U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-KSB

(Mark One)

[X] 	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2001

[  ] 	TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to __________

Commission File Number 0-29657

AMERICAN ELECTRIC AUTOMOBILE COMPANY, INC.

(Name of small business issuer in its charter)



|Delaware                                                       |  | 33-0727323                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



7270 Woodbine Avenue, Suite 200

Markham, Ontario, Canada L3R 4B9

(Address of principal executive offices) (Zip Code)

Issuer's telephone number: (905) 947-9925

Securities registered under Section 12(b) of the Exchange Act:

Common Stock $0.0001 par value

Securities registered under Section 12(g) of the Exchange Act:

None

(Title of class)

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

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X]

State the issuer's revenues for its most recent fiscal year: nil.

State the aggregate market value of the issuer's voting stock held as of Common Stock held as of December 31, 2001 by non-affiliates of the issuer was  $136,957.55.

As of December 31, 2001, the issuer had 6,868,566 common shares outstanding.

Transitional Small Business Disclosure Format (check one):  Yes [   ]  No [X]



This Form 10-KSB contains certain forward-looking statements within the meaning of the Private Securities Litigation reform Act of 1995. For this purpose any statements contained in this Form 10-KSB that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as "may," "will," "expect," "believe,"  "anticipate," "estimate" or  "continue" or comparable terminology is intended to identify forward-looking statements.  These statement by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within the Company's control.  These factors include but are not limited to economic conditions generally and in the

PART 1

Item 1.  Description of Business

A.  HISTORY

American Electric Automobile Company (the "Company") was chartered as a Delaware corporation on May 9, 1996.  On June 15, 1996 the Company acquired all of the outstanding stock of California Electric Automobile Co., Inc., incorporated in California on November 14, 1995,  ("CEAC") from the shareholders of CEAC in an exchange for stock in the Company. The exchange was on the basis of one share of CEAC for ten shares of the Company for a total of 1,050,000 shares of the Company's common stock.  Of the 1,050,000 shares, 900,000 were held in escrow pending the exercise of CEAC's option to purchase the assets and business of San Diego Electric Automobile Company.

On October 17, 1996 the Company exercised its option to purchase the assets and business of San Diego Electric Automobile Company ("SDEAC"), a sole proprietorship.  The purchase price was for 900,000 shares of AEAC's common stock.  The Company is currently comprised of American Electric Automobile Company and its subsidiary, CEAC.

The Company experienced a significant change in its stock ownership and its management in August and September 2000.  In a report filed on Form 8-K on September 19, 2000, the Company reported that by Letter of Agreement dated August 23, 2000, the Company agreed to issue 3,250,000 shares of restricted common shares to Bisell Investments Inc.  ("Bisell") for a total purchase price of $275,000.00

On September 13, 2000 pursuant to the August 23, 2000 Letter of Agreement, the Company accepted the resignations of Edward F. Myers, Betty N. Myers and Gary Degano as directors and officers and took the following actions: It elected Pierre Quilliam as President and CEO and appointed him to the Board of Directors; it elected Stephen M. Cohen as Secretary and Treasurer and appointed him to the Board of Directors; and it appointed Denise Quilliam to the Board of Directors. Edward F. Myers, Betty N. Myers and Gary Degano remained as officers and directors of CEAC until they resigned on February 16, 2001.  On that date Pierre Quilliam was appointed Chairman of CEAC, Stephen M. Cohen was appointed Secretary and Treasurer and Glenn Roach was appointed President and elected to the Board of Directors of CEAC.

On January 31, 2001, the Company sold its interest in American Electric Automobile Company (Asia) Inc. ("Asia").  After careful consideration, the Board of Directors of the Company decided that it would be in the Company's best interest to discontinue its investment into Asia. The inherent risks involved in doing business in China, the difficulty in monitoring the situation, as well as the continued monetary investment into Asia that would have been required led the Board to the decision to discontinue its investment in Asia.

The Company sold its interest in Asia, being 45% of the issued and outstanding shares, for the nominal amount of $100.00 to Edward F. Myers. Mr. Myers was the former Chairman of the Company and was also the former Chairman and a director of CEAC.

On February 23, 2001, the Company moved from its facility in San Diego to a new facility in Temecula, California, which was managed by Glenn Roach.  The facility was being used for conversion of Electric Vehicles and for prototype development of the Electric Boats.  In late 2001, the Company ran out of funds to develop and operate its business, and efforts to raise capital to continue business were not successful.  As a result, the Company terminated operations in January 2002.

On February 28, 2002, the Company entered into an agreement to purchase 100% of the shares of Cyper Entertainment Inc. ("Cyper")of Seoul, Korea.  Cyper was incorporated in January 2000 and is in the business of manufacturing and distributing 3D digital animation, multi media and entertainment related products.  The closing of the transaction is contingent upon completion of satisfactory due diligence and compliance with regulatory guidelines.

In the event that the transaction to acquire Cyper does not close, the Company will continue to attempt to acquire another suitable business.  However, there is no assurance that the Company will be successful in raising capital or in locating a suitable acquisition candidate, or that the terms of any such transaction will be favorable to existing shareholders.

Competition

Subject to completion of the acquisition of Cyper, the Company is and will continue to be a limited competitor in the business of seeking business opportunities with private companies. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies which may be desirable business opportunity candidates for us. Nearly all such entities have significantly greater experience and financial resources, technical expertise and managerial capabilities than us. Consequently, the Company will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business opportunity.

Government Regulation

Subject to completion of the acquisition of Cyper, the proposed business activities described herein classify the Company as a "Blank Check" company. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their states.

Intellectual Property

The Company has no patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts that management believes have any value.

Employees

The Company has no full-time employees.  The officers and directors work on a part-time, as needed basis.

Risk Factors

An investment in the Company's shares are subject to the following risk factors:

NO REVENUE AND MINIMAL ASSETS.  The Company has no revenues or earnings from operations.  The Company has no significant assets or financial resources.  Subject to completion of the acquisition of Cyper, the Company will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination.  This may result in the Company incurring a net operating loss which will increase continuously until the Company can consummate a business combination with a profitable business opportunity.  Subject to completion of the acquisition of Cyper, there is no assurance that the Company can identify such a business opportunity and consummate such a business combination.

SPECULATIVE NATURE OF COMPANY'S PROPOSED OPERATIONS.  Subject to completion of the acquisition of Cyper, the success of the Company's proposed plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity.  While management intends to seek business combinations with entities having established operating histories, there can be no assurance that the Company will be successful in locating candidates meeting such criteria.  In the event the Company completes a business combination, of which there can be no assurance, the success of the Company's operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond the Company's control.

SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS.  The Company is and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private entities.  A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for the Company.  Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than the Company and, consequently, the Company will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination.  Moreover, the Company will also compete in seeking merger or acquisition candidates with numerous other small public companies.

CONFLICTS OF INTEREST - GENERAL.    The officers and directors are associated with other firms and are involved in a range of business activities which may have business dealings with the Company at some point in time.  Due to these affiliations and the fact that some officers are expected to devote only a portion of their time to the business of the Company, there are potential inherent conflicts of interest in their acting as directors and as officers.  Each of the officers and directors is or may become an officer, director, controlling shareholder, partner or participant in other entities engaged in a variety of businesses.  These existing and potential conflicts of interest are irreconcilable and could involve the participating officers and directors in litigation brought by the Company's shareholders or by the shareholders of other entities with which the officers and directors are currently, or may become, affiliated.  To help alleviate this position somewhat, Management has adopted a policy of full disclosure with respect to business transactions with any entity in which any or all of the officers or directors are affiliated, either directly or indirectly.  An officer or director may continue any business activity in which such officer or director engaged prior to joining the Company.

REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION.  Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act"), requires companies subject thereto to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one or two years, depending on the relative size of the acquisition.  The time and additional costs that may be incurred by some target entities to prepare such statements may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by the Company.  Acquisition prospects that do not have or are unable to obtain the required audited statements may not be appropriate for acquisition so long as the reporting requirements of the 1934 Act are applicable.  Cyper has provided the Company with financial statements covering a two-year period.

LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION.  The Company has neither conducted, nor have others made available to it, results of market research indicating that market demand exists for the transactions contemplated by the Company.  Moreover, the Company does not have, and does not plan to establish, a marketing organization.  Even in the event demand is identified for a merger or acquisition contemplated by the Company, there is no assurance the Company will be successful in completing any such business combination.

LACK OF DIVERSIFICATION.  The Company's proposed operations, even if successful, will in all likelihood result in the Company engaging in a business combination with only one business opportunity.  Consequently, the Company's activities will be limited to those engaged in by the business opportunity which the Company merges with or acquires.  The Company's inability to diversify its activities into a number of areas may subject the Company to economic fluctuations within a particular business or industry and therefore increase the risks associated with the Company's operations.

REGULATION.  Although the Company will be subject to regulation under the Securities Exchange Act of 1934, management believes the Company will not be subject to regulation under the Investment Company Act of 1940, insofar as the Company will not be engaged in the business of investing or trading in securities.  In the event the Company engages in business combinations that result in the Company holding passive investment interests in a number of entities, the Company could be subject to regulation under the Investment Company Act of 1940.  In such event, the Company would be required to register as an investment company and could be expected to incur significant registration and compliance costs. The Company has obtained no formal determination from the Securities and Exchange Commission as to the status of the Company under the Investment Company Act of 1940 and, consequently, any violation of such Act would subject the Company to material adverse consequences.

PROBABLE CHANGE IN CONTROL AND MANAGEMENT.  A business combination involving the issuance of the Company's common stock will, in all likelihood, result in shareholders of a private company obtaining a controlling interest in the Company.  Any such business combination may require management of the Company to resign as members of the Board of Directors of the Company. The resulting change in control of the Company could result in removal of one or more present officers and directors of the Company and a corresponding reduction in or elimination of their participation in the future affairs of the Company.

REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS COMBINATION. The Company's primary plan of operation is based upon a business combination with a private concern which, in all likelihood, would result in the Company issuing securities to shareholders of such private company.  The issuance of previously authorized and unissued common stock of the Company would result in reduction in percentage of shares owned by present and prospective shareholders of the Company and would most likely result in a change in control or management of the Company.

REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY BUSINESS OPPORTUNITIES.  Management of the Company believes that any potential business opportunity must provide audited financial statements for review, and for the protection of all parties to the business combination.  One or more attractive business opportunities may choose to forego the possibility of a business combination with the Company, rather than incur the expenses associated with preparing audited financial statements.  Cyper has provided the Company with audited financial statements for the past two years.

Reports to Security Holders

The Company files annual and quarterly reports with the Securities and Exchange Commission ("SEC"). The public may read and copy any materials filed by the Company with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at  1-800-SEC-0330.  The Company is an  electronic  filer and the SEC  maintains an Internet  site that  contains reports,   proxy  and  information   statements   regarding  issuers  that  file electronically with the SEC which may be viewed at http://www.sec.gov.

Item 2.  Description of Property

Property and Facilities

The Company subleases space at 7270 Woodbine Avenue, Suite 200, Markham, Ontario, Canada, for its corporate offices. The Company pays CAD$474.60 per month plus applicable Federal Taxes. The Company has a sub-lease agreement with Wepawaug Inc., the head tenant, which gives the Company the right to occupy the space at the above rental rate on a month-to-month basis.

The Company's subsidiary, CEAC, had entered into a lease with James E. Hundley for 2,145 square feet of office and workshop space located at 42346 Rio Nedo, #F,  Temecula,  California.  The rental rate was  $1,244.00 per month plus a percentage of common area operating expenses.  The lease term was for one year ending February 28, 2002, however, CEAC was unable to maintain its obligations pursuant to the lease and the landlord took possession of the premises in January 2002.

Item 3.  Legal Proceedings

None.

Item 4.  Submission of Matters to a Vote of Security Holders

None.

PART II

Item 5.  Market for Common Equity and Other Shareholder Matters

Starting  August 1, 1999 the Company's  common stock was traded under the symbol "AEAM" by the National Quotation Bureau, LLC.

|QUARTER                           |  | HIGH CLOSING BID |  | LOW CLOSING BID
|--------------------------------- |  | ---------------- |  | ---------------
|1st quarter 2000                  |  | $1.15            |  | $0.15          
|2nd quarter 2000                  |  |                  |  |                
|April 3 - April 4                 |  | $0.95            |  | $0.90          
|April 5 - June 30                 |  |                  |  |                
|(After the 1 for 3 reverse split) |  | $3.00            |  | $1.20          
|3rd Quarter 2000                  |  | $1.30            |  | $0.45          
|4th Quarter 2000                  |  | $0.45            |  | $0.07          
|1st quarter 2001                  |  | $0.10            |  | $0.03          
|2nd quarter 2001                  |  | $0.27            |  | $0.03          
|3rd Quarter 2001                  |  | $0.08            |  | $0.05          
|4th Quarter 2001                  |  | $0.05            |  | $0.05          

THE ABOVE QUOTATIONS REPRESENT PRICES BETWEEN DEALERS AND DO NOT INCLUDE RETAIL MARKUP, MARKDOWN OR COMMISSION, AND MAY NOT REPRESENT ACTUAL TRANSACTIONS.  The source for this information is Pink Sheets LLC.

On March 20, 2000, the Company's shareholders voted to consolidate the common shares on a one for three exchange.

The Company's "new" common stock was assigned a new CUSIP number and a new trading symbol "AEAC". Trading of the "new" shares started on April 5, 2000.

The Company had approximately 76 shareholders of record as of December 31, 2001.   This number does not include an indeterminate number of shareholders whose shares are held by brokers in "street name."

Dividends.  The Company has paid no dividends on its Common Shares since its inception.  The Company does not anticipate paying any dividends on its Common Stock until and unless such profit is realized and may not pay out any dividends thereafter.

"Penny Stock"

The Securities and Exchange commission has adopted rule 15g-9 which established the definition of a "penny stock", for the 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: (1) 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 objectives of the person; and (ii) make a reasonable  determination that the transactions in penny stocks are suitable for that person and the 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 the 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.



ITEM 6.  MANAGEMENTS' DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Certain Forward-Looking Information

This Form 10KSB contains certain  "forward-looking statements" as such term is defined in the Private Securities Litigation Reform Act of 1995 or by the Securities and Exchange Commission in its rules, regulations and releases.  Without limiting the generality of the foregoing, words such as "may",  "will","expect", "believe",  "anticipate",  "intend", "could", "estimate" or "continue" or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements.

RESULTS OF OPERATIONS

The following discussion refers to the twelve-month period ended December 31, 2001 and the twelve-month period ended December 31, 2000.

During 2001, the Company had Net Revenues of nil as it did in 2000.

During 2001, the Company had Consulting Expenses of $5,490 compared to $26,431 in 2000.  This reflects a decrease in the use of outside consultants and the absence of fees paid to Dr. Edward Myers who received consulting fees in 2000.

During 2001, the Company had $74,995 in Legal and Professional Fees, compared to $145,684 in 2000. This decrease was due to the temporary postponement of the requirement for the Company's attorneys to take the necessary steps to complete a registration statement and respond to comments of the SEC.

During 2001, the Company had $130 in advertising expenses compared to $7,478 in 2000.  This decrease was due to the Company's lack of funds available to allocate to advertising.

During 2001, the Company had  $138,400 listed as Management and directors' fees, encompassing all employees' payroll including the subsidiary, CEAC, compared with $76,117 in 2000.  This increase was primarily the result of hiring an officer to manage CEAC at a salary of $50,000.

General and administrative expenses for 2001 were $95,337 as compared with $134,506 in 2000. This amount includes all other expenses not described in the categories referred to above.  The decrease is primarily attributable to decreases in rent ($13,726) and depreciation expense ($10,254) and a write-down of $7,499 in 2000 which was not present in 2001.

LIQUIDITY AND CAPITAL RESOURCES - THE COMPANY

The Company has completed financing through the offer of its securities as follows:

By Letter of Agreement dated August 23,  2000, the  Company agreed to issue 3,250,000 shares of restricted  common stock to Bisell  Investments  Inc. for a total purchase price of $275,000.00, which the  Company  has received in full.

On March 22, 2002, the Company raised $20,000 through the private placement of 400,000 restricted common shares to a private investor.

Going Concern.  As of December 31, 2001 the company had a stockholders' deficiency of $149,664.  The auditors have raised a "going concern" question on the audit for the year ended December 31, 2001.

ITEM 7.  FINANCIAL STATEMENTS

The financial statements are attached hereto as Exhibit A.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

As previously disclosed in the Company's 8KA dated August 31, 2001, the Company elected to change independent accountants from Weinberg and Company. P.A. to Moore Stephens, P.C.  The Company had no disagreements with its former accountants.

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS:  COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The names, ages, and respective positions of the directors and executive officers of the Company immediately subsequent to the Change of Control are:

|Name             | Age | Position                    
|---------------- | --- | ----------------------------
|Pierre Quilliam  | 63  | President/Director          
|Denise Quilliam  | 63  | Director                    
|Stephen M. Cohen | 39  | Secretary/Treasurer/Director

Pierre Quilliam was elected President and Director of the Company on September 13, 2000.  Since 1976 he has been self-employed, working in a variety of positions in the financing and accounting arena, including general oversight of a management consulting company. He has also worked directly with the Canadian Government on various aspects of the Government's program to combat desertification.  Since August 2001, Mr. Quilliam has been a director and officer of Dicut Inc., a reporting company involved in the business of data backup and security through its subsidiaries.

Denise Quilliam, who is the spouse of Pierre Quilliam, was elected a Director of the Company on September  13,  2000.  Since 1975,  she has been  self-employed, working  at  various  financing  and  accounting  positions  including  that  of comptroller. Mrs. Quilliam received her teacher's certificate from Ecole Normale Marguerite Bourgeois in Montreal, Canada, in 1957.

STEPHEN M. COHEN has been Secretary, Treasurer and a Director of the company since September 13, 2000.  He attended Osgoode Hall Law School in Toronto, graduating with a Bachelor of Laws degree in 1987.  He was called to the Bar of Ontario in 1989 and has been a member of the Law Society of Upper Canada since that time. He became a partner in the law firm of Cohen and Associates in 1992, where he remained until 1999.  From May 1999 until May 2000, he worked as an associate of the law firm of Goldman,  Sloan,  Nash and Haber in Toronto.  Since May 2000, he has worked as in-house counsel for 87807 Canada Inc. and a related group of companies. From December 2000 until January 2002 Mr. Cohen served as a Director of Nexus Group International Inc., a reporting company trading on the Toronto Stock Exchange.

Directors' terms run until the end of the fiscal year, or until their replacements are elected and qualified.

Section 16(a) Beneficial Ownership Reporting Compliance

During 2001, Pierre Quilliam, Stephen Cohen and Denise Quilliam who were directors and/or officers of the Company did not file Form 4s with respect to the issuance of 140,000, 140,000 and 10,000 restricted shares issued to them respectively on October 4, 2001 for management services.  The same individuals did, however, report the issuance of said shares in Form 5s which each of them filed on March 18, 2002.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's Certificate of Incorporation provides that a director of the Company will not be personally liable to the Company or its shareholders for monetary damages for breach of the fiduciary duty of care as a director, including breaches which constitute gross negligence.  However, this provision does not eliminate or limit the liability of a director of the Company (i) for breach of the director's duty of loyalty to the Company or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law (relating to unlawful payment of dividends or unlawful stock repurchases or redemptions),  (iv) for gaining a financial profit of other personal  advantage  to which he or she was not  entitled,  or (v) for breaches of a director's responsibilities under the Federal securities laws.

The Company's by-laws provide that the Company shall indemnify its officers, directors, employees and agents, to the extent permitted by the General Corporation Law of Delaware.

The Company's Certificate of Incorporation and Bylaws are, in large measure, based upon Delaware General Corporation Law Section 145, which provides that the Company may indemnify any officer or director who was made a party to a suit because of his position, including derivative suits, if he was acting in good faith and in a manner he reasonably believed was in the best interest of the Company, except, in certain circumstances, for negligence or misconduct in the performance of his duty to the Company. If the director or officer is successful in his suit, he is entitled to indemnification for expenses, including attorneys' fees.  Article Ten of the Company's Certificate of Incorporation provides for indemnification of the Company's officers and directors to the fullest extent permitted by law.  Indemnification agreements have been entered into with all officers and directors of the Company.

ITEM 10.  EXECUTIVE COMPENSATION

Summary Compensation Table

|Name and Principal                    | Year Salary | Bonus | Other annual compensation | Restricted stock | Options | LTIP Payouts | All other compensation
|------------------------------------- | ----------- | ----- | ------------------------- | ---------------- | ------- | ------------ | ----------------------
|Position                              | ($)         | ($)   | ($)                       | awards ($)       | SARs    | ($)          | ($)                   
|                                      |             |       |                           |                  |         |              |                       
|Pierre Quilliam Pres/CEO/ Director    | 2000        | -0-   | -0-                       | 77,000           | -0-     | -0-          | -0-                   
|                                      | 2001        | -0-   | -0-                       | 350,416          | -0-     | -0-          | -0-                   
|                                      |             |       |                           |                  |         |              |                       
|S. Cohen Secretary\Treasurer\Director | 2000        | -0-   | -0-                       | 77,000           | -0-     | -0-          | -0-                   
|                                      | 2001        | -0-   | -0-                       | 350,416          | -0-     | -0-          | -0-                   
|                                      |             |       |                           |                  |         |              |                       
|Denise Quilliam Director              | 2000        | -0-   | -0-                       | -0-              | -0-     | -0-          | -0-                   
|                                      | 2001        | -0-   | -0-                       | 24,583           | -0-     | -0-          | -0-                   
|                                      |             |       |                           |                  |         |              |                       
|Glenn Roach Pres. CEAC                | 2000        | -0-   | -0-                       | -0-              | -0-     | -0-          | -0-                   
|                                      | 2001        | -0-   | -0-                       | 300,000          | -0-     | -0-          | -0-                   

Options/SAR Grants in Last Fiscal Year

(Individual Grants)

|                              | Number of Securities Underlying | % of Total Options/SAR Granted to Employees in | Exercise of Base | Expiration
|----------------------------- | ------------------------------- | ---------------------------------------------- | ---------------- | ----------
|Name                          | Option/SAR Granted              | Fiscal Year                                    | Price ($/Sh)     | Date      
|                              |                                 |                                                |                  |           
|P. Quilliam Pres/CEO/Director | Nil                             | Nil                                            | Nil              |           
|                              |                                 |                                                |                  |           
|S. Cohen Secretary/Dir        | Nil                             | Nil                                            | Nil              |           
|                              |                                 |                                                |                  |           
|D. Quilliam Director          | Nil                             | Nil                                            | Nil              |           
|                              |                                 |                                                |                  |           
|G. Roach Pres. CEAC           | Nil                             | Nil                                            | Nil              |           



Aggregated Option/SAR Exercises in Last Fiscal Year

And FY-End Option/SAR Values

|                              | Shares Acquired On Exercise | Value    | Number of Unexercised Securities Options/SAR | Value of Unexercised In-the-
|----------------------------- | --------------------------- | -------- | -------------------------------------------- | ----------------------------
|Name                          | Underlying                  | Realized | At Year End                                  | Money At FY-End             
|P. Quilliam Pres/CEO/Director | 0                           | 0        | 0                                            | N/A
(See Note)              
|                              |                             |          |                                              |                             
|S. Cohen Secretary/Dir        | 0                           | 0        | 0                                            | N/A                         
|                              |                             |          |                                              |                             
|D. Quilliam Director          | 0                           | 0        | 0                                            | N/A                         
|                              |                             |          |                                              |                             
|G. Roach Pres. CEAC           | 0                           | 0        | 0                                            | N/A                         

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a)        Security Ownership of Certain Beneficial Owners

|NAME AND ADDRESS OF BENEFICIAL OWNER                                           |  | SHARE OWNERSHIP |  | PERCENTAGE OWNERSHIP
|------------------------------------------------------------------------------ |  | --------------- |  | --------------------
|                                                                               |  |                 |  |                     
|Edward F. Myers*
4190 Bonita Rd.
Bonita, CA 91902                              |  | 430,668         |  | 6%                  
|                                                                               |  |                 |  |                     
|Bisell Investments Inc.** East Bay Shopping Centre Suite A-159
Nassau, Bahamas |  | 3,677,416       |  | 53.5%               



(b)        Security Ownership of Management



|NAME AND ADDRESS OF BENEFICIAL OWNER                           |  | SHARE OWNERSHIP |  | PERCENTAGE OWNERSHIP
|-------------------------------------------------------------- |  | --------------- |  | --------------------
|                                                               |  |                 |  |                     
|Pierre Quilliam** 18431 Tyotown Road
Cornwall, Ontario
K6H 5R5 |  | 3,677,416       |  | 53.5%               
|                                                               |  |                 |  |                     
|Stephen Cohen 27 Crystal Drive Richmond Hill, Ontario L4C 7Y4  |  | 427,416         |  | 6%                  
|                                                               |  |                 |  |                     
|Denise Quilliam
18431 Tyotown Road Cornwall, Ontario
K6H 5R5   |  | 24,583          |  | 0.003%              

Percentages based on 6,868,566 shares outstanding on December 31, 2001.

* The holdings for Edward F. Myers include 236,667 shares held by him personally and 194,001 shares held by a company controlled by him, EFM Venture Group Inc.

** The share ownership listed for each of Bisell Investments Inc. and Pierre Quilliam represents the shares beneficially owned by each of them collectively, as required by Item 403 of Regulation S-B. Thus, the shares attributed to each of them are the same shares that the other is attributing to itself, and should not be totaled together.

Change in Control

The Company has entered into an Agreement to acquire 100% of the shares of Cyper Entertainment Inc. in exchange for 20,000,000 restricted common shares of the Company.  Should such transaction close, it will result in a change in control of the Company.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On October 1, 2000 the Company entered into a sublease at 7270 Woodbine Avenue, Suite 200, Markham, Ontario, Canada, for its corporate offices. The Company pays CAD$474.60 per month plus applicable Federal Taxes. The Company has a sub-lease agreement with Wepawaug Inc., the head tenant, which gives the Company the right to occupy the space at the above rental rate until August 31, 2001.  Since August 31,2001, the Company has continued to sublease the space on a month-to-month basis.  Wepawaug Inc. is controlled by Pierre Quilliam, the Company's President and CEO.

On October 31, 2000, the Company purchased a 50% interest in a 1999 Cadillac Seville for the price of  $16,427.97.  The Company purchased this interest from 87807 Canada Ltd., which is controlled by Denise Quilliam, a director of the Company.  On November 7, 2000, the Company sold its interest in the Cadillac to Bisell Investments Inc. for the price of $17,500.00, realizing a profit of $$1,072.03. Bisell Investments Inc. owns 47% of the shares of the Company and is controlled by Pierre Quilliam.

As of December 31, 2001, the Company was invoiced for administration and bookkeeping services from 87807 Canada Ltd. and Bisell Investment Group Inc. in the amount of  $27,994.62 not including G.S.T.  87807 Canada Ltd. is controlled by Denise Quilliam and Bisell Investment Group Inc. is controlled by Pierre Quilliam.

On January 31, 2001, the Company issued 77,000 restricted shares of its common stock to Pierre Quilliam, the Company's President and CEO for services to the Company from September 13, 2000 until December 31, 2000. The Board valued these shares at $0.10 per share for a total of $7,700. These services included overall management of the Company, assistance with the Company's auditors and attorneys and assisting in the preparation of the 10QSB the 8Ks and all other SEC filings.

On January 31, 2001, the Company issued 77,000 restricted shares of its common stock to Stephen Cohen, the Company's Secretary and Treasurer for services to the Company from September 13, 2000 until December 31, 2000.  The Board valued these shares at $0.10 per share for a total of $7,700.  These services included management of the Company's administration, assistance with the Company's auditors and attorneys and preparation of the 10QSB, the 8Ks and all other SEC filings and compliance requirements.

On April 2, 2001, the Company issued 116,666 restricted shares of its common stock to Pierre Quilliam, the Company's President and CEO for services to the Company from January 1, 2001 until March 31, 2001. The Board valued these shares at $0.06 per share for a total of $7,000. These services included overall management of the Company, assistance with the Company's auditors and attorneys and assisting in the preparation of the 10QSB the 8Ks and all other SEC filings.

On April 2, 2001, the Company issued 116,666 restricted shares of its common stock to Stephen Cohen,  the Company's  Secretary and Treasurer for services to the Company from  January 1, 2001 until March 31, 2001. The Board valued these shares at $0.06 per share for a total of $7,000. These services included overall management of the Company, assistance with the Company's auditors and attorneys and assisting in the preparation of the 10QSB the 8Ks and all other SEC filings.

On April 2, 2001, the Company issued 8,333 restricted shares of its common stock to Denise Quilliam as compensation for attending the directors' meeting held on that date.  The Board valued these shares at $0.06 per share for a total of $500.00.

On July 2, 2001, the Company issued 93,750 restricted shares of its common stock to Pierre Quilliam,  the Company's  President and CEO for services to the Company from  April 1, 2001 until June 30, 2001. The Board valued these shares at $0.08 per share for a total of $7,500. These services included overall management of the Company, assistance with the Company's auditors and attorneys and assisting in the preparation of the 10QSB the 8Ks and all other SEC filings.

On July 2, 2001, the Company issued 93,750 restricted shares of its common stock to Stephen Cohen, the Company's Secretary and Treasurer for services to the Company from April 1, 2001 until June 30, 2001. The Board valued these shares at $0.08 per share for a total of $7,500. These services included overall management of the Company, assistance with the Company's auditors and attorneys and assisting in the preparation of the 10QSB the 8Ks and all other SEC filings.

On July 2, 2001, the Company issued 6,250 restricted shares of its common stock to Denise Quilliam as compensation for attending the directors' meeting held on that date.  The Board valued these shares at $0.08 per share for a total of $500.00.

On October 4, 2001, the Company issued 140,000 restricted shares of its common stock to Pierre Quilliam, the Company's President and CEO for services to the Company from July 1, 2001 until September 30, 2001. The Board valued these shares at $0.05 per share for a total of $7,000. These services included overall management of the Company, assistance with the Company's auditors and attorneys and assisting in the preparation of the 10QSB the 8Ks and all other SEC filings.

On October 4, 2001, the Company issued 140,000 restricted shares of its common stock to Stephen Cohen,  the Company's  Secretary and Treasurer for services to the Company from  July 1, 2001 until September 30, 2001. The Board valued these shares at $0.05 per share for a total of $7,000. These services included overall management of the Company, assistance with the Company's auditors and attorneys and assisting in the preparation of the 10QSB the 8Ks and all other SEC filings.

On October 4, 2001, the Company issued 10,000 restricted shares of its common stock to Denise Quilliam as compensation for attending the directors' meeting held on that date.  The Board valued these shares at $0.05 per share for a total of $500.00.

Item 13.  Exhibits, Financial Statements, Schedules and Reports on Form 8-K

1. The financial statements filed as part of this report are listed separately in the Index to Financial Statements.

|2.1     | Plan of Acquisition of California Electric Automobile Company, Inc.*                    
|------- | ----------------------------------------------------------------------------------------
|3.1(i)  | Articles of Incorporation*                                                              
|3.1(ii) | By-Laws*                                                                                
|4.1     | Instruments defining the rights of holders*                                             
|11.1    | Computation of per share earnings 12/31/1998*                                           
|11.2    | Computation of per share earnings 12/31/1999**                                          
|11.3    | Computation of per share earnings 12/31/2000***                                         
|11.4    | Computation of per share earnings 12/31/2001                                            
|13.1    | Filed by reference: Form 10QSB filed May 21, 2001, August 20, 2001 and November 19, 2001
|16.1    | Letter on change in certifying accountants****                                          
|21.1    | Subsidiaries of the registrant*                                                         



*	Filed by reference to a Form 10SB filed on February 23, 2000.

** 	Filed by reference to a Form 10-12 G/A filed on November 3, 2000.

***	Filed by reference to a Form 10KSB filed on April 16, 2001.

****	Filed by reference to a Form 8K/A filed on August 31, 2001.

(b) Reports on Form 8-K:

None

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed on its behalf, thereunto duly authorized.

|                   | AMERICAN ELECTRIC AUTOMOBILE COMPANY, INC.
|------------------ | ------------------------------------------
|                   |                                           
|Date:  May 2, 2002 | /s/ Pierre Quilliam                       
|                   | PIERRE QUILLIAM                           
|                   | President and CEO                         
|                   |                                           
|Date:  May 2, 2002 | /s/ Stephen Cohen                         
|                   | STEPHEN COHEN                             
|                   | Secretary/Treasurer                       











Exhibit A

















AMERICAN ELECRTIC AUTOMOBILE COMPANY, INC.



CONSOLIDATED FINANCIAL STATEMENTS



DECEMBER 31, 2001











































































REPORT OF INDEPENDENT AUDITOR

To the Board of Directors and Stockholders'

of American Electric Automobile Company, Inc.

We have audited the accompanying consolidated balance sheet of American Electric Automobile Company, Inc. and subsidiary [a development stage company] as of December 31, 2001, and the related consolidated statements of operations, stockholders' deficit, and cash flows for the year then ended and for the period from June 15, 1996 [inception] to December 31, 2001. These consolidated financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We did not audit the cumulative data from June 15, 1996 to December 31, 2000. That cumulative data were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts in the cumulative data through December 31, 2000, is based solely on the report of other auditors.

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

In our opinion, based on our audit and the report of the other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of American Electric Automobile Company, Inc. and subsidiary [a development stage company] as of December 31, 2001 and the results of their operations and their cash flows for the year then ended and for the period from June 15, 1996 (inception) to December 31, 2001 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has recurring losses from operations and has a net capital deficiency. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Moore Stephens, P.C.

Certified Public Accountants

New York, New York

April 23, 2002



INDEPENDENT AUDITORS' REPORT

To the Board of Directors of:

American Electric Automobile Company, Inc. and Subsidiary

We have audited the accompanying consolidated statements of operations, changes in stockholders' equity (deficiency) and cash flows for American Electric Automobile Company, Inc. and Subsidiary for the year ended December 31, 2000.  These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America.  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 consolidated financial statements referred to above present fairly in all material respects, the results of operations and cash flows for American Electric Automobile Company, Inc. and Subsidiary for the year ended December 31, 2000 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the consolidated financial statements, the Company is a development stage company with accumulated operating losses, a working capital deficiency, and a stockholders deficiency.  These conditions raise substantial doubt about the Company's ability to continue as a going concern.  Management's plans concerning this matter are also described in Note 2.  The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

WEINBERG and COMPANY, P.A.

Boca Raton, Florida

April 6, 2001



AMERICAN ELECTRIC AUTOMOBILE COMPANY, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEET

DECEMBER 31, 2001

|                                                                 |                     
|---------------------------------------------------------------- | --------------------
|ASSETS                                                           |                     
|CURRENT ASSETS                                                   |                     
|Cash                                                             | $                655
|Advances receivable - related parties                            | 47,823              
|Total Current Assets                                             | 48,478              
|                                                                 |                     
|PROPERTY AND EQUIPMENT, NET                                      | 5,474               
|OTHER ASSETS                                                     | 682                 
|TOTAL ASSETS                                                     | $           54,634  
|                                                                 |                     
|                                                                 |                     
|LIABILITIES AND STOCKHOLDERS' DEFICIT                            |                     
|CURRENT LIABILITIES                                              |                     
|Accounts payable and accrued expenses                            | $          145,101  
|Advances payable - related parties                               | 59,197              
|Total Current Liabilities                                        | 204,298             
|                                                                 |                     
|STOCKHOLDERS' DEFICIT                                            |                     
|Preferred stock, $.0001 par value, 20,000,000 shares authorized, | -                   
|none issued and outstanding                                      |                     
|Common Stock, $.0001 par value, 50,000,000 shares authorized,    |                     
|6,868,566 shares issued and outstanding                          | 687                 
|Additional paid-in capital                                       | 1,002,672           
|Deficit accumulated during development stage                     | (1,153,023)         
|TOTAL STOCKHOLDERS' DEFICIT                                      | (149,664)           
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                      | $             54,634
|                                                                 |                     



AMERICAN ELECTRIC AUTOMOBILE COMPANY, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS





|                                              |                                 |                                 |                                                  |  |                  
|--------------------------------------------- | ------------------------------- | ------------------------------- | ------------------------------------------------ |  | -----------------
|                                              | For the year
ended
December 31, | For the year
ended
December 31, | For the period from June 15, 1996 [Inception] to
|                                              | 2001                            |                                 | 2000                                             |  | December 31, 2001
|                                              |                                 |                                 |                                                  |  |                  
|NET REVENUES                                  | $                   -           |                                 | $                    -                           |  | 64,888           
|                                              |                                 |                                 |                                                  |  |                  
|COST OF REVENUES                              | 19,169                          |                                 | -                                                |  | 74,482           
|                                              |                                 |                                 |                                                  |  |                  
|GROSS MARGIN                                  | (19,169)                        |                                 | -                                                |  | (9,594)          
|                                              |                                 |                                 |                                                  |  |                  
|OPERATING EXPENSES                            |                                 |                                 |                                                  |  |                  
|Legal and professional fees                   | 74,995                          |                                 | 145,684                                          |  | 274,227          
|Management and directors' fees                | 138,400                         |                                 | 76,117                                           |  | 309,588          
|Consulting expense                            | 5,490                           |                                 | 26,431                                           |  | 154,449          
|Advertising expense                           | 130                             |                                 | 7,478                                            |  | 42,135           
|General and administrative                    | 95,337                          |                                 | 134,506                                          |  | 296,235          
|TOTAL OPERATING EXPENSES                      | 314,352                         |                                 | 390,216                                          |  | 1,076,634        
|                                              |                                 |                                 |                                                  |  |                  
|LOSS FROM OPERATIONS                          | (333,521)                       |                                 | (390,216)                                        |  | (1,086,228)      
|                                              |                                 |                                 |                                                  |  |                  
|OTHER INCOME (EXPENSES)                       |                                 |                                 |                                                  |  |                  
|Interest income - related parties             | 8,251                           |                                 | 6,339                                            |  | 14,590           
|Interest expense - related parties            | (4,615)                         |                                 | (673)                                            |  | (7,425)          
|Loss on disposal of asset                     | (9,211)                         |                                 | -                                                |  | (9,211)          
|Loss on investment                            | -                               |                                 | (39,016)                                         |  | (61,240)         
|Other (expense) income                        | (450)                           |                                 | 4,270                                            |  | 3,820            
|TOTAL OTHER EXPENSES                          | (6,025)                         |                                 | (29,080)                                         |  | (59,466)         
|LOSS BEFORE PROVISION FOR INCOME TAXES        | (339,546)                       |                                 | (419,296)                                        |  | (1,145,694)      
|                                              |                                 |                                 |                                                  |  |                  
|PROVISION FOR INCOME TAXES                    | -                               |                                 | -                                                |  | 7,329            
|                                              |                                 |                                 |                                                  |  |                  
|NET LOSS                                      | (339,546)                       |                                 | (419,296)                                        |  | (1,153,023)      
|                                              |                                 |                                 |                                                  |  |                  
|Net loss per common share - basic and diluted | $         (0.05)                |                                 | $          (0.13)                                |  |                  
|                                              |                                 |                                 |                                                  |  |                  
|Weighted average number common shares issued  | 6,407,625                       |                                 | 3,305,596                                        |  |                  



AMERICAN ELECTRIC AUTOMOBILE COMPANY, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

FOR THE PERIOD JUNE 15, 1996 [INCEPTION] TO DECEMBER 31, 2001

|                                           |         |              |               |                 |   |              |              |              |                 |               |               |               |            |                   |                    |                 
|------------------------------------------ | ------- | ------------ | ------------- | --------------- | - | ------------ | ------------ | ------------ | --------------- | ------------- | ------------- | ------------- | ---------- | ----------------- | ------------------ | ----------------
|                                           |         |              |               |                 |   | Common Stock |              | Additional   |                 |               |               |               |            |                  
|                                           |         | Common Stock |               | To be issued    |   |              | Paid-in      |              | Accumulated     | Subscription  | Stockholders'
|                                           |         | Shares       |               | Amount          |   | Shares       |              | Amount       | Capital         |               | Deficit       |               | Receivable |                   | Deficit           
|                                           |         |              |               |                 |   |              |              |              |                 |               |               |               |            |                   |                    |                 
|Issuance of stock to founders for services | 55,000  |              | $           6 |                 | - |              | $          - |              | $           159 |               |               |               |            |                   | $              165
|Issuance of stock to founder for cash      |         | 333,334      |               | 33              |   |              |              |              |                 | 967           |               |               |            |                   |                    | 1,000           
|Issuance of stock for investment in CEHK   | 50,000  |              | 5             |                 |   |              |              |              | 37,495          |               |               |               |            |                   | 37,500            
|Issuance of stock to purchase subsidiary   |         | 350,000      |               | 35              |   |              |              |              |                 | 70            |               | (1,060)       |            |                   |                    | (955)           
|Issuance of stock for cash                 |         | 13,333       |               | 1               |   |              |              |              |                 | 9,999         |               |               |            |                   |                    | 10,000          
|Net loss, 1996                             |         |              |               |                 |   |              |              |              |                 |               |               | (14,198)      |            |                   |                    | (14,198)        
|Balance, December 31, 1996                 |         | 801,667      |               | $         80    |   | -            |              | $          - |                 | $      48,690 |               | $   (15,258)  |            | $              -  |                    | $        33,512 
|                                           |         |              |               |                 |   |              |              |              |                 |               |               |               |            |                   |                    |                 
|Issuance of stock for vehicle              |         | 33,333       |               | 3               |   |              |              |              |                 | 24,997        |               |               |            |                   |                    | 25,000          
|Issuance of stock for cash                 |         | 37,333       |               | 4               |   |              |              |              |                 | 28,896        |               |               |            |                   |                    | 28,900          
|Issuance of stock for services             |         | 46,333       |               | 5               |   |              |              |              |                 | 34,745        |               |               |            |                   |                    | 34,750          
|Net loss, 1997                             |         |              |               |                 |   |              |              |              |                 |               |               | (142,622)     |            |                   |                    | (142,622)       
|Balance, December 31, 1997                 |         | 918,666      |               | $           92  |   | -            |              | $          - |                 | $    137,328  |               | $ (157,880)   |            | $               - |                    | $      (20,460) 
|                                           |         |              |               |                 |   |              |              |              |                 |               |               |               |            |                   |                    |                 
|Issuance of stock for vehicle              |         | 10,667       |               | 1               |   |              |              |              |                 | 7,999         |               |               |            |                   |                    | 8,000           
|Issuance of stock for cash                 |         | 58,667       |               | 6               |   |              |              |              |                 | 49,995        |               |               |            |                   |                    | 50,001          
|Net loss, 1998                             |         |              |               |                 |   |              |              |              |                 |               |               | (54,404)      |            |                   |                    | (54,404)        
|Balance, December 31, 1998                 |         | 988,000      |               | $            99 |   | -            |              | $          - |                 | $     195,322 |               | $  (212,284)  |            | $               - |                    | $      (16,863) 
|                                           |         |              |               |                 |   |              |              |              |                 |               |               |               |            |                   |                    |                 
|Issuance of stock for cash                 |         | 151,918      |               | 15              |   |              |              |              |                 | 56,759        |               |               |            | (4,000)           |                    | 52,774          
|Issuance of stock for debt                 |         | 16,000       |               | 2               |   |              |              |              |                 | 8,773         |               |               |            |                   |                    | 8,775           
|Issuance of stock for services             |         | 36,000       |               | 3               |   | 298,667      |              | 30           |                 | 126,467       |               |               |            |                   |                    | 126,500         
|Forgiveness of debt of related party       |         |              |               |                 |   |              |              |              |                 | 23,000        |               |               |            |                   |                    | 23,000          
|Net loss, 1999                             |         |              |               |                 |   |              |              |              |                 |               |               | (181,898)     | -          |                   | (181,898)         
|Balance, December 31, 1999                 |         | 1,191,918    |               | $         119   |   | 298,667      |              | $       30   |                 | $     410,321 |               | $  (394,182)  |            | $    (4,000)      |                    | $         12,288
|                                           |         |              |               |                 |   |              |              |              |                 |               |               |               |            |                   |                    |                 
|Cancel stock returned to company           |         | (10,667)     |               | (1)             |   |              |              |              |                 | (3,999)       |               |               |            | 4,000             |                    | -               
|Issuance of stock for cash                 |         | 4,296,666    |               | 430             |   |              |              |              |                 | 667,070       |               |               |            | (278,539)         |                    | 388,961         
|Cancel shares for non-payment              |         | (442,433)    |               | (44)            |   |              |              |              |                 | (165,868)     |               |               |            | 153,791           |                    | (12,121)        
|Issuance of stock for services             |         | 653,667      |               | 65              |   | (298,667)    |              | (30)         |                 | 28,365        |               |               |            |                   |                    | 28,400          
|Forgiveness of debt reclassification       |         |              |               |                 |   |              |              |              |                 | (23,000)      |               |               |            |                   |                    | (23,000)        
|Net loss, 2000                             |         |              |               |                 |   |              |              |              |                 |               |               | (419,296)     |            |                   |                    | (419,296)       
|Balance, December 31, 2000                 |         | 5,689,151    |               | $         569   |   | -            |              | $          - |                 | $     912,889 |               | $  (813,478)  |            | $(124,748)        |                    | $      (24,768) 
|                                           |         |              |               |                 |   |              |              |              |                 |               |               |               |            |                   |                    |                 
|Shares issued for services                 | January | 154,000      |               | 15              |   |              |              |              |                 | 15,385        |               |               |            |                   |                    | 15,400          
|Cash received for subscription receivable  | January |              |               |                 |   |              |              |              |                 |               |               |               |            | 124,748           |                    | 124,748         
|Shares issued for Consulting Agreement     | March   | 300,000      |               | 30              |   |              |              |              |                 | 29,970        |               |               |            |                   |                    | 30,000          
|Shares issued for services                 | April   | 216,666      |               | 22              |   |              |              |              |                 | 12,978        |               |               |            |                   |                    | 13,000          
|Shares issued for services                 | April   | 24,999       |               | 2               |   |              |              |              |                 | 1,498         |               |               |            |                   |                    | 1,500           
|Shares issued for services                 | July    | 175,000      |               | 18              |   |              |              |              |                 | 13,983        |               |               |            |                   |                    | 14,001          
|Shares issued for services                 | July    | 18,750       |               | 2               |   |              |              |              |                 | 1,498         |               |               |            |                   |                    | 1,500           
|Shares issued for services                 | October | 260,000      |               | 26              |   |              |              |              |                 | 12,974        |               |               |            |                   |                    | 13,000          
|Shares issued for services                 | October | 30,000       |               | 3               |   |              |              |              |                 | 1,498         |               |               |            |                   |                    | 1,501           
|Other adjustment                           |         |              |               |                 |   |              |              |              |                 |               |               | 1             |            |                   |                    | 1               
|Net Loss, 2001                             |         |              |               |                 |   |              |              |              |                 |               |               | (339,546)     |            |                   |                    | (339,546)       
|Balance - December 31, 2001                |         | 6,868,566    |               | $          687  |   | -            |              | $          - |                 | $  1,002,672  |               | $ (1,153,023) |            | $              -  |                    | $   (149,664)   



AMERICAN ELECTRIC AUTOMOBILE COMPANY, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED  STATEMENTS OF CASH FLOWS

|                                                      |                                 |                                 |                                                  |  |                  
|----------------------------------------------------- | ------------------------------- | ------------------------------- | ------------------------------------------------ |  | -----------------
|                                                      | For the year ended December 31, | For the year ended December 31, | For the period from June 15, 1996 [Inception] to
|                                                      | 2001                            |                                 | 2000                                             |  | December 31, 2001
|                                                      |                                 |                                 |                                                  |  |                  
|CASH FLOWS FROM OPERATING ACTIVITIES                  |                                 |                                 |                                                  |  |                  
|Net loss                                              | (339,546)                       |                                 | (419,296)                                        |  | (1,153,023)      
|Adjustments to reconcile net loss to net cash used in |                                 |                                 |                                                  |  |                  
|operating activities:                                 |                                 |                                 |                                                  |  |                  
|Depreciation                                          | 4,638                           |                                 | 14,892                                           |  | 41,487           
|Impairment of investments                             | -                               |                                 | 39,016                                           |  | 61,240           
|Write-down of asset                                   | 5,140                           |                                 | 21,746                                           |  | 26,886           
|Loss on disposal of assets                            | 9,211                           |                                 | -                                                |  | 9,211            
|Gain on debt forgiveness                              | -                               |                                 | 3,398                                            |  | 3,398            
|Write-off of inventory                                | 19,169                          |                                 | -                                                |  | 19,169           
|Forgiveness of debt reclassification                  | -                               |                                 | (23,000)                                         |  | (23,000)         
|Gain on settlement of debt                            | 550                             |                                 | -                                                |  | 550              
|Stock issued for services                             | 89,90 1                         |                                 | 28,400                                           |  | 280,77 7         
|(Increase) decrease in:                               |                                 |                                 |                                                  |  |                  
|Advances receivable - related parties                 | (45,571)                        |                                 | 4,960                                            |  | (48,297)         
|Inventories                                           | -                               |                                 | (20,515)                                         |  | (28,510)         
|Prepaid expense                                       | 6,168                           |                                 | (6,168)                                          |  | -                
|Increase (decrease) in:                               |                                 |                                 |                                                  |  |                  
|Accounts payable and accrued expenses                 | 116,08 3                        |                                 | 16,970                                           |  | 153,9 30         
|Advances payable - related parties                    | 41,991                          |                                 | (5,800)                                          |  | 96,950           
|Income taxes payable                                  | (800)                           |                                 | (3,540)                                          |  | -                
|Net Cash Used In Operating Activities                 | (93,066)                        |                                 | (348,937)                                        |  | (559,232)        
|                                                      |                                 |                                 |                                                  |  |                  
|CASH FLOWS FROM INVESTING ACTIVITIES                  |                                 |                                 |                                                  |  |                  
|Investment in subsidiaries                            | -                               |                                 | (20,266)                                         |  | (21,221)         
|Proceeds from sale of equipment                       | 500                             |                                 | -                                                |  | 500              
|Purchase of property and equipment                    | (1,316)                         |                                 | (21,864)                                         |  | (45,730)         
|Net Cash Used In Investing Activities                 | (816)                           |                                 | (42,130)                                         |  | (66,451)         
|                                                      |                                 |                                 |                                                  |  |                  
|CASH FLOWS FROM FINANCING ACTIVITIES                  |                                 |                                 |                                                  |  |                  
|Payments on notes payable                             | (16,419)                        |                                 | 20,000                                           |  | 3,581            
|Proceeds from issuance of notes payable               | -                               |                                 | (21,507)                                         |  | (21,507)         
|Cash overdraft                                        | (13,899)                        |                                 | 13,899                                           |  | -                
|Proceeds from subscription receivables - net          | 124,748                         |                                 | -                                                |  | 124,748          
|Proceeds from issuance of common stock - net          | -                               |                                 | 376,841                                          |  | 519,516          
|Net Cash Provided By Financing Activities             | 94,430                          |                                 | 389,233                                          |  | 626,338          
|                                                      |                                 |                                 |                                                  |  |                  
|Net increase (decrease) in Cash                       | 548                             |                                 | (1,834)                                          |  | 655              
|                                                      |                                 |                                 |                                                  |  |                  
|Cash - beginning of period                            | 107                             |                                 | 1,941                                            |  | -                
|Cash - end of period                                  | 655                             |                                 | 107                                              |  | 655              
|                                                      |                                 |                                 |                                                  |  |                  



American Electric Automobile Company, Inc. and Subsidiary

Notes to Consolidated Financial Statements





American Electric Automobile Company, Inc.  ("AEAC") (a development stage company), a Delaware corporation,  was incorporated on May 9, 1996. The Company is headquartered in Ontario, Canada and operates primarily in the United States and Canada. On June 15, 1996, AEAC acquired all of the outstanding stock of California Electric Automobile Co., Inc. ("CEAC"), a California corporation incorporated on November 14, 1995 (together the "Company"). AEAC exchanged 1,050,000 shares of its common stock (prior to a 1 for 3 stock split), in a ratio of ten to one, for all of the outstanding shares of CEAC. The acquisition was accounted for using the purchase method of accounting.  Under this method, the assets were recorded at their fair market value.  The $95 excess value of the stock issued over the fair market value of the assets acquired was recorded as goodwill and subsequently written off in that year.

The Company's mission is to provide environmentally sensitive, quality and cost effective electric automotive transportation domestically with cooperative structuring of opportunities with global partners.



The Company's financial statements for the year ended December 31, 2001 have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.  The Company incurred a net loss of approximately $339,500 for the year ended December 31, 2001 and has accumulated losses since inception of approximately $1,153,000. In addition, the Company's had a working capital deficiency of $155,800 at December 31, 2001. These factors create an uncertainty about the Company's ability to continue as a going concern.

Management's plans to alleviate these factors and allow the Company to continue as a going concern primarily consist of seeking additional equity investments. In February 2002 the Company entered into negotiations to acquire 100% of the stock of an operating company (see Note 11).

The ability of the Company to continue as a going concern is dependent on the success of its plan.  The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.



1. Principles of Consolidation
2. Use of Estimates
3. Cash and Cash Equivalents
4. Inventory
5. Property and Equipment
6. Concentration of Credit Risk
7. Revenue Recognition
8. Income Taxes
9. Advertising Expense
10. Loss per share of Common Stock
11. Impairment
12. Stock-based Compensation
13. Foreign Currency Transactions

Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the US dollar are included in the results of operations as incurred. Foreign transaction gains and losses are immaterial.

1. RELATED PARTIES
2. PROPERTY AND EQUIPMENT
3. INCOME TAXES
4. STOCK OPTIONS
5. FAIR VALUE OF FINANCIAL INSTRUMENTS
6. LITIGATION
7. NEW ACCOUNTING PRONOUNCEMENTS
8. SUBSEQUENT EVENTS
9. RECLASSIFICATION
10. STATEMENTS OF CASH FLOWS SUPPLEMENTAL DISCLOSURES

For the years ended December 31, 2001 and 2000, the Company issued 1,179,415 and 355,000 common shares, respectively, for services rendered by officers and directors.  The value of the services was $89,901 and $28,430, respectively.  During 2000, the Company reclassified $23,000 of stock issued in 1999 pursuant to a settlement agreement from additional paid-in capital to forgiveness of debt.

For the year ended December 31, 2001 and 2000, there were no income taxes or interest expense paid by the Company.