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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-KSB-A
                   (Amendment No. 1 filed on January 16, 2001)

                     ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For The Fiscal Year                          Commission File Number 0-26673
 Ended May 31, 2000                                                 -------
       ------------

                            FORESTINDUSTRY.COM, INC.
             (Exact name of Registrant as specified in its charter)


          DELAWARE
(State of other jurisdiction of                       98-0207081
incorporation or organization)           (I.R.S. Employer Identification Number)
--------------------------------         ---------------------------------------

2480 Kenworth Road, Suite 11
Nanaimo, British Columbia                                 V9T 3Y3
(Address of Principal Executive Offices)                 (Zip Code)
----------------------------------------                 ----------


 Registrant's telephone number including area code:   (250) 758-0665
                                                   -----------------------------

Securities  registered under Section 12(b) of the Exchange Act: None. Securities
registered  under  Section 12(g) of the Exchange  Act:  Common Stock,  par value
$0.0001.

Indicate by check mark whether the issuer (1) has 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 issuer was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

 YES    X       NO
      -----         -----

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B 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-KSB or any
amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year: $335,287

The aggregate  market value of the issuer's voting stock held by  non-affiliates
of the issuer  based upon the average  bid and asked  prices of such stock as of
August 28, 2000, was $4,550,499

The number of shares  outstanding of the issuer's  common stock as of August 28,
2000, was 13,783,666.

Documents Incorporated By Reference:
     Certain  exhibits  required by Item 13 have been  incorporated by reference
     from our  Form  10-SB  filed  on  November  4,  1999  and our  Registration
     Statement on Form SB-2 filed May 19, 2000.

Transitional Small Business Disclosure Format:    Yes           No   X
                                                      -----        -----

<PAGE> 2
ITEM 5.        MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER  MATTERS

Principal Market
----------------

     Since  December  1999 the  Company's  common  stock has been  quoted on the
National Association of Securities Dealers' OTC Bulletin Board,  initially under
the symbol  "AUYE",  and after  February  25,  2000 under the symbol  "FXCH".  A
trading market only developed on March 1, 2000. Prior to that date, there was no
public market for the Company's  common stock.  Set forth below are the range of
high and low bid quotations  for the periods  indicated as reported by the NASD.
The market  quotations  reflect  interdealer  prices,  without  retail  mark-up,
mark-down or commissions and may not represent actual transactions.

                                                   Common Stock
                                               --------------------
               Month Ended                     High             Low
               --------------                  ----             ---
               March 31, 2000                  $8.00           $7.81
               April 30, 2000                  $3.00           $3.00
               May 31, 2000                    $1.25           $1.25

     Approximate  number of holders of common stock dividends.  As of August 28,
2000 there were 58 holders of record of the Company's common stock.  This number
does not include stockholders who hold the Company's stock in street name.

Dividends
---------

     Holders  of the  Company's  common  stock  are  entitled  to  receive  such
dividends as may be declared by the Board of  Directors.  The Board of Directors
is not  obligated to declare a dividend.  The Company has not paid any dividends
on its common stock and it does not have any current  plans to pay any dividends
in the foreseeable future.

Capital Stock
-------------

     During the  Company's  last  fiscal  year ended May 31,  2000,  it sold the
following equity securities  pursuant to exemptions from registration  under the
Securities Act of 1933.

     On January 31, 2000,  the Company  issued  10,000,000  shares of its common
stock  in  exchange  for all of the  outstanding  stock of The  Forest  Industry
Online,  Inc.  from 3  shareholders  of The  Forest  Industry  Online,  Inc.  In
conjunction with this acquisition,  37,500 shares of common stock were issued to
one consultant for services  rendered  relating to the  acquisition.  The shares
were issued to investors  residing outside of the United States. The issuance of
the Company's shares of common stock was deemed exempt pursuant to Regulation S.
No commissions were paid.

     On  January  31,  2000,  the  Company  sold  750  shares  of its  Series  A
Convertible  Preferred  Stock to three  institutional  investors  for  aggregate
proceeds of $750,000.  Each Series A preferred  share may be  converted,  at the
option of the holder,  into shares of common stock equal in number to the amount
determined  by dividing  $1,000 by 75% of the  average  closing bid price of the
Company's  common stock for the ten trading days preceding the conversion  date,
subject  to a maximum  of 5,000  shares of common  stock  being  issued for each
Series A  preferred  share and a minimum  of 250  shares of common  stock  being
issued for each Series A preferred share. In addition,  all outstanding Series A
preferred  shares will  automatically  convert  into  shares of common  stock on
January 31, 2001 at the conversion rate described above. In May 2000, 375 Series
A  preferred  shares  were  converted  into  249,221  shares  of  common  stock.

<PAGE> 3

Subsequent to the year-end,  an  additional  125 Series A preferred  shares were
converted  into 155,039 shares of common stock and another 50 Series A preferred
shares were converted into 62,106 shares of common stock. As of August 28, 2000,
200 Series A Convertible Preferred Shares remained outstanding. All sales of the
Company's  Series A preferred stocks were exempt from  registration  pursuant to
Rule 506 of the Securities and Exchange Commission.  All shares of the preferred
stock  were  acquired  for  investment  purposes  only  and  without  a view  to
distribution.  All of the persons who acquired the Company's  Series A preferred
stock were fully  informed and advised  about  matters  concerning  the Company,
including its business,  financial affairs and other matters.  The purchasers of
the Company's  Series A preferred  stock  acquired the  securities for their own
accounts. The certificates  evidencing the Series A preferred stock bear legends
stating that they may not be offered, sold or transferred other than pursuant to
an  effective  registration  statement  under  the  Securities  Act of 1933,  or
pursuant to an effective  registration  statement  under the  Securities  Act of
1933, or pursuant to an applicable  exemption  from  registration.  All Series A
preferred shares are "restricted" securities as defined in Rule 144 of the Rules
and Regulations of the SEC.

     On February 24, 2000, the Company issued 200,000 shares of its common stock
to one consultant in payment for services to the Company,  valued at $50,000. On
February 29, 2000,  the Company issued 150,000 shares of its common stock to one
consultant  in payment for services  rendered to the Company.  The services were
valued at  $37,500.  These  transactions  were  private in nature  and  involved
investors  who were not  residents of the United  States.  On June 7, 2000,  the
Company  issued  200,000 shares of its common stock to one consultant in payment
for services rendered to the Company. The services were valued at $212,500. This
transaction  was  private in nature and  involved  one  sophisticated  investor.
Accordingly,  the above issuances were deemed to be exempt from  registration by
Regulation S or Section 4(2) of the Securities Act and the stock is deemed to be
restricted securities.

ITEM 6.        MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

General

     The  following  discussion  may  contain  forward-looking   statements  and
projections.  Because these forward-looking statements and projections are based
on a number of  assumptions  and are subject to  significant  uncertainties  and
contingencies,  many of which are beyond our control, there is no assurance that
they will be  realized,  and actual  results may vary  significantly  from those
shown.

     Forestindustry  and our  current  business  is a  result  of a  combination
transaction  between  Autoeye  Inc.,  a  Delaware  corporation,  and The  Forest
Industry  Online  Inc.,  a  British  Columbia  corporation.  At the  time of the
combination  on January 31,  2000,  Autoeye was a  reporting  company  under the
Securities  Exchange Act of 1934 with no active  business other than to evaluate
businesses for possible  acquisition.  Autoeye was  incorporated on December 19,
1997 and was formed to  acquire  Autoeye  Inc.,  an  Alberta  corporation,  that
developed and proposed to  manufacture a  multi-vehicle  surveillance  system to
monitor  large  vehicle lots such as car  dealerships,  fleets and storage lots.
This  proposed  acquisition  of  Autoeye  Inc.,  an  Alberta  corporation,   was
terminated in February  1998.  The Forest  Industry  Online Inc. had been in the
business of providing internet services to the forest and wood products industry
since January 1997. As a result of the  combination,  The Forest Industry Online
Inc. became a wholly-owned subsidiary of Autoeye and Autoeye changed our name to
forestindustry.com,  Inc.  and  continues  the  business of The Forest  Industry
Online Inc.  Following the transaction,  the shareholders of The Forest Industry
Online,  Inc. owned a majority of Autoeye's  outstanding shares of common stock.
Accordingly,  for financial reporting purposes the transaction was accounted for
as a reverse  acquisition with The Forest Industry Online,  Inc.  considered the
accounting  acquirer.  (See  Notes  2(a)  and 3 to  the  May  31,  2000  audited
consolidated financial statements).  As such, The Forest Industry Online, Inc.'s
historical  financial  statements are now reported as our financial  statements.

<PAGE> 4

Plan of Operations

     In order to expand our operations we will need  additional  capital.  We do
not have any commitments from any source to provide additional  capital. We will
need to  raise  significant  outside  capital  to fund our  anticipated  capital
requirements  over the next twelve months.  Approximately  $2.6 million has been
budgeted  to finance  the  development  of our  technology,  development  of new
products and services and increased sales and marketing over the next 12 months.
We anticipate needing  approximately  $200,000 to acquire  additional  equipment
over the next 12 months to support the Lumber and  Equipment  Exchange.  We will
need capital to finance  anticipated  acquisitions during the next 12 months. We
will need $330,000 by December 31, 2000 if it determines to consummate a pending
corporate acquisition.  Capital commitments for the next 12 month period include
approximately   $21,468  in  lease  obligations  for  the  one  office  premise;
consultant  agreements  totaling $50,000;  other leases $18,000;  and employment
agreements totaling $98,600. As a result of this increased business activity and
anticipated increase in employees, we expect general and administrative expenses
and compensation costs to increase significantly from current levels.

     An essential  element of our business plan is to obtain license  technology
and hardware to support our proposed  Lumber and Equipment  Exchange or LEE. The
LEE program is expected to cost between $300,000 and $400,000 to implement.

     Since  inception,   we  have  relied  on  equity  financings  to  fund  our
operations.  Funds required to finance our future internet  services,  marketing
efforts and ongoing business are expected to come primarily from debt and equity
financing  and alliance  partners with the  remainder  provided  from  operating
revenues.  Operating revenues to date have been substantially less than the cost
of  operations.  Future  financings  will be necessary  to meet our  anticipated
working capital needs over the next 12 months.  Potential  sources of additional
capital include private placements with institutional  investors and/or a public
offering of our common stock.

Results of Operations
---------------------
For the Fiscal Years Ended May 31, 2000 (10 months) and July 31,1999
--------------------------------------------------------------------

     As indicated above, we commenced business operations in January of 2000. As
of May 31, 1999 and up to January  2000,  we were not  conducting  any  business
operations.  Consequently,  a comparison  of the fiscal years ended May 31, 2000
and 1999 would not be  meaningful.  Instead,  the more  meaningful  management's
discussion  compares  our latest  fiscal  year ended May 31, 1999 with the prior
fiscal year of The Forest Industry Online,  Inc. ending July 31, 1999.  However,
our most  recent  fiscal  year  consists  of only ten months  rather than a full
twelve-month fiscal year.

     Revenues.  Revenues  increased 11% to $335,287 for the ten months ended May
31,  2000 as compared  to sales of  $300,362  for the year ended July 31,  1999.
Increased sales were  attributable to an increase in subscribers to our web site
services and web design  services.  The customer base increased to approximately
640 customers by May 31, 2000 as compared to approximately 350 at July 31, 1999.
$215,504 or 64% of revenues were  attributable to web site advertising while the
remaining $119,783 or 36% of revenues were derived from website design services.

     Expenses.  Selling,  general and administrative expenses for the ten months
ended May 31, 2000  increased  94% to  $534,976 as compared to $275,061  for the
year ended July 31, 1999. This increase is due to the hiring of additional sales
and  technical  staff and  attendance  at more trade shows  during this  period.
Consulting and professional fees were $231,066 for the period ended May 31, 2000
compared  to $18,079 for the year ended July 31,  1999.  Our  professional  fees
increased  by over 600% due to the  acquisition  in January  2000 and the change
from a privately held company to a public reporting  company.  Professional fees

<PAGE> 5

also  include  legal and  accounting  fees  relating to the  preparation  of our
registration statement.

     Net and  Comprehensive  Loss.  We  recorded  a net loss of  $458,581  and a
comprehensive loss of $450,017 for the ten months ended May 31, 2000 compared to
a net loss of $541 and a  comprehensive  loss of $82 for the year ended July 31,
1999.  The  increase  in losses for the period  ended May 31, 2000 is due to the
significant increase in operating, administrative and professional expenses.

Liquidity and Capital Resources

     We are in a growth  stage in which  expenses are expected to increase as we
implement  our  business  plan.  Due to the  fact  that  we have  not  generated
sufficient  cash flow to fund all of our  operations,  we have relied heavily on
outside  sources  of  capital.  During the year  ended May 31,  2000,  we raised
$750,000  through the sale of our series A convertible  preferred stock. We will
require  additional  capital  investments  or  borrowed  funds to meet cash flow
projections.  There can be no  assurance  that we will be able to raise  capital
from these outside sources in sufficient amounts to fund our business expansion.
The failure to secure  adequate  outside funding would have an adverse affect on
our operating results.

     We expect our  expenses  will  continue to increase  during the next twelve
months as a result of  increased  marketing  expenses  and the  expansion of our
online services.

     We plan to develop the Lumber and Equipment  Exchange,  or LEE,  which will
conduct  auctions of lumber,  equipment  and other wood products by means of the
internet.  To establish  the LEE, we will need to license from a third party the
sophisticated  computer  software  systems  needed to operate an  internet-based
auction site. We have  identified and reviewed  potential third parties and have
identified  a company  from whom we will obtain a license.  Their model was less
expensive and easily  adaptable to multiple  platforms.  Once we obtain  outside
financing, we believe the exchange will take six weeks to build and 12-18 months
to fully launch and introduce to our customers.  We will earn commissions on any
sales made through the LEE. A license for the computer system needed for the LEE
is expected to cost approximately $300,000 in addition to approximately $100,000
of  installation  services.  Alternatively,  we may establish a joint venture or
similar  arrangement  with a  company,  which has the  rights to such a computer
system.  The initial cost of the license  would be less but we would be required
to share any revenues earned from the LEE with our joint venture partner.  As of
August 31, 2000, we had not obtained any license for the computer programs which
will  be  required  for  the LEE and  the  launch  date of the LEE  will  remain
uncertain until additional sources of capital are obtained.

     Subsequent  to the  year-end,  we signed a letter  of  intent to  acquire a
business  whereby we agreed to issue 400,000  shares of our common stock and pay
$330,000 in cash in exchange  for all the issued and  outstanding  shares of the
business. We have until December 31, 2000 to raise sufficient capital to acquire
the  business.  We plan  to  obtain  the  capital  through  debt  and/or  equity
financing.  If we fail to raise  sufficient  capital  or for some  other  reason
decides not to consummate this acquisition, we will pay a non-refundable deposit
in the amount of 125,000 shares of our common stock.

     Investing  activities  during  the  ten  months  ended  May 31,  2000  have
consisted  mainly of  purchasing  property  and  equipment,  primarily  computer
hardware and  software.  Capital  expenditures,  including  those under  capital
leases,  totaled  $27,009  in 1999 and  $119,377  in  2000.  We  expect  capital
expenditures will increase and growth in our personnel and  infrastructure  will
be required to support the growing customer base.

<PAGE> 6

     To  date,  we have not  invested  in  derivative  securities  or any  other
financial  instruments  that  involve a high  level of  complexity  or risk.  We
expect, that in the future, cash in excess of current requirements will continue
to be  invested  in  high  credit  quality,  interest-bearing  securities  until
utilized in business operations.

     Capital  commitments  for the next 12 month  period  include  approximately
$21,468  in lease  obligations  for 1  office  premises;  consultant  agreements
totaling  $50,000;  other leases  $18,000;  and employment  agreements  totaling
$98,600.

     As of May 31, 2000, we had working capital of  approximately  $118,409.  We
anticipate  obtaining  the  additional  capital,  which we will require  through
revenues  from our  operations  and  through a  combination  of debt and  equity
financing.  We will also  consider  joint  ventures or  strategic  alliances  to
develop  future  programs.  Current cash and cash  equivalents  are projected to
sustain the Nanaimo  operations  but alternate  sources will be required to fund
additional  expenses.  We will seek to raise additional funds through public and
private equity  financings,  borrowed  funds or from other sources.  There is no
assurance  that  we will be able to  obtain  capital  we will  need or that  our
estimates of our capital requirements will prove to be accurate.  As of the date
of this  report,  we did not have any  commitments  from any  source to  provide
additional capital.

ITEM 7.        FINANCIAL STATEMENTS

     Our financial statements, including notes thereto, together with the report
of independent certified public accountants thereon, are presented as an exhibit
under Item 13 beginning on page F-1.

<PAGE> 7

ITEM 10. EXECUTIVE COMPENSATION

     The  following  table sets forth the  compensation  of our Chief  Executive
Officer  during  the last two  complete  fiscal  years.  No  other  officers  or
directors received annual compensation in excess of $100,000 during the last two
complete fiscal years.
<TABLE>
<S>                <C>     <C>      <C>        <C>                 <C>        <C>           <C>      <C>

                                           SUMMARY COMPENSATION TABLE

                                   Annual Compensation                         Long Term Compensation
                           -------------------------------------   -----------------------------------------------
                                                                          Awards            Payout
                                                                   ----------------------   --------
                                                                   Restricted Securities    LTIP      All Other
                                                 Other Annual      Stock      Underlying    Payout   Compensation
                    Year   Salary   Bonus ($)  Compensation ($)    Award(s)   Options (#)       ($)        ($)
                   ------- -------- ---------- -----------------   ---------- -----------   -------- -------------
Joe Perraton       2000(1) $15,022     -0-           -0-              -0-        -0-          -0-        -0-
President
Andrew Hromyk      2000(2)     -0-     -0-           -0-              -0-        -0-          -0-      9,375(3)
Prior President
                   1999        -0-     -0-           -0-              -0-        -0-          -0-        -0-
                   1998        -0-     -0-           -0-              -0-        -0-          -0-        -0-
-----------------
</TABLE>

(1)  For the period January 31, 2000 to May 31, 2000. Prior to January 31, 2000,
     Mr. Perraton was paid the following  salary by The Forest Industry  Online,
     Inc.  (a  subsidiary  of the  Company);  June 1, 1999 to January 30, 2000 -
     $13,406; fiscal year 1999 - $49,410; fiscal year 1998 - $25,325.
(2)  For the period June 1, 1999 to January 31, 2000.
(3)  Value of 37,500 shares of common stock issued to Century Capital Management
     Ltd. as compensation for consulting services.

     In January 2000,  Joe Perraton  replaced  Andrew Hromyk as our President of
the Company. Mr. Hromyk continued to serve as the Secretary and a director until
May 11, 2000 at which time he resigned from both positions.

Employment/Consulting Agreements
--------------------------------

     On  January  31,2000  we  acquired  The  Forest  Industry  Online  Inc.  In
connection  with this  acquisition we entered into an employment  agreement with
Joe  Perraton,  the  President of The Forest  Industry  Online.  The  employment
agreement provides for a term of three years and an annual salary of CDN $70,000
(approximately $50,000 at current exchange rates).

     In February 2000 our wholly owned  subsidiary  The Forest  Industry  Online
Inc. entered into an employment agreement with John Carmichael pursuant to which
Mr. Carmichael agreed to serve as that Company's Chief Information  Officer. The
employment agreement provides for a term of one year and an annual salary of CDN
$75,000  (approximately  $50,000 at current  exchange rates).  In addition,  Mr.
Carmichael was issued 150,000  shares of our common stock as  consideration  for
entering into this employment agreement.  Mr. Carmichael resigned as of July 21,
2000 and  voluntarily  returned  the 50,000  common  shares of shares  issued in
conjunction with the employment agreement.

     In February 2000 our wholly owned  subsidiary  The Forest  Industry  Online
Inc.  entered into a consulting  agreement with Todd Hilditch  pursuant to which
Mr. Hilditch agreed to serve as that Company's corporate relations officer.  The
consulting  agreement  provides for a term of one year with monthly  payments of
CDN $3,500  (approximately  $2,400 at current exchange rates). In addition,  Mr.
Hilditch  was issued  200,000  shares of our common stock as  consideration  for
entering into this consulting agreement.  Mr. Hilditch was also appointed as our

<PAGE> 8

Vice-President  of Corporate  Relations by the Board of Directors as of the 24th
of February 2000.

     On March 1, 2000, we entered into a consulting  agreement with Summit Media
Partners.  The  agreement  had a term  of 92  days  and a cost  of CDN  $15,000.
Subsequent to the year-end we entered into a second  consulting  agreement  with
Summit  Media  Partners.  The  agreement  had a term of 92 days and  expires  on
September  7,  2000.  We issued  200,000  shares of our common  stock  valued at
$212,500 in payment for these  services.  Summit Media is providing  advertising
and marketing services through featured advertorial mailings.

Employee Pension, Profit Sharing or other Retirement Plans
----------------------------------------------------------

     We do not have a defined  benefit,  pension plan,  profit  sharing or other
retirement plan, although we may adopt one or more of such plans in the future.

Director's Compensation
-----------------------

     At present we do not pay our directors for attending  meetings of the board
of directors,  although we expect to adopt a director compensation policy in the
future.  We have no standard  arrangement  pursuant to which our  directors  are
compensated   for  any  services   provided  as  a  director  or  for  committee
participation or special assignments.

     Except as disclosed  elsewhere in this prospectus no director  received any
form of compensation from us during the year ended May 31, 2000.

Stock Option Plan
-----------------

     In February,  2000 our board of directors adopted a stock option plan which
authorizes  the  issuance  of options to  purchase  up to 250,000  shares of our
common stock. The option plan will remain in effect until February 2010,  unless
earlier  terminated by action of the board of directors.  Pursuant to the option
plan,  our  employees  and  officers  are  eligible to be granted  options.  Our
directors  may not be granted  options  unless they also serve as officers.  The
option exercise price is determined by the board of directors.  On May 26, 2000,
our board of  directors  amended  the 2000 stock  option plan to  authorize  the
issuance  of options to purchase  up to 500,000  shares of our common  stock and
expanded the  definition  of an eligible  person for the purpose of  authorizing
stock options.

     Options  granted  pursuant  to  the  option  plan  terminate  on  the  date
established  by the board of  directors  when the option was  granted and in any
event cannot exceed ten years from the date of grant.

     Options granted  pursuant to the option plan may be either  incentive stock
options  within the  meaning  of Section  422 of the  Internal  Revenue  Code or
nonqualified stock options.

     The exercise price of options granted pursuant to the option plan cannot be
less than the fair market value of the shares of our common stock on the date of
the grant and,  in the case of  incentive  stock  options  granted to any of our
employees  who own more  than 10% of the  voting  power  of all  classes  of our
shares,  the exercise price cannot be less than 110% of the fair market value of
the shares of our common stock on the date of the grant.

     The option plan is  administered  by our board of  directors.  Our board of
directors has the  authority to interpret the  provisions of the option plan and
supervise  the  administration  of the option plan.  In  addition,  our board of
directors  is  empowered  to select  those  persons  to whom  options  are to be

<PAGE> 9

granted,  to determine  the number of shares  subject to each grant of an option
and to determine when, and upon what conditions options granted under the option
plan will vest or otherwise be subject to forfeiture and cancellation.

     In the discretion of our board of directors, any option granted pursuant to
the option  plan may  include  installment  exercise  terms such that the option
becomes  fully  exercisable  in a series of  cumulating  portions.  Our board of
directors may also accelerate the date upon which any option (or any part of any
options) is first  exercisable.  Any options granted pursuant to the option plan
will  be  forfeited  if the  "vesting"  schedule  established  by the  board  of
directors at the time of the grant is not met. For this  purpose,  vesting means
the  period   during   which  the   employee   must   remain  an   employee   of
forestindustry.com or our subsidiary The Forest Industry Online Inc. At the time
an employee ceases working for us any options not fully vested will be forfeited
and cancelled. Payment for the shares of our common stock underlying the options
granted to our officers may be paid through the delivery of shares of our common
stock having an aggregate fair market value equal to the option price,  provided
such shares have been owned by the option  holder for at least one year prior to
such exercise.  A combination of cash and shares of our common stock may also be
permitted at the  discretion  of the board of  directors.  Options are generally
non-transferable except upon death of the option holder.

     Our  board of  directors  may at any time,  and from  time to time,  amend,
terminate,  or  suspend  the  option  plan in any  manner it deems  appropriate,
provided that such amendment,  termination or suspension cannot adversely affect
rights or obligations with respect to shares or options previously granted.

     The Option  Plan is not  qualified  under  Section  401(a) of the  Internal
Revenue Code,  nor is it subject to any  provisions  of the Employee  Retirement
Income Security Act of 1974.

     No  directors or officers  were granted any options  during the past fiscal
year.  Options to purchase 69,000 shares of common stock were issued to thirteen
employees and two non-employees.  These options had exercise prices of $2.00 and
$4.00 per share and expire in April and May of 2005.

Limitation of Liability and Indemnification Matters

     The   General   Corporation   Law  of  the   State  of   Delaware   permits
indemnification  of directors,  officers,  and employees of  corporations  under
certain   conditions   subject  to   certain   limitations.   Article   XIII  of
forestindustry's  Certificate  of  Incorporation  states  that  we  may  provide
indemnification  of our agents,  including  our  officers  and  directors to the
maximum extent permitted by the Delaware Corporation Law.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted to  directors,  officers  and  controlling  persons of
forestindustry   pursuant   to   the   foregoing   provisions,   or   otherwise,
forestindustry  has been  advised  that in the  opinion of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such liabilities  (other than the payment by  forestindustry of expenses
incurred or paid by a director,  officer or controlling person of forestindustry
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, forestindustry will, unless in the opinion of our counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

<PAGE> 10

 ITEM 12.        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Except  as  otherwise  indicated  below,  we have  not  been a party to any
transaction, proposed transaction, or series of transactions in which the amount
involved exceeds $60,000, and in which, to our knowledge,  any of our directors,
officers,  five  percent  beneficial  security  holder,  or  any  member  of the
immediate  family  of the  foregoing  persons  has had or will  have a direct or
indirect material interest.

     Should a  transaction,  proposed  transaction,  or series  of  transactions
involve an officer  or  director  of  forestindustry  or a related  entity or an
affiliate of a related  entity,  or holders of stock  representing 5% or more of
the voting power (a "related entity") of the then outstanding  voting stock, the
transactions  must  be  approved  by  the  unanimous  consent  of our  board  of
directors.  In the event a member of the board of directors is a related  party,
that member will abstain from the vote.

     We have issued shares of our common stock to the following  persons  during
the past two years, who, at the time of issuance, were affiliated with us:
<TABLE>
<S>                             <C>           <C>            <C>               <C>


                                Date of       Number of
Name                            Issuance       Shares        Share Value       Consideration
----                            --------       ------        -----------       -------------

Century Capital Management       01/00         37,500           $9,375         Consulting services
Ltd. (1)

Todd Hilditch                    02/00        200,000          $50,000         Services Rendered
----------------------
</TABLE>
1)   The beneficial owner of Century Capital Management Ltd. is Andrew Hromyk, a
     former officer and director.


     In May 2000 Bona Vista West Ltd., a former principal shareholder,  returned
2,597,240  shares  of  common  stock  to us for  cancellation  by way of a stock
retirement  agreement  dated May 11, 2000.  Bona Vista West Ltd.  agreed with us
that in order to attract  future  financings it would be in our best interest to
reduce our issued and  outstanding  share  capital  through  the  surrender  and
retirement of certain  control stock  originally  issued to Bona Vista West Ltd.
upon our formation.  We released Bona Vista West Ltd. from all claims,  demands,
acts,  omissions  and causes of action,  in return for the  2,597,240  shares of
common stock.

     We engaged Century Capital Management Ltd. as an advisor in connection with
our acquisition of The Forest  Industry Online Inc. For our services,  we issued
Century  Capital  Management  Ltd.  37,500 shares of our common  stock.  Century
Capital  Management  Ltd.  is owned by  Andrew  Hromyk,  a  former  officer  and
director.

ITEM 13.       EXHIBITS, LIST AND REPORTS ON FORM 8-K

     (a)  The following documents are being filed as part of this report:

          (1)  Financial Statements
               --------------------

          Report of Independent Accountants                            F-1
          Year-end Consolidated Balance Sheets                         F-2
          Year-end  Consolidated  Statements  of
          Operations  and  Comprehensive Income                        F-3
          Year-end Consolidated Statements of
          Stockholders' Equity                                         F-4
          Year-end Consolidated Statements of Cash Flows               F-5
          Notes to Consolidated Financial Statements         F-6 thru F-17



<PAGE> F-1

Independent Auditors' Report
--------------------------------------------------------------------------------


To the Shareholders and Board of Directors of:
forestindustry.com, Inc.
(formerly Autoeye Inc.)


We have audited the Consolidated Balance Sheets of forestindustry.com,  Inc. and
subsidiary  as of May 31, 2000 and July 31,  1999 and the  related  Consolidated
Statements of Operations and Comprehensive Income, Stockholders' Equity and Cash
Flows for the ten month  period ended May 31, 2000 and year ended July 31, 1999.
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 audits in  accordance  with United  States  generally  accepted
auditing standards. Those standards require that we plan and perform an audit to
obtain  reasonable  assurance  whether  the  financial  statements  are  free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  these consolidated  financial statements present fairly, in all
material  respects,  the  financial  position of  forestindustry.com,  Inc.  and
subsidiary  as of May 31,  2000  and  July 31,  1999  and the  results  of their
operations  and their cash flows for the ten month period ended May 31, 2000 and
the year ended  July 31,  1999,  in  conformity  with  United  States  generally
accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in note 1 to the
consolidated financial statements, the Company has suffered recurring losses and
negative  cash flows from  operations  that raise  substantial  doubt  about its
ability to continue as a going  concern.  Management's  plans in regard to these
matters are also  described in note 1. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.


"Watson Dauphinee & Masuch"
Chartered Accountants


Vancouver,  B.C., Canada
August 11, 2000


<PAGE> F-2


                            forestindustry.com, Inc.
                             (formerly Autoeye Inc.)
<TABLE>
<S>                                                 <C>           <C>            <C>

Consolidated Balance Sheets
----------------------------------------------------------------------------------------------

                                                       (Audited)   (Unaudited)       (Audited)
                                                    May 31, 2000  May 31, 1999   July 31, 1999
                                                            US $          US $            US $
ASSETS

CURRENT

Cash and Equivalents                                     196,963        13,135           2,819
Accounts Receivable (Net of Allowance for Doubtful
Accounts -                                                84,151        54,133          64,657
   May 31, 2000 - $20,697; July 31, 1999 - $8,630)
Work in Process                                            9,137             -               -
Prepaid Expenses                                           1,548           228           1,795
Due from Affiliated Company                                    -           326             166
                                                   -------------------------------------------

                                                         291,799        67,822          69,437

Property and Equipment (Note 4)                          123,792        28,195          32,481
                                                   -------------------------------------------

                                                         415,591        96,017         101,918
                                                   ===========================================

LIABILITIES and STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Operating Line of Credit (Note 5)                              -         9,770          13,278
Accounts Payable and Accrued Liabilities                 129,513        17,651          39,265
Unearned Revenues                                         43,877        22,797          52,281
Due to Shareholders (Note 6)                                   -        73,496          68,013
Demand Bank Loan (Note 7)                                      -        57,756          55,695
                                                   -------------------------------------------

                                                         173,390       181,470         228,532
                                                   -------------------------------------------
Commitments (Note 10)
Subsequent Events (Note 11)

STOCKHOLDERS' EQUITY

Share Capital (Note 8)
Common Stock, $0.0001 par value
    30,000,000 Authorized; Issued and
    Outstanding: May 31, 2000 - 12,966,521;
    July 31, 1999 - 10,000,000                             1,296         1,000           1,000

Preferred Stock, $0.0001 par value 5,000,000
    Authorized; Issued and Outstanding:
    May 31, 2000 - 375; July 31, 1999 - Nil                    1             -               -
Additional Paid in Capital                               834,789          (999)           (999)
Deferred Stock Compensation                              (17,253)            -               -
Cumulative Translation Adjustment                         10,014           991           1,450
Deficit                                                 (586,646)      (86,445)       (128,065)
                                                   -------------------------------------------

                                                         242,201       (85,453)       (126,614)
                                                   -------------------------------------------

                                                         415,591        96,017         101,918
                                                   ===========================================
</TABLE>

See notes to consolidated financial statements


<PAGE> F-3


                            forestindustry.com, Inc.
                             (formerly Autoeye Inc.)
<TABLE>
<S>                                       <C>                    <C>             <C>

Consolidated Statements of Operations and Comprehensive Income
-----------------------------------------------------------------------------------------------

                                                  (Audited)      (Unaudited)         (Audited)
                                                      Ten Months Ended              Year Ended
                                               May 31, 2000      May 31,1999     July 31, 1999
                                                       US $             US $              US $

REVENUES                                            335,287          270,176           300,362
                                          ----------------------------------------------------

EXPENSES

Consulting Fees                                     125,099              487               487
Depreciation                                         27,826            2,316             7,763
General and Administrative                          534,976          213,846           275,061
Professional Fees                                   105,967           11,456            17,592
                                          ----------------------------------------------------

                                                    793,868          228,105           300,903
                                          ----------------------------------------------------


NET INCOME (LOSS)
FOR THE PERIOD                                     (458,581)          42,071              (541)

Foreign Currency Translation Adjustment               8,564                -               459
                                          ----------------------------------------------------

COMPREHENSIVE INCOME (LOSS) FOR THE
PERIOD                                             (450,017)          42,071               (82)
                                          ====================================================

Weighted Average Number of Shares
Outstanding, Basic and Diluted                   10,521,802       10,000,000        10,000,000
                                          ====================================================


Earnings (Loss) per Common Share,
Basic and Diluted                                    (0.043)           0.004            (0.001)
                                          ====================================================

</TABLE>


See notes to consolidated financial statements



<PAGE> F-4


                            forestindustry.com, Inc.
                             (formerly Autoeye Inc.)


<TABLE>
<S>                           <C>          <C>     <C>          <C>     <C>         <C>           <C>         <C>         <C>

Consolidated  Statements of  Stockholders' Equity
  For the Periods from July 31, 1998 to May 31, 2000
------------------------------------------------------------------------------------------------------------------------------------
                              Common Stock         Preferred Stock                                             Deficit       Total
                              ----------------------------------------
                                                                        Additional      Deferred  Cumulative
                                Number               Number                Paid in         Stock  Translation
                              of Shares    Amount  of Shares    Amount     Capital  Compensation  Adjustment
                                             US $                 US $        US $          US $         US $      US $        US $
------------------------------------------------------------------------------------------------------------------------------------
Balance, July 31, 1998        10,000,000   1,000          -         -        (999)            -          991  (127,524)   (126,532)

Translation Adjustment
  for the Year Ended
  July 31, 1999                        -       -          -         -           -             -          459         -         459


Net Loss for the Year
Ended July 31, 1999                            -          -         -           -             -            -      (541)       (541)

Common stock issued to
  purchase all issued
  and outstanding shares
  of The Forest Industry
  Online Inc.,
  January 31, 2000 (note 3)    4,927,040     493          -         -        (493)            -            -         -           -

Adjustment to comply with
  recapitalization
  accounting (note 3)                  -       -          -         -     (28,042)            -            -         -     (28,042)

750 Series `A' convertible
  preferred stocks issued for
  cash, January 31, 2000 at
  $1,000 per share (note 3)            -       -        750         1     749,999             -            -         -     750,000

Common stock issued for
  service, January 31, 2000,
  valued at $0.25 per share
  (note 3)                        37,500       4          -         -       9,371             -            -         -       9,375

Common stock issued for
  services in February,
  2000, valued at $0.25
  per share (note 8(c))          350,000      35          -         -      87,465             -            -         -      87,500

Common stock issued on
  conversion of Series`A'
  convertible preferred stock    249,221      24       (375)        -         (25)            -            -         -         (1)

Retirement of common stock
  returned to the Company
  at no cost by the founding
  shareholder                 (2,597,240)   (260)         -         -         260             -            -         -           -

Deferred Compensation                  -       -          -         -      17,253       (17,253)           -         -           -

Translation Adjustment for
  the Period Ended
  May 31, 2000                         -       -          -         -           -             -        8,564         -       8,564

Net Loss for the Period
  Ended May 31, 2000                   -       -          -         -           -             -            -  (458,581)   (458,581)
------------------------------------------------------------------------------------------------------------------------------------

Balance, May 31, 2000         12,966,521   1,296        375         1     834,789       (17,253)      10,014  (586,646)    242,201

------------------------------------------------------------------------------------------------------------------------------------
See notes to consolidated financial statements

</TABLE>

<PAGE> F-5


                            forestindustry.com, Inc.
                             (formerly Autoeye Inc.)

<TABLE>
<S>                                                    <C>            <C>           <C>

Consolidated Statements of Cash Flows
-------------------------------------------------------------------------------------------------

                                                          (Audited)   (Unaudited)       (Audited)
                                                             Ten Months Ended          Year Ended
                                                       May 31, 2000   May 31,1999   July 31, 1999
                                                               US $          US $            US $
CASH WAS PROVIDED FROM, UTILIZED (FOR):

OPERATING ACTIVITIES
Net Income (Loss) for the Period                          (458,581)       42,071            (541)
Non-Cash Items:
Depreciation                                                27,826         2,316           7,763
Common Stocks Issued in Exchange for Services               87,500             -               -
Change in Non-Cash Working Capital Accounts:
   Accounts Receivable                                     (19,494)      (30,635)        (41,159)
   Work in Process                                          (9,137)            -               -
   Note Receivable                                               -        14,406          14,406
   Prepaid Expenses                                            247           186          (1,381)
   Accounts Payable and Accrued Liabilities                 80,384       (16,547)          5,067
   Unearned Revenues                                        (8,404)         (365)         29,119
                                                      -------------------------------------------

Net Cash Provided by (Used in) Operating Activities       (299,659)       11,432          13,274
                                                      -------------------------------------------

FINANCING ACTIVITIES
Demand Bank Loan and Operating Line of
   Credit Advances (Repayments)                            (68,973)       67,526          68,973
Advances from (to) Affiliated Company                          166          (326)           (166)
Advances (to) Shareholders                                 (68,013)      (49,559)        (55,042)
Net Proceeds from Issuance of Preferred Stocks             750,000             -               -
                                                      -------------------------------------------

Net Cash Provided by Financing Activities                  613,180        17,641          13,765
                                                      -------------------------------------------

INVESTING ACTIVITY

Acquisition of Property and Equipment (Net)               (119,377)      (18,727)        (27,009)
                                                      -------------------------------------------

NET INCREASE
IN CASH AND EQUIVALENTS                                    194,144        10,346              30

Cash and Equivalents, Beginning of the Period                2,819         2,789           2,789
                                                      -------------------------------------------


CASH AND EQUIVALENTS, END OF THE PERIOD                    196,963        13,135           2,819
                                                      ===========================================


Supplemental Disclosure
Interest Paid                                               10,035        12,309          14,534
                                                      ===========================================

See notes to consolidated financial statements
</TABLE>

<PAGE> F-6
                            forestindustry.com, Inc.
                             (formerly Autoeye Inc.)



Notes to the Consolidated Financial Statements
  Ten Months Ended May 31, 2000 and Year Ended July 31, 1999
  (Expressed in U.S. Dollars)
--------------------------------------------------------------------------------

NOTE 1 - NATURE AND CONTINUANCE OF OPERATIONS

forestindustry.com,  Inc.  (the  "Company")  was  incorporated  in  Delaware  on
December  18,  1997 under the name of Autoeye  Inc. On February  25,  2000,  the
Company changed its name to forestindustry.com, Inc. Prior to its acquisition of
The Forest  Industry  Online  Inc.  ("Forest")  (note  2(a)),  the  Company  was
inactive.

The  Company's  current  business  activities  include  designing  web sites and
operating and maintaining a computer internet web site for companies  associated
with the forest and wood product industries.

These  consolidated  financial  statements have been prepared on a going concern
basis in accordance with United States generally accepted accounting principles.
The going  concern  basis of  presentation  assumes the Company will continue in
operation for the foreseeable  future and will be able to realize its assets and
discharge  its  liabilities  and  commitments  in the normal course of business.
Certain  conditions,  discussed below,  currently exist which raise  substantial
doubt upon the validity of this  assumption.  The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.

To May 31,  2000,  the  Company  has not  been  profitable  and has  experienced
negative cash flows from  operations.  Operations have been financed through the
issuance of preferred stocks and other external financing.  The Company's future
operations  are  dependent  upon  continued  external  funding,  its  ability to
increase  revenues  and  reduce  expenses,  and  the  success  of  its  proposed
development of an online  business  exchange  auction website for the forest and
wood industries. There are no assurances that the above conditions will occur.


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

a)   Reverse Takeover and Basis of Presentation

On January 31,  2000,  the Company  acquired  all of the issued and  outstanding
shares of Forest by issuing to Forest's stockholders 10,000,000 shares of common
stock and control of the Company.  The acquisition  was a reverse  takeover with
Forest being the deemed accounting  acquiror for financial  statement  purposes.
The  acquisition  has been  accounted for as a capital  transaction  effectively
representing   an  issue  of   stocks   by   Forest   for  the  net   assets  of
forestindustry.com, Inc.

The Company's  historical  financial  statements reflect the financial position,
results  of  operations   and  cash  flows  of  Forest  from  the  date  of  its
incorporation  on January  09,  1997 under the laws of the  Province  of British
Columbia, Canada. The historical stockholders' equity gives effect to the shares
issued  to  the   stockholders   of  Forest.   The  results  of   operations  of
forestindustry.com, Inc. are included only from the date of acquisition, January
31, 2000.

b)   Basis of Consolidation

These consolidated  financial statements include the accounts of the Company and
its  wholly-owned  subsidiary,  The Forest  Industry Online Inc. All significant
intercompany  balances and transactions have been eliminated in the consolidated
financial statements.

c)   Work in Process

Work  in  process  is  recorded  at  the  lower  of  cost  determined   using  a
percentage-of-completion  method based on the contract  price and net realizable
value.

<PAGE> F-7
                            forestindustry.com, Inc.
                             (formerly Autoeye Inc.)


Notes to the Consolidated Financial Statements
  Ten Months Ended May 31, 2000 and Year Ended July 31, 1999
  (Expressed in U.S. Dollars)
--------------------------------------------------------------------------------

Note 2 - Significant Accounting Policies (continued)

d)   Property and Equipment and Depreciation

Property  and  equipment  are  recorded  at cost and are  depreciated  using the
straight-line  method over their estimated useful lives ranging from five to ten
years, or their lease terms.


e)   Cash and Equivalents

The  Company  considers  all  short-term  investments  with a  maturity  date at
purchase of three months or less to be cash equivalents.


f)   Revenue Recognition and Unearned Revenues

Revenues on  advertising  fees and hosting  revenues  are recorded on the billed
basis.  Customers are invoiced on a quarterly  basis in advance for  advertising
and hosting spaces.  Unearned  revenues relate to the period of the billing that
has not yet transpired and therefore not earned.

Revenues   on  fixed   contract   website   designs   are   recognized   on  the
percentage-of-completion method of accounting.

g)   Use of Estimates

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


h)   Net Earnings (Loss) Per Share

Basic earnings (loss) per share is computed using the weighted average number of
common stock outstanding during the periods.  Diluted loss per share is computed
using the weighted  average  number of common and  potentially  dilutive  common
stock  outstanding  during the period.  As the Company has losses in the periods
presented, basic and diluted loss per share are the same.

i)   Stock-Based Compensation

The Company accounts for its stock-based  compensation arrangement in accordance
with provisions of Accounting Principles Board (APB) Opinion No. 25, "Accounting
for  Stock  Issued  to  Employees",   and  related  interpretations.   As  such,
compensation  expense  under  fixed plans would be recorded on the date of grant
only if the fair value of the underlying stock at the date of grant exceeded the
exercise price. The Company recognizes  compensation  expense for stock options,
common stock and other equity  instruments  issued to non-employees for services
received based upon the fair value of the services or equity instruments issued,
whichever is more reliably  determined.  This  information  is presented in note
8(c).

Statement of Financial  Accounting  Standards  (SFAS) No. 123,  "Accounting  for
Stock  Based  Compensation",  required  entities  that  continue  to  apply  the
provision of APB Opinion No. 25 for  transactions  with employees to provide for
forma net income and pro forma earnings per share disclosures for employee stock
option  grants made in 1995 and future years as if the  fair-value-based  method
defined in SFAS No. 123 had been applied to these transactions.




<PAGE> F-8
                            forestindustry.com, Inc.
                             (formerly Autoeye Inc.)


Notes to the Consolidated Financial Statements
  Ten Months Ended May 31, 2000 and Year Ended July 31, 1999
  (Expressed in U.S. Dollars)
--------------------------------------------------------------------------------

Note 2 - Significant Accounting Policies (continued)

j)   Income Taxes

The Company  follows the asset and  liability  method of  accounting  for income
taxes. Under this method,  current taxes are recognized for the estimated income
taxes payable for the current period.

Deferred income taxes are provided based on the estimated  future tax effects of
temporary differences between financial statement carrying amounts of assets and
liabilities and their  respective tax bases as well as the benefit of losses and
tax credits available to be carried forward to future years for tax purposes.

Deferred tax assets and  liabilities  are measured  using enacted tax rates that
are  expected to apply to taxable  income in the years in which those  temporary
differences are expected to be recovered or settled.  The effect on deferred tax
assets and  liabilities  of a change in tax rates is recognized in operations in
the period that includes the substantive  enactment date. A valuation  allowance
is recorded  for  deferred  tax assets when it is more likely than not that such
deferred tax assets will not be realized.

k)   Foreign Currency Translation

The  functional  currency of the Company is the United States dollar and for its
Canadian subsidiary the Canadian dollar.  Transactions in foreign currencies are
translated  to United States  dollars at the rates in effect on the  transaction
date.  Exchange  gains or losses arising on translation or settlement of foreign
currency denominated  monetary items are included in the consolidated  statement
of operations.

l)   Impairment of Long-Lived Assets

The  recoverability of the excess of cost over fair value of net assets acquired
is  evaluated  by an analysis of operating  results and  consideration  of other
significant  events or  changes  in the  business  environment.  If the  Company
believes an impairment exists, the carrying amount of these assets is reduced to
fair  value as  defined  in SFAS No.  121,  "Accounting  for the  Impairment  of
Long-Lived Assets and for Long-Lived Assets to be Disposed of."

m)   Comparative Figures

Certain  figures  presented for comparative  purposes have been  reclassified to
conform  with   current   period   financial   statement   presentation.   These
reclassifications had no effect on net loss or stockholders' equity.


<PAGE> F-9
                            forestindustry.com, Inc.
                             (formerly Autoeye Inc.)


Notes to the Consolidated Financial Statements
  Ten Months Ended May 31, 2000 and Year Ended July 31, 1999
  (Expressed in U.S. Dollars)
--------------------------------------------------------------------------------


Note 3 - Acquisition

On January 31,  2000,  the Company  acquired  all of the issued and  outstanding
shares of Forest.  The acquisition was a reverse  takeover with Forest being the
deemed accounting acquiror for financial statement purposes.

Under the terms of the agreement,  the Company issued  10,000,000  common shares
for all of the 100 common issued and outstanding shares of Forest. As at January
31, 2000, there were 4,927,040 common shares of the Company (after  reflecting a
21:1 stock  consolidation  which  occurred on August 20,  1999 and a  subsequent
stock split of 1:40 which occurred on August 21, 1999.  These stock  adjustments
have  been  retroactively  adjusted  and  presented  as of May  31,  1999 in the
Consolidated  Statements of Stockholders' Equity). The acquisition was accounted
for as a recapitalization of Forest. The transaction has been accounted for as a
capital  transaction  effectively  representing an issue of shares by Forest for
the net assets of the Company. On January 31, 2000 the net assets of the Company
consisted of:

        Cash and Equivalents                    $ 750,000
        Accounts Payable                          (19,530)
                                            --------------

                                                $ 730,470
                                            ==============


Total costs  related to this  recapitalization  transaction  were  estimated  at
$24,375.  They  include  cash  expense in the  estimated  amount of $15,000  and
non-cash  expense in the amount of $9,375.  The non-cash  expense relates to the
issuance  of 37,500  shares of common  stock of the  Company.  The fair value of
these  services was estimated  based upon the estimated fair value of the shares
at $0.25 per share.  Total  transaction  costs have been recorded as a charge to
the stockholders' equity of the Company.

Cash and equivalents held by the Company in the amount of $750,000 were obtained
through  subscriptions  for a private  placement  of 750  shares  of Series  "A"
convertible  preferred stock at a price of $1,000 per share. The closing of this
private  placement  and the release of funds held in escrow were  contingent  on
this acquisition  being completed.  The shares of Series "A" preferred stock are
convertible,  at the option of the holder, and at any time after March 16, 2000,
into common  stock at 75% of the last ten day  average  closing bid price of the
Company subject to a maximum conversion rate of 5,000 shares of common stock for
one share of  preferred  stock and a minimum  conversion  rate of 250  shares of
common stock for one share of preferred  stock.  In addition,  if a registration
statement  in respect of the common  stock  underlying  the  preferred  stock is
effective,  all Series "A" preferred stock will be deemed to convert into common
stock on or before January 31, 2001, the first anniversary date.

The following table reflects pro forma information which combines the operations
of forestindustry.com, Inc. for the ten months ended May 31, 2000 and year ended
July 31, 1999 as if the acquisition of forestindustry.com,  Inc. had taken place
at the beginning of the period.  There were no pro forma adjustments required in
combining  this  information of these two entities.  This pro forma  information
does not reflect any non-recurring  charges or credits directly  attributable to
the transaction. This pro forma information does not purport to be indicative of
the revenues and net loss that could have resulted had the  acquisition  been in
effect for the period presented and is not intended to be a projection of future
results or trends.

<PAGE> F-10
                            forestindustry.com, Inc.
                             (formerly Autoeye Inc.)


Notes to the Consolidated Financial Statements
  Ten Months Ended May 31, 2000 and Year Ended July 31, 1999
  (Expressed in U.S. Dollars)
--------------------------------------------------------------------------------

Note 3 - Acquisition (continued)

                                             Ten Months Ended        Year Ended
                                                 May 31, 2000     July 31, 1999
                                                            $                 $

Revenues                                             335,287           300,362

Expenses
   Consulting Fees                                   125,099               487
   Depreciation                                       27,826             7,763
   General and Administrative                        539,008           275,061
   Professional Fees                                 109,822            27,344
                                             -----------------------------------

Net (Loss) for the Period                           (466,468)          (10,293)
                                             ===================================

Net (Loss) Per Share                                  (0.044)           (0.001)
                                             ===================================



NOTE 4 - PROPERTY AND EQUIPMENT
<TABLE>
<S>                           <C>                  <C>              <C>                 <C>

                                                    Accumulated               Net Book Value
                                        Cost       Depreciation     May 31, 2000        July 31, 1999
                                           $                  $                $                    $
                              ------------------------------------------------------------------------

Computer Equipment                   110,076             25,176           84,900               26,542
Furniture and Fixtures                33,927              3,884           30,043                3,477
Software                              15,549             10,445            5,104                2,462
Leasehold Improvements                 4,161                416            3,745                    -
                              ------------------------------------------------------------------------

                                     163,713             39,921          123,792               32,481
                              ========================================================================

</TABLE>

Note 5 - Operating Line of Credit

The Company has a NIL (1999 -$13,278 (CDN $20,000))  revolving operating line of
credit  with the Royal  Bank of  Canada.  The line of credit was repaid in March
2000  and  the  general  security  agreement  as  well  as the  guarantees  were
cancelled.


<PAGE> F-11
                            forestindustry.com, Inc.
                             (formerly Autoeye Inc.)


Notes to the Consolidated Financial Statements
  Ten Months Ended May 31, 2000 and Year Ended July 31, 1999
  (Expressed in U.S. Dollars)
--------------------------------------------------------------------------------

NOTE 6 - DUE TO SHAREHOLDERS

Amounts  due to  shareholders  were  unsecured  and  had no  specific  terms  of
repayment except for $49,840 which bore interest at prime plus 5% per annum. The
amounts due to shareholders were repaid in March 2000.

                                               May 31, 2000       July 31, 1999
                                                          $                   $

Due to Shareholders                                       -              68,013
                                               =================================


NOTE 7 - DEMAND BANK LOAN


Demand Bank Loan, Royal Bank of Canada

The demand loan was repayable in monthly
instalments of $1,992 including interest
at prime plus 2% per annum and was secured
by a general security agreement over all
the assets of the Company, guarantees by
the corporate shareholder and personal
guarantees of the principals of the Company.
The loan was repaid in March 2000.                        -              55,695
                                               =================================


Note 8 - Stockholders' Equity

a)   Preferred Stock

On January 31, 2000, the Company  issued through a private  placement 750 shares
of  Series  "A"  convertible  preferred  stock at a price of $1,000  per  share.
Holders of Series "A" preferred  stocks are entitled to  distribution  of $1,000
per share  prior to any  distribution  to the  holders of the  Company's  common
stocks in the event of any liquidation or dissolution of the Company.

The Series "A" preferred stock is convertible,  at the option of the holder, and
at any time after March 16,  2000,  into common stock at 75% of the last ten day
average closing bid price of the Company subject to a maximum conversion rate of
5,000  shares of common  stock  for one share of  preferred  stock and a minimum
conversion rate of 250 shares of common stock for one share of preferred  stock.
In  addition,  if a  registration  statement  in  respect  of the  common  stock
underlying the preferred stock is effective, all Series "A" preferred stock will
be deemed to convert into common stock on or before  January 31, 2001, the first
anniversary date.

On May 10, 2000,  the Company  issued  249,221 shares of its common stock on the
conversion of 375 Series "A" convertible preferred stocks.


<PAGE> F-12
                            forestindustry.com, Inc.
                             (formerly Autoeye Inc.)

Notes to the Consolidated Financial Statements
  Ten Months Ended May 31, 2000 and Year Ended July 31, 1999
  (Expressed in U.S. Dollars)
--------------------------------------------------------------------------------

Note 8 - Stockholders' Equity (continued)

b)   Stock Options

In February  2000,  the Company  adopted a fixed stock option plan that provides
for the  issuance of  incentive  and  non-qualified  stock  options to officers,
directors,  employees and  non-employees  to acquire up to 250,000 shares of the
Company's  common  stock.  The plan was  amended  in June 2000 to  increase  the
allowable  number of stock  options  to be  issued  under  this plan to  500,000
shares.  The Board of  Directors  determines  the terms of the options  granted,
including  the number of options  granted,  the  exercise  price and the vesting
schedule.  The exercise price for qualified incentive stock options is not to be
less than the fair market  value of the  underlying  stock at the date of grant,
and to have terms no longer than ten years from the date of grant.  There was no
stock option plan prior to February 2000.

Issued to Employees

On February 29, 2000, the Company  granted options to purchase a total of 29,000
shares of the Company's  common stock at a price of $4.00 per share to employees
of the  Company.  The  options  vest on or after  February  29,  2001 and expire
between February and April 2005.

As  discussed  in Note 2(i),  the Company  continues to account for its employee
stock-based  awards using the intrinsic  value method in accordance with APB No.
25, "Accounting for Stock Issued to Employees", and its related interpretations.
Accordingly,  no  compensation  expense  has been  recognized  in the  financial
statements  for employee  stock  arrangements,  because the fair value of common
stock at the measurement date is not greater than the option exercise price.

Pro forma information regarding net income and earnings per share is required by
SFAS No. 123, and has been  determined  as if the Company had  accounted for its
employee stock options under the fair value method of that  statement.  The fair
value for these options was estimated at the date of grant using a Black-Scholes
option pricing model with the following weighted-average assumptions:  risk-free
interest rate of 6.0%;  dividend yield of 0%; volatility factors of the expected
market price of the Company's  stock of 78%; and an expected life of the options
of 2.5 years.  Accordingly,  compensation  expense  using the fair value  method
would have been $4,870, amortized over their respective vesting period.

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded  options which have no vesting  restrictions  and are fully
transferable.  In addition,  option valuation models require the input of highly
subjective  assumptions  including the expected stock price volatility.  Because
the  Company's  employee  stock  options  have   characteristics   significantly
different from those of traded  options,  and because  changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion,  the  existing  models do not  necessarily  provide a  reliable  single
measure of the fair value of its employee stock options.

<PAGE> F-13
                            forestindustry.com, Inc.
                             (formerly Autoeye Inc.)


Notes to the Consolidated Financial Statements
  Ten Months Ended May 31, 2000 and Year Ended July 31, 1999
  (Expressed in U.S. Dollars)
--------------------------------------------------------------------------------

Note 8 - Stockholders' Equity (continued)

b)   Stock Options (continued)

Issued to Employees (continued)

The Statement's pro forma information from the options is as follows:

                                        Ten Months Ended             Year Ended
                                            May 31, 2000          July 31, 1999
                                                       $                      $

Net (loss) as reported                         (458,581)                  (541)
Compensation  expense from
  stock options under
  SFAS No. 123                                   (1,217)                     -
                                        ----------------------------------------

Pro forma net (loss)                           (459,798)                  (541)
                                        ========================================

Pro forma (loss) per common share:
     Basic and Diluted                           (0.043)                (0.001)
                                        ========================================


Issued to Non-Employees

On May 26,  2000,  the  Company  granted  options to  purchase a total of 40,000
shares  of the  Company's  common  stock  at a  price  of  $2.00  per  share  to
non-employees  of the  Company.  The options vest and expire on May 01, 2001 and
May 01, 2005, respectively.  Stock options issued to non-employees are accounted
for in accordance  with the  provisions of SFAS No. 123,  "Accounting  for Stock
Based  Compensation",  using the fair value  method.  Accordingly,  compensation
expense relating to these stock options in the amount of $17,253 was recorded as
deferred  stock  compensation  to be  amortized  over their  respective  vesting
period.


Additional Stock Option Plan Information

A summary status of the Company's fixed stock option plan and changes during the
period ended May 31, 2000 are as follows. There were no stock options as of July
31, 1999.

                                               Number of       Weighted Average
                                                  Shares         Exercise Price
                                                                              $
Outstanding, August 01, 1999                           -                      -
     Granted                                      73,000                   2.90
     Forfeited                                    (4,000)                  4.00
                                               ---------------------------------

Outstanding, May 31, 2000                         69,000                   2.84
                                               =================================

Options exercisable at end of period                 Nil                      -
                                               =================================



<PAGE> F-14
                            forestindustry.com, Inc.
                             (formerly Autoeye Inc.)


Notes to the Consolidated Financial Statements
  Ten Months Ended May 31, 2000 and Year Ended July 31, 1999
  (Expressed in U.S. Dollars)
--------------------------------------------------------------------------------

Note 8 - Stockholders' Equity (continued)

b)   Stock Options (continued)

Additional Stock Option Plan Information (continued)

The following  table  summarizes  information  about the  Company's  fixed stock
options outstanding at May 31, 2000:
<TABLE>
<S>                                       <C>                 <C>                    <C>

                                                               Options Outstanding
                                                               -------------------
                                                  Number      Weighted Average       Weighted Average
Range of                                  Outstanding at             Remaining               Exercise
Exercise Prices                             May 31, 2000      Contractual Life                  Price
$                                                      $            (in years)

4.00 - 4.00                                       29,000                     5                   4.00
2.00 - 2.00                                       40,000                     5                   2.00
                                      ---------------------------------------------------------------

                                                  69,000                     5                   2.84
                                      ===============================================================
</TABLE>

The options  outstanding  at May 31, 2000 will expire  between  February and May
2005.

c)   Stock-Based Compensation

In January 2000,  the Company  issued 37,500 shares of common stock to a company
controlled by the Company's former  president in exchange for services  relating
to the  acquisition  of Forest.  The fair value of these  services was estimated
based upon the estimated  fair value of the shares at $0.25 per share or $9,375.
The costs  were  deducted  from the  additional  paid-in  capital  from the said
acquisition.

In February 2000, the Company recorded non-cash  compensation expense of $87,500
relating  to  the  issuance  of  350,000  shares  of  common  stock  to  certain
consultants to the Company.  The fair value of the shares was estimated at $0.25
per share at the time of the transaction.

As  discussed  in Note 2(i),  the Company  recognizes  compensation  expense for
equity  instruments issued to non-employees for services received based upon the
fair value of the  services  or equity  instruments  issued,  whichever  is more
reliably determined.

d)   Retirement of Common Stocks

By way of a stock  retirement  agreement  dated  May 11,  2000 and for a nominal
amount  of  $1.00,  a  former  principal  shareholder  of the  Company  returned
2,597,240  shares  of  common  stock  to  the  Company  for  cancellation.   The
shareholder  agreed that in order for the Company to attract  future  financing,
the Company should reduce its issued and outstanding share capital of its common
stock through the surrender and retirement of these shares.

<PAGE> F-15
                            forestindustry.com, Inc.
                             (formerly Autoeye Inc.)


Notes to the Consolidated Financial Statements
  Ten Months Ended May 31, 2000 and Year Ended July 31, 1999
  (Expressed in U.S. Dollars)
--------------------------------------------------------------------------------

Note 8 - Stockholders' Equity (continued)

e)   Stock Splits

The Company  consolidated its share capital on June 16, 1999 by way of a reverse
stock split on the basis of one new common share for each two old common shares,
on  August  20,  1999 by way of a  reverse  stock  split on the basis of one new
common share for each  twenty-one old common  shares,  and on August 21, 1999 by
way of a stock split on the basis of forty new common  shares for one old common
share.  Issued and  outstanding  shares as of May 31, 1999 have been adjusted to
reflect these share splits.


Note 9 - INCOME TAXES

Deferred tax assets and liabilities

                                            May 31, 2000          July 31, 1999
                                                       $                      $

Deferred tax assets:
     Operating loss carryforward                210,000                 56,000
                                            ------------------------------------

Total deferred tax assets before
   valuation allowance                          210,000                 56,000
Valuation allowance                            (210,000)               (56,000)
                                            ------------------------------------

Net deferred tax assets                               -                      -
                                            ====================================

Management  believes  that it is more  likely  than not that it will not  create
sufficient  taxable income  sufficient to realize its deferred tax assets. It is
reasonably  possible these  estimates  could change due to future income and the
timing and manner of the reversal of deferred tax liabilities.

The Company has no income tax expense due to its operating losses.

The Company has Canadian  operating loss  carryforwards  for Canadian income tax
purposes  at May 31,  2000  of  approximately  $480,000  (CDN  $705,000).  These
operating losses begin to expire in fiscal year 2004.


Note 10 - Commitments

a)   The Company has  entered  into an  agreement  to lease  office  premises in
     Nanaimo,  B.C.,  Canada to May 31,  2001.  The  monthly  lease  payment is,
     excluding operating costs, $1,789.

b)   The Company has  entered  into an  agreement  to lease  office  premises in
     Vancouver,  B.C.,  Canada to September 30, 2001.  The monthly lease payment
     is, excluding operating costs, $2,561.

c)   The Company has entered  into an  agreement to lease a vehicle to March 09,
     2003.  The monthly  lease  payment is $529 with an option to  purchase  the
     vehicle at the end of the lease for $14,717.

<PAGE> F-16
                            forestindustry.com, Inc.
                             (formerly Autoeye Inc.)


Notes to the Consolidated Financial Statements
  Ten Months Ended May 31, 2000 and Year Ended July 31, 1999
  (Expressed in U.S. Dollars)
--------------------------------------------------------------------------------

Note 10 - Commitments (continued)

d)   The  Company  has  entered   into  an   agreement   to  lease  an  internet
     telecommunication  line to December 31, 2002.  The monthly lease payment is
     $959.

e)   The Company has entered into a consulting  contract  with an  individual to
     perform various investor relations and corporate  development functions for
     an initial  fee of $50,000,  which was  settled by the  issuance of 200,000
     common  shares of the  Company  at $0.25 per  share,  and a monthly  fee of
     $2,414.  The contract  term is from February 29, 2000 to February 28, 2001.
     The Company may terminate the agreement on fourteen days written notice.

f)   The Company has entered into an  employment  contract with the President of
     the Company for management and administrative services for an annual salary
     of $47,600.  The  employment  contract  term is from  February  01, 2000 to
     January 31, 2003. The Company may terminate the agreement only with cause.

g)   The  Company  has  entered  into an  employment  contract  with  the  Chief
     Information  Officer ("CIO") to oversee the Company's technical systems and
     applications  for a signing  bonus of  $37,500,  which was  settled  by the
     issuance of 150,000 common shares of the Company at $0.25 per share, and an
     annual salary of $51,000. The employment contract term is from February 29,
     2000 to February 28, 2001.  Subsequent  to year end, on July 21, 2000,  the
     CIO resigned.

h)   The Company has entered into a consulting  contract with a consulting  firm
     to provide strategic  management  services for a monthly fee of $3,450. The
     contract  term is from May 26, 2000 to November 26,  2000.  The Company may
     terminate  the  agreement on thirty days written  notice.  The Company also
     granted to the principals of the consulting firm stock options allowing the
     principals to acquire  40,000  common shares at an exercise  price of $2.00
     per share. The options vest on May 01, 2001 and expire on May 01, 2005 (see
     note 8(b)).

Minimum future lease payments under operating leases are as follows:

                                         Year                            $

                                         2001                       70,056
                                         2002                       28,100
                                         2003                       11,474


NOTE 11 - SUBSEQUENT EVENTS

a)   On June 07, 2000, the Company entered into an agreement for advertising and
     marketing  services  for a term of  three  months.  In  consideration,  the
     Company  issued  200,000  shares of its common  stock as  compensation  for
     services rendered.  The Company will record a non-cash compensation expense
     of  $212,500  based  upon the  estimated  fair  value of the  shares  which
     approximates the value of the services received.

b)   On June 12, 2000,  the Company  granted  54,000 stock  options to employees
     with an exercise  price of $2.00 per share.  The  options  vest on June 11,
     2001 and expire on June 11, 2005.


<PAGE> F-17
                            forestindustry.com, Inc.
                             (formerly Autoeye Inc.)


Notes to the Consolidated Financial Statements
  Ten Months Ended May 31, 2000 and Year Ended July 31, 1999
  (Expressed in U.S. Dollars)
--------------------------------------------------------------------------------

NOTE 11 - SUBSEQUENT EVENTS (continued)

c)   On June 15, 2000,  the Company issued 217,145 shares of its common stock on
     the conversion of 175 shares of its Series "A" convertible preferred stock.

d)   On August 01, 2000,  the Company  issued  through a private  placement  200
     shares  of  Series  "B"  convertible  preferred  stock  with a par value of
     $0.0001  at a price of $1,000 per  share.  Holders of Series "B"  preferred
     stocks  are  entitled  to  distribution  of $1,000  per share  prior to any
     distribution to the holders of the Company's  common stocks in the event of
     any liquidation or dissolution of the Company.

     The Series "B" preferred stock is convertible, at the option of the holder,
     and at any time after August 01, 2000, into common stock at 70% of the last
     five day  average  closing  bid price of the  Company  subject to a maximum
     conversion  rate of 5,000 shares of common stock for one share of preferred
     stock and a minimum  conversion  rate of 250 shares of common stock for one
     share of Series "B" preferred stock.


Note 12 - RELATED PARTY TRANSACTIONS

                                        Ten Months Ended             Year Ended
                                            May 31, 2000          July 31, 1999
                                                       $                      $

Wages  paid  to the  President  of
  the  Company  for management,
  administration and supervision
  services                                        28,428                 31,761

Interest  paid to  shareholders
  for funds loaned to the Company                  3,490                 10,420



Note 13 - Financial Instruments

Financial  instruments include cash and equivalents,  accounts  receivable,  and
accounts  payable  and accrued  liabilities.  The  estimated  fair value of such
financial instruments approximates their carrying value.


<PAGE> 11

                                   SIGNATURES

     In  accordance  with Section 13 or 15(d) of the  Exchange Act of 1934,  the
registrant  caused this amendment  number 1 to its annual report to be signed on
our behalf by the undersigned, thereunto duly authorized.

                                   FORESTINDUSTRY.COM, INC.



                                   By /S/JOE PERRATON
                                      ----------------------
                                      Joe Perraton, President and
                                      Chief Financial and Accounting Officer

     Pursuant to the requirements of the Securities Act of l933, this report has
been  signed  by the  following  persons  in  the  capacities  and on the  dates
indicated.

                                   Title                      Date
                                  --------               ----------------

/S/JOE PERRATON                   Director               January 12, 2001
-------------------
Joe Perraton

/S/GREG MILLBANK                  Director               January 12, 2001
-------------------
Greg Millbank