U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                               AMENDMENT NO. 2 TO
                                   FORM 10-QSB


(Mark One)

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

     For the quarterly period ended March 31, 2001

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

     For the transition period from _____ to _______

                         Commission file number 0-32375

                             AUTEC ASSOCIATES, INC.
                            -------------------------
        (Exact name of small business issuer as specified in its charter)

           FLORIDA                                               65-0067192
           --------                                              ----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation of organization)                               Identification No.)

                             38 East Osceola Street
                              Stuart, Florida 34994
                         -------------------------------
                    (Address of Principal Executive Offices)

                                 (561) 288-0666
                                 --------------
                           (Issuer's telephone number)

                                       N/A
                                       ---
              (Former name, former address and former fiscal year,
                          if changed since last report)

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

         Yes      X       No

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


Class                                       Outstanding as of August 31, 2001
-----                                       ---------------------------------
Common Stock, no par value                            12,500,000

Transitional Small Business Disclosure Format (check one)

         Yes              No      X

<PAGE>


PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
----------------------------


                             AUTEC ASSOCIATES, INC.
                              FINANCIAL STATEMENTS
                                   (Unaudited)

                                 March 31, 2001



                                                                            Page
                                                                            ----

Balance Sheets                                                               3

Statements of Operations                                                     4

Statement of Stockholders' Equity                                            5

Statements of Cash Flows                                                     6

Notes to Financial Statements                                                7





                                       2
<PAGE>


                             AUTEC ASSOCIATES, INC.
                                 Balance Sheets


                                                         March 31,  December 31,
                                                            2001        2000
                                                          --------    --------
                                                         (Unaudited)

CURRENT ASSETS

   Cash                                                   $ 10,569    $ 23,059
   Inventory (Note 1)                                       17,245      20,145
                                                          --------    --------

     Total Current Assets                                   27,814      43,204
                                                          --------    --------

     TOTAL ASSETS                                         $ 27,814    $ 43,204
                                                          ========    ========


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES

   Accounts payable                                       $  8.836    $ 22,046
   Accrued expenses                                            952       1,691
                                                          --------    --------

     Total Current Liabilities                               9,788      23,737
                                                          --------    --------

STOCKHOLDERS' EQUITY

   Common stock; 20,000,000 shares authorized of no par
    value, 12,500,000 shares issued and outstanding         20,100      20,100
   Additional paid-in capital                               24,298      24,298
   Accumulated deficit                                     (26,372)    (24,931)
                                                          --------    --------

     Total Stockholders' Equity                             18,026      19,467
                                                          --------    --------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $ 27,814    $ 43,204
                                                          ========    --------


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

                                       3
<PAGE>


                             AUTEC ASSOCIATES, INC.
                            Statements of Operations
                                   (Unaudited)


                                                 For the Three Months Ended
                                                          March 31,
                                               --------------------------------
                                                   2001                2000
                                               ------------        ------------

REVENUE

   Net sales                                   $     35,496        $     52,741
   Cost of goods sold                                16,879              25,618
                                               ------------        ------------

     Gross Profit                                    18,617              27,123
                                               ------------        ------------

EXPENSES

   General and administrative                         9,249              12,438
   Salaries                                          10,809              15,977
                                               ------------        ------------

     Total Expenses                                  20,058              28,415
                                               ------------        ------------

LOSS FROM OPERATIONS                                 (1,441)             (1,292)

INCOME TAXES                                           --                  --
                                               ------------        ------------

NET LOSS                                       $     (1,441)       $     (1,292)
                                               ============        ============

BASIC LOSS PER SHARE                           $      (0.00)       $      (0.00)
                                               ============        ============

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                              12,500,000          12,500,000
                                               ============        ============


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

                                       4
<PAGE>
<TABLE>
<CAPTION>


                                AUTEC ASSOCIATES, INC.
                          Statements of Stockholders' Equity


                                           Common Stock         Additional
                                      -----------------------    Paid-In     Accumulated
                                        Shares       Amount      Capital       Deficit
                                      ----------   ----------   ----------   ----------

<S>                                   <C>          <C>          <C>          <C>
Balance, December 31, 1998            12,500,000   $   20,100   $   24,298   $  (10,582)

Net loss for the year ended
 December 31, 1999                          --           --           --         (9,181)
                                      ----------   ----------   ----------   ----------

Balance, December 31, 1999            12,500,000       20,100       24,298      (19,763)

Net loss for the year ended
 December 31, 2000                          --           --           --         (5,168)
                                      ----------   ----------   ----------   ----------

Balance December 31, 2000             12,500,000       20,100       24,298      (24,931)

Net loss for the three months ended
 March 31, 2001 (unaudited)                 --           --           --         (1,441)
                                      ----------   ----------   ----------   ----------

Balance, March 31, 2001 (unaudited)   12,500,000   $   20,100   $   24,298   $  (26,372)
                                      ==========   ==========   ==========   ==========



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

                                          5
<PAGE>


                             AUTEC ASSOCIATES, INC.
                            Statements of Cash Flows

                                                         For the Three Months Ended
                                                                 March 31,
                                                           --------------------
                                                             2001        2000
                                                           --------    --------

CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                                $ (1,441)   $ (1,292)
   Changes in operating assets and liabilities:
     (Increase) decrease in inventory                         2,900       1,390
     Increase (decrease) in accounts payable                (13,210)      1,355
     Increase (decrease) in accrued expenses                   (739)         61
                                                           --------    --------

       Net Cash Provided (Used) by Operating Activities     (12,490)      1,514
                                                           --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES                           --          --
                                                           --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES                           --          --
                                                           --------    --------

NET INCREASE (DECREASE) IN CASH                             (12,490)      1,514

CASH AT BEGINNING OF PERIOD                                  23,059       7,301
                                                           --------    --------

CASH AT END OF PERIOD                                      $ 10,569    $  8,815
                                                           ========    ========

CASH PAID FOR:

   Interest                                                $   --      $   --
   Income taxes                                            $   --      $   --





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

                                       6
</TABLE>
<PAGE>


                             AUTEC ASSOCIATES, INC.
                        Notes to the Financial Statements
                             March 31, 2001 and 2000


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a.   Organization

     Autec Associates, Inc. (the Company) was incorporated on June 23, 1988
     under the laws of the State of Florida. The Company custom designs,
     manufactures and sells several types of modern jewelry by utilizing a new
     and unique proprietary casting process developed by the Company.

     b.   Accounting Method

     The Company's financial statements are prepared using the accrual method of
     accounting. The Company has elected a December 31 year end.

     c.   Basic Loss Per Share

     Basic loss per share has been calculated based on the weighted average
     number of shares of common stock outstanding during the period.

                                          For the Three Months Ended
                                                    March 31,
                                          ----------------------------
                                              2001            2000
                                          ------------    ------------
                                           (Unaudited)     (Unaudited)

         Numerator - loss                 $     (1,441)   $     (1,292)
         Denominator - weighted average
           number of shares outstanding     12,500,000      12,500,000
                                          ------------    ------------

         Loss per share                   $      (0.00)   $      (0.00)
                                          ============    ============

     There are no dilutive equity instruments issued and outstanding at March
     31, 2001.

     d.   Estimates

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     disclosure of contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenues and expenses
     during the reporting period. Actual results could differ from those
     estimates.

                                       7
<PAGE>


                             AUTEC ASSOCIATES, INC.
                        Notes to the Financial Statements
                             March 31, 2001 and 2000


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (Continued)

     e.   Revenue Recognition

     The Company's sales are completed exclusively as cash-on-delivery.
     Therefore, revenue is recognized when the product is delivered and cash is
     received.

     f.   Provision for Taxes

     At March 31, 2001, the Company had net operating loss carryforwards of
     approximately $26,000 that may be offset against future taxable income
     through 2021. No tax benefit has been reported in the financial statements,
     because the potential tax benefits of the net operating loss carryforwards
     are offset by a valuation allowance of the same amount.

     g.   Advertising

     The Company follows the policy of charging the costs of advertising to
     expense as incurred.

     h.   Inventory

     Inventories are stated at the lower of cost or market value using the
     first-in, first-out method of valuation. Inventory consists of various
     unique jewelry items. The Company's inventory consisted entirely of
     finished goods as of March 31, 2001 and December 31, 2000.

     i.   Recent Accounting Pronouncements

     The Company has adopted the provisions of FASB Statement No. 138
     "Accounting for Certain Derivative Instruments and Hedging Activities, (an
     amendment of FASB Statement No. 133.)" Because the Company had adopted the
     provisions of FASB Statement No. 133, prior to June 15, 2000, this
     statement is effective for all fiscal quarters beginning after June 15,
     2000. The adoption of this principal had no material effect on the
     Company's consolidated financial statements.

     The Company has adopted the provisions of FASB Statement No. 140
     "Accounting for Transfers and Servicing of Financial Assets and
     Extinguishments of Liabilities (a replacement of FASB Statement No. 125.)"
     This statement provides accounting and reporting standard for transfers and
     servicing of financial assets and extinguishments of liabilities. Those
     standards are based on consistent application of a financial- components
     approach that focuses on control. Under that approach, the transfer of
     financial assets, the Company recognized the financial and servicing assets
     it controls and the liabilities it has incurred, derecognizes financial
     assets when control has been surrendered, and derecognizes liabilities when
     extinguished. This statement provides consistent standards for
     distinguishing transfers of financial assets that are sales from transfers
     that are secured borrowings. This statement is effective for transfers and
     servicing of financial assets and extinguishments of liabilities occurring
     after March 31, 2001. This statement is effective for recognition and

                                       8
<PAGE>


                             AUTEC ASSOCIATES, INC.
                        Notes to the Financial Statements
                             March 31, 2001 and 2000


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (Continued)

     i.   Recent Accounting Pronouncements (Continued)

     reclassification of collateral and for disclosures relating to
     securitization transactions and collateral for fiscal years ending after
     December 15, 2000. The adoption of this principal had no material effect on
     the Company's consolidated financial statements.

     The Company has adopted the provisions of FIN 44 "Accounting for Certain
     Transactions Involving Stock Compensation (an interpretation of APB Opinion
     No. 25.)" This interpretation is effective July 1, 2000. FIN 44 clarifies
     the application of Opinion No. 25 for only certain issues. It does not
     address any issues related to the application of the fair value method in
     Statement No. 123. Among other issues, FIN 44 clarifies the definition of
     employee for purposes of applying Opinion 25, the criteria for determining
     whether a plan qualifies as a noncompensatory plan, the accounting
     consequence of various modifications to the terms of a previously fixed
     stock option or award, and accounting for an exchange of stock compensation
     awards in a business combination. The adoption of this principal had no
     material effect on the Company's consolidated financial statements.

     j.   Unaudited Financial Statements

     The accompanying unaudited financial statements include all of the
     adjustments which, in the opinion of management, are necessary for a fair
     presentation. Such adjustments are of a normal recurring nature.

NOTE 2 - COMMON STOCK

     On July 28, 1998, the Company amended its Articles of Incorporation to
     increase its authorized shares of common stock to 20,000,000 at no par
     value. On the same date, the Company approved a stock split of its common
     stock on a 105:1 basis, as each existing shareholder received 105,000
     shares for each share owned, leaving 10,500,000 shares issued and
     outstanding immediately after the split.

     During the fourth quarter of 1998, the Company sold an additional 2,000,000
     post-split shares of common stock at $0.01 per share. The proceeds were
     used to purchase inventory.



                                       9
<PAGE>

     Statements made in this Form 10-QSB that are not historical or current
facts are "forward-looking statements" made pursuant to the safe harbor
provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section
21E of the Securities Exchange Act of 1934. These statements often can be
identified by the use of terms such as "may," "will," "expect," "believe,"
"anticipate," "estimate," "approximate" or "continue," or the negative thereof.
The Company intends that such forward-looking statements be subject to the safe
harbors for such statements. The Company wishes to caution readers not to place
undue reliance on any such forward-looking statements, which speak only as of
the date made. Any forward-looking statements represent management's best
judgment as to what may occur in the future. However, forward-looking statements
are subject to risks, uncertainties and important factors beyond the control of
the Company that could cause actual results and events to differ materially from
historical results of operations and events and those presently anticipated or
projected. The Company disclaims any obligation subsequently to revise any
forward-looking statements to reflect events or circumstances after the date of
such statement or to reflect the occurrence of anticipated or unanticipated
events.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

GENERAL

     Autec Associates, Inc. (the "Company"), has primarily been engaged in the
design, manufacturing, marketing, distribution and repair of stone-set jewelry
using diamonds and other precious gemstones, such as rubies, sapphires and
emeralds. During prior fiscal years, the Company has designed, manufactured and
marketed numerous modern styles of stone-set jewelry, including necklaces,
earrings, rings, bracelets and other ornaments. The Company's principal markets
includes Canada and the United States. During prior fiscal years, the Company
generally derived its revenues from the market and sale of its jewelry products
to consumers.

     Management of the Company believes that its metallurgist has combined
certain processes and developed a new and unique process for the casting and
fabrication of metals, and that the process distinguishes the Company's
creations and designs from others on the market. The Company's casting process
combines modern technology, mechanization and hand craftsmanship to produce
unique, innovative and fashionable jewelry. Management of the Company believes
that its casting process is therefore a superior process because of the
simultaneous utilization of the centrifugal device and vacuum. Management
believes that it thus obtains maximum benefits and eliminates the commonly found
porosity voids and inconsistent densities. As a result, the developed process
provides for the manufacture of high-quality rings, earrings, pendants and
bracelets which are consistent in density with little or no porosity or voids.
After the casting process, the jewelry undergoes a series of cleaning and
polishing stages before being labeled for sale.

     The Company currently maintains a retail outlet for the sale of its jewelry
products to the public in Stuart, Florida. The Company intends to broaden its
customer base by selling its jewelry products within the United State and
Canada. Customers for the jewelry products are primarily consumers. The
Company's current market concentration has been in the southeastern United
States due to existing relationships with certain clients.

                                       10
<PAGE>


     Gross profit for fiscal years ended December 31, 2000 and 1999 was $108,492
and $100,660, respectively, resulting primarily from the sale of its jewelry
products. However, the Company realized a net loss for fiscal years ended
December 31, 2000 and 1999 of $5,168 and $9,181, respectively.

RESULTS OF OPERATION

Three-Month Period Ended March 31, 2001 Compared to Three-Month Period Ended
March 31, 2000

     The Company's net losses for the three-month period ended March 31, 2001
were approximately $1,441 compared to a net loss of approximately $1,292 for the
three-month period ended March 31, 2000.

     Net sales for the three-month period ended March 31, 2001 and 2000 were
$35,496 and $52,741, respectively. Net sales decreased by approximately $17,245
or 49% for the three-month period ended March 31, 2000 as compared to the
three-month period ended March 31, 2000. Net sales decreased due to changes in
sales volumes. Prices for the Company's jewelry products have been and continue
to be consistent as a percentage of cost. Therefore, any fluctuation in sales
revenues would be derived from changes in sales volume. Gross profit for the
three-month periods ended March 31, 2001 and 2000 amounted to $18,617 and
$27,123, respectively. Gross profit decreased by approximately $8,506 or 46%
during the three-month period ended March 31, 2001 as compared to the
three-month period ended March 31, 2000. The slight decrease in gross profit is
a result of a decrease in net sales.

     General and administrative expenses during the three-month periods ended
March 31, 2001 and 2000 were $9,249 and $12,438, respectively (a decrease of
$3,189 or 34%). The slight decrease in general and administrative expenses
during the three-month period ended March 31, 2001 were primarily due to the
Company incurring less costs associated with its inventory acquisition and
professional fees. Salary expenses during the three-month period ended March 31,
2001 were $10,809 compared to $15,977 during the three-month period ended March
31, 2000 (a decrease of $5,168). General and administrative expenses include
general corporate overhead, shipping and warehousing costs, selling expenses and
professional fees.

     As a result of these factors, net loss during the three-month period ended
March 31, 2001 was $1,441, an increase of $149, as compared to a net loss of
$1,292 during the three-month period ended March 31, 2000. Management believes
that the slight increase in net loss during the three-month period ended March
31, 2001 as compared to the same period during 2000 is attributable primarily to
a decrease in net sales.

LIQUIDITY AND CAPITAL RESOURCES

Three-Month Period Ended March 31, 2001

     The Company has only recently generated sufficient cash flow to fund its
operations and activities. Historically, the Company has relied upon internally
generated funds and funds from the sale of shares of stock and loans from its
shareholders and private investors to finance its operations and growth. The
Company's continued future success and viability may be dependent upon the
ability of the Company's current management to (i) strengthen and increase its
customer base by enhancing the marketability of its products, (ii) increase the
number of customers and expand into additional markets, (iii) control inventory
costs; and (iv) increase the manufacture rate. There can be no assurance,
however, that the Company will be able to continue to successfully distribute
and market its jewelry products and to raise additional capital. The Company's
failure to do so would have a material and adverse affect upon the Company and
its shareholders.

                                       11
<PAGE>


     The Company generated $18,617 and $27,123 in gross profit during the
three-month periods ended March 31, 2001 and 2000, respectively.

     As of March 31, 2001, the Company's total assets were $27,814. The
Company's assets consisted primarily of cash and cash equivalents in the amount
of $10,569 and inventory in the amount of $17,245. As of March 31, 2001, the
Company's total liabilities were $9,788. The Company's liabilities consisted
primarily of accounts payable in the amount of $8,836 and accrued expenses in
the amount of $952. As of March 31, 2001, the Company's total assets exceeded
its total liabilities by $18,026.

     The Company's stockholders' equity decreased from $19,467 for fiscal year
ended December 31, 2000 to $18,026 for the three-month period ended March 31,
2001.

     For the three-month period ended March 31, 2001, the net cash used by
operating activities was $12,490 compared to net cash provided from operating
activities of $1,514 for the three-month period ended March 31, 2000 (a decrease
of $14,004). The main decrease in net cash was comprised of an accounts payable
in the amount of $13,210 for the three-month period ended March 31, 2001
compared to an accounts payable of $1,355 for the three-month period ended March
31, 2000.

MATERIAL COMMITMENTS/FUNDING

     As of the date of this Quarterly Report, the Company does not have any
material commitments for fiscal year 2001.


PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     Management is not aware of any legal proceedings contemplated by any
governmental authority or other party involving the Company or its properties.
No director, officer or affiliate of the Company is (i) a party adverse to the
Company in any legal proceedings, or (ii) has an adverse interest to the Company
in any legal proceedings. Management is not aware of any legal proceedings
pending or that have been threatened against the Company or its properties.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     No report required.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     No report required.

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

     No report required.

ITEM 5. OTHER INFORMATION

     No report required.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     No report required.


SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                AUTEC ASSOCIATES, INC.


Dated: August 31, 2001                          By: /s/ Arthur Garrison
                                                -----------------------
                                                Arthur Garrison, President/
                                                Principal Financial Officer



                                       12