United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB/A

               [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended February 28, 2002

                        Commission File Number:  0-31759

                            Dated: November 19, 2001

                                First Auto, Inc.
      (Exact name of the small business issuer as specified in its charter)


Nevada                                                                88-0423037
(Jurisdiction  of  Incorporation)        (I.R.S.  Employer  Identification  No.)

3131  Southwest  Freeway,  Number  46,  Houston  TX                        77098
(Address of principal executive offices)                              (Zip Code)

Registrant's  telephone  number,  including  area  code:            713-522-7550

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

Securities  registered  pursuant  to Section 12(g) of the Act:     Common Equity
Voting  Stock

As  of  June  10,  2002,  8,281,500  Common  shares were issued and outstanding.

As  of  June  10,  2002, 1,481,500 shares of shares of Common Stock were held by
non-affiliates.  There  is  currently  no public trading or market value for our
common  equity  voting  stock.

Issuer's  revenues  for  its  most  recent  fiscal  year  end:  None


Yes[X]   No[]  (Indicate  by check mark whether the Registrant (1) has filed all
reports  required  to be filed by Section 13 or 15(d) of the Securities Exchange
Act  of 1934 during the preceding 12 months (or for such shorter period that the
Registrant  was  required to file such reports) and (2) has been subject to such
filing  requirements  for  the  past  90  days.)

[ ]  (Indicate by check mark whether if disclosure of delinquent filers (Section
229.405)  is not and will not to the best of Registrant's knowledge be contained
herein,  in  definitive  proxy  or information statements incorporated herein by
reference  or  any  amendment  hereto.)

Transitional  Small  Business  Disclosure  Format  (check one): yes [ ]   no [X]

                                        1
<PAGE>

INTRODUCTION                                                                   3

PART  I                                                                        3

ITEM  1.  Description  of  Business                                            3
      (a)  Organization                                                        3
      (b)  Issuance of Common Stock                                            3
      (c)  Our  Business  Plan                                                 3
      (d)  Reverse  Acquisition  Contingency                                   3
      (e)  Voluntary  Reporting  Contingency                                   4
      (f)  Financing Plans                                                     4
      (g)  Planned Acquisitions                                                4

ITEM  2.  Description  of  Property                                            4

ITEM  3.  Legal  Proceedings                                                   4

ITEM  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders          4

PART  II                                                                       5

ITEM  5.  Market  for  Common  Equity  and  Stockholder  Matters               5
      (a)  Market  Information                                                 5
      (b)  Holders                                                             5
      (c)  Dividends                                                           5
      (d)  Sales  of  Unregistered  Common  Stock                              5

ITEM  6.  Management's  Discussion  and  Analysis  or Plan of Operation        5
      (a)  Plan  of  Operation       5
      (b)  Discussion and Analysis of Financial Condition and Results of
           Operations                                                          6

ITEM  7.  Financial  Statements                                                8
      (a)  Audit  Committee                                                    8
      (b)  Financial  Statements                                               8

ITEM  8.  Changes  In  and  Disagreements  With  Accountants
          on  Accounting  and  Financial  Disclosure                           9

PART  III                                                                      9

ITEM  9.  Directors and Executive Officers, Promoters and Control Persons      9

ITEM  10.  Executive  Compensation                                            10

ITEM  11.  Security Ownership of Certain Beneficial Owners and Management     10

ITEM  12.  Certain  Relationships  and  Related  Transactions                 11

ITEM  13.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K   11
      (a)  Exhibits                                                           11
      (b)  Form  8-K  Reports                                                 11
      (c)  Financial  Statements                                              11

                                        2
<PAGE>

                                  INTRODUCTION


     This amendment is being made to correct the auditors notes for the fiscal
year. The notes were to read  "as of February 28, 2001 and 2002. The correction
is made in the independent Auditors Report.


     Current  market  conditions  are  extremely  hostile  to  development stage
companies.  We  are  such  a  company.  Not  only  has investment capital become
unavailable,  but  short-sellers  are  enjoying  a  free  reign  and  successful
opportunity  to  exploit  the current depressed market, and are forcing down the
market value of many OTCBB (Over-The-Counter Bulletin Board) companies, upon any
announcement  of  progress  by  them.  As  a  result,  we, like many others, are
virtually  disabled,  for  the present term, in developing the funding to pursue
actively  our  business  plan.

                                     PART I


                        ITEM 1.  DESCRIPTION OF BUSINESS.

(A)  ORGANIZATION.  This  Corporation  First Auto, Inc. was duly incorporated in
Nevada  on March 24, 1999, with the intention of initiating a wholesale consumer
finance  company  that  will  be  engaged  in  purchasing  automobile loans from
third-party  loan  generation  sources.

(B)  ISSUANCE  OF  COMMON  STOCK.

On  March  29, 1999, we issued 6,816,500  Founders Shares,
pursuant to Section  4(2)  of  the Securities Act of 1933,
at  par  value  for  organizational  services,  valued  at
$6,816 to three founders.                                              6,816,500

On that same day, the Officers were empowered and directed
to conduct a private placement/limited  offering  of up to
1,250,000 shares of common stock, at $0.10 per  share,  to
accredited purchasers, and not more than  35  unaccredited
purchasers.  On  June  14,  1999,  the  offering  closed,
1,165,000  shares  having  been  placed  and  sold  to  13
investors, pursuant to Section 4(2) of the Act,  at  $0.10
per share, for a total of $165,000.                                    1,165,000

On  or  about September 4, 2001, we issued 300,000 shares,
pursuant  to registration under the Act, for  services, of
which 250,000  shares  were  for  legal  services  to  our
attorneys, and 50,000 to our sole remaining officer.                     300,000

 As  a  result, we have 7,981,500 shares of common stock
issued and outstanding.
                                                                       8,281,500
                                                                       =========


 (C)  OUR BUSINESS PLAN. We intend to become an Internet information destination
in  the  United States  for first-time buyers of new and used vehicles  and  for
consumers seeking\ information  on  automotive  products and services,  such  as
insurance, financing and  warranties.  Our business plan is unchanged  from  our
previous Annual Report on  Form 10-KSB. We have not launched operations pursuant
to our plan. We have deferred  progress  for the present, in response to current
market conditions. Currently our only employee is the sole officer and director.

 (D)  REVERSE  ACQUISITION  CONTINGENCY.  We  are  not a candidate for a reverse
acquisition  transaction.  We  are  committed to the development of our business
plan.  A  mature  and  businesslike  evaluation  of  our  affairs  require  the
consideration  of  the foreseeable possibility of business failure. Accordingly,
this  report  will  include  a  discussion of that contingency. While we have no
present  plans  to engage in Reverse Acquisition transactions, such transactions
are  possible and forseeable, and for the reason that we are thinly capitalized,
and  have  ambitious  plans  for a capital intensive business, with no assurance
that  our  capital  need  will  be  realized. We feel that additional disclosure
regarding  such  a  contingency  is  appropriate and we provide a discussion and
disclosure.  This  subject  is  further  discussed  in  Item  2  of  this  Part,
Management's  Discussion  and  Analysis.

                                        3
<PAGE>

 (E)  VOLUNTARY REPORTING CONTINGENCY. We do not anticipate any contingency upon
which we would voluntarily cease filing reports with the SEC, even though we may
cease  to  be  required to do so. It is in our compelling interest to report our
affairs  quarterly,  annually  and  currently,  as the case may be, generally to
provide  accessible  public  information  to  interested  parties,  and  also
specifically  to  maintain  its  qualification  for  the  OTCBB, if and when the
Issuer's  intended  application  for  submission  be  effective.

(F)  FINANCING  PLANS.  For  more  information,  please  see  Item 6 of Part II,
Management's  Discussion  and  Analysis.

(G)  PLANNED  ACQUISITIONS.  There  are  no  planned  acquisitions.



                        ITEM 2.  DESCRIPTION OF PROPERTY.

     We  have  no  property  at  the  present  time.


                           ITEM 3.  LEGAL PROCEEDINGS.

     There  are  no  legal  proceedings  pending, threatened or suspected, by or
against  our  Corporation,  as  of  the  preparation  of  this  Report.


          ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None.

             The Remainder of this Page is Intentionally left Blank

                                        4
<PAGE>

                                     PART II


           ITEM 5.  MARKET FOR COMMON EQUITY AND STOCKHOLDER MATTERS.

 (A)  MARKET  INFORMATION. We have one class of securities, Common Voting Equity
Shares  ("Common  Stock").  Our  Common  Stock  is  not  presently  quoted
Over-the-Counter  on  the  Bulletin  Board  ("OTCBB")  or the NQB Pink Sheets or
otherwise. To the best of our knowledge and belief, our shares have never traded
in  brokerage  transaction.  Our  application  for  OTCBB submission is pending.

 (B)  HOLDERS.  Management  calculates that the approximate number of holders of
the  Company's  Common  Stock,  as  of  February  28,  2002,  was  37.

 (C)  DIVIDENDS. We have not paid any cash dividends on our Common Stock, and do
not  anticipate  paying  cash dividends on its Common Stock in the next year. We
anticipate  that any income generated in the foreseeable future will be retained
for  the  development  and  expansion of our business. Future dividend policy is
subject  to  the  discretion  of  the  Board of Directors and will depend upon a
number  of  factors,  including  future  earnings,  debt  service,  capital
requirements,  business  conditions,  the financial condition of the Company and
other  factors  that  the  Board  of  Directors  may  deem  relevant.

 (D)  SALES  OF  UNREGISTERED  COMMON  STOCK.  None.


       ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

 (A)  PLAN  OF  OPERATION. The plan of operation for the next approximate twelve
months  is  to sit out the year, until economic conditions become more clear and
favorable.  Current market conditions are extremely hostile to development stage
companies.  We  are  such  a  company.  Not  only  has investment capital become
unavailable,  but  short-sellers  are  enjoying  a  free  reign  and  successful
opportunity  to  exploit  the current depressed market, and are forcing down the
market value of many OTCBB (Over-The-Counter Bulletin Board) companies, upon any
announcement  of  progress  by  them.

     As  a result, we, like many others, are virtually disabled, for the present
term,  in  developing  the  funding  to pursue actively our business plan. We do
none-the-less  pursue  submission  for  quotation on the OTCBB (Over-The-Counter
Bulletin  Board).  We  are  not presently accepted for quotation on OTCBB or NQB
Pink  Sheets.  Our  submission  is  pending.  We  have  no  expectation  for any
substantial  market  value  or  trading  volume, if any trading, if and when our
common  stock  may  be  quoted.

     We  have  not abandoned and do not intend to abandon our business plan. Our
plan  for operations, when we are able to proceed is unchanged from our previous
reports.  Upon  raising  sufficient  capital  we  will  launch  operations.

     The  first stage of operations will be to develop the details and structure
of  our  projected  web site and how the services will be provided to the target
audience  and  the dealers, vendors and advertisers. The second stage will be to
establish  e-commerce partners for links to automotive service providers such as
insurance,  warranties,  and  financing  and  to  create  a  database of vehicle
information,  contact  information  for  dealers, and links to auto manufacturer
sights  for  further  vehicle descriptions. The third stage is to obtain initial
web advertising on various search engines and other high traffic Internet sites.
Within  six  to  eight  months  after  receipt  of  capital  from the registered
offering,  we will be able to roll-out the web site and advertising campaign and
begin  full  operation.

     (1)  CASH  REQUIREMENTS AND OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS. We
do  not  require  additional  capital  to  wait  out the year 2002. We expect to
require  substantial  capital  formation  during  the first twelve months of our

                                        5
<PAGE>

operations.  We  cannot  state  at  this  time when our operations would launch.
Realistically, we would require $1,000,000 to launch. We would expect to require
an  additional  $1,000,000  to  sustain us in operations during the first twelve
months.

     Accordingly,  we  expect  to  require  a  total of $2,000,000 for the first
twelve months of operation. We would need to interest knowledgeable investors to
fund  our initial launch, and would expect to raise this first $2,000,000 by the
sale  of  common  stock. It is possible that with a successful first funding and
launch  of  operations,  we  would  be  able to secure interim loan financing to
enable  us to expand our business sufficiently to make further capital formation
more  attractive  to  investors.

     There  is  no assurance that our funding plans will be realized or that our
requirements will be met. If we are not able to achieve this requirement, we may
not  be  able  to  become  or  continue  as  a  going  concern.

     In  this connection we refer to Note 2 of our audited financial statements:
"The  accompanying  financial  statements  have  been prepared assuming that the
Company  will continue as a going concern. The Company is dependent upon raising
capital  to  continue  operations.  The  financial statements do not include any
adjustments  that  might  result  from  the  outcome  of this uncertainty. It is
management's  plan  to  raise  capital in order to define their operations, thus
creating  operating  revenues."

     We  further refer to Note 3: "The Company is a development stage company as
defined in Financial Accounting Standards Board Statement 7. It is concentrating
substantially  all  its  efforts  in raising capital and developing its business
operations  in  order  to  generate  significant  revenues.

     We  do not anticipate any contingency upon which we would voluntarily cease
filing  reports  with the SEC, even though we may cease to be required to do so.
It  is  in our compelling interest to report our affairs quarterly, annually and
currently,  as  the  case  may  be,  generally  to  provide  accessible  public
information  to  interested  parties,  and  also  specifically  to  maintain its
qualification  for  the OTCBB, if and when the Issuer's intended application for
submission  be  effective.

     (2)  SUMMARY  OF  PRODUCT  RESEARCH  AND  DEVELOPMENT.  None.

     (3)  EXPECTED  PURCHASE  OR  SALE OF PLANT AND SIGNIFICANT EQUIPMENT. None.

     (4)  EXPECTED  SIGNIFICANT  CHANGE IN THE NUMBER OF EMPLOYEES. None for the
present.  Following  launch of operations, we would expect to require a staff of
employees.  The  number  required  would  grow  as  our  operations  might grow.

 (B)  DISCUSSION  AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.


             The Remainder of this Page is Intentionally left Blank

                                        6
<PAGE>

     (1)  FINANCIAL  CONDITION.  Our  balance  sheet is substantially unchanged.

        Balance Sheet:. . . . . . . .     February 28   February 28
        Selected Information. . . . .       2002            2001
        Cash and Equivalents. . . . .          607   $      3,329
        Current Assets. . . . . . . .          607          3,329
        Total Assets. . . . . . . . .          607          3,329
                                       ===========================
        Accounts Payable  (Related) .       93,350         23,132
        Notes Payable (Related) . . .        1,700              -
        Total Liabilities . . . . . .       95,050         23,132
        Common Stock. . . . . . . . .        8,282          7,982
        Paid-in Capital . . . . . . .      145,035        115,335
        Accumulated Deficit . . . . .     (247,760)      (143,120)
        Total Equity. . . . . . . . .      (94,443)       (19,803)
        Total Liabilities and Equity.          607          3,329
                                       ===========================


     Our independent auditor has indicated the following material information in
notes  to  our  financial  statements:

     (Note  2-Going  Concern)  The  accompanying  financial statements have been
prepared assuming that the Company will continue as a going concern. The Company
is  dependent  upon  raising  capital  to  continue  operations.  The  financial
statements  do not include any adjustments that might result from the outcome of
this  uncertainty.  It  is management's plan to raise capital in order to define
their  business  operations,  thus  creating  necessary  operating  revenues.

      (Note  3-Development  Stage  Company)  The  Company is a development stage
company  as  defined  in Financial Accounting Standards Board Statement 7. It is
concentrating substantially all of its efforts in raising capital and developing
its  business  operations  in  order  to  generate  operating  revenues.

     The  present  environment  is not favorable to our arranging for funding or
capital  formation.  Accordingly, we do not expect to enjoy revenues in the next
twelve  months.

     (2)  OPERATIONS  AND  RESULTS  FOR  THE  PAST TWO FISCAL YEARS. We have not
launched operations since our inception on March 24, 1999, and have no operating
history. Our activities have been organizational, and have focused on seeing our
corporation audited and reporting pursuant to Section 13(g) of the 1934 Act, and
most  recently,  submission  for  quotation over the counter. We have enjoyed no
revenues  since  inception.


             The Remainder of this Page is Intentionally left Blank

                                        7
<PAGE>

                                                              Inception
                                                              March 24,
                                                                 1999
                                           For the Years          to
                                               ended           February
                                            February 28           28
                                         2002        2001        2001
     Operations
     Selected Information

    Revenues: . . . . . . . .  $            0   $       0   $       0
     Total Revenues . . . . .               0           0           0
    General & Administrative.        (104,640)    (23,132)   (247,760)
     Total Expenses . . . . .        (104,640)    (23,132)   (247,760)
    Net (Loss). . . . . . . .        (104,640)    (23,132)   (247,760)
    ==================================================================


      FUTURE  PROSPECTS/CAUTIONARY  STATEMENTS.  We  have disclosed an ambitious
business  plan. There can be no assurance that our plan will succeed in whole or
in  part.  We  may  not  be  able  to  achieve our funding requirements. Even if
substantial  funding  proves  available, there is no assurance that our business
will  prove  competitive  or profitable. Our business may fail for any number of
possible unforeseen contingencies. Start-up ventures such as ours are inherently
speculative  and  fraught  with  risks  of  business  failure.  While management
believes that its plan contains the strategy for success, the road to failure is
filled  with good intentions and missed opportunities. Caution must be expressed
at  this  early  stage  of  our  development, that we may be disappointed in our
expectations.

     We  have  a long road to travel to achieve profitable operations. We do not
project profitability at any time in the next twelve to twenty-four months, even
if  we  succeed  in  launching  operations.


                         ITEM 7.  FINANCIAL STATEMENTS.

 (A)  AUDIT  COMMITTEE.  The Audit Committee of this Corporation for this fiscal
year  consists  of  our  Board  of  Directors. Management is responsible for our
internal  controls and the financial reporting process. Our independent auditors
are  responsible for performing an independent audit of our financial statements
in accordance with generally accepted accounting standards and to issue a report
thereon.  It  is  the  responsibility  of  our Board of Directors to monitor and
oversee  these  processes.  In  this  context  the  Committee  has  met and held
discussions  with  management  and  the  independent  accountants.  Management
recommended  to  the  Committee  that  our financial statements were prepared in
accordance  with generally accepted accounting principles, and the Committee has
reviewed  and  discussed  the  financial  statements  with  Management  and such
independent  accountants,  matters  required  to  be  discussed  by Statement on
Auditing Standards No. 61 (Communication with Audit Committees). Our independent
accountants  also  provided to the Committee the written disclosures required by
Independence  Board  Standard  No.  1  (Independent  Discussions  with  Audit
Committees),  and  the Committee discussed with the independent accountants that
firm's  independence.

     Based  upon  the Committee's discussions, and review, of the foregoing, the
Committee recommended that our audited financial statements in our Annual Report
on  Form  10-KSB for the year ended February 28, 2002 be included and filed with
the  Securities  and  Exchange  Commission.

 (B) FINANCIAL STATEMENTS. Audited Financial Statements for years ended February
28,  2002, February 29, 2001, and from inception, are provided as Exhibit FK-02,
attached  hereto,  filed  herewith  and incorporated herein by this reference as
though  fully  set  forth  herein. Our Balance Sheet and Statement of Operations
have  been selectively reproduced in the preceding Item 6 and discussed therein.

                                        8
<PAGE>

             ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE.

     None.

                                    PART III


    ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

     The  following persons are or were our Directors during the currently ended
fiscal  year.  Mr.  Sifford  will  serve  until his successors may be elected or
appointed. The time of the next meeting of shareholders has not been determined.

CURRENT  OFFICER/DIRECTOR  SERVING  DURING  THIS  FISCAL  YEAR.

     J.  Dan Sifford, Jr., age 63, our Secretary/Director appointed August 2001,
grew up in Coral Gables, Florida, where he attended Coral Gables High School and
the  University  of  Miami.  After  leaving the University of Miami, Mr. Sifford
formed a wholesale consumer goods distribution company which operated throughout
the  southeastern  United  States  and  all  of  Latin  America.  In 1965, as an
extension  of  the  operations  of  the  original  company,  he  founded Indiasa
Corporation  (Indiasa),  a  Panamanian  company which was involved in supply and
financing  arrangements  with  many  of  the  Latin  American  Governments,  in
particular,  their  air  forces  and  their  national  airlines.  As  customer
requirements dictated, separate subsidiaries were established to handle specific
activities.  During  each  of  the past five years he has served as President of
Indiasa, which serves only as a holding company owning: 100% of Indiasa Aviation
Corp.  (a  company  which owns aircraft but has no operations); 100% of Overseas
Aviation  Corporation  (a company which owns Air Carrier Certificates but has no
operations);  50%  of  Robmar  International,  S.A.  (a  company  operates  a
manufacturing  plant  in Argentina and Brazil, but in which Mr. Sifford holds no
office). In addition to his general aviation experience, Mr. Sifford, an Airline
Transport  rated pilot, has twenty two years experience in the airline business,
and is currently the President of Airline of the Virgin Islands, Ltd. a commuter
passenger  airline  operating  in  the  Caribbean,  and  has  been our president
continuously  during  each  of  the  past  five  years.

     Mr.  Sifford  is  currently  an  officer  and  director of eWorld Travel, a
reporting public company, entering the travel industry. He has served as Officer
and  Director  of  other  development  stage  companies.

FORMER  OFFICER/DIRECTORS  SERVING  DURING  2001.

     Kirt  W. James, age 44, Previously, Secretary and Director,  has a lifelong
background  in marketing and sales. From 1972 to 1987, Mr. James was responsible
for sales and business administrative matters for Glade N. James Sales Co., Inc.
and  from 1987 to 1990 Mr. James built retail markets for American International
Medical  Supply  Co.,  a  publicly  traded company. In 1990 he formed and became
President  of  HJS  Financial Services, Inc., and was responsible for the day to
day  business  operations  of  the  firm  as  well  as consultation with Clients
concerning  their  business  and Product Development. During the past five years
Mr.  James  has been involved in the valuation of private companies for internal
purposes,  and  as a consultant to private companies engaged in the private sale
and  acquisition  of other  private businesses. He has also assisted private and
public  companies  in planning for entry into the public market place. Mr. James
is not and has never been a broker-dealer. He has acted primarily as consultant,
and  in  some  cases  has  served  as  an interim officer and director of public
companies  in  their  development stage. Mr. James devoted only such time to our
business  as  is  necessary  to  perform  his duties as an officer and director.

                                        9
<PAGE>

                        ITEM 10.  EXECUTIVE COMPENSATION.

<TABLE>
<CAPTION>
<S>                  <C>          <C>        <C>         <C>         <C>       <C>      <C>      <C>
                                                                        Long Term Compensation
                                       Annual Compensation         |        Awards      | Payouts|
a . . . . . . . . .  b        |       c            d          e    |     f        g     |   h    |   i    |
Name. . . . . . . .                                                          Securities
And . . . . . . . .                                          Other    Restric-   Under-          All Other|
Principal . . . .                                         .  Annual     Ted     Lying             Compen- |
Position. . . . . .                                          Compen-   Stock   Options    LTIP     Sation |
                                    Salary       Bonus     Sation ($)  Awards  SARs (#)  Payouts     ($)  |
                         Year         ($)         ($)                   ($)               ($)             |
----------------------------------------------------------------------------------------------------------|
J. Dan Sifford, Jr.      2002          0           0            0      5,000(1)     0       0         0   |
President/CEO            2001          0           0            0          0        0       0         0   |
                         2000          0           0            0          0        0       0         0   |
</TABLE>


NOTES  TO  TABLE:

(1)  50,000  shares  at  $0.10  per  share


    ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     To  the  best of our knowledge and belief the following disclosure presents
the  total  security  ownership of all persons, entities and groups, known to or
discoverable  by  us,  to  be  the  beneficial owner or owners of more than five
percent of any voting class of our common stock, as well as the total beneficial
security  ownership  of  all  Directors  and  Nominees,  naming them, and by all
Officers  and Directors as a group, without naming them, of Registrant, known to
or  discoverable  by Registrant.  More than one person, entity or group could be
beneficially  interested  in  the  same  securities,  so  that  the total of all
percentages  may  accordingly exceed the one hundred percent shown for reference
only.  Please refer to explanatory notes if any, for clarification or additional
information.  Please  refer  to  explanatory  notes if any, for clarification or
additional  information.  We  have only one class of stock; namely Common Stock.
The  following  disclosure  includes  disclosure  of  former  affiliates  for
coordination  with  our  previously  filed  reports.

                                                       Actual
        Name and Address of Beneficial Owner . . .     Ownership           %
    J. Dan Sifford (3)   Sole Officer/Director
    3131 Southwest Freeway, Suite 48
    Houston TX 77098 . . . . . . . . . . . . .        6,800,000        82.11
    Reference: Total Issued/Outstanding. . . .        8,281,500       100.00



     (1)  J.  Dan Sifford is the 100% owner of Polyandrous Trading Group, Inc. a
Texas  Corporation.  In October of 2000, Mr. Sifford transferred the Polyandrous
shares  to  Quicksilver  Development S.A., in connection with a leave of absence
taken  for  personal reasons, to insure shareholders that these shares would not
be  subject  to  trading during his absence. He is entitled to and has requested
the  return  of  those  shares,  not  to  Polyandrous,  but  to  him personally.
Quicksilver consented to this transfer and interposes no claim of right to those

                                       10
<PAGE>

shares.  When  the 6,750,000 shares are combined with Mr. Sifford's 50,000 other
shares,  the  total  beneficial  ownership  is  6,800,000  shares.


            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Our  previous principal consultant, Intrepid International, Ltd. ceased its
relationship  with  us  effective  August  31,  2001. Intrepid was a provider of
corporate  services  to  us  and billed us regularly on a time-fee basis no less
favorable  to  us  that  could  be  obtained  commercially  from unrelated third
parties.  Intrepid  did  not  provide  services  for  commissions based upon the
success  or failure of any corporate program, and Intrepid was not a fund-raiser
or  a  source  of  capital  financing.  The  principal  focus and benefit of the
services  offered  by  Intrepid were not its client's capital formation nor fund
raising  activities,  but  the refinement of client's business plan, analysis of
its  corporate  structure,  evaluation  of  its current filing status and filing
responsibilities,  currency  and  accuracy  of  financial  information  and
auditability  or  status  of  current  and  past audits and audit procedures, to
assist managers in making the conceptual and procedural transitions imposed upon
Officers  and  Directors,  with respect to shareholders, shareholder rights, and
maintenance  of  the  kinds  current  public information necessary to position a
company  to  consider public trading of its existing securities, and to maintain
its  impeccability  as a publicly trading company if and when its securities are
exposed  to  the  public  markets.

     Kirt  W.  James,  and  J. Dan Sifford, Jr.,  were the executive officers of
Intrepid.  Mr. James is no longer related to this issuer. Mr. Sifford is now our
sole  remaining  officer/director.


   ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

 (A)  EXHIBITS.  The  following  exhibits  may  be found as exhibits to our Form
10-SB,  as  exhibit  number  as  listed.

TABLE  CATEGORY  EXHIBIT  TABLE  #  DESCRIPTION  OF  EXHIBIT

     [3]   Articles/Certificates  of  Incorporation,  and  By-Laws

          (3.1)  Articles  of  Incorporation

          (3.2)  By-Laws

     [10]   Material  Contracts

          (10.1)  Intrepid International Financial Services Consulting Agreement

 (B)  FORM  8-K  REPORTS.  None.

 (C)  FINANCIAL  STATEMENTS.  Audited  Financial  Statements for the years ended
February  28,  2002,  and  February  28,  2001,  and  from inception. Please see
Attachment  FK-02.

                                       11
<PAGE>

                                   SIGNATURES

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by  the  following  persons  on  behalf of the
Registrant  and  in  the  individual  capacities  and
on  the  date  indicated.

Dated:  June  10,  2002.

                                FIRST AUTO, INC.

                                       by

                              /s/J. Dan Sifford
                                 J. Dan Sifford
                              Sole Officer/Director

                                       12
<PAGE>

--------------------------------------------------------------------------------
                                ATTACHMENT FK-02

                          AUDITED FINANCIAL STATEMENTS
                               FOR THE YEARS ENDED

                      FEBRUARY 28, 2002, FEBRUARY 28, 2001,
                               AND FROM INCEPTION
--------------------------------------------------------------------------------

                                       13
<PAGE>

                                FIRST AUTO, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                           FEBRUARY 28, 2002 AND 2001

                                       14
<PAGE>

                                 C O N T E N T S


Independent  Auditors'  Report                     16

Balance  Sheets                                    17

Statements  of  Operations                         18

Statements  of  Stockholders'  Equity              19

Statements  of  Cash  Flows                        20

Notes  to  the  Financial  Statements              21 - 23

                                       15
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To  the  Board  of  Directors
 and  Stockholders  of
First  Auto,  Inc.

We  have  audited  the  accompanying  balance  sheets  of  First  Auto,  Inc. (a
development  stage  company)  (a Nevada corporation) as of February 28, 2001 and
2002  and  the  related  statements of operations, stockholders' equity and cash
flows  for  the  years  then  ended and from inception on March 24, 1999 through
February  28,  2002.  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  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audit  provides  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all material respects, the financial position of First Auto, Inc. as of February
28, 2002 and 2001 and the results of its operations and cash flows for the years
then  ended  and  from  inception on March 24, 1999 through February 28, 2002 in
conformity with accounting principles generally accepted in the United States of
America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 2 to the
financial  statements, the Company has little operating capital, no revenues and
is  dependent  on  financing  to  continue  operations.  These  factors  raise
substantial  doubt  about  its  ability  to  continue  as  a  going  concern.
Management's plans in regard to these matters are also described in Note 2.  The
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.


/s/Chisholm  &  Associates
Chisholm  &  Associates
North  salt  Lake,  UT
June  4,  2002

                                       16
<PAGE>

                                FIRST AUTO, INC.


                          (A Development Stage Company)
                                 Balance Sheets


                                     ASSETS
<TABLE>
<CAPTION>
                                                         February  28,
                                                     2002             2001
<S>                                            <C>                  <C>
CURRENT  ASSETS

     Cash                                       $       607         $     3,329

          Total  Current  Assets                        607               3,329

          TOTAL  ASSETS                         $       607         $     3,329
                                                ================================


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT  LIABILITIES

     Accounts payable-related party             $     93,350        $    23,132
     Note payable-related party                        1,700                  -

          Total  Current  Liabilities                 95,050             23,132

STOCKHOLDERS'  EQUITY

  Common stock, par value $0.001; 100,000,000
  shares authorized, 8,281,500 and 7,981,500 shares
  issued and outstanding, respectively                 8,282              7,982
  Additional paid-in capital                         145,035            115,335
  Deficit accumulated during the development stage  (247,760)          (143,120)

          Total  Stockholders'  Equity               (94,443)           (19,803)

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $       607       $      3,329
                                                 ===============================
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                       17
<PAGE>

                                FIRST AUTO, INC.
                          (A Development Stage Company)
                            Statements of Operations
<TABLE>
<CAPTION>
                                                                                   From
                                                                               Inception  on
                                                                                March  24,
                                                  For  the  Year  Ended           1999  to
                                                      February  28,            February  28,
                                                  2002            2001             2002
<S>                                        <C>               <C>              <C>

REVENUE                                    $            -    $           -    $            -

EXPENSES

     General  and  administrative                 104,640           23,132           247,760

NET  INCOME  (LOSS                         $     (104,640)   $     (23,132)    $    (247,760)
                                           ==================================================

NET  INCOME  (LOSS) PER SHARE              $        (0.02)   $       (0.00)    $       (0.03)
                                           ==================================================

WEIGHTED  AVERAGE  SHARES
 OUTSTANDING                                    8,106,500        7,981,500         7,882,500
                                           ==================================================
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                       18
<PAGE>

                                FIRST AUTO, INC.
                          (A Development Stage Company)
                        Statement of Stockholders' Equity
<TABLE>
<CAPTION>
                                                                                        Deficit
                                                                                      Accumulated
                                                                   Additional         During  the
                                      Common  Stock                 Paid-In           Development
                                  Shares         Amount             Capital             Stage
<S>                             <C>            <C>               <C>                <C>
Balance  at  inception  on
 March  24,  1999                         -    $            -    $             -    $          -

Common stock issued for
services at $0.001 per share      6,816,500             6,817                  -               -

Common  stock  issued  for
 cash  at  $0.10  per  share      1,165,000             1,165            115,335               -

Net  loss  for  the  year  ended
 February  29,  2000                      -                 -                  -        (119,988)

Balance,  February  29,  2000     7,981,500             7,982            115,335        (119,988)

Net  loss  for  the  year  ended
 February  28,  2001                      -                 -                  -         (23,132)

Balance, February 28, 2001        7,981,500             7,982            115,335        (143,120)

Common  stock  issued  for
 services at $0.10 per share        300,000              300              29,700               -

Net  loss  for  the  year  ended
 February  28,  2002                      -                -                   -        (104,640)

Balance,  February  28,  2002     8,281,500      $     8,282    $        145,035   $    (247,760)
                                  ===============================================================
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                       19
<PAGE>

                                FIRST AUTO, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                                   From
                                                                               Inception  on
                                                                                March  24,
                                                  For  the  Year  Ended           1999  to
                                                      February  28,            February  28,
                                                  2002            2001             2002
<S>                                        <C>               <C>              <C>
CASH  FLOWS  USED  BY  OPERATIONS

     Net  loss                             $    (104,640)    $    (23,132)    $    (247,760)
     Adjustment to reconcile net loss to
     net cash used by operations:
          Stock  issued  for  services            30,000                -            36,817
Increase in payables-related party                70,218           23,132            93,350

     Net Cash Flows Used in Operating
      Activities                                  (4,422)               -          (117,593)

CASH  FLOW  USED  FOR  INVESTING
 ACTIVITIES                                            -                -                -

CASH  FLOWS  FROM  FINANCING
 ACTIVITIES

     Proceeds  from  note  payable                 1,700               -             1,700
     Shares  issued  for  cash                         -               -           116,500

       Net  Cash  Flows  from  Financing
       Activities                                  1,700               -           118,200

INCREASE  (DECREASE)  IN  CASH                    (2,722)              -               607

CASH  -  BEGINNING  OF PERIOD                      3,329           3,329                 -

CASH  -  END  OF  PERIOD                   $         607    $      3,329    $          607
                                           ================================================

SUPPLEMENTAL  CASH  FLOW  INFORMATION:

Cash  Paid  for:
     Interest                              $           -    $          -    $            -
     Taxes                                 $           -    $          -    $            -
</TABLE>

Non-Cash  Financing  Activities:

The  Company  issued  6,816,500  shares  of common stock for organization costs.
These  costs  were  valued  at  $6,817  and  expensed  in  1999.

The Company issued 300,0000 shares of common stock for services.  These services
were  valued  at  $30,000  and  expensed  in  September  2001.

    The accompanying notes are an integral part of the financial statements.

                                       20
<PAGE>

                                FIRST AUTO, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           February 28, 2002 and 2001


NOTE  1  -     SIGNIFICANT  ACCOUNTING  POLICIES

     a.  Organization

First Auto, Inc. ("the Company") was incorporated under the laws of the State of
Nevada on March 24, 1999.  The Company intends to establish a wholesale consumer
finance  company  that  will be engaged in the business of purchasing automobile
loans  from third party loan generation sources, then bundling, in traunches, of
one  million dollars, and then reselling the bundles (without recourse), secured
primarily  by  first  liens  on  the  automobiles.

     b.  Accounting  Method

     The  Company  recognizes  income  and  expenses  on  the  accrual  basis of
accounting.

     c.  Earnings  (Loss)  Per  Share

The  computation  of earnings per share of common stock is based on the weighted
average  number  of  shares outstanding at the date of the financial statements.

<TABLE>
<CAPTION>
                                     Income  (Loss)        Shares         Per-Share
                                      (Numerator)      (Denominator)       Amount
<S>                                <C>                 <C>             <C>
     For  the  year  ended
          February  28,  2002:

          Basic  EPS
               Income  (loss)  to  common
                Stockholders        $     (104,640)        8,106,500    $    (0.02)
                                    ===============================================

     For  the  year  ended
          February  28,  2001:

          Basic  EPS
               Income  (loss)  to  common
                Stockholders        $      (23,132)        7,981,500    $    (0.00)
                                    ===============================================

     From  inception  on  March  24,
      1999  to  February  28,  2002:

          Basic  EPS
               Income  (loss)  to  common
                Stockholders        $     (247,760)        7,882,500    $    (0.03)
                                    ===============================================
</TABLE>

     d.  Cash  and  Cash  Equivalents

The  Company  considers  all  highly liquid investments with maturities of three
months  or  less  to  be  cash  equivalents.

                                       21
<PAGE>

                                FIRST AUTO, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           February 28, 2002 and 2001


NOTE  1  -     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

     e.  Provision  for  Income  Taxes

No  provision  for  income  taxes  has  been  recorded due to net operating loss
carryforwards totaling approximately $247,760 that will be offset against future
taxable  income.  These  NOL carryforwards begin to expire in the year 2020.  No
tax  benefit  has  been reported in the financial statements because the Company
believes  there  is a 50% or greater change the carryforward will expire unused.

Deferred tax assets and the valuation account is as follows at February 28, 2002
and  2001:

                                                   February  28,
                                            2002                  2001
     Deferred  tax  asset:
          NOL  carryforward           $     74,300          $     48,700
     Valuation  allowance                  (74,300)              (48,700)
     Total                            $          -          $          -
                                      ====================================

     f.  Organization  Cost

The  Company  incurred $6,817 or organization costs in 1999.  These costs, which
were paid by shareholders of the Company, were exchanged for 6,816,500 shares of
common  stock.  These  costs were expenses in 1999 and will be recovered only if
the  Company  is  able  to  generate  positive  cash  flow  from  operations.

NOTE  2  -     GOING  CONCERN

The  accompanying  financial  statements  have  been  prepared assuming that the
Company will continue as a going concern.  The Company is dependent upon raising
capital  to  continue  operations.  The  financial statements do not include any
adjustments  that  might  result  from  the  outcome of this uncertainty.  It is
management's plan to raise capital in order to define their business operations,
thus  creating  necessary  operating  revenue.

NOTE  3  -     DEVELOPMENT  STAGE  COMPANY

The  Company  is  a development stage company as defined in Financial Accounting
Standards  Board  Statement No. 7.  It is concentrating substantially all of its
efforts  in  raising  capital and developing its business operations in order to
generate  significant  revenues.

                                       22
<PAGE>

                                FIRST AUTO, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           February 28, 2002 and 2001


NOTE  4  -     RELATED  PARTY

During  2000  and  1999,  the  Company  paid $119,988 for professional fees to a
corporation  affiliated with a major shareholder, Polyandrous Trading Group.  At
February  28, 2002 and 2001, the Company had a balance due to this related party
of  $93,350  and  $23,132.

During  2001,  the  Company received $1,700 from a corporation affiliated with a
major  shareholder,  Polyandrous Trading Group.  The balance payable at February
28,  2002  is $1,700.  The note is non-interest bearing and payable upon demand.

                                       23
<PAGE>