U. S. Securities and Exchange Commission
                            Washington, D. C. 20549

                                  FORM 10-KSB

               [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 2001

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

          For the transition period from _____________ to ____________

                          Commission File No.:0-23819


                            COLE COMPUTER CORPORATION
                  --------------------------------------------
                 (Name of Small Business Issuer in its Charter)

              NEVADA                                        76-0547762
 ----------------------------------                -----------------------------
(State  or  Other  Jurisdiction  of                (I.R.S.  Employer  I.D.  No.)
  incorporation  or  organization)

                            1005 Metropolitan Avenue
                          Oklahoma City, Oklahoma 73108
                     --------------------------------------
                    (Address of Principal Executive Offices)

                    Issuer's Telephone Number: (405) 491-7300

                                      N/A
          -----------------------------------------------------------
          (Former Name or Former Address, if changed since last Report)

Securities  Registered  under  Section  12(b)  of  the  Exchange  Act:

                      $0.001 par value common voting stock

                 Name of Each Exchange on Which Registered:None

       Securities Registered under Section 12(g) of the Exchange 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 Company was required to file such reports),  and (2) has
been  subject  to  such  filing  requirements  for  the  past  90  days.

                          (1)   Yes  X    No
                                    ---      ---

     Check if there is no disclosure of delinquent files in response to Item 405
of  Regulation  S-B is not  contained in this form,  and no  disclosure  will be
contained,   to  the  best  of  Company'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.  [  ]

     State 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 a specified  date within the past 60
days.


<PAGE>
August  27,  2001  -  $1,409,006.  There  are approximately  5,636,025 shares of
common  voting  stock of the Company held by  non-affiliates.  This valuation is
based upon the  average  of the bid  prices  for  shares of common  stock of the
Registrant on the OTC Bulletin  Board of the National  Association of Securities
Dealers,  Inc.  (the  "NASD")  on  this  date.


                  (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                          DURING THE PAST FIVE YEARS)

                                      N/A

                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

     State  the  number of shares outstanding of each of the Issuer's classes of
common  equity,  as  of  the  latest  practicable  date:

                           June 29, 2001 - 15,507,400

                      DOCUMENTS INCORPORATED BY REFERENCE

     A description of "Documents Incorporated by Reference" is contained in Part
III,  Item  13.

Transitional  Small  Business  Issuer  Format   Yes      No  X
                                                    ----    ----


                                     PART I


                     Years Ended December 31, 2001 and 2000
                    ---------------------------------------

     For a discussion of the business development of Cole from inception through
the  calendar  year ended  December  31, 2000,  see the  Company's  Registration
Statement on Form 10-SB, as amended, and the Company's 10-KSB Annual Reports for
the years ended  December 31, 2000 and 1999,  which have been  previously  filed
with the Securities and Exchange Commission and which are incorporated herein by
this  reference.  See  Part  III,  Item  13.

Item  1.  Description  of  Business.
          --------------------------

     The  Company is an  emerging  computer  corporation  which began out of the
garage of founders  Cynthia A. and Homer O. Cole III, in November,  1991,  doing
business  as  Computer  Masters,  which  filled a valuable  niche in  Oklahoma's
computer community providing helpful friendly service while upgrading customer's
computers  at a fraction of the cost of new  systems  sold by  competitors.  The
customer  demand  for  helpful  service, low cost and state of the art computers
drove  Computer  Masters  into  the marketing of new computers, in wholesale and
retail sales. Computer Masters commenced doing business as "Computer Masters" in
1996;  and through high volume sales, was able to aggressively purchase computer
parts  gaining purchasing power, while reducing computer costs and passing these
savings on to customers.  Customer demand dictated Computer Masters' growth from
a  statewide corporation into a multi-state corporation with stores in Arkansas,
Texas,  and  Oklahoma.

Principal  Products  or  Services  and  their  Markets.
-------------------------------------------------------

     Computer  Masters has found that rural and small-town computer markets have
been  left  alone  by the major computer companies which have chosen to focus on
sales  of complete systems alone or by major retailers, who fail to offer parts,
upgrade  components  or  professional  support  to  the  computer  user.


<PAGE>
     The  Company  operates  thirteen (13) retail storefront locations under the
name  of  Computer  Masters  for components, upgrade parts and complete personal
computers for use in the home, business and professional and government markets.
All  Computer Masters locations provide complete  sales  and  service, including
full  upgrade  capabilities  to   its  customers,   no  matter  which  brand  or
manufacturers'  computer  system  a  customer  may  have.

     Even  as important as retail storefront sales, the Company has integrated a
direct marketing plan using the Internet via its web sites (www.colecomputer.net
and  www.okcmasters.com),  along  with  "direct  to the customer" mail-order, as
established  by  Dell  Computers  and  Gateway,  to  satisfy the demand of price
conscious,  "do-it-yourself"  Internet  customers.  The Company's web sites have
complete  e-commerce  capabilities  for retail, government and wholesale buyers,
including  a  shopping  cart  with  a  secure  credit  card payment system.  The
implementation  of  each  phase  places  the Company in an opportune position to
market  its  products  and  services  in  select  niches, including the exciting
Internet  marketplace  across  the  World  Wide  Web.

     The  Company  has   built  solid  commercial   relationships   with   major
manufacturers  and other suppliers of parts and upgrade components.  The ability
to purchase directly from the manufacturer or to capitalize on discounted prices
from  other sources has been a key element in the advantageous cost structure of
Computer  Masters.  In  addition,  the Company  follows,  in  philosophy  and in
practice, the inventory methodology of "Just in Time" or JIT. This JIT inventory
practice has kept the Company's inventory purchase costs as close to the current
market  of  many  price sensitive parts.  While this practice requires virtually
daily  ordering and a continual management of all price sensitive inventory, the
management  time  (and inventory control system) yields benefits that far exceed
the  extra  effort.  In the  world  we live in,  a  UPS/FEDEX/Overnight  US Mail
delivery  of  JIT  often  saves  substantial  sums  when  inventory  prices  are
declining.  In  an  upwardly spiraling market, the Company can simply adjust its
wholesale/retail  prices  to  reflect  daily  price  changes.

     An  important element of the Company's success has been the honest, quality
personnel  retained  by Computer Masters.  All of the Company's employees embody
the  philosophy of being "Your Best Friend in  Computers"  which starts with the
Chief Executive Officer, Mr. Brad Cole, and the Company's majority  shareholder,
Ms. Cynthia Cole. Each of the founders has been instrumental in the selection of
key  personnel  which  has  reached  32 employees as of the date of this Report.

    The Company will build on its strengths in the regional Oklahoma marketplace
and  implement  a  disciplined  and controlled  expansion  which will follow the
growth  pattern  of  other  successful  major  retailers.  The initial rural and
"small-town"  America  approach  will  take  the  best  of  a  proven,  textbook
Wal-Mart  strategy. Further,  the Company will build on its "Heartland"  success
with a low overhead retail operation of a Radio Shack style storefront.  For the
year 2002, five (5) new store  openings are planned.  The  Company's  management
believes  that  this  expansion   will  result  in  an   enterprise   of
substantial   standing  and  profitability.

Competition.
------------

     Cole  has  targeted  an  under  served  market where the big chain computer
stores and major computer manufacturers have not properly served their customers
nor  offer  the customized solutions that their customers need.  The traditional
"direct"  sales companies such as Dell, Gateway, Compaq and Hewlett-Packard (HP)
compete against Cole in the pre-build and custom build complete computer service
market  almost  exclusively.  Cole's  advantage  is  the aftermarket service and
sales  as  well  as upgrade and ancillary computer component market.  CompuServe
and  Huldo  have  not  found  it  desirable  to  provide  customized  solutions.

The  main competition for Cole is the "whitebox" stores. The Company maintains a
competitive  advantage through its pricing strategy where it is able through its
volume  purchases  and  volume  discounts  to  undercut  the  competition  while
maintaining  additional  loyalty  through  high quality service, sales and after
sales  service  to  the  customer.

Sources  and  Availability  of  Raw  Materials.
-----------------------------------------------

     The  Company  purchases  component  and  upgrade  parts  from a  number  of
suppliers  for  further  assembly  or  resale  activities  of complete component
systems or upgrade and/or component parts.  Most materials are readily available
from  suppliers.


Patents, Trademarks,  Licenses, Franchises,  Concessions,  Royalty Agreements or
Labor  Contracts.
--------------------------------------------------------------------------------

     The  only  trademark  or  trade  name of the Company is "Computer Masters."

Governmental  Approval  of  Principal  Products  or  Services.
--------------------------------------------------------------

     None,  except as may be  required in the  bidding  process  for  government
contracts.

Effects  of  Existing  or  Probable  Governmental  Regulations.
---------------------------------------------------------------

     The integrated  disclosure  system for "small business  issuers" adopted by
the Securities and Exchange  Commission in Release No. 34-30968 and effective as
of August  13,  1992,  substantially  modified  the  information  and  financial
requirements  of a small  business  issuer,  defined  to be an  issuer  that has
revenues  of less than  $25,000,000;  is a U.S. or  Canadian  issuer;  is not an
investment  company;  and if a majority-owned  subsidiary,  the parent is also a
small  business  issuer;  provided,  however,  an entity is not a small business
issuer if it has a public  float (the  aggregate  market  value of the  issuer's
outstanding  securities  held by  non-affiliates)  of  $25,000,000  or more. The
Company  is  a  "small  business  issuer,"  based  upon  these  guidelines.

     On the  effectiveness of the Company's 10-SB  Registration  Statement,  the
Company  became  subject  to the  reporting  obligations  under  the  Securities
Exchange Act of 1934, as amended (the "1934 Act.") These  requirements  include,
among  others,  that the  Company  must file with the  Securities  and  Exchange
Commission  annual  reports  on Form  10-KSB  ("SB"  denotes  a "small  business
issuer") that contain audited financial statements;  quarterly reports on 10-QSB
that  contain  reviewed  financial  statements;  8-K Current  Reports  reporting
current  material  events;  and  proxy or  information  statements  governed  by
Regulation 14A or 14C of the Securities  and Exchange  Commission  that are then
mailed  to  stockholders  for  any  matter  requiring  the  vote of  consent  of
stockholders.  Principals or 5% stockholders of the Company are also required to
report  their  beneficial  ownership  and  any  changes  in  this  ownership  on
appropriate forms.  Directors,  executive officers and 10% stockholders are also
subject  to  Section  16(b)  of  the  1934 Act respecting "short swing" profits.

     Our  common  stock is  "penny  stock"  as  defined  in Rule  3a51-1  of the
Securities  and  Exchange  Commission.  Penny  stocks  are  stocks:

     with  a  price  of  less  than  five  dollars  per  share;

     that  are  not  traded  on  a  "recognized"  national  exchange;

     whose  prices  are  not quoted on the NASDAQ automated quotation system; or

     in issuers with net tangible assets less than $2,000,000, if the issuer has
     been in continuous operation for at least three years, or $5,000,000, if in
     continuous operation for less than three years, or with average revenues of
     less  than  $6,000,000  for  the  last  three  years.

     Section  15(g) of the  Exchange  Act and Rule 15g-2 of the  Securities  and
Exchange  Commission require  broker/dealers  dealing in penny stocks to provide
potential  investors with a document disclosing the risks of penny stocks and to
obtain a manually signed and dated written receipt of the document before making
any  transaction in a penny stock for the investor's  account.  You are urged to
obtain  and  read this disclosure carefully before purchasing any of our shares.

     Rule   15g-9  of  the   Securities   and   Exchange   Commission   requires
broker/dealers  in penny  stocks to  approve  the  account of any  investor  for
transactions  in these stocks before  selling any penny stock to that  investor.
This  procedure  requires  the  broker/dealer  to:

     get  information  about  the  investor's  financial  situation,  investment
     experience  and  investment  goals;

     reasonably determine, based on that information, that transactions in penny
     stocks are suitable for the investor and that the investor can evaluate the
     risks  of  penny  stock  transactions;

     provide  the  investor  with a written statement setting forth the basis on
     which  the  broker/dealer  made  his  or  her  determination;  and

     receive  a  signed  and  dated  copy  of  the  statement from the investor,
     confirming  that it accurately reflects the investor's financial situation,
     investment  experience  and  investment  goals.

     Compliance with these  requirements may make it harder for our stockholders
to  resell  their  shares.

Cost  and  Effect  of  Compliance  with  Environmental  Laws.
-------------------------------------------------------------

     There are no material  environmental  laws, rules or regulations  effecting
the  present  and  intended  business  operations  of  the  Company.

Research  and  Development  Expenses.
-------------------------------------

     None.

Number  of  Employees.
----------------------

     42  full  time  employees,  and  five  part-time  employees.


Item  2.  Description  of  Property.
          --------------------------

     Computer  Masters has eleven stores and a manufacturing/corporate facility.
<TABLE>
<CAPTION>
Store  Number            Square  Footage              Rent  Term
<S>                      <C>                          <C>
      1                  1,200  sq.  ft.              Pres  -  Sept  31,  2004
      2                  1,400  sq.  ft.              Pres  -  Jan  31,  2003
      3                  1,500  sq.  ft.              Pres  -  *
      4                    959  sq.  ft.              Pres  -  *
      5                  1,200  sq.  ft.              Pres  -  *
      6                  1,000  sq.  ft.              Pres  -  June  30,  2003
      7                  1,500  sq.  ft.              Pres  -  *
      9                    750  sq.  ft.              Pres  -  *
     10                  1,000  sq.  ft.              Pres  -  Sept  30,  2003
     11                  1,000  sq.  ft.              Pres  -  Sept  30,  2004
     12                  1,400  sq.  ft.              Pres  -  *
     13                  1,600  sq.  ft.              Pres  -  *
     14                  2,200  sq.  ft.              Pres  -  Dec  31,  2005

TOTAL:                  16,709  sq.  ft.

Manufacturing/Corporate  9,900  sq.  ft.              Pres  -  July  31,  2004
</TABLE>

*  These  leases  are  on  a  month  to  month  basis.

Item  3.  Legal  Proceedings.
          -------------------

     The Company is not a party to any  pending  legal  proceeding.  No federal,
state or local  governmental  agency is presently  contemplating  any proceeding
against  the Company. No director, executive officer or affiliate of the Company
or owner of record or  beneficially  of more than five percent of the  Company's
common  stock is a party  adverse  to the  Company  or has a  material  interest
adverse  to  the  Company  in  any  proceeding.

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders.
          ------------------------------------------------------------

     A Proxy Statement was forwarded to stockholders on or about August 1, 2001,
respecting  resolutions  of  the  Board  of  Directors  to elect a director, and
appoint  independent  accountants.  Majority  of  shares  voted  in favor of the
matters presented at the meeting. This Proxy Statement is incorporated herein by
reference.  See  Part  III,  Item  13.


                                    PART II

Item  5.  Market  for  Common  Equity  and  Related  Stockholder  Matters.
          ----------------------------------------------------------------

Market  Information.
--------------------

     The  Company's  common  stock is  quoted on the OTC  Bulletin  Board of the
National  Association of Securities Dealers,  Inc. (the "NASD") under the symbol
"COLV," and these  quotations  only commenced in 1999; no assurance can be given
that any market for the Company's common stock will be maintained. The following
stock quotations were provided by the National  Quotations  Bureau,  LLC, and do
not represent actual transactions; they also do not reflect mark-ups, mark- owns
or  sales  commissions.
<TABLE>
<CAPTION>
                                STOCK QUOTATIONS

                                               CLOSING  BID

Quarter  ended:                          High                Low
--------------                           ----                ---
<S>                                       <C>                <C>
March  31,  2000                          $8.50              $2.13

June  30,  2000                           $5.13              $1.88

September  30,  2000                      $2.44              $0.66

December  31,  2000                       $0.72              $0.31

March  31,  2001                          $0.45              $0.20

June  30,  2001                           $0.27              $0.14

September  30,  2001                      $0.31              $0.12

December  31,  2001                       $0.55              $0.24
</TABLE>

<TABLE>
<CAPTION>
Recent  Sales  of  Unregistered  Securities.
--------------------------------------------

                           Date              Number  of       Aggregate
Name  or  Group            Acquired             Shares      Consideration
---------------            --------          ----------     -------------
<S>                        <C>                 <C>             <C>
Limited  Offering          Feb-2000             500,000        $750,000

Officers                   Feb-2000              58,000        Services*

Consultants                June-2000            135,000        Services*

Officers                   June-2000             75,000        Services*

Lasertech  Computer        June-2000            250,000        $250,000  note

Majority  Stockholder      December-2000        325,000        $100,000  note

Majority  Stockholder      December-2000      4,000,000        Investment

Officer                    June-2001             50,000        Services*

Directors                  December-2001        455,000        Options
</TABLE>

*    Shares  issued  for services in 2000 were for  services valued at $402,000;
     those  issued  in  2001  were  for  services  valued  at  $7,000.

     All of these securities were issued to persons who were either  "accredited
investors," or "sophisticated investors," who, by reason of education,  business
acumen,  experience or other factors, were fully capable of evaluating the risks
and merits of an  investment  in the  Company;  and each had prior access to all
material  information  regarding  the  Company.  The  offer  and  sale of  these
securities was believed to be exempt from the  registration  requirements of the
Securities Act of 1933, as amended,  pursuant to Sections 4(2) and 4(6) thereof,
and  Regulation D of the Securities  and Exchange  Commission;  and from various
similar  state  exemptions.

     Sales of "restricted  securities" by members of management and others could
have an adverse effect on any public market for the common stock of the Company.
With  the  exception  of  the last  505,000  shares of  "restricted  securities"
issued  as  outlined  above from June to  December, 2001,  all of the  remaining
outstanding shares of the Company's common stock have been held for a sufficient
period  of time  for  resale  under  Rule  144 of the  Securities  and  Exchange
Commission,  subject  to  volume  limitations  of subparagraph (e) of this Rule.

Holders.
--------

     The  number  of record holders of the Company's common stock as of June 29,
2001,  was  approximately  366.

Dividends.
----------

     The  Company has not declared any cash dividends with respect to its common
stock, and does not intend to declare dividends in the foreseeable  future.  The
present  intention  of  management  is to utilize  all  available  funds for the
development  of  the  Company's business.  There  are no  material  restrictions
limiting, or that are likely to limit, the Company's ability to pay dividends on
its  common  stock.

Item  6.  Management's  Discussion  and  Analysis.
          ----------------------------------------

     The following discussion highlights our Company's performance and it should
be  read  in conjunction with the financial statements (including related notes)
accompanying  this  Report.  Certain  statements contained herein may constitute
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation  Reform  Act  of  1995.  These  statements  are based on management's
current   expectations   and   are  subject   to  uncertainty  and   changes  in
circumstances.  Actual results may differ materially from those expectations due
to  changes  in  global politics, economics, business, competitors, competition,
markets and regulatory factors. More information about these factors has been or
will  be  contained in Cole's filings with the Security and Exchange Commission.

     Total Revenues increased 18% with sales of $10,996,181 for the year 2001 as
compared  to  $9,287,004  for  the  year  2000.  Major contracts from the United
States Air Force and several school districts in Oklahoma and Texas provided the
increase in revenue.  Our General Service Administration (GSA) contract provided
$148,725  in  revenue  for  2001.

     Cost  of Sales decreased to 82% as a percentage of revenue from 87% in '00.
This  decrease  comes  from  the  improvements  made in inventory purchasing and
control.  The continued agreement with Lasertech to provide product credit lines
and  warehouse  management expertise contributed significantly in these efforts.

     Selling expenses as a percentage of total revenue decreased to 11% from 17%
in  '00.  This reflects the company's efforts to bring all expenses more in line
with  revenue and is primarily a $158,000 decrease in labor costs and a decrease
of  $75,000  in  advertising  expense.

     General and administrative costs as a percentage of total revenue decreased
to 7% from 12% in '00.  This decrease was due to a $250,000 reduction in payroll
expenses.  In  addition,  legal  and outside accounting expenses were reduced by
$76,000.

     In  2001,  the  Company made a huge turnaround in profitability, from a net
loss  of  $1,788,710  in  2000 to a profit of $27,676.  Efficiencies realized in
cutting  overhead  and  increasing   gross  margins  are  the  main  items  that
contributed  to  this  turnaround.  The  company  believes  that this trend will
continue  during  2002.

     The  company  had  a  deficit  of  $486,581  in  working capital in 2001 as
compared  to a deficit of $596,046 in 2000.  The arrangements with Lasertech for
product  credit  lines  and the company's improving financial performance should
continue  to  make  this  a  viable  company.


Liquidity.
----------

     As of December 31, 2001, the Company had $464,107 in cash and $1,591,139 in
current  assets,  with  $2,077,720  in  current  liabilities.


<PAGE>
Item  7.  Financial  Statements.
          ----------------------

          Independent  Auditors  Reports

          Balance  Sheet  as  of  December  31,  2001

          Statements  of  Income (Loss) for  the  Years  ended
          December  31,  2001  and  2000

          Statements  of  Stockholders'  Equity (Deficit) for  the  years
          ended  December  31,  2001  and  2000

          Statements  of  Cash  Flows  for  the  years  ended
          December  31,  2001  and  2000

          Notes  to  Financial  Statements


                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


To  The  Board  of  Directors
Cole  Computer  Corporation


We  have audited the accompanying balance sheet of Cole Computer Corporation., a
Nevada  corporation,  as  of  December  31,  2001, and the related statements of
income, stockholders'  equity  (deficit) and cash flows for the year then ended.
These  financial  statements are the responsibility of the Company's management.
Our  responsibility is to express an opinion on these financial statements based
on  our  audit.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects, the financial position of Cole Computer Corporation, as
of  December  31, 2001, and the results of its operations and its cash flows for
the year then ended in conformity with auditing principles generally accepted in
the  United  States  of  America.

The  2000 financial statements were audited by other auditors whose report dated
March  9, 2001, on those statements included an explanatory paragraph describing
conditions that raised substantial doubt about the Company's ability to continue
as a going concern.  On August 22, 2001, the other auditors amended their report
to  an  unqualified  opinion  on  the  2000  financial  statements.


March  29,  2002

/s/Hogan  &  Slovacek,  P.C.
Oklahoma  City,  Oklahoma




<PAGE>

                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------


To  the  Board  of  Directors  and  Stockholders  of
   Cole  Computer  Corporation
   Oklahoma  City,  Oklahoma

We have audited the accompanying statements of loss, retained earnings (deficit)
and  cash  flows  of  Cole  Computer Corporation for the year ended December 31,
2000.  These  financial  statements  are  the  responsibility  of  the Company's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements  based  on  our  audit.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of Cole Computer
Corporation  for the year ended December 31, 2000, in conformity with accounting
principles  generally  accepted  in  the  United  States.

March  9,  2001,  except  as  to  Note  2  which  is  as  of  August  22,  2001

/s/Malone  &  Bailey,  PLLC
Houston,  Texas
















<PAGE>
                            COLE COMPUTER CORPORATION
                            -------------------------
                                  BALANCE SHEET
                          ---------------------------
                                December 31, 2001
                                -----------------


                                     ASSETS

<TABLE>
<CAPTION>
Current  assets:
<S>                                                                  <C>
  Cash                                                               $  464,107
  Accounts receivable - trade, net of allowance for
    doubtful  accounts  of  $56,000                                     207,385
  Accounts  receivable  -  affiliate                                     77,342
  Accounts  receivable  -  other                                         61,500
  Product  warranty  receivable                                          87,184
  Inventory                                                             674,589
  Other  current  assets                                                 19,032
                                                                     ----------

     Total  Current  Assets                                           1,591,139

Equipment,  less  accumulated  depreciation  of  $234,902               277,836
                                                                     ----------

     Total  Assets                                                   $1,868,975
                                                                     ==========


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current  liabilities:
  Notes  payable  to  bank                                           $   90,000
  Current  portion  of  long-term
    debt  and  capital  lease  obligations                               30,044
  Accounts  payable                                                   1,044,944
  Accounts  payable  -  affiliate                                       807,412
  Accrued  expenses                                                     105,320
                                                                     ----------

     Total  Current  Liabilities                                      2,077,720

Long-term  debt  and  capital  lease  obligations                        44,060
                                                                     ----------

     Total  Liabilities                                               2,121,780
                                                                     ----------

Commitments  and  contingencies                                               -

Stockholder's  Equity  (Deficit):
   Common  stock,  $.001  par  value,  25,000,000
   shares  authorized,  15,962,400  shares
   issued  and  outstanding                                              15,962
   Paid-in  capital                                                   2,359,981
   Deficit                                                           (2,624,748)
                                                                     ----------
                                                                       (248,805)
   Less:  treasury  stock,  4,000,000  shares  at  cost                  (4,000)
                                                                     ----------

      Total  Stockholders'  Equity  (Deficit)                          (252,805)
                                                                     ----------

     Total  Liabilities  and  Stockholders'  Equity  (Deficit)       $1,868,975
                                                                     ==========
</TABLE>


                See accompanying notes to financial statements.


<PAGE>
                            COLE COMPUTER CORPORATION
                            -------------------------
                          Statements of Income (Loss)
                          ---------------------------
                 For the Years Ended December 31, 2001 and 2000
                 ----------------------------------------------

<TABLE>
<CAPTION>
                                                         2001           2000
                                                     -----------    -----------
<S>                                                  <C>            <C>
Revenues                                             $10,996,181    $ 9,287,004

Cost  of  sales                                        9,012,989      8,087,750
                                                     -----------    -----------

  Gross  margin                                        1,983,192      1,199,254
                                                     -----------    -----------

Costs  and  expenses:
  Selling  expenses                                    1,197,591      1,612,317
  General  and  administrative                           735,296      1,127,821
  Impairment  loss                                             -        208,261
  Interest  expense                                       22,629         39,565
                                                     -----------    -----------

    Total  expenses                                    1,955,516      2,987,964
                                                     -----------    -----------

    Income  (loss)  before  income  taxes                 27,676     (1,788,710)

Income  tax  expense  (benefit):
  Income  tax  expense                                     4,500              -
  Income  tax  (benefit)                                  (4,500)             -
                                                     -----------    -----------
                                                               -              -
                                                     -----------    -----------

Net  income  (loss)                                  $    27,676    $(1,788,710)
                                                     ===========    ===========

Income  (loss)  per  common  share:

     Basic  and  diluted  income  (loss)  per        $      0.00    $     (0.16)
     common  share

     Weighted  average  shares  outstanding           15,472,997     10,875,468
</TABLE>


                See accompanying notes to financial statements.





<PAGE>
                            COLE COMPUTER CORPORATION
                            --------------------------
                  Statements of Stockholders' Equity (Deficit)
                  --------------------------------------------
                 For the Years Ended December 31, 2001 and 2000
                 ----------------------------------------------

<TABLE>
<CAPTION>
                                                                               Retained
                          Common  Stock       Treasury  Stock      Paid  in    Earnings
                        Shares     Amount     Shares    Amount      Capital    (Deficit)       Total
                      ----------  -------  ----------   -------   ----------  -----------   ------------
Balance,
<S>                   <C>         <C>      <C>          <C>       <C>         <C>           <C>
December 31, 1999     10,114,400  $10,114           -   $     -   $  802,781  $  (863,714)  $   (50,819)

Shares  sold  for
cash March 2000          328,372      328           -         -      492,230            -       592,558

Shares  sold  for
cash April 2000          171,628      172           -         -      257,270            -       257,442

Shares  issued  for
payment  of  debt
June 2000                250,000      250           -         -      249,750            -       250,000

Shares  issued  for
services                 268,000      268           -         -      401,730            -       401,998

Shares  issued  for
payment  of  debt
December  2000           325,000      325           -         -       99,675            -       100,000

Shares  issued  in
connection  with
investment             4,000,000    4,000           -         -            -            -         4,000

Net  loss                      -        -           -         -            -   (1,788,710)   (1,788,710)
                      ----------  -------  ----------   -------   ----------  -----------   -----------

Balance
December  31,  2000   15,457,400   15,457           -         -    2,303,436   (2,652,424)     (333,531)

Shares  issued  for
compensation              50,000       50           -         -        6,950            -         7,000

Exercise  of  stock
options                  455,000      455           -         -       49,595            -        50,050

Acquisition  of
Treasury  stock                -        -  (4,000,000)   (4,000)           -            -        (4,000)

Net  income                    -        -           -         -            -       27,676        27,676
                      ----------  -------  ----------   -------   ----------  -----------   -----------

Balance
December  31,  2001   15,962,400  $15,962  (4,000,000)  $(4,000)  $2,359,981  $(2,624,748)  $  (252,805)
                      ==========  =======  ==========   =======   ==========  ===========   ===========
</TABLE>

                 See accompanying notes to financial statements.



<PAGE>
                            COLE COMPUTER CORPORATION
                            -------------------------
                            Statements of Cash Flows
                            ------------------------
                 For the Years Ended December 31, 2001 and 2000
                 ----------------------------------------------

<TABLE>
<CAPTION>
                                                         2001           2000
                                                     -----------    -----------
Cash  Flows  from  Operating  Activities:
<S>                                                  <C>            <C>
  Net  income  (loss)                                $    27,676    $(1,788,710)
  Adjustments  to  reconcile  net  income  to  net
    cash provided by (used in) operating activities:
    Stock  issued  for  compensation                       7,000        112,500
    Stock  issued  for  services                               -        289,500
    Depreciation                                          87,452         98,993
    Impairment  loss                                           -        208,261
    Provision  for  bad                                   60,000        105,530
  Change  in  cash  from  operating  assets  and
     liabilities:
    Accounts  receivable  -  trade                         5,784       (170,324)
    Accounts  receivable  -  affiliate                   501,828       (579,170)
    Accounts  receivable  -  other                       (61,500)             -
    Product  warranty  receivable                        (30,755)       (56,429)
    Inventory                                           (116,349)      (180,797)
    Other  current  assets                                11,710        (15,853)
    Accounts  payable                                   (134,790)       587,548
    Accounts  payable  -  affiliate                       (2,921)       810,333
    Accrued  expenses                                    (62,846)       (21,229)
                                                     -----------    -----------

Net cash provided by (used in) operating expenses        292,289       (599,847)
                                                     -----------    -----------

Cash  Flows  from  Investing  Activities:
  Purchase  of  equipment                                (35,806)       (87,971)
  Loan  to  stockholder,  net                            (11,466)             -
                                                     -----------    -----------

    Net  cash  used  in investing activities             (47,272)       (87,971)
                                                     -----------    -----------

Cash  Flows  from  Financing  Activities:
  Payments  on  note  payable  to  bank                        -        (10,000)
  Stock  issued  for  cash                                15,050        749,998
  Proceeds  of  loan  from  director                      35,000              -
  Advances  by  founding  stockholder                          -         69,133
  Principal payments on capital lease obligations        (19,079)       (16,930)
  Principal  payments  on  installment  loans             (4,632)       (66,423)
                                                     -----------    -----------

    Net  cash  provided by financing activities           26,339        725,778
                                                     -----------    -----------

Net  change  in  cash                                    271,356         37,960

CASH,  beginning  of  year                               192,751        154,791
                                                     -----------    -----------

CASH,  end  of  year                                 $   464,107    $   192,751
                                                     ===========    ===========
</TABLE>


                See accompanying notes to financial statements.


<PAGE>


                            COLE COMPUTER CORPORATION
                            Statements of Cash Flows
                                   (Continued)
                 For the Years Ended December 31, 2001 and 2000

<TABLE>
<CAPTION>
                                                         2001           2000
                                                     -----------    -----------
Supplemental  Disclosures  of  Cash  Flow  Information:
<S>                                                  <C>            <C>
  Interest  paid                                     $     22,629   $     40,065
  Income  taxes  paid                                $          -   $          -
</TABLE>

Supplemental  Disclosure  of  Noncash  Investing  and  Financing  Activities:

     During  the  year  ended  December  31, 2001, the Company had the following
     non-cash  transactions:

          During  the  4th quarter of 2001, the Company issued 318,182 shares of
               common  stock  in  connection with a director's exercise of stock
               options  granted  in  2001.  The director paid $0.11 per share in
               accordance with the stock option plan by converting a loan to the
               Company  of $35,000, made in the 4th quarter of 2001, into common
               shares.

          During  the 4th quarter of 2001, the Company acquired 4,000,000 shares
               of  treasury  stock  at a cost of $4,000 by reducing investments.

























<PAGE>
                            COLE COMPUTER CORPORATION
                            -------------------------
                          Notes to Financial Statements
                          -----------------------------
                           December 31, 2001 and 2000
                           --------------------------


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Nature  of  Business
--------------------
Electronic Service Co., Inc. ("ESCI") was formed in November 1991 as an Oklahoma
corporation  for  the  purpose  of acquiring and operating an electronics repair
business.  In 1996, the Company adopted the dba Computer Masters and changed its
business  to  personal  computer  "clone"  hardware assembly, sales, and repair,
utilizing  both  Intel and AMD microprocessors.  The Company changed its name to
Cole  Computer Corporation (the Company) and its state of incorporation (Nevada)
incident  to its reverse acquisition ("reorganization") in 1998.  The operations
of ESCI have since been merged into the operations of Cole Computer Corporation.
The  Company has thirteen retail stores in Oklahoma, Arkansas and Texas, and, in
addition  to  its  retail  business,  sells  to area government agencies, school
districts  and  military  installations.

Cash  and  Cash  Equivalents
----------------------------
Cash  and  cash equivalents include highly liquid investments, which are readily
convertible  into  cash  and  have an original maturity of three months or less.
The  financial  statements  as  of  December  31,  2001  do not include any cash
equivalents.

Allowance  for  Doubtful  Accounts
----------------------------------
An  allowance  for  doubtful accounts is established through a provision for bad
debts  when  management  believes collection of accounts receivable is doubtful.
Accounts  are  written-off against this allowance when all collection efforts by
the  Company  have  been  exhausted.

Accounts  Receivable-Other
--------------------------
Accounts  receivable-other  include  cooperative advertising funds earned by the
Company  from  a major manufacturer of component parts purchased by the Company.
The  Company  earns  cooperative  advertising  funds  based  upon  the volume of
components purchased.  The manufacturer provides this program to its significant
customers  in  return  for  using  its  name  and  logo  on various forms of the
Company's  advertising  programs and efforts.  At December 31, 2001, cooperative
advertising  funds  receivable  from  this  manufacturer  were  $61,500.

Product  Warranty  Receivable
-----------------------------
Products  sold  by the Company are warranted by the manufacturer, normally for a
period  of  one year from date of purchase.  The Company facilitates fulfillment
of  the  manufacturer's  warranty  by providing its customers with a replacement
product  from  Company  inventory.  The  Company's inventory is replenished upon
receipt  of  the  replacement product from the manufacturer.  As of December 31,
2001,  the  financial statements included $87,184 in product warranty receivable
from  manufacturers.

Inventory
---------
Inventories  include  component  parts,  sub-assemblies and merchandise held for
sale,  and  are  valued  at  the  lower  of  cost or market, using the first-in,
first-out  method.  Obsolete  inventory  is written down to liquidation value as
needed.  Virtually  all  inventory  on  hand  is  component  parts, as completed
computers  are  sold  as  they  are  built.

Property  and  Equipment
------------------------
Property and equipment is carried at cost and consists of vehicle, furniture and
fixtures,  computers  used   for  inventory  control  and  retail  point-of-sale
terminals.  The  Company  reviews property and equipment for impairment whenever
events  or  changes in circumstances indicate the carrying value of an asset may
not  be  fully  recoverable.  Depreciation is determined using the straight-line
method  based  over  their  estimated  useful  lives  of  five  years.

Advertising
-----------
Advertising  costs are charged to operations when incurred. Advertising expenses
for  2001  and  2000  were  $99,215  and  $176,658,  respectively.

Earnings  Per  Common  Share
----------------------------
Earnings  (loss)  per common share is computed by dividing the net income (loss)
by  the  weighted  average  number  of  common  shares  outstanding.

Diluted  earnings per common share is computed by dividing the net income by the
weighted  average  number  of common shares outstanding, plus potential dilutive
securities.  For  the  year  ended  December  31,  2001, the effect of potential
dilutive  securities  was  insignificant.

Stock  Purchase  Option
-----------------------
The  purchase  option  received in the investment, described in Note 3, is being
accounted  for  under  the  reverse  treasury  stock  method.

Revenue  Recognition
--------------------
The  Company  recognizes  revenue  when  persuasive  evidence  of an arrangement
exists,  delivery  has  occurred,  the sales price is fixed and determinable and
collectibility  is  probable.  Generally, these criteria are met at the time the
product  is  purchased  by  and  delivered  to  the  customer.

Estimates
---------
In  preparing  financial  statements, management makes estimates and assumptions
that  affect the reported amounts of assets in the balance sheet and revenue and
expenses  in  the  income  statement.  Actual  results  could  differ from those
estimates.

Reclassifications
-----------------
Certain  reclassifications  have  been  made to the 2000 financial statements to
conform  to  the  2001  presentation.

NOTE  2  -  MANAGEMENT  AGREEMENT

In May 2001, the Company expanded its management agreement with the shareholder,
major vendor and board member referred to in Note 6. This expanded agreement now
includes  operational  controls  over all Company stores, store inventory levels
and  Company  payment  obligations  to  suppliers. In January 2002 the agreement
between  the  Company  and the company owned by the shareholder and major vendor
was  amended  with  a  novation  between  the  parties.  See  Note 6 for further
discussion.

NOTE  3  -  INVESTMENT

During  December  2000,  the Company issued 4,000,000 shares of its common stock
and  a  purchase  option  in  exchange  for  1,000,000 shares of Golden Alliance
Assurance Corporation ("GAAC"), a Nevada Corporation. The purchase option allows
the  Company the right to buy back its shares for $0.001 per share or $4,000 for
a period beginning January 1st and expiring in 360 days or December 26, 2001. No
cash  was  issued  as  a  result  of  this  transaction.  GAAC  entered  into an
irrecoverable  agreement option and acquired an Argentine insurance company. The
Company  valued the transaction at $4,000 and will account for its investment in
GAAC  under  the  cost  method.

The  Company  entered  into a consulting agreement to provide GAAC with hardware
and  software  for  $10,000 per month for a term of 1 year. The agreement can be
cancelled  with  30  days  notice.

During  December 2001, the Company exercised its stock purchase option with GAAC
and reacquired the 4,000,000 shares at a cost of $4,000, which are accounted for
as  treasury  stock  as of December 31, 2001.  As the original exchange of stock
with  GAAC  was  accounted  for  as a non-monetary transaction, the basis of the
Company's  investment  in  GAAC  was  reduced  to  $0  in  connection  with  the
acquisition of the treasury stock. The Company's consideration to GAAC of $4,000
required  by  the  purchase option was offset against $60,000 of fees accrued in
connection  with  their  consulting  agreement with GAAC.  No funds were paid by
GAAC  for  the  consulting  arrangement  and the remainder due from GAAC on this
agreement  has  been  fully  reserved  as  a  bad  debt.

NOTE  4  -  THEFT  LOSS

In  May  1999,  the  Company  incurred  losses  from  shipping  goods to various
locations,  relying   on  stolen   credit  card  numbers.   The  thefts  were  4
transactions,  totaling  $127,755  in  retail  value  and  $105,530  in  cost of
inventory.  The  Company  reimbursed  the  clearing  bank  (Banc One) after they
demanded the money back after paying charges.  The criminals were caught and the
Company  expects  to collect either by an insurance claim or a claim against the
clearing  bank  for  monies  not  refunded in restitution by the criminals.  The
Company has not collected any monies as of December 31, 2001 or through the date
of this report and is involved in legal proceedings to collect the full value of
this  asset.  In  December  2000,  the  Company  recorded  a reserve of the full
balance.

NOTE  5  -  IMPAIRMENT  LOSS

The  Company  was  rewarded  a  5-year  federal  General Services Administration
contract  to  supply  computer  systems  to the government agencies and military
bases  in  February  2000. In connection with seeking this contract, the Company
incurred $236,645 in salary and travel costs that were capitalized. The deferred
contract  costs  will  be amortized using the straight-line method over a 5-year
period.  In  December  2000,  Management  determined that an impairment occurred
based  on  sales  volume and gross margins under this contract. Accordingly, the
Company  has  written  off  the  unamortized  portion  of  the  asset.

NOTE  6  -  RELATED  PARTY  TRANSACTIONS

During 1999, a shareholder, major supplier and member of the Board of Directors,
loaned the Company $250,000.  During the 2nd quarter of 2000, the Company issued
250,000  shares  of  common stock valued at $1.00 per share to a shareholder and
member  of  the  Board  of Directors in settlement of the $250,000 note payable.

During  the  4th  quarter  in 2000, the Company entered into an agreement with a
shareholder,  major  supplier  and member of the Board of Directors, whereby the
shareholder would provide warehousing operations and obtain a $1 million line of
credit  with  a  third party vendor.  Under the agreement, the Company purchases
products  from  a third party vendor and sells those products to a subsidiary of
the  shareholder  at  cost  and  then  repurchases products at a 4% mark-up from
another subsidiary of the shareholder for resale.  The Company has the option to
purchase the warehouse operations for $500,000 and $1,000,000 of common stock at
fair  market  value.  The  agreement continues until one of the parties gives 60
days  notice.  Under  this  program  the  Company  had  sales  of $1,713,136 and
purchases  of  $1,653,136  to the Company owned by the shareholder and member of
the  Board  of  Directors.

In  the  3rd  quarter of 2001, this shareholder and major supplier completed his
one  year  term of service on the Board of Directors and elected not to serve on
the Board for a further period.  During 2001 the Company purchased $4,334,369 of
product  from  a  third  party  vendor that was sold to the company owned by the
shareholder  and major supplier.  Additionally, the financial statements include
accounts  receivable from this affiliate of $77,342 and accounts payable to this
affiliate  of  $807,412.  In  January 2002 the subsidiary company from which the
Company  repurchases products ceased operations in Oklahoma.  The parent company
of this subsidiary (owned by the shareholder and major supplier) and the Company
executed a novation to the their existing agreement, whereby the shareholder and
major  supplier's company assumed contractual responsibility for warehousing and
store  operations  previously  provided  by the subsidiary company. Although the
contractual responsibility of the shareholder and major supplier's company is to
provide  warehousing  and  store  operations,  effective with this novation, the
Company  assumed  operational  management of the warehouse and store operations.

During  2000  and  1999,  the majority stockholder made advances to the Company.
The  notes  attach  no  collateral,  are  repayable  on  demand, and carry a 12%
interest  rate.  During  the 4th quarter 2000, the Company issued 325,000 shares
of  common  stock  valued  at  $0.31  per  share  to the majority stockholder in
settlement  of  a  $100,000  note  payable.

During  2001, the majority stockholder received advances from the Company in the
amount  of  $7,605.  At December 31, 2001, the Company had a net receivable from
the  majority  stockholder   for  $472,  which  included  $7,605  due  from  the
stockholder  and  $7,133  due to the stockholder.  These advances are unsecured,
due  upon  demand  of  either  the Company or founding stockholder, and carry an
interest  rate  of  12%.

During  2001,  a director of the Company exercised an option to purchase 342,500
shares  of  Company  common  stock for $37,675 in accordance with a stock option
plan  established  in  September  2001  (See  Note  10).

NOTE  7  -  NOTE  PAYABLE

As  of December 31, 2001, the Company has a $90,000 note payable to a bank.  The
note,  which  is  collateralized by accounts receivable and inventory, is due on
demand  and bears interest at a variable rate as established by the lender based
upon  the  prime rate.  As of December 31, 2001, the effective interest rate was
5.75%.

NOTE  8  -  LONG-TERM  DEBT  AND  CAPITAL  LEASE  OBLIGATIONS

Long-term  debt  and  capital  lease  obligations  consists  of the following at
December  31,  2001:

<TABLE>
<CAPTION>
          Note  payable  to  finance company,
          payable in monthly installments of
          $386, including  interest  at 13.5%,
<S>                                                                <C>
          secured  by  equipment                                   $  4,331

          Capitalized  equipment  lease,  due
          in monthly installments of $1,427
          including interest  at  20%,  maturing
          May  2003,  and  collateralized  by  equipment             20,907

          Capitalized  equipment  lease, due in
          quarterly installments of $4,755 including
          interest  at  12%,  maturing  March  2005,
          and  collateralized  by  equipment                         48,866
                                                                  ---------

                                                                     74,104
          Less:  current  portion                                   (30,044)
                                                                  ---------

                                                                  $  44,060
                                                                  =========
</TABLE>

The  long-term  principal portion is due as follows: $22,971 in 2003, $16,588 in
2004  and  $4,501  in  2005.

NOTE  9  -  INCOME  TAXES

A  reconciliation  of  the  statutory  federal income tax amount to the recorded
expense  is  as  follows:

<TABLE>
<CAPTION>
                                                      2001            2000
                                                   ---------          ----
<S>                                                <C>                <C>
Income  before  federal  taxes                     $  27,676          $  0

Expected  income  tax  at  statutory  rate             4,500             0
Net  operating  loss  carryforward  utilized          (4,500)            0
                                                   ---------          ----

Income  tax  expense  recorded                     $       0          $  0
                                                   =========          ====
</TABLE>

As  of  December 31, 2000, the Company had a net operating loss carry forward of
approximately  $2,324,500,  which  expires $195,500 in 2018 and $340,000 in 2019
and  $1,789,000  in  2020.

NOTE  10  -  STOCK  OPTIONS

The  Company  established a stock option plan effective September 1, 2001, which
allows  current  (and  certain  former) employees, officers and directors of the
Company  to  acquire  shares of the Company's authorized common stock.  The plan
offers  participants  an  option to purchase shares of Company common stock at a
fixed  price  of $.11 per share for a period of five years from the inception of
the  plan.  The  number  of shares available to each individual is determined by
the  length  of service to and position with the Company, including service with
the  Company's predecessor company, ESCI, up to the date of the plan.  The Board
of  Directors,  upon  giving  90  days  notice,  reserves the right to modify or
discontinue the plan based upon business necessity.  During 2001, 455,000 common
shares  were  granted  to  participants in the plan and exercised for $50,050 in
accordance  with  the  terms and conditions of this plan.  There were no options
outstanding  in  connection  with  this  plan  as  of  December  31,  2001.

As  of  December 31, 2001, there were 20,000 common share options outstanding to
purchase  Company  stock  at $1.50.  These options are exercisable anytime until
November 1, 2002, when they expire.  The fair value of these options at the date
of  grant was not material.  Stock options issued to employees are accounted for
using  the  intrinsic  value  method.

NOTE  11  -  OPERATING  LEASES

The  Company  has  13  retail  stores and one corporate office.  Leases on these
spaces  vary  in cost and term.  Rent expense for 2001 and 2000 was $168,364 and
$152,675,  respectively.   Net  minimum  lease  payments  due  are  as  follows:
$191,200  in  2002,  $120,900  in  2003,  $43,500  in  2004  and $3,100 in 2005.

NOTE  12  -  SUPPLEMENTAL  DISCLOSURE  OF  NON-CASH  TRANSACTIONS

During  the year ended December 31, 2000, the Company had the following non-cash
transactions:

     -  During  the  1st  quarter  of  2000, the Company issued 58,000 shares of
        common stock  for  services  valued  at  $1.50  per  share.

     -  During  the  2nd  quarter  of 2000, the Company issued 135,000 shares of
        common  stock  for  services  and  75,000 shares  of  common  stock  for
        compensation valued  at  $1.50  per  share.

     -  During the 4th quarter 2000, the Company issued 325,000 shares of common
        stock  valued  at  $0.31  per  share  to  the  majority  stockholder  in
        settlement of $100,000  note  payable.

     -  During  the  4th  quarter  2000,  the Company issued 4,000,000 shares in
        connection  with  an  investment.

NOTE  13  -  MAJOR  VENDORS

In  2000 the Company had two vendors that accounted for more than 10% of cost of
sales.  Company A accounted for 40% ($3,918,000) and Company B accounted for 27%
($2,592,000).  In  2001  one vendor accounted for approximately 90% ($8,100,000)
of  the  cost  of  sales.

One  customer  accounted for 16% total sales in 2000.  No customer accounted for
sales  greater  than  10%  in  2001.

NOTE  14  -  SUBSEQUENT  EVENT

In  January  2002,  the Company borrowed $300,000 from the affiliated company in
Note  6.  This  unsecured note bears interest at a rate of 12% and is payable in
monthly installments of $4,000 for 24 months, with the remainder of $204,000 due
and  payable  on  December  24,  2004.

NOTE  15  -  GOING  CONCERN  CONSIDERATIONS

Management  is  currently  negotiating  with  a third party on a debt and equity
investment  in  the  Company.  This investment would be used to increase working
capital  and  fund  expansion  of  the  Company's  retail  outlets.


















<PAGE>
Item  8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting and
          Financial  Disclosure.
          ----------------------------------------------------------------------

         None.

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with  Section  16(a)  of  the  Exchange  Act.
        ------------------------------------------------------------------------

Identification  of  Directors  and  Executive  Officers.
--------------------------------------------------------

     The  following  table sets  forth the names of all  current  directors  and
executive  officers  of the  Company.  These  persons  will serve until the next
annual  meeting  of  stockholders  (held in July of each  year)  or until  their
successors are elected or appointed and qualified, or their prior resignation or
termination.

<TABLE>
<CAPTION>
                                                    Date  of       Date  of
                           Positions               Election or   Termination
  Name                     Held                    Designation   or  Resignation
  ----                     ----                    -----------   ---------------
<S>                        <C>                         <C>           <C>
Homer  O.  Cole  III       Director                    12/98             *
                           CEO                         12/98             *
                           President                                 03/00

Cynthia  A.  Cole          Director                    12/98             *
                           Corporate  Secretary        12/98             *
                           Chief Financial Officer     12/98         10/00

Eddy  Littlejohn           Chief Financial Officer     10/00             *

S.F.  Hartley,             Director                    12/98             *
D.P.M.                     Chairman                    03/00             *

John  L.  Ruth             President                   04/00             *
                           Director                    04/00             *
                           Chief Operating Officer     04/00             *

Dr.  Yin-Chang  Liu        Director                    07/00             *
</TABLE>


     *  This  person  presently  serves  in  the  capacities  indicated.


Business  Experience.
---------------------

     Homer O. Cole III.  Mr.  Cole is 46 years of age and is a Director  and the
CEO of the Company.  Mr.  Cole's work  experience  includes  serving as Computer
Masters  Chief  Executive  Officer  since  1991.  Mr. Cole has years of previous
experience  as a Service  Manager for  several TV and  appliance  companies  who
maintained  a leading  presence  based on quality  service and  integrity in the
Oklahoma  markets.  The  Archbishop  of Oklahoma  City and the  President of St.
Gregory's  University  selected  Mr.  Cole  as  a  founder  of  the  University.

     Cynthia A.  Cole.  Ms.  Cole is 39 years of age and is a  Director  and the
Secretary of the Company.  Ms. Cole has served as President of Computer  Masters
since 1991.  Ms. Cole received a nursing degree from Rose State College and is a
registered  nurse.  Ms.  Cole  performs  many  charitable  services  within  the
community  and  is  involved  in  her  community  church.

     Eddy  Littlejohn.  Mr.  Littlejohn  is 42 years of age and is the Company's
Chief Financial  Officer.  Mr. Littlejohn joined the Company in August 1999. Mr.
Littlejohn  has over 15 years of accounting and  management  experience.  He has
served as Controller  for 2  transportation  companies  and a  telecommunication
company. His expertise in all processes of an internal accounting department was
used to increase  productivity  and profits of those companies.  Mr.  Littlejohn
earned a Bachelors  degree in Accounting from the University of Science and Arts
of  Oklahoma  and  is  a  CPA  (Certified  Public  Accountant).

     S.F. Hartley,  D.P.M. Dr. Hartley is 57 years of age and is the Chairman of
the Board of  Directors  and a Director of the Company.  He is a well  respected
podiatrist in Houston,  Texas,  owns five (5) podiatry clinics and is a co-owner
of three (3) surgery  centers in the greater  Houston  area.  In  addition,  Dr.
Hartley is a shareholder and Board of Director member of a national company that
owns  seventy-two  (72) podiatry clinics across the U.S. Dr. Hartley is on staff
at several  hospitals  and also serves as the  National  Representative  for the
State of Texas on the National  Podiatry  Board.  Dr. Hartley is also a Board of
Director  member  for  several  commercial  banking  institutions.

     John L.  Ruth.  Mr.  Ruth is 48  years  of age and is the  President  and a
Director  of the  Company.  In April  1999,  Lt.  Col.  John L. Ruth  joined the
Company. Mr. Ruth had a decorated, 22 year career in the United States Air Force
with  his  with  his last assignment as the Director of Logistics, 72nd Air Base
Wing  at  Tinker  AFB  in  Oklahoma.  Lt.  Col.  Ruth had direct  responsibility
for  the $7 Billion  supply  and  equipment  accounts  at  Tinder  AFB and  held
management responsibility  for the $200 Million annual General Support  Division
stock  fund  budget.  He had direct  oversight  of over 500 Tinker AFB  civilian
and  military  personnel.   Lt.  Col.  Ruth   received  numerous  commendations,
decorations  and  awards  including the  Meritorious  Service Medal with two oak
leaf  clusters  and the Air Force Commendation Medal with two oak leaf clusters.
He is a graduate  of the Air Command and Staff  College.  Lt.  Col.  Ruth earned
a  Masters   degree   in  Human  Relations/Organizational   Behavior  from   the
University  of  Phoenix,  Salt  Lake  City,  Utah  and  a Bachelor's  degree  in
Business  Administration/Marketing  from  Florida  State  University.  Lt.  Col.
Ruth  is  married,  the  father  of  one   daughter  and   is  a  well-respected
community  and  church  leader.

     Dr. Yin-Chang Liu. Dr. Liu is 49 years of age and has a B.S. M.S. and Ph.D.
in Chemical  Engineering.  Dr. Liu has held  positions  with  Helipump Inc. as a
Research  Engineer,  Senior  Engineer,  Chief  Engineer  and Vice  President  of
Engineering. He has also held positions as President and Chief Executive Officer
of CTX  International.  Dr. Lui currently  serves on the Boards of Lasertech and
Alorica  Inc.  and  as  a  Special  Consultant  at  Smile  International.

Family  Relationships.
----------------------

     With the  exception  that Homer O. Cole III and Cynthia A. Cole are husband
and wife, and that Dr. S.F.  Hartley is the uncle to Cynthia A. Cole,  there are
no family  relationships  between any  directors  or  executive  officers of the
Company,  either  by  blood  or  by  marriage.

Involvement  in  Certain  Legal  Proceedings.
---------------------------------------------

     During the past five years, no present or former director, person nominated
to become a  director,  executive  officer,  promoter  or control  person of the
Company:

(1)  Was a general  partner or  executive  officer of any business by or against
     which any bankruptcy petition was filed, whether at the time of such filing
     or two  years  prior  thereto;

(2)  Was  convicted in a criminal  proceeding  or named the subject of a pending
     criminal  proceeding  (excluding  traffic  violations  and  other  minor
     offenses);

(3)  Was  the  subject  of any  order,  judgment  or  decree,  not  subsequently
     reversed,  suspended  or  vacated,  of any court of competent jurisdiction,
     permanently  or  temporarily  enjoining  him from or otherwise limiting his
     involvement  in  any type of business, securities or banking activities; or

(4)  Was found by a court of competent  jurisdiction in a civil action or by the
     Securities  and  Exchange  Commission  or  the  Commodity  Futures  Trading
     Commission  to have violated any federal or state securities or commodities
     law,  and  the  judgment  has  not  been  reversed,  suspended, or vacated.


Compliance  with  Section  16(a)  of  the  Exchange  Act.
---------------------------------------------------------

     To the knowledge of management, required reports under Section 16(a) of the
1934  Act have  been  timely  filed by the  directors,  executive  officers  and
"affiliates"  of  the  Company.


Item  10.  Executive  Compensation.
           ------------------------

The following table sets forth the aggregate compensation paid by the Company to
its  chief executive officer for services rendered during the periods indicated:


SUMMARY  COMPENSATION  TABLE

                             Long Term Compensation

                       Annual Compensation Awards Payouts
<TABLE>
<CAPTION>
                                                         Secur-
                                        Other            ities           All
Name  and    Year  or                   Annual   Rest-   Under-   LTIP   Other
Principal    Period      Salary  Bonus  Compen-  ricted  lying    Pay-   Comp-
Position     Ended      ($)     ($)     sation   Stock   Options  outs   ensation
---------------------------------------------------------------------------------
<S>          <C>        <C>        <C>     <C>   <C>         <C>    <C>      <C>
Homer  O.    12/31/99   $63,127    0       0     18,200      0      0        0
Cole,  III   12/31/00   $87,000    0       0          0      0      0        0
CEO  &       12/31/01   $78,000    0       0          0      0      0        0
Director
</TABLE>

Bonuses  and  Deferred  Compensation.
-------------------------------------

     None,  unless  included  in  the  foregoing  table.

Compensation  Pursuant  to  Plans.
----------------------------------

     None,  unless  included  in  the  foregoing  table.


Pension  Table.
---------------

     None;  not  applicable.

Other  Compensation.
--------------------

     None,  unless  included  in  the  foregoing  table.


Compensation  of  Directors.
----------------------------

     In  accordance  with  the  stock  option  plan  discussed in Note 10 to the
financial  statements,  all  Directors of the Company receive for serving on the
Board  of  Directors  of  the  Company, 6,250 shares of the Company per quarter,
providing  the  Director  is  present  at the Shareholders Meeting and available
throughout  the  quarter,  plus  any  actual  expenses  incurred.

Employment  Contracts.
----------------------

     The  Company  has  entered into  Employment  Agreements  with John Ruth and
Eddy  Littlejohn.   The  Employment  Agreements  prohibit  the  executives  from
engaging  in  or advising, either directly or indirectly,  any business which is
substantially  competitive  with  any  business  then  actively  conducted.  The
Employment  Agreements provide that the Company will have the right to terminate
any  executive's  employment,  and that any executive will have the right at any
time  to  terminate  his  employment  with  the  Company  under  the  Employment
Agreements. The Company will provide an executive with the following benefits in
the event of  termination by the Company other than for cause (as defined in the
Employment  Agreements)  or by the  executive for good reason (as defined in the
Employment Agreements): (I) a lump-sum payment in an amount of two months salary
in  effect  on  the  date  of  termination and (II) other benefits are required.


Termination  of  Employment  and  Change  of  Control  Arrangements.
--------------------------------------------------------------------

     Except as indicated above, there are no employment contracts,  compensatory
plans or arrangements,  including payments to be received from the Company, with
respect to any director or executive  officer of the Company  which would in any
way result in  payments to any such  person  because of his or her  resignation,
retirement  or  other   termination  of  employment  with  the  Company  or  its
subsidiaries,  any change in control of the Company, or a change in the person's
responsibilities  following  a  change  in  control  of  the  Company.

Item  11.  Security  Ownership  of  Certain  Beneficial  Owners  and Management.
--------------------------------------------------------------------------------

     The following  table sets forth the share holdings of those persons who own
more than five  percent  of the  Company's  common  stock as of the date of this
Report:
<TABLE>
<CAPTION>
                              Percentage                    Number
Name  and  Address            of  Class         of  Shares  Beneficially  Owned
----------------              ----------        -------------------------------
<S>                               <C>                        <C>
Homer  O  &
Cynthia  A.  Cole                 42%                        5,019,275
11711  South  Portland
Oklahoma  City,  OK  73170
</TABLE>

     Each of these  individuals or entities has sole investment and voting power
with  regard  to  the  securities  listed  opposite  his,  her  or  its  name.

     Security  Ownership  of  Management.
     ------------------------------------

     The following table sets forth the shareholdings of the Company's directors
and  executive  officers  as  of  the  date  of  this  Report:
<TABLE>
<CAPTION>
                              Percentage                    Number
Name  and  Address            of  Class         of  Shares  Beneficially  Owned
----------------              ----------        -------------------------------
Homer  O.  and
<S>                               <C>                        <C>
Cynthia  A.  Cole                 42%                        5,019,275(1)
11711  South  Portland
Oklahoma  City,  OK  73170

S.F.  Hartley,  D.P.M.             *                           440,500
2201  Juanita  Lane
Deer  Park,  TX  77536

Kam  Mar                           *                           162,500
1110  Volante  Drive
Arcasia,  CA  91007

John  L.  Ruth                     *                           150,200
6201  S  E  56th  Street
Oklahoma  City,  OK  73130

Dr.  Yin-Chang  Liu                *                                 0

Eddy  Littlejohn                   *                             7,500

All  directors  and  executive
officers  as  a  group  (7)       48.317%                    5,779,975
</TABLE>


*    Less  than  one  percent

(1)  Cynthia A. Cole is the registered owner of 196,275 shares and Homer O. Cole
     is  the registered owner of 123,000 shares and Cynthia A. and Homer O. Cole
     are  the  registered  owners  of  4,700,000 shares. All of these shares are
     considered  to  be  beneficially  owned  by  both.

     See Part III,  Item 9, for  information  concerning  the  offices  or other
capacities  in  which  the  foregoing  persons  serve  with  the  Company.

Changes  in  Control.
---------------------

     To the  knowledge  of  the  Company's  management,  there  are  no  present
arrangements or pledges of the Company's securities which may result in a change
in  control  of  the  Company.

Item  12.  Certain  Relationships  and  Related  Transactions.
           ---------------------------------------------------

Transactions  with  Management  and  Others.
--------------------------------------------

     There have been no material transactions, series of similar transactions or
currently proposed transactions, to which the Company or any of its subsidiaries
was  or  is  to  be a party, in which the amount involved exceeds $60,000 and in
which  any director or executive officer, or any security holder who is known to
the  Company  to  own  of  record  or beneficially more than five percent of the
Company's  common  stock,  or  any  member of the immediate family of any of the
foregoing  persons,  had  a  material  interest.

Certain  Business  Relationships.
---------------------------------

    There  have been no material transactions, series of similar transactions or
currently proposed transactions, to which the Company or any of its subsidiaries
was  or  is  to  be a party, in which the amount involved exceeds $60,000 and in
which any director or executive officer,  or any security holder who is known to
the  Company  to  own of record or  beneficially  more than five  percent of the
Company's  common  stock,  or  any member of the  immediate family of any of the
foregoing  persons,  had  a  material  interest.

Indebtedness  of  Management.
-----------------------------

     There have been no material transactions, series of similar transactions or
currently proposed transactions, to which the Company or any of its subsidiaries
was  or  is  to  be a party, in which the amount involved exceeds $60,000 and in
which any director or executive officer,  or any security holder who is known to
the  Company  to  own of record or  beneficially  more than five  percent of the
Company's  common  stock,  or  any member of the  immediate family of any of the
foregoing  persons,  had  a  material  interest.

Parents  of  the  Issuer.
-------------------------

     None;  not  applicable.

Transactions  with  Promoters.
------------------------------

     Except as indicated above, there have been no material transactions, series
of similar transactions,  currently proposed transactions,  or series of similar
transactions,  to which the Company or any of its subsidiaries was or is to be a
party, in which the amount involved exceeds $60,000 and in which any promoter or
founder,  or any member of the immediate family of any of the foregoing persons,
had  a  material  interest.


Item  13.  Exhibits  and  Reports  on  Form  8-K.*
           ---------------------------------------

Reports  on  Form  8-K
----------------------

     No 8-K Current Reports were filed by the Company during the last quarter of
the  year  ended  December  31,  2001.

Exhibits*

          (i)
                                               Where  Incorporated
                                                 in  this  Report
                                                 ----------------

Registration  Statement  on  Form  10-SB**           Part  I


Proxy  Statement  dated  July  27,  2001**           Part  I


          (ii)

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

None

*    Summaries  of all  exhibits  contained  within this Report are  modified in
     their  entirety  by  reference  to  these  Exhibits.

**   These  documents  and related  exhibits have  been  previously  filed  with
     the Securities and Exchange   Commission  and  are  incorporated  herein by
     reference.


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its  behalf  by  the  undersigned,  thereunto  duly  authorized.

                                    COLE  COMPUTER  CORPORATION


Date:  4/12/02                      By/s/  Homer  O.  Cole  III
                                      -------------------------------
                                      Homer  O.  Cole  III,  Director
                                        and  CEO


Date:  4/12/02                        By/s/  Cynthia  A.  Cole
                                        -----------------------------
                                        Cynthia  A.  Cole,  Director
                                          and  Secretary


Date:  4/12/02                        By/s/Eddy  Littlejohn
                                        -----------------------------
                                        Eddy  Littlejohn
                                          Chief  Financial  Officer


Date:  4/12/02                        By/s/  S.  F.  Hartley,  D.P.M.
                                        -----------------------------
                                        S.  F.  Hartley,  Director
                                          and  Chairman of the  Board

Date:  4/12/02                        By/s/  John  L.  Ruth
                                        -----------------------------
                                        John L. Ruth,  President  and
                                           Director