<PAGE>
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON D.C. 20549

                                   FORM 10-QSB

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

For the three months ended March 31, 2002

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

For the transition period from __________, 19____, to __________, 19____.

                         Commission File Number 0-26857

                           Auto-Q International, Inc.
               (Exact Name of Registrant as Specified in Charter)


         Delaware
  (State or Other Jurisdiction of                       98-0226479
    Incorporation or Organization)       (I.R.S. Employer Identification Number)

                          55-57 Woodcock Trading Estute
                       Warminster, United Kingdom BA12 9DX
                    (Address of Principal Executive Offices)

                               011-44-198-521-1000
              (Registrant's Telephone Number, Including Area Code)


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

                       [ ] YES        [X]  NO

There were 8,996,996 shares of the Registrant's $.0001 par value common stock
outstanding as of March 31, 2002.

          Transitional Small Business Format (check one) [ ] YES  [X] NO
<PAGE>
                                   FORM 10-QSB

                   AUTO-Q INTERNATIONAL, INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                         Page
<S>                                                                      <C>
PART I.               FINANCIAL INFORMATION

     Item 1.      Consolidated Financial Statements.....................  F-1

     Item 2.      Management's Discussion and Analysis of

                  Financial Condition and Results of Operations.........   4


PART II.              OTHER INFORMATION

     Item 5       Other Information.....................................    8

     Item 6       Exhibits and Reports on Form 8-K......................    8

     Signatures   ......................................................    9
</TABLE>


                                     - 2 -
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

                    AUTO-Q INTERNATIONAL, INC. AND SUBSIDIARY

                                      Index

<TABLE>
<CAPTION>
                                                             Page
<S>                                                          <C>
Consolidated Balance Sheet as of March 31, 2002 (Unaudited)   F-1

Consolidated Statements of Operations and Comprehensive
       Income (Loss) for the Three and Six Months Ended

       March 31, 2002 and 2001 (Unaudited)                    F-2

Consolidated Statements of Cash Flows for the Six Months

       Ended March 31, 2002 and 2001 (Unaudited)              F-3

Notes to Consolidated Financial Statements                    F-4
</TABLE>


                                     - 3 -
<PAGE>
                    AUTO-Q INTERNATIONAL, INC. AND SUBSIDIARY

                           Consolidated Balance Sheet
                                 March 31, 2002
                                   (Unaudited)

                                     ASSETS

<TABLE>
<CAPTION>
<S>                                                               <C>
Current assets:
    Cash                                                          $     1,607
    Accounts receivable, net of allowance for doubtful accounts
        of approximately $1,000                                        57,352
    Inventory                                                         234,376
    Loans receivable                                                  359,572
    Deferred tax asset                                                 38,457
    Prepaid expenses and other current assets                         198,534
                                                                  -----------
                Total current assets                                  889,898
Property and equipment, net                                            82,621
Other assets:
    Goodwill, net                                                      15,403
    Deferred acquisition costs                                        146,588
    Deposits                                                           10,672
                                                                  -----------
                Total other assets                                    172,663
                                                                  -----------
                                                                  $ 1,145,182
                                                                  ===========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
    Note payable - bank                                           $   288,246
    Accounts payable                                                  452,696
    Current portion of capital lease obligations                       12,974
    Deferred revenue                                                   19,033
    Due to stockholder                                                261,140
    Accrued expenses and other current liabilities                    305,413
                                                                  -----------
                Total current liabilities                           1,339,502
Capital lease obligations                                              33,286
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; 8,999,996 shares issued
        and outstanding                                                 9,000
    Additional paid-in capital                                        343,744
    Accumulated deficit                                              (587,875)
    Accumulated other comprehensive income                              7,525
                                                                  -----------
                Total stockholders' deficiency                       (227,606)
                                                                  -----------
                                                                  $ 1,145,182
                                                                  ===========
</TABLE>


                                      F-1
<PAGE>
                    AUTO-Q INTERNATIONAL, INC. AND SUBSIDIARY
      Consolidated Statements of Operations and Comprehensive Income (Loss)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                            Three Months Ended             Six Months Ended
                                                                March 31,                     March 31,
                                                               -----------                  -----------
                                                          2002             2001          2002          2001
                                                      -----------      -----------   -----------   -----------
<S>                                                   <C>              <C>           <C>           <C>
Revenue:
    Sales of equipment                                $   160,768      $   219,387   $   700,170   $   289,664
    Service income                                         18,513           31,621        38,349        56,454
                                                      -----------      -----------   -----------   -----------
               Total revenue                              179,281          251,008       738,519       346,118
Cost of goods sold:
    Sales of equipment                                    162,532          103,277       397,205       135,273
    Service income                                          5,280           12,789         7,358        13,124
                                                      -----------      -----------   -----------   -----------
               Total cost of goods sold                   167,812          116,066       404,563       148,397
                                                      -----------      -----------   -----------   -----------
Gross profit                                               11,469          134,942       333,956       197,721
Operating expenses                                        233,467           85,619       493,843       118,455
                                                      -----------      -----------   -----------   -----------
Operating income (loss)                                  (221,998)          49,323      (159,887)       79,266
Interest expense                                            4,672               --         9,099            19
                                                      -----------      -----------   -----------   -----------
Income (loss) before provision for (benefit from)
    income taxes                                         (226,670)          49,323      (168,986)       79,247
Provision for (benefit from) income taxes                 (43,276)          10,910       (31,478)       17,156
                                                      -----------      -----------   -----------   -----------
Net income (loss)                                        (183,394)          38,413      (137,508)       62,091
Other comprehensive income:
    Cumulative translation adjustment                         431           (1,837)          433        (1,337)
                                                      -----------       -----------   -----------   -----------
Comprehensive income (loss)                           $  (182,963)     $    36,576   $  (137,075)  $    60,754
                                                      ===========       ===========   ===========   ===========
Basic and diluted net income (loss) per
    common share attributable to common
    stockholders                                      $      (.02)            $.01   $      (.02)  $       .02
                                                      ===========       ===========   ===========   ===========
Weighted average number of shares
       outstanding                                      8,999,996        3,687,600     8,999,996     3,687,600
                                                      ===========       ===========   ===========   ===========
</TABLE>


                                      F-2
<PAGE>
                    AUTO-Q INTERNATIONAL, INC. AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                 Six Months Ended March 31,
                                                                 --------------------------
                                                                      2002        2001
                                                                    ---------   --------
<S>                                                              <C>            <C>
Cash flows from operating activities:
    Net income (loss)                                               $(137,508)  $ 62,091
    Adjustments to reconcile net income (loss) to net
      cash provided by (used in) operating activities:
        Depreciation and amortization                                   9,265     11,099
        Deferred income tax expense                                   (31,478)        --
        Change in assets and liabilities:
           Accounts receivable                                         51,880     66,937
           Inventory                                                  120,936    (22,669)
           Prepaid expenses and other current assets                 (156,587)   (19,145)
           Deposits                                                    (6,911)        --
           Accounts payable                                            37,549    (54,517)
           Deferred revenue                                           (19,863)   (11,334)
           Income taxes payable                                            --     16,754
           Accrued expenses and other current liabilities             117,353      5,631
                                                                    ---------   --------
                Net cash provided by (used in) operating
                   activities                                         (15,364)    54,847
                                                                    ---------   --------

Cash flows from investing activities:

    Purchase of property and equipment                                   (147)        --
    Loans receivable                                                 (158,334)        --
    Deferred acquisition costs                                        (48,016)        --
                                                                    ---------   --------
                Cash used in investing activities                    (206,497)        --
                                                                    ---------   --------

Cash flows from financing activities:

    Proceeds from note payable - bank, net                            131,650         --
    Payments of capital lease obligations                              (5,875)        --
    Advances from (repayment to) stockholder, net                      97,414    (32,360)
                                                                    ---------   --------
                Net cash provided by (used in) financing
                   activities                                         223,189    (32,360)
                                                                    ---------   --------

Effect of exchange rate changes on cash                                   158     (1,718)
                                                                    ---------   --------

Net increase in cash                                                    1,486     20,769

Cash, beginning of year                                                   121         92
                                                                    ---------   --------

Cash, end of period                                                 $   1,607   $ 20,861
                                                                    =========   ========

                Supplemental Disclosures of Cash Flow Information

Cash paid during the period for:

    Interest                                                        $   9,099   $     19
    Income taxes                                                    $      --   $     --
</TABLE>


                                      F-3
<PAGE>
                    AUTO-Q INTERNATIONAL, INC. AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
          For the Six Months Ended March 31, 2002 and 2001 (Unaudited)


1.       CONSOLIDATED FINANCIAL STATEMENTS

         The accompanying consolidated financial statements include the accounts
of Auto-Q International, Inc. ("Auto-Q"), a United States holding company, and
its wholly-owned subsidiary, Warminster Systems Limited ("Warminster"), a United
Kingdom company (collectively, the "Company"). Warminster 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.

         In the opinion of management, all adjustments consisting only of normal
recurring adjustments necessary for a fair statement of (a) the results of
operations for the six months ended March 31, 2002 and 2001 (unaudited), (b) the
financial position at March 31, 2002 (unaudited), and (c) cash flows for the six
month periods ended March 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,
2001. The results of operations for the six month period ended March 31, 2002
(unaudited) are not necessarily indicative of those to be expected for the
entire year.

         Acquisition

         Auto-Q was incorporated in the State of Delaware on April 26, 2001 and
merged effectively on April 27, 2001 with Warminster, a private company
incorporated in Bristol, England.

         Pursuant to this merger, Auto-Q issued 6,300,000 shares of its common
stock for all of the common stock of Warminster. As a result of this
acquisition, the stockholders of Warminster effectively acquired Auto-Q and
control thereof. In conjunction with the exchange of shares, the then
stockholders of Auto-Q gave 2,612,400 shares to new employees. Accordingly, this
acquisition has been accounted for as a reverse acquisition for financial
statement purposes and the accompanying consolidated financial statements give
effect to the merger for all periods presented.


                                      F-4
<PAGE>
                    AUTO-Q INTERNATIONAL, INC. AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
          For the Six Months Ended March 31, 2002 and 2001 (Unaudited)


2.       NEW ACCOUNTING PRONOUNCEMENTS

         In June 2001, the Financial Accounting Standards Board ("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 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 the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of" (SFAS 144").

         The Company adopted the provisions of SFAS 141 immediately and adopted
SFAS 142 effective October 1, 2001. Goodwill and intangible assets acquired in
business combinations completed before July 1, 2001 were amortized through the
end of fiscal 2001.

         As of March 31, 2002, the Company has unamortized goodwill in the
amount of approximately $15,000. Amortization expense related to goodwill for
the six months ended March 31, 2001 was approximately $6,000. Beginning October
1, 2001, in accordance with SFAS 142, the Company is no longer recording
amortization expense related to goodwill. Although goodwill will no longer be
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 August 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 its 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 disclosed are reported
at the lower of the carrying amount or fair value less costs to sell. The
Company has 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,


                                      F-5
<PAGE>
                    AUTO-Q INTERNATIONAL, INC. AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
          For the Six Months Ended March 31, 2002 and 2001 (Unaudited)



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.

3.       EARNINGS/(LOSS) PER SHARE

         The Company calculates basic and diluted earnings/(loss) per share as
required by Statement of Financial Accounting Standards No. 128, "Earnings Per
Share." Basic earnings/(loss) per share excludes any dilutive effect of stock
options, warrants and convertible securities.

4.       DEFERRED OFFERING COSTS

         Professional fees associated with the registration of the Company's
common stock of approximately $195,000 have been charged to stockholders' equity
during the second quarter due to the effectiveness of the registration
statement.

5.       ACQUISITIONS

         Automotive Information Control Systems (UK) Limited

         In June 2001, the Company 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 approximately L50,000 (approximately $71,000
at March 31, 2002) or 76,924 common shares of Auto-Q. The consummation of the
transaction is expected to take place after the effectiveness of the
registration statement and approval by the NASD. The net tangible assets of AICS
at the consummation of the transaction are expected to be not less than
approximately $22,000. The acquisition will be accounted for using the purchase
method of accounting. At March 31, 2002, the Company has advanced AICS
approximately $71,000 toward the purchase price which is included in deferred
acquisition costs on the accompanying consolidated balance sheet.

         Gridloc Limited

         In August 2001, the Company entered into a preliminary agreement to
acquire 20% of the capital shares of Gridloc Limited ("Gridloc"), a corporation
organized under the laws of the Republic of Cyprus for L100,000 (approximately
$143,000 at March 31, 2002) and 1,538,461 common shares of Auto-Q. The Company
has guaranteed to Gridloc that the average ask price for the fourteen days prior
to the share exchange will be at least $1 and if not, they will make up the
shortfall in cash. Gridloc is a start-up company which was incorporated on March
2, 2001. The consummation of the transaction is expected to take place after the
effectiveness of the registration statement and approval by the NASD. The
Company's investment in Gridloc will be


                                      F-6
<PAGE>
                    AUTO-Q INTERNATIONAL, INC. AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
          For the Six Months Ended March 31, 2002 and 2001 (Unaudited)


accounted for using the equity method of accounting. At March 31, 2002, the
Company has loaned Gridloc approximately $214,000 which is included in loans
receivable on the accompanying consolidated balance sheet. The loan bears
interest at the base rate (4.75% at March 31, 2002) and is due on or before
September 30, 2002.

         In addition, at March 31, 2002, the Company has advanced Gridloc
approximately $43,000 toward the purchase price which is included in deferred
acquisition costs on the accompanying consolidated balance sheet.


                                      F-7
<PAGE>
                   AUTO-Q INTERNATIONAL, INC. AND SUBSIDIARIES

ITEM 2.           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.

RESULTS OF OPERATIONS - SIX MONTHS ENDED MARCH 31, 2002 AND 2001

REVENUE

         Revenues are generated from the sale, installation, maintenance and
monitoring of our vehicle tracking and data acquisition systems. Total revenues
for the six months ended March 31, 2002 and March 31, 2001 were $738,519 and
$346,118 respectively, representing an increase of $392,401 or 113.4% for the
six months ended March 31, 2002 over the six months ended March 31, 2001. The
increase in revenue resulted primarily from an increase in the number of systems
sold to existing customers and the expansion of our customer base. In the six
months period ended March 31, 2002, as compared to the six months period ended
March 31, 2001, we sold an additional 132 fuel monitoring and satellite tracking
units to existing customers including Walkers Snack Foods, Mercedes Benz and
MFI. This resulted in an increase in sales of equipment revenue of $410,506 or
141.7% to $700,170 from $289,664 for the six months ended March 31, 2002 and
2001, respectively. Service and maintenance revenues for the six months ended
March 31, 2002 and 2001 were $38,349 and $56,454, 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 six months ended March 31, 2002 was $404,563 or 54.8% of revenue as compared
to $148,397 or 42.9% of revenue, for the six months ended March 31, 2001. The
increase in cost of sales is due to the higher volume of sales of vehicle
trackings units with AIC flowmeters which have lower sales margins. The
additional increase in cost of goods sold in the second quarter arises from the
purchase of a tracking equipment customer database. Most of the units installed
in the customers vehicles required replacement of the existing tracking units
with Auto-Q units in order to maintain the customer base. This is a one time
situation and will not be repeated in the following quarters.

                                      -4-
<PAGE>
OPERATING EXPENSES

         Operating expenses for the six months ended March 31, 2002 and March
31, 2001 were $493,843 or 63.0% of revenue and $118,455 or 34.2% of revenue,
respectively. The increase in operating expenses was primarily attributable to
an increase in wages and salaries. During the six months ended March 31, 2002 we
employed a total additional 18 employees in the area of sales, marketing,
engineering and administrative staff.

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

REVENUE

         Revenues are generated from the sale, installation, maintenance and
monitoring of our vehicle tracking and data acquisition systems. Total revenues
for the quarter ended March 31, 2002 and March 31, 2001 were $179,281 and
$251,008 respectively, representing a decrease of $71,727 or 28.6% for the
quarter ended March 31, 2002 over the quarter ended March 31, 2001. The decrease
in revenue resulted primarily from orders taken from existing customers,
including Walkers Snack Foods Limited and MFI Limited. totaling $89,280 during
the later part of the quarter ended March 31, 2002 which were being installed in
the following quarter ended June 30, 2002. In the quarter ended March 31, 2002,
we sold 40 fuel monitoring and satellite tracking units to existing customers,
as compared to the quarter ended March 31, 2001, in which we sold 112 fuel
monitoring and satellite tracking units to existing customers. This resulted in
a decrease in sales of equipment revenue of $58,619 or 26.7% to $160,768 from
$219,387 for the quarter ended March 31, 2002 and 2001, respectively. Service
and maintenance revenues for the quarter ended March 31, 2002 and 2001 were
$18,513 and $31,621, 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 March 31, 2002 was $167,812 or 93.6% of revenue as
compared to $116,066 or 46.2% of revenue, for the three months ended March 31,
2001. The increase in cost of sales is due to the higher volume of sales of
vehicle trackings units with lower margins as compared to Data Acquisition Units
with AIC flowmeters which have lower sales volume but higher profit margins. The
additional increase in cost of goods sold in the second quarter arises from the
purchase of a tracking equipment customer database. Most of the units installed
in the customers vehicles required replacement of the existing tracking units
with Auto-Q units in order to maintain the customer base. This is a one time
situation and will not be repeated in the following quarters.

OPERATING EXPENSES

         Operating expenses for the three months ended March 31, 2002 and March
31, 2001 were $233,467 or 130.2% of revenue and $85,619 or 34.1% of revenue,
respectively. The increase in operating expenses was primarily attributable to
an increase in wages and salaries. During the three months period ended March
31, 2002 we employed a total additional 18 employees in the


                                      -5-
<PAGE>
area of sales, marketing, engineering and administrative staff.

LIQUIDITY AND CAPITAL RESOURCES

         Net cash used in operations for the six months ended March 31, 2002 was
$15,364 as compared to net cash provided by operations for the six months ended
March 31, 2001 of $54,847. Net cash used in operations for the six months ended
March 31, 2002 reflects a net loss of $137,508 and an increase in prepaid
expenses and other current assets of $156,587 offset by decreases in accounts
receivable and inventory of $51,880 and $120,936, respectively, and an increase
in accrued expenses and other current liabilities of $117,353. Net cash provided
by operations for the six months ended March 31, 2001 reflects net income of
$62,091 and a decrease in accounts receivable of $66,937 offset by an increase
in accounts payable of $54,517.

         Net cash used in investing activities for the six months ended March
31, 2002 was $206,497, primarily consisting of loans receivable of $158,334. Net
cash provided by financing activities for the six months ended March 31, 2002
was $223,189, primarily consisting of proceeds from note payable - bank of
$131,650 and advances from a stockholder of $97,414.

         At March 31, 2002, we have $1,607 of cash and a working capital
deficiency of $449,604 and for the six months ended March 31, 2002 we have
sustained a net loss of $137,508. 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/or
financing from the issuance of equity securities. Without such financing, we may
not be able to meet our working capital requirements. We plan on expanding our
business by hiring additional sales and marketing staff, investing in product
development, information technology enhancement and acquisitions.

         Due to the expansion of our customer base and the roll-out of new
products and services during fiscal 2001, we anticipate requiring additional
cash to support the anticipated growth in accounts receivable and inventory. We
also expect our operating expenses to increase as we aggressively seek to expand
awareness of our products and services through our marketing campaign and
increase our sales personnel. We are considering a variety of funding
alternatives including the issuance of equity or debt securities.

         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.


                                      -6-
<PAGE>
                                    PART II.
                                OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K
                  A.  Exhibits - None

                  B.  Reports on Form 8-K -  None.


                                      -7-
<PAGE>
                                   SIGNATURES

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

Dated: June 3, 2002               AUTO-Q INTERNATIONAL, INC.


                                  By:      /S/ Tom Lam
                                           ----------------------------------
                                           Tom Lam
                                           President and Chief Executive Officer

                                  By:      /S/ Colin Parker
                                           ----------------------------------
                                           Colin Parker
                                           Director, Treasurer and Secretary
                                           (Principal Financial and
                                           Accounting Officer)