================================================================================
                                  United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB
              Annual Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

For the Year Ended December 31, 2002          Commission File Number:  000-20172

                       AMERICAN INTERNATIONAL ASSETS, INC.
                 (Name of small business issuer in its charter)

                 Utah                                      31-1190725
     -------------------------------                   -------------------
     (State or other jurisdiction of                    (I.R.S. Employer
      incorporation or organization)                   Identification No.)

     135-27 38th Avenue., Suite 328
           Flushing, New York                                 11354
     -------------------------------                   -------------------
 (Address of principal executive offices)                   (Zip Code)

         Issuer's telephone number, including area code: (718) 762-6226

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

                                      None

         Securities registered under Section 12(g) of the Exchange Act:

                           Common Stock, no par value
                                (Title of Class)

      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 [ ]            No [X]

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

     The issuer's revenues for its most recent fiscal year were $0.

      There is no trading of the Common Stock of the registrant and therefore
there is no aggregate market value of the voting stock of registrant held by
non-affiliates.

      The registrant has one class of Common Stock with 12,000,000 shares
outstanding as of February 3, 2003.

                    Documents Incorporated By Reference: None

      Transitional Small Business Issuer Disclosure Format (check one):
Yes [ ]   No [X].

================================================================================


<PAGE>

                       AMERICAN INTERNATIONAL ASSETS, INC.

                                TABLE OF CONTENTS

                                                                            PAGE

PART I
     Item 1.   Description of Business....................................
     Item 2.   Description of Property....................................
     Item 3.   Legal Proceedings..........................................
     Item 4.   Submission of Matters to a Vote of Security Holders........

PART II
     Item 5.   Market for Common Equity and Related
                 Stockholder Matters .....................................
     Item 6.   Management's Discussion and Analysis or
                 Plan of Operation........................................
     Item 7.   Financial Statements.......................................
     Item 8.   Changes in and Disagreements with Accountants on
                 Accounting and
               Financial Disclosure.......................................

PART III
     Item 9.   Directors, Executive Officers, Promoters and
                 Control Persons; Compliance with Section 16(a)
                 of the Exchange Act......................................
     Item 10.  Executive Compensation.....................................
     Item 11.  Security Ownership of Certain Beneficial
                 Owners and Management....................................
     Item 12.  Certain Relationships and Related Transactions.............
     Item 13.  Exhibits and Reports on Form 8-K...........................


<PAGE>

                                     PART I

Item 1. Description of Business

American International Assets, Inc. (the "Company") was organized on January 24,
1984 under the name of Institutional Money Investment Corporation ("IMIC") under
the laws of the State of Utah for the primary purpose of providing venture
capital to future clients. In 1990, the Company acquired real estate in New York
State in consideration for the issuance of 3,180,000 shares. When the
transaction was rescinded within the three months immediately following the
closing, said shares were returned to the Company.

The Company is presently inactive and has not conducted operations since
December 1992. During 1993 the Company settled all asset and liability
transactions. About two years ago, the sole director determined that it was in
the best interest of the stockholders of the Company that the Company should
become active again. Since then, the Company has begun seeking potential
operating businesses and business opportunities with the intent to acquire or
merge with such businesses. The Company is considered a development stage
company, and due to its status as a "shell" corporation, its principal business
purpose is to locate and consummate a merger or acquisition with another entity.
No representation is made or intended that the Company will be able to carry out
its proposed activities successfully or profitably.

History

IMIC-AIA Nevada Merger

On December 15, 1989, IMIC issued 800,000 shares for the purpose of effectuating
a merger with American International Assets, Inc. ("AIA Nevada"), a Nevada
corporation which had invested in Bearer Mineral Delivery Receipts. The Bearer
Mineral Delivery Receipts with an agreed value of $2,812,395 was issued by
Minera San Miguel de Aguayo S.A. de C.V. which certified that AIA Nevada was to
receive 5,000 metric tons of copper per metric ton to be delivered over a
ten-year period beginning June 21, 1990. The discounted revenue to be received
by AIA Nevada within the year ended December 31, 1990 was $226,443.

Rescission of Merger

On January 15, 1990 new management of the Company re-examined the investments in
AIA Nevada and the Bearer Mineral Delivery Receipts. Considering the possible
international fiscal and political pressures over which AIA Nevada would have no
control, coupled with the uncertain bilateral and international relationship
between the United States and Mexico which could affect the future value of the
Bearer Mineral Delivery Receipts, the Company rescinded the merger and divested
itself of the investment in AIA Nevada and the Bearer Mineral Delivery Receipts.


<PAGE>

Agency Agreement with Anglo American International Education (AAIE)

On January 1, 1990, the Company entered into an agency agreement with AAIE
whereby AAIE would act as the Company's agent with respect to all business and
services performed by AAIE in Taiwan. Pursuant to said agreement, the Company in
effect acquired the business and goodwill of AAIE, a Taiwanese company which was
owned by Nicholas Hsu and his former wife Michelle Hsu, the Company's
Chairman/CEO and a former officer of the Company, respectively. See "Directors,
Executive Officers, Promoters and Control Persons; Compliance with Section 16(a)
of the Exchange Act" and "Security Ownership of Certain Beneficial Owners and
Management".

AAIE had the experience, expertise, marketing network and knowledge of the
requirements of Taiwanese clients, to perform the services including but not
limited to, the offering of educational counseling services to Taiwanese
students for study and training in the United States. Apart from regular student
counseling and placement, AAIE had pioneered the organizing of Special Group
Programs such as the Executive MBA Programs for Taiwanese business executives,
politicians and professionals, and also Fashion Designers Program for the Taiwan
Garment Industry Association in conjunction with the Ministry of Economic
Affairs in Taiwan. AAIE (now the Registrant's Education Division) also provided
regular and special MBA students with English training and pre-MBA tutorials in
Taiwan. All proceeds from revenue received were divided on a 70% to AAIE and 30%
net to the Registrant. Hence, from January 1990 onwards the Company began to
receive revenues from its operations in Taiwan. However, said revenues and
operations ceased during 1993. The Agency Agreement with AAIE was terminated on
January 1, 1991.

Acquisition of Taiwan Office and Business

On December 25, 1990, the Company issued a note for $95,850 and acquired the
leasehold improvements, office furniture and equipment of Hampton Financial
Consultants, Inc., a corporation organized under the laws of Taiwan and
controlled by the present Chairman/CEO, Nicholas Hsu. The note was paid from the
revenues of the Company during 1991. As part of its winding up of its business
operations, the Company was released from the note and any agreements between
the Company and Hampton Financial Consultants were terminated.

Item 2. Description of Property

The Company owns no real property. The Company subleases, on an at-will basis,
approximately 1,500 space located at 135-27 38th Avenue, Suite 328, Flushing, NY
11354. The space consists of a conference room, reception area, office area and
six class rooms. The Company does not pay for this space since the building is
owned by Nicholas Hsu.


<PAGE>

Item 3. Legal Proceedings

We are not involved in any material pending litigation, nor are we aware of any
material pending or contemplated proceedings against us. We know of no material
legal proceedings pending or threatened, or judgments entered against any of our
directors or officers in their capacity as such.

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

No matters were submitted to a vote of security holders during the previous
three fiscal years.

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters

The Company's common stock is not traded and the shares are not listed on any
national or regional exchange.

Holders of Securities

The Company estimates that as of February 3, 2003 there were approximately 590
holders of record of the Common Stock.

Dividend Policy

We have never declared or paid any cash dividends on our common stock nor do we
anticipate paying any in the foreseeable future. Furthermore, we expect to
retain any future earnings to finance our operations and expansion. The payment
of cash dividends in the future will be at the discretion of our Board of
Directors and will depend upon our earnings levels, capital requirements, any
restrictive loan covenants and other factors the Board considers relevant.

Our Transfer and Warrant Agent

We have appointed Signature Stock Transfer, with offices at 2301 Ohio Drive,
Suite 100, Plano, TX 75093, (972) 612-4120, as transfer agent for our shares of
common stock. The transfer agent is responsible for all record-keeping and
administrative functions in connection with the common and preferred shares of
stock.

Recent Sales of Unregistered Securities

The Company did not offer for sale or sell any securities during the past three
years.


<PAGE>

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

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

The matters discussed in this section and in certain other sections of this Form
10-KSB contain forward-looking statements within the meaning of Section 21D of
the Securities Exchange Act of 1934, as amended, and Section 27A of the
Securities Act of 1933, as amended, that involve risks and uncertainties. All
statements other than statements of historical information provided herein maybe
deemed to be forward-looking statements. Without limiting the foregoing, the
words "may", "will", "could", "should", "intends", "thinks", "believes",
"anticipates", "estimates", "plans", "expects", or the negative of such terms
and similar expressions are intended to identify assumptions and uncertainties
which could cause actual results to differ materially from those expressed in
them. Any forward-looking statements are qualified in their entirety by
reference to the factors discussed throughout this report. The following
cautionary statements identify important factors that could cause the Company's
actual results to differ materially from those projected in the forward-looking
statements made in this Report. Such factors include, but are not limited to,
adverse changes in general economic conditions, the risk of loss of the services
of Nicholas Hsu upon whom the Company is dependent, adverse business conditions,
the inability to locate and negotiate favorable business combinations, the
inability to secure sufficient funding to fund expenses associated with any
potential business combinations, the inability of Mr. Hsu to continue funding
the Company and other factors.

Because the risks factors referred to above could cause actual results or
outcome to differ materially from those expressed in any forward-looking
statements made by the Company, you should not place undue reliance on any such
forward-looking statements. Other factors may be described from time to time in
the Company's other filings with the Securities and Exchange Commission, news
releases and other communications. Further, any forward-looking statement speaks
only as of the date on which it is made and the Company undertakes no obligation
to update any forward-looking statement or statements to reflect events or
circumstances after the date on which such statement is made or to reflect the
occurrence of unanticipated events. New factors emerge from time to time, and it
is not possible for the Company to predict which will arise. In addition, the
Company cannot assess the impact of each factor on the Company's business or the
extent to which any factor, or combination of factors, may cause actual results
to differ materially from those contained in any forward-looking statements.

Subsequent written and oral forward-looking statements attributable to the
Company or persons acting on its behalf are expressly qualified in their
entirety by the cautionary statements set forth above and contained elsewhere in
this Annual Report on Form 10-KSB.

OVERVIEW

The Company's sole activity consists of the investigation and analysis of a
variety of businesses with which the Company could acquire, merge or otherwise
affiliate. If the Company finds an appropriate business opportunity, it will
attempt to arrange for a business combination.


<PAGE>

The primary expenses incurred in connection with the Company's activities are
minimal and from time to time may include salary expenses of the Company's
president, travel and telephone expenses incurred to investigate business
opportunities, and legal and accounting fees for compliance with SEC reporting
requirements, for completion of the year end audit and in connection with the
investigation of potential business combination candidates, the negotiation of
acquisition agreements and related documents in connection with potential
acquisitions. For the years ended December 31, 2002, December 31, 2001 and
December 31, 2000, the Company had no revenues. In prior years the Company had
no revenues and has been inactive since 1993.

Operating Expenses

Operating expenses for the twelve months ended December 31, 2002, were $56,688
of which $48,000 consisted of wages accrued to Nicholas Hsu; $5,813 of which was
paid to accountants and lawyers for professional fees and $2,875 consisted of
general and administrative. This is a change from the $5,185 of operating
expenses incurred for the same period in 2001, of which $5,000 was paid to
accountants and the balance for general and administrative.

General and Administrative Expenses

General and Administrative (G&A) expenses for the twelve month period ended
December 31, 2002, were $2,875 which consisted of paying and filing state taxes
for the previous eight years. For the twelve month period ended December 31,
2001, G&A expenses totaled $185 for minimum state tax and registration fees.

Liquidity and Capital Resources

As of December 31, 2002, we had no cash in the bank and $63,353 in current
liabilities.

As of the date hereof, we have not made any arrangements or definitive
agreements to use outside advisors or consultants to raise capital. We cannot be
certain that any required financing will be available on terms favorable to us.
If additional funds are raised by the issuance of our equity securities, then
existing stockholders will experience dilution of their ownership interest.

If additional funds are raised by the issuance of debt or other equity
instruments, we may be subject to certain limitations in our operations, and
issuance of such securities may have rights senior to those of the then existing
holders of common stock. If adequate funds are not available or not available on
acceptable terms, we may be unable to maintain our existence.


<PAGE>

Share Capital

We are currently authorized to issue 490,000,000 shares of common stock and
10,000,000 shares of preferred stock. As of today, we have issued 12,000,000
shares of common stock, for a total capital contribution of $39,177. No shares
of preferred stock have been issued.

Each share of our common stock has equal, noncumulative voting rights and
participates equally in dividends, if any. The common stock has no sinking fund
provisions applicable to it. The shares are fully paid for and nonassessable
when issued. We have no options or warrants, or any other rights to purchase any
of the securities of the Company and we do not plan to issue any.

Critical Accounting Policies

In the ordinary course of business, the company has made a number of estimates
and assumptions relating to the reporting of results of operations and financial
condition in the preparation of its financial statements in conformity with
accounting principles generally accepted in the United States of America. Actual
results could differ significantly from those estimates under different
assumptions and conditions. The Company believes that the following discussion
addresses the Company's most critical accounting policies, which are those that
are most important to the portrayal of the Company's financial condition and
results. The Company constantly re-evaluates these significant factors and makes
adjustments where facts and circumstances dictate. Historically, actual results
have not significantly deviated from those determined using the necessary
estimates inherent in the preparation of financial statements. Estimates and
assumptions include, but are not limited to, recognition of revenues and
expenses, amounts qualifying as cash and cash equivalents, and earnings per
share information

Historically, the Company has recognized revenues when services have been
performed and billed to customers. Expenses have been recognized in the period
when incurred. Cash and cash equivalents have been deemed such by cash bank
balances and by maturity date of investments or marketable securities of not
more than 90 days. Earnings per share information is presented on the weighted
average of common shares outstanding. During the year presented the Company had
issued and outstanding 12,000,000 common shares. This was also deemed to be the
weighted average of the shares outstanding.

These accounting policies are applied consistently for all years presented. Our
operating results would be affected if other alternatives were used. Information
about the impact on our operating results is included in the footnotes to our
consolidated financial statements.

Item 7. Financial Statements

The financial statements listed in the accompanying Index at Item 7 are filed as
part of this report.


<PAGE>

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

NONE.

                                    PART III

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

Set forth below is certain information concerning each person who served as an
executive officer during the year ended December 31, 2002 or is presently a
director of the Company. All officers and directors hold office until their
respective successors are elected and qualified, or until their earlier
resignation or removal.

The following sets forth the names and ages of our directors and executive
officers:

Name             Age   Position

Nicholas Hsu     60    President, Secretary, Treasurer, Chairman of the Board of
                       Directors, Chief Operating and Executive Officer

NICHOLAS HSU, since our incorporation to the present, has been our President,
Secretary, Treasurer, Chairman of the Board of Directors, Chief Operating and
Executive Officer. Mr. Hsu oversees all aspects of operations and business
development for the Company

Our Director has been elected to serve until the next annual meeting of
stockholders and until his successor has been elected and qualified, or until
death, resignation or removal.

During the previous three fiscal years, the director took no actions. The Board
has no standing audit, nominating, compensation or any other committees
performing similar functions.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company's executive officers,
directors and persons who beneficially own more than 10% of a registered class
of the Company's equity securities to file with the Commission initial reports
of ownership and reports of changes in ownership of Common Stock and other
equity securities of the Company. Such persons are required by Commission
regulations to furnish the Company with copies of all Section 16(a) forms they
filed.


<PAGE>

To the Company's knowledge, based solely on the Company's review of Forms 3
(Initial Statement of Beneficial Ownership of Securities), Forms 4 (Statement of
Changes in Beneficial Ownership) and Forms 5 (Annual Statement of Changes in
Beneficial Ownership) furnished to the Company with respect to the fiscal year
ended December 31, 2001, no persons filed any such forms in a timely manner.

Item 10. Executive Compensation

The following table sets forth information with respect to compensation we paid
for the years ended December 31, 2002, 2001 and 2000, for services of the
executive officers. We have not paid any executive officer in excess of $100,000
(including salaries and benefits) during the years ended December 31, 2002, 2001
or 2000.

Summary of Annual Compensation

<TABLE>
<CAPTION>
Name and                                Year ended          Year ended          Period ended
Principal Position                      December 31, 2002   December 31, 2001   December 31, 2000
<S>                                        <C>                    <C>                  <C>
Nicholas Hsu, Chairman of the Board,
President, Secretary, Treasurer and
Chief Operating and Executive Officer      $48,000                0                    0
</TABLE>

The wages for year ended December 31, 2001 indicated above are accrued and have
not been paid by the Company to Mr. Hsu.

No options, warrants or other securities have been issued to Dr. Nicholas Hsu or
any of his family members or affiliates in the last three years.

Item 11. Security Ownership of Certain Beneficial Owners and Management

The following provides the names and addresses of (i) each person known to us to
beneficially own more than 5% of our outstanding shares of common stock; (ii)
each of our officers and directors; and (iii) all of our officers and directors
as a group. The address of the undersigned is c/o American International Assets,
Inc., 135-27 38th Avenue, Flushing, NY 11354.

As of February 3, 2003, there were 12,000,000 shares of common stock
outstanding.


<PAGE>

Officers, Directors,
 5% Shareholder                    No. of Shares          Beneficial Ownership %

Nicholas Hsu                       5,760,000(1)                 48%
Yung-Huei Hsu                      1,816,355(1)                 15%
Chun-Mei Kuo Lin                   1,730,000                    14%
Yin-Yen Tsai                       1,700,620                    14%
Cheng-Ko Sun                       1,627,000                    14%

Sole Director and executive
officer as a Group (1 person)*     5,760,000                    48%

* These shares are attributed to Nicholas Hsu.

(1) 1,000,000 of these shares are beneficially owned by Nicholas Hsu. Yung-Huei
Hsu is the adult child of Mr. Hsu.

Item 12. Certain Relationships and Related Transactions

During the 2002 fiscal year, the Company accrued wages of $48,000 to Nicholas
Hsu. Mr. Hsu was compensated for services performed on behalf of the Company in
preparation of documentation to be filed with the proper authorities. During the
2001 and 2000 fiscal years, the Company did not pay any compensation to Mr. Hsu.

The Company has no employment or any similar agreements with the foregoing
individual or any other person.

During 2002 and 2001, promissory notes in the amounts of $9,957 and $3,000,
respectively, were issued to a corporation whose president is a shareholder of
the Company to pay operating expenses of the Company. The notes are unsecured,
non-interest bearing and are payable on demand.


<PAGE>

Item 13. Exhibits and Reports on Form 8-K

(a) Exhibits.

EXHIBITS

Exhibit No.       Description

 3.1*             Certificate of Incorporation of Registrant.
 3.2*             Registrant's Certificate of Amendment of Registrant's
                    Certificate of Incorporation.
 3.3*             By-Laws of Registrant.
 4.1*             Specimen common stock certificate.
24.2              Consent of Bierwolf, Nilson & Associates

* Filed supplementaly

(b) Reports on Form 8-K. The Company filed no Reports on Form 8-K during the
last quarter of 2002 or for the last threeyears.


<PAGE>

                                   SIGNATURES

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

                                            AMERICAN INTERNATIONAL ASSETS, INC.

                                            By /s/ Nicholas Hsu
                                               ---------------------------------
                                                   Nicholas Hsu
                                                   Chairman and Chief Executive
                                                   Officer

Dated: February 14, 2003

      In accordance with the Exchange Act, this report has been signed below by
the following person on behalf of the registrant and in the capacities and on
the dates indicated.

By /s/ Nicholas Hsu      Chairman and Chief Executive   Dated: February 14, 2003
   ----------------      Officer
   Nicholas Hsu          (Principal Executive Officer
                         and Principal Financial
                         Officer)

Certifications follow this page.


<PAGE>

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Nicholas Hsu, Chief Executive Officer, American International Assets, Inc.,
certify that:

1.    I have reviewed this annual report on Form 10-QSB of American
      International Assets, Inc.;

2.    Based on my knowledge, this annual report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this annual report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this annual report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this annual
      report;

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
      have:

      a)    designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this annual
            report is being prepared;

      b)    evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this annual report (the "Evaluation Date"); and

      c)    presented in this annual report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent functions):

      a)    all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

      b)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and


<PAGE>

6.    The registrant's other certifying officers and I have indicated in this
      annual report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.

AMERICAN INTERNATIONAL ASSETS, INC.

/s/ Nicholas Hsu
-------------------------------------
Nicholas Hsu, Chief Executive Officer

Dated: February 14, 2003


<PAGE>

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Nicholas Hsu, Treasurer and Secretary, American International Assets, Inc.,
certify that:

1.    I have reviewed this annual report on Form 10-QSB of American
      International Assets, Inc.;

2.    Based on my knowledge, this annual report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this annual report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this annual report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this annual
      report;

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
      have:

      (a)   designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this annual
            report is being prepared;

      (b)   evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this annual report (the "Evaluation Date"); and

      (c    )presented in this annual report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent functions):

      (a)   all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

      (b)   any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

<PAGE>

6.    The registrant's other certifying officers and I have indicated in this
      annual report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.

AMERICAN INTERNATIONAL ASSETS, INC.

/s/ Nicholas Hsu
-------------------------------------
Nicholas Hsu, Treasurer and Secretary

Dated: February 14, 2003


<PAGE>

                       American International Assets, Inc.
                          (A Development Stage Company)
                              Financial Statements

                                December 31, 2002
                                       and
                                December 31, 2001

<PAGE>

                           Independent Auditors Report

To the Board of Directors
American International Assets, Inc.

We have audited the accompanying balance sheets of American International
Assets, Inc. (a Development Stage Company), as of December 31, 2002 and 2001,
and the related statements of income, retained earnings, and cash flows for the
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audit in accordance with generally accepted auditing standards,
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
the significant estimates made by management, as well as evaluating the overall
financial statements presentation. We believe that our audits provide 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 American International Assets,
Inc., as of December 31, 2002 and 2001, and the results of its operations and
its cash flows for the years then ended, in conformity with generally accepted
accounting principles, in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 6 to the financial
statements, the Company has an accumulated deficit and a negative net worth at
December 31, 2002. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plan in regard to these
matters are also discussed in Note 6. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.



Salt Lake City, Utah
January 16, 2003

<PAGE>

                       American International Assets, Inc.
                          (A Development Stage Company)
                                  Balance Sheet
                                   December 31

                                                             2002        2001
                                                         ---------    ---------
                                     Assets

Current Assets                                           $    --      $    --
                                                         ---------    ---------
         Total Assets                                    $    --      $    --
                                                         =========    =========

                       Liabilities & Stockholders' Equity

Current Liabilities

     Accounts Payable                                    $   3,396    $   2,450
     Taxes Payable                                            --          1,215
     Accrued Salaries                                       48,000         --
     Notes Payable - Related Party (Note 5)                 11,957        3,000
                                                         ---------    ---------
         Total Current Liabilities                          63,353        6,665

Stockholders' Equity

     Preferred Stock 10,000,000 Shares Authorized;
       at $2.00 Par Value; No Shares Issued                   --           --
     Common Stock 490,000,000 Shares Authorized;
       No Par Value 12,000,000 Shares Issued and
       Outstanding                                          39,177       39,177
     Accumulated (Deficit)                                (102,530)     (45,842)
                                                         ---------    ---------
         Total Stockholders' Equity                        (63,353)      (6,665)
                                                         ---------    ---------
         Total Liabilities & Stockholders' Equity        $    --      $    --
                                                         =========    =========

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


                                       3
<PAGE>

                       American International Assets, Inc.
                          (A Development Stage Company)
                             Statement of Operations
                         For the Years Ended December 31

                                                                    Accumulated
                                                                  Deficit during
                                                                    Development
                                          2002          2001          Stage
                                        --------      -------     --------------
Revenues                                $   --        $  --        $    --
                                        --------      -------      ---------

Expenses

   Amortization Expense                     --           --              320
   Depreciation Expense                     --           --           20,083
   General & Administrative                2,875          185         41,041
   Salaries Expense                       48,000         --           48,000
   Professional Fees                       5,813        5,000         10,813
                                        --------      -------      ---------
       Total Expenses                     56,688        5,185        120,257
                                        --------      -------      ---------

       Income (Loss) from Operations     (56,688)      (5,185)      (120,257)

Other Income (Expenses)

   Loss on Abandonment of Assets            --           --          (80,333)
                                        --------      -------      ---------

       Total Other Income (Expenses)        --           --          (80,333)
                                        --------      -------      ---------

       Income (Loss) Before Taxes        (56,688)      (5,185)      (200,590)

       Taxes                                --           --             --
                                        --------      -------      ---------

       Net (Loss)                       $(56,688)     $(5,185)     $(200,590)
                                        ========      =======      =========

       Net Loss Per Share               $  (0.00)     $ (0.00)

       Weighted Average
       Shares Outstanding             12,000,000                 12,000,000


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


                                       4
<PAGE>

                       American International Assets, Inc.
                          (A Development Stage Company)
                  Statement of Stockholders' Equity (Continued)
                    From January 1, 2001 to December 31, 2002


                                                Common Stock         Accumulated
                                           Shares          Amount      Deficit
                                           ------          ------    -----------

Balance, January 1, 2001                12,000,000        $39,177      $(40,657)

Net Loss for the Year Ended
December 31, 2001                           (5,185)
                                        ----------         ------      --------
Balance, December 31, 2001              12,000,000         39,177       (45,842)

Net Loss for the Year Ended
December 31, 2002                          (56,688)
                                        ----------         ------      --------
Balance, December 31, 2002              12,000,000         39,177      (102,530)
                                        ==========         ======      ========

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


                                       5
<PAGE>

                       American International Assets, Inc.
                          (A Development Stage Company)
                             Statement of Cash Flows
                         For the Years Ended December 31
<TABLE>
<CAPTION>
                                                                                Accumulated
                                                                              Deficit during
                                                                                Development
                                                         2002         2001        Stage
                                                         ----         ----    -------------
<S>                                                  <C>          <C>          <C>
Cash Flows from Operating Activities

     Net (Loss)                                      $ (56,688)   $  (5,185)   $(200,590)
     Changes in Operating Assets & Liabilities;
       Amortization                                       --           --            320
       Depreciation                                       --           --         20,083
       Loss on Abandonment of Assets                      --           --         80,333
       Decrease in Prepaid Expenses                       --           --          1,438
       Decrease in Accounts Receivable                    --           --         13,400
       Increase (Decrease) in Accrued Salaries          48,000         --         48,000
       Increase (Decrease)  in State Taxes Payable      (1,215)         135         --
       Increase (Decrease) in Accounts Payable             946        2,050     (116,387)
                                                     ---------    ---------    ---------

         Net Cash (Used) by Operating Activities        (8,957)      (3,000)    (153,403)

Cash Flows from Financing Activities                      --           --           --

Cash Flows from Financing Activities

     Proceeds from Related Party Note                    8,957        3,000       11,957
                                                     ---------    ---------    ---------

     Cash Provided by Financing Activities               8,957        3,000       11,957
                                                     ---------    ---------    ---------

         (Decrease) in Cash                               --           --       (141,446)

         Cash at Beginning of Period                      --           --        141,446
                                                     ---------    ---------    ---------

         Cash at End of Period                       $    --      $    --      $    --
                                                     =========    =========    =========

Disclosure of Significant Operating Activities
     Interest                                        $    --      $    --      $    --
     Taxes                                                --           --           --
</TABLE>

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


                                       6
<PAGE>

                       American International Assets, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2002

NOTE 1 - Organization

The Company was incorporated under the laws of the state of Utah on January 24,
1984. The Company has undergone several changes of business purpose, finally
settling on the acquisition and management of real estate in the United States
in January 1990.

In December 1992, the board of directors of the Company decided to cease
operations and settle all asset and liability transactions. These transactions
were completed during 1993. At December 31, 1992, the Company had an accumulated
earnings of $98,060, however, due to the winding down transactions that took
place the Company now has an accumulated deficit. Therefore, the accumulated
deficit number presented during the development stage assumes the accumulated
expenses of ($143,902) and the Company's past accumulated earnings of $98,060.

As a result of the transactions documented below, the Company has entered into a
development stage for accounting reporting purposes at January 1, 1993. In
subsequent reports the Company's financial position will be presented as such.

The Company remains domiciled in the State of Utah and has 490,000,000 shares of
common stock authorized at no par value, of which 12,000,000 shares are issued
and outstanding.

NOTE 2 - Significant Accounting Policies

A.    The Company uses the accrual method of accounting.

B.    Revenues and directly  related  expenses are  recognized  in the period in
      which they are incurred.

C.    The Company considers all short term,  highly liquid  investments that are
      readily  convertible,  within  three  months,  to  known  amounts  as cash
      equivalents. The Company currently has no cash equivalents.

D.    Basic  Earnings  Per Shares are computed by dividing  income  available to
      common  stockholders  by the  weighted  average  number of  common  shares
      outstanding  during  the  period.  Diluted  Earnings  Per  Share  shall be
      computed by  including  contingently  issuable  shares  with the  weighted
      average  shares  outstanding  during the  period.  When  inclusion  of the
      contingently  issuable  shares  would  have an  antidilutive  effect  upon
      earnings per share no diluted earnings per share shall be presented.

E.    Estimates:  The preparation of the financial statements in conformity with
      generally  accepted  accounting  principles  requires  management  to make
      estimates  and  assumptions  that  affect  the  amounts  reported  in  the
      financial  statements and accompanying  notes. Actual results could differ
      from those estimates.

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


                                       7
<PAGE>

                       American International Assets, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2002

NOTE 3 - Income Taxes

The Company accounts for income taxes as related in Statement of Financial
Standards No. 109 "Accounting for Income Taxes".

Statement of Financial Accounting Standards No. 109 " Accounting for Income
Taxes" requires an asset and liability approach for financial accounting and
reporting for income tax purposes. This statement recognizes (a) the amount of
taxes payable or refundable for the current year and (b) deferred tax
liabilities and assets for future tax consequences of events that have been
recognized in the financial statements or tax returns.

Deferred income taxes result from temporary differences in the recognition of
accounting transactions for tax and financial reporting purposes. There were no
temporary differences at December 31, 2002 and earlier years; accordingly, no
deferred tax liabilities have been recognized for all years.

The Company has cumulative net operating loss carryforwards of approximately
$103,000 at December 31, 2002. No effect has been shown in the financial
statements for the net operating loss carryforwards as the likelihood of future
tax benefit from such net operating loss carryforwards is highly improbable.
Accordingly, the potential tax benefits of the net operating loss carryforwards,
estimated based upon current tax rates at December 31, 2002 and December 31,
2001 have been offset by valuation reserves of the same amount.

NOTE 4 - Net Earnings (Loss) Per Share

Basic earnings (loss) per common share (BEPS) is based on the weighted average
number of common shares outstanding during each period. Diluted earnings (loss)
per common share is based on shares outstanding (computed as under BEPS) and
dilutive potential common shares.

The following data shows the shares used in the computing loss per common share
including dilutive potential common stock;

   Common shares outstanding during the entire period.                12,000,000

   Weighted average shares paid for, but not issued
     during the period.                                                   --
                                                                     -----------

   Weighted average number of common shares used
     in basic EPS dilutive effect of options.                         12,000,000
                                                                     -----------

   Weighted average number of common shares and dilutive
     potential common shares used in diluted EPS.                     12,000,000
                                                                     ===========

                                   Continued


                                       8
<PAGE>

                       American International Assets, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2002

NOTE 5 - Related Party Transactions

During 2002 and 2001, promissory notes in the amounts of $8,957 and $3,000,
respectively, were issued to a corporation whose president is a shareholder of
the Company. The notes are unsecured, non interest bearing and considered
payable on demand.

NOTE 6 - Going Concern

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern. The Company has sustained operating losses in recent
years, and currently has no assets or operations from which it can provide
working capital. The Company seeks to acquire or merge with an operating entity
that can provide capital and managerial leadership to enable it to continue in
existence.

                                   Continued


                                       9

<PAGE>

                       American International Assets, Inc.
                          (A Development Stage Company)
                              Financial Statements

                                December 31, 2001
                                       and
                                December 31, 2000

<PAGE>

                           Independent Auditors Report

To the Board of Directors
American International Assets, Inc.

We have audited the accompanying balance sheets of American International
Assets, Inc. (a Development Stage Company), as of December 31, 2001 and 2000,
and the related statements of income, retained earnings, and cash flows for the
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audit in accordance with generally accepted auditing standards,
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
the significant estimates made by management, as well as evaluating the overall
financial statements presentation. We believe that our audits provide 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 American International Assets,
Inc., as of December 31, 2001 and 2000, and the results of its operations and
its cash flows for the years then ended, in conformity with generally accepted
accounting principles, in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note #3 to the financial
statements, the Company has an accumulated deficit and a negative net worth at
December 31, 2001. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plan in regard to these
matters are also discussed in Note #3. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

Bierwolf, Nilson & Associates
May 30, 2002
<PAGE>

                       American International Assets, Inc.
                          (A Development Stage Company)
                                  Balance Sheet
                                   December 31

                                                            2001         2000
                                                          --------     --------
                                     Assets

Current Assets                                            $     --     $     --
                                                          --------     --------

    Total Assets                                          $     --     $     --
                                                          ========     ========

                       Liabilities & Stockholders' Equity

Current Liabilities

  Accounts Payable                                        $  2,450     $    400
  Taxes Payable                                              1,215        1,080
  Notes Payable - Related Party                              3,000           --
                                                          --------     --------

    Total Current Liabilities                                6,665        1,480

Stockholders' Equity

  Preferred Stock 10,000,000 Shares
    Authorized;  $2.00 par;
    No Shares Issued                                            --           --
  Common Stock 490,000,000 Shares
    Authorized; No Par Value
    12,000,000 Shares Issued and
    Outstanding                                             39,177       39,177
  Accumulated (Deficit)                                    (45,842)     (40,657)
                                                          --------     --------

    Total Stockholders' Equity                              (6,665)      (1,480)
                                                          --------     --------
    Total Liabilities & Stockholders'
      Equity                                              $     --     $     --
                                                          ========     ========

<PAGE>

                       American International Assets, Inc.
                          (A Development Stage Company)
                             Statement of Operations
                         For the Years Ended December 31

                                                                  Accumulated
                                                                 Deficit during
                                                                  Development
                                        2001          2000           Stage
                                     -----------   -----------   --------------

Revenues                             $        --   $        --     $      --
                                     -----------   -----------     ---------

Expenses

  Amortization Expense                        --            --           320
  Depreciation Expense                        --            --        20,083
  General & Administrative                   185           185        38,166
  Professional Fees                        5,000            --         5,000
                                     -----------   -----------     ---------

    Total Expenses                         5,185           185        63,569
                                     -----------   -----------     ---------

    Income from Operations                (5,185)         (185)      (63,569)

Other Income (Expenses)

  Loss on Abandonment of Assets               --            --       (80,333)
                                     -----------   -----------     ---------

    Total Other Income (Expenses)             --            --       (80,333)
                                     -----------   -----------     ---------

    Net (Loss)                       $    (5,185)  $      (185)    $(143,902)
                                     ===========   ===========     =========

    Net Loss Per Share               $     (0.00)  $     (0.00)

    Weighted Average
    Shares Outstanding                12,000,000    12,000,000

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


                                        4
<PAGE>

                       American International Assets, Inc.
                          (A Development Stage Company)
                        Statement of Stockholders' Equity
                   From December 31, 1993 to December 31, 2001

                                             Common Stock         Accumulated
                                           Shares     Amount        Deficit
                                       --------------------------------------

Balance, December 31, 1993               12,000,000   $39,177        $(39,362)

Net Loss for the Year Ended
December 31, 1994                                                        (185)
                                       --------------------------------------

Balance, December 31, 1994               12,000,000    39,177         (39,547)
Net Loss for the Year Ended
December 31, 1995                                                        (185)
                                       --------------------------------------

Balance, December 31, 1995               12,000,000    39,177         (39,732)
Net Loss for the Year Ended
December 31, 1996                                                        (185)
                                       --------------------------------------

Balance, December 31, 1996               12,000,000    39,177         (39,917)
Net Loss for the Year Ended
December 31, 1997                                                        (185)
                                       --------------------------------------
Balance, December 31, 1997               12,000,000    39,177         (40,102)
Net Loss for the Year Ended
December 31, 1998                                                        (185)
                                       --------------------------------------

Balance, December 31, 1998               12,000,000    39,177         (40,287)

Net Loss for the Year Ended
December 31, 1999                                                        (185)
                                       --------------------------------------

Balance, December 31, 1999               12,000,000    39,177         (40,472)

Net Loss for the Year Ended
December 31, 2000                                                        (185)
                                       --------------------------------------

Balance, December 31, 2000               12,000,000   $39,177        $(40,657)

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


                                        5
<PAGE>

                       American International Assets, Inc.
                          (A Development Stage Company)
                  Statement of Stockholders' Equity (Continued)
                   From December 31, 1993 to December 31, 2001

Net Loss for the Year Ended
December 31, 2001                                                      (5,185)
                                       --------------------------------------

Balance, December 31, 2001               12,000,000   $39,177        $(45,842)
                                       ======================================

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


                                        6
<PAGE>

                       American International Assets, Inc.
                          (A Development Stage Company)
                             Statement of Cash Flows
                         For the Years Ended December 31

                                                                   Accumulated
                                                                  Deficit during
                                                                   Development
                                              2001       2000         Stage
                                             -------    ------    --------------

Cash Flows from Operating Activities

  Net (Loss)                                 $(5,185)    $(185)    $(143,902)
  Changes in Operating Assets
    & Liabilities;
    Amortization                                  --        --           320
    Depreciation                                  --        --        20,083
    Loss on Abandonment of Assets                 --        --        80,333
    Decrease in Prepaid Expenses                  --        --         1,438
    Decrease in Accounts Receivable               --        --        13,400
    Increase in State Taxes Payable              135       135         1,215
    Increase (Decrease) in
      Accounts Payable                         2,050        50      (117,333)
                                             -------     -----     ---------

      Net Cash (Used) by
        Operating Activities                  (3,000)       --      (144,446)

Cash Flows from Financing
  Activities                                      --        --            --
                                             -------     -----     ---------
Cash Flows from Financing
  Activities

  Proceeds from Related
    Party Note                                 3,000        --         3,000
                                             -------     -----     ---------
  Cash Provided by Financing
    Activities                                 3,000        --         3,000
                                             -------     -----     ---------
    (Decrease) in Cash                            --        --      (141,446)

    Cash at Beginning of Period                   --        --       141,446
                                             -------     -----     ---------

    Cash at End of Period                    $    --     $  --     $      --
                                             =======     =====     =========

Disclosure of Significant
  Operating Activities

  Interest                                   $    --     $  --     $      --
  Taxes                                           --        --            --

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


                                        7
<PAGE>

                       American International Assets, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2001

NOTE 1 - Organization

The Company was incorporated under the laws of the state of Utah on January 24,
1984. The Company has undergone several changes of business purpose, finally
settling on the acquisition and management of real estate in the United States
in January 1990.

In December 1992, the board of directors of the Company decided to cease
operations and settle all asset and liability transactions. These transactions
were completed during 1993. At December 31, 1992, the Company had an accumulated
earnings of $98,060, however, due to the winding down transactions that took
place the Company now has an accumulated deficit. Therefore, the accumulated
deficit number presented during the development stage assumes the accumulated
expenses of ($143,902) and the Company's past accumulated earnings of $98,060.

As a result of the transactions documented below, the Company has entered into a
development stage for accounting reporting purposes at January 1, 1993. In
subsequent reports the Company's financial position will be presented as such.

During the first quarter 1993, the agreement to purchase 26 acres of land in New
York was abandoned. All shares (3,000,000) that had been converted to common
shares from preferred shares, were returned and canceled. In addition, all
shares related to a preferred stock dividend of 180,000 shares were returned and
canceled. The transaction was reversed on the Company's books during the
quarter.

In addition to the cancellation of the common shares the Company agreed to
donate all fixed assets to a related party (American Education Foundation). The
Company did not receive any remuneration for the donation.

All payables were paid with cash on hand at December 31, 1992. All leases were
terminated by mutual consent, and the Company was released from any lease
obligation associated with the premises in question.

The Company remains domiciled in the State of Utah and has 490,000,000 shares of
common stock authorized at no par value, of which 12,000,000 shares are issued
and outstanding.

NOTE 2 - Significant Accounting Policies

A.    The Company uses the accrual method of accounting.

B.    Revenues and directly related expenses are recognized in the period in
      which they are incurred.

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


                                        8
<PAGE>

C.    The Company considers all short term, highly liquid investments that are
      readily convertible, within three months, to known amounts as cash
      equivalents. The Company currently has no cash equivalents.

D.    Basic Earnings Per Shares are computed by dividing income available to
      common stockholders by the weighted average number of common shares
      outstanding during the period. Diluted Earnings Per Share shall be
      computed by including contingently issuable shares with the weighted
      average shares outstanding during the period. When inclusion of the
      contingently issuable shares would have an antidilutive effect upon
      earnings per share no diluted earnings per share shall be presented.

E.    Estimates: The preparation of the financial statements in conformity with
      generally accepted accounting principles requires management to make
      estimates and assumptions that affect the amounts reported in the
      financial statements and accompanying notes. Actual results could differ
      from those estimates.

NOTE 3 - Going Concern

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern. The Company has sustained operating losses in recent
years, and currently has no assets or operations from which it can provide
working capital. The Company seeks to acquire or merge with an operating entity
that can provide capital and managerial leadership to enable it to continue in
existence.

NOTE 4 - Related Party Transactions

During the year, the Company issued a promissory note in the amount of $3,000 to
American Education Foundation. The note is unsecured, non interest bearing, and
payable on demand.

                                    Continued
                                        9
<PAGE>

                       American International Assets, Inc.
                          (A Development Stage Company)
                              Financial Statements

                                December 31, 2000
                                       and
                                December 31, 1999

<PAGE>

                           Independent Auditors Report

To the Board of Directors
American International Assets, Inc.

We have audited the accompanying balance sheets of American International
Assets, Inc. (a Development Stage Company), as of December 31, 2000 and 1999,
and the related statements of income, retained earnings, and cash flows for the
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audit in accordance with generally accepted auditing standards,
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
the significant estimates made by management, as well as evaluating the overall
financial statements presentation. We believe that our audits provide 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 American International Assets,
Inc., as of December 31, 2000 and 1999, and the results of its operations and
its cash flows for the years then ended, in conformity with generally accepted
accounting principles, in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note #3 to the financial
statements, the Company has an accumulated deficit and a negative net worth at
December 31, 2000. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plan in regard to these
matters are also discussed in Note #3. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

Bierwolf, Nilson & Associates
April 24, 2001
<PAGE>

                       American International Assets, Inc.
                          (A Development Stage Company)
                                  Balance Sheet
                                   December 31

                                                          2000           1999
                                                        --------       --------
                                     Assets

Current Assets                                          $     --       $     --
                                                        --------       --------

    Total Assets                                        $     --       $     --
                                                        ========       ========

                       Liabilities & Stockholders' Equity

Current Liabilities

  Accounts Payable                                      $    400       $    350
  Taxes Payable                                            1,080            945
  Notes Payable - Related Party                               --             --
                                                        --------       --------

    Total Current Liabilities                              1,480          1,295

Stockholders' Equity

  Preferred Stock 10,000,000 Shares
    Authorized; $2.00 par; No Shares
    Issued                                                    --             --
  Common Stock 490,000,000 Shares
    Authorized; No Par Value
    12,000,000 Shares Issued and
    Outstanding                                           39,177         39,177
  Accumulated (Deficit)                                  (40,657)       (40,472)
                                                        --------       --------

    Total Stockholders' Equity                            (1,480)        (1,295)
                                                        --------       --------
    Total Liabilities & Stockholders'
      Equity                                            $     --       $     --
                                                        ========       ========

<PAGE>

                       American International Assets, Inc.
                          (A Development Stage Company)
                             Statement of Operations
                         For the Years Ended December 31

                                                                   Accumulated
                                                                  Deficit during
                                                                    Development
                                        2000          1999            Stage
                                     -----------   -----------    --------------

Revenues                             $        --   $        --      $      --
                                     -----------   -----------      ---------

Expenses

  Amortization Expense                        --            --            320
  Depreciation Expense                        --            --         20,083
  General & Administrative                   185           185         37,981
                                     -----------   -----------      ---------

    Total Expenses                           185           185         58,384
                                     -----------   -----------      ---------

    Income from Operations                  (185)         (185)       (58,384)

Other Income (Expenses)

  Loss on Abandonment of Assets               --            --        (80,333)
                                     -----------   -----------      ---------

    Total Other Income (Expenses)             --            --        (80,333)
                                     -----------   -----------      ---------

    Net (Loss)                       $      (185)  $      (185)     $(138,717)
                                     ===========   ===========      =========

    Net Loss Per Share               $     (0.00)  $     (0.00)

    Weighted Average
    Shares Outstanding                12,000,000    12,000,000

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


                                        4
<PAGE>

                       American International Assets, Inc.
                          (A Development Stage Company)
                        Statement of Stockholders' Equity
                   From December 31, 1993 to December 31, 2000

                                             Common Stock        Accumulated
                                          Shares      Amount       Deficit
                                         -----------------------------------

Balance, December 31, 1993               12,000,000   $39,177       $(39,362)

Net Loss for the Year Ended
December 31, 1994                                                       (185)
                                         -----------------------------------

Balance, December 31, 1994               12,000,000    39,177        (39,547)
Net Loss for the Year Ended
December 31, 1995                                                       (185)
                                         -----------------------------------

Balance, December 31, 1995               12,000,000    39,177        (39,732)
Net Loss for the Year Ended
December 31, 1996                                                       (185)
                                         -----------------------------------

Balance, December 31, 1996               12,000,000    39,177        (39,917)

Net Loss for the Year Ended
December 31, 1997
Balance, December 31, 1997                                              (185)
                                         -----------------------------------
                                         12,000,000    39,177        (40,102)

Net Loss for the Year Ended
December 31, 1998                                                       (185)
                                         -----------------------------------

Balance, December 31, 1998               12,000,000    39,177        (40,287)

Net Loss for the Year Ended
December 31, 1999                                                       (185)
                                         -----------------------------------

Balance, December 31, 1999               12,000,000    39,177        (40,472)

Net Loss for the Year Ended
December 31, 2000                                                       (185)
                                         -----------------------------------

Balance, December 31, 2000               12,000,000   $39,177       $(40,657)
                                         ===================================

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


                                        5
<PAGE>

                       American International Assets, Inc.
                          (A Development Stage Company)
                             Statement of Cash Flows
                         For the Years Ended December 31

                                                                   Accumulated
                                                                  Deficit during
                                                                   Development
                                               2000       1999        Stage
                                              ------     ------   --------------

Cash Flows from Operating Activities

  Net (Loss)                                  $(185)     $(185)     $(138,717)
  Changes in Operating Assets
    & Liabilities;
    Amortization                                 --         --            320
    Depreciation                                 --         --         20,083
    Loss on Abandonment of Assets                --         --         80,333
    Decrease in Prepaid Expenses                 --         --          1,438
    Decrease in Accounts Receivable              --         --         13,400
    Increase in State Taxes Payable             135        135          1,080
    Increase (Decrease) in
      Accounts Payable                           50         50       (119,383)
                                              -----      -----      ---------

      Net Cash (Used) by
        Operating Activities                     --         --       (141,446)

Cash Flows from Financing
  Activities                                     --         --             --
                                              -----      -----      ---------

Cash Flows from Financing
  Activities                                     --         --             --
                                              -----      -----      ---------

      (Decrease) in Cash                         --         --       (141,446)

      Cash at Beginning of Period                --         --        141,446
                                              -----      -----      ---------

      Cash at End of Period                   $  --      $  --      $      --
                                              =====      =====      =========

Disclosure of Significant
  Operating Activities
  Interest                                    $  --      $  --      $      --
  Taxes                                          --         --             --

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


                                        6
<PAGE>

                       American International Assets, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2000

NOTE 1 - Organization

The Company was incorporated under the laws of the state of Utah on January 24,
1984. The Company has undergone several changes of business purpose, finally
settling on the acquisition and management of real estate in the United States
in January 1990.

In December 1992, the board of directors of the Company decided to cease
operations and settle all asset and liability transactions. These transactions
were completed during 1993. At December 31, 1992, the Company had an accumulated
earnings of $98,060, however, due to the winding down transactions that took
place the Company now has an accumulated deficit. Therefore, the accumulated
deficit number presented during the development stage assumes the accumulated
expenses of ($138,717) and the Company's past accumulated earnings of $98,060.

As a result of the transactions documented below, the Company has entered into a
development stage for accounting reporting purposes at January 1, 1993. In
subsequent reports the Company's financial position will be presented as such.

During the first quarter 1993, the agreement to purchase 26 acres of land in New
York was abandoned. All shares (3,000,000) that had been converted to common
shares from preferred shares, were returned and canceled. In addition, all
shares related to a preferred stock dividend of 180,000 shares were returned and
canceled. The transaction was reversed on the Company's books during the
quarter.

In addition to the cancellation of the common shares the Company agreed to
donate all fixed assets to a related party (American Education Foundation). The
Company did not receive any remuneration for the donation.

All payables were paid with cash on hand at December 31, 1992. All leases were
terminated by mutual consent, and the Company was released from any lease
obligation associated with the premises in question.

The Company remains domiciled in the State of Utah and has 490,000,000 shares of
common stock authorized at no par value, of which 12,000,000 shares are issued
and outstanding.

NOTE 2 - Significant Accounting Policies

A.    The Company uses the accrual method of accounting.

B.    Revenues and directly related expenses are recognized in the period in
      which they are incurred.

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


                                        7
<PAGE>

C.    The Company considers all short term, highly liquid investments that are
      readily convertible, within three months, to known amounts as cash
      equivalents. The Company currently has no cash equivalents.

D.    Basic Earnings Per Shares are computed by dividing income available to
      common stockholders by the weighted average number of common shares
      outstanding during the period. Diluted Earnings Per Share shall be
      computed by including contingently issuable shares with the weighted
      average shares outstanding during the period. When inclusion of the
      contingently issuable shares would have an antidilutive effect upon
      earnings per share no diluted earnings per share shall be presented.

E.    Estimates: The preparation of the financial statements in conformity with
      generally accepted accounting principles requires management to make
      estimates and assumptions that affect the amounts reported in the
      financial statements and accompanying notes. Actual results could differ
      from those estimates.

NOTE 3 - Going Concern

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern. However, the Company has sustained operating losses
in recent years. In addition, the Company currently has no assets or operations
from which it can provide working capital. The Company seeks to acquire or merge
with an operating entity that can provide capital and managerial leadership to
enable it to continue in existence.


                                    Continued
                                        8