U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                AMENDMENT NO. 1
                                       to
                                   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 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from _____ to _______

                         Commission file number 0-32375

                             AUTEC ASSOCIATES, INC.
        (Exact name of small business issuer as specified in its charter)

         FLORIDA                                                  65-0067192
(State or other jurisdiction of                                (I.R.S. Employer
incorporation of organization)                               Identification No.)

                             38 East Osceola Street
                              Stuart, Florida 34994
                    (Address of Principal Executive Offices)

                                 (561) 288-0666
                           (Issuer's telephone number)

                                       N/A
              (Former name, former address and former fiscal year,
                         if changed since last report)

     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 here 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 more recent fiscal year (ending
December 31, 2001): $169,911.

     State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked prices of such common equity, as
of December 31, 2001: $ -0-.

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the most practicable date:

Class                                      Outstanding as of April 24, 2002

Common Stock, no par value                 12,500,000

<PAGE>


PART I

ITEM 1. DESCRIPTION OF BUSINESS

ITEM 2. PROPERTIES

ITEM 3. LEGAL PROCEEDINGS

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

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
        STOCKHOLDER MATTERS

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS

ITEM 7. FINANCIAL STATEMENTS

        BALANCE SHEET

        STATEMENTS OF OPERATIONS

        STATEMENTS OF CASH FLOWS

        STATEMENT OF STOCKHOLDERS' EQUITY

        NOTES TO FINANCIAL STATEMENTS

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

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

ITEM 10.EXECUTIVE COMPENSATION

ITEM 11.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
           AND MANAGEMENT

ITEM 12.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

ITEM 13.EXHIBITS AND REPORTS ON FORM 8-K

SIGNATURES


<PAGE>


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

Business Development and Organization

     Autec Associates, Inc. was formed on June 30, 1988 as a corporation under
the laws of the State of Florida (the "Company"). Since its inception in 1988,
the Company has been engaged in the design, manufacturing, marketing,
distribution and repair of stone-set jewelry using diamonds and other precious
gemstones, such as rubies, sapphires and emeralds. The Company has manufactured
and designed numerous modern styles of stone-set jewelry, including necklaces,
earrings, rings, bracelets, and other ornaments.

     The Company's principal executive offices are located at 38 East Osceola
Street, Stuart, Florida 34994. Its telephone number is (561) 288-0666, its
facsimile number is (561) 220-8132, and its e-mail address is autec@hotmail.com.

     The Company currently maintains a retail outlet for the sale of its jewelry
products to the public in Stuart, Florida. The Company intends to broaden its
customer base by selling its jewelry products within the United State and
Canada. Customers for the jewelry products are primarily consumers. The
Company's current market concentration has been in the southeastern United
States due to existing relationships with certain clients.

     Net sales for fiscal years ended December 31, 2001 and 2000 were $169,911
and $210,965, respectively, resulting primarily from the sale of its jewelry
products. However, the Company realized a net loss for fiscal years ended
December 31, 2001 and 2000 of $9,904 and $5,168, respectively. See "Item 6.
Management's Discussion and Analysis of Financial Condition and Results of
Operations".

Products and Services

     Business Strategy

     Management of the Company believes that its business strategy is enabling
the Company to become well-recognized and reputable for its creative and unique
designs in the value-price, stone-set jewelry industry. Management believes that
its business strategy has allowed the Company to leverage the expertise and
customer base the Company has established in the southeastern United States
market to potentially increase sales in the much larger markets of the United
States. The Company's business strategy focuses on the following: (i) capitalize
on the Company's manufacturing process; (ii) extend customer base and utilize
non-traditional distribution lines such as the Internet; and (iii) develop and
maintain a broad product mix. See "Item 1. Description of Business - Marketing".

     Jewelry

     The Company designs, manufactures, markets and repairs jewelry using
diamonds and other precious gemstones, such as rubies, sapphires and emeralds.
The Company designs and manufactures virtually all modern kinds of jewelry,
including necklaces, earrings, rings, bracelets, and other ornaments, and
markets these items principally as fashion accessories with an average sales
price of approximately $200 per item.

     The Company primarily uses the diamond in its design and production of
jewelry products because of its special optical properties. Its high refractive
index, or light-bending ability, enables it to throw back almost all the light
that enters a well-cut diamond. This gives rise to the diamond's brilliant
luster. Second, the diamond exhibits strong dispersion, or the ability to
separate the various colors of the spectrum. This causes the diamond to throw
back the bright flashes of separate colors for which it is particularly noted.
The Company typically purchases diamonds ranging from approximately $10,000 to
$100,000 in value. Approximately ninety percent (90%) of the Company's capital
available for purchase of precious gemstones is used to purchase diamonds.

     The Company employs the services of a third-generation goldsmith who
designs the jewelry and sets precious stones. The Company intends to maintain a
broad mix of its designed jewelry so that it can meet the varying needs of its
customers. This enables the Company to supply each individual customer with a
number of unique, creative and different styles of jewelry. The Company attempts
to provide its customers with rings and other jewelry products that also
incorporate traditional styles and designs. Additionally, the Company can create
specially designed products in response to requests or pictures submitted to the
Company by its customers. This variety and flexibility in the design and
manufacture of the Company's jewelry allows the Company to meet a wide variety
of jewelry needs. Management of the Company believes that the Company is
recognized nationwide and throughout Canada for its innovation and high quality
in the design and manufacture of jewelry products.

<PAGE>


Manufacturing

     The initial step in the manufacture and design of jewelry requires the
expertise and knowledge of a metallurgist. Metallurgy is the science and
engineering of metals. The field can be divided into three areas: extractive
metallurgy, physical metallurgy and manufacturing metallurgy. It is the
manufacturing metallurgist who plays an important role in the design and
manufacture of jewelry. Once the metal itself has been produced by the
extractive metallurgist, and its behavior understood by the physical
metallurgist, it can then be utilized by the manufacturing metallurgist to
produce different forms of jewelry.

     Casting

     The Company employs a metallurgical supervisor who is primarily responsible
for the casting and fabrication of the metals. The metallurgist produces
components for jewelry in a number of ways. One of the oldest and most versatile
methods of metal manufacturing that the Company utilizes is the casting process.
In general, this method involved heating the metal until it melts. The liquid is
then poured into a mold, usually formed from sand, metal or a ceramic, and is
allowed to cool and solidify. A metal casting that reproduces the cavity in the
mold is therefore produced. Complicated shapes, such as those employed by the
Company in its design and manufacture of jewelry, may be virtually impossible to
produce in any other manner.

     The Company generally utilizes four different methods of the casting
process: sand casting, investment casting and centrifugal casting. Of the many
types of molds employed in casting, various molding materials are used thus
creating a pattern. The pattern is a composite of traits or features
characteristic of the specific artistic or decorative design.

     In sand casting, the molding sand is placed in a two-part form and is
packed around the pattern. When the sand is compacted sufficiently, the two
parts are separated and the pattern is removed.

     Investment casting is an adaptation of the "lost-wax" process. It can be
used to produce highly detailed precision components of jewelry. In investment
casting, the pattern is melted out by heating the mold, or vaporizes as the
molten metal is poured in. In the casting process employing the shell molding,
the pattern is made of metal heated to a high temperature. When the molding
material is packed around the heated pattern, the resin sets binding the mold
into a thin shell that reproduces the pattern exactly.

     The last, centrifugal casting or "lost wax process", is the process the
Company has refined thus developing and utilizing its unique casting process.
This "lost wax process" generally involves utilization of a wax duplicate of the
piece to be cast, which is placed in a semi-liquid mixture of plaster (flask).
The flask is subsequently placed in an oven and baked for a ten hour period.
During this time, the wax is melted out through an opening left in the flask and
the plaster becomes solid. While still hot, the flask is placed in a centrifugal
casting device, spun and molten metal is then introduced through the opening
into the cavity left by the lost wax. Management believes that a certain
disadvantage of the centrifugal casting involves the molten metal which is
forced into the lost wax void and which thus typically compresses a certain
amount of air or gas, thus forming and introducing into the casting porosity
voids. A further disadvantage is that such process depends on the weight of the
introduced hot metal to completely fill the lost wax void which may generally
create varying densities. Therefore, the unique characteristic developed and
utilized by the Company in the "lost wax process" subsequently involves setting
the hot flask upright and manually pouring the molten metal into the cavity left
by the lost wax while simultaneously utilizing and pulling a vacuum through the
bottom of the flask, thus relieving any air or gas formed by the hot metal and
ensuring consistent densities. It is with this unique characteristic and process
that the Company can produce distinguishing cylindrical castings and other
patterns with hollow cores.

     Management of the Company believes that its metallurgist has combined
certain processes and developed a new and unique process for the casting and
fabrication of metals, and that the process distinguishes the Company's
creations and designs from others on the market. The casting process combines
modern technology, mechanization and hand craftsmanship to produce unique,
innovative and fashionable jewelry. Management of the Company believes that its
casting process is therefore a superior process because of the simultaneous
utilization of the centrifugal device and vacuum. Management believes that it
thus obtains maximum benefits and eliminates the commonly found porosity voids
and inconsistent densities. As a result, the developed process provides for the
manufacture of high-quality rights, earrings, pendants and bracelets which are
consistent in density with little or no porosity or voids. After the casting
process, the jewelry undergoes a series of cleaning and polishing stages before
being labeled for sale.

Customers and Marketing

     Customers

     The Company currently maintains a retail outlet for the sale of its jewelry
products to the public in Stuart, Florida. The Company intends to broaden its
customer base by selling its jewelry products within the United State and
Canada. Customers for the jewelry products are primarily consumers. The
Company's current market concentration has been in the southeastern United
States due to existing relationships with certain clients.

<PAGE>


     Gross profit for fiscal years ended December 31, 2001 and 2000 were $70,517
and $108,492, respectively, resulting primarily from the sale of its jewelry
products. However, the Company realized a net loss for fiscal years ended
December 31, 2001 and 2000 of $9,904 and $5,168, respectively.

     Marketing Strategy

     The Company maintains a sales office in Stuart, Florida. The Company
promotes its jewelry products to a wide range of customers via existing
relationships, trade shows and product presentations. Management believes that
the Company's manufacturing process allows the Company to provide its customers
with uniquely designed jewelry competitively priced.

     Management emphasizes maintaining and building upon the Company's
relationships with existing customers. The Company is currently creating a
service which would allow the customer to "trade-up" the diamond or precious
gemstone originally purchased from the Company for a diamond or precious
gemstone of a larger size or higher quality. The Company would offset the
purchase price of the upgraded diamond or precious gemstone with the original
purchase price of the lower valued diamond or precious gemstone.

     Management of the Company is currently addressing and formulating a market
strategy for the sale and distribution of its products. Management intends that
a principal component of the Company's marketing strategy will involve the
creation and establishment of a website on the Internet. The Company intends to
create a diamond and precious gemstone database from which the consumer would
potentially be able to select a diamond or gemstone of their choice. Such a data
base would allow the consumer to interact with the webpage and provide the
Company with the consumer's criteria for their respective selection, such as
size, shape, color, clarity, and price range. The consumer would also be able to
review all grading report data on diamonds and other precious gemstones that
have been graded by laboratories such as European Gem Laboratories in Los
Angeles, California ("EGL-LA"), European Gem Laboratories in New York, New York
("EGL-NY") and Gemlogical Institute of America in New York, New York ("GIA").

     Management further believes that creation and establishment of a webpage on
the Internet would set the Company apart from the typical mass production and
manufacturing of jewelry. The customer would be able to personally interact with
the jeweler throughout the creation of his/her jewelry, which would ultimately
result in a very unique and specialized product. The Company's design department
is being expanded to feature unique and modern designs and, together with the
website page, would provide the customer with a very different and
individualized experience in the purchase of jewelry. The website pages would
also include photographs of finished jewelry, design information and ordering
information.

     The Company intends to market its jewelry products through the use of joint
ventures, direct sales and independent commissioned representatives. To aid in
the marketing of the Company's products, the Company intends to utilize several
marketing approaches including advertising in trade publications, press releases
and advertising promotional tools, such as CD-ROMs, catalogs and participation
in trade shows. Management intends to direct a significant portion of its
marketing efforts toward further market penetration in the United States and
Canada.

     The Company has established and maintains contacts with diamond cutting
houses located in South Africa, Belgium, India, Israel and Russia. Management
intends to work closely with representatives of these diamond cutting houses in
order to acquire a large selection of high quality diamonds and other gemstones
featuring various popular cuts and carat weights.

     The Company purchases its diamonds and other precious stones from such
wholesalers at prices based on certain discounts suggested by Rapaport Report.
Prices are generally set based upon the cost of the stone, materials, labor
involved, and a general mark-up of approximately 50%.

Employees and Consultants

     As of the date of this Annual Report, the Company employs two persons on a
full-time basis. One of the Company's directors devotes a substantial amount of
his time to the business of the Company and is primarily responsible for all
day-to-day operations of the Company. Any other services required by the Company
are and/or will be provided by outsourcing and management contracts. As the need
arises and funds become available, however, management may seek additional
employees as necessary in the best interests of the Company. See "Item 9.
Directors, Executive Officers, Promoters and Control Persons; Compliance with
Section 16(a) of the Exchange Act".

     The Company is not a party to any labor contract or collective bargaining
agreement. The Company has experienced no significant labor stoppages in recent
years, and management believes that such relations are satisfactory.

<PAGE>


Patents, Licenses, Trademarks, Concessions and Royalty Agreements

     As of the date of this Annual Report, the Company has not obtained any
patents, licenses, franchises, concessions or royalty agreements pertaining to
its casting process. Although management of the Company believes that this
casting process is proprietary and may be patentable, management does not intend
to pursue registration or issuance of a patent on the casing process. Although
management believes that there is no infringement by the Company on any existing
patents, trade secrets or confidential information, there is no assurance that
such legal proceedings might not be initiated against the Company. Furthermore,
the Company will not have any right to bring a patent infringement action
against a third party which uses or copies the casting process while
manufacturing and designing jewelry that thus may be very similar to the jewelry
manufactured and designed by the Company.

Govermental Regulatation

     The Company's operations may be subject to government regulation. Recent
discoveries since the 1960s of diamond deposits in foreign countries, such as
Russia and Israel, including the well known diamond deposits located in India,
South Africa and Belgium, have exposed the diamond and precious stone industry
to increased foreign government regulation regarding mining and production of
diamonds. The exploration and mining of diamond deposits include laws and
regulations with respect to safety and environmental concerns. In addition,
because of the nature of the industry, many foreign countries have imposed
regulations regarding the marketing of diamonds, which include laws focusing on
increased security and black-markets. Such regulations and legislation, if
increased or adversely changes by foreign governments, may adversely affect the
availability, demand or price of diamonds and thus the Company's business
operations.

Competition

     The manufacture and distribution of jewelry products is a highly
competitive industry. The Company competes with major domestic and international
companies, many of which have significantly greater financial, technical,
marketing and human resources that the Company has. While management believes
that the Company's manufacturing and design process provides the Company with a
competitive edge in certain markets, the Company has not applied for a patent on
the casting process. Therefore, other jewelry manufacturers may similarly
develop production capabilities or better processes or develop other competitive
advantages over the Company, thereby providing greater competition for the
Company and materially affecting the Company's business prospects.

ITEM 2. DESCRIPTION OF PROPERTIES

     Except as described above, the Company does not own any other real estate
or other properties. The Company leases office space in the United States. Its
executive offices are located at 38 East Osceola Street, Stuart, Florida 34994.
Management believes that the Company's offices and retail space are adequate for
its reasonable foreseeable needs. The Company does not intend to acquire any
properties.

ITEM 3. LEGAL PROCEEDINGS

     As of the date of this Annual Report, management is not aware of any legal
proceedings contemplated by any governmental authority or other party involving
the Company or its properties. No director, officer or affiliate of the Company
is (i) a party adverse to the Company in any legal proceedings, or (ii) has an
adverse interest to the Company in any legal proceedings. Management is not
aware of any other legal proceedings pending or that have been threatened
against the Company or its properties.

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

     No matters were submitted to a vote of the Company's shareholders through
the solicitation of proxies or otherwise during fiscal year ended December 31,
2001.

<PAGE>


                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

     As of the date of this Annual Report, the Company's Common Stock does not
trade on any market. Management has filed an application pursuant to Rule
15c2-11 of the Securities Exchange Act of 1934, as amended (the "1934 Exchange
Act") with the National Association of Securities Dealers, Inc. (the "NASD") for
approval to commence trading the Company's shares of Common Stock on the OTC
Bulletin Board. As of the date of this Annual Report, management believes that
it will receive such approval by June 1, 2002.

     The markets for equity securities have been volatile and the price of the
Company's Common Stock, when it commences trading, could be subject to wide
fluctuations in response to quarter to quarter variations in operating results,
news announcements, trading volume, sales of Common Stock by officers, directors
and principal shareholders of the Company, general market trends, changes in the
supply and demand for the Company's shares, and other factors. These factors can
be expected to affect the market price of the Company's shares of Common Stock
when the Company receives the approval by the NASD to trade the Company's shares
of Common Stock on the OTC Bulletin.

     As of the date of this Annual Report, there are (i) subject to outstanding
options or warrants to purchase, or securities convertible into shares of Common
Stock, or (ii) being or have been proposed to be publicly offered by the
Company.

Holders

     As of the date of this Annual Report, the 12,500,000 shares of Common Stock
outstanding were held by approximately 33 holders of record worldwide, including
approximately 30 holders of record in the United States.

Dividends

     The Board of Directors has never authorized or declared the payment of any
dividends on the Company's Common Stock, and does not anticipate the declaration
or payment of cash dividends in the foreseeable future. The Company intends to
retain future earnings, if any, to finance operational expenses. Future dividend
policies will be subject to the discretion of the Board of Directors and will be
contingent upon, among other things, future earnings, the Company's financial
condition, capital requirements, general business conditions, level of debt, and
other relevant factors. The Company's losses do not currently indicate the
ability to pay any cash dividends, and the Company does not indicate the
intention of paying cash dividends in the foreseeable future.

Transfer Agent

     The transfer agent and registrar for the Company's Common Stock is Alpa
Tech Securities, 929 Spiers Lane, Draper, Utah 84020.

Share Issuances

     To provide capital, the Company has sold stock in private placement
offerings, issued stock in exchange for debts of the Company or pursuant to
contractual agreements including, but not limited to, the following:

     (i)  On June 30, 1989, the Company completed an offering under Section 4(2)
          of the Securities Act of 1933, as amended (the "1933 Securities Act"),
          pursuant to which it sold 100 shares of Common Stock at $0.00001 per
          share. The per share price of the offering was arbitrarily determined
          by the Board of Directors based upon potential future earnings, assets
          and net worth of the Company. The Company issued shares of Common
          Stock to thirty investors. Of the thirty investors, two were
          "accredited" investors as that term is defined in Regulation D and
          twenty-eight were sophisticated investors. Each investor represented
          to the Company that he had such knowledge and experience in financial
          and business matters that he was capable of evaluating the merits and
          risks of an investment in the securities and that he was able to bear
          the economic risk and potential loss of his investment. The investors
          executed subscription agreements and acknowledged that the securities
          to be issued have not been registered under the 1933 Securities Act,
          that the investors understood the economic risk of an investment in
          the securities, and that the investors had the opportunity to ask
          questions of and receive answers from the Company's management
          concerning any and all matters related to the acquisition of
          securities. No underwriter was involved in the transaction, and no
          commissions or other remuneration were paid in connection with the
          offer and sale of the securities. There was no general solicitation or
          advertising in connection with the offer and sale of the securities.

<PAGE>


     (ii) On October 31, 1998, the board of directors authorized a stock split
          of the Common Stock of the Company to be effected in the ratio of
          105,000 shares for every one share outstanding. The officers issued
          and distributed to thirty (30) shareholders of record 105,000 shares
          of the Company's Common Stock for each of the 100 shares of Common
          Stock issued and outstanding so that immediately following such
          issuance there were 10,500,000 shares of Common Stock issued and
          outstanding.

     (iii) On December 31, 1998, the Company completed an offering in which it
          raised $20,000 under Rule 504 of Regulation D pursuant to which it
          sold 2,000,000 shares of Common Stock at $0.01 per share. The per
          share price of the offering was arbitrarily determined by the Board of
          Directors based upon potential future earnings, assets and net worth
          of the Company. The Company issued shares of Common Stock to three
          investors. Of the three investors, none were accredited investors as
          that term is defined under Regulation D and were sophisticated
          investors. Each sophisticated investor represented to the Company that
          he had such knowledge and experience in financial and business matters
          that he was capable of evaluating the merits and risks of an
          investment in the securities and that he was able to bear the economic
          risk and potential loss of his investment. The investors executed
          subscription agreements and acknowledged that the securities to be
          issued have not been registered under the 1933 Securities Act, that
          the investors understood the economic risk of an investment in the
          securities, and that the investors had the opportunity to ask
          questions of and receive answers from the Company's management
          concerning any and all matters related to the acquisition of
          securities. No underwriter was involved in the transaction, and no
          commissions or other remuneration were paid in connection with the
          offer and sale of the securities. There was no general solicitation or
          advertising in connection with the offer and sale of the securities.

     As of the date of this Annual Report, the Company has 12,500,000 shares of
its Common Stock issued and outstanding. Of the 12,500,000 of the Company's
current outstanding shares of Common Stock, 2,000,000 shares are free trading.
Accordingly, the holders may offer and sell these shares of Common Stock at such
times and in such amounts as they may respectively determine in their sole
discretion.

     When the Company's shares are registered for trading on the OTC Bulletin
Board, the holders of free trading Common Stock in the capital of the Company
may offer these shares of Common Stock through market transactions at prices
prevailing in the OTC market or at negotiated prices which may be fixed or
variable and which may differ substantially from OTC prices. The holders have
not advised the Company that they anticipate paying any consideration, other
than the usual and customary broker's commission, in connection with the sales
of these free trading shares of Common Stock. The holders are acting
independently of the Company making such decisions with respect to the timing,
manner and size of each sale.

     Of the 12,500,000 of the Company's current outstanding shares of Common
Stock, 10,500,000 shares are "restricted shares" as that term is defined in the
Securities Act and the rules and regulations thereunder. To be eligible for sale
in the public market, the holders must comply with Rule 144. In general, Rule
144 allows a person holding restricted shares for a period of at least one year
to sell within any three month period that number of shares which does not
exceed the greater of 1% of the Company's then outstanding shares or the average
weekly trading volume of the shares during the four calendar weeks preceding
such sale. Rule 144 also permits, under certain circumstances, sale of shares by
a person who is not an affiliate of the Company and who has satisfied a two year
holding period without any volume limitations, manner of sale provisions or
current information requirements. As defined in Rule 144, an affiliate of an
issuer is a person who, directly or indirectly, through one or more
intermediaries, controls or is controlled by, or is under common control with,
such issuer, and generally includes members of the Board of Directors. Sales
pursuant to Rule 144 or otherwise, if in sufficient volume, could have a
depressive effect on the market price of the Company's securities. Moreover, the
possibility of such sales may have a depressive effect on market prices.

     To date, no subsequent sales of restricted shares of Common Stock have been
made.

<PAGE>


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION

     Statements made in this Form 10-KSB that are not historical or current
facts are "forward-looking statements" made pursuant to the safe harbor
provisions of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934. These statements often can be identified by the
use of terms such as "may," "will," "expect," "believe," "anticipate,"
"estimate," "approximate" or "continue," or the negative thereof. The Company
intends that such forward-looking statements be subject to the safe harbors for
such statements. The Company wishes to caution readers not to place undue
reliance on any such forward-looking statements, which speak only as of the date
made. Any forward-looking statements represent management's best judgment as to
what may occur in the future. However, forward-looking statements are subject to
risks, uncertainties and important factors beyond the control of the Company
that could cause actual results and events to differ materially from historical
results of operations and events and those presently anticipated or projected.
These factors include adverse economic conditions, entry of new and stronger
competitors, inadequate capital and unexpected costs. The Company disclaims any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.

     This section should be read in conjunction with the Company's Financial
Statements included herein. See "Item 7. Financial Statements".

General

     Since inception, the Company has focused primarily on the research, design
and manufacture of its jewelry products, and generated little revenues. During
prior fiscal years, the principals of the Company invested personal funds to
support the developmental expenses of the Company.

     As of the date of this Annual Report, the Company derives its revenues
principally from the marketing and sale of its jewelry products to customers
generally in the public. Additional revenues are generated by the Company
through the repair of jewelry.

Results of Operation

     Fiscal Year Period Ended December 31, 2001 Compared to Fiscal Year Ended
     December 31, 2000

     The Company's net losses for fiscal year ended December 31, 2001 were
approximately $9,904 compared to a net loss of approximately $5,168 for fiscal
year ended December 31, 2000 (an increase of $4,736 or 92%).

     Net sales for fiscal years ended December 31, 2001 and 2000 were $169,911
and $210,965, respectively. Net sales decreased by approximately $41,054 or 24%
for fiscal year ended December 31, 2001 as compared to fiscal year ended
December 31, 2000. The decrease in net sales during fiscal year ended December
31, 2001 was primarily due to changes in sales volume. Prices for the Company's
jewelry products have been and continue to be consistent as a percentage of
costs. Therefore, any fluctuations in sales revenue would be derived from
changes in sales volume. Gross profit for fiscal years ended December 31, 2001
and 2000 amounted to $70,517 and $108,492, respectively, or a net decrease of
$37,975. The decrease in gross profit is a result of a decrease in net sales.

     Total operating expenses of $80,421 were incurred during fiscal year ended
December 31, 2001 as compared to total operating expenses of $113,660 incurred
during fiscal year ended December 31, 2000 (a decrease of $31,239 or 42%).
Operating expenses consisted of general and administrative expenses and salary
expenses. General and administrative expenses during fiscal years ended December
31, 2001 and 2000 were $42,210 and $49,752, respectively (a decrease of $4,542).
The decrease in general and administrative expenses during fiscal year ended
December 31, 2001 were primarily due to the Company incurring less costs
associated with its inventory acquisition and professional fees. Salary expenses
during fiscal years ended December 31, 2001 and 2000 were $38,211 and $63,908,
respectively (a decrease of $25,697). General and administrative expenses
include general corporate overhead, shipping and warehousing costs, selling
expenses and professional fees.

     Although operating expenses decreased during fiscal year ended December 31,
2001, net loss during fiscal year ended December 31, 2001 increased as compared
to net loss during fiscal year ended December 31, 2000 primarily due to the
decrease in net sales and gross profit. The Company's net losses during fiscal
year ended December 31, 2001 were approximately ($9,904) compared to a net loss
of approximately ($5,168) during fiscal year ended December 31, 2000. The
weighted average of common shares outstanding were 12,500,000 for fiscal years
ended December 31, 2001 and 2000, respectively.

<PAGE>


Liquidity and Capital Resources

     Fiscal Year Ended December 31, 2001

     The Company has only recently generated sufficient cash flow to partially
fund its operations and activities. The Company may experience a liquidity
crisis and be required to raise additional capital. Historically, the Company
has relied upon internally generated funds and funds from the sale of shares of
stock and loans from its shareholders and private investors to finance its
operations and growth. Management may raise additional capital through future
public or private offerings of its stock or through loans from private
investors, although there can be no assurance that the Company will be able to
obtain such financing. The Company's future success and viability are entirely
dependent upon the ability of the Company's current management to (i) strengthen
and increase its customer base by enhancing the marketability of its products,
(ii) increase the number of customers and expand into additional markets, (iii)
control inventory costs; and (iv) increase the manufacture rate. Management is
optimistic that the Company will be successful in its capital raising efforts.
There can be no assurance, however, that the Company will be able to continue to
successfully distribute and market its jewelry products and to raise additional
capital. The Company's failure to do so would have a material and adverse affect
upon the Company and its shareholders.

     The Company generated $70,517 and $108,492 in gross profit during fiscal
years ended December 31, 2001 and 2000, respectively.

     As of December 31, 2001, the Company's total assets were $58,354. The
Company's assets consisted primarily of cash in the amount of $43,947 and
inventory in the amount of $12,160. As of December 31, 2001, the Company's total
liabilities were $42,579. The Company's liabilities consisted primarily of
accounts payable in the amount of $40,791 and accrued expenses in the amount of
$1,788. As of December 31, 2001, the Company's total assets exceeded its total
liabilities by $16,595.

     The Company's stockholders' equity decreased from $19,467 for fiscal year
ended December 31, 2000 to $15,775 for fiscal year ended December 31, 2001.

     For fiscal year ended December 31, 2001, the net cash provided by operating
activities was $17,173 compared to net cash provided by operating activities of
$15,758 for fiscal year ended December 31, 2000 (an increase of $1,415). The
main increase in net cash was comprised of a decrease in accounts payable in the
amount of $3,301 from $22,046 during fiscal year ended December 31, 2000 to
$18,745 for fiscal year ended December 31, 2001.

     During fiscal year ended December 31, 2001, net cash used by investing
activities was $2,497 compared to $-0- during fiscal year ended December 31,
2000, which relates to cash paid for fixed assets.

     The Company increased its net cash provided by financing activities for
fiscal year ended December 31, 2001 to $6,212 compared to $-0- for fiscal year
ended December 31, 2000. The major component was consisted of contributed
capital.

Material Commitments/Funding

     As of the date of this Annual Report, the Company does not have any
material commitments for fiscal year 2002.

     Based upon a twelve-month plan proposed by management, it is anticipated
that the Company's operational work plan will require approximately $200,000 of
financing designed to fund the general business operations. As of the date of
this Annual Report, the Company does not have any material commitments nor does
management anticipate any material commitments within the next twelve months. It
is anticipated that any expenditures to be incurred by the Company will be
operational. Management anticipates that a substantial portion of the initial
budget of $200,000 for the twelve-month work plan, which includes such
expenditures, will be funded pursuant to revenues generated from the sale of the
Company's jewelry products, or pursuant to public or private offerings of its
debt or equity securities, or future advancements. The Company may not be able
to raise such funds and, therefore, the successful marketing of its products may
not be accomplished.

     From the date of this Annual Report, management believes that the Company
can satisfy its cash requirements for approximately the next six months based on
its ability to generate revenues or obtain advances from certain investors and
related parties. In the event the Company is unable to generate such cash,
management believes that the Company can satisfy its cash requirements for
approximately the next three months from its liquid assets.

     The Company does not own any plant and/or equipment. Management does not
anticipate any purchases of plant and/or significant equipment.

<PAGE>


Audit Committee

     As of the date of this Annual Report, the Company has not appointed members
to an audit committee and, therefore, the respective role of an audit committee
has been conducted by the board of directors of the Company. When established,
the audit committee's primary function will be to provide advice with respect to
the Company's financial matters and to assist the board of directors in
fulfilling its oversight responsibilities regarding finance, accounting, tax and
legal compliance. The audit committee's primary duties and responsibilities will
be to: (i) serve as an independent and objective party to monitor the Company's
financial reporting process and internal control system; (ii) review and
appraise the audit efforts of the Company's independent accountants; (iii)
evaluate the Company's quarterly financial performance as well as its compliance
with laws and regulations; (iv) oversee management's establishment and
enforcement of financial policies and business practices; and (v) provide an
open avenue of communication among the independent accountants, management and
the board of directors.

     The board of directors has considered whether the regulatory provision of
non-audit services is compatible with maintaining the principal independent
accountant's independence.

     Audit Fees

     As of the date of this Annual Report, the Company has incurred $5,285 as
fees billed by its principal independent accountant for professional services
rendered in connection with preparation of the Company's audited financial
statements for fiscal year ended December 31, 2001. For fiscal year ended
December 31, 2001, the Company incurred $3,980 as fees billed by its principal
independent accountant for all other non-audit services (including reviews of
the Company's quarterly financial statements).

ITEM 7. FINANCIAL STATEMENTS

     The information required under Item 310(a) of Regulation S-B is included in
this report as set forth in the "Contents".

Contents

     Independent Auditor's Report dated April 12, 2002.
     Balance Sheets for fiscal year ended December 31, 2001.
     Statements of Operations for fiscal years ended December 31, 2001 and
        December 31, 2000.
     Statements of Cash Flows for fiscal years ended December 31, 2001 and
        December 31, 2000.
     Statements of Stockholders' Equity for years ended December 31, 1998
        through fiscal year ended December 31, 2001.
     Notes to Financial Statements for December 31, 2001 and 2000.

<PAGE>

                             AUTEC ASSOCIATES, INC.

                              FINANCIAL STATEMENTS

                                December 31, 2001




                                 C O N T E N T S


Independent Auditors' Report................................................ F-2

Balance Sheet............................................................... F-3

Statements of Operations.................................................... F-4

Statements of Stockholders' Equity.......................................... F-5

Statements of Cash Flows.................................................... F-6

Notes to the Financial Statements........................................... F-7




                                       F-1
<PAGE>





                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------



To the Board of Directors
Autec Associates, Inc.
Stuart, Florida

We have audited the accompanying balance sheet of Autec Associates, Inc. as of
December 31, 2001, and the related statements of operations, stockholders'
equity and cash flows for the years ended December 31, 2001 and 2000. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with 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 audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Autec Associates, Inc. as of
December 31, 2001 and the results of its operations and its cash flows for the
years ended December 31, 2001 and 2000 in conformity with accounting principles
generally accepted in the United States of America.



/s/ HJ & Associates LLC
-----------------------
HJ & Associates, LLC
Salt Lake City, Utah
April 12, 2002

                                      F-2
<PAGE>


                             AUTEC ASSOCIATES, INC.
                                  Balance Sheet

                                     ASSETS
                                     ------

                                                                    December 31,
                                                                        2001
                                                                      --------

CURRENT ASSETS

   Cash (Note 1)                                                      $ 43,947
   Inventory (Note 1)                                                   12,160
                                                                      --------

     Total Current Assets                                               56,107
                                                                      --------

PROPERTY AND EQUIPMENT (NOTE 1)

   Furniture and fixtures                                                2,497
   Less - accumulated depreciation                                        (250)
                                                                      --------

     Total Property and Equipment                                        2,247
                                                                      --------

     TOTAL ASSETS                                                     $ 58,354
                                                                      ========


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES

   Accounts payable                                                   $ 40,791
   Accrued expenses                                                      1,788
                                                                      --------

     Total Current Liabilities                                          42,579
                                                                      --------

STOCKHOLDERS' EQUITY

   Common stock; 20,000,000 shares authorized of no par value,
    12,500,000 shares issued and outstanding                            20,100
   Additional paid-in capital                                           30,510
   Accumulated deficit                                                 (34,835)
                                                                      --------

     Total Stockholders' Equity                                         15,775
                                                                      --------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $ 58,354
                                                                      ========


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

                                       F-3
<PAGE>


                             AUTEC ASSOCIATES, INC.
                            Statements of Operations


                                                     For the Years Ended
                                                         December 31,
                                               --------------------------------
                                                   2001                2000
                                               ------------        ------------
REVENUE

   Net sales                                   $    169,911        $    210,965
   Cost of goods sold                                99,394             102,473
                                               ------------        ------------

     Gross Profit                                    70,517             108,492
                                               ------------        ------------

EXPENSES

   General and administrative                        42,210              49,752
   Salaries                                          38,211              63,908
                                               ------------        ------------

     Total Expenses                                  80,421             113,660
                                               ------------        ------------

LOSS FROM OPERATIONS                                 (9,904)             (5,168)
                                               ------------        ------------

INCOME TAXES                                           --                  --
                                               ------------        ------------

NET LOSS                                       $     (9,904)       $     (5,168)
                                               ============        ============

BASIC LOSS PER SHARE                           $      (0.00)       $      (0.00)
                                               ============        ============

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                              12,500,000          12,500,000
                                               ============        ============


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

                                       F-4
<PAGE>


                             AUTEC ASSOCIATES, INC.
                       Statements of Stockholders' Equity



                                   Common Stock         Additional
                              -----------------------    Paid-In     Accumulated
                                Shares       Amount      Capital       Deficit
                              ----------   ----------   ----------   ----------

Balance, December 31, 1999    12,500,000   $   20,100   $   24,298   $  (19,763)

Net loss for the year ended
   December 31, 2000                --           --           --         (5,168)
                              ----------   ----------   ----------   ----------

Balance, December 31, 2000    12,500,000   $   20,100   $   24,298   $  (24,931)

Contributed capital                 --           --          6,212         --

Net loss for the year ended
   December 31, 2001                --           --           --         (9,084)
                              ----------   ----------   ----------   ----------

Balance, December 31, 2001    12,500,000   $   20,100   $   30,510   $  (34,015)
                              ==========   ==========   ==========   ==========


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

                                      F-5
<PAGE>
<TABLE>
<CAPTION>


                                   AUTEC ASSOCIATES, INC.
                                  Statements of Cash Flows


                                                                         For the Years Ended
                                                                             December 31,
                                                                         --------------------
                                                                           2001        2000
                                                                         --------    --------
<S>                                                                      <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                                              $ (9,904)   $ (5,168)

   Adjustments to reconcile net loss to net cash provided by operating
     activities:
     Depreciation                                                             250        --
   Changes in operating assets and liabilities:
     (Increase) decrease in inventory                                       7,985      (1,175)
     Increase (decrease) in accounts payable                               18,745      22,046
     Increase (decrease) in accrued expenses                                   97          55
                                                                         --------    --------

       Net Cash Provided (Used) by Operating Activities                    17,173      15,758
                                                                         --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES                                         --          --
                                                                         --------    --------

   Cash paid for fixed assets                                              (2,497)       --
                                                                         --------    --------

       Net Cash Used by Investing Activities                               (2,497)       --
                                                                         --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES                                         --          --
                                                                         --------    --------

   Contributed capital                                                      6,212        --
                                                                         --------    --------

       Net Cash Provided by Financing Activities                            6,212        --
                                                                         --------    --------

NET INCREASE IN CASH                                                       20,888      15,758

CASH AT BEGINNING OF PERIOD                                                23,059       7,301
                                                                         --------    --------

CASH AT END OF PERIOD                                                    $ 43,947    $ 23,059
                                                                         ========    ========

CASH PAID FOR:

   Interest                                                              $   --      $   --
   Income taxes                                                          $   --      $   --


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

                                             F-6
</TABLE>
<PAGE>


                             AUTEC ASSOCIATES, INC.
                        Notes to the Financial Statements
                           December 31, 2001 and 2000


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a.   Organization

     Autec Associates, Inc. (the Company) was incorporated on June 23, 1988
     under the laws of the State of Florida. The Company custom designs,
     manufactures and sells several types of modern jewelry by utilizing a new
     and unique proprietary casting process developed by the Company.

     b.   Accounting Method

     The Company's financial statements are prepared using the accrual method of
     accounting. The Company has elected a December 31 year end.

     c.   Basic Loss Per Share

     Basic loss per share has been calculated based on the weighted average
     number of shares of common stock outstanding during the period.

                                              For the Years Ended
                                                  December 31,
                                          ----------------------------
                                              2001            2000
                                          ------------    ------------

         Numerator - loss                 $     (9,084)   $     (5,168)
         Denominator - weighted average
           number of shares outstanding     12,500,000      12,500,000
                                          ------------    ------------

         Loss per share                   $      (0.00)   $      (0.00)
                                          ============    ============


     There are no dilutive equity instruments issued and outstanding at December
     31, 2001.

     d.   Estimates

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

                                      F-7
<PAGE>


                             AUTEC ASSOCIATES, INC.
                        Notes to the Financial Statements
                           December 31, 2001 and 2000


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     e.   Revenue Recognition

     The Company's sales are completed exclusively as cash-on-delivery.
     Therefore, revenue is recognized when the product is delivered and cash is
     received.

     f.   Income Taxes

     At December 31, 2001, the Company had net operating loss carryforwards of
     approximately $35,000 that may be offset against future taxable income
     through 2021. No tax benefit has been reported in the financial statements,
     because the potential tax benefits of the net operating loss carryforwards
     are offset by a valuation allowance of the same amount.

     The income tax benefit differs from the amount computed at federal
     statutory rates of approximately 38% as follows:

                                                  For the Years Ended
                                                      December 31,
                                                  ------------------
                                                    2001       2000
                                                  -------    -------


           Income tax benefit at statutory rate   $ 3,764    $ 1,964
           Change in valuation allowance           (3,764)    (1,964)
                                                  -------    -------

                                                  $  --      $  --
                                                  =======    =======

     Deferred tax assets (liabilities) are comprised of the following:

                                                 For the Years Ended
                                                     December 31,
                                                 --------------------
                                                   2001        2000
                                                 --------    --------

          Income tax benefit at statutory rate   $ 13,238    $  9,474
          Change in valuation allowance           (13,238)     (9,474)
                                                 --------    --------

                                                 $   --      $   --
                                                 ========    ========


     Due to the change in ownership provisions of the Tax Reform Act of 1986,
     net operating loss carryforwards for Federal income tax reporting purposes
     are subject to annual limitations. Should a change in ownership occur, net
     operating loss carryforwards may be limited as to use in future years.

     g.   Advertising

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

                                      F-8
<PAGE>


                             AUTEC ASSOCIATES, INC.
                        Notes to the Financial Statements
                           December 31, 2001 and 2000


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     h.   Inventory

     Inventories are stated at the lower of cost or market value using the
     first-in, first-out method of valuation. Inventory consists of finished
     goods which are various jewelry items.

     i.   Recent Accounting Pronouncements

     During the years ended September 30, 2001, and 2000, the Company adopted
     the provisions of FASB Statement No. 140 "Accounting for Transfers and
     Servicing of Financial Assets and Extinguishments of Liabilities (a
     replacement of FASB Statement No. 125.), FASB Statement No. 141, "Business
     Combinations," FASB Statement No. 142, "Goodwill and Other Intangible
     Assets," FASB Statement No. 143, "Accounting for Asset Retirement
     Obligations," FASB Statement No. 144, "Accounting for the Impairment or
     Disposal of Long-Lived Assets," and FIN 44 "Accounting for Certain
     Transactions Involving Stock Compensation (an interpretation of APB Opinion
     No. 25.)." The effect of these adopted provisions on the Company's
     financial statements was not significant.

     j.   Property and Equipment

     Property and equipment are stated at cost. At December 31, 2001, property
     and equipment consists exclusively of furniture and fixtures. Depreciation
     is computed using the straight-line method over a seven-year useful life.

NOTE 2 - EQUITY TRANSACTIONS

     During 2001, a shareholder of the Company contributed $6,212 to the Company
     by paying expenses for the Company.

                                      F-9
<PAGE>


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

     Since November 1, 2000 and to date, the Company's principal independent
accountant has been HJ & Associates, LLC ("HJ"). The Company has not engaged the
services of any principal independent accountant other than HJ, and there has
never been a change in the Company's principal independent accountant.

     During the period of HJ's engagement, there have been no disagreements with
HJ which were not resolved on any matter concerning accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of HJ, would have caused HJ
to make reference to the subject matter of the disagreements in connection with
its audit report on the Company's financial statements. HJ, as the Company's
principal independent accountant, has not provided an adverse opinion or
disclaimer of opinion to the Company's financial statements nor modified its
opinion as to uncertainty, audit scope or accounting principles.

     The Company's principal independent accountant from November 2000 to the
current date is HJ & Associates, LLC, 50 South Main Street, Suite 1450, Salt
Lake City, Utah 84114.


                                    PART III

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

Identification of Directors and Executive Officers

     The directors and executive officers of the Company are as follows:

Name                           Age          Position with the Company
----                           ---          -------------------------

Arthur Garrison                63           Director and President

Luther Jeffries                69           Director and Secretary/Treasurer

     Arthur Garrison is one of the founders of the Company and has served as a
director and president since its inception. Mr. Garrison studied art at the
Flager Museum School In West Palm Beach, Florida. At the age of 13, Mr. Garrison
began his apprentice training for goldsmithing and jewelry manufacturing under
this grandfather and father in New Orleans, Louisiana. At the age of 19, Mr.
Garrison entered the Marine Corp. and served four years with an Honorable
Discharge. Other the past thirty years, Mr. Garrison served as a shop foreman at
Jewel Master Corp. in Philadelphia, Pennsylvania, where he designed jewelry and
set precious stones for Harry Winstons, New York City. He has also been
self-employed within the jewelry industry. Mr. Garrison's recent activities have
involved founding the Company. He also serves on the board of directors of
Diamond Brokers Ltd. in Nassau, Bahamas.

     Luther Jeffries is one of the founders of the Company and has served as a
director and the secretary/treasurer since its inception. Mr. Jeffries studied
at Ohio State University, the Army Engineers School at Fort Belvoir, Virginia,
and the University of Alaska receiving degrees in engineering and finance. Over
the past thirty years, Mr. Jeffries served as chief executive officer of many
companies, most notably the General Nuclear Corp. in Houston, Texas. Others
included Cumberland Research Corp. in Port Norris, New Jersey, and Eastern
Testing Laboratories in Pennsauken, New Jersey. Mr. Jeffries also served as a
consultant to many governmental entities and private companies, including the
U.S. Department of Commerce, the U.S. Atomic Energy Commission, the Commonwealth
of the Bahamas, the British American Tobacco Company, and to three successive
governors of the State of New Jersey. Mr. Jeffries developed and patented a
device for determining the exact location of kilcuries gamma sources. He is a
member of several societies, including the Society of Naval Architects & Marine
Engineers, the American Society for Metals, the American Society for Quality
Control and the American Society for Technology. Mr. Jeffries has authored
several papers, including "Interaction of Politics and the Seafood Industry" for
the World Marticulture Society, "Because of the Thresher" for the American
Society for Quality Control, and "A Reconciliation of the Results of
Radiographic and Ultrasonic Inspection of High Yield Steels" for the U.S. Bureau
of Ships.

     As of the date of this Annual Report, no family relationships exist among
the named directors. No arrangement or understanding exists between any such
director or officer and any other persons pursuant to which any director or
executive officer was elected as a director or executive officer of the Company.
The directors of the Company are elected annually and serve until their
successors take office or until their death, resignation or removal. The
executive officers serve at the pleasure of the Board of Directors of the
Company.

     As of the date of this Annual Report, no director or executive officer of
the Company is or has been involved in any legal proceeding concerning (i) any
bankruptcy petition filed by or against any business of which such person was a
general partner or executive officer either at the time of the bankruptcy or
within two years prior to that time; (ii) any conviction in a criminal
proceeding or being subject to a pending criminal proceeding (excluding traffic
violations and other minor offenses) within the past five years; (iii) being
subject to any order, judgment or decree permanently or temporarily enjoining,
barring, suspending or otherwise limiting involvement in any type of business,
securities or banking activity; or (iv) being found by a court, the Securities
and Exchange Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law (and the judgment has
not been reversed, suspended or vacated).

<PAGE>


Executive Compensation

     As of the date of this Annual Report, directors and officers of the Company
do not receive compensation for their respective roles as directors or officers.
Officers and directors of the Company are reimbursed for any out-of-pocket
expenses incurred by them on behalf of the Company. As of the date of this
Annual Report, neither Messrs. Garrison nor Jeffries have received any
compensation, either directly or indirectly, for their services as directors and
executive officers of the Company. Executive compensation is subject to change
concurrent with Company requirements.

     Mr. Garrison, however, has earned compensation pursuant to services
performed on behalf of the Company relating to the manufacture and marketing of
the Company's products, as reflected below. As of the date of this Annual
Report, neither Mr. Garrison nor Mr. Jeffries has earned compensation that
remains unpaid.

     Summary Compensation Table

                             Annual Compensation        Awards        Payouts
                           ----------------------     ----------      -------
                              $       $       $       $       #      $      $
Name and Position          Salary   Bonus   Other    RSA   Options  LTIP  Other
-----------------          ------   -----   -----    ---   -------  ----  -----
                                                  (1)
Arthur Garrison     1999     0        0     $35,300   0       0      0      0
Pres./Director      2000     0        0     $37,740   0       0      0      0
                    2001     0        0     $ 2,600   0       0      0      0

Luther Jeffries     1999     0        0         0     0       0      0      0
Director/Secretary  2000     0        0         0     0       0      0      0
                    2001     0        0         0     0       0      0      0

     (1) Annual compensation based on fiscal years ended December 31, 2001, 2000
and 1999, respectively, and paid by the Company according to actual time and
services performed relating to the manufacture and marketing of the Company's
products.

     No stock option plan has been approved or adopted by the board of directors
of the Company.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth the name and address, as of the date of this
Annual Report, and the approximate number of shares of Common Stock owned of
record or beneficially by each person who owned of record, or was known by the
Company to own beneficially, more than five percent (5%) of the Company's Common
Stock, and the name and shareholdings of each officer and director, and all
officers and directors as a group.

--------------------------------------------------------------------------------
Title of Class     Name and Address             Amount and Nature     Percent
                   of Beneficial Owner               of Class         of Class
--------------------------------------------------------------------------------
                                                             (1)
Common Stock        Arthur Garrison                  2,310,000          18.5%
                    38 E. Osceola Street
                    Stuart, Florida 34994
                                                             (1)
Common Stock        Luther Jeffries                  2,310,000          18.5%
                    38 E. Osceola Street
                    Stuart, Florida 34994

Common Stock        Officers/directors as a          4,620,000          37.0%
                    group (2 persons)
--------------------------------------------------------------------------------
(1)
  These are restricted shares of Common Stock. Share ownership also includes any
rights to acquire shares of Common Stock within sixty days from the date of this
Annual Report from options, warrants, rights, conversion privileges or similar
obligations. As of the date of this Annual Report, no such rights exist for
either individual.

<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     As of the date of this Annual Report, the Company has not entered into any
other contractual arrangements with related parties. The board of directors of
the Company has not adopted or approved any policy regarding possible future
transactions with related third parties.

     Mr. Jeffries is not engaged in other businesses, either individually or
through partnerships and corporations in which he may have an interest, hold an
office or serve on the boards of directors. Mr. Garrison, however, does serve on
the board of directors of Diamond Brokers Ltd. in Nassau. Mr. Garrison does not
hold any equity interest in Diamond Brokers Ltd. The directors of the Company,
Messrs. Garrison and Jeffries, may in the future have other business interests
to which they may devote a minor portion of their time. Certain conflicts of
interest, therefore, may arise in the future between the Company and its
directors. Such conflicts can be resolved through the exercise by Messrs.
Garrison and Jeffries of judgment consistent with their fiduciary duties to the
Company. Messrs. Garrison and Jeffries intend to resolve any such conflicts in
the best interests of the Company.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits.

          None.

     (b)  Reports.

          None.

SIGNATURES

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

                                         AUTEC ASSOCIATES, INC.


Dated: April 24, 2002                    By: /s/ Arthur Garrison
                                         ------------------------
                                         Arthur Garrison, President