<PAGE>




































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

                          FORM 10-KSB

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

     For the fiscal year ended December 31, 1999

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

     For the transition period from _____________ to ____________

                   Commission File No.:0-23819


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

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

                       11711 South Portland
                   Oklahoma City, Oklahoma 73170
                      -----------------------
              (Address of Principal Executive Offices)

             Issuer's Telephone Number: (405) 692-5351

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

Securities Registered under Section 12(b) of the Exchange Act: None
Name of Each Exchange on Which Registered: None
Securities Registered under Section 12(g) of the Exchange Act:

                 $0.001 par value common voting stock

     Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

     (1)   Yes  X    No            (2)   Yes  X     No
               ---      ---                  ---      ---

     Check if there is no disclosure of delinquent files in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.  [ ]

State Issuer's revenues for its most recent fiscal year: December 31, 1999 -
$8,737,770.

     State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock
was sold, or the average bid and asked prices of such stock, as of a specified
date within the past 60 days.

     April 14, 1999 - $17,789,818.  There are approximately 3,745,225 shares
of common voting stock of the Company held by non-affiliates.  This valuation
is based upon the average of the bid prices for shares of common stock of the
Registrant on the OTC Bulletin Board of the National Association of Securities
Dealers, Inc. (the "NASD") on this date.

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

                                  N/A

                  (APPLICABLE ONLY TO CORPORATE ISSUERS)

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

                             April 14, 2000

                               10,172,400


               DOCUMENTS INCORPORATED BY REFERENCE

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

Transitional Small Business Issuer Format   Yes  X   No ___
                                                ---
<PAGE>

                              PART I

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

Business Development.
---------------------

          Historical.
          -----------

          For a discussion of the business development of Cole Computer
Corporation ("Cole," "Computer Masters" or the "Company") from inception
through the calendar year ended December 31, 1998, see the Company's
Registration Statement on Form 10-SB, as amended, and the Company's 10-KSB
Annual Report for the year ended December 31, 1998, which have been previously
filed with the Securities and Exchange Commission and which are
incorporated herein by this reference.  See Part III, Item 13.

          During the fiscal year ended December 31, 1999, the following
developments occurred:

          *     Cole achieved the Gold Level in the Microsoft OEM System
Builders Program, which recognized that the Company is a part of a group of
Systems Builders that have met additional program and purchasing requirements.
The benefit of the Gold Level to Cole's customers is that the Company's
technicians can get direct support from Microsoft on all technical issues
respecting the systems being built.

          *     Three new retail outlets were opened during 1999.  See Part I,
Item 3.

          *     The Company announced one new product, the Cole Crusader IV,
featuring the AMD Athlon 800 MHZ Processor, currently believed to be the
fastest processor available to consumers.

          Subsequent to the year end, in March, 2000, the Company announced a
strategic alliance with BUSlink (www.buslink.com), a major manufacturer of
products for computer systems offering a wide variety of Universal Serial Bus
(USB) devices, such as Hard Drives, ReWritable CD-Rom drives, modems and other
products.  This alliance will assist the Company in its sales to governmental
agencies.

Business.
---------

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

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.

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

          Even as important as retail storefront sales, the Company has
integrated a direct marketing plan using the Internet via its web sites
(www.colecomputercorp.com 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, included a shopping cart with a secure credit
card payment system. The implementation of each phase places the Company in an
opportune position to market its products and services in select niches,
including the exciting Internet marketplace across the World Wide Web.

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

          Manufacturing of custom computers, inventory purchasing/control,
strategic marketing and internal accounting are maintained at the corporate
facility.  In addition, the Company has planned an expansion of the
centralized manufacturing unit that can be accomplished by utilizing available
space and a production line system.  This expansion can establish the Company
with the facility and staff to produce up to 750 to 1,000 complete custom
computer systems per day.

          An important element of the Company's success has been the honest,
quality personnel retained by Computer Masters.  All of the Company's
employees embody the philosophy of being "Your Best Friend in Computers" which
starts with the Chief Executive Officer, Mr. Brad Cole, and the Company's
majority shareholder, Ms. Cynthia Cole.  Each of the founders has been
instrumental in the selection of key personnel which has reached 46 employees
as of the date of this Report, including the Company's main manufacturing and
warehouse facility.

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

          In addition to traditional retail and wholesale activities, the
Company, with the backing of Advanced Micro Devices in a joint effort to
establish Computer Masters as the preferred marketer for designated
manufacturer products to U.S. Armed Forces military installations across the
United States.  These efforts will include substantial computer systems sales,
along with an upgrade initiative for existing desktop computer systems to
governmental agencies.  With the recent announcement of a strategic alliance
with BUSlink (www.buslink.com), a major manufacturer of products for computer
systems utilized by governmental agencies, these arrangements will assist the
Company in increasing its sales to governmental agencies.

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

          The Company's present and intended business operations will center
in areas of great competition, which will include many competitors who are
larger, better financed and currently have a national or international image
in these fields of endeavor.  These competitors will include, in addition to
many small other enterprises, the following: Wal-Mart Stores, Inc.; Tandy
Corporation; Best Buy Co., Inc.; Circuit City Stores, Inc.; CompUSA, Inc.;
Dell Computer Corporation; Gateway, Inc.; Micron Technology, Inc.; Insight
Enterprises, Inc.; CDW Computer Centers, Inc.; Micro Warehouse, Inc.; and
Apple Computers.  The Company will be at a distinct disadvantage in competing
with these entities, and its current competitive position in this industry
must be deemed to be nominal; however, the Company intends to focus its
efforts in rural and "small-town" America, which management believes has been
neglected by its major competitors. The Company believes it will be a
competitive force in these areas.

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

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

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

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

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

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

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

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

          On the effectiveness of the Company's 10-SB Registration Statement,
the Company will became subject to the reporting obligations under Securities
Exchange Act of 1934, as amended (the "1934 Act.")  These requirements
include, among others, that the Company must file with the Securities and
Exchange Commission annual reports on Form 10-KSB ("SB" denotes a "small
business issuer") that contain audited financial statements; quarterly reports
on 10-QSB that contain reviewed financial statements; 8-K Current Reports
reporting current material events; and proxy or information statements
governed by Regulation 14A or C 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 1034 Act respecting
"short swing" profits.

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.
--------------------

           46 full time employees.

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

           Computer Masters has eleven stores and a manufacturing/corporate
facility.

Store Number              Square Footage              Rent Term

      1                    1,200 sq. ft.              Pres -Sept 31, 2004
      2                      700 sq. ft.              Pres - Jan 31, 2003
      3                    1,624 sq. ft.              Pres - Feb 21, 2001
      4                      959 sq. ft.              Pres - Jan 31, 2001
      5                    1,200 sq. ft.              Pres - Mar 30, 1999
      6                    1,000 sq. ft.              Pres -June 30, 2000
      7                    3,300 sq. ft.              Pres - Oct 30, 2000
      8                    1,200 sq. ft.              Pres - Apr 30, 2001
      9                      750 sq. ft.              Pres - Jan 01, 2000
     10                    1,000 sq. ft.              Pres -Sept 30, 2003
     11                    1,000 sq. ft.              Pres -Sept 30, 2004

TOTAL:                    13,933 sq. ft.

Manufacturing/Corporate    8,500 sq. ft.              Pres - July 31, 2001

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.
         ----------------------------------------------------

          During the fourth quarter of the calendar year ended December 31,
1999, no matter was submitted to a vote of the Company's security holders,
whether through the solicitation of proxies or otherwise; however, an
Information Statement was forwarded to stockholders on January 4, 1999,
respecting resolutions of the Board of Directors to change the Company's name
to "Cole Computer Corporation" and to effect a three for one forward split of
the outstanding voting securities of the Company.  Stockholders owning
approximately 72% of the outstanding voting securities of the Company, with
none opposing and none abstaining, adopted, ratified and approved the name
change and the forward split.  This Information Statement is incorporated
herein by reference.  See Part III, Item 13.

                                  PART II

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

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

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

                             STOCK QUOTATIONS

                                               CLOSING BID

Quarter ended:                          High                Low
--------------                          ----                ---
[S]                                     [C]                 [C]
March 31, 1999                        Unpriced           Unpriced

June 30, 1999                           $4.00              $3.00

September 30, 1999                      $4.00              $1.50

December 31, 1999                       $2.375             $1.25

Recent Sales of Unregistered Securities.
----------------------------------------

                           Date              Number of           Aggregate
Name or Group            Acquired             Shares           Consideration
-------------            --------            ---------         -------------

Consultants              Mid 1998             955,725            Services*

Predecessor
Stockholders             Dec 1998           2,248,000            Exchange

Limited Offering         Dec 1998             393,898            $392,900

Limited Offering         Jan 1999              50,000            $ 50,000

Consultants              Mid-1999             154,600            Services*

Limited Offering         Feb-2000             224,667            $337,000

               *    Shares issued for services in 1998 were issued to
attorneys
                    and others for services valued at $286,717; those issued
for
                    services in 1999 were for services valued at $307,201.

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

          Sales of "restricted securities" by members of management and others
could have an adverse effect on any public market for the common stock of the
Company.  With the exception of the last 541,600 shares of "restricted
securities" issued as outlined above in 1999 and 2000, all of the remaining
outstanding shares of the Company's common stock have been held for a
sufficient period of time for resale under Rule 144 of the Securities and
Exchange Commission, subject to volume limitations of subparagraph (e) of this
Rule.

Holders.
--------

          The number of record holders of the Company's common stock as of
April 14, 2000, was approximately 309.

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

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

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

Plan of Operation.
------------------

         Cole's objective is to maximize the stockholders' value by executing
a strategy that focuses on the priority of growth, profitability, customer
satisfaction and service.  The following discussion highlights the Company's
performance in context to these priorities, and it should be read in
conjunction with the financial statements (including related notes)
accompanying this Report.

         Cole has created a revenue stream of over $8,700,000 with only
eleven stores, three of which commenced operations the latter part of 1999.
Cole has an established client base with steadily increasing revenue in its
retail markets.  Gross margin has increased 50% from 1998.  Emphasis by
management in 2000 will be to further increase margins in all areas of the
business.  Total revenues of 1999 were $8,737.770, 5.2% higher than 1998.

         Management implemented programs which produced dramatic improvements
in cost controls and contribution margins.  The Company, however, had to make
extensive investments in the areas of personnel, administration,
administrative support and infrastructure to handle the significant growth
that comes about by the Company's award of a General Services Administration's
Federal Supply Contract five year contract, which has an additional five year
renewable option.

         The framework for building GSA sales within the Federal Government
as well as expanding GSA contract sales to state and local governments, is now
in place.  The hiring of a network of Independent GSA Sales Agents has begun.
This force will be seasoned government sales veterans, who will operate as
Independent Sales Agents on a commission only basis and will call on familiar
customers with whom they have dealt the past.

          The Company is placing heavy emphasis on increased sales in its
retail distribution market of Computer Master stores.  The Company has also
established a minimum annual revenue quota for 2000 of $1,000,000 per store,
with a sales mix target of 60% coming from retail customers and the balance of
40% coming from government, education and wholesale customers.  These are only
estimates and would represent a substantial increase in revenues.

          This revenue will be complimented by revenue through our
Headquarters' Sales Operations, specifically the Government Sales and
Education Division, which will operate with a network of Independent Sales
Agents calling on government customers at the federal, state and local levels.

          The minimum revenue quota for the Government Sales and Education
Division is $4,000,000 based on current personnel, with an increase of
$250,000 per month for each Independent Sales Agent added to the program.
While starting in the second quarter, the expansion of our Independent Sales
Agent program will not be fully functional until the third quarter of 2000.
This will show a dramatic increase in government sales as Cole expands its
distribution channel via Independent Agents.  No assurance can be given that
these results will occur, and various economic factors could have an adverse
effect on these projections.

          During 1999, the Company expended considerable advertising dollars
to generate revenue.  Management has determined a new agency and advertising
campaign is needed to increase retail store sales.  Management is in the
process of setting in place a more cost-effective advertising program.  To
this end, management is engaged in negotiating and soliciting advertising
proposals from several agencies.

          1999 was a difficult year for the Company to reduce cost of sales.
The Company did not have the leverage to develop better pricing with key
vendors.  Management is now working to establish lines of credit large enough
so that a sizable reduction in cost of goods purchased will result in a
reduction of cost of goods sold and increase margins.  The Company has been
aggressively working on increasing profit by utilizing vendor rebates, as well
as vendor buying opportunities to increase leverage and Cole's return on
inventory investments.

          It is the goal of the Company during 2000 to turn over inventory at
a minimum of 24 times a year, with the target for 2000 of 48 times; this is an
aggressive estimate.  Coupled with costs controls, established detailed
expense account procedures, new credit card policies, travel policies, a new
President, new CPA and new Corporate Officer to manage the Government Sales
and Education Division, this should help the Company to increase revenue,
profitability and growth.

          During 2000, Cole is expanding its Internet business and will
launch several unique Internet revenue generating operations that will
compliment Cole's existing business.  Management has also increased emphasis
on productivity and expects productivity of employees to dramatically
increase.

          The Company is continuing to build on its strengths and expand
retail outlets during 2000 on both the East and West coasts.  This will be
commenced in the third quarter.  The awarding of the five year GSA Federal
Supply Schedule is key to this growth expansion.  It took an incredible
investment of time, personnel and money to negotiate this contract during
1999.  The Company is now in a position to take advantage of this five year
contract and its five year renewable option.

          Gross margin increase and percentage of net sales increase during
1999 as compared to 1998 was primarily the result of a shift in revenue mix
and inventory controls, the establishment of better forecasting of demands,
reduced inventory carrying levels, related costs and the cost of financial
exposure resulting from obsolescent and excess inventory levels.  These
procedures are on-going by management.

          The Company has also dramatically reduced inventory and increased
its returns under manufactures' RMA programs.  The Company reduced its
outstanding RMA's to less than half of 1998 levels during 1999, with a target
of having no backlog in RMA's in 2000.  Management intends to handle all RMA's
during the same month the returns takes place.  This change has allowed the
Company to dramatically reduce carrying of non-saleable inventory, acquire
appropriate credits, replacement parts or other benefits from suppliers in a
timely manner.

Results of Operations.
----------------------

          The Company's revenue from commercial operations was $8,737,770 for
the year ended December 31, 1999, as compared to $8,305,479 for the year ended
December 31, 1998.  Such revenue was derived from the sales of computer
systems, components and upgraded parts and the providing services by Cole's 11
Computer Master stores located in Oklahoma, Texas and Arkansas.  During 1999,
the Company opened three new Computer Master stores and each has had
significant revenues to date.

          During 1999, the Company's gross profit margin was an estimated
15.3% of net sales representing a 50% increase in contribution margin.  This
includes wholesale, government and retail sales activities.  No single
customer accounted for more than 10% of the Company's sales activities during
1999.  This gross margin increase reflects management's commitment to
profitability and stockholders' equity.

          The Company incurred a ($689,293) net loss after taxes for the
fiscal year ending December 31, 1999, as compared to a net loss of ($191,359)
after taxes for the year ended 1998.  Such activities include all costs of
operation along with incurred and accrued loss from the reorganization
activities between the public and the private corporations and the GSA
contract investments.

          While the Company has sustained a loss in 1999, the relevant impact
per stockholder is only $0.066 per share.  This loss has allowed the Company
to prepare itself for expansion and growth by implementing key hiring of
senior management, policies, procedures and contracts that are needed for its
growth.

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

          The Company had a deficit of ($477,831) of working capital as of
December 31, 1999.  This deficit of working capital is being addressed by
management in several ways.  The Company is specifically raising funds via a
Private Placement of "restricted" common stock at $1.50 per share.  As of
March 16, 2000, $492,558 had been deposited for the sale of 328,372 shares of
"restricted securities" (common stock).  In addition, the notes payable to LTC
of $250,000 have been converted to Company common stock at a price approved by
the Board of Directors in July 1999, of one share of Cole common stock for
each $1.00 of debt.  This deficit was also affected by an increase of G & A
expenses to $1,020,691 in 1999, compared to $433,538 in 1998.  This increase
in G & A expenses was primarily in gross wages, the value of the Company's
common stock issued for services and to continue expansion and growth, plus
the additional efforts to handle the GSA Federal Supply Schedule negotiations
during 1999.  The Company expects these expenses to continue in support of its
anticipated growth, but at a rate much lower than the increase between 1998
and 1999.

          Cole through its Computer Master's retail operations, has developed
a unique opportunity in the computer market for sales of parts, software,
upgrade components, custom designed computers and service of personal
computers through its strategically located retail stores.  The personal
computer industry is highly competitive and is characterized by aggressive
pricing practices, downward pressures on gross margins, short product life
cycles, continued improvement in product pricing and performance
characteristics and price sensitivity on the part of the consumer.  The
Company expects downward pressures on gross margins to be a consideration that
management must continue to address.  The increase in productivity, emphasis
on better pricing from suppliers and increase in sales per employee should
help compensate and protect the Company against some of these negative
realities.

          Cole has established a goal of $35,000 per employee per month
beginning in the third quarter of 2000 and revenue quotas for both of its
Divisions.

          This policy, along with the establishment of other revenue goals
and commission only payments in the government and wholesale markets, should
enable the Company to produce positive operating results and an improvement in
its financial condition in 2000.

          The quota assigned to the Retail Division is $1,000,000 for each
Computer Master's store and a $4,000,000 minimum assigned for the Government
Sales and Education Division, increasing with every new Independent Sales
Agent hired by $250,000 per agent.  Cole has set additional target goals to
further reduce cost of sales and increase gross margins throughout 2000.
These estimates must be considered to be aggressive, in light of 1999
revenues.

          Management has been and is looking at several capital infusion
plans for implementation during the second quarter of 2000.  This would give
Cole the financial security it needs to fund its growth and expansion in other
market areas currently being worked on by the Chief Executive Officer.

          To allow Cole's Chief Executive Officer to concentrate on these
innovations and market expansion, Homer Cole III stepped down as Chairman of
the Board at the March Board meeting.  Dr. S.F. Hartley was elected Chairman
of the Board.

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

          Independent Auditor's Report

          Balance Sheet as of December 31, 1999

          Statements of Income for the Years ended
          December 31, 1999 and 1998

          Statements of Stockholders' Equity for the years
          ended December 31, 1999 and 1998

          Statements of Cash Flows for the years ended
          December 31, 1999 and 1998

          Notes to Financial Statements
<PAGE>
<PAGE>

                   INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Stockholders of
   Cole Computer Corporation
   (formerly Pandora's Golden Box)
   Oklahoma City, Oklahoma

We have audited the accompanying consolidated balance sheets of Cole Computer
Corporation and subsidiary as of December 31, 1999 and 1998, and the related
statements of income, stockholders' equity and cash flows for each of the
years then ended.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion, the financial statements referred to in the first paragraph
present fairly, in all material respects, the financial position of Cole
Computer Corporation and subsidiary as of December 31, 1999 and 1998, and the
results of its operations and its cash flows for each of the years then ended
in conformity with generally accepted accounting principles.

February 29, 2000

Malone & Bailey, PLLC
Houston, Texas
<PAGE>
<TABLE>
                    COLE COMPUTER CORPORATION
                 (formerly Pandora's Golden Box)
                   CONSOLIDATED BALANCE SHEETS
                 As of December 31, 1999 and 1998
<CAPTION>
                                           1999           1998
<S>                                        <C>             <C>
CURRENT ASSETS
  Cash                                   $  154,791    $  226,418
  Accounts receivable                       102,846        86,058
  Theft loss receivable                     105,530
  Inventory                                 377,444       651,596
  Income tax refunds receivable              10,588
  Other current assets                        7,532        12,131

     Total Current Assets                   758,731       975,703

EQUIPMENT, less accumulated depreciation of
  $76,841 and $33,704                       171,485        69,335

Construction in progress                     34,852
Deferred contract costs                     236,645

          TOTAL ASSETS                   $1,201,713    $1,045,538

CURRENT LIABILITIES
  Notes payable                          $  384,852
  Current portion of installment notes
      payable                                24,563    $    9,272
  Demand note payable to stockholder         45,565        50,607
  Accounts payable                          592,187       554,447
  Accrued expenses                          189,395       155,583

     Total Current Liabilities            1,236,562       769,909

LONG-TERM DEBT, net of current portion       15,970        24,356

     Total Liabilities                    1,252,532       794,265

STOCKHOLDERS' EQUITY
   Common stock, $.001 par value, 25,000,000
     shares authorized, 10,114,900 and
      9,940,900 shares issued and
      outstanding, respectively              10,114         9,941
   Paid in capital                          802,781       445,753
   Retained earnings (Deficit)            ( 863,714)    ( 204,421)

     Total Stockholders' Equity (Deficit) (  50,819)      251,273

TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY                                   $1,201,713    $1,045,538
</TABLE>
         See accompanying summary of accounting policies
                and notes to financial statements.
<PAGE>
<TABLE>
                    COLE COMPUTER CORPORATION
                 (formerly Pandora's Golden Box)
                CONSOLIDATED STATEMENTS OF INCOME
          For the Years Ended December 31, 1999 and 1998
<CAPTION>

                                                      1999         1998
<S>                                               <C>            <C>
REVENUES, net of returns and allowances
  of $174,432 and $166,930                         $8,737,770   $8,305,479

COST OF SALES
  Materials                                                      7,148,112
     7,147,868
  Labor                                               173,690      225,797
  Other                                                76,332       41,732
     Total Cost of Sales                            7,398,134    7,415,397

  GROSS MARGIN                                      1,339,636      890,082

Selling expenses                                      955,981      629,897
General and administrative                          1,020,691      433,538

     NET (LOSS) FROM OPERATIONS                     ( 637,036)   ( 173,353)

Interest income                                            43          651
Interest (expense)                                  (  22,300)   (  26,245)

     NET (LOSS) BEFORE TAXES                        ( 659,293)   ( 198,947)

INCOME TAX (Benefit)                                             (   7,588)

     NET (LOSS)                                    $( 659,293)  $( 191,359)


Income (loss) per common share                         $(.066)      $(.025)
Weighted average shares outstanding                10,041,879    7,520,077
</TABLE>
         See accompanying summary of accounting policies
                and notes to financial statements.
<PAGE>
<TABLE>
                    COLE COMPUTER CORPORATION
                 (formerly Pandora's Golden Box)
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
          For the Years Ended December 31, 1999 and 1998
<CAPTION>

                                     - Common stock -             Paid in
      Retained
                            Shares                $               Capital
     (Deficit)             Totals
<S>                   <C>        <C>        <C>        <C>         <C>
Balances -
  December 31, 1997    7,300,002   $ 7,300   $(    223) $( 13,062) $(  5,985)

Shares contributed
  by founding
  shareholders          (955,725)     (956)        956

Shares issued for
  services performed
  early to mid-1998      955,725       956     285,761               286,717

Shares issued in
  connection with
  reorganization
  December 1998        2,248,000     2,248   1,604,727             1,606,975

Costs of fundraising
  - shares issued                           (1,816,975)           (1,816,975)
  - cash paid                               (   21,000)           (   21,000)

Shares sold for cash
  December 1998          392,898       393     392,507               392,900

Net (loss) - 1998                                        (191,359)  (191,359)

Balances -
  December 31, 1998    9,940,900     9,941     445,753   (204,421)   251,273

Shares sold for cash

  January 1999            50,000        50      49,950                50,000

Adjustment of shares
  issued in connection
  with reorganization
  December 1998           50,000        50   (      50)

Shares contributed
  by founding
  shareholders          ( 81,100)     ( 81)         81

Shares issued for
  services               154,600       154     307,047               307,201

Net (loss) - 1999                                        (659,293)  (659,293)

Balances -
  December 31, 1999   10,114,400   $10,114   $ 802,781  $(863,714) $( 50,819)
</TABLE>
         See accompanying summary of accounting policies
                and notes to financial statements.
<PAGE>
<TABLE>
                    COLE COMPUTER CORPORATION
                 (formerly Pandora's Golden Box)
               CONSOLIDATED STATEMENTS OF CASH FLOW
          For the Years Ended December 31, 1999 and 1998
<CAPTION>

                                                        1999        1998
<S>                                                   <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                  $(659,293)  $(191,359)
  Adjustments to reconcile net income to net
    cash provided by operating activities:
    Stock issued for services                          307,200      76,718
     less:  amount deferred until next year           (  4,500)
    Depreciation                                        43,137      17,597
    Deferred income taxes                                         (  2,793)
  Change in cash from:
    Accounts receivable                               ( 16,788)   ( 25,887)
    Inventory                                          274,152    (520,051)
    Other current assets                              (  1,488)   (  7,953)
    Accounts payable                                    37,739     486,170
    Accrued expenses                                    33,812     102,187
     NET CASH FROM OPERATING ACTIVITIES                 13,971    ( 65,371)

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of equipment                               (145,287)   ( 30,111)
  Payments on construction in progress                ( 34,852)
  Payments on deferred contract costs                 (236,645)
     NET CASH FROM INVESTING ACTIVITIES               (416,784)

CASH FLOWS FROM FINANCING ACTIVITIES
  Cash loan by a major vendor and stockholder          250,000
  Cash loan by a stockholder                            34,852
  Proceeds from a bank credit line                     100,000
  Reimbursements to a bank for the theft loss         (110,791)
    Less:  non-cash portion of loan increase            22,225
  Stock issued for cash                                 50,000     392,900
  Less:  cash paid for costs of fundraising                       ( 21,000)
  Advances by (repayments to) founding stockholder    (  5,042)     50,607
  New installment loans                                             18,561
  Principal payments on installment loans             ( 10,058)   (142,128)
     NET CASH FROM FINANCING ACTIVITIES                331,186     298,940

NET CHANGE IN CASH                                    ( 71,627)    203,458

CASH ON HAND - beginning of year                       226,418      22,960

             - end of year                           $ 154,791   $ 226,418


SUPPLEMENTAL DISCLOSURES
  Interest paid                                      $  21,800   $  26,245
  Income taxes paid                                          0           0
</TABLE>
<PAGE>
         See accompanying summary of accounting policies
                and notes to financial statements.

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business:  Electronic Service Co., Inc. ("ESCI") was formed in
November 1991 as an Oklahoma corporation for the purpose of acquiring and
operating an electronics repair business.  In 1996, the Company adopted the
dba Computer Masters and changed its business to personal computer "clone"
hardware assembly, sales, and repair, utilizing both the 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") described in Note 5.  ESCI is now a
wholly-owned subsidiary of the Company.  The Company now has eleven retail
stores in Oklahoma, Arkansas and Texas, and also sells to area government
agencies and military installations.

All shares transactions for the two-year period have been restated for the 3-
for-1 split occurring December 1998.  All significant intercompany
transactions have been eliminated in the consolidated financial statements.

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

Cash and Cash Equivalents include highly liquid investments, which are readily
convertible into cash and have maturities of three months or less.

Revenue is recognized when products are delivered.  Bad debts are
insignificant and are recognized when collection is deemed doubtful by
management.

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.

Equipment is carried at cost and consists of a vehicle and computers used for
inventory control and retail point-of-sale terminals.

Depreciation is determined using the straight-line method based over their
estimated useful lives.

Deferred income taxes are determined on the liability method.  Timing
differences between net income and taxable income as reported result mostly
from depreciation timing differences.

Warranty repair expenses are immaterial and no reserve for warranty repairs
has been established.

NOTE 2 - THEFT LOSS RECEIVABLE

In May 1999, the Company incurred losses from shipping goods to various
locations, relying on stolen credit card numbers.  The thefts were 4
transactions, totaling $127,755 in retail value and $105,530 in cost of
inventory.  The clearing bank (Banc One) demanded the money back after
initially paying the charges, and the Company agreed to a 9-month payout,
without interest of the full balance.  The criminals were caught and the
Company expects to collect either by an insurance claim or a claim against the
clearing bank for any monies not refunded in restitution by the criminals.
Management believes all amounts are refundable within the year 2000.


NOTE 3 - CONSTRUCTION IN PROGRESS

Construction in progress is for retail location signs, which were about half
completed as of December 31, 1999.  The remaining $34,852 is due upon
completion, estimated to be March 2000.


NOTE 4 - DEFERRED CONTRACT COSTS

The Company was awarded a 5-year federal General Services Administration
contract to supply computer systems to government agencies and military bases
in February 2000.  In connection with seeking this contract, $236,645 in
salary and travel costs.  This amount was capitalized and will be written off
using the straight-line method over a 5-year period beginning with the second
quarter of 2000.


NOTE 5 - RELATED PARTY DEMAND NOTE PAYABLE

The majority stockholder advanced monies to the Company in 1998.  The notes
attach no collateral, are repayable on demand, and carry a 12% interest rate.


NOTE 6 - INSTALLMENT NOTES PAYABLE

Installment debt is as follows:
                                                      1998           1997
  Notes payable to GMAC and Union Acceptance,
    payable in remaining installments of $418 and
    $386, respectively, including interest at 4.9%
    and 13.5% APR, respectively, secured by
    equipment and a vehicle                         $ 23,569       $ 33,628

  Note payable to Banc One to repay theft loss,
     repayable in $15,000 monthly installments,
     no interest and no collateral - see Note 2      16,964

  Less:  current maturities                         (24,563)       ( 9,272)

     Net long-term debt                            $ 15,970       $ 24,356

The long-term principal portion is due $8,262 in 2001, $4,911 in 2002 and
$2,798 in 2003.

NOTE 7 - INCOME TAXES

As of December 31, 1999, the Company had a net operating loss carryforward of
about $540,000, which expires $200,000 in 2018 and $340,000 in 2019.


NOTE 8 - COMMON STOCK

In early to mid-1998, the Company paid various consultants and advisers
255,725 shares, which it has valued at $76,718.

In December 1998, the Company agreed to a reorganization with Pandora's Golden
Box ("Pandora"), a Nevada publicly-held shell company, whereby the Company's
shareholders exchanged 100% of the Company's outstanding stock for 73% of the
outstanding shares of Pandora.  Pandora had no significant assets or
liabilities.

Immediately following this reorganization, all shares were given a 3-for-1
split.  A summary of shares issued in connection with the reorganization is as
follows:

     Original shareholders of Cole Computer         7,300,002
     Original shareholders of Pandora                 641,025
     Promoters and consultants                      1,006,975
     Attorneys                                        600,000
                                                    9,548,002
     Add:  shares sold at $1 in December 1998         392,898

     Total shares outstanding at December 31, 1998  9,940,900

Stock issued to promoters, consultants and attorneys in connection with the
reorganization and fundraising efforts is valued at $1 and is shown as a
reduction of paid in capital.

Shortly after the reorganization, $442,900 in cash was raised by the sales of
stock at $1 per share, with $392,900 raised in December 1998 and another
$50,000 received January 1999.  These monies were used to pay off $118,000 of
installment debt and $21,000 in offering costs, with the balance available for
operating expenses.

In late 1999, the Company issued 154,600 shares to employees and consultants
during 1999 for services rendered.

As of February 29, 2000, there were 10,000 options outstanding to purchase
Company stock at $1.50.  These options are exercisable anytime until November
1, 2002, when they expire.


NOTE 9 - OPERATING LEASES

The Company has eleven retail stores and one corporate office.  Leases on
these spaces vary in cost and term.  Rent expense for 1999 and 1998 is $96,436
and $89,785, respectively.  Net minimum lease payments are due $111,145 in
2000, $67,284 in 2001, $50,400 in 2002, $42,450 in 2003, and $24,750
thereafter.

NOTE 10 - MAJOR VENDORS

The following were significant vendors during 1999 and 1998:

                                       1999                  1998
     Lasertech Computer
       Distributors, Inc.            $2,604,288  37%   $1,361,898    19
     Mighty Micro, Inc.                 824,379  12     2,222,461    32%
     Max Group Corporation              672,531  12
     Continental Technology             656,488  12

Lasertech owns 100,000 shares or 1% of outstanding Company stock, and loaned
the Company $250,000 during 1999.  No single customer accounted for as much as
10% of total sales during either year.


NOTE 11 - SUBSEQUENT EVENTS

The Company began raising money in January 2000 via a private placement of its
common stock at $1.50 per share.  As of February 29, 2000, $337,000 had been
paid
by investors.
<PAGE>

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

          See the 8-K Current Report of the Company dated December 23, 1998,
Part III, Item 13.

                                 PART III

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

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

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

<TABLE>
<CAPTION>

                                      Date of          Date of
                    Positions         Election or      Termination
  Name              Held              Designation      or Resignation
  ----              ----              -----------      --------------
   <S>               <C>                  <C>               <C>

Homer O. Cole III  Director, CEO         12//98              *
                   President                               03/00

Cynthia A. Cole    Director               12/98              *
                   Sec'y/Treasurer

Kam Mar            Director               12/98              *

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

John L. Ruth       President              04/00              *
                   Director               04/00              *

     * This person presently serves in the capacities indicated.

</TABLE>

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

         Homer O. Cole III. Mr. Cole is 44 years of age and is a Director and
the CEO of the Company.  Mr. Cole's work experience includes serving
as Computer Masters Chief Executive Officer since 1991.  Mr. Cole has years of
previous experience as a Service Manager for several TV and appliance
companies who maintained a leading presence based on quality service and
integrity in the Oklahoma markets.  The Archbishop of Oklahoma City and the
President of St. Gregory's University selected Mr. Cole as a founder of the
University.

         Cynthia A. Cole.  Ms. Cole is 37 years of age and is a Director and
the Secretary of the Company.  Ms. Cole has served as President of Computer
Masters since 1991.  Ms. Cole received a nursing degree from Rose State
College and is a registered nurse.  Ms. Cole performs many charitable services
within the community and is involved in her community church.

          Kam Mar.  Mr. Mar is 59 years of age and is a Director of the
Company.  In 1986, Mr. Mar and his business partner, Tony Ho, developed
Elco Computer, a small computer retail store, in Alhambra, California, which,
in one year, became a multi-million dollar computer parts distributor.  In
1987, he brought the least expensive PC mother board with 1 mega byte of RAM
to the market.  In 1987, Mr. Mar founded Procomp Computer and was the chief
financial officer until 1996.  Procomp Computer is a system integrator
providing customized micro computers to corporations.  In 1989, he founded
K.M. Corporation to manufacture 486 mother boards in Sunnyvale, California.
In 1994, Lasertech Computer Distributor, Inc. was founded with Mr. Mar as the
CEO and CFO.

          S.F. Hartley, D.P.M.  Dr. Hartley is 55 years of age and is the
Chairman of the Board of Directors and a Director of the Company.  He is a
well respected podiatrist in Houston, Texas, owns five (5) podiatry clinics
and is a co-owner of three (3) surgery centers in the greater Houston area.
In addition, Dr. Hartley is a shareholder and Board of Director member of a
national company that owns seventy-two (72) podiatry clinics across the U.S.
Dr. Hartley is on staff at several hospitals and also serves as the National
Representative for the State of Texas on the National Podiatry Board.  Dr.
Hartley is also a Board of Director member for several commercial banking
institutions.

          John L. Ruth.  Mr. Ruth is 46 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 most recent posting 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 has 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 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.

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

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

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

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

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

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

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

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

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

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

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

Cash Compensation.
------------------

          The following table sets forth the aggregate compensation paid by
the Company for services rendered during the periods indicated:

<TABLE>
<CAPTION>
                        SUMMARY COMPENSATION TABLE

                           Long Term Compensation

                    Annual Compensation   Awards  Payouts

(a)          (b)     (c)     (d)      (e)    (f)     (g)    (h)    (i)
                                                    Secur-
                                     Other          ities          All
Name and   Year or                   Annual  Rest-  Under-  LTIP   Other
Principal  Period   Salary   Bonus   Compen- ricted lying   Pay-   Comp-
Position   Ended      ($)     ($)    sation  Stock  Options outs   ensat'n
-----------------------------------------------------------------
<S>         <C>        <C>     <C>     <C>   <C>     <C>    <C>    <C>
Homer O.    12/31/99   $63,127  0       0     *       0      0      0
Cole, III   12/31/98   $37,654  0       0     0       0      0      0
CEO &
Director

Cynthia     12/31/99   $15,890  0       0     0       0      0      0
A. Cole,    12/31/98   $13,439  0       0     0       0      0      0
Sec'y/Treas
& Director

Kam Mar.    12/31/99     0      0       0     0       0      0      0
Director    12/31/98     0      0       0     0       0      0      0

S.F.        12/31/99     0      0       0     0       0      0      0
Hartley,    12/31/98     0      0       0     0       0      0      0
Director, D.P.M.

John L.Ruth,12/31/99   $31,200  0       0     *       0      0      0
President
& Director

               *    Shares of "restricted securities (common stock) of the
                    Company were issued as bonuses, as follows, during fiscal
                    1999: Homer O. Cole, III, 36,400 shares; and John L. Ruth,
                    50,000 shares.

</TABLE>

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

         None, unless included in the foregoing table.

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

         None, unless included in the foregoing table.


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

          None; not applicable.

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

         None, unless included in the foregoing table.


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

          There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director.  No
additional amounts are payable to the Company's directors for committee
participation or special assignments.

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

          None.

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

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

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

          The following table sets forth the share holdings of those persons
who own more than five percent of the Company's common stock as of the date of
this Report:

                            Percentage                    Number
Name and Address            of Class           of Shares Beneficially Owned
----------------           ---------           ----------------------------

Cynthia A. Cole               61%                        6,192,775
11711 South Portland
Oklahoma City, OK 73170

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

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

          The following table sets forth the shareholdings of the Company's
directors and executive officers as of the date of this Report:


                          Percentage                     Number
Name and Address           of Class            of Shares Beneficially Owned
----------------           -------            -----------------------------

Cynthia A. Cole               61%                     6,192,775
11711 South Portland
Oklahoma City, OK 73170

Homer O. Cole                .004%                       36,400
11711 South Portland
Oklahoma City, OK 73170

S.F. Hartley, D.P.M.         .007%                       98,000
2201 Juanita Lane
Deer Park, TX 77536

Kam Mar                      .005%                       50,000
1110 Volante Drive
Arcasia, CA 91007

John L. Ruth                 .005%                       50,000
6201 S E 56th Street
Oklahoma City, OK 73130

All directors and executive
officers as a group (5)      61.02%                     6,427,175

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

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

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

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

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

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

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

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

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

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

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

         None; not applicable.

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

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

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

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

         No 8-K Current Reports were filed by the Company during the last
quarter of the year ended December 31, 1999.

Exhibits*

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

Registration Statement on Form 10-SB**        Part I

10-KSB Annual Report for the year ended     Part I
December 31, 1998**

Form 8-K Current Report dated December 23     Part I
1998

Information Statement dated January 4,        Part I
1999**

          (ii)

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

  27                 Financial Data Schedule

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

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

                            SIGNATURES

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

                                    COLE COMPUTER CORPORATION


Date: 04/14/00                       By /s/ Homer O. Cole, III
                                        ----------------------
                                        Homer O. Cole III, Director
                                        and CEO


Date: 04/14/00                       By /s/ Cynthia A. Cole
                                        -------------------
                                        Cynthia A. Cole, Director
                                        and Secretary/Treasurer

Date: 04/14/00                       By  /s/ S. F. Hartley
                                        ------------------
                                         S. F. Hartley, D.P.M., Director
                                         and Chairman of the Board

Date: 04/14/00                       By  /s/ John L. Ruth
                                         ----------------
                                         John L. Ruth, President and
                                         Director