UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

                   For the fiscal year ended February 28, 2001

  [  ]  TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT

                        Commission File Number:  0-31759

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



Nevada                                                                  Optional
(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:            949-248-1765

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

The  following  Securities  are registered pursuant to Section 12(g) of the Act:
7,981,500

As  of  February  28, 2001, 7,981,500  Common shares were issued and outstanding

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

There  is  currently  no  public  trading  or market value for our common equity
voting  stock.

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 (
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


Introduction                                                                   3

PART  I                                                                        3

Item  1.  Description  of  Business                                            3
      (b)  Our  Business                                                       3
      (c)  Reverse  Acquisition  Contingency                                   9
      (d)  Voluntary  Reporting  Contingency                                  10

Item  2.  Description  of  Property                                           10

Item  3.  Legal  Proceedings                                                  10

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders         10

PART  II                                                                      11

Item  5.  Market  for  Common  Equity  and  Stockholder  Matters              11
      (a)  Market  Information                                                11
      (b)  Holders                                                            11
      (c)  Dividends                                                          11
      (d)  Sales  of  Unregistered  Common  Stock                             11

Item  6.  Management's  Discussion  and  Analysis  or Plan of Operation       11
      (a)  Plan  of  Operation                                                11
      (b)  Discussion and Analysis of Financial Condition and Results of
           Operations                                                         12

Item  7.  Financial  Statements                                               13
      (a)  Audit  Committee                                                   13
      (b)  Financial  Statements                                              14

Item  8.  Changes  In  and  Disagreements  With  Accountants
          on  Accounting  and  Financial  Disclosure                          14

PART  III                                                                     15

Item  9.  Directors and Executive Officers, Promoters and Control Persons;
          Compliance  with  Section  16(a)  of  the  Exchange  Act            15

Item  10.  Executive  Compensation                                            15

Item  11.  Security Ownership of Certain Beneficial Owners and Management     16

Item  12.  Certain  Relationships  and  Related  Transactions                 17

Item  13.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K   18
      (a)  Exhibits                                                           18
      (b)  Form  8-K  Reports                                                 18
      (c)  Financial  Statements                                              18

                                        2


                                  INTRODUCTION


                                     PART I


                         ITEM ADESCRIPTION OF BUSINESS.


(1.)  HISTORICAL  INFORMATION.  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. On March 29, 1999, we issued
6,816,500  Founders  Shares, at par value for organizational services, valued at
$6,816  to  three  founders.  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, at $0.10 per
share,  for a total of $165,000. As a result, we have 7,981,500 shares of common
stock  issued  and  outstanding.

 (2.)  OUR  BUSINESS. 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.  We  will  utilize  the  power of the Internet and our ability,
through  strategic  alliances,  to  aggregate  in a single location an extensive
network  of  industry  participants  and  a comprehensive database of automotive
information  to  create  an  up to date information resource that is targeted to
first-time  buyers  of  automobiles.  By  providing  this digital "many-to-many"
information  center,  we  bring automobile dealers, other industry participants,
such  as  vendors of automotive products, and services and national advertisers,
together  with  purchase-minded consumers at the moment when these consumers are
directly  engaged in a search for a first-time automobile or automotive products
and  services.  Currently,  we  have  a  registered  domain  name  of
www.myfirstauto.net.  This  site  has  not  been  developed  but  will  be  upon
commencement  of  operations.

     We  intend  to  provide  significant benefits to dealers and other industry
participants  by  enabling  them  to  advertise,  interact  and  transact  with
first-time  buyers  in the new and used vehicle market. We will create a network
of  new  and  used  automotive  dealers  on  our  Web site. We intend to provide
detailed information of new and used vehicles and links to the manufacturers web
sites  on  our Web site.  The selection available to first-time buyers consumers
will  be  targeted  to  their needs, demographics, and socioeconomic statistics.
Through  our Web site, consumers will be able to effectively navigate a database
of  new  and  used  vehicle types in the United States, thereby optimizing their
ability  to  find  the  vehicle of their choice. We will provide one of the most
comprehensive sources of automotive information, including a variety of decision
tools,  buying  and  selling  tips,  vehicle specifications and reviews, vehicle
pricing  and safety information, as well as assistance with financing, insurance
and  warranty  programs.

     From  our  web  site  we  will  be able to generate leads (potential buyers
requesting  a  phone  number,  directions or an e-mail address) for dealers that
allow  them  to precisely target purchasers of new and used vehicles in a manner
which  is  more  effective  than  traditional  media.

     The management of First Auto, Inc. has designed a business model built upon
multiple  revenue  streams from a variety of industry participants interested in
marketing  their services to our consumer audience of first-time buyers. We will
generate  our  revenues primarily from advertising, and dealer database sales. A
significant  portion  of our revenues will be recurring in nature. We will focus
on creating and maintaining a solid information center on the Internet that will
encourage  and/or  facilitate  transactions  between  first-time  car buyers and
dealers  of  new  and  used  vehicles.

                                        3


      The  strategy  will  be  to  create a growing our database of new and used
vehicle  dealers,  a  database  of  information  regarding the vehicle searching
patterns of buyers, and the audience of users of our Web site. We will develop a
range  of  new  products  and  services to enhance the value proposition that we
offer  to  dealers,  consumers  and vendors of automotive products and services,
which  may include additional content and vehicle searching features, additional
forms  of  enhanced  listings,  additional  dealer Web site services, additional
finance,  insurance  and  aftermarket  services and inspection and certification
services.  We  will  also implement an aggressive national marketing campaign to
enhance  the  strength  of our brand in the first-time auto buying market and to
increase  consumer  and  dealer  awareness  and  usage  of  our Web site and our
products  and  services.

     We  will  focus  on  maintaining a diverse and detailed database of new and
used  car  dealers, to attract the target audience of first-time vehicle buyers.
We  intend to do this by establishing partnerships and other strategic alliances
with Internet companies and sites targeted to the same 16-24 years old audience,
to  enable  us  link  our  potential  consumers  to  our  site.

     Our primary market of first-time buyers will be teenagers and young adults.
Our web site will be informative and educational on the many aspects of buying a
first  automobile.  We  intend to educate these buyers as to everything involved
in  buying,  financing,  and  insuring  an automobile.  We intend to provide the
tools  so that a young person can provide to their parents all of the details of
that  first  automotive  purchase including total costs, down payments required,
monthly  payments  and  insurance  costs  all  based  upon comparative shopping.

     The  process will develop responsibility and appreciation of what goes into
making  a  major purchase of a vehicle. In addition to the responsibility factor
for  car buying decisions MYFIRSTAUTO.NET will provide articles on safe driving,
how to be a defensive driver, tips on how to keep automotive costs down and real
live  stories related to driving safely, as well as links to sites for  M.A.D.D.
(Mothers  Against  Drunk Driving) and S.A.D.D. (Students Against Drunk Driving).

                               MARKET OPPORTUNITY

      THE MARKET FOR FIRST-TIME AUTOMOBILE PURCHASES AND RELATED SERVICES.

     The  global  proliferation of vehicles and automotive products and services
has  served to make the automotive industry a $1 trillion industry in the United
States  and  one  of the largest industries in the world. We will focuses on the
first-time  buyer  segment  of the automotive industry. Approximately 40 million
individuals  access  the  World  Wide  Web annually. Nearly 20% buy products and
services  while  on-line. Half of all women visiting the web will use it to shop
for  a  new  or used car. 24% of all "first time" car buyers obtain ALL of their
car  shopping information from the Web. Internet statistics provided by O'Reilly
&  Associates,  Jupiter  Communications,  NetSmart  and  Nielsen  Interactive.

     In  the  information  age,  the  internet  can  be  an invaluable source of
automotive  information. This is the fastest way to research different vehicles,
locate cars, and do preliminary shopping comparisons. Over 50% of all first-time
car  buyers  do  all  of their car research on-line. (Actually buying on-line is
another  matter entirely. Only a very small percentage (less than 5%) of new car
purchases  are  currently  completed on-line.  Many large corporations, however,
are  banking  that  those  numbers  will  increase substantially in the next few
years.  In  the  used-car arena a smaller percentage of buyers are utilizing the
web,  but  their  numbers  are also increasing.) Internet statistics provided by
Smart  Car  Guide.

     The  automotive  industry  spends  more money on advertising than any other
industry  in  the  United  States.  A  large  market  also exists for automotive
products  and services, such as insurance, financing, warranties, parts, repairs
and  accessories.  According  to  A.M.  Best,  an insurance research firm, total
automobile  insurance  premiums  were  approximately  $117  billion  in 1999. In
addition,  the U.S. Federal Reserve Board estimates that the automotive consumer
credit  outstanding  totaled approximately $468 billion as of the fourth quarter

                                        4


of  1999,  and  total  sales  for  automotive  parts,  repairs  and accessories,
according  to  The  Automotive  Aftermarket  Industry Association, exceeded $160
billion  in  1999.


  INEFFICIENCIES  OF  TRADITIONAL  FIRST-TIME  AUTO  BUYING  AND SELLING METHODS

     The  first-time  car  buying  market  has  always  been prominent but never
targeted  directly  in the manner of providing information, tips, links, reviews
and  resources  available  only to the targeted segment. In the past, first-time
car  buyers  relied  on  the  same  tools that all car-buyers often over-looking
components  of car-buying already discovered or known by experienced car buyers.
Before the Internet information tools for car-buyers were sparse and specific to
each  car  being  purchasing.  Although  the purchase of a vehicle is one of the
largest  purchases  made  by most consumers, consumers historically have not had
access  in  a single, centralized location to the information needed to research
and  evaluate  automotive  purchasing  decisions.  In particular, many consumers
express  dissatisfaction  with  the  traditional sources of vehicle information,
such as newspaper classified advertisements or visits to a dealer, because these
individual  sources  contain  only  a  small percentage of the total universe of
vehicles  for sale in their local market. As a result, consumers must often make
significant  purchasing  decisions  and  compromises with limited and incomplete
information.  At  the  time  of  a vehicle purchase, the consumer must also make
decisions  on, and deal with multiple parties to arrange for, other products and
services such as financing, insurance and warranties, often with an insufficient
number  of  options  and inadequate available information. First-time car buying
was  often  done with misconceptions and misunderstanding of automobile purchase
elements  such  as  leasing,  insurance,  warranties,  taxes  and licensing, car
features  and benefits and fuel and maintenance economics. Now with the Internet
and MyFirstAuto.net as tools first-time car buyers can access information on car
models,  new  and  used,  the  manufacturer  warranty,  fuel  and  maintenance
requirements;  financing  options,  either  lease  or  loan; insurance premiums,
discounts,  coverage;  local  taxes and licensing information; and affordability
calculators. This will give the consumer all the knowledge necessary to complete
a  successful  automotive  purchase.


               THE MY FIRSTAUTO.NET SOLUTION (WWW.MYFIRSTAUTO.NET)

     We  believe  that  by  providing  a source on the Internet where first-time
buyers can meet dealers, negotiate and control their purchase decisions, we have
significantly improved the vehicle purchasing process. We will design an on-line
marketplace  providing  dealers, vendors of automotive products and services and
national  advertisers  an  effective  environment for reaching a specific target
audience  who  have  expressed  an interest in automotive information by logging
onto  our  Web  site.  We  will  create our Web site to provide consumers with a
"one-stop"  destination  that  incorporates  all aspects of commerce and content
related  to  the  process  for  purchasing  new and used vehicles and automotive
products  and  services.  We  will  enable  this  by  facilitating  contacts and
transactions  among  dealers,  other  industry  participants  and  consumers.

  SIGNIFICANT  BENEFITS  TO  DEALERS

     Large  On-line  Consumer  Audience.  We  will  be  able to offer dealers an
on-line  consumer audience of first-time car buyers buy focusing on the increase
in  visitors  per  month  by advertising on related web sites. Our Web site will
provide  dealers  with  access  to a much larger and more geographically diverse
consumer  base  than  they  can  find  through  traditional,  locally-oriented
advertising  and  distribution  channels.

     Low  Cost  and  Flexible  Services.  We  can  provide  dealer  listings and
advertisements  in  a  cost-effective  manner.  Enhanced  listings  and  other
promotional  products  such  as  banner advertising can be purchased for various
fees  which  depend  on  contract  terms.  According  to  the  NADA, traditional

                                        5


newspaper, radio and television advertisements typically cost a dealer from $250
to  $300  per  vehicle  sold.  By  using our paid services, this cost frequently
ranges from $25 to $100 per vehicle, depending upon which promotional products a
dealer  selects.

     Wide  Range  of  Listing and Advertising Products. Our Web site will have a
goal  of  creating  an  extensive  target  listing  of new and used vehicles and
advertising  products together with our highly effective, customer-driven search
tools  and  functionality  facilitate  effective  presentation  and  matching of
dealers,  other  automotive  vendors  and  service  providers  with  the desired
features  and  criteria  of  prospective  buyers.

     Open, Non-Exclusive Marketplace. We will act as a neutral intermediary that
facilitates  the  interaction  and  exchange  of information between dealers and
potential  used  vehicle  purchasers.

  SIGNIFICANT  BENEFITS  TO  CONSUMERS

     Extensive  Marketplace for New and Used Vehicles Targeted to the First-time
Buyer.  Our  Web  site  will  provide  an extensive marketplace for new and used
vehicles  in  the  United States, we will offer consumers the most comprehensive
selection  of  new  and used vehicles in any centralized location. Listings from
strategic partners, our open network of dealers, finance companies and insurance
companies  will  enable  us  to  provide consumers across the United States with
access to the an on-line selection of new and used vehicles. Consumers will also
be  able  to  assemble a comparable amount of information in order to make their
first-time  purchase  of  an  automobile.

     Convenient  and  Efficient Shopping Experience. We will design our Web site
to  provide a "one-stop" shopping environment that can significantly enhance the
ongoing  relationship  between  dealers  and  consumers by allowing consumers to
select  a  new or used vehicle and obtain automotive information conveniently in
the  privacy  of  their  home or office. We will also create a direct connection
between  the  consumer  and  the relevant dealer by providing the  consumer with
contact information such as an e-mail address, telephone  number  and  map  with
directions.  Consumers  can  obtain  on-line  access,  at  no  charge,  to  the
comprehensive,  up-to-date  information  on  our  Web  site  that  they need  to
make an  informed  purchase  decision.  Information  about  vehicle  models  and
options, dealer costs, safety  information,  used  vehicle  values  and  reviews
and articles  from  trade  publications  will  be  collected  in  a  centralized
location, providing consumers with an objective, convenient  and  cost-effective
means to make informed purchase decisions.

     Availability  of Automotive Products and Services. Traditionally, consumers
have  been  dependent on dealers and third-party vendors for automotive products
and  services,  such  as  financing,  insurance,  warranty, automotive parts and
repair  services. We intend to design our Web site to offer consumers convenient
access to and on-line connectivity with a comprehensive range of these services.
We  will  establish strategic partnerships and alliances with on-line companies.
Our focus will be to provide a variety of service offerings in a single location
the  first-time  buyer  which  will  improves  the consumer's ability to make an
automotive  purchase  and to research and purchase other automotive products and
services  at  the  same  moment,  enhancing  a  consumer's satisfaction with our
service.

  SIGNIFICANT  BENEFITS  TO  OTHER  INDUSTRY  PARTICIPANTS

     Vendors  of  Automotive Products and Services. We intend to provide vendors
of automotive products and services with access to a large and growing number of
purchase-minded  consumers  who,  in  many  instances,  may  require  insurance,
financing,  warranties,  a  roadside  assistance  program  or  other  automotive
products  and  services. Consumers seeking automotive information are also often
interested  in,  or  may  be  specifically  researching,  information  regarding
competitive  providers  for  their  current  automotive  products  and services.
Vendors  of automotive products and services can benefit from the ability of our
database and software to direct their advertised products to a targeted consumer
audience, which may provide them with a competitive advantage and an opportunity
to  increase  their product sales. In many cases, we link our consumers directly
to  the  on-line application forms of our e-commerce partners, which enable them

                                        6


to  capture  immediate  sales  opportunities  and  customer contact information.

     National  Advertisers. The advertising available on MYFIRSTAUTO.NET will be
targeted  to the specific of audience of first-time buyers, national advertisers
gain  exposure  to  a  targeted group of purchase-minded consumers at the moment
when  these consumers are directly engaged in a search for information regarding
automotive  products and services on our Web site. A sales team will established
national  advertising  accounts  with  companies  in  the  automotive  industry.


                             COMPETITIVE ADVANTAGES

  TARGETED  WEB  SITE  AND  SERVICES

     With  the  specific  niche  of  first-time  car buyers we can advertise and
provide information directly to our audience. We will enable the consumer to get
the  information  they  desire  without searching through all other car purchase
information  that  is not targeted to them. As a new Internet company we will be
able  to  face  the  challenge  of establishing the web site by reaching out and
advertising  to  a  specific  audience.

  STRATEGIC  ALLIANCES

     We intend to create strategic alliances with companies that we will be able
to  links  its  on-line  services  to our consumers which will provide us with a
significant  competitive  advantages.

                                    STRATEGY

     Our  objective  will  be  to  build  and  maintain  the  preeminent on-line
marketplace  for  facilitating  transactions  between  first-time car buyers and
sellers  and  services  providers  for  new  and  used  vehicles.  We  intend to
accomplish  this  goal  by  expanding  our  network  of  dealers  and  product
information,  enhance  and  broaden  services,  establish  relevant  e-commerce
offerings  and  content  offerings,  and  increase  brand awareness and consumer
traffic.

     An additional service provided by MYFIRSTAUTO.NET will be the "Top Deals Of
The Month".  On the homepage of the web site we will list the best deals offered
by  automotive manufacturers targeted to the similar target market of 16-24 year
old car buyers.  We will also require our web site users to become registered to
use  certain features and links to pages on the web site.  The user registration
will  also  us to obtain the e-mail addresses of our target audience.  We intend
to generate traffic to the www.myfirstauto.net web site by e-mailing the monthly
top  deals  to  our  target  audience.

                               SALES AND MARKETING

     Management  intends to implement our sales and marketing strategy by hiring
a  experienced  team  of  sales  and marketing people to attract new dealers and
automotive  services  providers.

     Management  also  intends  to  build  the  brand name and increase consumer
traffic  through  advertising  through  similarly  targeted  web  sites  and
publications.


                                CUSTOMER SERVICE

     Management  believes  that  dedication to customer services is the key to a
successful  business.  We  will  provide quality customer service to dealers and
automotive  service  providers  who  list  information  on  our  web  site.

                                        7


                                   TECHNOLOGY

     We  intend to build a user-friendly, integrated processing system that will
be designed and maintained by the hired web-master. The system will maintain the
database  records,  listings  of  vehicle  models,  dealerships,  manufacturer
information,  links  with  our  e-commerce  partners.  The  system  will provide
immediate  contact  information  for  finding local dealers and other automotive
service  providers.

     The operations of our Web site will be available 24 hours a day, seven days
a  week  with  occasional  short  interruptions  due  to  maintenance  or system
problems,  such  as power failures or router failures. We will have a web-master
and  hired  service  providers  for  maintenance.

                                   COMPETITION

     The  information  provided about new and used vehicles, automotive products
and  services  and  content offerings competes against a variety of Internet and
off  line  providers.  Barriers  to  entry  on  the Internet are relatively low;
however,  no  other  Web  site  currently  offers  our  unique  blend of vehicle
information  and  reviews, automotive products and services and relevant content
offerings  to  a  specific target audience of first-time car buyers. We may face
significant  competition  in  the  future from new Web sites that offer the same
information  and  services.

  AUTOMOTIVE  ADVERTISING  MEDIA

     The  services provided by the MYFIRSTAUTO.NET web site will compete against
a number of Web sites that offer both new and used vehicle information and links
and  a number of Web sites posting electronic classified advertisements. We will
also  compete  with  traditional  media  companies  such  as  print  magazines,
television  and  radio  stations.  Many  of  these traditional media competitors
either alone or as part of a consortium have established or have announced plans
to  establish  on-line sites incorporating their automotive information, however
have  not  established  in  the  target  audience  will  be  specific.

  AUTOMOTIVE  PRODUCTS  AND  SERVICES

     Our  automotive  e-commerce  service offerings compete against a variety of
Internet and off line automotive companies. There are a number of Web sites that
offer  automotive  products  and  services,  some of which have substantial used
vehicle  listings  and shopping information. We also face competition indirectly
from  traditional  off  line  stores that offer automotive products and services
similar  to  those  found  on  our  Web  site.

  CONTENT  OFFERINGS

     Our  content  offerings  compete  with  both  Internet and off line content
providers.  There  are  a  number  of Web sites that provide similar content. In
addition,  print  content providers such as magazines, books and newspapers also
provide  similar  content,  however, none are targeted to the specific market of
first-time  car  buyers.

     We  believe  that  the  principal  competitive  factors  that  will attract
dealers,  automotive  vendors and advertisers will include the volume of our Web
site's  consumer  traffic;  awareness  of  our  brand  and  dealer  loyalty; the
demographics  of our consumers; and the cost effectiveness of advertising on our
Web  site,  including  the  ability to target advertising to specific audiences.

     We  believe  that  the  principal  competitive  factors  that  will attract
consumers
to  our  Web  site  will  be  the  breadth  and  depth  of  new and used vehicle
information;  brand  awareness and loyalty; ease of use; Web site functionality,
responsiveness  and  information; a positive vehicle shopping experience for the
consumer;  and  the  quality  of  content,  other service offerings and customer
service.

                                        8


             INTELLECTUAL PROPERTY, PROPRIETARY RIGHTS AND LICENSES

     We  currently do not have any intellectual property, proprietary rights nor
licenses.  We  will enter into confidentiality agreements with our employees and
consultants.  These  confidentiality agreements generally seek to control access
to,  and  distribution  of,  our technology, documentation and other proprietary
information.  Despite these precautions, it may be possible for a third party to
copy  or  otherwise  obtain  and use our information without authorization or to
develop  similar  technology  independently. We do not have a licensed trademark
but  have  registered our domain name. Legal standards relating to the validity,
enforceability  and  scope  of  protection  of  certain  proprietary  rights  in
Internet-related businesses are uncertain and still evolving, and we can give no
assurance  regarding  the future viability of proprietary rights. We also cannot
assure  you  that  we  will  take  the  steps  to  prevent  misappropriation  or
infringement  of any future proprietary information, which could have a material
adverse  effect  on our business, results of operations and financial condition.
Litigation  may  be  necessary  in the future to enforce our future intellectual
property  rights, to protect our trade secrets or trademarks or to determine the
validity  and  scope  of the proprietary rights of others. Such litigation might
result in substantial costs and diversion of resources and management attention.
Furthermore,  our  business  activities  may  be  alleged  to  infringe upon the
proprietary  rights  of others, and other parties may assert infringement claims
against  us,  including  claims that arise from directly or indirectly providing
hyperlink  text  links  to  Web  sites  operated  by  third  parties.

                                 PRIVACY POLICY

     We  believe that issues relating to privacy and use of personal information
relating  to  Internet users are becoming increasingly important as the Internet
and  its commercial use increase. We intend to adopt a privacy policy concerning
how  we  use  information  about  our  consumer visitors and the extent to which
others  may  have  access  to  this  information.  We  will not sell or rent any
personally  identifiable  information  about  our consumer visitors to any third
party,  although we may consider doing so in the future. We will use information
about  our consumer visitors for internal purposes in order to improve marketing
and  promotional efforts, to analyze Web site usage statistically and to improve
content,  product  offerings  and  Web  site  layout.

                                    EMPLOYEES

     Currently  the only employee is the sole officer and director. We intend to
hire  employees upon launch of operations. When business operations are launched
we  will  need  at  least  one  web-master,  two  to  three  sales and marketing
employees, and two to three in manufacturer and dealer services and at least two
for  general  and administrative. The total number of employees to be hired upon
commencement  of  operations  will  be  approximately  seven. In order to launch
operations,  many  services  will  be  employed  through  outside  vendors.

                                  MISCELLANEOUS

 (3.)  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  Registration  Statement  will  include  a  discussion of that contingency,
which,  although  uncertain,  and  which may not occur. 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.

                                        9


 (4.)  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.

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

(6.)  GOVERNMENT REGULATION. There are no issues of government regulation unique
to  this  Registrant  or  its  business.

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



                       ITEM B..  DESCRIPTION OF PROPERTY.

     We  have no property at the present time. Intrepid International, Ltd., has
been  engaged  to  provide  corporate  consultation  and  ministerial management
services,  to  coordinate  our  auditing relationship, and to secure and provide
legal  and  professional  services,  for  us,  as  well as the non-allocated and
non-exclusive  use  of  its  offices, and staff. Intrepid bills us on a time/fee
basis,  at  pre-established  rates,  no  less  favorable to us that commercially
available  from  other  potential providers. Mr. James, our present Sole Interim
Officer/Director  is an affiliate of Intrepid serving as our management pursuant
to  this relationship. More information about Intrepid is provided in Item 12 of
Part  III  (Relationships  and  Transactions).


                            ITEM CLEGAL PROCEEDINGS.

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


           ITEM DSUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None.

             The Remainder of this Page is Intentionally left Blank

                                       10


                                     PART II


            ITEM EMARKET FOR COMMON EQUITY AND STOCKHOLDER MATTERS.


 (1.)  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.

 (2.)  HOLDERS.  Management calculates that the approximate number of holders of
the  Company's  Common  Stock,  as  of  February  28,  2001,  was  17.

 (3.)  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.

 (4.)  SALES  OF  UNREGISTERED  COMMON  STOCK.  None.


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


 (1.)  PLAN OF OPERATION. The plan of operation for the next twelve months is to
become  trading  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.  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 for 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.

      (A.)  CASH  REQUIREMENTS  AND OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS.
We  expect  to  require  substantial  capital  formation during the first twelve
months of our operations. We cannot state at this time when our operations would
launch  for  the  following  reasons. We cannot interest knowledgeable investors
until  our  common stock can be quoted on the OTCBB. We cannot achieve quotation
of  our common stock until and unless this 1934 Registration of our common stock
is  effective  and clear of comments by the staff of the Securities and Exchange
Commission. We would expect our principal shareholder to provide interim funding
until  such  time  as  we can attract investors. Realistically, we would require
$1,000,000  to  launch.  We  would expect to require an additional $1,000,000 to
sustain  us in operations for the first twelve months. Accordingly, we expect to
require  an  additional  $1,000,000 for the first twelve months of operation. We
would  need  to interest knowledgeable investors to fund our initial launch, and
would  expect  to raise that 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

                                       11


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.

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

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

      (D.)  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.

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

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


Balance Sheet: . . . . . . .     February 28    February 29
Selected Information . . . .       2001            2000
----------------------------  -------------  -------------
Cash and Equivalents . . . .  $      3,329   $      3,329
----------------------------  -------------  -------------
Current Assets . . . . . . .         3,329          3,329
----------------------------  -------------  -------------
Total Assets . . . . . . . .         3,329          3,329
                              =============  =============
Accounts Payable . . . . . .        23,132              0
                              -------------  -------------
Total Liabilities. . . . . .        23,132              0
Common Stock . . . . . . . .         7,982          7,982
Paid-in Capital. . . . . . .       115,335        115,335
----------------------------  -------------  -------------
Accumulated Deficit. . . . .      (143,120)      (119,988)
----------------------------  -------------  -------------
Total Equity . . . . . . . .       (19,803)         3,329
----------------------------  -------------  -------------
Total Liabilities and Equity         3,329          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

                                       12


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.

      (B.)  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 this 1934 Act Registration Statement prepared, and most
recently, submission for quotation over the counter. We have enjoyed no revenues
since  inception.

<TABLE>
<CAPTION>
<S>                                   <C>              <C>              <C>
                                                                         Inception
                                         For the Years   For the Years   March 24,
                                            Ended.          Ended          1999
                                         February 28.    February 29         To
                                            2001            2000        February 28
 Operations. . . . . . . . . . . . .                                       2001
 Selected Information
Revenues:. . . . . . . . . . . . . .  $            0   $            0   $          0
                                      ---------------  ---------------  -------------
 Total Revenues. . . . . . . . . . .               0                0              0
-------------------------------------------------------------------------------------
General & Administrative . . . . . .         (23,132)        (119,988)      (143,120)
                                      ---------------  ---------------  -------------
 Total Expenses. . . . . . . . . . .         (23,132)        (119,988)      (143,120)
-------------------------------------------------------------------------------------
Net (Loss) . . . . . . . . . . . . .         (23,132)        (119,988)      (143,120)
=====================================================================================
Net Loss per share . . . . . . . . .            (.00)            (.02)          (.02)
=====================================================================================
Weighted average shares outstanding.       7,981,500        7,480,724      7,790,864
</TABLE>


      (C.)   FUTURE  PROSPECTS.  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.

                         ITEM G..  FINANCIAL STATEMENTS.


 (1.)  AUDIT  COMMITTEE. The Audit Committee of this Corporation for this fiscal
year  consists  of the 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

                                       13


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, 2001 be included and filed with
the  Securities  and  Exchange  Commission.


 (2.)  FINANCIAL  STATEMENTS.  Audited  Financial  Statements  for  years  ended
February  28,  2001,  February  29,  2000,  and  from inception, are provided as
Exhibit  AFK-00, 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  substantially  reproduced  in  the  preceding Item 6 and
discussed  therein.


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

     None.


             The Remainder of this Page is Intentionally left Blank

                                       14


                                    PART III


     ITEM IDIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
               COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

     Kirt  W.  James  (age  42),  Intrepid's  Principal Officer and Owner, 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.  He remains the
President  and  Sole  Shareholder  of  HJS,  which  is  presently  substantially
inactive.  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.

     Currently,  Mr.  James  is  an  Officer/Director  of  Oasis  Entertainment
Corporation  (a  private  corporation  currently  involved  in  the promotion of
entertainment  projects.  Mr. James is a principal officer and entrepreneur with
respect  to  this  corporation.  This  corporation  never  made any offerings or
received  any  investors  money.  Its  shares  have  never  traded  publicly  or
privately); Oasis Entertainment's 4th Movie Project, Inc. (a corporation engaged
in  the  production  of and investment in entertainment projects. It is actively
engaged  in  business.  Its  shares  have  never  traded;)  EditWorks,  Ltd.
(incorporated  in  the  State  of  Nevada on August 20, 1998, for the purpose of
establishing a computer aided, post-production editing service for various media
businesses.  It  is an active operating company. This company trades actively on
the  OTCBB;)  North  American  Security  &  Fire  (an  operating company, in the
business of fire prevention, and the installation of alarm and security systems.
This  company  is  not currently quoted on the OTCBB or NQB Pink sheets, and its
shares  are  not trading;) DP Charters, Inc. (a business venture incorporated in
Nevada  on  December  18,  1997 with the intention of initiating a charter yacht
service  from the Dana Point Harbor, Orange County, California. The Issuer later
expanded  its  business  plan to include the organization of SCUBA dive tours at
various  world locations. It is now investigating the possibility of new capital
formation,  following  its  1934  Act  Registration;).

     During the past five years, Mr. James has served as and officer or director
of  the  following  public,  or  semi-public  companies. Earth Industries, Inc.;
BBB-Huntor  Associates,  Inc. (HomeTeach.com); NSJ Mortgage Capital Corporation,
Inc.;  Market  Formulation  &  Research; PNG Ventures, Inc. (Paper Computer.com,
Inc.);  and  Last  Company  Clothing,  Inc.  (MIVI  Biomedical,  Inc.).


                         ITEM JEXECUTIVE COMPENSATION.

     No  direct  compensation  or plan of compensation has been made, accrued or
adopted  for  Officers  or  Directors.  Management  believes  that our financial
statements  accurately  reflect  the  true  cost  of doing business, because our
management  services  are  billed  to  us  on  a  time-fee  basis  by  Intrepid
International,  Ltd.  A  summary of Intrepid's billings and payments to Intrepid
are  provided  and  disclosed  as  follows.

                                       15



date. . . .      fees        costs      total      (paid)     balance
----------------------------------------------------------------------
9/21/99 . .  $ 6,218.75  $  330.00   6,548.75  $    60,000  -53,451.25
1/31/00 . .    7,536.25     324.64   7,860.89       10,000  -55,590.36
4/4/00. . .      600.00     373.00     973.00            0  -54,617.36
5/31/00 . .      197.50       6.72     204.22            0  -54,413.14
7/12/00 . .     3,902.5        410   4,312.50            0  -50,100.64
12/8/00 . .    8,565.00   3,054.64  11,619.64            0  -38,481.00
12/31/00. .    1,444.45   2,077.80   3,522.25            0  -34,958.75
4/12/01 . .    2,261.80     704.64   2,966.44            0  -31,992.31
5/10/01 . .   55.124.31          0  55,124.31            0   23,132.00
Subsequent:   85,850.56   7,281.44  93,132.00    70,000.00
           ===============================================


     Please  refer  to Item 12 of this Part III, Relationships and Transactions,
for  more  information  and  disclosure  about  Intrepid  International,  Ltd.


     ITEM KSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

 (1.)  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS.  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.  Please  refer  to  explanatory notes if any, for
clarification or additional information. We have only one class of stock; namely
Common  Stock.

                                  COMMON STOCK
                              OWNERS OF 5% OR MORE
--------------------------------------------------------------------------------
                                                               Actual
  Name  and  Address  of  Beneficial  Owner                   Ownership      %
--------------------------------------------------------------------------------
Quicksilver Development S.A.                                  6,750,000    84.57
PO  Box  8807 Panama  5,  Panama.
--------------------------------------------------------------------------------
(1)  Quicksilver Development S.A. officers with dispositive control are Leopoldo
Kennion Guerrero (President), Nixia Aurora Zerna (secretary) and Rodolfo Batista
(treasurer).  In  connection  with  the retirement of Mr. Sifford, on October 2,
2000, Polyandrous Trading Group transferred and divested its 6,750,000 affiliate
control  shares  to  Quicksilver  Development  S.A.,  at  par  value.  Neither
Quicksilver Development S.A., nor any affiliate of Quicksilver Development S.A.,
is  an  affiliate  of  Mr.  James,  Mr.  Sifford  or Intrepid International Ltd.


 (2.)  SECURITY  OWNERSHIP  OF MANAGEMENT. To the best of Registrant's knowledge
and  belief  the  following  disclosure  presents  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 one hundred percent of some or any classes.
Please  refer  to  explanatory  notes  if  any,  for clarification or additional
information.

                                       16


                                  COMMON STOCK
                             OFFICERS AND DIRECTORS

------------------------------------------------
Name and Address of Beneficial Owner.    Actual
                                       Ownership
------------------------------------------------
Kirt W. James (2) . . . . . . . . . .        -0-
PMB 318  Sole Officer/Director
24843 Del Prado
Dana Point, CA 92629
------------------------------------------------


(2) Mr. James is not an affiliate by reason of share ownership. His services are
provided  by our principal consultant of which he is an Officer. Please see Item
12  following.



            ITEM L..  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Our  principal  consultant,  Intrepid  International, Ltd. is a provider of
corporate  services  to  us  and  bills us regularly on a time-fee basis no less
favorable  to  us  that  could  be  obtained  commercially  from unrelated third
parties.  Intrepid  does  not  provide  services  for commissions based upon the
success  or  failure of any corporate program, and Intrepid is not a fund-raiser
or  a  source  of  capital  financing.  The  principal  focus and benefit of the
services  offered  by  Intrepid  are 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. Accordingly, the mission of Intrepid is to assist
us  in  avoiding  costly  mistakes  and  pitfalls in corporate management, going
public,  being  public, and in handling the various different relationships with
professionals  and  the  public  which are appropriate, practical, efficient and
cost-effective  in  managing  ourself  as  a  public  corporation.

     Kirt  W. James, and J. Dan Sifford, Jr., are or were the executive officers
of Intrepid. Mr. James is presently our sole officer and director. His services,
and  all  management  services  are  presently  provided as a part of Intrepid's
services  and  billings.  Mr.  Sifford  is  a former officer. Mr. Sifford is the
principal  of  Polyandrous  Trading  Group,  our  original  and  former  nominal
principal  shareholder.  In  connection  with  the retirement of Mr. Sifford, on
October  2,  2000,  Polyandrous  Trading  Group  transferred  and  divested  its
6,750,000  affiliate  control  shares  to  Quicksilver  Development S.A., at par
value.  Neither  Quicksilver  Development S.A., nor any affiliate of Quicksilver
Development  S.A.,  is  an  affiliate  of  Mr.  James,  Mr.  Sifford or Intrepid
International  Ltd.

     For  information about Intrepid's billings, please see Item 10 of this Part
III,  Executive  Compensation.

                                       17


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


 (1.)  EXHIBITS.  The  following  exhibits  may be found as exhibits to our Form
10-SB

--------------------------------------------------------------------------------
              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
--------------------------------------------------------------------------------


 (2.)  FORM  8-K  REPORTS.  None.


 (3.)  FINANCIAL  STATEMENTS.  Audited  Financial Statements for the years ended
February 28, 2001, and February 29, 2000, and from inception. Please see Exhibit
AFK-01.


                                   SIGNATURES


                                       18

     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:  May  22,  2001.

                                FIRST AUTO, INC.


                                       by

                                /s/Kirt W. James
                                  Kirt W. James
                              Sole Officer/Director

                                       19


--------------------------------------------------------------------------------
                                 EXHIBIT AFK-01

                          AUDITED FINANCIAL STATEMENTS
                               FOR THE YEARS ENDED

                      FEBRUARY 28, 2001, FEBRUARY 29, 2000,
                               AND FROM INCEPTION
--------------------------------------------------------------------------------

                                       20


--------------------------------------------------------------------------------
                                FIRST AUTO, INC.
                          (A Development Stage Company)
                              Financial Statements
                     February 28, 2001 and February 29, 2000
--------------------------------------------------------------------------------

                                       21


                                    CONTENTS

Independent  Auditors'  Report

Balance  Sheet

Statements  of  Operations

Statements  of  Stockholders'  Equity

Statements  of  Cash  Flows

Notes  to  the  Financial  Statements

                                       22


                          Independent Auditors' Report

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

We  have  audited  the  accompanying  balance  sheet  of  First  Auto,  Inc.  (a
development  stage  company)  (a Nevada corporation) as of February 28, 2001 and
February 29, 2000 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, 2001.  These financial statements are the responsibility of
the  Company's management.  Our responsibility is to express an opinion on these
financial  statements  based  on  our  audit.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all material respects, the financial position of First Auto, Inc. as of February
28,  2001 and February 29, 2000 and the results of its operations and cash flows
for  the  years then ended and from inception on March 24, 1999 through February
28,  2001  in  conformity  with  generally  accepted  accounting  principles.

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 the Note 2.
The  financial  statements do not include any adjustments that might result from
the  outcome  of  this  uncertainty.

/s/Chisholm & Associates
Chisholm & Associates
Salt  Lake  City,  Utah
May  10,  2001

                                       23


                                FIRST AUTO, INC.
                          (A Development Stage Company)
                                 Balance Sheets


                                     February  28,        February  29,
                                          2001               2000
-------------------------------------------------------------------------
ASSETS

Current  Assets
    Cash                               $     3,329          $     3,329
      Total  Current  Assets                 3,329                3,329
                                       ---------------------------------
      Total  Assets                    $     3,329          $     3,329
                                       =================================
LIABILITIES  &  STOCKHOLDERS'  EQUITY

Current  Liabilities                   $    23,132          $         0
                                       ---------------------------------
        Total  Liabilities             $    23,132          $         0
                                       ---------------------------------
Stockholders'  Equity

Common  stock,  par  value  $.001;  100,000,000
shares  authorized,  7,981,500  shares  issued
and  outstanding                             7,982               7,982
Additional  paid-in  capital               115,335             115,335
Deficit accumulated during
the development stage                     (143,120)           (119,988)
                                       ---------------------------------
        Total  Stockholders'  Equity       (19,803)              3,329
                                       ---------------------------------
Total Liabilities and
Stockholders' Equity                   $     3,329          $    3,329
                                       =================================

  The accompanying notes are an integral part of these Financial Statements

                                       24


                                FIRST AUTO, INC.
                          (A Development Stage Company)
                            Statements of Operations
<TABLE>
<CAPTION>
<S>                                <C>                 <C>               <C>
                                                                                  From
                                                                             inception  on
                                     For  the  Year     For  the  Year          March  24,
                                         Ended             Ended                1999  to
                                     February  28       February  29          February  28
                                         2001               2000                  2001
--------------------------------------------------------------------------------------------
Revenue                              $            0     $              0      $           0
                                     -------------------------------------------------------
Expenses
   General  &  Administrative                23,132              119,988            143,120
                                     -------------------------------------------------------
Net  income  (loss)                  $      (23,132)    $       (119,988)     $    (143,120)
                                     =======================================================
Net  income  (loss)  per  share      $         (.00)    $           (.02)     $        (.02)
                                     =======================================================
Weighted  average
     Outstanding  shares                  7,981,500            7,480,724          7,790,864
                                     =======================================================
</TABLE>

  The accompanying notes are an integral part of these Financial Statements

                                       25


                                FIRST AUTO, INC.
                          (A Development Stage Company)
                       Statements of Stockholders' Equity
                    For the Period March 24, 1999 (Inception)
                            through February 28, 2001

<TABLE>
<CAPTION>
<S>                      <C>               <C>              <C>             <C>
                                                                          Deficit
                                                                        Accumulated
                                                        Additional       During  the
                                Common  Stock             Paid-In       Development
                           Shares           Amount        Capital          Stage
------------------------------------------------------------------------------------
Balance at inception
March 24, 1999                   0     $         0   $           0  $           0

Common stock issued for services
at $.001 per share       6,816,500           6,817               0              0

Common stock issued for cash
at $.10 per share        1,165,000           1,165         115,335              0

Net Loss for the year ended
February 29, 2000                0               0               0       (119,988)
                        ----------------------------------------------------------
Balance
February 29, 2000        7,981,500           7,982         115,335       (119,988)

Net Loss for the year ended
February  28,  2001              0               0               0        (23,132)
                        ----------------------------------------------------------
Balance
February 28, 2001        7,981,500      $    7,982   $     115,335  $    (143,120)
                        ==========================================================
</TABLE>

  The accompanying notes are an integral part of these Financial Statements

                                       26


                                FIRST AUTO, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows

<TABLE>
<CAPTION>
<S>                             <C>               <C>              <C>
                                                                          From
                                                                       Inception
                                For the Year     For the Year         March  24,
                                    Ended            Ended              1999  to
                                 February 28      February 29         February 28
                                    2001             2000                 2001
----------------------------------------------------------------------------------
Cash  Flow  Used  By  Operations:
Net  Loss                          $  (23,132)     $  (119,988)     $  (143,120)
                                  ----------------------------------------------
Adjustment  to  reconcile  net  loss  to
net  cash  used  by  Operations:
Stock  issued  for  services                0            6,817            6,817
Increase in Payables-Related Party     23,132                0           23,132
                                  ----------------------------------------------
Net  Cash  Flows  Used  in
   Operating  Activities                    0         (113,171)        (113,171)
                                  ----------------------------------------------
Cash Flow Used For Investing Activities     0                0                0
                                  ----------------------------------------------
Cash  Flow  From  Financing  Activities
     Shares  issued  for  cash              0          116,500          116,500
                                  ----------------------------------------------
Increase  (Decrease)  in  Cash              0            3,329            3,329

Cash-Beginning  of  Period              3,329                0                0
                                  ----------------------------------------------
Cash-End  of  Period              $     3,329      $     3,329      $     3,329
                                  ==============================================
Supplemental  Cash  Flow  Information:
Cash  Paid  for:
     Interest                     $         0      $         0      $         0
     Taxes                        $         0      $         0      $         0
</TABLE>

  The accompanying notes are an integral part of these Financial Statements

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.

                                       27


                                FIRST AUTO, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                     February 28, 2001 and February 29, 2000

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.

                                    Income  (loss)      Shares         Per-Share
                                     (Numerator)     (Denominator)      Amount
--------------------------------------------------------------------------------
For the year ended
February 28, 2001:
Income (loss) from operations     $   (23,132)
                                 --------------
Basic  EPS
Income  (loss)  to  common
stockholders                      $   (23,132)         7,981,500     $    (.00)
                                  ==============================================
For  the  year  ended
February  29,  2000:
Income (loss) from operations     $  (119,988)
                                 -------------
Basic  EPS
Income  (loss)  to  common
stockholders                      $  (119,988)        7,480,724     $     (.02)
                                  ==============================================
From  inception  on  March  24,
1999  to  February  28,  2001:
Income (loss) from operations     $  (143,120)
                                 --------------
Basic  EPS
Income  (loss)  to  common
stockholders                      $  (143,120)        7,790,864     $     (.02)
                                  ==============================================

     d.  Cash  and  Cash  Equivalents

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

                                       28


                                FIRST AUTO, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                     February 28, 2001 and February 29, 2000

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 $143,120 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,
2001  and  February  29,  2000:
                                 February  28,         February  29
     Deferred  tax  asset:           2001                  2000
        NOL  carrryforward      $     48,700     $      30,045
     Valuation  allowance            (48,700)          (30,045)
                                -------------------------------
     Total                      $          0     $           0
                                ===============================

     f.  Organization  Cost

     The  Company  incurred  $6,817 of 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 expensed 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.

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,  2001  the  Company  had  a  balance  due to this related party of
$23,132.

                                       29