<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   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 DECEMBER 31, 2002.

                                       OR

/ /   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934 FOR THE TRANSITION FROM _______ TO ________.

                             COMMISSION FILE NUMBER

                          AUTO - Q INTERNATIONAL, INC.
                 ----------------------------------------------
                 (Name of Small Business Issuer in its charter)

                Delaware                              98 - 034160
----------------------------------------    ------------------------------------
    (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)               Identification No.)

    53 - 57 Woodcock Trading Estate
  Warminster BA12 9DX, United Kingdom                   BA12 9DX
----------------------------------------    ------------------------------------
(Address of principal executive offices)               (Zip code)

Issuer's telephone number: (011) 44 - 198 - 521 - 1000

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

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

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

            At February 19, 2003, there were outstanding 40,702,171 shares of
            the Registrant's Common Stock, $.001 par value.

Transitional Small Business Disclosure Format: Yes / /   No /X/
<PAGE>
                                     PART I

                              FINANCIAL INFORMATION

ITEM I.           CONSOLIDATED FINANCIAL STATEMENTS


                                      - 2 -
<PAGE>
                   AUTO - Q INTERNATIONAL, INC. AND SUBSIDIARY



                                      Index

                                                                            Page
                                                                            ----

Consolidated Balance Sheet as of December 31, 2002 (Unaudited)               F-1

Consolidated Statements of Operations and Comprehensive
    Loss for the Three Months Ended December 31, 2002
    and 2001 (Unaudited)                                                     F-2

Consolidated Statements of Cash Flows for the Three Months
    Ended December 31, 2002 and 2001 (Unaudited)                             F-3

Notes to Consolidated Financial Statements                                   F-5


                                     - 3 -
<PAGE>
                    AUTO-Q INTERNATIONAL, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2002
                                   (UNAUDITED)

                                     ASSETS

<TABLE>
<S>                                                                     <C>
Current assets:
     Cash                                                               $     6,444
     Accounts receivable, net of allowance for doubtful accounts
       of approximately $3,000                                              162,778
     Inventory                                                              267,672
     Prepaid expenses and other current assets                               56,319
                                                                        -----------
               Total current assets                                         493,213
Property and equipment, net                                                 147,757
Other assets:
     Goodwill, net                                                           17,328
     Software development, net                                              105,133
     Intangible assets, net                                                 180,910
     Deposits                                                                 1,239
                                                                        -----------
               Total other assets                                           304,610
                                                                        -----------
                                                                        $   945,580
                                                                        ===========
                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
     Note payable - bank                                                $   170,420
     Current portion of capital lease obligations                            44,727
     Accounts payable                                                       535,320
     Deferred revenue                                                        37,131
     Due to stockholders and directors                                    1,169,602
     Accrued expenses and other current liabilities                         711,003
                                                                        -----------
               Total current liabilities                                  2,668,203
Capital lease obligations                                                    41,569
Commitments
Stockholders' deficiency:
     Preferred stock - $.001 par value:
          1,000,000 shares authorized, none issued and outstanding             --
     Common stock - $.001 par value:
          50,000,000 shares authorized; 39,518,212 shares issued
          and outstanding                                                    39,518
     Additional paid-in capital                                             767,911
     Accumulated deficit                                                 (2,442,383)
     Accumulated other comprehensive loss                                  (129,238)
                                                                        -----------
               Total stockholders' deficiency                            (1,764,192)
                                                                        -----------
                                                                        $   945,580
                                                                        ===========
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                       F-1
<PAGE>
                    AUTO-Q INTERNATIONAL, INC. AND SUBSIDIARY
          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                              December 31,
                                                     -------------------------------
                                                         2002                2001
                                                     ------------       ------------
<S>                                                  <C>                <C>
Revenue:
     Sales of equipment                              $    278,029       $    539,402
     Service income                                         8,353             19,836
                                                     ------------       ------------
                    Total revenue                         286,382            559,238

Cost of goods sold                                        193,918            236,751
                                                     ------------       ------------

Gross profit                                               92,464            322,487

Selling, general and administrative expenses              509,442            260,376
                                                     ------------       ------------

Operating income (loss)                                  (416,978)            62,111

Interest expense                                           31,048              4,427
                                                     ------------       ------------

Income (loss) before provision for income taxes          (448,026)            57,684

Provision for income taxes                                   --               11,798
                                                     ------------       ------------

Net income (loss)                                        (448,026)            45,886

Other comprehensive income (loss):

     Cumulative translation adjustment                    (47,383)               744
                                                     ------------       ------------

Comprehensive income (loss)                          $   (495,409)      $     46,630
                                                     ============       ============

Basic and diluted net income (loss) per common
     share attributable to common
     stockholders                                    $       (.01)      $     -
                                                     ============       ============

Weighted average number of shares
     outstanding                                       38,995,858         35,999,984
                                                     ============       ============
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                       F-2
<PAGE>
                    AUTO-Q INTERNATIONAL, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                              Three Months Ended
                                                                                                 December 31,
                                                                                    -------------------------------------
                                                                                        2002                     2001
                                                                                    ------------             ------------
<S>                                                                                 <C>                      <C>
Cash flows from operating activities:
     Net income (loss)                                                              $   (448,026)            $     45,886
     Adjustments to reconcile net income (loss) to net cash
       provided by (used in) operating activities:
          Depreciation and amortization                                                   31,200                    4,635
          Common stock issued for services                                               115,300                     --
          Deferred income tax expense                                                       --                      7,098
          Change in assets and liabilities:
               Accounts receivable                                                       (22,062)                 (83,778)
               Inventory                                                                  43,946                   74,090
               Prepaid expenses and other current assets                                  (7,720)                 (40,577)
               Deposits                                                                     --                     (9,114)
               Accounts payable                                                         (126,626)                  57,127
               Deferred revenue                                                          (14,509)                  (8,529)
               Accrued expenses and other current liabilities                             85,357                  201,882
                                                                                    ------------             ------------
                     Net cash provided by (used in) operating activities                (343,140)                 248,720
                                                                                    ------------             ------------

Cash flows from investing activities:

     Purchase of property and equipment                                                   (2,117)                    (149)
     Purchase of intangible assets                                                        (6,211)                    --
     Loans receivable                                                                       --                   (116,845)
     Deferred acquisition costs                                                             --                    (29,030)
                                                                                    ------------             ------------
                     Cash used in investing activities                                    (8,328)                (146,024)
                                                                                    ------------             ------------

Cash flows from financing activities:

     Repayment of note payable - bank, net                                              (108,548)                 (97,615)
     Payments of capital lease obligations                                                (5,550)                  (3,291)
     Advances from (repayment to) stockholders and
          directors, net                                                                 265,698                     (779)
     Proceeds from issuance of common stock                                              157,310                     --
     Capital contribution                                                                 50,000                     --
                                                                                    ------------             ------------
                     Net cash provided by (used in) financing activities                 358,910                 (101,685)
                                                                                    ------------             ------------

Effect of exchange rate changes on cash                                                     (998)                     301
                                                                                    ------------             ------------
Net increase in cash                                                                       6,444                    1,312

Cash, beginning of year                                                                     --                        121
                                                                                    ------------             ------------

Cash, end of period                                                                 $      6,444             $      1,433
                                                                                    ============             ============
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                       F-3
<PAGE>
                    AUTO-Q INTERNATIONAL, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONCLUDED)
                                   (UNAUDITED)



                Supplemental Disclosure of Cash Flow Information

<TABLE>
<CAPTION>
                                                   Three Months Ended
                                                      December 31,
                                      ------------------------------------------
                                          2002                          2001
                                      ------------                  ------------
<S>                                   <C>                           <C>
Cash paid during the period for:
Interest                              $     31,048                  $      4,427
</TABLE>

      Supplemental Schedule of Non-Cash Investing and Financing Activities

During the three months ended December 31, 2002, the Company issued 307,696
shares, valued at $92,309 in satisfaction of their obligation to the seller of
AICS.

                 See Notes to Consolidated Financial Statements.
                                       F-4
<PAGE>
                    AUTO-Q INTERNATIONAL, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        FOR THE THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001 (UNAUDITED)


NOTE 1 -    PRINCIPLES OF CONSOLIDATION AND OPERATIONS

            The accompanying consolidated financial statements include the
accounts of Auto-Q International, Inc. ("Auto-Q"), a U.S. holding company, and
its wholly-owned subsidiary, Auto-Q International Limited ("Auto-Q UK"),
previously named Warminster Systems Limited, a U.K. company (collectively, the
"Company"). Auto-Q UK has a wholly-owned subsidiary, Automotive Information
Control Systems (UK) Limited ("AICS"), a U.K. company, which is inactive. Auto-Q
UK is engaged in the development, supply and installation of mobile data
acquisition and vehicle tracking systems to corporate users throughout the
United Kingdom. The Company operates as a single segment. All significant
intercompany accounts and transactions have been eliminated in consolidation. In
March 2002, Auto-Q's registration statement was declared effective by the
Securities and Exchange Commission and on September 13, 2002, the Company's
stock was approved for quotation on the NASD OTC Bulletin Board.

            In the opinion of management, all adjustments consisting only of
normal recurring adjustments necessary for a fair presentation of (a) the
results of operations and comprehensive loss for the three months ended December
31, 2002 and 2001 (unaudited), (b) the financial position at December 31, 2002
(unaudited), and (c) cash flows for the three months ended December 31, 2002 and
2001 (unaudited), have been made.

            The unaudited consolidated financial statements and notes are
presented as permitted by Form 10-QSB. Accordingly, certain information and note
disclosures normally included in consolidated financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been omitted. The accompanying consolidated financial statements
and notes should be read in conjunction with the audited consolidated financial
statements and notes of the Company for the fiscal year ended September 30,
2002. The results of operations for the three month period ended December 31,
2002 (unaudited) are not necessarily indicative of those to be expected for the
entire year.

            Acquisition

            In September 2002, Auto-Q UK acquired all of the issued and
outstanding ordinary shares of AICS, a corporation organized under the laws of
England and Wales, for L43,633 (approximately $61,000) and 307,696 common shares
of Auto-Q. The shares, which were issued in November 2002, were valued at $.30
per share, totaling approximately $92,000. The entire purchase price was
allocated to a distribution agreement.

                                       F-5
<PAGE>
                           AUTO-Q INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       FOR THE THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001 (UNAUDITED)



NOTE 2  -   GOING CONCERN

            The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going concern. The Company
has sustained a net loss of $448,026 for the three months ended December 31,
2002 and has working capital and stockholders' deficiencies of $2,174,990 and
$1,764,192, respectively, at December 31, 2002 which raises substantial doubt
about its ability to continue as a going concern. The Company's ability to
continue as a going concern is dependent upon positive cash flows from
operations and ongoing financial support. Without such support, the Company may
not be able to meet its working capital requirements and, accordingly, the
Company and its subsidiaries may need to reorganize and seek protection from its
creditors. The Company is also seeking financing through the issuance of equity
securities. The consolidated financial statements do not include any adjustments
related to the recoverability and classification of recorded asset amounts or
the amounts or classification of liabilities that might be necessary should the
Company be unable to continue in existence.

NOTE 3  -   NEW ACCOUNTING PRONOUNCEMENTS

            In June 2001, the FASB issued Statement of Financial Accounting
Standards No. 141, "Business Combinations" ("SFAS 141"), and Statement of
Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets"
("SFAS 142"). SFAS 141 requires that the purchase method of accounting be used
for all business combinations initiated after June 30, 2001. SFAS 142 requires
that goodwill and intangible assets with indefinite useful lives no longer be
amortized, but instead be tested for impairment at least annually and in
accordance with the provisions of SFAS 142. SFAS 142 also requires that
intangible assets with definite useful lives be amortized over their respective
estimated useful lives to their estimated residual value and reviewed for
impairment in accordance with Statement of Financial Accounting Standards No.
144, "Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed Of" ("SFAS 144"). Goodwill and intangible assets acquired in
business combinations completed before July 1, 2001 were amortized through the
end of fiscal 2001. Beginning October 1, 2001, in accordance with SFAS 142, the
Company is no longer recording amortization expense related to goodwill. The
Company adopted the provisions of SFAS 141 immediately and adopted SFAS 142
effective October 1, 2001.

            In connection with the adoption of SFAS 142, the Company performed a
transitional goodwill impairment test as required to determine if a goodwill
impairment existed at October 1, 2001. The Company completed its review and
determined that no adjustment was necessary as a result of adopting these new
standards. Additionally, management has evaluated the Company's intangible
assets and determined that the Company has no indefinite useful life
intangibles. Management has also evaluated the remaining useful lives of the
Company's intangible assets that will continue to be amortized and has
determined that no revision to the useful lives will be required.


                                       F-6
<PAGE>
                           AUTO-Q INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       FOR THE THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001 (UNAUDITED)



NOTE 3  -   NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)

            Although goodwill is no longer being systematically amortized,
periodic reviews will need to be conducted to assess whether or not the carrying
amount of goodwill may be impaired. Such reviews could result in future
write-downs of goodwill which would be reflected as a charge against operating
income.

            In July 2001, the FASB issued Statement of Financial Accounting
Standards No. 143, "Accounting for Asset Retirement Obligations" ("SFAS 143").
SFAS 143 addresses accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated asset retirement
costs. This statement is effective for fiscal years beginning after June 15,
2002. The Company does not expect the provisions of SFAS 143 to have a material
impact, if any, on the Company's consolidated financial statements.

            In July 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."
SFAS 144 addresses financial accounting and reporting for the impairment or
disposal of long-lived assets. SFAS 144 requires that long-lived assets be
reviewed for impairment whenever events or changes in circumstances indicate
that their carrying amount may not be recoverable and is measured by a
comparison of the carrying amount of an asset to undiscounted future net cash
flows expected to be generated by the asset. If the carrying amount of an asset
exceeds its estimated future undiscounted cash flows, an impairment charge is
recognized for the amount by which the carrying amount of the asset exceeds the
fair value of the asset. SFAS 144 requires companies to separately report
discontinued operations and extends that reporting to a component of an entity
that either has been disposed of (by sales, abandonment or in a distribution to
owners) or is classified as held for sale. Assets to be disposed are reported at
the lower of the carrying amount or fair value less costs to sell. The Company
adopted SFAS 144 on January 1, 2002. The provisions of this statement for assets
held for sale or other disposal generally are required to be applied
prospectively after the adoption date to newly initiated disposal activities
and, therefore, will depend on future actions initiated by management. As a
result, we cannot determine the potential effects that adoption of SFAS 144 will
have on our consolidated financial statements with respect to future disposal
decisions, if any.

            In April 2002, the FASB issued Statement of Financial Accounting
Standards No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment
of FASB Statement No. 13, and Technical Corrections" ("SFAS 145"), which
supersedes FASB issued Statement No. 4, "Reporting Gains and Losses from
Extinguishment of Debt," FASB issued Statement No. 44, "Accounting for
Intangible Assets of Motor Carriers," and FASB issued Statement No. 64,
"Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements." This
statement also amends FASB issued Statement No. 13, "Accounting for Leases," to
eliminate


                                       F-7
<PAGE>
                           AUTO-Q INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       FOR THE THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001 (UNAUDITED)



NOTE 3 - NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)

an inconsistency between the required accounting for sale-leaseback transactions
and the required accounting for certain lease modifications that have economic
effects that are similar to sale-leaseback transactions. This statement also
amends other existing pronouncements to make various technical corrections,
clarify meanings or describe the applicability under changed conditions. SFAS
145 requires gains and losses from the extinguishment of debt to be classified
as extraordinary items only if they meet the criteria in Accounting Principles
Board Opinion No. 30, "Reporting the Results of Operations - Reporting the
Effects of Disposal of a Segment of a Business and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions." This statement also requires
lease modifications that have economic effects similar to sale-leaseback
transactions to be accounted for in the same manner as sale-leaseback
transactions. The provisions of SFAS 145 relating to sale-leaseback transactions
are effective as of May 15, 2002. The Company does not expect the provisions of
SFAS 145 to have a material impact, if any, on the Company's consolidated
financial statements.

            In June 2002, the FASB issued Statement of Financial Accounting
Standards No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities" ("SFAS 146"). This statement addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies
Emerging Issues Task Force Issue No. 94-3 ("EITF 94-3"), "Liability Recognition
for Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." SFAS 146 requires that a
liability for a cost associated with an exit or disposal activity be recognized
when the liability is incurred. EITF 94-3 allowed for an exit cost liability to
be recognized at the date of an entity's commitment to an exit plan. SFAS 146
also requires that liabilities recorded in connection with exit plans be
initially measured at fair value. The provisions of SFAS 146 are effective for
exit or disposal activities that are initiated after December 31, 2002, with
early adoption encouraged. The Company is evaluating the effect of the adoption
of SFAS 146 and does not expect the adoption of SFAS 146 to have a material
impact, if any, on the Company's consolidated financial statements.

NOTE 4  -   NET INCOME (LOSS) PER COMMON SHARE

            Basic net income (loss) per share is computed by dividing net income
(loss) attributable to common stockholders by the weighted average number of
common shares outstanding during the period. Diluted net loss per share is
computed by dividing the net income (loss) attributable to common stockholders
by the weighted average number of common and common equivalent shares
outstanding during the period. The Company has no common equivalent shares
outstanding.


                                       F-8
<PAGE>
                           AUTO-Q INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       FOR THE THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001 (UNAUDITED)



NOTE 4  -   NET INCOME (LOSS) PER COMMON SHARE (CONCLUDED)

            On October 9, 2002, Auto-Q's board of directors approved a stock
dividend of the Company's common stock of three shares for every one share of
its common stock outstanding and held of record on October 8, 2002. Accordingly,
the accompanying consolidated financial statements give effect to the dividend
for all periods presented.


                                       F-9
<PAGE>
ITEM II.          MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

            The information contained in this Item 2, Management's Discussion
and Analysis or Plan of Operation, contains "forward looking statements" within
the meaning of Section 27A of the Securities Act 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Actual results may
materially differ from those projected in the forward-looking statements as a
result of certain risks and uncertainties set forth in this report. Although
management believes that the assumptions made and expectations reflected in the
forward looking statements are reasonable, there is no assurance that the
underlying assumptions will, in fact, prove to be correct or that actual future
results will not be different from the expectations expressed in this report.

Critical Accounting Policies and Estimates

            The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires the appropriate application of certain accounting policies, many of
which require estimates and assumptions about future events and their impact on
amounts reported in the financial statements and related notes. Since future
events and their impact cannot be determined with certainty, the actual results
will inevitably differ from our estimates.

            Management believes application of accounting policies, and the
estimates inherently required by the policies, are reasonable. These accounting
policies and estimates are constantly re-evaluated, and adjustments are made
when facts and circumstances dictate a change. Historically, management has
found the application of accounting policies to be appropriate, and actual
results generally do not differ materially from those determined using necessary
estimates.

            Our accounting policies are more fully described in Note 2 to the
consolidated financial statements, located in the Annual Report on Form 10-KSB
filed with the Securities and Exchange Commission. Management has identified
certain critical accounting policies that are described below.

            Inventory - Inventory is carried at the lower of cost or market on a
first-in, first-out basis. Management writes down inventory for estimated
obsolescence or unmarketable inventory equal to the difference between the cost
of inventory and the estimated market value based upon assumptions about future
demand and market conditions. If actual market conditions are less favorable
than those projected by management, additional inventory write-downs may be
required.

            Allowance for doubtful accounts - The Company maintains allowances
for doubtful accounts for estimated losses resulting from the inability of its
customers to make required payments. If the financial condition of our customers
were to deteriorate, resulting in an impairment of their ability to make
payments, additional allowances may be required.


                                      - 4 -
<PAGE>
            Long-lived assets - In the evaluation of the fair value and future
benefits of long-lived assets, management performs an analysis of the
anticipated undiscounted future net cash flows of the related long-lived assets.
If the carrying value of the related asset exceeds the undiscounted cash flows,
the carrying value is reduced to its fair value. Various factors including
future sales growth and profit margins are included in this analysis. To the
extent these future projections or our strategies change, the conclusion
regarding impairment may differ from the current estimates.

            Deferred tax valuation allowance - In assessing the need for a
deferred tax valuation allowance, we consider future taxable income and ongoing
prudent and feasible tax planning strategies.

RESULTS OF OPERATIONS - THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001

            Revenues are generated from the sale, installation, and maintenance
and monitoring of our vehicle tracking and data acquisition systems. Total
revenues for the three months ended December 31, 2002 and December 31, 2001 were
$286,382 and $559,238 respectively, representing a decrease of $272,856 or
48.8%. The decrease in revenue resulted primarily from the delay in several
large orders. This was caused by slower than previously anticipated development
of new products caused by a combination of technology and cash flow issues.
Consequently the company expects that the orders will be completed and shipped
in the three months ending March 31, 2003. Revenue from sales of equipment was
$278,029 and $539,402 for the three months ended December 31, 2002 and 2001,
respectively. Service and maintenance revenue for the three months ended
December 31, 2002 and 2001 was $8,353 and $19,836 respectively.

COST OF GOODS SOLD

            Cost of goods sold consists primarily of the cost of components for
our vehicle tracking and fuel management systems, together with the direct costs
of wages for system production, servicing and installation. Cost of goods sold
for the three months ended December 31, 2002 was $193,198 or 67.7% of revenue as
compared to $236,751 or 42.3% of revenue, for the three months ended December
31, 2001. Cost of goods sold include a number of costs, such as wages, which are
constant each month and do not vary in line with sales. Therefore as a result of
the low revenue in the three months ended December 31, 2002 cost of goods sold
increased as a percentage of revenue.

SELLING, GENERAL & ADMINISTRATIVE EXPENSES

            Selling, general and administrative expenses for the three months
ended December 31, 2002 and December 31, 2001 were $509,442 or 177.9% of revenue
and $260,376 or 46.6% of revenue, respectively. The increase in selling, general
and administrative expenses of $249,066 was primarily attributable to
approximately $115,000 of common stock issued for services, approximately
$34,000 of market research costs for a new consumer product, approximately
$29,000 in recruiting fees for the hiring of two additional employees and an
increase in depreciation and amortization of approximately $26,000 due to
intangible assets and new property and equipment acquired towards the end of
fiscal 2002.

                                     - 5 -
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

            Net cash used in operations for the three months ended December 31,
2002 was $343,140 as compared to net cash provided by operations for the three
months ended December 31, 2001 of $248,720. Net cash used in operations for the
three months ended December 31, 2002 reflects a net loss of $448,026 and a
decrease in accounts payable of $126,626 offset by common stock issued for
services of $115,300, a decrease in inventory of $43,946 and an increase in
accrued expenses and other current liabilities of $85,357. Net cash provided by
operations for the three months ended December 31, 2001 reflects net income of
$45,886, a decrease in inventory of $74,090 and increases in accounts payable
and accrued expenses and other current liabilities of $57,127 and $201,882,
respectively, offset by an increase in accounts receivable of $83,778.

            Net cash used in investing activities for the three months ended
December 31, 2002 was $8,328, primarily consisting of the purchase of intangible
assets of $6,211. Net cash used in investing activities for the three months
ended December 31, 2001 was $146,024, which primarily consisted of an increase
in loan receivable of $116,845.

            Net cash provided by financing activities for the three months ended
December 31, 2002 was $358,910, which consists of advances from stockholders and
directors of $265,698, proceeds from the issuance of common stock of $157,310
and a capital contribution of $50,000 offset by repayments of note payable -
bank of $108,548. Net cash used in financing activities for the three months
ended December 31, 2001 was $101,685 which primarily consisted of a repayments
of note payable - bank of $97,615.

            At December 31, 2002, we have $6,444 of cash and working capital and
stockholders' deficiencies of $2,174,990 and $1,764,192, respectively, and for
the three months ended December 31, 2002 we have sustained a net loss of
$448,026. These circumstances raise substantial doubt about our ability to
continue as a going concern. Our ability to continue as a going concern is
dependent upon positive cash flows from operations and ongoing financial
support. Adequate funds may not be available when needed or may not be available
on terms favorable to us. If we are unable to secure sufficient funding, we may
be unable to develop or enhance our products and services, take advantage of
business opportunities, respond to competitive pressures or grow our business as
we hope. This could have a negative effect on our business, financial condition
and results of operations. Without such support, we may not be able to meet our
working capital requirements and accordingly the Company and its subsidiaries
may need to reorganize and seek protection from its creditors.


                                      - 6 -
<PAGE>
ITEM III.   CONTROLS AND PROCEDURES

            Within the 90 days prior to the date of filing this Quarterly Report
on Form 10-QSB, the Company carried out an evaluation, under the supervision and
with the participation of the Company's management, including the Chief
Executive Officer and the Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures
pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Chief
Executive Officer and the Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective in timely alerting them to
material information relating to the Company required to be included in the
Company's periodic SEC filings.


                                      - 7 -
<PAGE>
                                     PART II

                                OTHER INFORMATION

            ITEM II. CHANGES IN SECURITIES

            1. In October 2002, we issued 256,296 restricted shares of our
common stock to purchasers in a private offering to persons resulting in gross
proceeds of $123,453. No commissions were paid. All of the purchasers in the
private offering were non "U.S. persons" as such term is defined in Rule
902(k)(1) of Regulation S. The issuance of these shares was exempt from the
registration requirements of the securities act under Regulation S as a
transaction involving an offer and sale made outside of the United States.

            2. In October 2002, we issued 60,000 restricted shares of our common
stock to IC Capital Holding LLC for consulting services. IC Capital Holding is a
non "U.S. persons" as such term is defined in Rule 902(k)(1) of Regulation S.
The issuance of these shares was exempt from the registration requirements of
the securities act under Regulation S as a transaction involving an offer and
sale made outside of the United States.

            3. In November 2002, we issued 250,000 restricted shares of our
common stock to World Financial Research, Inc. for consulting services. World
Financial Research, Inc. is a non "U.S. persons" as such term is defined in Rule
902(k)(1) of Regulation S. The issuance of these shares was exempt from the
registration requirements of the securities act under Regulation S as a
transaction involving an offer and sale made outside of the United States.

            4. In June 2001, we entered into a preliminary agreement to acquire
all of the issued and outstanding ordinary shares of Automotive Information
Control Systems (UK) Limited ("AICS"), a corporation organized under the laws of
England and Wales, for L43,633 (approximately $61,000) and 76,924 (pre-dividend)
common shares of our common stock. In November 2002, we issued 307,696 shares of
our common stock in consummation of the acquisition. The issuance of these
shares was exempt from the registration requirements of the securities act under
Regulation S as a transaction involving an offer and sale made outside of the
United States.

            5. In December 2002, we issued 284,172 restricted shares of our
common stock to purchasers in a private offering to persons resulting in gross
proceeds of $33,858. No commissions were paid. All of the purchasers in the
private offering were non "U.S. persons" as such term is defined in Rule
902(k)(1) of Regulation S. The issuance of these shares was exempt from the
registration requirements of the securities act under Regulation S as a
transaction involving an offer and sale made outside of the United States.

                                      - 8 -
<PAGE>
ITEM 6 -EXHIBITS AND REPORTS ON FORM 8-K

            (a)         Exhibits

            99.1        Certifications of Tom Lam, pursuant to 18 U.S.C. 1350.

            99.2        Certifications of David Hope, pursuant to 18 U.S.C.
                        1830.

            There were no reports on Form 8-K filed during the quarter for which
            this report is filed.


                                      - 9 -
<PAGE>
                                    SIGNATURE

            Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated:        February 19, 2003              AUTO--Q INTERNATIONAL, INC.
            ---------------------




                                             By:        /s/ Tom Lam
                                                 -------------------------------
                                                            Tom Lam
<PAGE>
                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, TOM LAM, President and Chief Executive Officer (principal executive officer)
of Auto--Q International, Inc. (the "Registrant"), certifies that:

1. I have reviewed this quarterly report on Form 10-QSB of Auto--Q
International, Inc.

2. Based on my knowledge, this quarterly 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 quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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 we 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 quarterly 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 quarterly report (the "Evaluation Date"); and

            c) presented in this quarterly 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 function):

            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


                                     1 of 2
<PAGE>
6. The registrant's other certifying officers and I have indicated in this
quarterly 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.

     /s/  Tom Lam
-----------------------
          Tom Lam

Date: February 19, 2003


                                     2 of 2
<PAGE>
                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, DAVID HOPE, Chief Financial Officer (principal financial officer) of Auto--Q
International, Inc. (the "Registrant"), certifies that:

1. I have reviewed this quarterly report on Form 10-QSB of Auto--Q
International, Inc.

2. Based on my knowledge, this quarterly 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 quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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 we 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 quarterly 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 quarterly report (the "Evaluation Date"); and

            c) presented in this quarterly 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 function):

            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


                                     1 of 2
<PAGE>
6. The registrant's other certifying officers and I have indicated in this
quarterly 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.

   /s/  David Hope
-----------------------
        David Hope

Date: February 19, 2003


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