations and Comprehensive Loss
                 For the Years Ended September 30, 2002 and 2001

<TABLE>
<CAPTION>

                                                            2002           2001
                                                        -----------    -----------
<S>                                                     <C>            <C>
Revenue (Note 13):
    Sales of equipment                                  $   862,748    $   535,183
    Service income                                          101,443         82,336
                                                        -----------    -----------
                Total revenue                               964,191        617,519

Cost of goods sold                                          545,316        367,699
                                                        -----------    -----------

Gross profit                                                418,875        249,820

Selling, general and administrative expenses              1,362,717        669,251
Write-off of loans receivable (Note 12)                     474,062            -
                                                        -----------    -----------
                                                          1,836,779        669,251
                                                        -----------    -----------


Operating loss                                           (1,417,904)      (419,431)

Interest expense (Note 8)                                   107,378          3,060
                                                        -----------    -----------

Loss before provision for (benefit from) income taxes    (1,525,282)      (422,491)

Provision for (benefit from) income taxes (Note 10)          18,709        (31,742)
                                                        -----------    -----------

Net loss                                                 (1,543,991)      (390,749)


Other comprehensive income (loss):
    Cumulative translation adjustment                       (90,969)         5,789
                                                        -----------    -----------

Comprehensive loss                                      $(1,634,960)   $  (384,960)
                                                        ===========    ===========


Basic and diluted net loss per common share
    attributable to common stockholders                 $      (.17)   $      (.07)
                                                        ===========    ===========

Weighted average number of shares outstanding             9,029,054      5,972,658
                                                        ===========    ===========
</TABLE>


                             See accompanying notes.

                                      F-3
<PAGE>

                           AUTO-Q INTERNATIONAL, INC.
                                 AND SUBSIDIARY
          Consolidated Statements of Stockholders' Equity (Deficiency)
                 For the Years Ended September 30, 2002 and 2001


<TABLE>
<CAPTION>
                                                                                                   Accumulated        Total
                                                 Common Stock          Additional                     Other       Stockholders'
                                            -----------------------      Paid-In     Accumulated  Comprehensive      Equity
                                              Shares       Amount        Capital       Deficit    Income (Loss)   (Deficiency)
                                            ---------   -----------   -----------    -----------  -------------   ------------
<S>                                         <C>         <C>           <C>            <C>            <C>            <C>
Balance, October 1, 2000                    3,687,600   $     3,688   $    51,670    $   (59,618)   $       559    $    (3,701)
Issuance of 2,612,400 shares of
   Common Stock on April 27, 2001
   for compensation (at $.0926 per
   share) (Note 11)                         2,612,400         2,612       239,388            -              -          242,000
Issuance of 2,699,996 shares of
   Common Stock on April 27, 2001
   for cash (at $.0926 per share)           2,699,996         2,700       247,320            -              -          250,020
Net loss                                          -             -             -         (390,749)           -         (390,749)
Cumulative translation adjustment                 -             -             -              -            5,789          5,789
                                          -----------   -----------   -----------    -----------    -----------    -----------
Balance, September 30, 2001                 8,999,996         9,000       538,378       (450,367)         6,348        103,359
Issuance of 353,544 shares of Common
   Stock on September 13, 2002 for cash       353,544           354        39,412            -              -           39,766
Offering costs                                    -             -        (194,634)           -              -         (194,634)
Net loss                                          -             -             -       (1,543,991)           -       (1,543,991)
Cumulative translation adjustment                 -             -             -              -          (90,969)       (90,969)
                                          -----------   -----------   -----------    -----------    -----------    -----------
Balance, September 30, 2002                 9,353,540   $     9,354   $   383,156    $(1,994,358)   $   (84,621)   $(1,686,469)
                                          ===========   ===========   ===========    ===========    ===========    ===========

</TABLE>


                             See accompanying notes.

                                      F-4
<PAGE>

                           AUTO-Q INTERNATIONAL, INC.
                                 AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                 For the Years Ended September 30, 2002 and 2001

<TABLE>
<CAPTION>
                                                                2002           2001
                                                             -----------    -----------
<S>                                                          <C>            <C>
Cash flows from operating activities:
    Net loss                                                 $(1,543,991)   $  (390,749)
    Adjustments to reconcile net loss to net cash provided
      by (used in) operating activities:
        Stock-based compensation                                     -          242,000
        Write-off of loans receivable                            474,062            -
        Accrued interest - stockholders and directors             81,648            -
        Depreciation and amortization                             49,068         18,444
        Deferred income tax expense                                7,233         (7,091)
        Change in assets and liabilities:
           Accounts receivable                                   (17,686)        82,824
           Inventory                                              85,729       (288,375)
           Prepaid expenses and other current assets              (1,179)       (34,807)
           Deposits                                                2,912         (3,890)
           Accounts payable                                      189,704        289,306
           Deferred revenue                                        7,673          9,252
           Income taxes payable                                      -          (28,398)
           Accrued expenses and other current liabilities        500,898        145,255
                                                             -----------    -----------
                Net cash provided by (used in) operating
                   activities                                   (163,929)        33,771
                                                             -----------    -----------

Cash flows from investing activities:
    Purchase of property and equipment                           (22,165)       (32,079)
    Payments for software development                           (113,573)           -
    Purchase of intangible assets                                (99,997)           -
    Loans receivable                                            (253,137)      (208,152)
    Deferred acquisition costs                                       -         (101,958)
                                                             -----------    -----------
                Cash used in investing activities               (488,872)      (342,189)
                                                             -----------    -----------

Cash flows from financing activities:
    Proceeds from note payable - bank, net                       100,050        161,977
    Payments of capital lease obligations                        (33,794)       (11,403)
    Advances from stockholders and directors, net                611,702        106,585
    Deferred offering costs                                          -         (194,634)
    Proceeds from issuance of common stock                        39,766        250,020
                                                             -----------    -----------
                Net cash provided by financing activities        717,724        312,545
                                                             -----------    -----------

Effect of exchange rate changes on cash                          (65,044)        (4,098)
                                                             -----------    -----------

Net increase (decrease) in cash                                     (121)            29

Cash, beginning of year                                              121             92
                                                             -----------    -----------

Cash, end of year                                             $      -      $       121
                                                             ===========    ===========
</TABLE>


                             See accompanying notes.

                                      F-5
<PAGE>
                           AUTO-Q INTERNATIONAL, INC.
                                 AND SUBSIDIARY
                Consolidated Statements of Cash Flows (Concluded)
                 For the Years Ended September 30, 2002 and 2001


                Supplemental Disclosures of Cash Flow Information


<TABLE>
<CAPTION>
                                   2002      2001
                                 -------   -------
<S>                              <C>       <C>
Cash paid during the year for:
    Interest                     $49,270   $ 3,621
    Income taxes                 $ 7,953   $24,704
</TABLE>


      Supplemental Schedule of Non-Cash Investing and Financing Activities


During the years ended September 30, 2002 and 2001, the Company incurred capital
lease obligations of $64,339 and $64,134, respectively, for new vehicles.


                             See accompanying notes.

                                      F-6
<PAGE>
                           AUTO-Q INTERNATIONAL, INC.
                                 AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

Note 1 -     Principles of Consolidation and Operations

             The accompanying consolidated financial statements include the
accounts of Auto-Q International, Inc. ("Auto-Q"), a U.S. holding company, and
its wholly-owned subsidiary, Auto-Q International Limited ("Auto-Q UK"),
previously named Warminster Systems Limited, a U.K. company (collectively, the
"Company"). Auto-Q UK has a wholly-owned subsidiary, Automotive Information
Control Systems (UK) Limited ("AICS"), a U.K. company, which is inactive. Auto-Q
UK is engaged in the development, supply and installation of mobile data
acquisition and vehicle tracking systems to corporate users throughout the
United Kingdom. The Company operates as a single segment. All significant
intercompany accounts and transactions have been eliminated in consolidation. In
March 2002, Auto-Q's registration statement was declared effective by the
Securities and Exchange Commission and on September 13, 2002, the Company's
stock was approved for quotation on the NASD OTC Bulletin Board.

             Acquisition

             Auto-Q was incorporated in the State of Delaware on April 26, 2001
and merged effectively on April 27, 2001 with Auto-Q UK, a private company
incorporated in Bristol, England.

             Pursuant to this merger, Auto-Q issued 6,300,000 shares of its
common stock for all of the common stock of Auto-Q UK. As a result of this
acquisition, the stockholders of Auto-Q UK effectively acquired Auto-Q and
control thereof. In conjunction with the exchange of shares, the then
stockholders of Auto-Q gave 2,612,400 shares to new employees (see Note 11).
Accordingly, this acquisition has been accounted for as a reverse acquisition
for financial statement purposes and the accompanying consolidated financial
statements give effect to the merger for all periods presented.

Note 2 -     Summary of Significant Accounting Policies

             Foreign Currency Translation

             The assets and liabilities of Auto-Q UK are translated into U.S.
dollars at current exchange rates on the balance sheet date and revenue and
expenses are translated at average exchange rates for the respective years. The
net exchange differences resulting from these translations are recorded as a
translation adjustment which is a component of stockholders' equity. Auto-Q UK's
functional currency is the British Pound Sterling.


                                      F-7
<PAGE>
                           AUTO-Q INTERNATIONAL, INC.
                                 AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

Note 2 -     Summary of Significant Accounting Policies (Continued)

             Inventory

             Inventory is stated at the lower of cost (first-in, first-out
method) or market and consists entirely of finished goods.

             Property and Equipment

             Property and equipment is recorded at cost. Expenditures for major
additions and betterments are capitalized. Maintenance and repairs are charged
to operations as incurred. Depreciation of property and equipment is computed by
accelerated methods over the assets' estimated lives ranging from five to ten
years. Leasehold improvements are amortized over the lesser of the lease terms
or the assets' useful lives. Upon sale or retirement of property and equipment,
the related cost and accumulated depreciation are removed from the accounts and
any gain or loss is reflected in operations.

             Goodwill

             Goodwill represents the aggregate excess of the cost of the company
acquired over the fair value of their net assets at the date of acquisition and
was being amortized by the straight-line method over a period of ten years.
Amortization expense charged to operations was approximately $4,000 for the year
ended September 30, 2001. Accumulated amortization amounted to approximately
$17,000 at September 30, 2002 and 2001. Commencing October 1, 2001, goodwill is
no longer amortized but will be reviewed for impairment on an annual basis.

             Software Development

             In accordance with SOP 98-1, "Accounting for Costs of Computer
Software Developed or Obtained for Internal Use," during the year ended
September 30, 2002, the Company capitalized software development costs and is
amortizing them by the straight-line method over five years. Amortization
expense charged to operations for the year ended September 30, 2002 and
accumulated amortization at September 30, 2002 was approximately $10,000.


                                      F-8
<PAGE>
                           AUTO-Q INTERNATIONAL, INC.
                                 AND SUBSIDIARY
                   Notes to Consolidated Financial Statements


Note 2 -     Summary of Significant Accounting Policies (Continued)

             Intangible Assets

             Intangible assets, which consist of a distribution agreement and
customer list, will be amortized by the straight-line method over their
estimated useful lives of three and five years, respectively.

             Deferred Offering Costs

             Professional fees associated with the registration of the Company's
common stock of approximately $195,000 have been charged to stockholders' equity
during the second quarter of 2002 due to the effectiveness of the registration
statement.

             Revenue Recognition

                Sales of Equipment

             Sales of equipment are recorded upon delivery, installation and
acceptance by the customer.

                Service Income

                Advance payments for service contracts are recorded as deferred
revenue when received and recognized as income over the life of the contract.
Services performed on non-contract related equipment are recognized when the
service is provided.

             Warranty

             Estimated future warranty obligations related to certain products
are provided by charges to operations in the period in which the related revenue
is recognized.

             Shipping and Handling Costs

             The Company includes shipping and handling costs in cost of goods
sold.


                                      F-9
<PAGE>
                           AUTO-Q INTERNATIONAL, INC.
                                 AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

Note 2 -     Summary of Significant Accounting Policies (Continued)

             Advertising Expenses

             Advertising expenses are charged to operations in the period in
which they are incurred. Advertising expenses for the years ended September 30,
2002 and 2001 were approximately $6,000 and $27,000, respectively.

             Use of Estimates

             The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates.

             Net Loss per Common Share

             Basic net loss per share is computed by dividing net loss
attributable to common stockholders by the weighted average number of common
shares outstanding during the period. Diluted net loss per share is computed by
dividing the net loss attributable to common stockholders by the weighted
average number of common and common equivalent shares outstanding during the
period. The Company has no common equivalent shares outstanding.

             Fair Value of Financial Instruments

             Statement of Financial Accounting Standards No. 107, "Disclosures
about Fair Value of Financial Instruments" ("SFAS 107"), requires all entities
to disclose the fair value of financial instruments, both assets and liabilities
recognized and not recognized on the balance sheet, for which it is practicable
to estimate fair value. SFAS 107 defines fair value of a financial instrument as
the amount at which the instrument could be exchanged in a current transaction
between willing parties. At September 30, 2002, management believes the fair
value of all financial instruments approximated carrying value.



                                      F-10
<PAGE>
                           AUTO-Q INTERNATIONAL, INC.
                                 AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

Note 2 -     Summary of Significant Accounting Policies (Continued)

             New Accounting Pronouncements

             In June 2001, the FASB issued Statement of Financial Accounting
Standards No. 141, "Business Combinations" ("SFAS 141"), and Statement of
Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets"
("SFAS 142"). SFAS 141 requires that the purchase method of accounting be used
for all business combinations initiated after June 30, 2001. SFAS 142 requires
that goodwill and intangible assets with indefinite useful lives no longer be
amortized, but instead be tested for impairment at least annually and in
accordance with the provisions of SFAS 142. SFAS 142 also requires that
intangible assets with definite useful lives be amortized over their respective
estimated useful lives to their estimated residual value and reviewed for
impairment in accordance with Statement of Financial Accounting Standards No.
144, "Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed Of" ("SFAS 144"). Goodwill and intangible assets acquired in
business combinations completed before July 1, 2001 were amortized through the
end of fiscal 2001. Beginning October 1, 2001, in accordance with SFAS 142, the
Company is no longer recording amortization expense related to goodwill. The
Company adopted the provisions of SFAS 141 immediately and adopted SFAS 142
effective October 1, 2001.

             In connection with the adoption of SFAS 142, the Company performed
a transitional goodwill impairment test as required to determine if a goodwill
impairment existed at October 1, 2001. The Company completed its review and
determined that no adjustment was necessary as a result of adopting these new
standards. Additionally, management has evaluated the Company's intangible
assets and determined that the Company has no indefinite useful life
intangibles. Management has also evaluated the remaining useful lives of the
Company's intangible assets that will continue to be amortized and has
determined that no revision to the useful lives will be required.

             As of September 30, 2002, the Company has unamortized goodwill of
approximately $17,000. Amortization expense related to goodwill was zero in 2002
and approximately $4,000 for the year ended September 30, 2001. Although
goodwill will no longer be systematically amortized, periodic reviews will need
to be conducted to assess whether or not the carrying amount of goodwill may be
impaired. Such reviews could result in future write-downs of goodwill which
would be reflected as a charge against operating income. Excluding the
amortization expense related to goodwill, net loss and basic and diluted net
loss per share for the year ended September 30, 2001 would have been
approximately $387,000 and $.06, respectively.



                                      F-11
<PAGE>
                           AUTO-Q INTERNATIONAL, INC.
                                 AND SUBSIDIARY
                   Notes to Consolidated Financial Statements


Note 2 -     Summary of Significant Accounting Policies (Continued)

             New Accounting Pronouncements (Continued)

             In July 2001, the FASB issued Statement of Financial Accounting
Standards No. 143, "Accounting for Asset Retirement Obligations" ("SFAS 143").
SFAS 143 addresses accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated asset retirement
costs. This statement is effective for fiscal years beginning after June 15,
2002. The Company is currently assessing the impact of this new standard.

             In July 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."
SFAS 144 addresses financial accounting and reporting for the impairment or
disposal of long-lived assets. SFAS 144 requires that long-lived assets be
reviewed for impairment whenever events or changes in circumstances indicate
that their carrying amount may not be recoverable and is measured by a
comparison of the carrying amount of an asset to undiscounted future net cash
flows expected to be generated by the asset. If the carrying amount of an asset
exceeds its estimated future undiscounted cash flows, an impairment charge is
recognized for the amount by which the carrying amount of the asset exceeds the
fair value of the asset. SFAS 144 requires companies to separately report
discontinued operations and extends that reporting to a component of an entity
that either has been disposed of (by sales, abandonment or in a distribution to
owners) or is classified as held for sale. Assets to be disposed are reported at
the lower of the carrying amount or fair value less costs to sell. The Company
adopted SFAS 144 on January 1, 2002. The provisions of this statement for assets
held for sale or other disposal generally are required to be applied
prospectively after the adoption date to newly initiated disposal activities
and, therefore, will depend on future actions initiated by management. As a
result, we cannot determine the potential effects that adoption of SFAS 144 will
have on our consolidated financial statements with respect to future disposal
decisions, if any.

             In April 2002, the FASB issued Statement of Financial Accounting
Standards No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment
of FASB Statement No. 13, and Technical Corrections" ("SFAS 145"), which
supersedes FASB issued Statement No. 4, "Reporting Gains and Losses from
Extinguishment of Debt," FASB issued Statement No. 44, "Accounting for
Intangible Assets of Motor Carriers," and FASB issued Statement No. 64,
"Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements." This
statement also amends FASB issued Statement No. 13, "Accounting for Leases," to
eliminate an inconsistency between the required accounting for sale-leaseback
transactions and the required accounting for certain lease modifications that
have economic effects that are similar to sale-leaseback transactions. This
statement also amends other existing pronouncements to make various



                                      F-12
<PAGE>
                           AUTO-Q INTERNATIONAL, INC.
                                 AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

Note 2 -     Summary of Significant Accounting Policies (Continued)

             New Accounting Pronouncements (Continued)

technical corrections, clarify meanings or describe the applicability under
changed conditions. SFAS 145 requires gains and losses from the extinguishment
of debt to be classified as extraordinary items only if they meet the criteria
in Accounting Principal Board Opinion No. 30, "Reporting the Results of
Operations - Reporting the Effects of Disposal of a Segment of a Business and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions." This
statement also requires lease modifications that have economic effects similar
to sale-leaseback transactions to be accounted for in the same manner as
sale-leaseback transactions. The provisions in SFAS 145 relating to
sale-leaseback transactions are effective as of May 15, 2002. The remaining
provisions in SFAS 145 will be effective for the Company beginning in fiscal
2003. The Company does not expect the provisions of SFAS 145 to have a material
impact, if any, on the Company's consolidated financial statements.

             In June 2002, the FASB issued Statement of Financial Accounting
Standards No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities" ("SFAS 146"). This statement addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies
Emerging Issues Task Force Issue No. 94-3 ("EITF 94-3"), "Liability Recognition
for Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." SFAS 146 requires that a
liability for a cost associated with an exit or disposal activity be recognized
when the liability is incurred. EITF 94-3 allowed for an exit cost liability to
be recognized at the date of an entity's commitment to an exit plan. SFAS 146
also requires that liabilities recorded in connection with exit plans be
initially measured at fair value. The provisions of SFAS 146 are effective for
exit or disposal activities that are initiated after December 31, 2002, with
early adoption encouraged. The Company is evaluating the effect of the adoption
of SFAS 146 and does not expect the adoption of SFAS 146 to have a material
impact, if any, on the Company's consolidated financial statements.



                                      F-13
<PAGE>
                           AUTO-Q INTERNATIONAL, INC.
                                 AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

Note 3 -     Going Concern

             The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going concern. The Company
has sustained net losses of $1,543,991 and $390,749 for the years ended
September 30, 2002 and 2001, respectively, and has working capital and
stockholders' deficiencies of $2,095,014 and $1,686,469, respectively, at
September 30, 2002, which raises substantial doubt about its ability to continue
as a going concern. The Company's ability to continue as a going concern is
dependent upon positive cash flows from operations and financing from the
issuance of equity or debt securities. Without such financing, the Company may
not be able to meet its working capital requirements. The Company plans on
expanding its business by hiring additional sales and marketing staff and
investing in product development and information technology enhancement. The
Company is also seeking financing through the issuance of equity securities. The
consolidated financial statements do not include any adjustments related to the
recoverability and classification of recorded asset amounts or the amounts or
classification of liabilities that might be necessary should the Company be
unable to continue in existence.

Note 4 -     Property and Equipment

             At September 30, 2002, property and equipment consists of:

<TABLE>
<S>                                                                <C>
             Machinery and equipment                               $      14,228
             Computer equipment                                           19,519
             Furniture and fixtures                                       19,417
             Leasehold improvements                                       15,374
             Capitalized vehicles                                        137,700
                                                                   -------------
                                                                         206,238
             Less:  Accumulated depreciation and
                amortization                                              55,399
                                                                   -------------
                                                                   $     150,839
                                                                   =============
</TABLE>

Note 5 -     Intangible Assets

             At September 30, 2002, intangible assets consist of:

<TABLE>
<S>                                                                <C>
             Distribution agreement (a)                            $     152,654
             Customer list                                                31,540
                                                                   -------------
                                                                   $     184,194
                                                                   =============
</TABLE>



                                      F-14
<PAGE>
                           AUTO-Q INTERNATIONAL, INC.
                                 AND SUBSIDIARY
                   Notes to Consolidated Financial Statements


Note 5 -     Intangible Assets (Continued)

             (a) In September 2002, Auto-Q UK acquired all of the issued and
outstanding ordinary shares of AICS, a corporation organized under the laws of
England and Wales, for (pound)43,633 (approximately $61,000) and 76,924 common
shares of Auto-Q. The shares, which were not issued until November 2002, were
valued at $1.20 per share, totaling approximately $92,000 which is included in
accrued expenses and other current liabilities on the accompanying consolidated
balance sheet (see Note 9). The entire purchase price was allocated to a
distribution agreement.

Note 6 -     Note Payable - Bank

             Auto-Q UK has a (pound)180,000 (approximately $281,000 at September
30, 2002) line of credit with a commercial bank which is due on demand. Under
the terms of the agreement, Auto-Q UK pays interest at 4% over the base rate (8%
at September 30, 2002). The borrowings are guaranteed by one stockholder
(limited to (pound)175,000) and another stockholder (limited to (pound)25,000).

Note 7 -     Capital Lease Obligations

             At September 30, 2002, capital lease obligations consist of:

<TABLE>
<S>                                                                                     <C>
             Six obligations, payable in monthly installments ranging from
                approximately $300 to $1,800, including interest ranging from
                9.7% to 12.5% and maturing on various dates through August 2005;
                secured by specific equipment with a carrying value of
                approximately $99,000 at September 30, 2002                              $   101,798

             Less:  Amount representing interest                                              12,305
                                                                                         -----------
                                                                                              89,493
             Less:  Current portion                                                           35,089
                                                                                         -----------

                                                                                         $    54,404
                                                                                         ===========
</TABLE>


                                      F-15
<PAGE>
                           AUTO-Q INTERNATIONAL, INC.
                                 AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

Note 7 -     Capital Lease Obligations (Continued)


             Maturities of capital lease obligations are as follows:

<TABLE>
<CAPTION>
              Year Ending
             September 30,
             -------------
<S>                              <C>
                  2003           $   35,089
                  2004               39,472
                  2005               14,932
                                 ----------
                                 $   89,493
                                 ==========
</TABLE>


Note 8 -     Due to Stockholders and Directors

             Due to stockholders and directors includes approximately $585,000
of loans which bear interest at rates ranging from 3% to 6% over the base rate
(7% to 10% at September 30, 2002) and are due on demand. Interest expense
charged to operations for the year ended September 30, 2002 was approximately
$82,000 and is accrued in the balance due at September 30, 2002.

             Additionally, due to stockholders and directors includes
approximately $289,000 which is non-interest bearing and due on demand.


Note 9 -     Accrued Expenses and Other Current Liabilities

             At September 30, 2002, accrued expenses and other current
liabilities consists of:

<TABLE>
<S>                                                        <C>
             Payroll taxes and health insurance            $     294,791
             Professional fees                                   172,515
             Due to seller - AICS                                 90,309
             Other current liabilities                           149,379
                                                           -------------
                                                           $     706,994
                                                           =============
</TABLE>


                                      F-16
<PAGE>
                           AUTO-Q INTERNATIONAL, INC.
                                 AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

Note 10 -    Income Taxes

             The provision for (benefit from) income taxes for the years ended
September 30, 2002 and 2001 consists of the following:

<TABLE>
<CAPTION>
                                 2002        2001
                               --------    --------
<S>                            <C>         <C>
             United Kingdom:
                Current        $ 11,476    $(24,651)
                Deferred          7,233      (7,091)
                               --------    --------

                               $ 18,709    $(31,742)
                               ========    ========
</TABLE>

             A reconciliation of the United States income tax rate to the
effective tax rate for the years ended September 30, 2002 and 2001 is as
follows:

<TABLE>
<CAPTION>
                                                           2002                             2001
                                                -------------------------        -------------------------
<S>                                             <C>                <C>           <C>                <C>
Statutory U.S. income tax rate                  $(518,596)          34.0%        $(143,647)          34.0%
Income tax rate differential between the
    United States and the United Kingdom          207,848          (13.6)           59,149          (14.0)

Stock-based compensation                              -               -             48,400          (11.5)
Change in valuation allowance                     309,278          (20.3)              -               -
Other                                              20,179           (1.3)            4,356           (1.0)
                                                ---------          -----          ---------          -----

                                                $  18,709           (1.2)%       $ (31,742)           7.5%
                                                =========          =====          =========          =====
</TABLE>

             The tax effects of temporary differences that gave rise to the
long-term deferred tax assets at September 30, 2002 are as follows:

<TABLE>
<S>                                                     <C>
             Net operating loss carryforward            $     309,278
             Less: Valuation allowance                       (309,278)
                                                        -------------

                                                        $        -
                                                        =============
</TABLE>

             Deferred income tax assets and liabilities are computed annually
for differences between the financial statement and tax bases of assets and
liabilities that will result in taxable or deductible amounts in the future
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established when necessary to reduce deferred tax assets to the amount expected
to be realized. Income tax expense is the tax payable or refundable for the
period plus or minus the change during the period in deferred tax assets and
liabilities.


                                      F-17
<PAGE>
                           AUTO-Q INTERNATIONAL, INC.
                                 AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

Note 10 -    Income Taxes (Continued)

             At September 30, 2002, Auto-Q UK has a net operating loss
carryforward in the United Kingdom of approximately (pound)882,000
(approximately $1,378,000 at September 30, 2002) that can be carried forward
indefinitely. Auto-Q has a net operating loss carryforward in the United States
of approximately $140,000 that can be carried forward and will expire in 2022.
The Company has fully reserved the tax benefit of the net operating loss
carryforward temporary differences because the likelihood of realization is
uncertain.

Note 11 -    Stock-Based Compensation

             On April 27, 2001, the then stockholders of Auto-Q gave 2,612,400
vested shares to new employees of the Company as a sign-on bonus. The
compensation of $242,000 has been recorded at the fair market value at the date
of issuance.

Note 12 -    Loans Receivable

             In August 2001, Auto-Q UK entered into a preliminary agreement to
acquire 20% of the capital shares of Gridloc Limited ("Gridloc"), a corporation
organized under the laws of the Republic of Cyprus for (pound)100,000 and
1,538,461 common shares of Auto-Q. The consummation of the transaction was
expected to take place after the effectiveness of the registration statement.
During fiscal 2002, the Company rescinded the agreement and deemed amounts
loaned to Gridloc of approximately $277,000 to be uncollectible.

             In addition, Auto-Q UK had loaned approximately $197,000 to a
company who liquidated during the year. All amounts loaned were deemed
uncollectible.

Note 13 -    Concentration of Credit Risk and Major Customers

             Accounts Receivable

             Credit risk with respect to trade receivables is mitigated by
Company controls on its credit evaluation process, credit limits and monitoring
procedures. Bad debt expenses have been insignificant, and generally, the
Company does not require collateral or other security to support accounts
receivable.



                                      F-18
<PAGE>
                           AUTO-Q INTERNATIONAL, INC.
                                 AND SUBSIDIARY
                   Notes to Consolidated Financial Statements


Note 13 -    Concentration of Credit Risk and Major Customers (Continued)

             Major Customers

             Sales to two customers accounted for approximately 67% and 57% of
the total revenue for the years ended September 30, 2002 and 2001, respectively.



Note 14 -    Commitments

             The Company leases warehouse and office space under a
non-cancellable operating lease expiring in 2003. The Company's future minimum
lease payments, excluding escalation charges, are as follows:

<TABLE>
<CAPTION>
              Year Ending
             September 30,
             -------------
<S>                                         <C>
                  2003                      $   19,000
                  2004                           3,000
                                            ----------
                                            $   22,000
                                            ==========
</TABLE>

             Rent expense charged to operations for the years ended September
30, 2002 and 2001 was approximately $13,000 and $11,000, respectively.


Note 15 -    Subsequent Event

             On October 9, 2002, Auto-Q approved a stock dividend of the
Company's common stock of three shares for every one share of its common stock
outstanding and held of record on October 8, 2002.



                                      F-19
<PAGE>
                                    PART III

ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K

(a)      Exhibits

     Exhibit Number                        Description
     --------------                        -----------

          99.1         Certifications of Tom Lam, pursuant to 18 U.S.C. 1350.

          99.2         Certifications of David Hope, pursuant to 18 U.S.C. 1350.


                                      -3-
<PAGE>
                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated:  April 25, 2003

                                             AUTO-Q INTERNATIONAL, INC.


                                             By:        /s/ Tom Lam
                                                 -------------------------------
                                                 Tom Lam, President


         In accordance with the requirements of the Exchange Act, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.


<TABLE>
<CAPTION>
             Signature                                   Title                                    Date
<S>                                          <C>                                             <C>

   /s/ Tom Lam                                Director and President                         April 25, 2003
--------------------------------------        (Principal Executive Officer)
Tom Lam

                                              Chief  Financial Officer and Secretary
   /s/ David Hope                             (Principal Financial and Accounting            April 25, 2003
-----------------------------------------     Officer)
David Hope


   /s/ Paul Spetch                            Director                                       April 25, 2003
-----------------------------------------
Paul Spetch

</TABLE>


                                      -4-

<PAGE>
                                 CERTIFICATIONS


I,TOM LAM, certify that:

1. I have reviewed this amendment to annual report on Form 10-KSB for Auto-Q
International, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report; and

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) Presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) All significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:  April 25, 2003                        /s/ Tom Lam
                                -----------------------------------------------
                                TOM LAM
                                President, Chief Executive Officer and Director
                                (Principal Executive Officer)



<PAGE>



                                 CERTIFICATIONS


I, DAVID HOPE, certify that:

1. I have reviewed this amendment annual report on Form 10-KSB for Auto-Q
International, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report; and

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) Presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) All significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:  April 25, 2003                          /s/ David Hope
                                  --------------------------------------------
                                  DAVID HOPE
                                  Chief Financial Officer and Secretary
                                  (Principal Financial and Accounting Officer)