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

                                 FORM 10-KSB/A
                                Amendment No. 1

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

                   For the fiscal year ended December 31, 2000

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

          For the transition period from _____________ to ____________

                           Commission File No.:0-23819


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

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

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

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

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

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

                      $0.001 par value common voting stock

                   Name of Each Exchange on Which Registered:None


Securities Registered under Section 12(g) of the Exchange Act:None

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

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

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

     State Issuer's revenues for its most recent fiscal year:  December 31, 2000
- $10,940,140.

     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.

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

                   (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:

                                 August 27, 2001

                                   15,507,400

                       DOCUMENTS INCORPORATED BY REFERENCE

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

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

                                     PART I

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

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

     Year Ended December 31, 2000.
     -----------------------------

     Cole Computer  Corporation  ("Cole,"  "Computer  Masters" or the "Company")
entered  into  an  agreement  in  September   2000,   with  Lasertech   Computer
Distributors,  Inc, a major  vendor  controlled  by one of our  directors  which
provided a warehouse and financing of up to $1,000,000  for product.  As part of
the agreement,  warehouse operations along with associated employees,  functions
and costs were also transferred.  This significantly  reduced our cost of sales,
general and administrative in the fourth quarter.

     During  December of 2000, we entered into an agreement with Golden Alliance
Assurance  Corporation  (GAAC). This agreement includes a consulting contract to
provide hardware and software for $10,000 per month for a term of one year.

     Also during December,  we began the acquisition of an established  computer
retail  outlet,  PC-Tech in Tulsa,  Oklahoma.  This retail  outlet serves as the
corporation  entry into the Tulsa  Market.  The outlet opened under the Computer
Master name January 2, 2001.

     It was a goal for the year 2000 to turn  inventory over 24 times during the
year. We actually  turned  inventory over 18 times during the year partly due to
the erratic nature of the market.  Emphasis was placed on determining  the right
product mix,  however,  many of the new technology  products did not take off as
expected.  Continued  emphasis will be placed on establishing  the right product
mix to achieve a turnover rate of 24 times per year.

     We have  relocated  three retail  outlets to new  locations to increase the
retail walk-in traffic.  Sales at the first outlet have increased nearly 25% for
the months of February and March of 2001.

     During 2000, the Company has made significant  progress in determining what
type of advertising works best for our marketplace. We have made agreements with
some  major  vendors to secure  Marketing  Designated  Funds  (MDF) to assist in
advertising.  This has allowed our advertising efforts to double while our costs
have remained the same.

     Our General Service contract has not met expectations for the year. We made
cuts in sales staff  along with  continuing  budgets  cuts by DOD  Agencies  and
extended  continuing  resolution  during a presidential  year all contributed to
less than desired sales.
<PAGE>

     Years Ended December 31, 1998 and 1999.
     ---------------------------------------

     For a discussion of the business development of Cole from inception through
the  calendar  year ended  December  31, 1999,  see the  Company's  Registration
Statement on Form 10-SB, as amended, and the Company's 10-KSB Annual Reports for
the years ended  December 31, 1999 and 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.

Business.
---------

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

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

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

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

     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,  including  a shopping  cart with a secure  credit  card
payment  system.  The  implementation  of each phase  places  the  Company in an
opportune  position  to market  its  products  and  services  in select  niches,
including the exciting Internet marketplace across the World Wide Web.

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

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

The Company will build on its strengths in the regional Oklahoma marketplace and
implement a disciplined  and controlled  expansion  which will follow the growth
pattern of other successful major retailers.  The initial rural and "small-town"
America  approach will take the best of a proven,  textbook  Wal-Mart  strategy.
Further,  the Company will build on its "Heartland"  success with a low overhead
retail operation of a Radio Shack style storefront.  For the year 2001, four (4)
new store  openings are planned.  The  Company's  management  believes that this
expansion   will  result  in  an   enterprise   of   substantial   standing  and
profitability.

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.
<PAGE>

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

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

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

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

     with a price of less than five dollars per share;

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

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

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

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

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

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

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

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

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

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

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

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

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

     None.

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

     32 full time employees, and two part-time employees.
<PAGE>

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 - *
      4                      959 sq. ft.              Pres - *
      5                    1,200 sq. ft.              Pres - *
      6                    1,000 sq. ft.              Pres -June 30, 2003
      7                    3,300 sq. ft.              Pres - *
      8                    1,200 sq. ft.              Pres - Apr 30, 2001
      9                      750 sq. ft.              Pres - *
     10                    1,000 sq. ft.              Pres -Sept 30, 2003
     11                    1,000 sq. ft.              Pres -Sept 30, 2004
     12                    1,400 sq. ft.              Pres -Aug. 31, 2001
     13                    2,500 sq. ft.              Pres - *

TOTAL:                    17,833 sq. ft.

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

*  These leases are on a month to month basis.

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

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

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

     During the fourth  quarter of the calendar year ended December 31, 2000, no
matter  was  submitted  to a vote of the  Company's  security  holders,  whether
through the solicitation of proxies or otherwise; however, a Proxy Statement was
forwarded to stockholders on June 16, 2000, respecting  resolutions of the Board
of Directors to elect seven directors,  appoint independent accountants,  ratify
the restatement of the Articles of Incorporation,  ratify the restatement of the
Corporate  By-Laws.  7,348,562 shares voted in favor of the matters presented at
the meeting;  zero shares voted against the matters  presented;  and zero shares
abstained.  This Proxy Statement is incorporated  herein by reference.  See Part
III, Item 13.
<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," 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
--------------                          ----                ---
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

March 31, 2000                          $8.50              $2.125

June 30, 2000                           $5.125             $1.875

September 30, 2000                      $2.4375            $0.65625

December 31, 2000                       $0.71875           $0.3125

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             500,000            $750,000

Officers                 Feb-2000              58,000            Services*

Consultants              June-2000            135,000            Services*

Officers                 June-2000             75,000            Services*

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

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

Majority Stockholder     December-2000      4,000,000            Investment

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

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

     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  4,785,000  shares of  "restricted  securities"
issued as  outlined  above from June to  December,  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 August 27,
2001, was approximately 366.

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

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

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

     The following discussion highlights our Company's performance and it should
be read in conjunction with the financial  statements  (including related notes)
accompanying this Report.

     Total Revenues increased 25% with sales of $10,940,140 for the year 2000 as
compared to $8,737,770  for the year 1999.  The revenue  increase came at a time
when the computer industry was down. In addition,  we opened a new retail outlet
in  Springdale,  Arkansas.  This  retail  outlet  has  achieved a level of sales
sufficient  to cover its own  operating  expenses and has started to  contribute
income needed for covering corporate overhead.

     Cost of Sales increased to 89% as a percentage of revenue from 85% in 1999.
This  increase  reflects the  reduction in sales  revenue on items  experiencing
downward price fluctuations.

     Selling expenses as a percentage of total revenue increased to 15% from 11%
in 1999.  This  reflects the $326,000  increase in labor costs.  Full year labor
cost for three new stores and  salaries for GSA sales staff  contributed  to the
increase.

     General and administrative costs as a percentage of total revenue decreased
to 10% from 12% in 1999. This decrease was due to the $49,000 reduction in legal
and accounting expenses.  In addition,  corporate payroll was reduced by $57,000
by reducing middle management staff.

     Competitive  pricing in the industry has driven  pricing and margins to low
levels.  In many  cases,  the  Company had to sell twice the product in order to
have the same revenue as last year. Some of the  programs/actions  we have taken
to  dramatically  reduce  overhead  costs,  increase  margins  and cost of sales
include the following:

     In September of 2000, we entered into an agreement with Lasertech  Computer
Distributors,  Inc, a major  vendor  controlled  by one of our  directors  which
provided a warehouse and financing of up to $1,000,000  for product.  As part of
the agreement,  warehouse operations along with associated employees,  functions
and costs were also transferred.  This significantly  reduced our cost of sales,
general and administrative in the fourth quarter.

     During  December of 2000, we entered into an agreement with Golden Alliance
Assurance  Corporation  (GAAC). This agreement includes a consulting contract to
provide hardware and software for $10,000 per month for a term of one year.

     Also during December,  we began the acquisition of an established  computer
retail  outlet,  PC-Tech in Tulsa,  Oklahoma.  This retail  outlet serves as the
corporation  entry into the Tulsa  Market.  The outlet opened under the Computer
Master name January 2, 2001.

     It was a goal for the year 2000 to turn  inventory over 24 times during the
year. We actually  turned  inventory over 18 times during the year partly due to
the erratic nature of the market.  Emphasis was placed on determining  the right
product mix,  however,  many of the new technology  products did not take off as
expected.  Continued  emphasis will be placed on establishing  the right product
mix to achieve a turnover rate of 24 times per year.

     We have  relocated  three retail  outlets to new  locations to increase the
retail walk-in traffic.  Sales at the first outlet have increased nearly 25% for
the months of February and March of 2001. Two additional  moves have taken place
in the first quarter of 2001.
<PAGE>

     During 2000, the Company has made significant  progress in determining what
type of  advertising  works  best  for our  marketplace.  We have  entered  into
agreements with some major vendors to secure Marketing Designated Funds (MDF) to
assist in advertising.  This has allowed our advertising efforts to double while
our costs have remained the same.

     Our General Service contract has not met expectations for the year. We made
cuts in sales staff  along with  continuing  budgets  cuts by DOD  Agencies  and
extended  continuing  resolution  during a presidential  year all contributed to
less than desired sales.

     We  incurred a net loss of  ($1,749,145)  after  taxes for the fiscal  year
ending December 31, 2000 as compared to a net loss of ($637,036) after taxes for
the  year  ended  1999.  We  reserved  a loss of  ($127,775)  for a  theft  loss
receivable due to stolen credit card purchases in 1999. In addition, the Company
is writing off the unamortized  portion of expenses ($236,645) that was incurred
in  seeking  the  General  Services  Contract.  This was done based on the sales
volume and gross margins under the contract.

     We had a deficit of $667,013 in working  capital as of December  31,  2000.
The current  arrangement  with Lasertech for a product credit line will continue
to make this a viable company.

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

     As of December 31, 2000, the Company had $192,751 in cash and $1,693,733 in
current assets with $2,289,779 in current liabilities.

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

          Independent Auditor's Report

          Balance Sheet as of December 31, 2000

          Statements of Income for the Years ended
          December 31, 2000 and 1999

          Statements of Stockholders' Equity for the years
          ended December 31, 2000 and 1999

          Statements of Cash Flows for the years ended
          December 31, 2000 and 1999

          Notes to Financial Statements
<PAGE>


                   INDEPENDENT AUDITOR'S REPORT

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

We have audited the  accompanying  consolidated  balance sheets of Cole Computer
Corporation  and its  subsidiary  as of  December  31,  2000,  and  the  related
consolidated  statements of loss, capital deficit and cash flows for each of the
two 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 auditing standards  generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  consolidated  financial  position of Cole Computer
Corporation and subsidiary as of December 31, 2000, and the consolidated results
of its  operations  and its cash  flows for each of the two years  then ended in
conformity with accounting principles generally accepted in the United States.

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

/s/ Malone & Bailey, PLLC
Houston, Texas

<PAGE>
                          COLE COMPUTER CORPORATION
                         CONSOLIDATED BALANCE SHEETS
                                December 31,


                                                                    2000
                                                                   ------

CURRENT ASSETS
  Cash                                                          $  192,751
  Accounts receivable                                              273,169
  Accounts receivable - affiliate                                  579,170
  Inventory                                                        614,669
  Other current assets                                              33,974

Total Current Assets                                             1,693,733

EQUIPMENT, less accumulated depreciation of $147,450               329,482

Investment, at cost                                                  4,000

TOTAL ASSETS                                                    $2,027,215

CURRENT LIABILITIES
  Notes payable                                                 $   90,000
  Current portion of long-term
    debt and capital leases                                         26,848
  Demand note payable to stockholder                                14,698
  Accounts payable                                               1,179,734
  Accounts payable - affiliate                                     810,333
  Accrued expenses                                                 168,166

Total Current Liabilities                                        2,289,779

LONG-TERM DEBT AND CAPITAL LEASES                                   70,967

Total Liabilities                                                2,360,746

CAPITAL DEFICIT
   Common stock, $.001 par value, 25,000,000
   shares authorized, 15,457,400 shares
   issued and outstanding                                           15,457
   Paid-in capital                                               2,303,436
   Deficit                                                      (2,652,424)

      Total Capital Deficit                                       (333,531)

TOTAL LIABILITIES AND CAPITAL DEFICIT                           $2,027,215


             See accompanying summary of accounting policies
                    and notes to financial statements.
<PAGE>

                          COLE COMPUTER CORPORATION
                       CONSOLIDATED STATEMENTS OF LOSS
                      For the Years Ended December 31,

                                                      2000          1999
                                                     ------        ------
REVENUES
  Retail                                           $9,227,004   $8,737,770
  Wholesale                                         1,713,136

                                                   10,940,140    8,737,770

COST OF SALES
  Retail                                            8,087,750    7,398,134
  Wholesale                                         1,653,136

Total Cost of Sales                                 9,740,886    7,398,134

  GROSS MARGIN                                      1,199,254    1,339,636

Selling expenses                                    1,612,317      955,981
General and administrative                          1,127,821    1,020,691
Impairment loss                                       208,261

NET LOSS FROM OPERATIONS                           (1,749,145)   ( 637,036)

Other income (expense)
  Interest income                                                       43
  Interest (expense)                                (  39,565)   (  22,300)

NET LOSS                                          $(1,788,710)  $( 659,293)

Net loss per common share                               $(.16)      $(.07)

Weighted average shares outstanding                10,875,468   10,041,879

             See accompanying summary of accounting policies
                    and notes to financial statements.
<PAGE>

                            COLE COMPUTER CORPORATION
                   CONSOLIDATED STATEMENTS OF CAPITAL DEFICIT
                 For the Years Ended December 31, 2000 and 1999

                         - Common stock -      Paid in
                           Shares    Amount    Capital  (Deficit)   Totals

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                                                 (659,293)   (659,293)
Balances -
  December 31, 1999      10,114,400  10,114    802,781   (863,714)    (50,819)

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

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

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

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

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

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

Net loss                                               (1,788,710) (1,788,710)
Balances -
  December 31, 2000      15,457,400 $15,457 $2,303,436$(2,652,424)  $(333,531)

             See accompanying summary of accounting policies
                    and notes to financial statements.
<PAGE>

                            COLE COMPUTER CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                        For the Years Ended December 31,


                                                        2000         1999
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                         $(1,788,710)  $(659,293)
  Adjustments to reconcile net income to net
    cash provided by operating activities:
    Stock issued for compensation                      112,500
    Stock issued for services                          289,500     307,200
        less:  amount deferred until next year                    (  4,500)
    Depreciation                                        98,993      43,137
    Impairment loss                                    208,261
    Bad debt                                           105,530
  Change in cash from:
    Accounts receivable                               (170,324)   ( 16,788)
    Accounts receivable - affiliate                   (579,170)
    Inventory                                         (237,226)    274,152
    Other current assets                              ( 15,853)    ( 1,488)
    Accounts payable                                   587,548      37,739
    Accounts payable - affiliate                       810,333
    Accrued expenses                                  ( 21,229)     33,812
NET CASH FROM OPERATING ACTIVITIES                    (599,847)     13,971

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of equipment                               ( 87,971)   (145,287)
  Payments on construction in progress                            ( 34,852)
  Payments on deferred contract costs                             (236,645)
NET CASH USED BY INVESTING ACTIVITIES                 ( 87,971)   (416,784)

CASH FLOWS FROM FINANCING ACTIVITIES
  Cash loan by affiliate                                           250,000
  Cash loan by a stockholder                                        34,852
  Proceeds (payments)from a bank credit line           (10,000)    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                                749,998      50,000
  Advances by (repayments to) founding stockholder      69,133     ( 5,042)
  Principal payments on capital leases                ( 16,930)
  Principal payments on installment loans             ( 66,423)   ( 10,058)
NET CASH PROVIDED BY FINANCING ACTIVITIES              725,778     331,186

NET CHANGE IN CASH                                      37,960    ( 71,627)

CASH, beginning of year                                154,791     226,418
CASH, end of year                                   $  192,751   $ 154,791


SUPPLEMENTAL DISCLOSURES
  Interest paid                                       $ 40,065   $  26,245
  Income taxes paid                                          0           0

          See accompanying summary of accounting policies
                 and notes to financial statements.
<PAGE>
                   COLE COMPUTER CORPORATION
           NOTES TO CONSOLIDATED 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 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.  ESCI is now a  wholly-owned  subsidiary  of the Company.  The Company has
thirteen  retail  stores in  Oklahoma,  Arkansas  and  Texas,  and sells to area
government agencies and military installations.

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 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.

Property and Equipment is carried at cost and consists of vehicle, furniture and
fixtures  and  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.

<PAGE>
                            COLE COMPUTER CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

Advertising costs are charged to operations when incurred.  Advertising expenses
for 2000 and 1999 were $176,548 and 171,389, respectively.

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

Loss per common  share is  computed  by  dividing  the net loss by the  weighted
average number of common shares outstanding.

Diluted net loss per common share is computed by dividing  the net loss,  by the
weighted  average number of common shares  outstanding  plus potential  dilutive
securities.  For the year ended December 31, 1999 there were no such securities.
For the year ended  December 31, 2000 the potential  dilutive  securities had an
anti-dilutive effect, accordingly diluted earnings per share is not shown.

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

Stock options  issued to employees  are accounted for using the intrinsic  value
method.

NOTE 2 - MANAGEMENT AGREEMENT

In May 2001, the Company expanded its management agreement with the shareholder,
major vendor and board member referred to in Note 6. This expanded agreement now
includes  operational  controls over all Company stores,  store inventory levels
and Company payment obligations to suppliers.

NOTE 3 - INVESTMENT

During  December 2000, the Company issued  4,000,000  shares of its common stock
and a  purchase  option in  exchange  for  1,000,000  shares of Golden  Alliance
Assurance Corporation ("GAAC"), a Nevada Corporation. The purchase option allows
the Company the right to buy back its shares for $.001 per share or $4,000 for a
period  beginning  January 1st and expiring in 360 days or December 26, 2001. No
cash  was  issued  as a  result  of  this  transaction.  GAAC  entered  into  an
irrevocable  agreement option and acquired an Argentine  insurance company.  The
Company valued the  transaction at $4,000 and will account for its investment in
GAAC under the cost method.

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

<PAGE>
                            COLE COMPUTER CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - 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  Company  reimbursed  the  clearing  bank  (Banc One) after they
demanded the money back after paying the charges.  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.
The Company has not  collected any monies as of December 31, 2000 or through the
date of this report and is continuing  to seek the full value of this asset.  In
December 2000, the Company recorded a reserve of the full balance.

NOTE 5 - IMPAIRMENT LOSS

The  Company  was  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,  the Company  incurred
$236,645 in salary and travel costs that were capitalized. The deferred contract
costs will be amortized using the straight-line  method over a 5-year period. In
December 2000,  Management determined that an impairment occurred based on sales
volume and gross  margins  under this  contract.  Accordingly,  the  Company has
written off the unamortized portion of the asset.

NOTE 6 - RELATED PARTY TRANSACTIONS

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

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

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

NOTE 7 - NOTES PAYABLE AND CAPITAL LEASES PAYABLE

Installment debt is as follows:                           2000
  Notes payable to Union Acceptance,
    payable in remaining installments of
    $386, including interest at
    13.5% APR, secured by equipment                          $ 8,963

  Capital lease obligations, various terms                    88,852

  Less:  current maturities                                 ( 26,848)

     Net long-term debt                                     $ 70,967

The  long-term  principal  portion is due  $31,425 in 2002,  $21,762 in 2003 and
$17,780 in 2004.

NOTE 8 - INCOME TAXES

As of December 31, 2000,  the Company had a net operating loss  carryforward  of
approximately  $2,329,000,  which expires  $200,000 in 2018 and $340,000 in 2019
and $1,789,000 in 2020.

NOTE 9 - STOCK OPTIONS

As of December  31,  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.  The fair value of these  options at the date of grant
were not material.

NOTE 10 - OPERATING LEASES

The Company has twelve retail stores and one corporate  office.  Leases on these
spaces vary in cost and term.  Rent  expense  for 2000 and 1999 is $152,675  and
$126,003,  respectively.  Net minimum lease payments due are as follows: $91,000
in 2001, $67,000 in 2002, $57,000 in 2003, and $25,000 in 2004.

NOTE 11 - SUPPLEMENTAL CASH FLOW INFORMATION

During the year ended December 31, 1999, the Company had the following non-cash
transaction,  in late 1999,  the Company  issued 154,600 shares to employees and
consultants during 1999 for services rendered.

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

<PAGE>
                            COLE COMPUTER CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - SUPPLEMENTAL CASH FLOW INFORMATION - continued

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

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

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

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

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

NOTE 12 - MAJOR VENDORS

The following were significant vendors during 2000 and 1999:

                                           2000            1999
                                          -------         ------

               Company A                 3,918,000  40%  2,604,000  37%
               Company B                 2,592,000  27%    824,000  12%
               Company C                                   673,000  12%
               Company D                                   656,000  12%

One customer accounted for 16% total sales in 2000.  No customer accounted for
sales greater than 10% in 1999.

<PAGE>

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

         None.

                                    PART III

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

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

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


                                      Date of          Date of
                    Positions         Election or      Termination
  Name              Held              Designation      or Resignation
  ----              ----              -----------      --------------

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

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

Eddy Littlejohn    Chief Financial Officer 10/00              *

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              *
                   Chief Operating Officer 04/00              *

John Geist         Vice President

Albert D. Fields   Director                05/00              *

Dr. Yin-Chang Liu  Director                07/00              *


     * This person presently serves in the capacities indicated.
<PAGE>

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.

     Eddy  Littlejohn.  Mr.  Littlejohn  is 41 years of age and is the Company's
Chief Financial  Officer.  Mr. Littlejohn joined the Company in August 1999. Mr.
Littlejohn  has over 15 years of accounting and  management  experience.  He has
served as Controller  for 2  transportation  companies  and a  telecommunication
company. His expertise in all processes of an internal accounting department was
used to increase  productivity  and profits of those companies.  Mr.  Littlejohn
earned a Bachelors  degree in Accounting from the University of Science and Arts
of Oklahoma and is a CPA (Certified Public Accountant).

     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.
<PAGE>

     John Geist. Mr. Geist is 54 years of age and in May 1999 was appointed Vice
President  and serves as the  divisional  President  and lead  executive  of the
Company's Government Marketing Division. Mr. Geist has over 32 years association
with the United States  Government,  serving both military and civilian  service
roles.  His latest Federal  Government  position was the Director of Information
Management,  Chief of Information  Technology with overall  responsibility for a
$100 million  information  technology  enterprise  infrastructure with an annual
budget in excess of $7 million. Mr. Geist is highly knowledgeable in all aspects
of  Federal  Government  and U. S.  Military  information  technology  laws  and
regulations,  from both technical and mangement aspects.  He holds a Bachelor of
Science degree in Mathematics  from the University of Illinois,  and is 9 credit
hours away from a Masters Degree in Information  Technology  Management from the
National Defense University/University of Syracuse.

     Albert D. Fields.  Mr.  Fields is 51 years of age,  and was  appointed as a
Director  in May  2000.  Mr.  Fields  brings  a world  of  knowledge  in  profit
improvement, strategic planning and general accounting. Mr. Fields is a seasoned
financial  management  professional  with  twenty-seven  years of  experience in
institutions ranging from $25 million dollar  single-branch  operation to a $300
million dollar  multi-branch  public  company.  Mr. Fields  currently  serves as
President  of  Bayshore  National  Bank in La  Porte,  Texas,  where he has been
employed since 1978. Mr. Fields received his Bachelor of Business Administration
from Southwest State University in San Marcos, Texas and has attended the School
of  Banking  of the South in Baton  Rouge,  Louisiana  and  National  Commercial
Lending School at the University of Oklahoma.

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

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

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

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

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

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

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

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

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

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

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

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

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

                        SUMMARY COMPENSATION TABLE

                           Long Term Compensation

                    Annual Compensation   Awards  Payouts

                                                    Secur-
                                     Other          ities          All
Name and   Year or                   Annual  Rest-  Under-  LTIP   Other
Principal  Period   Salary   Bonus   Compen- ricted lying   Pay-   Comp-
Position   Ended      ($)     ($)    sation  Stock  Options outs   ensation
-----------------------------------------------------------------

Homer O.    12/31/99   $63,127  0       0   18,200    0      0      0
Cole, III   12/31/00   $87,000  0       0     0       0      0      0
CEO &
Director

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

     All Directors of the Company  receive for serving on the Board of Directors
of the Company, 6,250 shares of the Company per quarter,  providing the Director
is present at the  Shareholders  Meeting and available  throughout  the quarter,
plus any actual expenses incurred.

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

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

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

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

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

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

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

Homer O &
Cynthia A. Cole               34%                        5,170,675
11711 South Portland
Oklahoma City, OK 73170

Columbia S A De Serguros      26%                        4,000,000
Attn: Sergio Arana
Perno 690 Buenos Aires
Argentina

     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
----------------           -------            -----------------------------
Homer O. and
Cynthia A. Cole               34%                     5,170,675(1)
11711 South Portland
Oklahoma City, OK 73170

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

Kam Mar                        *                         50,000
1110 Volante Drive
Arcasia, CA 91007

John L. Ruth                   *                        100,200
6201 S E 56th Street
Oklahoma City, OK 73130

John Geist                     *                         60,000
2310 NW Dunstan
Lawton, OK 73505

Albert D. Fields               *                         10,000
& Lois M. Fields JTTEN
603 Sandylane
Laparte, TX 77571

Dr. Yin-Chang Liu              *                            -0-

Eddy Littlejohn                *                          7,500

All directors and executive
officers as a group (7)      36.321%                  5,496,375
<PAGE>

*    Less than one percent

(1)  Cynthia A. Cole is the registered owner of 196,275 shares and Homer O. Cole
     is the registered  owner of 264,400 shares and Cynthia A. and Homer O. Cole
     are the  registered  owners of  4,700,000  shares.  All of these shares are
     considered to be beneficially owned by both.

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

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

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

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

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

     With  the  exception  of  the  following,   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:  (1) issuance of 325,000  shares valued at $0.31 per share to Homer O.
Cole for the  settlement of a $100,000  note, (2) the issuance of 250,000 shares
valued at $1.00 per share to LaserTech Computer for the settlement of a $250,000
note and (3) an  Agreement  whereby  a  shareholder  would  provide  warehousing
operations and obtain a $1 million line of credit with a third party.  Under the
Agreement,  the company  purchases  products from a third party vendor and sells
those products to a subsidiary of the  shareholder at cost and then  repurchases
products at a 4% mark-up from another  subsidiary of the shareholder for resale.
The Company has the option to purchase the warehouse operations for $500,000 and
$1,000,000 of common stock at fair market value.  The Agreement  continues until
one of the parties gives 60 days notice.

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

     Except as indicated above, 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.
---------------------------

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

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

     None; not applicable.

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

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

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, 2000.

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**

10-KSB Annual Report for the year ended
December 31, 1999**                         Part I

Proxy Statement dated June 27, 2000**       Part I


          (ii)

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

None

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

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

                                   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: 8/27/01                        By /s/ Homer O. Cole III
                                        ----------------------------
                                        Homer O. Cole III, Director
                                        and CEO


Date: 8/27/01                        By /s/ Cynthia A. Cole
                                        ----------------------------
                                        Cynthia A. Cole, Director
                                        and Secretary


Date: 8/27/01                        By /s/Eddy Littlejohn
                                        ----------------------------
                                         Eddy Littlejohn
                                         Chief Financial Officer


Date: 8/27/01                        By  /s/ S. F. Hartley, D.P.M.
                                         ---------------------------
                                         S. F. Hartley, Director
                                         and Chairman of the Board

Date: 8/27/01                        By  /s/ John L. Ruth
                                         ---------------------------
                                         John L. Ruth, President and
                                         Director