<PAGE>

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

                                  FORM 10-KSB/A

(Mark One)

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

     For the fiscal year ended __________June 30, 1999____________________

                                       OR

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

   For the transition period from ________________ to ______________________

                    Commission file number ____0-25177______


                       ADVANCED ENGINE TECHNOLOGIES, INC.
    -----------------------------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

            Colorado                                         84-1358194
   -------------------------------                        ------------------
   (State or Other Jurisdiction of                        (I.R.S. Employer
    Incorporation or Organization                        Identification No.)

11150 W. Olympic Boulevard, Suite 1050 Los Angeles, California     90064
--------------------------------------------------------------   ---------
       (Address of Principal Executive Offices)                 (Zip Code)

                                 (310) 914-9599

     ----------------------------------------------------------------------
                           (Issuer's Telephone Number)

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

Title of Each Class                            Name of Each Exchange on Which
to be so Registered                            Each Class is to be Registered
------------------                             ------------------------------
      None                                                   None




           Securities to be registered under Section 12(g) of the Act:
                          Common Stock, $.001 par value
    -----------------------------------------------------------------------
                                (Title of Class)

___X___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 past 90 days.

Yes____X_______   No____________

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or any
amendment to this Form 10-KSB.

         State issuer's revenues for its most recent fiscal year.___$-0-______

         The aggregate market value of the 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 price of such common equity ($6.00 per share) as of
September 7, 1999 was $44,624,256.

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.22,325,000 common shares as
of June 30, 1999_

         Transitional Small Business Disclosure Format (check one): Yes________
No_________

         The registrant hereby files this Annual Report on Form 10-KSB/A to
amend Items 6 and 7 of its Annual Report on Form 10-KSB for the year ended June
30, 1999 to include restated financial statements. No other items in the
registrant's Annual Report on Form 10-KSB for the year ended June 30, 1999 are
amended.

<PAGE>
                                     Part II


Item 6. Management's Discussion and Analysis or Plan of Operation

        The Company plans to continue the development of prototypes and
marketing during the 2000 fiscal year. Activities will include demonstrations to
prospective original equipment manufacturers of products using internal
combustion engines, work with its joint venture partner to develop an engine for
automobile use and developing additional joint venture partners in order to
market the engine. While prototypes of the OX2 engine exist, there can be no
assurance the Company will be successful with its marketing efforts, the
development of its joint ventures or in the ultimate development of the engine
for commercial applications.

        The Company's cash flow requirements to fund these activities and the
general operations of the Company total approximately $800,000 and include
approximately $200,000 for consulting and $100,000 for equipment among other
costs. The Company expects to fund these costs with its current cash reserves of
approximately $2,200,000 which came from private placements. The Company's cost
estimates do not include provisions for any contingencies or unexpected expenses
that may arise or any unanticipated increases in costs. As a result, the
Company's cash reserves may not be adequate to cover the actual costs of
operations in the 2000 fiscal year.

                                        1

<PAGE>
        The Companies' net loss since inception (September 23, 1996) is
$1,454,249. The Companies' net loss for 1999 Fiscal Year is $980,381.

        The Company expects to sign its first contracts for the production of
small engines in fiscal year 2000 and expects as a result to begin generating
revenue. There are currently no signed contracts that will produce revenue and
there can be no assurance management will be successful in negotiating these
contracts.

        The research and development required to bring the product to commercial
production is provided by the Company's parent. In addition, development is
undertaken by its joint venture partner as well. As a result, the Company expect
to carry out or fund any research and development.

        The Company does not currently have any employees other than the its
officers nor does it expect to add any in the next year.

Item 7. Financial Statements

                                                                         Page
                                                                         ----
        Independent Auditors' Report..................................     3
        Financial Statement:
           Balance Sheet .............................................     4
           Statements of Operation ...................................     5
           Statements of Stockholders Equity .........................     6
           Statements of Cash Flows ..................................     7
           Notes to Financial Statements .............................     8-12


                                        2

<PAGE>


NEFF & RICCI LLP
----------------------------
CERTIFIED PUBLIC ACCOUNTANTS
7001 PROSPECT PLACE NE
ALBUQUERQUE, NM  87110

                          Independent Auditors' Report

Advanced Engine Technologies, Inc.
(A Development Stage Company)

We have audited the accompanying balance sheet of Advanced Engine Technologies,
Inc. (a development stage company) as of June 30, 1999, and the related
statements of operations, stockholders' equity, and cash flows for the year then
ended and for the period from September 23, 1996, (inception) through June 30,
1999. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit. The financial statements as of June 30, 1998,
were audited by Neff & Company LLP, who merged with Ricci & Ricci LLC as
of January 1, 1999, and whose report dated August 28, 1999, expressed an
unqualified opinion on those statements.

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 audits 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 Advanced Engine Technologies,
Inc. as of June 30, 1999 and the results of its operations and its cash flows
for the year then ended and from September 23, 1996 (inception) to June 30,
1999, in conformity with accounting principles generally accepted in the United
States of America.

The financial statements have been revised for the matter discussed in Note 6.

/s/ Neff & Ricci LLP

Albuquerque, New Mexico
August 19, 1999, except for Note 6 as to which the date is October 12, 2001

                                       3

<PAGE>
ADVANCED ENGINE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
June 30, 1999


ASSETS

CURRENT ASSETS
    Cash and cash equivalents                                 $     561,796
    Prepaid insurance                                                 8,216
                                                              -------------
           Total current assets                                     570,012
                                                              -------------

FIXED ASSETS
    Furniture                                                         7,523
    Computer equipment                                               43,913
    Manufacturing equipment and tooling                              66,102
    Less accumulated depreciation                                   (19,351)
                                                              -------------
           Total fixed assets                                        98,187

OTHER ASSETS
    Patent rights, net of accumulated
        amortization of $25,181                                   1,496,537
    Patent, copyrights and designs net of
        accumulated amortization of $5,104                           38,646
                                                              -------------
           Total other assets                                     1,535,183
                                                              -------------
           Total assets                                       $   2,203,382
                                                              =============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable                                          $       2,881
                                                              -------------

COMMITMENTS AND CONTINGENCIES (Note 3)

STOCKHOLDERS' EQUITY
    Common stock-50,000,000 shares authorized,
    22,325,000 issued and outstanding; $.001 value                   22,325

    Additional paid-in capital                                    3,554,425

    Committed Common Stock under grant agreement                  4,650,000

    Deficit cost under grant agreement                           (4,572,000)

    Deficit accumulated during the development stage             (1,454,249)
                                                              -------------
           Total stockholders' equity                             2,200,501
                                                              -------------
Total liabilities and stockholders' equity                    $   2,203,382
                                                              =============

The Notes to the Financial Statements are an integral part of this statement.


                                       4

<PAGE>
ADVANCED ENGINE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS Years Ended June 30, 1999 and 1998
Period From September 23, 1996 (Inception)
Through June 30, 1999

                                                                   September 23,
                                                                        1996
                                                                     (Inception)
                                                                       Through
                                                                       June 30,
                                             1999           1998        1999

Operating expenses                      $   400,161       333,601      898,445

Research and development expenses           525,000             -      525,000

Stock grant expense                          78,000             -       78,000
                                        --------------------------------------

Income loss from operations              (1,003,161)     (333,601)  (1,501,445)

Interest income                              22,780        23,966       47,196
                                        --------------------------------------

Net loss                                $  (980,381)     (309,635)  (1,454,249)
                                        ======================================

Basic net loss per share                $     (.045)        (.014)        (.07)
                                        ======================================

Weighted average number of common
    shares outstanding                   21,947,500    21,487,200   20,821,685
                                        ======================================


The Notes to the Financial Statements are an integral part of these statements.


                                       5

<PAGE>

ADVANCED ENGINE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
Years Ended June 30, 1999 and 1998
Period From September 23, 1996 (Inception)
Through June 30, 1999


<TABLE>
<CAPTION>
                                                    Committed
                                                     Common                                Deficit
                                                      Stock                  Deferred    Accumulated
                        Common Stock    Additional    Under                    Costs     During the
                     ------------------  Paid-in      Grant    Subscription Under Grant  Development
                       Shares    Amount  Capital    Agreement   Receivable   Agreement      Stage       Total
                     ---------- ------- ----------  ---------- ------------ -----------  -----------  ----------
<S>                  <C>        <C>     <C>         <C>        <C>          <C>          <C>          <C>
Balance, September
 23, 1996
 (Inception)                 -- $    -- $       --  $       --    $  --     $        --  $        --  $       --
Common stock
Issued to parent
 corporation for
 license rights      20,000,000  20,000    (18,000)                                                        2,000
Common Stock
 issued for cash        499,200     499    498,701                                                       499,200
Common stock
 issued for services    600,000     600      5,400                                                         6,000
Net loss                                                                                    (164,233)   (164,233)
                     ---------- ------- ----------  ----------    -----     -----------  -----------  ----------
Balance June 30,
 1997                21,099,200  21,099    486,101          --       --              --     (164,233)    342,967
Common Stock
 Issued for cash        500,800     501    500,299                                                       500,800
Net loss                                                                                    (309,635)   (309,635)
                     ---------- ------- ----------  ----------    -----     -----------  -----------  ----------
Balance June 30,
 1998                21,600,000  21,600    986,400          --       --              --     (473,868)    534,132
Common Stock
 committed under
 grant agreement                                     4,650,000               (4,650,000)                      --
Common stock
 issued for cash        325,000     325    568,425                                                       568,750
Common stock
 issued for services    400,000     400 $1,999,600                                                     2,000,000
Research and
 development
 expense
 recognized under
 grant agreement                                                                 78,000                   78,000
Net loss                                                                                    (980,381)   (980,381)
                     ---------- ------- ----------  ----------    -----     -----------  -----------  ----------
Balance June 30,
 1999                22,325,000 $22,325 $3,554,425  $4,650,000       --     $(4,572,000) $(1,454,249) $2,200,501
                     ========== ======= ==========  ==========    =====     ===========  ===========  ==========
</TABLE>



The Notes to the Financial Statements are an integral part of these statements.


                                       6

<PAGE>
ADVANCED ENGINE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS Years Ended June 30, 1999 and 1998
Period From September 23, 1996 (Inception)
Through June 30, 1999


<TABLE>
<CAPTION>
                                                                                     September 23,
                                                                                         1996
                                                                                      (Inception)
                                                                                        Through
                                                                                       June 30,
                                                         1999           1998             1999

Reconciliation of net losses to net
   cash applied to operations:
<S>                                                <C>                 <C>            <C>
        Net loss                                   $   (980,381)     $ (309,635)     $(1,454,249)
        Stock grant expense                              78,000               -           78,000
        Depreciation and amortization                    47,834           1,802           49,636
        Issuance of common stock for
           assets and services                          568,750               -          576,750
Changes in current assets and liabilities:
    Stock subscriptions receivable                            -          74,000                -
    Prepaid insurance                                    (8,216)              -           (8,216)
    Accounts payable                                    (28,402)         27,228            2,881
                                                   ---------------------------------------------

           Net cash flows applied to
               operating activities                    (322,415)       (206,605)        (755,198)
                                                   ---------------------------------------------

Cash flows from investing activities:

        Equipment purchases                             (95,757)        (21,782)        (117,539)
        Intangible purchases                         (1,565,468)              -       (1,565,468)
                                                   ---------------------------------------------

           Net cash flows applied to
               investing activities                  (1,661,225)        (21,782)      (1,683,007)
                                                   ---------------------------------------------
Cash flows from financing activities:

        Issuance of common stock                      2,000,000         500,800        3,000,000
        Loan proceeds                                         -               -           50,000
        Loan payments                                         -         (50,000)         (50,000)
                                                   ---------------------------------------------

           Net cash flows provided by
               financing activities                   2,000,000         450,800        3,000,000
                                                   ---------------------------------------------

Net increase in cash and equivalents                     16,360         222,413          561,795

Cash and equivalents at beginning of period             545,435         323,022                -
                                                   ---------------------------------------------

Cash and equivalents at end of period              $    561,795      $  545,435      $   561,795
                                                   =============================================
</TABLE>



The Notes to the Financial Statements are an integral part of these statements.


                                       7

<PAGE>
ADVANCED ENGINE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
June 30, 1999



NOTE 1.  NATURE OF BUSINESS

Advanced Engine Technologies, Inc. (the Company), originally a subsidiary of OX2
Engine (Distribution) Ltd. (OX2), was incorporated under the laws of Colorado
and began operations on September 23, 1996. The Company was formed to acquire
the rights to manufacture, distribute and market an OX2 Engine combustion engine
throughout the United States, Canada and Mexico. On October 18, 1996 the Company
entered into a contract with OX2, which was incorporated in the Republic of
Vanuatu, whereby the Company acquired the rights to manufacture, distribute and
market the OX2 combustion engine. As part of this contract the Company issued
20,000,000 shares of its common stock and was to issue an additional 19,000,000
upon the completion of certain tests (see Note 3). In December 1998, both
parties agreed to cancel the requirement to issue the additional 19,000,000
shares. In addition, OX2 has the right to appoint two of the Company's
directors. As of June 30, 1998, OX2 owned approximately 62 percent of the
Company's outstanding shares.

During the year ended June 30, 1999, OX2 transferred its ownership interest to
various successor entities, none of which individually has a controlling
interest. These successor entities have common ownership and as a group may have
a controlling interest in the Company.

In May of 1999, the Company acquired the world wide patent rights for the OX2
engine from OX2 in exchange for $1.5 million. The Company will take
responsibility for Patent maintenance and future R&D.

As of June 30, 1999, the Company's operations consisted of obtaining capital and
marketing the OX2 combustion engine. Management does not expect to generate
significant sales revenue until fiscal year 2000. Accordingly, planned principal
operations have not commenced and the Company is a development stage enterprise.

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents. Cash and cash equivalents include all cash balances
and highly liquid debt instruments with an original maturity of three months or
less. The Company's cash is deposited in a Colorado financial institution and is
insured only up to $100,000 by the Federal Deposit Insurance Corporation.

Fixed Assets. Fixed assets are stated at cost. Depreciation expense is
calculated using the straight-line method over the estimated useful lives of the
assets, which range from 5 to 10 years.

                                       8

<PAGE>
ADVANCED ENGINE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
June 30, 1999


NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (CONTINUED)

Other Assets. Patent rights are amortized on a straight-line basis over the
remaining estimated useful life of 10 years. The patents, copyrights and designs
are amortized on a straight-line basis over the remaining estimated useful life
of 5 years. The Company continually reviews other assets to assess
recoverability from estimated future net cash flows. To date, these reviews have
not resulted in a reduction of other assets.

Income Taxes. The Company accounts for its income taxes using the liability
method. Under this method, deferred tax liabilities and assets are determined
based on the difference between the financial statement carrying amounts and tax
basis of assets and liabilities using enacted tax rates in effect in the years
in which the differences are expected to reverse. The Company has provided a
valuation allowance to offset the benefit of any net operating loss
carryforwards or deductible temporary differences.

Research and Development  Costs.  Research and development costs are expensed as
incurred.

Advertising Costs. The Company expenses advertising costs as incurred.
Advertising costs amounted to $90,251 from September 23, 1996 (inception) to
June 30, 1999 including $41,808 for the year ended June 30, 1998 and $1,895 for
the year ended June 30, 1999.

Loss per share. Loss per share is computed on the basis of the weighted average
number of common shares outstanding during the year and did not include the
effect of potential common stock as their effect would be antidilutive. The
numerator for the computation is the net loss and the denominator is the
weighted average shares of common stock outstanding.

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

NOTE 3.  RELATED PARTY TRANSACTIONS

The Company paid consulting fees to its President, who is also a shareholder, in
the amount of $211,203 from September 23, 1996 (inception) to June 30, 1999
including $69,790 for the year ended June 30, 1998, and $82,505 for the year
ended June 30, 1999.

                                       9

<PAGE>
ADVANCED ENGINE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
June 30, 1999


NOTE 3.  RELATED PARTY TRANSACTIONS (CONTINUED)

The Company paid administrative fees and reimbursed expenses to a company that
is owned by one of its shareholders in the amount of $50,010 from September 23,
1996 (inception) to June 30, 1999 including $15,700 for the year ended June 30,
1998, and $31,293 for the year ended June 30, 1999.

In October 1996, the Company issued 600,000 shares of its common stock to one of
its founders in exchange for his services in organizing the Company. The
transaction was recorded at the estimated fair market value of the services
provided ($6,000), as this was more readily determinable.

Also in October 1996, the Company entered into a contract with OX2 whereby the
Company acquired the rights to manufacture, distribute and market the OX2
combustion engine in the United States, Canada and Mexico for the life of the
world wide patent. As part of this contract the Company issued 20,000,000 shares
of its common stock and was to issue an additional 19,000,000 upon the
completion of emission tests. In December 1998, both parties agreed to cancel
the requirement to issue the additional 19,000,000 shares. The Company is also
to pay a royalty of 15 percent of the gross proceeds of its revenue. In
addition, OX2 has the right to appoint two of the Company's directors. As of
June 30, 1999, OX2 had appointed one director who is also the Company's
President. In May 1999, the Company acquired the world wide patent rights for
the OX2 engine from OX2 in exchange for $1.5 million. The Company will take
responsibility for Patent maintenance and future R&D.

NOTE 4.  INCOME TAXES

At June 30, 1999 the Company had deferred tax assets amounting to approximately
$539,000. The deferred tax assets consist primarily of the tax benefit of net
operating loss carryforwards and are fully offset by a valuation allowance of
the same amount.

The net change in the valuation allowance for deferred tax assets was an
increase of approximately $359,000 and $70,000 for the year ended June 30, 1999
and 1998, respectively. The net change is due primarily to the increase in net
operating loss carryforwards.

At June 30, 1999 the Company had net operating loss carryforwards of
approximately $1,348,000 available to offset future state and federal taxable
income. These carryforwards will expire in 2017 and 2019 for federal tax
purposes and 2002 and 2004 for state tax purposes.

                                       10

<PAGE>
ADVANCED ENGINE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
June 30, 1999


NOTE 5.  COMMON STOCK

The Company offered one million shares of its common stock at the price of one
dollar per share in an offering memorandum pursuant to Rule 504 of Regulation D
of the Securities Act of 1933. The Company sold 499,200 shares as of June 30,
1997, and 500,800 during fiscal year 1998. As of June 30, 1997, the Company had
stock subscribed in the amount of $74,000 that was recorded as a receivable and
subsequently received in fiscal year 1998.

On August 6, 1998, the Company entered into a joint venture agreement with
Carroll Shelby under which the Company was to issue 300,000 shares of restricted
common stock in exchange for the design and production of a street vehicle that
utilizes the OX2 combustion engine. These shares were issued in November 1998.
They were valued at $525,000 and expensed as research and development costs. In
addition, the Company will issue an additional 250,000 shares upon completion of
the vehicle utilizing the OX2 combustion engine. Subsequent to this transaction,
Carroll Shelby was appointed to the Board of Directors.

In November 1998 the Company issued 25,000 shares of restricted stock to
purchase patents, copyrights, designs and prototypes to be used with the
Company's technology. This transaction was valued at $43,750 and recorded as an
intangible asset.

In April 1999, the Company issued 400,000 shares of common stock for $2,000,000
in a private placement. Subsequent to June 30, 1999, the Company issued an
additional 400,000 shares of common stock for $2,000,000 in a private placement.

In June 1999, the Company agreed to issue 1,000,000 shares of restricted common
stock to the University of California Riverside Foundation in five annual
installments of 200,000 shares each. The donated stock is to provide an
endowment for research funds for the College of Engineering Center for
collaborative research on the development of advanced engine technologies. For
financial statement presentation purposes, the stock under the grant agreement
is treated as committed stock until its issuance. The first and second
installments were issued in July 1999 and 2000, respectively.

Expense on the grant is being recognized ratably over a five-year period based
upon an estimated fair value at the date of the grant of $4.65 per share. This
estimate of its fair value is based upon the tracking price of the stock on the
grant date of $7.75 per share, less a 40% discount because the stock was
restricted, Company's stock had a very low trading volume at the time of the
grant agreement, and the Company was still in a development stage. During the
period from September 23, 1996 (inception) to June 30, 1999, the Company
recognized total expense on the stock grant of $78,000.


                                       11

<PAGE>

NOTE 6.  RESTATEMENT OF THE JUNE 30, 1999 FINANCIAL STATEMENTS

     The financial statements for the year ended June 30, 1999 have been
restated from the originally filed financial statements to reflect greater
expense recognition in this year in connection with the June 1999 stock grant
agreement with the University of Riverside Foundation. (See Note 5 for a
description of the agreement and the accounting related to the agreement.)
Specifically, upon re-evaluation of the agreement, current management has
concluded that the fair value of the committed common stock on the date of the
agreement was $4,650,000, and not $1,500,000 as originally valued. This increase
in the fair value of the committed common stock on the date of the grant
agreement impacts the expense recognition on the stock grant agreement because
the expense which is recognized over a five-year period is based upon the fair
value of the committed common stock on the date of the stock grant agreement. As
a result of the foregoing, the financial statements for the year ended June 30,
1999 have been restated to reflect an additional expense recognized on the stock
grant agreement of $78,000. Additionally, there have been certain presentation
changes in the statement of shareholders' equity to reflect committed common
stock and deferred costs related to the stock grant agreement.

                                       12

<PAGE>

                                   SIGNATURES

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

                       ADVANCED ENGINE TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
                                  (Registrant)

By:                           /s/ Carroll Shelby
        ------------------------------------------------------------------------
                     Carroll Shelby, President and Director

Date:                             October 15, 2001
        ------------------------------------------------------------------------


By:                          /s/ Alexandria Phillips
         -----------------------------------------------------------------------
                   Alexandria Phillips, Treasurer and Director

Date:                             October 15, 2001
        ------------------------------------------------------------------------


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.


By:                             /s/ Noel Holmes
        ------------------------------------------------------------------------
                              Noel Holmes, Director

Date:                             October 15, 2001
        ------------------------------------------------------------------------