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                     U.S. 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, 2000
                          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. West
                             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 [ ]  No [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. [ ]

Issuer's Revenue during the year ended December 31, 2000:$ 0

As of December 31, 2000, the registrant had 38,852,964 shares of its common
stock, $0.001 par value, outstanding and 73,000 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 $0.03
per share (the selling or average bid and asked price) as of December 31, 2000:
$1,243,295

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                       AIMRITE HOLDINGS CORPORATION 10KSB
                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.............................................. 2

ITEM 2.  DESCRIPTION OF PROPERTY.............................................. 6

ITEM 3.  LEGAL PROCEEDINGS.................................................... 7

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................. 7


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS.................... 7

ITEM 6.  MANAGEMENT'S PLAN OF OPERATION....................................... 8

ITEM 7.  FINANCIAL STATEMENTS................................................F-1

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE.............................................10


                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS........10

ITEM 10. EXECUTIVE COMPENSATION...............................................10

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

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.......................11

ITEM 13. EXHIBITS.............................................................12

SIGNATURES....................................................................12

                                       1
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                             PART I

ITEM 1.  DESCRIPTION OF BUSINESS

                          Form and year of organization


AimRite Holdings Corp. ("AHC" or the "Company"), a technology development and
commercialization 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 at that time 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. West, 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 November 19, 2001 is 82,664,066
of which 25,681,624 shares are restricted. Total Series A Preferred shares
issued and outstanding as of November 19, 2001 is 73,000.

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 originally 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") . 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

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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 26,584 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. The technologies covered by these patents are discussed below. 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 contained in 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. Up until October 1, 2001, it provided all management services
including President, Secretary, Legal, Marketing and Development to AHC. There
was 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

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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.

                    Business of AimRite Holdings Corporation

AimRite Holdings Corporation (AHC) is an acquirer of proprietary technologies
and actively seeks strategic partnering relationships in the commercialization
of its proprietary products. AHC's mission is to continually bring new product
ideas to market and continually seeks new technologies. The Company works
closely with university research parks and technology development organizations
to acquire technologies for commercialization. Currently, 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.

                                Principle Product

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. 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 will be presented to transportation industry EOM after-market
suppliers 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. 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.

                                       4
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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
annually 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 actively seeking strategic partnering relationships. If consummated
prior to the completion of the tests, these relationships 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.

The COAST system has been developed for installation on demonstration vehicles.
Further testing is anticipated.

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

Approximately fifty percent 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. There are no such specialized applications under contract at this
time.

                                     Patents

The COAST system is covered by intellectual property rights which include
patents, trademarks, tradenames and patent improvements that provide for 17-20
years of protection of the technology. AHC, through its non-exclusive master
license, will control the U.S. and Foreign issued patents. 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.


                               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.

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                                 Subcontractors

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 has also entered into an agreement
with King Technologies for the manufacturing of the valve components.

As of November 19, 2001, the Company had paid approximately $943,000 to Logic
Innovation, Inc. and approximately $91,000 to King Technologies, Inc. for
manufacturing on the Company's prototypes and test systems.

                              Current Developments

Effective October 1, 2001, an interim management team was put into place at the
Company. Until ratification at the Special Shareholders' Meeting on January 11,
2002, the Company will be lead on an interim basis by Mr. Terry Spiger as Chief
Operating Officer with Mr. Richard Stanczyk as President of the Board and Chief
Executive Officer. Additional interim officers will be appointed on an as-needed
basis. Management is in negotiations to acquire all intellectual property rights
to the COAST system including patents, trademarks, tradenames, and patent
improvements.

                                Subsequent Events

Subsequent to December 31, 2000, the Company issued five convertible debentures
for $100,000 each as part of note purchase agreements. All five convertible
debentures were due on October 1, 2001 if not converted and accrue interest at
8% per annum from the date of issuance. The holders of the debentures retained
the option to convert the note for all or any lesser portion of the principal
amount into common stock of the Company at a conversion price equal to the
lesser of 75% of the lowest of the closing bid prices for the common stock for
the 5 trading days immediately prior to the conversion date, 75% of the lowest
of the "last trade" prices for the common stock for the 5 trading days
immediately prior to the conversion date, or 100% of the lowest closing bid
price for the common stock for the 5 trading days prior to the date of the note.
All five convertible debentures were converted as of June 30, 2001. During
January 2001, the Company issued 2,800,000 of common stock for proceeds of
$56,000. During February 2001, the Company issued 4,485,715 of common stock for
proceeds of $104,000. During March 2001, the Company issued 9,837,238 of common
stock for proceeds of $240,000. During April 2001, the Company issued 3,222,223
of common stock for proceeds of $72,500. During May 2001, the Company issued
1,092,593 of common stock for proceeds of $27,500.

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.


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 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.

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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, however, a
Special Shareholder Meeting has been set for January 11, 2002 for holders of
record as of November 21, 2001.


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS

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 266 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'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.

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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

Management believes it has the ability to obtain the necessary funding to
implement its amended business plan for the next 12 months. The business plan
calls for the Company to present the COAST technology to the motorhome industry,
for presentation to metropolitan bussing authorities as an aftermarket assembly
and additional demonstration and testing to the heavy equipment industry.

The amended business plan includes the change in focus brought by the interim
management team from a manufacturing driven focus to a partnering and licensing
focus to allow AHC the ability to benefit from existing manufacturing facilities
while focusing on research and development. It is management's belief that it
proprietary technology, such as the COAST system, can be licensed or re-licensed
to allow for manufacture and segmentation of end markets.

There are no plans to purchase or sell any significant plant or equipment. There
has not been any significant change in the number of employees. There are no
plans for the Company to liquidate or become a "shell company".

                                Cash Requirements

The Company has expended approximately $7,000,000 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
disclosed 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 fifty percent of
their time to the Company. At present, there are no employees. As the COAST
technology moves closer to production under a licensing agreement and other
technologies are developed, full time personnel and staff will be acquired as
needed.

                                  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.

                                       8
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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.

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
transportation technologies.

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 Company's December 31, 2000 financial statements are included as Exhibit
99.1 under Item 13.

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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

The current members of the Board of Directors of the Company serve until the
Special Shareholders meeting on January 11, 2001. The officers serve at the
pleasure of the Board of Directors. Management currently operates without an
employment agreement pending approval at the upcoming shareholder meeting.
Additional management personnel will be appointed as needed. Information as to
the directors and interim officers of the Company is as follows:

Name                        Age     Position
----                        ---     --------
Richard Stanczyk            59      Chief Executive Officer/Director

Terry Spiger                59      Chief Operating Officer

Richard Stanczyk, Chief Executive Officer - has been a director and officer of
the Company since 1993. He has had no other employment during that time. From
1990 to 1993, Mr. Stanczyk was the Chief Financial Officer for M.V.F. Marine,
National City, California. Mr. Stanczyk received his bachelors of science in
accounting from Detroit College.

Terry Spiger, Chief Operating Officer - joined AimRite on October 1, 2001. Mr.
Spiger is a founding partner and principal of PMC Partners, Inc, that assists
emerging companies and promotes their growth through the facilitating of
financing. Mr. Spiger holds an accounting degree from San Diego State
University.

There are no family relationships among the officers and directors.


ITEM 10.  EXECUTIVE COMPENSATION

The Officers of the Company presently work on a consulting basis. During 2000,
the Company paid $18,000 to Mr. Stanczyk.

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<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth each person known to the Company, as of Monday,
November 19, 2000, to be a beneficial owner of five percent (5%) or more of the
Company's common and preferred 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                   Beneficially    Ownership
                                        Owned
Common     Mary Kay Koldeway             4,750,000     5.75%
           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                425,000     0.51%
           1297 Orchard Glen Circle
           Encinitas, CA 92024
Common     Rick Stanczyk                   850,000     1.03%
           1297 Orchard Glen Circle
           Encinitas, CA 92024
Common     Total Ownership over 5% and   6,075,000     7.43%
           Directors and Officers (1
           Individual)

Beneficial Ownership of Preferred Stock:
Preferred   Independent Marketing           38,000    52.05%
(Series B)  Associates Ltd
            Mr. Lewis Rowe
            P.O. Box 1561 GT
            Zephyr House
            Mary Street
            Grand Cayman Islands
            British West Indies
Preferred   Dawn Coslett/Terry Demuth       10,000    13.70%
(Series B)
Preferred   Richard & Lynn Escajeda         25,000    34.25%
(Series B)

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.

KENMAR currently holds the patents to which the Company is a licensee.

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

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<PAGE>

ITEM 13. 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 exhibit consisting of the Company's Amended Articles of
Incorporation increasing the capitalization. This exhibit is incorporated by
reference to that Form.

     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.

     99.1 Aimrite Holdings Corporation Financial Statements as of
December 31, 2000.


                                   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 Corporation


                           By: /s/ Richard Stanczyk
                               -------------------------------------------------
                               Richard Stanczyk, Interim Chief Executive Officer



                           AimRite Holdings Corp.


                           By: /s/ Terry L. Spiger
                               -------------------------------------------------
                               Terry L. Spiger, Interim Chief Operating Officer


Date:  November 19, 2001


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