SECURITIES AND EXCHANGE COMMISSION
                    Washington, DC 20549

                         FORM 10-KSB
  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                    EXCHANGE ACT OF 1934

For the year ended December 31, 1999
Commission File No. 000-26237





                   AIMRITE HOLDINGS CORP.
   (Exact name of registrant as specified in its charter)




Nevada                                            68-0386443
(State of organization) (I.R.S. Employer Identification No.)

525 Stevens Ave., Solana Beach, CA 92075
(Address of principal executive offices)

Registrant's telephone number, including area code (858) 259-7400

Securities registered under Section 12(g) of the Exchange
     Act: Common stock, $0.001 par value per share

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

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

Issuer's Revenue during the year ended December 31, 1999:$ 0

As  of  December  31,  1999, the registrant  had  28,957,605
shares  of  its common stock, $0.001 par value,  outstanding
and  444,576 shares of its preferred stock, $0.001 par value
issued and outstanding. Aggregate market value of the voting
and non-voting common equity held by non-affiliates based on
the price of $1.10 per share (the selling or average bid and
asked price) as of December 31, 1999: 31,853,365.5

NOTE: The company's stock is not, and has not, been traded
or quoted, and the book value is negative. Therefore, there
is no way to ascertain a market value for the stock.

            DOCUMENTS INCORPORATED BY REFERENCE:

The Company's Form 10-SB/A, filed on March 24, 2000, and the
exhibits attached thereto, are incorporated by reference.

                             PART I

ITEM 1.   DESCRIPTION OF BUSINESS

                           Background

Aimrite  Holdings  Corp. (the "Company") is a Nevada  corporation
formed  as  Q-Com Corp. on September 6, 1988. On April 10,  1995,
the  Company  amended its Articles of Incorporation changing  its
name  to  Drink  World,  Inc.  in  conjunction  with  a  proposed
acquisition  (see  "Drink World" below). On July  21,  1995,  the
Company  changed  its name to AimRite Holdings Corporation  (AHC)
under new management and ownership (see "Formation of AHC").  The
formation   of  AHC  was  for  the  purpose  of  exploiting   and
manufacturing  the COAST (Computer Optimized Adaptive  Suspension
Technology) system through a master license from a formerly-owned
subsidiary,  AimRite  Systems International,  Inc.  ("ASI")  (see
below).  During the period of 1988 to 1995, the Company's primary
activity was looking for a merger partner. Its principal place of
business is located at 525 Stevens Ave., Solana Beach, CA 92075.

The  Restated Articles of Incorporation filed on April 10,  1995,
authorized the Company to issue 50,000,000 shares of Common Stock
with  a  par value of $0.001 per share, and 10,000,000 shares  of
Preferred Stock with a par value of $0.001 per share. On  October
9,  1999,  the  Company amended the Articles of Incorporation  to
increase the authorized number of shares to 100,000,000 shares of
common stock, par value of $0.001 per share and 50,000,000 shares
of Preferred Stock, par value of $0.001 per share.

Total  common  shares issued and outstanding as of  February  18,
2000  is  28,957,605 of which 17,275,004 shares  are  restricted.
During  1999,  a  total of 444,576 shares of Series  B  Preferred
Stock  was  issued.  Details of the common  and  preferred  stock
issuances are listed in Item 10 below.

Drink World

On  March 31, 1995, the Company issued 1,750,000 shares of common
stock  to  acquire Drink World, Inc. The proposed acquisition  of
Drink World was to resolve a marketing conflict with a company in
the  State  of  California. On July 12, 1995, the acquisition  of
Drink  World  was terminated because the parties were  unable  to
agree  on  material terms. The stock was returned and  cancelled.
Two  months  later,  the  Company changed  its  name  to  AimRite
Holdings Corporation.

Formation of AimRite Holdings Corporation

The  name  change  to AHC was for the purpose of  exploiting  and
manufacturing  the COAST (Computer Optimized Adaptive  Suspension
Technology) system through a master license from a formerly-owned
subsidiary,  AimRite  Systems International,  Inc.  ("ASI")  (see
below).  During the period of 1988 to 1995, the Company's primary
activity  was  looking for a merger partner. The shareholders  of
the  Company  elected Kenneth P. Coleman and Richard Stanczyk  as
additional members of the board of directors, effective July  27,
1995. The shareholders also approved of the removal of William J.
Hickey as a Director and Officer of the Company on July 21, 1995.

Aimrite Systems International, Inc. ("ASI")

ASI was formed on January 15, 1993 under the laws of the State of
Nevada  for  the purpose of engaging in Research and Development,
Marketing,  and  sales  of computer operated  vehicle  suspension
systems.   On  May  25,  1993,  ASI  acquired  the  patents   and
technologies  for  the  COAST systems  from  Advanced  Suspension
Technologies, Inc. in a stock exchange.

Acquisition of ASI

On July 20, 1995, the Company entered into a Plan of Exchange and
Acquisition Agreement (the "Agreement") between itself  and  ASI.
Under the terms of the Agreement, the Company was to acquire  80%
of  the  issued  and outstanding shares of ASI  in  exchange  for
8,000,000 restricted common shares of the Company. Simultaneously
with  the  Agreement,  Dr. Coleman, the  president  and  a  major
shareholder  of ASI, was issued 5,500,000 shares of common  stock
of  AHC,  and  was  elected to AHC's Board of  Directors  and  as
President of AHC, effective July 27, 1995.

The Agreement was ratified by the shareholders of the Company  on
July 21, 1995.

Spin-off of ASI

In  early 1997, the ASI Board of Directors determined that it had
no  further  funds  available for the development  of  the  COAST
technology. KenMar Company Trust and AimRite Holdings Corporation
made  an offer to ASI encompassing the sale of assets in exchange
for  the  forgiveness  of  debt and the assumption  of  debt  and
liabilities.  The  assets  acquired  by  AHC  were  divided  into
"technology assets" and "hard assets". AHC assumed trade accounts
payable  in  the sum of $103,314.01, the account payable  to  the
patent  law  firm of Christie Parker and Hale in the  approximate
amount of $53,213.00; and a portion of the debt to KenMar Company
Trust  in the amount of $142,655.00. AHC transferred to all then-
existing  ASI stockholders one share of AHC stock for each  share
of  ASI stock they held. KenMar Company Trust transferred 426,584
shares of ASI back to ASI in return, forgave $100,000.00 of  debt
owed  it by ASI and assumed responsibility for ASI's payments  to
Lonnie  Woods  and James Hamilton, the developers  of  the  COAST
system, under their consulting agreements. The purchase price was
calculated  based  on the opinion of an outside certified  public
accountant  as  to  the  value  of the  assets  transferred.  The
negotiations  consisted of a presentation to  the  ASI  Board  of
Directors.  The  agreements  were  approved  by  a  disinterested
majority  of the board, that is no board member with any interest
or  holdings in AHC or KenMar Company Trust voted. The agreements
were  subject to being approved by the stockholders of ASI. At  a
special meeting of the stockholders of ASI in February, 1997, the
acquisition  of  the  assets and assumption  of  liabilities  was
approved by a disinterested majority of the stockholders of  ASI.
Neither  KenMar  Company Trust nor any related person  or  entity
received any AHC stock based on their ASI stock holdings.

KenMar   Company   Trust  received  patent  numbers   #4,722,548;
#4,651,838; #4,677,263; #5,529,152. These technologies covered by
these  patents  are discussed below. (See Item  2,  "Management's
Plan  of Operation - Patents") AHC did not have sufficient assets
at  the  time to acquire the patents and at the same time, assume
responsibility   for   patent  completion  and   the   consulting
agreements  with Mr. Woods and Mr. Hamilton. Under the  terms  of
the  licensing  agreement, AHC has an international non-exclusive
license with KenMar Company Trust to develop and market the COAST
technology. KenMar Company Trust receives an 8% royalty  on  each
system.   The  agreement  contains  a  non-circumvention  clause.
Management  believes that the lack of ownership  of  the  patents
will  not  have an impact on AHC because of the non-circumvention
clause of the licensing agreement.

The  spin-off of ASI was not registered under federal  securities
laws.  The  Company  is  and  was of the  opinion  that  no  such
registration  was  required. The shares of ASI  have  never  been
publicly  traded,  no market for those shares  exist,  no  market
maker  has been obtained to create a market, and no filings  have
been  prepared  or  filed  to  obtain  quotations  on  electronic
quotation systems. ASI has been and still is an inactive company.

KENMAR Company Trust

KenMar  Company Trust ("KenMar") is a private trust which invests
in   various  companies.  It  provides  all  management  services
including  President, Secretary, Legal, Marketing and Development
to  AHC.  There  is no conflict between its consulting  agreement
with  AHC and any other of its investments. The acquired  patents
and the licensing agreement are described above.

Through an International Licensing and Consulting Agreement  (the
"Agreement"),  between KENMAR and AHC dated  February  25,  1997,
KENMAR  obtained  ownership to several patents from  ASI.  KENMAR
appointed  AHC  as  its  non-exclusive master  licensee  for  the
manufacture, sales and distribution of products derived from  the
suspension  technology  for  the  entire  world  subject  to  its
performance of the terms of the agreement. Under the terms of the
Agreement,  KENMAR has the right to engage in similar  agreements
with  other master licensees for the same geographical area.  For
grant   of  the  licensing  rights,  AHC  transferred  to  KENMAR
1,700,000 shares of stock in ASI and 2,000,000 shares of stock in
AHC.  In further consideration for the grant of license, for each
sale,  KENMAR is entitled to receive 8% of the price  charged  by
the Company. KENMAR assigns 2% of the total payment due to KENMAR
to  James  Hamilton and Lonnie Woods, the two developers  of  the
COAST system, who are also the consultants, respectively, of  AHC
(see Item 5).

AimRite has a website that can be visited at www.aimrite.com.

The  Company is filing this registration statement on a voluntary
basis,  pursuant to section 12(g) of the Securities Exchange  Act
of  1934  (the  "Exchange Act"), in order to ensure  that  public
information  is  readily  accessible  to  all  shareholders   and
potential  investors,  and to increase the  Company's  access  to
financial  markets, and in order to adhere to the new Eligibility
Rules adopted by the NASD.

                        The Coast System

AimRite  Holdings  Corporation  (AHC),  through  a  non-exclusive
master license, holds the worldwide patent rights to a suspension
system  called Computer-Optimized Adaptive Suspension  Technology
(COAST)  through  the above-mentioned Agreement.  This  computer-
controlled  system  can adjust and control  up  to  nine  dynamic
suspension  parameters on all wheels of any land surface  vehicle
over 400 times per second.

The  COAST concept was born in 1985. All patents associated  with
the  COAST were developed by James Hamilton and Lonnie Woods, who
are  now  consultants to the Company through  an  agreement  with
KenMar Company Trust. The theory of operation was presented at  a
major  automotive conference in Michigan and later  published  in
the  November  1985  issue  of  IEEE Transactions  on  Industrial
Electronics. By 1987, some simple hydraulic test devices had been
developed  and several patents had been issued that  covered  the
fundamental  principles of the system. It was not until  recently
that  improvements in computer technology and miniaturization  of
electronic components have made the system commercially feasible.

There are two types of systems that control automobile suspension
-   active  and  passive.  Active  systems  operate  by  use   of
hydraulics,  with pumps, high-speed valves, and other  expensive,
heavy parts involved. Hydraulic feedback systems are required  so
that  a  central unit is made aware of the pressure  required  at
each wheel. Passive systems, while smaller and lighter, have  not
been  able  to  achieve  the performance normally  attributed  to
active  systems, since they do not adjust automatically  to  road
conditions, but are instead set by the driver.

The  COAST  system  provides  performance  comparable  to  active
systems  without the need for the types of components  needed  in
active systems. The performance is achieved utilizing inexpensive
hardware similar to that required for passive systems. With COAST
there  are  no  pumps,  hoses, servovalves, and  complex  sensory
feedback   units.   Instead,  it  uses  four  computer-controlled
hydraulic  units (6 units for a bus) to calculate and respond  to
changing  road  conditions  in milliseconds,  providing  comfort,
balance,  and  strength  while reacting to  situations  that  are
impossible  for  conventional shocks to  handle  adequately.  The
hardware,  located  at  each wheel, consists  of  a  damper,  two
solenoid  valves, and a position sensor, together with a computer
that  controls  response and transmits power to the  wheel  unit.
Each  computer is connected by wire to a central controller which
can  be  mounted  anywhere aboard the vehicle. In appearance,  it
could be mistaken for a small car stereo amplifier, yet can power
the entire hardware system using less wattage.

Each  system also includes a simple control panel near the driver
that  allows  for ride comfort adjustment of the suspension,  and
identifies  any problems or failures for quick repair.  There  is
also an optional air spring control module that controls the ride
height  and  automatic leveling to gravity for overnight  camping
for vehicles that have air suspensions (buses & RVs).

The  COAST  system is totally automatic, continuously  monitoring
and  controlling the vehicle's ride performance to  provide  soft
and   stable  ride  characteristics  at  all  times.  The   COAST
suspension system can be configured to any specific land  surface
transportation  vehicle  model such as cars,  trucks,  buses  and
agricultural  equipment. COAST adjusts and controls  up  to  nine
dynamic  areas  of a vehicle's suspension 400 times  per  second.
COAST,  through its computer-controlled technology,  adjusts  and
controls any land vehicle's suspension to simultaneously  provide
luxury  ride  and  handling for highway and off-road  conditions.
These nine parameters of vehicle motion are:

     1.    Roll:  refers to the tilt sideways of a  vehicle  when
       cornering.

     2.   Pitch: refers to the tilt forward or backward when vehicle
       is braking, cornering, or accelerating.

     3.   Sprung Natural Frequency (SNF): refers to the tendency of
       the vehicle to oscillate on the springs when started in motion.
       The  spring rate and vehicle weight determines the natural
       frequency of motion, typically about 1 Hz.

     4.   Unsprung Natural Frequency (UNF): refers to the tendency of
       the wheel to oscillate between the spring and the road surface
       when started in motion. The spring rate and wheel axle weight
       determines the natural frequency of motion, typically about 10
       Hz.

     5.    Stored Energy (SE): the energy stored in a spring when
       compressed. For the purposes of COAST, it refers to the energy in
       a suspension spring when it has been compressed beyond its normal
       position such as when a vehicle enters a steep driveway. The
       wheels compress upwards toward the chassis when hitting the ramp
       and release that energy by causing the front of the vehicle to
       rise sharply and the rear to squat downward. Because the rear has
       been lowered it has less than normal clearance when it hits the
       same ramp.

     6.   Pumping Down (PD): refers to a situation when the shock
       absorber compression forces during rapid wheel movements are less
       than the rebound force such that the net or total resulting force
       on the chassis is predominantly downward, thereby overpowering
       the spring force and pulling the chassis lower to the ground so
       that there may be sufficient clearance and bottoming out occurs.
7.   Bottoming Out (BO): this refers to the condition where a
bump or other influence on the chassis or wheel causes the axle
to try to rise toward the chassis closer than it can physically,
that is, to exceed the dynamic range of the travel of suspension.
This can cause a severe jolt to the passengers and possibly
damage the shock absorber or suspension.
8.   Topping Out (TO): this refers to the condition where a hole
or other influence on the chassis or wheel causes the axle to try
to fall away from the chassis further that it can physically,
that is, to exceed the dynamic range of the travel of the
suspension. This can cause a severe jolt to the passengers and
possibly damage the shock absorber or suspension.
9.   Height Control (HC): this refers to the adjustment of the
overall average height of the chassis above the road surface. It
is accomplished by changing the air pressure in air springs (if
used in the suspension).

                       Present Operations

The  Company's day to day operations now and during the past year
have  consisted  of  the  refinement  of  the  COAST  technology,
presentations  to  potential  customers,  consolidation  of   the
facilities,  manufacture  of systems for  installations  on  test
vehicles and raising of capital. (See "Item 2 - Test Vehicles")

                            Products

The  Company  has  completed development of the  full  automotive
application of the COAST system as well as the simplified system.
Development has not yet been completed for other applications.

All of the products will use the COAST technology. Because of its
small  size and tight weight, and the active control it provides,
management  believes  that COAST is the most powerful  suspension
system  ever  offered  to the automotive industry  with  hardware
similar  to  that required for passive systems. The COAST  system
achieves  its  flexibility  by  the  size  of  the  actuator   as
determined  by the weight of the vehicle. Ten systems  have  been
developed for installation on demonstration vehicles. No  further
testing is anticipated.

The  manufacturing costs vary with the cost of the raw  materials
for   the  computer  components  and  the  number  of  mechanical
components. Management anticipates that the internal  cost  of  a
unit,  on  a  mass-production basis, will  be  between  $400  and
$6,000,  depending upon the customers' requirements.  The  retail
value will be approximately double the internal cost.

                         Subcontractors

The  COAST  system will be manufactured initially  using  outside
vendors  to build all machined parts, components, circuit boards,
cables,  etc.  AHC  will  perform final assembly,  packaging  and
shipping of the product. As the production volume increases, more
of  the fabrication work will be brought `in-house' to lower  the
cost  and increase the market share. How fast production capacity
is  moved  inside  will  largely depend on  the  availability  of
capital for acquisition of the required equipment and facilities.

The  Company  has  entered  into  an  agreement  by  which  Logic
Innovations  will  manufacture the computer  components  for  the
COAST  technology.  Under  the terms  of  this  agreement,  Logic
Innovations,  Inc.  will  specify, design,  fabricate,  test  and
document  the  COAST  product.  The  Company  will  provide   the
completed  system  and  install it in  the  rolling  chassis  (GM
Suburban, see "Item 2"), as well as providing the costs  for  the
second pass of the tests, additional development costs and travel
costs to the Company facilities. The rate is $110.00 per hour for
hardware  and  software  engineers for effort  completed  in  San
Diego.  The Company has also entered into an agreement with  King
Technologies for the manufacturing of the valve components.

As  of  February  18, 2000, the Company had paid  $532,042.42  to
Logic Innovation, Inc. and $56,019.58 to King Technologies,  Inc.
for manufacturing on the Company's prototypes and test systems.

                      Current Developments

On   October  9,  1999,  the  Company  amended  its  Articles  of
Incorporation  to  increase the authorized number  of  shares  of
common  stock to 100,000,000 shares and the number of  shares  of
preferred  stock to 50,000,000, each with a par value  of  $0.001
per  share. The Company has classified 1,000,000 shares as Series
"A",  2,000,000  as Series "B" and 47,000,000 as Series  "C".  No
rights  or  other  terms have been set for Series  "C"  preferred
stock.  Series  A  preferred stock is  a  non-convertible  voting
stock,  in which the holders shall be entitled to have 100  votes
for  each  share  held. The Series B has no  voting  rights,  the
shares cannot be transferred, sold, pledged, encumbered or  given
away  for a period of one year following the acquisition of  said
shares. The rights, preferences, privileges and restrictions  for
Series C will be set by the Board at a future time.

On  November  18, 1999, the Company announced that  it  had  just
filed three new patent applications with the United States Patent
and   Trademark  Office.  These  applications  cover  significant
improvements  to  its  revolutionary  COAST  suspension   control
system, which is already protected by three existing patents. The
titles for these new applications are "Suspension Control Unit  &
Control  Valve," "Enhanced Computer Optimized Adaptive Suspension
System and Method" and "Enhanced Computer Optimized Adaptive  Air
Spring Suspension."

The new filings (combined with the existing patents) will protect
the  Company's  right  to  exploit the COAST  technology  through
manufacturing, licensing and/or joint venturing.  The  filing  of
these patents, which covers the final production COAST suspension
control  system,  will  also allow the Company  to  disclose  and
demonstrate  the  COAST  suspension  control  technology  to  the
automotive industry. AimRite will begin demonstrating  the  final
production COAST suspension control system to General Motors  and
other  major Original Equipment Manufacturing customers  starting
in December 1999.

                        Subsequent Events

On  February 24, 2000, the Company issued 60,000 shares of common
stock  valued  at  $1.39  per  share  in  exchange  for  services
rendered.

On  February  24,  2000, the Company issued 2,175,000  shares  of
common  stock  valued at $1.39 per share for  th  econversion  of
$3,023,250 of accounts payable

On  March  31, 2000, the Company issued 535,000 shares of  common
stock  valued  at  $1.33  per  share  in  exchange  for  services
rendered.

On  March  31, 2000, the Company issued 15,000 shares  of  common
stock valued at $1.33 per share for the conversion of $19,950  of
accounts payable.

On  May  4,  2000  the Company announced that it  had  signed  an
application development agreement with Oshkosh Truck Corporation.
Oshkosh  is a leader in trucks and truck bodies for the  defense,
construction,  fire  and  emergency,  refuse  and  snow   removal
markets. Their products are marketed worldwide under the Oshkosh,
Pierce and McNeilus brands.

Under  the terms of the agreement, AimRite will install  a  COAST
system  on  one  of Oshkosh's truck applications.  The  agreement
covers  system development and sales to Oshkosh for a  period  of
five years from the date of system approval.

On  May 8, 2000, the Company announced that it had increased  its
range of COAST actuators to accommodate very large vehicles  with
weights  in  excess of 10,000 pounds per wheel. The new  actuator
size, referred to as a K6, has a bore diameter of 3.25 inches and
is  capable  of generating control forces of up to 6,000  pounds.
The  new  actuator  has been added to the  line  of  existing  K1
through  K5 actuators (1,000 through 5,000 pounds, respectively).
The  COAST suspension control system now applies to nearly  every
wheeled vehicle manufactured today; from passenger cars and small
SUV's  (K1  actuators),  to very large trucks  with  over  10,000
pounds  per  wheel (K6 actuators). Each COAST suspension  control
unit consists of a hydraulic valve module that is connected to an
actuator  that replaces the existing shock absorber.  Each  valve
module  includes two control valves, sensors and a computer,  all
of  which remain the same. The only change required for each  new
vehicle  application is to select the correct actuator  size  and
scale the required gas charged reservoir accordingly.

On  May  9,  2000, the Company announced that it  had  signed  an
application development agreement with Pierce Manufacturing Inc.,
a wholly owned subsidiary of Oshkosh Truck Corporation. Pierce is
the leading North American manufacturer of custom fire apparatus.
Products  include custom and commercial pumpers, aerials,  rescue
trucks, wildland trucks, minipumpers and elliptical tankers.

Under  the  terms of the agreement, the Company  will  install  a
COAST  system on one of Pierce's fire trucks. Both this agreement
and  the previous Oshkosh agreement include financial, personnel,
and  facility  resource  commitments. The agreement  also  covers
system development and sales to Pierce for a period of five years
from the date of system approval. The addition of the Pierce fire
apparatus  to  the  scope of the recent Oshkosh agreement  allows
AimRite to also work with a proven innovative leader in the  fire
truck industry.

On  May 22, 2000, the Company issued 9,995 shares of common stock
valued  at  $2.00  per  share for the conversion  of  $19,389  of
accounts payable.

ITEM 2.   DESCRIPTION OF PROPERTY.

The  corporate  and  administrative offices are  located  at  525
Stevens  Ave.  West,  Solana Beach, CA  92075.  The  Company  has
entered  into a lease agreement with Shurgard which provides  the
Company  with a two story building of approximately 7,128  square
feet for corporate offices, research and development, testing and
installation  of the COAST systems on a one half acre  site.  The
ten year lease incorporates 20,000 square feet of land for future
expansion. The base rent is $10.80 per square foot (on an  annual
basis)  on  the building for 10 years with two ten  year  renewal
options. The lease also contains an option to terminate the lease
if the business is purchased with 6 months notice and the payment
of  9 months rent as a termination fee. The base monthly rent  of
$3,375.00 will increase according to the consumer price index  on
a  yearly  basis. The lease commenced in July, 1999. The  Company
obtained free rent for the first six months.

Since  the  company is incorporated in Nevada, it is required  to
maintain  a  resident  office in that state  in  which  corporate
documents are available. The resident office is located  at  3675
Pecos-McLeod, Suite 1400, Las Vegas, NV 89121. No activities take
place  in  the  resident office. All other activities  have  been
consolidated to the new facility described above.

ITEM 3.   LEGAL PROCEEDINGS

The  Company  is  not  a  party  to any  material  pending  legal
proceedings and, to the best of its knowledge, no such action  by
or against the Company has been threatened.

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

No such matters were submitted during the most recent quarter.

                             PART II

ITEM 5.   MARKET   FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER
          MATTERS.

                       Market Information

The  Company's common stock was previously listed on  the  OTC-BB
and  is now quoted on the Pink Sheets under the symbol AIMH.  The
stock was removed from the OTC-BB pending clearance by the SEC of
their  Registration  Statement on Form 10-SB in  compliance  with
NASD  regulations. The Company intends to apply to be  quoted  on
the OTC-BB upon such clearance.

There  are  230 record owners of the Company's common stock.  The
Company  has  never  paid  a cash dividend  and  has  no  present
intention of doing so in the foreseeable future.

The  Company  had 444,576 of its Series B preferred stock  issued
and  outstanding  as  of December 31, 1999.  The  211,640  shares
issued  to  James One Twelve, Ltd. on July 30, 1999 was converted
to common stock on or about August 4, 2000.

The  Company's common stock is considered a "penny  stock"  under
the Commission rules.

Effective August 11, 1993, the Securities and Exchange Commission
adopted Rule 15g-9, which established the definition of a  "penny
stock,"  for  purposes  relevant to the Company,  as  any  equity
security that has a market price of less than $5.00 per share  or
with  an exercise price of less than $5.00 per share, subject  to
certain exceptions. For any transaction involving a penny  stock,
unless  exempt,  the rules require: (i) that a broker  or  dealer
approve a person's account for transactions in penny stocks;  and
(ii)  the  broker or dealer receive from the investor  a  written
agreement  to  the  transaction, setting forth the  identity  and
quantity of the penny stock to be purchased. In order to  approve
a  person's account for transactions in penny stocks, the  broker
or  dealer  must (i) obtain financial information and  investment
experience  and  objectives  of  the  person;  and  (ii)  make  a
reasonable  determination that the transactions in  penny  stocks
are  suitable  for  that  person and that person  has  sufficient
knowledge  and experience in financial matters to be  capable  of
evaluating the risks of transactions in penny stocks. The  broker
or  dealer must also deliver, prior to any transaction in a penny
stock,  a disclosure schedule prepared by the Commission relating
to  the  penny stock market, which, in highlight form,  (i)  sets
forth  the  basis  on  which  the  broker  or  dealer  made   the
suitability  determination; and (ii) that the  broker  or  dealer
received  a signed, written agreement from the investor prior  to
the  transaction. Disclosure also has to be made about the  risks
of  investing  in  penny stocks in both public offerings  and  in
secondary  trading,  and about commissions payable  to  both  the
broker-dealer   and   the   registered  representative,   current
quotations  for  the  securities  and  the  rights  and  remedies
available  to  an  investor in cases  of  fraud  in  penny  stock
transactions.  Finally,  monthly  statements  have  to  be   sent
disclosing recent price information for the penny stock  held  in
the  account  and  information on the  limited  market  in  penny
stocks.

                            Dividends

The  Company has not paid any dividends on its common stock.  The
company currently intends to retain any earnings for use  in  its
business,  and does not anticipate paying cash dividends  in  the
foreseeable future.

ITEM 6.   MANAGEMENT'S PLAN OF OPERATION

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

This  statement  includes  projections  of  future  results   and
"forward-looking statements" as that term is defined  in  Section
27A  of  the  Securities Act of 1933 as amended (the  "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934  as
amended (the "Exchange Act"). All statements that are included in
this  filing,  other  than  statements of  historical  fact,  are
forward-looking  statements.  Although Management  believes  that
the  expectations  reflected in these forward-looking  statements
are  reasonable, it can give no assurance that such  expectations
will  prove  to have been correct. Important factors  that  could
cause  actual  results to differ materially from the expectations
are  disclosed in this Statement, including, without  limitation,
in conjunction with those forward-looking statements contained in
this Statement.

                        Plan of Operation

The  funding  has been received to implement the  business  plan.
There  are  no  plans for the Company to liquidate  or  become  a
"shell company".

The  COAST  system has been completed. Ten complete  systems  are
being   produced  to  install  on  demonstrated   vehicles.   The
operations are currently minimal, considering of installation  of
further refinements to the system and installation of the  system
on    vehicles   for   demonstration   to   Original    Equipment
Manufacturers. Currently, it is installed and being evaluated  on
two General Motors vehicles, a Yukon and Blazer. The Company will
install it on its own 1999 GMC Suburban

The  initial distribution strategy will be to begin sales of  the
COAST  product in automotive after-markets that have not seen  an
influx of new products, but whose products are generating profit.
The  after-market  is  that  market  that  sells  performance  or
appearance-enhancing products for vehicles after they  have  been
purchased  from  the  manufacturer. The  automotive  after-market
looks  for  new  products that have the ability to generate  high
profit  margins.  There  are  currently  no  computer  controlled
suspensions    available   for   any   automotive    after-market
applications. As a new product, the COAST suspension system  will
initially  have a high sticker price due to low volumes,  so  the
marketing   strategy  must  be  constructed  carefully   in   the
beginning.  There  are  three types of  `volume'  customers  that
AimRite can focus on before the final consumer.

     1.    Direct  OEM - AHC has started developing the  Original
       Equipment Manufacturing (OEM) business for the COAST system with
       high-end vehicles. These vehicles consist of luxury buses,
       motorhomes and heavy duty trucks. Sales will involve shipping
       systems direct to the OEM factories, representing the simplest
       distribution requirements. No formal agreements have been signed,
       although the Company has received inquiries from customers in
       this category. The Company will broaden this market by attending
       trade shows, making personal sales contacts with demonstrations,
       and publishing articles in trade publications.

     2.   OEM/Independent Customizers - These manufacturers offer
       special options, such as Chevrolet's Z71 Off-Road package which
       includes Bilstein shocks with special tire and wheel packages,
       and  Ford's Eddie Bauer limited edition truck package.  In
       addition, custom vehicle outfitters will be utilized. These
       businesses custom-build special sport utility vehicles, heavy
       duty trucks and buses that can cost twice as much as the factory
       vehicle.

     3.   Retail & Others - In addition to the OEM customers, AimRite
       is developing a program for the new & used auto dealerships,
       along with parts stores, to install the COAST system on used
       buses, motorhomes and heavy duty trucks. AimRite will also be
       exploiting  traditional automotive  distribution  channels
       worldwide, which include national chain stores, new car and truck
       dealerships,  high  performance  automotive  dealers   and
       distributors, military, motorhome dealers (new and  used),
       specialty shops, etc.

During  the development of the automotive after-market for  COAST
in the SUV, motorhome, truck and bus industries, AHC will prepare
to  enter a much larger market with a simplified version  of  the
COAST  system that is currently under development.  The  cost  of
this simplified system will be about 80% of the full system, with
only  a  small  reduction in performance. Since this  performance
loss  applies  primarily  to the off-road  and  high  performance
markets,  the impact will be minimal. More importantly,  the  new
system is smaller and more easily applied to the remainder of the
automotive market.

AimRite  will develop similar strategies for related suspensions,
such as seats on farm tractors and in luxury cars.

COAST's  technology, performance and cost of production  are  all
covered  by  hardware and software patent protection.  There  are
very  few  industry participants in this field because it  is  so
new.  The  major  automobile manufacturers have  been  developing
computer  controlled suspension systems for their luxury vehicles
and  some  other  major manufacturers of after-market  suspension
components have prototype systems that are proprietary  and  have
yet to appear as viable commercial systems.

There  are  and have been some active and semi-active  suspension
systems  on  high-end  OEM luxury cars (e.g.  Cadillac,  Lincoln,
Infiniti,   etc.),  but  there  are  no  after-market   computer-
controlled  suspensions systems. Although the Company's  business
plan initially targets specialty and after-market vehicles, COAST
is  equally useable on standard vehicles, such as the Ford Taurus
and Buick Century.

The  closest competitor in the after-market is a system developed
by  Hyrad  Corporation  and sold through  Rancho  Suspensions,  a
subsidiary  of  Tenneco.  It consists of  4  manually  adjustable
shocks connected to a control box on the dashboard. There  is  no
computer  or  intelligence of any kind. The driver must  manually
turn  a  knob to change the damping characteristics from soft  to
harsh.  Officers  of  Hyrad  have contacted  us  to  explore  the
possible application of the COAST controller and algorithms to  a
new  damper they are developing. However, the contact with  Hyrad
was  terminated after it was determined that its system could not
support the COAST technology.

Commercial  production  has  not yet commenced  while  tests  are
proceeding.   The   Company  is  considering  various   strategic
relationships that have presented themselves that, if consummated
prior to the completion of the tests, could eliminate the need to
expend  funds  to  create  manufacturing facilities.  Discussions
concerning these relationships have taken place but remain in the
preliminary stages. The Company is precluded from disclosing  the
names   of   the   companies  involved  due  to   confidentiality
agreements.

                          Test Vehicles

Ten systems have been developed for installation on demonstration
vehicles. No further testing is anticipated.

The Research and Development has been completed and the system is
currently  being  installed on two vehicles supplied  by  General
Motors.  The  Company  has  purchased  a  1999  GM  Suburban  for
demonstration  purposes. The Company has six  customers  who  are
evaluating  the  COAST suspension systems. The Company  has  made
contacts  with  a  number  of companies who  are  evaluating  the
technology.  AHC will either install a COAST system  on  vehicles
supplied  by the following potential clients for their evaluation
or  a  Company  owned vehicle equipped with the  system  will  be
provided for test drives.

     General  Motors  Corporation - AHC has installed  the  COAST
     system  on on a Chevrolet Blazer and a Yukon. General Motors
     has  ride-tested the Yukon and will select one  vehicle  for
     engineering tests at their desert proving ground in Arizona.

     Visteon Automotive Systems (Ford) - The Company will install
     a  COAST  system  on  a  vehicle  of  Visteon's  choice  for
     evaluation  of  the COAST technology. Visteon  is  a  global
     leader in designing innovative automotive technologies  that
     reflect   consumers'  top  concerns:  safety,   convenience,
     quality, and reliability.

     Tenneco Automotive (Monroe) - The Company has been asked  to
     provide a COAST-equipped vehicle for Tenneco's evaluation as
     soon as possible. They have indicated that if COAST works as
     well  as  claimed, they would get involved with AHC in  some
     way.  Tenneco  is one of the world's largest  producers  and
     marketers of ride control products and exhaust systems.

     Freightliner  Custom  Chassis  Corporation  -  The   Company
     expects to receive a Fleetwood motorhome for installation of
     a COAST system for evaluation. They have asked if production
     COAST  systems  will  be  available  by  the  end  of  1999.
     Freightliner is a manufacturer of premium class 3-8  chassis
     for  the school bus, delivery van, motorhome and shuttle bus
     industries and is the number one diesel manufacturer in  the
     Type A motorhome market, selling chassis to some 12 OEMs.

     Oshkosh Truck Corporation - AHC will install a COAST  system
     on  a  new  heavy-duty airport fire truck. Even  though  the
     truck  has 8 wheels and weighs in excess of 100,000  pounds,
     management  believes the COAST technology will  be  able  to
     significantly improve the ride safety & performance. Oshkosh
     has  also  expressed  interest in applying  COAST  to  other
     Oshkosh vehicles.

     National  Automotive Center (Military) -  AHC  has  provided
     drawings  of  the  COAST system for  integration  on  a  new
     military  truck  being developed. NAC  identifies  the  dual
     needs   of  the  military  and  industry  and  then   forges
     partnerships  to  provide innovative new  technologies.  The
     COAST  system  has been targeted for its new  COMBATT  truck
     program (COMmercially BAsed Tactical Truck). As part of  the
     COMBATT program, the Company will deliver a COAST system for
     evaluation  later this year, with additional systems  to  be
     delivered next year.

No  government approval or compliance with environmental  law  is
known by the Company to be necessary at this time.

Approximately 50% of Management's time was spent on research  and
development  in  the  last two fiscal years.  The  cost  of  such
activities is not borne directly by customers unless there  is  a
specialized  application  of COAST requested.  The  are  no  such
specialized applications under contract at this time.

                             Patents

The  COAST system is covered by patents that provide for a  17-20
year protection of the technology. AHC, through its non-exclusive
master license, will control the U.S. and Foreign issued patents.
KenMar  has the right to engage in similar agreements with  other
master  licensees for the same geographical area,  and  may  make
direct  sales of products derived from the suspension technology.
These  patents  are  related  to  computer-controlled  suspension
systems,  dampers,  positions switches, or vehicle  leveling  and
height  control  used on automobiles, trucks, and motor  coaches.
Through  the  terms  of the Agreement, the Company  will  pay  to
KENMAR a minimal royalty consisting of 8% of the price charged by
the Company. No royalty payments have been made to date.

The Company currently has new patent applications pending for the
following: Suspension Control Unit and Control Valve (a  hardware
patent  application  for a new metal valve  unit  for  the  COAST
system), Enhanced Computer Optimized Adaptive Suspension System &
Method  (a  software patent application covering  new  algorithms
relating  to  the  ride control) and Enhanced Computer  Optimized
Adaptive  Air  Spring Suspension (a software  patent  application
covering  new algorithms relating to applications to  air  spring
suspension systems).

                        Patent 4,651,838
              Air spring control system and method

ABSTRACT:  A method and system are set forth for determining  the
force necessary to separate a first and a second mass by using an
inflatable  member such as an air spring. More specifically,  the
invention  includes  a  weight on each spring  by  inflating  the
spring at a substantially constant rate. The pressure of the  gas
within the air spring is sensed at time intervals and, through  a
microprocessor  or  the like, the sensed  pressure  at  the  time
intervals  is  assembled into a pressure-time history.  From  the
pressure  time  history,  the pressure is  determined  which  the
chassis  begins to lift. The determined pressure is processed  to
give an indication of the weight of the chassis borne by the  air
spring.  The foregoing procedure is repeated for each air  spring
so  that a gross vehicle weight can be determined as well as  the
distribution of weight upon each air spring. Once weight borne by
each spring known, the control can supply the correct pressure to
the air spring to support such weight at the desired height.

SUMMARY: This was a computer-controlled airspring leveling system
for  RV's  that used the novel position sensor below to  maintain
ride height in a novel way. There was no damping control.

                        Patent 4,677,263
                   Air spring position switch

ABSTRACT:  A  position switch is set forth which  is  adapted  to
generate  a signal whenever two masses, such as a vehicle  sprung
and  un-sprung mass, are at or nearer than a desired spacing. The
switch  includes a grounded, conical, coiled spring  attached  to
one  mass, and an electrically charged plate secured to the other
mass.  The spring has a relaxed length to lie adjacent the  plate
when  the masses are at the desired spacing. When the masses  are
brought  together the spring contacts the plate,  is  compressed,
and  the plate is grounded generating a current signal indicating
that the masses are at or nearer than the desired spacing.

SUMMARY:  This  was  a novel position sensor used  on  the  above
computer-controlled  airspring  leveling  system  for  RV's.  The
sensor  was a spring that was installed inside an airspring  that
gave  a  simple signal when the proper ride height was  achieved.
This had no application to damping control.

                        Patent 4,634,142
          Computer optimized adaptive suspension system

ABSTRACT:  A  vehicle  suspension  system  in  which  a  computer
controls  damping and spring forces to optimize ride and handling
characteristics  under  a  wide range of  driving  conditions.  A
controllable shock absorber connected between the wheel and frame
of  the  vehicle  includes  a hydraulic  sensor,  which  provides
signals  to  the computer position signals to control compression
and   rebound   hydraulic  pressure  regulators  by  continuously
computing,  utilizing  programmed  algorithms,  compression   and
rebound  damping  forces that will yield  the  desired  ride  and
handling characteristics. An air spring may be connected with the
shock  absorber for compression and rebound along the same  axis.
Pressure  sensors  and air pressure inlet and outlet  valves  are
connected  to the computer for adjusting the pressure within  the
air spring to provide the desired spring rate.

SUMMARY:  This was the original COAST patent covering  the  COAST
control algorithms. At the time, we were among the first to break
up an invention and cover the novel control concepts (algorithms)
in  one  patent  and  the mechanical hardware (valves,  etc.)  in
another patent (4,634,142 & 4,722,548 respectively). This  patent
has  very  broad claims covering the COAST approach to suspension
control  using  superposition (summing)  of  constant  forces  to
handle all aspects of suspension control simultaneously.

                        Patent 4,722,548
  Computer optimized adaptive suspension system having combined
                 shock absorber/air spring unit

ABSTRACT:  A  vehicle  suspension  system  in  which  a  computer
controls  damping and spring forces to optimize ride and handling
characteristics  under  a  wide range of  driving  conditions.  A
combined shock absorber/air spring unit is connected between  the
wheel  and  frame  of  a vehicle. The shock absorber  includes  a
hydraulic  sensor, which provides signals to the computer,  which
are representative of the position of the piston within the shock
absorber.   The  computer  utilizes  these  signals  to   control
compression and rebound hydraulic pressure regulators to  produce
preprogrammed  compression and rebound damping forces  that  will
yield  the  desired  ride and handling. The  air  spring  may  be
connected  in series with the shock absorber for compression  and
rebound  along the same axis. Pressure sensors and  air  pressure
inlet  and  outlet  valves  are connected  to  the  computer  for
adjusting  the  pressure within the air  spring  to  provide  the
desired spring rate.

SUMMARY:  This was the original COAST patent covering  the  COAST
hydraulic  suspension hardware (complimenting the above  patent).
This patent has very broad claims covering the COAST approach  to
controlling the hydraulic fluid to support the algorithms of  the
control  patent.  The  key claims include the  implementation  of
novel pressure regulators to achieve suspension control using the
superposition of constant forces required by the algorithms.

                        Patent 5,529,152
    Variable constant force hydraulic components and systems

ABSTRACT:  An embodiment of the present invention is a valve  for
selectively  establishing communication of a fluid between  first
and  second  fluid  bodies  having first  and  second  pressures,
respectively. A valve element is carried within a valve body  for
linear   reciprocal  movement  along  a  valve   element   blocks
communication between the first and the second fluid  bodies  are
in  communication. The movement is responsive to a rearward force
exerted  by  the  fluid on the valve element  due  to  the  first
pressure.  The  rearward force is less than the  product  of  the
first  pressure  and a cross-sectional area of  the  first  fluid
swept  by the valve element. An actuator is located at or  behind
the  valve element for applying and modulating forward  force  to
the  valve  element  for controlling the response  of  the  valve
element  to the first pressure when the valve is located  between
the first and second positions.

SUMMARY:  This is a recent COAST patent covering improvements  to
the  original COAST hydraulic suspension system hardware. The key
claims  include  details for the actual design of novel  pressure
regulators  that are simple and cheap to manufacture yet  achieve
proper pressure control.

                        Cash Requirements

The  Company has expended approximately $6,500,000 on  the  COAST
technology throughout its development. This amount is  the  total
number  of hard dollars that has been invested by individuals  on
the development.

The  Company  can satisfy its cash requirements for the  next  12
months. It plans to raise additional funds, if necessary,  though
the exact method has not been discussed at this time.

                            Employees

The  current  staffing is very lean, being composed  of  a  small
number  of officers and directors working with a variety  of  key
consultants,   subcontracting  facilities  and   machine   shops.
Management  devotes  approximately  90%  of  their  time  to  the
Company.  At  present, there are no employees. As production  and
sales increase, full time personnel and staff will be acquired as
needed.

                      Year 2000 Compliance

All  computers  have  been  developed with  Year  2000  compliant
technology   by   Logic  Innovations.  All   testing   has   been
satisfactory.  No further tests are planned. The Company  has  no
information  on  testing  by potential  customers.  The  computer
control  system  used by COAST does not rely on dates,  therefore
Y2K is not an issue.

                          Risk Factors

The Company's business is subject to the following risk factors:

CHANGES    IN   THE   TRANSPORTATION   VEHICLE   INDUSTRY.    The
transportation  vehicle  business in  general,  and  the  vehicle
suspension  business in particular, are under  going  significant
changes,  primarily due to technological advances. These advances
have resulted in the availability of alternative types of vehicle
suspensions  such as Mazda's electronically controlled  hydraulic
shock  absorbers,  the Lotus hydraulic servo system,  and  Ford's
automatic  load  leveler.  Nissan-Infiniti  offers  an  extremely
complicated  system  consisting of  pumps,  hydraulic  actuators,
various  force  and height measuring sensors, and a sophisticated
computer  to control everything. Some models of Cadillac  have  a
new   suspension   called  Road  Sensing   System   (RSS)   which
incorporates  fast-acting  hydraulic  solenoid  valves,  position
sensors,  accelerometers and a computer module. It is  impossible
to  accurately  predict  the impacts that  these  and  other  new
technological  developments may have on  the  vehicle  suspension
industry.

RISKS OF VEHICLE SUSPENSION PRODUCTION. Many of the factors which
may  affect the Company and its affairs are subject to change  or
are  not  within the control of the Company, and  the  extent  to
which  such  factors could restrict the activities  or  adversely
affect  the viability of the Company or the value of its holdings
are not currently ascertainable.

The  success of a particular vehicle suspension model is  largely
dependent  upon  public  taste which is  both  unpredictable  and
susceptible for anyone to accurately predict the success  of  any
vehicle  suspension model may also be significantly  affected  by
the   popularity  of  other  projects  then  being   distributed.
Accordingly,  investors face the serious  risk  of  losing  their
entire  investment  if  the Company's  projects  are,  in  total,
commercially unsuccessful or unprofitable.

The  Company  will  be  subject to  the  risks  inherent  in  the
production  of vehicle suspensions including, without limitation,
delays   in   completion  of  production  causing  increases   in
production  costs  of  completing  the  production,  or  possible
abandonment of production.

GENERAL PRODUCTION RISKS. There is a general risk that commercial
production and marketing of vehicle suspension systems will never
commence.  Production risks include delays, death or  termination
of  key  personnel, cost overruns and defects  in  components  or
production  equipment. Delays may be caused  by  labor  disputes,
defective production equipment, incompetent personnel, or  design
flaws.  Cost overruns may occur if there are cost changes, design
changes,  uninsured losses from causes such as natural  disasters
or  delays  in  production,  or other  unplanned  expenses.  Each
vehicle  suspension  production  model  is  different,  and  past
performance is no guarantee of future success. Though the Company
has  taken  every  precaution to assure  commercially  successful
production  and marketing, circumstances could arise which  would
overcome  its  ability  to complete and/or  deliver  the  vehicle
suspension systems.

Some categories of personnel who may be involved in the Company's
projects  may also be members of guilds or unions, which  bargain
collectively with vehicle suspension system manufacturers  on  an
industry-wide  basis  from time to time. Any  work  stoppages  or
other  labor  difficulties  could delay  the  production  of  the
vehicle  suspension  systems, resulting in  increased  production
costs  and  delayed returns to Investors. The  Company  does  not
anticipate hiring any guild or union personnel.

REGULATORY FACTORS. The Company is regulated with respect to  the
offer  and  sale of its securities by federal and state  statutes
and  governmental regulatory bodies, including the SEC and  state
securities  regulatory bodies. Compliance with the  complex  laws
and  regulations  governing  the  business  of  the  Company   is
difficult, expensive, and time-consuming and requires significant
managerial supervision.

If  trading  were  to  be  halted by any regulatory  agency,  the
Company's  ability to complete its capitalization may be  totally
restricted.

Additionally,  failure to comply with such laws  and  regulations
could  result in material adverse effect on the Company. Further,
any changes in any of these laws and regulations could result  in
a material adverse effect on the Company.

The  Company is subject to all governmental regulations  relating
to  the  normal  operation  of a business  but  not  specifically
relating to the sale of the COAST technology.

LIMITED  OPERATING EXPERIENCE. The Company has not generated  any
revenues since its inception and has a limited operating history.
There  can  be no assurances that the Company will operate  at  a
profit.  There  can  be no assurances that the growth  strategies
identified  by  management will be successful, or,  if  they  are
successful, that they will have a positive effect on the earnings
of the Company.

ITEM 7.   FINANCIAL STATEMENTS.

The  financial statements and supplemental data required by  this
Item 7 follow the index of financial statements appearing at Item
13 of this Form 10K-SB.

ITEM 8.   CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS   ON
          ACCOUNTING AND FINANCIAL DISCLOSURE.

The  Registrant has not changed accountants since its  formation,
and  Management has had no disagreements with the findings of its
accountants.

                            PART III

ITEM 9.   DIRECTORS,  EXECUTIVE OFFICERS, PROMOTERS, AND  CONTROL
          PERSONS

DIRECTORS AND EXECUTIVE OFFICERS.

The  members of the Board of Directors of the Company serve until
the  next  annual  meeting of the stockholders,  or  until  their
successors have been elected. The officers serve at the  pleasure
of  the  Board of Directors. Information as to the directors  and
executive officers of the Company is as follows:

Name/Address             Age    Position
Mary Kay Koldeway-       43     President/
Coleman                         Secretary/Director
655 San Raodolfo Dr.
#124
Solana Beach, CA 92075
Richard Stanczyk         58     Treasurer/Director
1297 Orchard Glenn
Encinitas, CA 92024

Mary  Kay  Koldeway-Coleman; President/Secretary: Mrs.  Mary  Kay
Koldeway-Coleman has been a Director and Officer of  the  Company
since 1997.

Since 1993, Mrs. Coleman has also been an Officer and Director of
Aimrite   Systems  International,  Inc,  where   she   had   been
responsible for its day to day operations.

Since  1978,  Mrs.  Coleman has conducted  seminars  and  testing
placement programs for businesses and corporations. She consulted
with  Tunex  Corporation, Salt Lake City, Utah,  an  after-market
automotive  industry, and franchise organization.  She  has  also
worked in sales, management, payroll and workers' compensation.

From  1978 to 1980, Mrs. Coleman was an Assistant with  James  A.
Evenson, Economist & J.D., Boulder, Colorado. There she estimated
economic  losses  for personal injury and wrongful  death  cases,
maintained  client  files, designed and  developed  graphics  for
litigation,  and  prepared  legal  reports  for  expert   witness
testimony.

From  1980  to 1982, she was a Research Associate with  Frank  K.
Stuart  &  Associates,  Salt  Lake  City,  Utah.  She  collected,
organized  and  transcribed  business  correspondence  for  legal
review. She also wrote objective reports from collected documents
for counsel.

From  1982 to 1985, Mrs. Coleman was a Trade Director with Barter
Systems, Inc., Salt Lake City, Utah. There she maintained  client
requests  and  accounts,  purchased new  products,  obtained  new
accounts, was responsible for doubling trade volume in one  year,
and oversaw staff meetings.

From  1985  to  1990,  Mrs.  Coleman was  the  Vice-President  of
Operations  at  Goldman, Ltd., San Francisco,  California.  After
receiving  her  paralegal degree, she developed and  managed  the
company  as  a  new  corporation including  filing  the  required
articles  of incorporation and acquiring the necessary  licenses.
She  researched federal and state laws regarding label approvals,
international  shipping, bonding, customs  and  warehousing.  She
wrote  advertising  brochures  and  articles  in  national  trade
magazines. She also managed sales people and coordinated shipping
lines for international ocean freight.

Mrs. Mary Kay Coleman's educational background includes:

     BA   in  Psychology  &  Sociology,  Western  State  College,
       Gunnison, Colorado, 1978

     Paralegal  degree from Westminster College, Salt Lake  City,
       Utah, 1985

Richard Stanczyk; Treasurer

Richard  Stanczyk has been a director and Chief Financial Officer
of the Company since August, 1993. He has had no other employment
during that time.

From 1990 to 1993, Mr. Stanczyk was a Chief Financial Officer for
M.V.F. Marine, National City, California.

From  1978 to 1990, Mr. Stanczyk was self-employed as an enrolled
agent,   a  licensed  professional  representing  and  consulting
individuals,  partnerships  and  corporations  in   all   matters
relating  to  income,  payroll  and  taxation,  in  Colorado  and
California.

Mr. Stanczyk's educational background includes:

     Bachelor of Science Degree in Accounting, Detroit College

There  are  no  family  relationships  among  the  officers   and
directors.

                           Consultants

James  M.  Hamilton  has provided services as AHC's  Director  of
Engineering since 1994 under the consulting agreement with KenMar
Company Trust. He is the co-inventor of the COAST system  and  is
responsible for all development aspects of the computer  programs
and  hardware  associated with COAST. He has published  technical
papers  for the Institute of Electrical Electronic Engineers.  He
received  a BS in Electrical Engineering with Honors from  Loyola
University  in 1972 and his MS in Computer Science from  UCLA  in
1974. For 17 years (1972-1984 and 1988-1993) he worked for Hughes
Aircraft  Company  and  held  the  positions  of  Senior  Project
Engineer, Department Manager and Senior Scientist.

Lonnie K. Woods, the co-inventor of the COAST system, has been  a
consultant  to  KenMar Company Trust since  1994.  He  serves  as
Executive Director of COAST Operations under AHC's agreement with
KENMAR. He was the founder in 1969 and President of Rough  County
Inc.,  an off-road suspension company with annual sales  of  over
$6,000,000.  After  selling the company,  he  served  as  Project
Manager  (Mexico Operations) for Kelpie Industries USA Inc.  from
1988-1989. From 1990-1992, he was President of Deltron, Inc.  Mr.
Woods  has  used  his experience and contacts in  the  automotive
industry  to  help  AHC establish and implement  a  comprehensive
marketing and development plan for the COAST.

The  Company has not obtained key-man life insurance  or  entered
into any employment agreements with management.

ITEM 10.  EXECUTIVE COMPENSATION

No  compensation of directors or executive officers  is  paid  or
anticipated to be paid by the Company. Through the Licensing  and
Consulting Agreement [see "Exhibit 10.1, paragraph 5(a)],  KENMAR
provides  the  services of consultants to personally  assist  the
Company  in the closing of major potential sales by distributors.
The  Company,  in turn, pays KENMAR a $50,000 monthly  consulting
fee  for management, engineering, development and legal services.
The  Officers of the Company are consultants working for  KENMAR.
Any  compensation  is paid directly to them by KENMAR.  Mary  Kay
Koldeway-Coleman is also the Trustee for KENMAR Company Trust.

To date, KenMar has paid Mr. Stanczyk $45,000.00 and had paid Dr.
Coleman, the former President, $20,000.00.

ITEM 11.  SECURITY  OWNERSHIP  OF CERTAIN BENEFICIAL  OWNERS  AND
          MANAGEMENT.

The  following table sets forth each person known to the Company,
as of Tuesday, November 7, 2000, to be a beneficial owner of five
percent  (5%)  or  more  of the Company's common  stock,  by  the
Company's  directors individually, and by all  of  the  Company's
directors  and  executive officers as a group. Except  as  noted,
each person has sole voting and investment power with respect  to
the shares shown.

Title of   Name/Address                 Shares      Percentage
Class      of Owner                     Beneficial  Ownership
                                        ly Owned
Common     The Coleman Family Trust:    6,371,254      17.95%
           404 North Granados Ave.
           Solana Beach, CA 92075
Common     Stanczyk Investment Co.:        50,000       0.14%
           1297 Orchard Glen Circle
           Encinitas, CA 92024
Common     Richard Stanczyk               575,000       1.62%
           1297 Orchard Glen Circle
           Encinitas, CA 92024
Common     Rick Stanczyk                   26,800       0.08%
           1297 Orchard Glen Circle
           Encinitas, CA 92024
Common     Total Ownership over 5% and  7,023,054      19.79%
           Directors and Officers (2
           individuals)

Beneficial Ownership of Preferred Stock:
Preferred   Independent Marketing          38,000      16.31%
(Series B)  Associates Ltd
            Mr. Lewis Rowe
            P.O. Box 1561 GT
            Zephyr House
            Mary Street
            Grand Cayman Islands
            British West Indies
Preferred   Infinity Enterprises          159,936      68.66%
(Series B)  Principal: Mr. Paul O'Malley
            3331 Wood Parrish
            Los Angeles, CA 90027
Preferred   Richard & Lynn Escajeda        25,000      10.73%
(Series B)

Please Note: Mary Kay Koldeway-Coleman is the beneficial owner of
the shares held by The Coleman Family Trust. Richard Stanczyk  is
the  beneficial owner of the Stanczyk Investment Co. and together
with the stock in his name, he holds a total of 651,000 shares of
the Company's common stock.
Added Note: The Series B preferred stock has no voting rights. No
preferred stock, other than Series B, has been issued.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There are no promoters of the Company.

Mary  Kay  Koldeway-Coleman also serves as the  Trustee  for  the
KENMAR Company Trust. KENMAR currently holds the patents to which
the Company is a licensee. KENMAR also has a consulting agreement
in which the Company pays KENMAR a monthly consulting fee.

The  Company  has  no  policy prohibiting it from  entering  into
transactions with affiliates.

Note:  The  major  stock  holder  of  the  Company,  KENMAR,   is
controlled  by  Mary  Kay  Koldeway-Coleman,  the  President  and
Secretary of the Company. Ms. Koldeway-Coleman is also the  major
stockholder of ASI.

Added  Note:  The  officers, directs, and key  employees  of  the
Company  are  paid through agreements with KENMAR. The  President
and  Secretary is a trustee of KENMAR. In situations in which the
Company's  Board of Directors must approve transactions involving
KENMAR, it is impossible to achieve a disinterested majority. The
Directors,  therefore, will act with the  best  interest  of  the
shareholders in mind.

ITEM 13.  FINANCIAL STATEMENTS AND EXHIBITS.

FINANCIAL STATEMENTS

          Report   of  Independent  Auditors,  HJ  &  Associates,
            L.L.C., dated June 16, 2000

          Balance Sheet as of December 31, 1999.

          Statement of Operation for the years ended December 31,
            1999  and  December 31, 1998; from the  inception  of
            the  development  stage on January  1,  1997  through
            December 31, 1999.

          Statement of Stockholders' Equity.

          Statement  of  Cash Flows for the years ended  December
            31,  1999  and December 31, 1998; from the  inception
            of  the  development stage on January 1, 1997 through
            December 31, 1999.

          Notes to Financial Statements

                  INDEPENDENT AUDITOR'S REPORT

                       Board of Directors
                  Aimrite Holdings Corporation

(A Development Stage Company)
Solana Beach, California

We  have  audited  the  accompanying  balance  sheet  of  Aimrite
Holdings Corporation (a development stage company) as of December
31,  1999 and the related statements of operations, stockholders'
equity (deficit) and cash flows for the years ended December  31,
1999 and 1998 and from the inception of the development stage  on
January  1,  1997  through  December 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 audit.

We  conducted  our  audit in accordance with  generally  accepted
auditing  standards. Those standards require  that  we  plan  and
perform  the  audit to obtain reasonable assurance about  whether
the  financial  statements are free of material misstatement.  An
audit  includes  examining, on a test basis, evidence  supporting
the amounts and disclosures in the financial statements. An audit
also  includes  assessing  the  accounting  principles  used  and
significant  estimates made by management, as well as  evaluating
the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In  our  opinion,  the  financial statements  referred  to  above
present  fairly, in all material respects, the financial position
of  Aimrite Holdings Corporation (a development stage company) as
of  December 31, 1999 and the results of its operations  and  its
cash  flows  for the years ended December 31, 1999 and  1998  and
from  the inception of the developemnt stage on January  1,  1997
through  December 31, 1999 in conformity with generally  accepted
accounting principles.

The accompanying financial statements have been prepared assuming
the  Company  will continue as a going concern. As  discussed  in
Note  4  to  the financial statements, the Company  has  suffered
recurring  losses  from  its operations and  has  no  established
source  of  revenue  which  raises substantial  doubt  about  its
ability  to  continue  as a going concern. Management's  plan  in
regard  to  these  matters  is also  described  in  Note  4.  The
financial  statements do not include any adjustments  that  might
result from the outcome of this uncertainty.



/s/ HJ & Associates, LLC
HJ & Associateds, LLC
Salt Lake City, Utah
June 16, 2000

                  AIMRITE HOLDINGS CORPORATION
                  (A Development Stage Company)
                          Balance Sheet

  <TABLE>
                                       <C>
  <S>
                        ASSETS
                                       December 31,
                                       1999
                                        -----------
  CURRENT ASSETS

  Cash                                   $  188,839
                                         ----------
  Total Current Assets                      188,839

  PROPERTY AND EQUIPMENT (Note 2)

  Leasehold improvements                     39,724
  Equipment                                   4,400
  Furniture and office equipment             37,955
  Less accumulated depreciation             (6,243)
                                         ----------
  Total Property and Equipment               75,836

  OTHER ASSETS

  Deposits                                    6,547
                                         ----------
  Total Other Assets                          6,547
                                         ----------
  TOTAL ASSETS                           $  271,222
                                         ==========
  </TABLE>

 The accompanying notes are an integral part of these financial
                           statements

                                4

                  AIMRITE HOLDINGS CORPORATION
                  (A Development Stage Company)
                    Balance Sheet (Continued)
<TABLE>
<S>                                                <C>
          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                                                     December 31,
                                                         1999
                                                     ------------
CURRENT LIABILITIES

Accounts payable                                       $ 3,170,175
Note Payable (Note 5)                                       14,985
Accrued liabilities                                          6,085
Note payable - related pary (Note 6)                       209,869
                                                       -----------
Total Current Liabilities                                3,401,114
                                                       -----------

STOCKHOLDERS' EQUITY (DEFICIT)

Preferred stock, $0.001 par value; authorized
50,000,000
shares; 444,576 shares issued and outstanding                  444
Common stock, $0.001 par value; authorized
100,000,000
shares; 28,957,605 shares issued and outstanding            28,958
Additiona paid-in capital                               13,644,195
Accumulated deficit                                       (49,484)
Deficit accumulated during the development stage      (16,754,005)
                                                      ------------

Total Stockholders' Equity (Deficit)                   (3,129,892)
                                                      ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)                                               $  271,222
                                                      ============
</TABLE>

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

                                5
                  AIMRTIE HOLDINGS CORPORATION
                  (A Development Stage Company)
                    Statements of Operations
<TABLE>
<S>                              <C>            <C>              <C>
                                                                    From the
                                                                  Beginning of
                                                                      the
                                                                  Development
                                                                    Stage on
                                            For the                January 1,
                                          Years Ended             1997 Through
                                          December 31,            December 31,
                                     1999            1998             1999
                                  ----------      -----------    -------------
REVENUE                               $     -           $     -         $     -
                                  -----------     -------------   -------------
                                            -
EXPENSES

General and administrative          4,018,743         3,839,838       8,734,411
Research and development              660,688           143,542         804,230
Depreciation expense                    6,243                 -           6,243
                                  -----------     -------------   -------------

Total Expenses                      4,685,674         3,983,380       9,544,884

LOSS BEFORE OTHER INCOME
(EXPENSES)
                                  (4,685,674)       (3,983,380)     (9,544,884)
                                  -----------     -------------   -------------

OTHER INCOME (EXPENSES)

Interest income                        13,475                 -          13,475
Interest expense                      (6,085)       (1,126,027)     (1,149,195)
Loss on valuation of assets                 -       (6,202,308)     (6,202,308)
                                  -----------     -------------   -------------

Total Other Income (Expenses)           7,390       (7,328,335)     (7,338,028)
                                  -----------     -------------   -------------

LOSS BEFORE EXTRAORDINARY INCOME  (4,678,284)      (11,311,715)    (16,882,912)
                                  -----------     -------------   -------------

EXTRAORDINARY INCOME

Gain on debr release                        -           128,907         128,907
                                  -----------     -------------   -------------

Total Extraordinary Income                  -           128,907         128,907
                                  -----------     -------------   -------------
NET LOSS                         $(4,678,284)     $(11,182,808)   $(16,754,005)
                                 ============     =============   =============

BASIC LOSS PER SHARE (Note 2)     $    (0.16)       $    (0.56)
                                  ===========     =============
</TABLE>

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

                                6

                          AIMRITE HOLDINGS CORPORATION
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)
<TABLE>
<S>                   <C>         <C>       <C>          <C>       <C>          <C>           <C>
                                                                    Additional     Stock
                         Preferred Stock         Common Stock        paid-in    Subscription   Accumulated
                        Shares     Amount      Shares     Amount     Capital    Receivable      Deficit
                      ---------   --------   ---------   --------   ---------    ---------     ---------
Balance, December 31,          -    $     -    8,926,001  $  8.926    $ 692,551     $     -     $ (49,484)
1996
Common stock issued
for
cash at $0.07 per              -          -      442,319       443       30,557           -              -
share
Common stock issued
for
Licensing Agreement
at
$0.63 per share                -          -    2,000,000     2,000    1,252,643           -              -
Cancellation of
investment in
subsidiary                     -          -            -         -    4,633,918           -              -
Common stock issued
for
consulting fees at
$0.10 per share                -          -    1,054,275     1,054      104,373           -              -
Net loss for the year
ended December 31,
1997                           -          -            -         -            -           -      (892,913)
                       ---------   --------   ----------  --------  -----------  ----------   ------------
Balance, December 31,
1997                           -          -   12,422,595    12,423    6,714,042           -      (942,397)
Common stock issued
for
cash at $0.10 per
share                          -          -    2,500,000     2,500      247,500   (250,000)              -
Common stock issued
for
services at at $0.63
per share                      -          -    6,035,010     6,035    3,820,125           -              -
Common stock issued
for
debt conversion and
interest expense at
$0.25 per share                -          -    6,000,000     6,000    1,499,100           -              -
Net loss for the year
ended December 31,
1998                           -          -            -         -            -           -   (11,182,808)
                       ---------   --------   ----------  --------  -----------  ----------   ------------
Balance, December 31,
1998                           -     $    -   26,957,605  $ 26,958  $12,280,767  $(250,000)  $(12,125,205)
                       ---------   --------   ----------  --------  -----------  ----------   ------------
</TABLE>

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

                                        7

                          AIMRITE HOLDINGS CORPORATION
                          (A Development Stage Company)
            Statements of Stockholders' Equity (Deficit) (Continued)
<TABLE>
<S>                   <C>         <C>        <C>         <C>       <C>          <C>           <C>
                                                                    Additional     Stock
                         Preferred Stock         Common Stock        paid-in    Subscription   Accumulated
                        Shares     Amount      Shares     Amount     Capital    Receivable      Deficit
                      ---------   ---------   ---------  --------   ---------    ---------     ---------
Common stock issued
for
cash at $0.25 per              -     $    -    2,000,000  $  2,000     $498,000           -              -
share
Preferred stock
issued
for cash from $1.89
to
$2.00 per share          444,576        444            -         -      865,428           -              -
Payment received on
stock subscription
receivable                     -          -            -         -            -     250,000              -
Net loss for the year
ended December 31,
1999                           -          -            -         -            -           -    (4,678,284)
                       ---------   --------   ----------  --------  -----------  ----------   ------------
Balance, December 31,
1999                     444,576    $   444   28,957,605  $ 28,958  $13,644,195      $    -  $(16,803,489)
                       =========   ========   ==========  ========  ===========  ==========   ============
</TABLE>

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

                                        8

                AIMRITE HOLDINGS CORPORATION
                (A Development Stage Company)
                  Statements of Cash Flows
<TABLE>
<S>                             <C>            <C>             <C>
                                                                  From the
                                                                Beginning of
                                                                    the
                                                                Development
                                                                  Stage on
                                           For the               January 1,
                                         Years Ended            1997 Through
                                        December 31,            December 31,
                                     1999           1998            1999
                                  ----------    ------------   -------------
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                        $(4,678,284)    $(11,182,808)   $(16,754,005)
Adjustment to reconcile net
loss
to net cash used by operating
activities:
Stock issued to services and
interest expense                           -        4,941,260       5,046,687
Debt forgiveness                           -        (128,907)       (128,907)
Write-off of if subsidiary
receivable                                 -                -         651,980
Depreciation                           6,243                -           6,243
Loss on valuation of assets                -        6,202,308       6,202,308
Changes in operating assets and
liabilities:
Increase in accounts payable       3,167,651              953       3,172,621
Increase (decrease) in accrued
liabilities                          (4,685)            9,926       (200,030)
(Increase) in deposits               (6,547)                -         (6,547)
                                ------------      -----------    ------------
Net Cash Used in Operating
Activities                       (1,515,622)        (157,268)     (2,009,650)
                                ------------      -----------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property and            (82,079)                -        (82,079)
equipment
                                ------------      -----------    ------------
Net Cash Used in Investing
Activities                          (82,079)                -        (82,079)
                                ------------      -----------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES

Payment on notes payable            (39,229)                -        (39,229)
Proceeds from notes payable                -          157,296         471,043
Proceeds from notes payable -
related party                        209,869                -         209,869
Proceeds from issuance of
preferred stock                      865,872                -         865,872
Proceeds from issuance of
common stock                         500,000                -         523,000
Proceeds from stock
subscription
receivable                           250,000                -         250,000
                                ------------      -----------    ------------
Net Cash Provided by Financing
Activities                         1,786,512          157,296       2,280,555
                                ------------      -----------    ------------
NET INCREASE IN CASH                 188,811               28         188,826

CASH, BEGINNING OF PERIOD                 28                -              13

CASH, END OF PERIOD                 $188,839          $    28        $188,839
                                ============      ===========    ============
</TABLE>

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

                              9

                AIMRITE HOLDINGS CORPORATION
                (A Development Stage Company)
                  Statements of Cash Flows
<TABLE>
<S>                             <C>            <C>             <C>
                                                                  From the
                                                                Beginning of
                                                                    the
                                                                Development
                                                                  Stage on
                                           For the               January 1,
                                         Years Ended            1997 Through
                                        December 31,            December 31,
                                     1999           1998            1999
                                  ----------    ------------   -------------

CASH PAID FOR:

Interest                            $  1,400       $        -      $        -
Income taxes                        $      -       $        -      $        -

NON-CASH FINANCING ACTIVITIES:

Stock issued for services and
interest expense                    $      -       $4,941,260      $5,046,687
Stock issued for debt               $      -       $  400,000      $  400,000
conversion
</TABLE>

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

                             10

                AIMRITE HOLDINGS CORPORATION
                (A Development Stage Company)
              Notes to the Financial Statements
                      December 31, 1999

NOTE 1 -  ORGANIZATION HISTORY

        The  Company was organized September 6, 1988  as  Q-
        Com Corp. under the laws of the State of Nevada.  On
        March  31,  1995,  its  name was  changed  to  Drink
        World,  Inc.  On July 21, 1995, the Company  changed
        its name to Aimrite Holdings Corporation (AHC).

        On July 24, 1995, the stockholders approved a 2-for-
        1  forward stock split and approved changing the par
        value from $0.01 to $0.001. The Company changed  the
        authorized   number  of  shares  of   common   stock
        50,000,000  and  authorized  10,000,000  shares   of
        preferred stock at $0.001 par value.

        On  July  25,  1995,  the Company  issued  8,000,000
        shares  of  common stock to acquire an 80%  interest
        in Aimrite Systems International, Inc. (ASI).

        During  1996,  AHC issued 676,000 shares  of  common
        stock  to  pay  debts  of  ASI.  The  Company   also
        approved a 1-for-20 reverse stock split.

        On  February  5,  1997,  the  stockholders  approved
        "spinning-off"   the  subsidiary,   ASI,   effective
        February  12, 1997. AHC acquired all of the  assets,
        except  patents, and all of the liabilities  of  ASI
        by  returning  1,105,080 shares of ASI common  stock
        to  ASI.  The Company also gave 1,753,400 shares  of
        ASI  stock  to acquire a master marketing  agreement
        and  426,548 shares for a master license to use  the
        patents.  An  additional  2,000,000  shares  of  AHC
        stock  was used to acquire the license and marketing
        agreements.  Under  the terms  of  the  license  and
        marketing  agreements,  AHC  will  also  pay  an  8%
        royalty for the right to manufacture and market  the
        computer  controlled  shock absorber  system  and  a
        computer  controlled air suspension system developed
        by ASI.

        On   October  9,  1999,  the  Company  amended   the
        articles   of   incorporation   to   increase    the
        authorized  number  of shares of  common  stock  and
        preferred   stock  to  100,000,000  and  50,000,000,
        respectively,  while maintaining  their  $0.001  par
        value.

NOTE 2 -  SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES

        Accounting Method

        The  Company  uses the accrual method of  accounting
        and has adopted a December 31 year end.

        Basic Income (Loss) Per Share

        The  computations of basic loss per share of  common
        stock  are  based on the weighted average number  of
        common  shares outstanding during the period of  the
        financial statements as follows:
        <TABLE>
        <S>                        <C>             <C>
                                        For the Years Ended
                                            December 31,
                                        1999            1998
                                      --------       ---------

        Basic loss per share from
        continuing operations

        Loss (numerator)            $ (4,678,284)   $(11,311,715)
        Shares (denominator)           28,612,400      19,961,889
        Per share amount            $      (0.16)   $      (0.57)
        </TABLE>

                             11

                AIMRITE HOLDINGS CORPORATION
                (A Development Stage Company)
              Notes to the Financial Statements
                      December 31, 1999

NOTE 2 -  SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES
(Continued)

        Basic Income (Loss) Per Share (Continued)
        <TABLE>
        <S>                          <C>            <C>
                                          For the Years Ended
                                             December 31,
                                         1999            1998
                                       --------       ---------
        Basic income per share from
        extraordinary item:
        Income (loss) (numerator)    $          -   $      128,907
        Shares (denominator)           28,612,400       19,961,889
        Per share amount             $          -   $         0.01

        Basic income (loss) per share:

        Income (loss) (numerator)    $(4,678,284)   $ (11,182,808)
        Shares (denominator)           28,612,400       19,961,889
        Per share amount             $     (0.16)   $       (0.56)
        </TABLE>

        Common  stock  equivalents, consisting  of  warrants
        and   options,  have  not  been  included   in   the
        calculation  for the years ended December  31,  1999
        as their effect is antidilutive.

        Income Taxes

        As  of  December  31, 1999, the Company  had  a  net
        operating loss carry forward for federal income  tax
        purposes  of approximately $16,000,000 that  may  be
        used  in  the future years to offset taxable  income
        through  2019.  The  tax benefit of  the  cumulative
        carryforwards  has  been  offset  by   a   valuation
        allowance of the same amount.

        Cash and Cash Equivalents

        For  purposes  of financial statement  presentation,
        the  Company considers all highly liquid investments
        with  a  maturity of three months or less, from  the
        date of purchase to be cash equivalents.

        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 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.

        Valuation Allowance

        The  Company  evaluates  the recoverability  of  the
        marketing  agreement  and  other  intangible  assets
        such  as  technology and drawings, and  reviews  the
        amortization  period  on an  annual  basis.  Several
        factors   are   used  to  evaluate   their   assets,
        including  but  not  limited to: management's  plans
        for  future operations, recent operating results and
        projected, undiscounted cash flows. The Company  has
        established  a  valuation  allowance  of  $6,034,433
        which   will   be  evaluated  whenever   events   or
        circumstances indicate a possible impairment.

                             12

                AIMRITE HOLDINGS CORPORATION
                (A Development Stage Company)
              Notes to the Financial Statements
                      December 31, 1999

NOTE 2 -  SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES
(Continued)

        Advertising

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

        Prior Period Reclassification

        Certain  1998  balances have  been  reclassified  to
        conform  to  the presentation of the 1999  financial
        statements.

        Property and Equipment

        Property   and   equipment  are  stated   at   cost.
        Expenditures  for small tools, ordinary  maintenance
        and  repairs are charged to operations as  incurred.
        Major  additions  and improvements are  capitalized.
        Depreciation  is  computed using  the  straight-line
        and  double declining balance method over  estimated
        useful lives as follows:
        <TABLE>
        <S>                              <C>           <C>
        Leasehold improvements           10 years      Straight-line
        Furniture and office equipment   5-10 years    Double declining balance
        </TABLE>

        Depreciation  expense for the years  ended  December
        31,   1999   and   1998   was   $6,243   and   $-0-,
        respectively.

        Revenue Recognition

        The  Company  currently has no source  of  revenues.
        Revenue  recognition  policies  will  be  determined
        when principal operations begin.

        Research and Development

        The  Company follows the policy of charging research
        and development costs to expense as incurred.

        Change in Accounting Principle

        In   June  1998,  the  FASB  issued  SFAS  No.  133,
        "Accounting  for Derivative Instruments and  Hedging
        Activities"  which  requires  companies  to   record
        derivatives  as assets or liabilities,  measured  at
        fair  market  value. Gains or losses resulting  from
        changes in the values of those derivatives would  be
        accounted   for  depending  on  the   use   of   the
        derivative  and  whether  it  qualifies  for   hedge
        accounting.  The key criterion for hedge  accounting
        is  that  the  hedging relationship must  be  highly
        effective  in achieving offsetting changes  in  fair
        value  or cash flows. SFAS No. 133 is effective  for
        all  fiscal quarters of fiscal years beginning after
        June  15,  1999. The adoption of this statement  had
        no   material  impact  on  the  Company's  financial
        statements.

        Concentration of Risk

        The  Company  maintains its  cash  in  bank  deposit
        accounts    at   high   credit   quality   financial
        institutions.  The  balances, at times,  may  exceed
        federally insured limits.

                AIMRITE HOLDINGS CORPORATION
                (A Development Stage Company)
              Notes to the Financial Statements
                      December 31, 1999

NOTE 3 -  WARRANTS AND OPTIONS

        There  are  no  warrants or options  outstanding  to
        acquire  any  additional shares of common  stock  of
        the Company.

NOTE 4 -  GOING CONCERN

        The   Company  has  had  no  operations  since   the
        beginning of the development stage. The Company  has
        not  established revenues sufficient  to  cover  its
        operating costs and allow it to continue as a  going
        concern. The Company is currently seeking to  obtain
        funds  to  begin manufacturing. The  Company  is  in
        negotiations  with various automobile  manufacturers
        to  license their computerized controlled automotive
        suspension systems.

NOTE 5 -  NOTE PAYABLE

        On  December  31,  1999,  the  Company  had  a  note
        payable due to its patent attorney of $14,985.  This
        note is unsecured and bears interest at the rate  of
        8%  per  annum. This amount, along with the  accrued
        interest of $355, is delinquent.

NOTE 6 -  NOTE PAYABLE - RELATED PARTY

        From  time  to time the Company borrows  funds  from
        its  Director and President. At December  31,  1999,
        the  Company had a note payable due to this  related
        party  of $209,869. This note is unsecured  and  due
        upon  demand. Interest has been accrued on the  note
        at 8% per annum.

NOTE 7 -  PREFERRED STOCK

        The  shareholders  of  the Company  have  authorized
        50,000,000  shares of preferred  stock  with  a  par
        value  of $0.001, consisting of 1,000,000 shares  of
        Series   A,  2,000,000  shares  of  Series  B,   and
        47,000,000  shares of Series C.  The  terms  of  the
        Series  A and Series B preferred stock are described
        below.  The  terms of the Series C  preferred  stock
        will be set by the Board at a future time.

        Series A

        At  December  31,  1999, there  are  -0-  shares  of
        Series  A  preferred stock issued  and  outstanding.
        Each  share  of the preferred stock is voting  stock
        and  is  entitled to 100 votes for each share  held.
        These  shares  are  not  convertible  to  shares  of
        common   stock.  No  sale  of  assets,  dissolution,
        merger, acquisition or amendment of the articles  of
        incorporation shall occur without the approval of  a
        majority  of  the  holders  of  preferred  Series  A
        stock.

                AIMRITE HOLDINGS CORPORATION
                (A Development Stage Company)
              Notes to the Financial Statements
                      December 31, 1999

NOTE 7 -  PREFERRED STOCK (Continued)

        Series B

        At  December 31, 1999, there are 444,576  shares  of
        Series  B  preferred stock issued  and  outstanding.
        Holders  of  Series  B  preferred  shares  will  not
        transfer,  sell, pledge, encumber or give  away  any
        of  the  shares  transferred to them  for  one  year
        following  their acquisition. The Series B preferred
        shares  shall  be  convertible to shares  of  common
        stock  after  one year at the rate of one  share  of
        common  stock  for one share of Series  B  preferred
        shares.   After  one  year,  holders  of  Series   B
        preferred  shares (or shares of common  stock  which
        are  held  pursuant to the conversion rights)  shall
        offer  the Company the right to purchase the  shares
        at  a price which is one half of the average of  the
        bid  and  ask  price over the 10 days prior  to  the
        sale  to  the Company and the Company shall purchase
        at  that  price. If the holder of Series B preferred
        shares  receives a higher offer, the  Company  shall
        have  the right of first refusal to purchase all  of
        the  shares  that the holder would transfer  at  the
        offered  price.  The  holder of Series  B  preferred
        shares  shall obtain the reasonable business  advice
        of   the   Company   before  encumbering,   selling,
        pledging or giving away any of the shares.

NOTE 8 -  COMMITMENTS AND CONTINGENCIES

        On  June 20, 1999, the Company entered into a  lease
        agreement  for  the  premises  in  which  they  will
        operate.  The  agreeement specifies  a  term  of  10
        years,  commencing on June 21, 1999  and  continuing
        until  May  31, 2009, with a monthly pay of  $6,547.
        Minimum  lease  commitments  for  the  years   ended
        December  31,  2999 through December  31,  2005  are
        $78,564 per year.

NOTE 9 -  SUBSEQUENT EVENTS

        On  February  24, 2000, the Company  authorized  the
        issuance  of 60,000 shares of common stock at  $1.39
        per  share in exchange for services rendered  during
        2000.

        On  February  24, 2000, the Company  authorized  the
        issuance  of  2,175,000 shares of  common  stock  at
        $1.39 per share for the conversion of $3,023,250  of
        accounts payable.

        On  March  31,  2000,  the  Company  authorized  the
        issuance of 535,000 shares of common stock at  $1.33
        per  share in exchange for services rendered  during
        2000.

        On  March 31, 1999, the Company issued 15,000 shares
        of  common  stock $1.33 per share for the conversion
        $19,950 of accounts payable.

        On  May 22, 2000, the Company issued 9,995 shares of
        common  stock at $2.00 per share for the  conversion
        of $19,389 of accounts payable.

EXHIBITS

     3.1A  The  exhibit consisting of the Company's Articles
     of  Incorporation is attached to the Company's  Amended
     Form  10-SB, filed on March 24, 2000. This  exhibit  is
     incorporated by reference to that Form.

     3.1B  The  exhibit  consisting of the  Company  Amended
     Articles of Incorporation changing the name to  AimRite
     Holdings  Corp.  is  attached to the Company's  Amended
     Form  10-SB, filed on March 24, 2000. This  exhibit  is
     incorporated by reference to that Form.

     3.1C  The  Amended Articles of Incorporation increasing
     the capitalization.

     3.2  The exhibit consisting of the Company's By-Laws is
     attached to the Company's Amended Form 10-SB, filed  on
     March  24,  2000.  This  exhibit  is  incorporated   by
     reference to that Form.

     10.1 International Licensing and Consulting Agreement is
     attached to the Company's Amended Form 10-SB, filed  on
     March  24,  2000.  This  exhibit  is  incorporated   by
     reference to that Form.

     10.2 COAST  Development  Quotation  is  attached  to  the
     Company's Amended Form 10-SB, filed on  March  24,  2000.
     This  exhibit is  incorporated by reference to that Form.

     10.3 Amendment to Consulting Agreement is attached to the
     Company's Amended Form 10-SB, filed on  March  24,  2000.
     This  exhibit is incorporated by  reference to that Form.
     10.4 Sub-Lease Agreement


                         SIGNATURES

In  accordance  with Section 13 or 15(d) of  the  Securities
Exchange Act, the Registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.



                           AimRite Holdings Corp.



                           By:/s/ Richard Stanczyk
                              Richard Stanczyk, Treasurer



                           Date:February 13, 2001