UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-KSB

  X Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
                                  Act of 1934
                  For the fiscal year ended: December 31, 2002
                                       or
      Transition Report Pursuant to Section 13 or 15 (d) of the Securities
                              Exchange Act of 1934

                        Commission File Number: 0-23819

                            COLE COMPUTER CORPORATION
                 (Name of small business issuer in its charter)

          Nevada                                               76-0547762
(State of incorporation)                                (I.R.S. Employer ID no.)

                            5577 Northwest Expressway
                          Oklahoma City, Oklahoma 73132
              (Address of Principal Executive Offices) (Zip Code)
         Issuer's telephone number, including area code: (405) 721-7600

                                      N/A
                          (Former Name of Registrant)

          Securities registered pursuant to Section 12(b) of the Act:
                                      None

          Securities registered pursuant to Section 12(g) of the Act:
                    Common Stock (par value $0.001 per share)
                                (Title of Class)

Check  whether  the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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 at least the past 90
days.  Yes  [X]  No  [ ]

Check  if  there  is  no disclosure of delinquent filers pursuant to Item 405 of
Regulation  S-B  contained  herein,  and  will  not 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.  [ ]

Revenues  of  issuer  for  its  most  recent  fiscal  year:  $8,095,010

Aggregate market  value  of  voting stock held by non-affiliates as of April 14,
2003:  $344,867  (3,831,860  shares  at  $0.09  per  share).

Shares  of  Common  Stock  outstanding  as  of  April 14,  2003:  15,387,400.


<PAGE>

                            COLE COMPUTER CORPORATION
                        2002 ANNUAL REPORT ON FORM 10-KSB
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
PART  I

Item  1.  Description  of  Business                                            1

Item  2.  Description  of  Properties                                          4

Item  3.  Legal  Proceedings                                                   5

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders          5

PART  II

Item  5.  Market  for  Registrant's  Common  Equity
  and  Related  Stockholder  Matters                                           6

Item  6.  Management's  Discussion  and Analysis or Plan of Operations         7

Item  7.  Financial  Statements                                                9

Item  8.  Changes  in  and  Disagreements  with  Accountants
  on  Accounting  and  Financial  Disclosure                                  25

PART  III

Item  9.  Directors, Executive  Officers Promoters  and Control Persons;
  Compliance  with  Section  16(a)  of  the  Exchange  Act                    25

Item  10. Executive  Compensation                                             28

Item  11. Security  Ownership  of  Certain  Beneficial  Owners
  and  Management and  Related  Stockholder  Matters                          31

Item  12. Certain  Relationships  and  Related  Transactions                  33

Item  13. Exhibits  and  Reports  on  Form  8-K                               35

Item  14. Controls  and  Procedures                                           35

SIGNATURES                                                                    36




<PAGE>
                                     PART I

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 multistate 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.

     At  December  31,  2002  the Company operated twelve (12) 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. Subsequent to year-end three of these locations were closed.
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.

                                        1
<PAGE>

     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."

     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
WalMart  strategy.  Further,  the  Company will build on its "Heartland" success
with  a  low  overhead  retail  operation of a Radio Shack style storefront. 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 HewlettPackard (HP)
compete  against Cole in the prebuild 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.

     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.

                                        2
<PAGE>

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.  3430968 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  nonaffiliates)  of  $25,000,000 or more.  The
Company  is  a  "small  business  issuer,"  based  upon  these  guidelines.

     On  the  effectiveness  of the Company's Form 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; 8K 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  3a511 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 15g2 of the Securities and
Exchange  Commission  require  broker/dealers dealing in penny stocks to provide

                                        3
<PAGE>

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 15g9 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.

     32  full  time  employees,  and  three  part-time  employees.


Item  2.  Description  of  Property.

     Computer  Masters has twelve stores and a corporate office occupying office
space  in  one  store.

<TABLE>
<CAPTION>
     Store  Number            Square  Footage              Term Expires
     -------------            ---------------              ------------
<S>                           <C>                          <C>
      1*                       1,200  sq.  ft.             Sept 2004

      2                        1,400  sq.  ft.             Jan  2003

      3                        1,500  sq.  ft.             May  2004

      4                        3,200  sq.  ft.             Oct  2007


                                        4
<PAGE>

      5*                       1,200  sq.  ft.             Monthly

      6                        1,000  sq.  ft.             June  2003

      7                        1,500  sq.  ft.             Feb  2004

      9                          900  sq.  ft              May  2004

     10                        1,000  sq.  ft.             Sept 2003

     11                        1,000  sq.  ft.             Sept 30, 2004

     12*                       1,400  sq.  ft.             Monthly

     14                        2,200  sq.  ft.             Dec  2005

     TOTAL:                   17,500  sq.  ft.
</TABLE>

*  These  stores  were  closed  subsequent  to  year-end.

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 July 1, 2002,
respecting  resolutions  of  the Board of Directors to elect a director, and the
ratification of independent accountants.  The meeting was held July 27, 2002 but
failed  to  produce a quorum to fulfill the purpose of the shareholders meeting.
A  proxy  was  again  mailed out on or about November 27, 2002. The shareholders
meeting  was  reconvened  again  on  December  14,  2002.

     The  matters  voted  upon  and  the  voting  results  are summarized below.

<TABLE>
<CAPTION>
                                                                 Abstain/
                                           For       Against     Withheld       Unvoted
                                           ---       -------     --------       -------
1.  Election  of  Director
<S>                                     <C>          <C>          <C>         <C>
    John  R.  Ruth                      7,896,626         0       14,100      8,626,674
2.  Ratifying  the  selection  of
    Hogan  &  Slovacek  as
    independent  auditors               7,856,626    51,500        2,600      8,626,674
</TABLE>

                                        5
<PAGE>

                                    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.OB".  The common stock is thinly traded and no assurance can be given that
any market for the Company's common stock will be maintained.  The following bid
quotations  reflect  inter-dealer  prices without adjustment for retail markups,
markdowns,  or  commissions  and  may  not  reflect  actual  transactions.

Stock  Quotations
<TABLE>
<CAPTION>
                                         2002                 2001
                                         ----                 ----
     Quarter Ended                  High      Low         Low       High
     -------------                  ----      ---         ---       ----
<S>                                <C>        <C>        <C>        <C>
     March  31                     $0.57      $0.28      $0.45      $0.20

     June  30                      $0.49      $0.14      $0.27      $0.14

     September  30                 $0.28      $0.12      $0.31      $0.12

     December  31                  $0.27      $0.06      $0.55      $0.24
</TABLE>

Holders.

     The number of record holders of the Company's common stock as of  April 14,
2003,  was  approximately  345.

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.






                                        6
<PAGE>

Item  6.  Management's  Discussion  and  Analysis  or  Plan  of  Operation.

     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.

     The Company incurred a net loss for the fiscal year ended December 31, 2002
of  ($479,378)  as  compared  to net income of $27,676 for the fiscal year ended
December 31, 2001. Following is an analysis of the charges comprising this swing
from  a  profit in 2001 to a loss in 2002. At December 31, 2002 we had a deficit
net worth of $(260,418) and negative working capital of ($33,474). These factors
create substantial doubt about our ability to continue as a going concern. These
financial  statements   do   not  include   any   adjustments  relating  to  the
recoverability  and  classification  of  recorded  assets  or  the  amounts  and
classification  of  liabilities  that  might be necessary in the event we cannot
continue  to  exist.

     Revenues  Sales revenues decreased 26% or ($2,901,171) from $10,996,181 for
2001  to  $8,095,010  in  2002.  This  decrease  is  due  primarily to inventory
shortages  incurred  during  the mid portion of 2002 as our primary supplier cut
back  on  deliveries  of merchandise. We have terminated our agreement with this
suppler  and  have  reached a settlement agreement resulting in an extraordinary
gain  of $621,719 before taking into consideration the effect of income taxes of
$248,687. During September of 2002, we entered into a new supply agreement which
we  anticipate  better  pricing  and a better supply of inventory. We anticipate
sales  to  decrease  somewhat  in  2003  from the 2002 level due to the possible
closing  of  certain  unprofitable  retail  locations.

     Cost  of  Sales  decreased  by $2,618,563 or 29% from $9,012,989 in 2001 to
$6,394,426  in  2002.  This decrease is due primarily to a 26% decrease in sales
combined  with  a 3% improvement in gross profit margins from 18% in 2001 to 21%
in  2002.  This  increase  in  gross  profit margins is expected to continued to
improve  as  a  result  of  our  improved  controls over inventory combined with
improved  purchasing  arrangements  which  allow  us  to  buy  inventory at more
competitive  prices.

     Selling  expenses  increased  by $274,573 or 23% from $1,197,591 in 2001 to
$1,472,164  in  2002.  Factors  contributing  to  this  increase include (1) the
addition of one new location (2) the assumptions of warehouse operating expenses
which were previously covered by our former primary supplier and (3) substantial
increases  in store managers salaries. We anticipate selling expenses to decline
in  2003  as  efforts  are  made to cut overhead and with the closing of certain
unprofitable  retail  locations.

     General  and  administrative  expenses  increased  by  $543,214 or 74% from
$735,296  in  2001  to  $1,278,510 in 2002. This increase was due in part to the
payment  of  $49,000  in  out  of  pocket  travel costs and other expense of our
chairman  and  a  $244,203  or  238% increase in legal and accounting costs from
$102,595 in 2001 to $346,798 in 2002. The legal fees were incurred in connection

                                        7
<PAGE>

in  the settlement of various claims and litigation. We believe that both travel
and  legal  and  accounting  costs  will  be  substantially  lower  in  2003.

     Interest  expense  increased  by  $28,378  or  125% from $22,629 in 2001 to
$51,007  in 2002. This increase was due to an increase in interest bearing debt.

     Income  tax  (benefit)  of  ($248,687)  in  2002  reflects the tax benefits
utilized to offset the income tax effects of the extraordinary gain of $621,719.
There  was  no  net  income  tax  benefit  or  expense  in  2001.

     The extraordinary gain in 2002 of $373,032, net of the income tax effect of
$248,687,  was  the  result  of  a settlement of balances due our former primary
supplier  at  a  discount  to  face  value.

     During  September  of 2002, we hired a new chief executive officer. We also
hired  a  new  chief  financial  officer in November of 2002. We believe our new
management team brings a wealth of experience in running efficient operations in
this  industry.  We  anticipate  achieving  better  efficiencies  in  the use of
personnel  and  improved gross profit margins which should help to bring us to a
profitable  level  of  operation  by  the third quarter of this year. Liquidity.

     As  of  December  31,  2002, the Company had $146,218 in cash and a working
capital deficit of ($33,474). We anticipate that sales will decrease in 2003 due
to  the  closing of three retail locations. Even though revenues are anticipated
to  decline,  we  believe that management changes will result in our achieving a
profitable  level  of  operations  by  the third quarter of 2003. We are seeking
additional  vendor financing and are also looking for a strategic merger partner
that  might bring additional sales volumes and operating efficiencies associated
with  a  larger  operation.  Ours  continues  to be a very competitive industry.
















                                        8
<PAGE>

Item  7.  Financial  Statements.
          ----------------------

          Independent  Auditors'  Report

          Balance  Sheet  as  of  December  31,  2002

          Statements  of  Income  (Loss)  for  the  Years  ended
          December  31,  2002  and  2001

          Statements of Stockholders' Equity (Deficit) for the years
          ended  December  31,  2002  and  2001

          Statements  of  Cash  Flows  for  the  years  ended
          December  31,  2002  and  2001

          Notes  to  Financial  Statements
















                                        9

<PAGE>

                          Independent Auditors' Report
                          ----------------------------




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

We  have  audited the accompanying balance sheet of Cole Computer Corporation as
of December 31, 2002, and the related statements of income (loss), stockholders'
equity  (deficit) and cash flows for the years ended December 31, 2002 and 2001.
These  financial  statements are the responsibility of the Company's management.
Our  responsibility is to express an opinion on these financial statements based
on  our  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  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  audits  provide  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all material respects, the financial position of Cole Computer Corporation as of
December  31, 2002, and the results of its operations and its cash flows for the
years  then  ended  December  2002  and  2001,  respectively  in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.

The  accompanying  financial  statements  have  been prepared assuming that Cole
Computer  Corporation  will continue as a going concern.  As discussed in Note 2
to  the financial statements, under existing circumstances, there is substantial
doubt  about  the  ability  of  Cole Computer Corporation to continue as a going
concern  at December 31, 2002.  Management's plans in regard to that matter also
are  described  in  Note  2.   The  financial  statements  do  not  include  any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.




March  24,  2003












                                      10

<PAGE>
                            COLE COMPUTER CORPORATION
                                  BALANCE SHEET
                                December 31, 2002

                                     ASSETS
<TABLE>
<CAPTION>
Current  assets:
<S>                                                                <C>
  Cash                                                             $   146,218
  Accounts  receivable  -  trade,  net  of  allowance  for
    doubtful  accounts  of  $5,000                                     105,800
  Accounts  receivable  -  other                                        15,285
  Product  warranty  receivable                                         45,975
  Inventory                                                            360,639
  Prepaid  expenses                                                     47,275
                                                                   -----------
      Total  current  assets                                           721,192
                                                                   -----------

Property and equipment, less accumulated depreciation of $295,764      218,861
                                                                   -----------

      Total  Assets                                                $   940,053
                                                                   ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current  liabilities:
  Notes  payable                                                   $   102,900
  Current portion of long-term  debt  and  capital  lease
    obligations                                                         72,929
  Accounts  payable  -  affiliate                                      291,644
  Accounts  payable  -  other                                          134,650
  Accrued  expenses                                                    152,543
                                                                   -----------

      Total  Current  Liabilities                                      754,666
                                                                   -----------
Long-term  debt
  Note  payable  to  affiliate                                         338,272
  Long-term  debt  and  capital  lease  obligations
    net  of  current  portion  shown  above                            107,533
                                                                   -----------

                                                                       445,805
                                                                   -----------

      Total  Liabilities                                             1,200,471
                                                                   -----------

Commitments  and  Contingencies                                              -

Stockholders'  Equity  (Deficit):
  10%  cumulative  preferred  stock,  $100  par
  value,  10,000,000  shares  authorized,
  0  shares  issued  and  outstanding                                        -

    Preferred  stock,  no  par  value,  10,000,000
      shares  authorized,  0  shares  issued  and
      outstanding                                                            -

    Common  stock,  $.001  par  value,  80,000,000
      shares  authorized,  19,387,400
      shares  issued  and  outstanding                                  19,387
    Paid  in  capital                                                2,828,321
    Deficit                                                         (3,104,126)
    Less:  treasury  stock,  4,000,000  shares at cost                  (4,000)
                                                                   -----------

      Total  Stockholders  (Deficit)                                  (260,418)

Total  Liabilities  and  Stockholders'  Equity  (Deficit)          $   940,053
                                                                   ===========
</TABLE>

                See accompanying notes to financial statements.

                                      11
<PAGE>

                            COLE COMPUTER CORPORATION
                          STATEMENTS OF INCOME (LOSS)
                 For the Years Ended December 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                      2002             2001
                                                -------------   ---------------
<S>                                             <C>             <C>
REVENUES                                        $   8,095,010   $    10,996,181

COST  OF  SALES                                     6,394,426         9,012,989
                                                -------------   ---------------

     GROSS  MARGIN                                  1,700,584         1,983,192
                                                -------------   ---------------

Costs  and  expenses:
    Selling  expenses                               1,472,164         1,197,591
    General  and  administrative                    1,278,510           735,296
    Interest  expense                                  51,007            22,629
                                                -------------   ---------------

        Total  expenses                             2,801,681         1,955,516
                                                -------------   ---------------

Income  (loss)  before  income  taxes  and
  extraordinary  items                             (1,101,097)           27,676
                                                -------------   ---------------

Income  tax  expense  (benefit):
    Income  tax  expense                                    -             4,500
    Income  tax  (benefit)                           (248,687)           (4,500)
                                                -------------   ---------------

                                                     (248,687)                -
                                                -------------   ---------------

Net income (loss) before extraordinary item          (852,410)           27,676

Extraordinary item - gain on extinguishment
  of debt, net of income tax effect of $248,687       373,032                 -
                                                -------------   ---------------

Net  income  (loss)                             $    (479,378)  $        27,676
                                                =============   ===============

Earnings  per  share:

  Basis  and  diluted  income  (loss)
    before extraordinary items                  $       (0.05)  $          0.00
  Extraordinary  item                                    0.02                 -
                                                -------------   ---------------

  Basic  and  diluted  income  (loss)           $       (0.03)  $          0.00
                                                =============   ===============

  Weighted  average  shares  outstanding           16,949,181        15,472,997
                                                =============   ===============
</TABLE>

                See accompanying notes to financial statements.

                                      12
<PAGE>

                            COLE COMPUTER CORPORATION
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                 For the Years Ended December 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                                        Retained
                            Common Stock            Treasury Stock       Paid in       Earnings
                        Shares       Amount        Shares   Amount       Capital       (Deficit)       Totals
                      ----------   ---------   ----------   ------    -----------     ------------   ----------
Balances,
<S>                   <C>          <C>         <C>          <C>        <C>            <C>            <C>
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  (loss)            -           -            -        -              -          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)

Shares issued for
  services                25,000          25            -        -          7,225               -        7,250

Shares  issued  for
compensation              50,000          50            -        -         14,450               -       14,500

Shares sold for
cash September 2002    2,000,000       2,000            -        -        248,000               -      250,000

Shares issued for
compensation           1,000,000       1,000            -        -        139,000               -      140,000

Shares issued for
  expenses -  as
  adjusted               350,000         350            -        -         48,650               -       49,000

Cost assigned to
  options issued
  under  non-
  statutory stock
  option  plan                 -           -            -        -         11,015                -      11,015

Net income (loss)              -           -            -        -              -         (479,378)   (479,378)
                      ----------   ---------   ----------   ------    -----------     ------------   ----------

Balance,
December 31, 2002     19,387,400   $  19,387   (4,000,000) $(4,000)    $2,828,321      $(3,104,126)  $(260,418)
                      ==========   =========   ==========  =======     ==========      ===========   =========
</TABLE>

                See accompanying notes to financial statements.

                                      13
<PAGE>

                            COLE COMPUTER CORPORATION
                            STATEMENTS OF CASH FLOWS
                 For the Years Ended December 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                      2002             2001
                                                -------------   ---------------
Cash  Flows  from  Operating  Activities:
<S>                                               <C>             <C>
  Net income (loss)                               $ (479,378)     $    27,676
  Adjustments  to  reconcile  net  income
    to  net cash  provided  by  (used  in)
    operating  activities:
    Stock issued for compensation, services,
      and expenses                                   210,750            7,000
    Depreciation                                      94,783           87,452
    Trade payable converted to note payable          136,759                -
    Provision for bad debts                           75,615           60,000
    Equipment impairment                              12,206                -
    Non-cash  compensation  expense  related
      to  stock  option  plan                         11,015                -
    Gain on extinguishment of debt                  (621,719)               -
  Change  in  cash  from  operating  assets
    and  liabilities:
    Accounts receivable                              190,736          415,357
    Inventory                                        313,950         (116,349)
    Prepaid expenses                                 (28,243)          11,710
    Accounts payable                                (804,343)        (137,711)
    Accrued expenses                                  47,223          (62,846)
                                                  ----------      -----------

Net cash provided by (used in) operating
  activities                                        (840,647)         292,289
                                                  ----------      -----------

Cash  Flows  from  Investing  Activities:
  Purchase of Equipment                              (48,013)         (35,806)
  Loan to stockholder, net                                 -          (11,466)
                                                  ----------      -----------

Net cash used in investing activities                (48,013)         (47,272)

Cash  Flows  from  Financing  Activities:
  Stock issued for cash                              250,000           15,050
  Loan proceeds                                      651,172           35,000
  Principal  payments  on  notes and
    capital leases payable                          (330,401)         (23,711)
                                                  ----------      -----------

Net cash provided by financing activities            570,771           26,339
                                                  ----------      -----------

Net change in cash                                  (317,889)         271,356

CASH, beginning of year                              464,107          192,751
                                                  ----------      -----------

CASH, end of year                                 $  146,218      $   464,107
                                                  ==========      ===========
</TABLE>

                See accompanying notes to financial statements.

                                      14
<PAGE>
                            COLE COMPUTER CORPORATION
                      STATEMENTS OF CASH FLOWS (Continued)
                 For the Years Ended December 31, 2002 and 2001


<TABLE>
<CAPTION>
Supplemental Disclosures of Cash Flow Information:
<S>                                                <C>             <C>
  Interest  paid                                   $   50,394      $   22,629
  Income  taxes  paid                              $        -      $        -
</TABLE>

Supplemental  Disclosures  of  Non-cash
  Investing  and  Financing  Activities:

     During  the  year  ended  December  31, 2002, the Company had the following
non-cash  transactions:

     Accounts  payable  totaling  $136,759  was  converted  to  a  note payable.

     In  a series of transactions 1,425,000 shares of the Company's common stock
were  issued  for services, compensation, and expenses. These shares were valued
at $210,750  for  financial  reporting  purposes.

     The  Company  entered  into a settlement agreement with a supplier in which
$959,990  in  notes  and  accounts  payable  were  settled for a cash payment of
$338,271.  This  resulted  in  a  non-cash  gain  of  $621,719 before income tax
effect.

     The Company issued options under a non-statutory stock option plan in 2002.
The  compensation  value  assigned  to these  options  was  $11,015.

                                      15
<PAGE>

                            COLE COMPUTER CORPORATION
                            -------------------------
                          Notes to Financial Statements
                          -----------------------------
                           December 31, 2002 and 2001
                           --------------------------


NOTE  1  -  SUMMARY  OF  CRITICAL  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  twelve 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, 2002 and 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-Trade
--------------------------

Accounts  receivable-trade includes  trade accounts receivable generated through
the  normal  course  of  business  through  retail  operations  and  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.  Included  in  trade  accounts  receivable  at  December 31, 2002, were
cooperative  advertising  funds  receivable  from  this  manufacturer  of
$31,389.

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,
2002,  the  financial statements included $45,975 in product warranty receivable
from  manufacturers.

                                      16
<PAGE>

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 vehicles, 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  2002  and  2001  were  $176,289  and  $99,215,  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  years  ended  December  31,  2002 and 2001, the effect of
potential  dilutive  securities  was  insignificant.

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  materially differ
from  those  estimates.

Fair  Value  of  Financial  Instruments
---------------------------------------

The  Company  estimates  that  the  fair  value  of all financial instruments at
December 31, 2002, does not differ materially from the aggregate carrying values
of  its  financial  instruments.

NOTE  2  -  GOING  CONCERN

The  accompanying  financial  statements were prepared assuming the Company is a
going  concern.  For  the  year  ended December 31, 2002, the Company incurred a
loss  of  ($479,378),  had  a  working  capital  deficit of ($33,474), and had a
deficit  net worth of ($260,418) as of December 31, 2002. This gives substantial
doubt about  the  Company's  ability  to  continue  as  a  going  concern.

                                      19
<PAGE>

Management  is  implementing  plans  to  reduce  costs  and improve gross profit
margins.  These  plans  include the closing of three retail locations, and a new
supply  agreement  with  a  new  major  vendor.

The  ability of the Company to continue as a going concern is dependent upon the
Company's  ability  to  attain  a  satisfactory  level of profitability.   There
can  be  no  assurance  that management's plan will be successful. The financial
statements  do not include any adjustments that might result from the outcome of
this  uncertainty.

NOTE  3  -  PRODUCT  FINANCING  ARRANGEMENT  TRANSACTIONS

The Company had a product financing arrangement with a major supplier affiliated
with  the Company whereby inventory purchased from other third party vendors was
then  sold  to  the major supplier.  The Company, at its discretion, repurchased
inventory  from  the  major supplier for sale to its own customers.  The Company
was  under  no  contractual obligation to repurchase all inventories sold to the
major  supplier.  The  Company  specifically  identified  and  segregated  these
transactions  in  the  general  ledger  for  accounting  purposes.

In  accordance with Statement on Financial Accounting Standards No. 49, "Product
Financing  Arrangements" (SFAS 49), the Company eliminated the revenue and costs
of  revenue related to these transactions from the statement of operations.  For
the  year ended December 31, 2002, $317,526 in revenues and  costs  of revenues,
were  eliminated   from  the  statement  of   operations.  For  the  year  ended
December  31, 2001, $4,334,369 in revenues and costs of revenues were eliminated
from  the  statement  of  operations.

During  the  quarter  ended  March 31, 2002, the warehousing agreement between a
subsidiary  of  this  major  vendor  and  Cole Computer expired, eliminating the
product  financing  arrangement  relationship  between  the  companies.

In  January  2002,  the  Company  borrowed $300,000 from the formerly affiliated
company  and  supplier.  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  approximately  $278,000  due  and  payable  on December 24, 2004.  This note
was settled in December, 2002, pursuant to the settlement agreement discussed in
Note  4.

In  September 2002, the Company began purchasing inventory from another supplier
now  affiliated  with  the  Company  as  discussed  in  Note  4.


NOTE  4  -  RELATED  PARTY  TRANSACTIONS

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 purchased
products  from  a  third party vendor and sold those products to a subsidiary of
the  shareholder  at  cost  and  then  repurchased products at a 4% mark-up from
another subsidiary of the shareholder for resale.  The Company had the option to
purchase the warehouse operations for $500,000 and $1,000,000 of common stock at
fair  market  value.

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.  In  January 2002 the subsidiary company from
which  the  Company  repurchased  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

                                      20
<PAGE>

warehousing  and store operations previously provided by the subsidiary company.
Although  the contractual responsibility of the shareholder and major supplier's
company  was  to  provide  warehousing and store operations, effective with this
novation,  the Company assumed operational management of the warehouse and store
operations.

On  December  9, 2002, the Company entered into a settlement agreement with this
supplier.  Terms  of  this  settlement  call  for the Company to pay $338,271 in
settlement  of  notes and accounts payable totaling $959,990 resulting in a gain
of  $373,032 net of income tax effect of $248,687.  The Company had purchases of
$2,098,976  and  $4,334,369  during the fiscal years ended December 31, 2002 and
2001  respectively  from  this  supplier.

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  8).

During  the  quarter  ended  June  30, 2002, the Company borrowed $12,900 from a
director  of  the  Company.  This  note  bears  interest  at a rate of 12%, with
principal  and  interest  due  one year from the date of issuance.  The interest
rate  on  this  note  has  been  adjusted  to  5.25%, effective January 1, 2003.

Following  his resignation effective August 30, 2002, the Company's former Chief
Executive  Officer  paid $110,000 for his right to receive one million shares of
Cole  Computer Corporation restricted common stock at a price of $0.11 per share
in  accordance  with  the Company's qualified executive stock option plan. These
options  were  immediately exercised by the former Chief Executive Officer. Also
following  his  resignation, 5,019,275 shares of the Company's restricted common
stock  were  placed  in  a voting trust proxied by the Company's Chairman of the
Board.  The  total  shares  held  by  the  trust  consist  of  3,019,275  shares
contributed by the Company's former Chief Executive Officer and 2,000,000 shares
contributed  by  the  Company's  former  Corporate Secretary and Director of the
Board.  Subject to other provisions of the trust agreement, these shares will be
held  by  the  trust  for  three  and  five years, depending on the terms of the
agreement.

In September 2002, the Company's Board of Directors approved the appointment and
employment  agreement  of  a  new  Chief  Executive  Officer.  As  part  of  the
employment  agreement,  the  newly appointed Chief Executive Officer was granted
1,000,000  shares  of  the Company's restricted common stock upon his acceptance
of  the terms of the employment agreement. As a result, $140,000 of compensation
expense  has  been  recognized  in the Company's financial statements during the
three  and  nine  months  ended  September  30, 2002. In addition, the new Chief
Executive  Officer  paid   $140,000  to  acquire  another  1,000,000  shares  of
restricted  common  stock  at  a  price  of  $0.14  per share. He also earned an
additional  500,000  shares  of  common  stock  based  on the performance of the
Company  during the fourth quarter of 2002. The Company has recorded a liability
of  $22,500 at December 31, 2002 in connection with its obligation to issue this
additional  500,000  shares  of  common  stock. The contract also allows for the
issuance of up to an additional 3,500,000 shares of the Companies stock over the
period  of  the  contract  based  on  certain  performance criteria.

On  August 31, 2002, the Company's Board of Directors authorized the issuance of
1,500,000  shares  of restricted common stock, which is being held in escrow, to
the  Chairman  of  the  Board  as  reimbursement  for various expenses and costs
associated  with  the  Chairman's  responsibilities  to tend to certain business
issues  of the Company. As a result of this transaction, $210,000 of general and
administrative  expenses  were  recognized in the Company's financial statements
during  the  three  and  nine  months  ended  September  30, 2002. Subsequent to
September 30, 2002, the amount of shares authorized for issuance was adjusted to
350,000.  Accordingly,  the  expense  recognized  as  of September 30, 2002, was
adjusted  to  $49,000  as  of  December  31,  2002.

                                      21
<PAGE>

In  October 2002, the Company entered into an agreement with a company owned and
controlled  by  a  shareholder/officer.  The  agreement  stipulates  that   this
affiliate will provide inventory to the Company's various retail operations on a
just-in-time  basis,  and   perform  other  administrative   duties  related  to
inventory.  In  accordance  with  this  agreement, this affiliate also agreed to
provide  the  Company with a credit line of $250,000 for inventory purchases. In
exchange  for these duties, the Company has agreed to pay 4% over the affiliates
cost of inventory on all purchases. This agreement will continue until cancelled
by  either  party  by  90  days written notice. Purchases of inventory from this
affiliate  during  the  year  ended  December  31,  2002  totaled  approximately
$1,335,406.  Additionally,  the financial statements include accounts payable to
this  affiliate  of  $291,644  at  December  31,  2002.

In December 2002, in connection with the settlement transaction discussed above,
a  shareholder/officer  of the Company loaned the Company $338,272 (see Note 5),
the  proceeds  of  which  were  used  in  connection  with the settlement of the
agreement  between  the  Company  and  its  former  major  supplier.

NOTE  5  -  NOTES  PAYABLE

As  of December 31, 2002, 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, 2002, the effective interest rate was
5.25%.

During  2002, the Company borrowed $12,900 from a director of the Company.  This
note  bears  interest at a rate of 12%, with principal and interest due one year
from the date of issuance.  Effective January 1, 2003, the interest rate on this
note  has  been  adjusted  to  5.25%  per  annum.

NOTE  6  -  LONG-TERM  DEBT  AND  CAPITAL  LEASE  OBLIGATIONS

Long-term  debt  and  capital  lease  obligations  consists  of the following at
December  31,  2002:

<TABLE>
<CAPTION>
          Capitalized  equipment  lease,  due
          in  monthly  installments  of  $1,427
          including  interest  at  20%,  maturing
<S>                                                               <C>
          May  2003,  and  collateralized  by  equipment          $    6,739

          Capitalized  equipment  lease,  due  in
          monthly  installments  of  $1,519  including
          interest  at  12%,  maturing  March  2005,
          and  collateralized  by  equipment                          36,964

         Note  payable  to  a  corporation,  due  in
         weekly  installments  of  $1,250  including  interest
         at  12%,  with  remaining  principal  and
         interest  due December  31,  2004                           136,759

         Note  payable  to  affiliate,  principal  and
         interest due  December  2,  2004,  bearing
         interest  at  12%,  rate adjusted  to  5.25%
         effective January 1, 2003                                   338,272
                                                                  ----------

                                                                     518,734
          Less:  current  portion                                    (72,929)
                                                                  ----------

                                                                  $  445,805
                                                                  ==========
</TABLE>

                                      22
<PAGE>

Maturities  of  long  term  debt  are  as  follows:

<TABLE>
<CAPTION>
             Year               Amount
             ----               ------
<S>                            <C>
             2003              $  72,929
             2004                439,844
             2005                  5,961
                               ---------
             Total             $ 518,734
                               =========
</TABLE>



NOTE  7  -  INCOME  TAXES

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

<TABLE>
<CAPTION>
                                                      2002             2001
                                                   ---------           ----
<S>                                                 <C>              <C>
Computed  at  the  expected  statutory  rate        $      0         $   4,500

Utiltization  of  net  operating  loss              (248,687)           (4,500)
                                                    --------         ---------
Taxes  (benefit)  on  net  income  before
  extraordinary  income                             (248,687)                0

Tax  effect  of  extraordinary  gain                 248,687                 0
                                                    --------         ---------

Taxes  (benefits)  on  net  income                  $      0         $       0
                                                    ========         =========
</TABLE>

As  of  December 31, 2002, the Company had a net operating loss carry forward of
approximately  $2,310,866,  which  expires  $173,084  in 2018, $458,636 in 2019,
$1,233,283  in  2020,  and  $479,378  in 2022.  Utilization of this deferred tax
asset  is  dependent  on  future  taxable  profits,  and as such, this amount is
considered  fully  reserved.

NOTE  8  -  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.  As of December 31, 2002,
329,000  options  were  outstanding  under  this  plan.  In  connection with the
granting  of  these  options,  $11,015  of  expense  was  recognized  in  2002.

                                      23
<PAGE>

NOTE  9  -  OPERATING  LEASES

The  Company  has  12  retail  stores and one corporate office.  Leases on these
spaces  vary  in cost and term.  Rent expense for 2002 and 2001 was $222,850 and
$168,364,  respectively.   Net  minimum  lease  payments  due  are  as  follows:

<TABLE>
<CAPTION>
               Year           Amount
               ----           ------
<S>            <C>           <C>
               2003          $118,795
               2004            80,679
               2005            40,817
               2006            40,367
               2007            34,754
               Thereafter           -
                             --------

               Total         $315,412
                             ========
</TABLE>

Note  10  -  SUBSEQUENT  EVENTS

     Subsequent  to  year  end,  the  Company closed three stores.  Two of these
stores were leased on a month to month bases.  The third store was still under a
lease  obligation  of  $2,000  per month until September of 2004.  In accordance
with FAS 146 "Accounting For Costs Associated with Exit or Disposal Activities",
no loss accrual will be recorded until such time as the closing expenditures are
incurred.























                                      24
<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.

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>
                                            Director/
                                             Officer
                  Name               Age       Since             Position
                  ----               ---    ---------            --------
<S>                                  <C>       <C>       <C>
          Dr.  S.  F.  Hartley       57        12/98     Chairman  of  the  Board

          Dyon  Tang                 30         9/02     Chief  Executive  Officer  and  Director

          John  L.  Ruth             49         4/99     Director  and  President

          Dr. Kendrick J. Dennis     46         1/03     Director

          Albert  Fields             53         1/03     Director

          Franklin  Tabor            56         1/03     Director

          Lyndel  Lackey             43        11/02     Chief  Financial  Officer
</TABLE>


                                        25
<PAGE>

Business  Experience.

     Dyon  Tang.  Mr.  Tang  is 30 years of age and is a Director and the CEO of
Cole  Computer  Corporation  and  DIT,  Inc.  In  1995,  Mr. Tang started in the
technology  business while in undergraduate school at Colorado State University.
He  upgraded and custom built computers in his basement to supplement his income
while attending classes.  His business thrived and he soon outgrew his basement.
He  opened  his  first  location  in Omaha in October 1996.  DIT, Inc. under his
leadership grew dramatically over the next few years into nine retail outlets, a
14,000  square  foot  distribution  center in La Verne, California, and a 30,000
square  foot  manufacturing facility in Zhuhai, China.  Mr. Tang is married with
two  children  and  currently  resides  in  Le  Verne,  California.

     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.

     Lyndel  Lackey.  Mr.  Lackey  is 43 years of age and is the Company's Chief
Financial  Officer.  Mr. Lackey began this position in November 2002. Mr. Lackey
has  over  20  years  of  accounting  experience.  He served as controller for a
wholesale  electronics  distributor,  as  well  as  serving  for  various public
accounting  firms  in  the  tax, audit, and management services departments. Mr.
Lackey  earned  a  Bachelor  of Arts Degree in accounting from Southern Nazarene
University  and  is  a  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.

     Albert D. Fields. Mr. Fields is 53 years old and a Director and Chairperson
of  the  Audit  Committee.    Mr  Fields  is  a  seasoned  financial  management
professional  with  over  thirty  years  of  proven  performance in institutions
ranging from a 25 million dollar single-branch operation to a 350 million dollar

                                       26
<PAGE>

multiple-branch company. Mr. Fields is currently the Executive Vice President of
Banking  Center  Management at the American National Bank, Terrell, Texas. Other
positions  include  Senior  Vice President and Area Executive, South Trust Bank,
Houston Texas and President, Bayshore National Bank, La Porte, Texas. Mr. Fields
earned  a  Bachelor's  degree  in  Business  Administration from Southwest State
University  and is a graduate from the School of Banking of the South, Louisiana
State  University,  National  Commercial Lending School, University of Oklahoma,
and  the  Institute  of Certified Bankers. He is also active in his community by
serving  as officers in the Chamber of Commerce, Water Authority, Optimist Club,
and  Rotary.

     Kenrick  J.  Dennis,  DPM.  Dr.  Dennis  is 46 years old and a Director and
serves  as  the  Corporate  Secretary.  Dr  Dennis  has  a  successful podiatric
practice  in  Houston,  Texas.  He  brings  a  wealth of experience as corporate
secretary   having   served  on   the  Executive  Committee   of  several  major
organizations.  Dr  Dennis  earned a graduate degree from the California College
of  Podiatric  Medicine,  a  bachelor's degree from the University of Texas.  He
completed  his  residency  training  at  the  University of Texas Health Science
Center  in  San  Antonio.  He  is a published author in his field and has earned
several  national  awards  in  his  profession.  He  is  active in his community
serving  in  many  local  professional organizations.  He is married and has two
children.

     Franklin R.  Tabor. Mr. Tabor is 56 years old and is a Director.  Mr. Tabor
is  a  licensed  Real  Estate  Broker  of 15 years.  In addition, Mr. Tabor is a
certified college level educator at Metro Community College and a certified Real
Estate instructor in Nebraska.  He earned a Masters degree in Education from the
University  of  Northern  Colorado  and a Bachelor of Science degree in Business
Administration  from  Bowling  Green State University.  He has served on several
boards  including a bank holding company and a neighborhood association.  He was
partner/operator  of  Motorcycle  Plaza,  Inc,  a  multi-line  and  multi-store
franchised  motorcycle  and  accessories  dealer.  He  is  married and has three
children.









                                       27
<PAGE>

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 compensation paid or accrued to the
persons  serving  as  Chief Executive Officer during the year ended December 31,
2002.  There  were  no  executive  officers  whose total annual salary and bonus
exceeded  $100,000  for  services  performed in December 31, 2002, 2001 or 2000.

     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
<TABLE>
<CAPTION>
                                                                                 Long Term Compen-
                                                                                      sation
                                               Annual  Compensation                   Awards
                                        ------------------------------------     ------------------
                                                                    Other                             All Other
                                                                    Annual                             Compen-
       Name and               Fiscal                                Compen-          Options            sation
  Principal  Position          Year     Salary  ($)(1)   Bonus($)   sation(2)          (#)                ($)
  -------------------         ------    --------------   --------   ---------      ------------       ----------
<S>                            <C>        <C>              <C>          <C>        <C>                      <C>
Dyon Tang                      2002       $13,462          -0-          -          1,500,000(3)             -
 Chief  Executive  Officer

Homer D. Cole                  2002       $78,000          -0-          -                  -                -
  former Chief Executive
  Officer
</TABLE>
-------------------

     (1) Mr. Tang began his employment in September 2002. The salary amounts for
         2002  reflect  three  months  of  compensation.

     (2) The Company provides various perquisites to certain employees including
         the named executive officers.  In each case, the aggregate value of the
         perquisites provided to the named executive officers did not exceed the
        lesser of $50,000 or 10% of such named executive officers' annual salary
         and bonus.

     (3) These options  were granted to Mr. Tang under his employment agreement.
         See  "Employment  Contracts"  below.



                                       28
<PAGE>

Compensation  of  Directors.

     In  accordance  with  the  stock  option  plan  discussed  in Note 8 to the
financial  statements,  all  Directors of the Company receive for serving on the
Board  of  Directors  of  the  Company,  options to purchase 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.

















                                       29
<PAGE>

Employment  Contracts.

     In  September  2002,  the  Company's  Board  of  Directors  approved  the
appointment  and  employment  agreement of Dyon Tang as Chief Executive Officer.
As part of the employment agreement, the newly appointed Chief Executive Officer
was  granted  1,000,000 shares of the Company's restricted common stock upon his
acceptance  of  the terms of the employment agreement.  As a result, $140,000 of
compensation  expense  has been recognized in the Company's financial statements
during  the  year ended December 31, 2002.  He also earned an additional 500,000
shares of common stock based on the performance of the Company during the fourth
quarter  of  2002.  The  Company has recorded a liability of $22,500 at December
31,  2002,  in  connection  with its obligation to issue this additional 500,000
shares  of  common stock.  The contract also allows for the issuance of up to an
additional  3,500,000  shares  of  the  Company's  stock  over the period of the
contract  based on the Company's future performance.  Mr. Tang will earn 200,000
shares  for  each  profitable calendar quarter plus one share for each dollar of
net  income  for  the  quarter.

     The  Company  has  entered  into  Employment Agreement with John Ruth.  The
Employment  Agreement  prohibits  the  executive  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.


                                       30
<PAGE>

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

     The following table sets forth certain information regarding the beneficial
ownership  of  the  Company's  Common  Stock  as  of April 14, 2003, by (i) each
director  of  the  Company,  (ii)  each  named  executive officer in the Summary
Compensation  Table,  (iii)  each person known or believed by the Company to own
beneficially five percent or more of the Common Stock and (iv) all directors and
executive officers as a group.  Unless indicated otherwise, each person has sole
voting  and  dispositive  power  with  respect  to  such  shares.

<TABLE>
<CAPTION>
      Name of Director, Executive Officer              Beneficial Ownership(1)
      -----------------------------------              -----------------------
      or Shareholders Holding 5% or More,            Number of Shares(3)  Percent
      -----------------------------------            ----------------     -------

     Homer  O  &  Cynthia  A.  Cole  (2)
     937 S.W. 54th
<S>                                                     <C>                  <C>
     Oklahoma  City,  OK  73109                         4,659,275            30.28

     Dr.  S.F.  Hartley
     2201  Juanita  Lane
     Deer  Park,  TX  77536                             6,523,025            42.39

     Dyon Tang                                          2,092,500            13.60
     6140 Ridgemont Circle
     LaVerne, CA 91750

     John  L.  Ruth
     6201  S  E  56th  Street
     Oklahoma  City,  OK  73130                           450,200

     Albert  Fields
     603  Sandylane
     Laporte  TX  77571                                    16,250

     Franklin Tabor
     11838 Durette
     Houston, TX 77024                                      6,250

     Kenrick  Dennis
     11838 Durrette
     Houston, TX 77024                                     11,250

     All  directors  and  named  executive
       officers  as  a  group  (7  persons)             9,099,475           59.14
</TABLE>
-----------------------

*     Less  than  one  percent.

     (1)  Shares  of  Common  Stock  that  are  not  outstanding but that can be
          acquired  by  a  person  upon exercise of an option within 60 days are
          included  in  computing  the  percentage  for such person, but are not
          included in computing the percentage for any other person. Disclosures
          regarding  "beneficial  ownership"  are  made  as that term is defined
          under  federal  securities  laws.

     (2)  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. These
          shares  are held in a voting trust controlled by Dr. S.F. Hartley. All
          of  these  shares  are considered to be beneficially owned by Homer O.
          and  Cynthia  A.  Cole.

     (3)  Included  in  shares  beneficially owned are outstanding stock options
          totaling  492,500  for  the  directors  in  total.


                                       31
<PAGE>

Compensation  Pursuant  to  Plans.

     The  following  table  shows  information  relating  to  compensation plans
approved  by  shareholders and not approved by shareholders as of the year ended
December  31,  2002.  .

<TABLE>
<CAPTION>
                                                                                          Number of
                                           Number of                                     securities
                                        securities to be                             remaining available
                                          issued upon          Weighted-average      for future issuance
                                          exercise of         exercise price of          under equity
                                          outstanding            outstanding          compensation plans
                                       options, warrants      options, warrants               (1)
                                          and rights              and rights
                                       -----------------      ------------------     --------------------
Equity  compensation  plans
<S>                                       <C>                       <C>                   <C>
approved  by  shareholders                        -                   -                           -

Equity  compensation  plans
not  approved  by  shareholders:
  Stock Option Plan                         461,000                 .11                   1,653,750
  Employment Agreement                    1,500,000                 .00                   3,500,000
                                          ---------                                       ---------
  Total                                   1,961,000                                       5,153,750
                                          =========                                       =========
</TABLE>

     Included  in the above numbers are the shares issued and issuable under Mr.
Tang's  employment  agreement.  Under  the  agreement, he has earned 1.5 million
shares of common stock and may earn up to 3.5 million additional shares based on
specified  performance  criteria.  See  "Employment  Contracts"  below.

                                       32
<PAGE>

Item  12.  Certain  Relationships  and  Related  Transactions.

Transactions  with  Management  and  Others.

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 purchased
products  from  a  third party vendor and sold those products to a subsidiary of
the  shareholder  at  cost  and  then  repurchased products at a 4% mark-up from
another subsidiary of the shareholder for resale.  The Company had the option to
purchase the warehouse operations for $500,000 and $1,000,000 of common stock at
fair  market  value.

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.  In  January 2002 the subsidiary company from
which  the  Company  repurchased  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  was  to  provide  warehousing and store operations, effective with this
novation,  the Company assumed operational management of the warehouse and store
operations.

On  December  9, 2002, the Company entered into a settlement agreement with this
supplier.  Terms  of  this  settlement  call  for the Company to pay $338,271 in
settlement  of  notes and accounts payable totaling $959,990 resulting in a gain
of  $373,032 net of income tax effect of $248,687.  The Company had purchases of
$2,098,976  and  $4,334,369  during the fiscal years ended December 31, 2002 and
2001  respectively  from  this  supplier.

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  8).

During  the  quarter  ended  June  30, 2002, the Company borrowed $12,900 from a
director  of  the  Company.  This  note  bears  interest  at a rate of 12%, with
principal  and  interest  due  one year from the date of issuance.  The interest
rate  on  this  note  has  been  adjusted  to  5.25%, effective January 1, 2003.

Following  his resignation effective August 30, 2002, the Company's former Chief
Executive  Officer  paid $110,000 for his right to receive one million shares of
Cole  Computer Corporation restricted common stock at a price of $0.11 per share
in  accordance  with  the Company's qualified executive stock option plan. These
options  were  immediately exercised by the former Chief Executive Officer. Also
following  his  resignation, 5,019,275 shares of the Company's restricted common
stock  were  placed  in  a voting trust proxied by the Company's Chairman of the
Board.  The  total  shares  held  by  the  trust  consist  of  3,019,275  shares
contributed by the Company's former Chief Executive Officer and 2,000,000 shares
contributed  by  the  Company's  former  Corporate Secretary and Director of the
Board.  Subject to other provisions of the trust agreement, these shares will be
held  by  the  trust  for  three  and  five years, depending on the terms of the
agreement.

In September 2002, the Company's Board of Directors approved the appointment and
employment  agreement  of  a  new  Chief  Executive  Officer.  As  part  of  the
employment  agreement,  the  newly appointed Chief Executive Officer was granted
1,000,000  shares  of  the Company's restricted common stock upon his acceptance
of  the terms of the employment agreement. As a result, $140,000 of compensation
expense  has  been  recognized  in the Company's financial statements during the
three  and  nine  months  ended  September  30, 2002. In addition, the new Chief
Executive  Officer  paid   $140,000  to  acquire  another  1,000,000  shares  of
restricted  common  stock  at  a  price  of  $0.14  per share. He also earned an
additional  500,000  shares  of  common  stock  based  on the performance of the
Company  during the fourth quarter of 2002. The Company has recorded a liability
of  $22,500 at December 31, 2002 in connection with its obligation to issue this
additional  500,000  shares  of  common  stock. The contract also allows for the
issuance of up to an additional 3,500,000 shares of the Companies stock over the
period  of  the  contract  based  on  certain  performance criteria.

                                       33
<PAGE>

On  August 31, 2002, the Company's Board of Directors authorized the issuance of
1,500,000  shares  of restricted common stock, which is being held in escrow, to
the  Chairman  of  the  Board  as  reimbursement  for various expenses and costs
associated  with  the  Chairman's  responsibilities  to tend to certain business
issues  of the Company. As a result of this transaction, $210,000 of general and
administrative  expenses  were  recognized in the Company's financial statements
during  the  three  and  nine  months  ended  September  30, 2002. Subsequent to
September 30, 2002, the amount of shares authorized for issuance was adjusted to
350,000.  Accordingly,  the  expense  recognized  as  of September 30, 2002, was
adjusted  to  $49,000  as  of  December  31,  2002.

In  October 2002, the Company entered into an agreement with a company owned and
controlled  by  a  shareholder/officer.  The  agreement  stipulates  that   this
affiliate will provide inventory to the Company's various retail operations on a
just-in-time  basis,  and   perform  other  administrative   duties  related  to
inventory.  In  accordance  with  this  agreement, this affiliate also agreed to
provide  the  Company with a credit line of $250,000 for inventory purchases. In
exchange  for these duties, the Company has agreed to pay 4% over the affiliates
cost of inventory on all purchases. This agreement will continue until cancelled
by  either  party  by  90  days written notice. Purchases of inventory from this
affiliate  during  the  year  ended  December  31,  2002  totaled  approximately
$1,335,406.  Additionally,  the financial statements include accounts payable to
this  affiliate  of  $291,644  at  December  31,  2002.

In December 2002, in connection with the settlement transaction discussed above,
a  shareholder/officer  of the Company loaned the Company $338,272 (see Note 5),
the  proceeds  of  which  were  used  in  connection  with the settlement of the
agreement  between  the  Company  and  its  former  major  supplier.

Transactions  with  Promoters.

     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.








                                       34
<PAGE>

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

     Reports  on Form 8-K Current Report on Form 8-K filed on December 12, 2002,
     related to the execution of  a  settlement agreement with a major supplier.

Exhibits*

    31.1              Rule  13a-14(a)  Certifications
    32.1              Section  1350  Certification

Item  14.  Controls  and  Procedures.

     Our Chief Executive Officer and Chief Financial Officer are responsible for
establishing  and maintaining internal controls and have designed these controls
to  ensure  that  material  information,  financial  or  otherwise,  relating to
accounting  and  financial reporting of our operations and activities, including
those  of  our  consolidated  subsidiary,  were  made  known  to  them  in their
capacities  as  executive  officers,  particularly  during  the period that this
report  was prepared.  These executive officers have evaluated the effectiveness
of  our  internal  controls  within the preceding 90 days of this Report, having
concluded that our internal controls were fully effective as of the date of this
report,  and  there  were  no  significant  deficiencies  or material weaknesses
discovered.  and  have  reported this conclusion to our auditors.  In conducting
their  evaluation  of  our  internal  controls, these executive officers did not
discover  any  fraud  that  involved  management  or  other employees who have a
significant  role  in  our  internal  controls.    Furthermore,  there  were  no
significant  changes  in  our  internal  controls or in other factors that could
significantly  affect  our  internal  controls  subsequent  to the date of their
evaluation.  Because  no  significant  deficiencies  or material weaknesses were
discovered,  there  were  no  necessary  corrective  actions  taken  to  correct
significant  deficiencies  and  material  weaknesses in our internal controls.




                                       35
<PAGE>
                                   SIGNATURES

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

                                    Cole  Computer  Corporation

April  15,  2003                    By:/s/  Dyon  Tang
                                       Dyon Tang
                                       Chief  Executive  Officer

                                    By:/s/  Lyndel  Lackey
                                       Chief Financial Officer

     In  accordance  with 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>
       Name                        Title                              Date
       ----                        -----                              ----
<S>                     <C>                                    <C>
/s/ S. F. Hartley       Chairman of the Board of Directors     April  15,  2003

/s/ Dyon Tang           Chief Executive Officer and
                          a Director                           April  15,  2003

/s/ John L. Ruth        President and a Director               April  15,  2003

/s/ Albert Field        Director                               April  15,  2003

/s/ Kenrick Dennis      Director                               April  15,  2003

/s/ Franklin Tabor      Director                               April  15,  2003
</TABLE>






                                       36
<PAGE>
                                                                    Exhibit 31.1

                                  CERTIFICATION
                           PURSUANT TO SECTION 13a-14
                OF THE SECURITIES EXCHANGE ACT OF 1934 AS AMENDED


I,  Dyon  Tang,  certify  that:

     1.  I  have  reviewed  this  annual  report on Form 10-KSB of Cole Computer
Corporation.

     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 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  function):

         (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  or  not  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.


                                          /s/Dyon  Tang
Date:  April  15,  2003                  ---------------------------------------
                                          Dyon  Tang,  Chief  Executive  Officer

                                       37
<PAGE>
                                                                    Exhibit 31.1

                                  CERTIFICATION
                           PURSUANT TO SECTION 13a-14
                OF THE SECURITIES EXCHANGE ACT OF 1934 AS AMENDED


I,  Lyndel  Lackey,  certify  that:

1.  I  have  reviewed  this  annual  report  on  Form  10-KSB  of  Cole Computer
Corporation.

     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 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  function):

         (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  or  not  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



                                          /s/Lyndel  Lackey
Date:  April  15,  2003                  --------------------------------------
                                          Lyndel  Lackey,  Chief  Financial
                                            Officer

                                       38
<PAGE>
                                                                    Exhibit 32.1


                    CERTIFICATION PURSUANT TO 18 U.S.C. 1350
         (As adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002)

     For the Annual Report of Cole Computer Corporation  (the "Company") on Form
10-KSB  for  the period ending December 31, 2002 (the "Report"), the undersigned
Chief  Executive  Officer  and  Chief  Financial  Officer  of the Company hereby
certify  that:

          (i)  the  Report fully complies with the requirements of Section 13(a)
               or 15(d)  of  the  Securities  Exchange  Act  of  1934,  and
         (ii)  the  information contained  in the Report fairly presents, in all
               material  respects,  the  financial  condition  and  results   of
               operations of the Company as  of  and  for  the  periods  covered
               in  the  Report.

Dated:  April  15,  2003

                                       /s/  Dyon  Tang
                                       Chief  Executive  Officer

                                       /s/  Lyndel  Lackey
                                       Chief  Financial  Officer

A  signed  original  of  this written statement required by Section 906 has been
provided  to  Cole Computer Corporation and will be retained by it and furnished
to  the  Securities  and  Exchange  Commission  or   its  staff   upon  request.

[This  Section  906  certification accompanies the Report, but is not "filed" as
part  of  the  Report.]















                                       39