United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                            ------------------------

                                  Form 10-KSB/A
                                (Amendment No. 2)

[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 0-29435


                                FUTURE CARZ, INC.
             (Exact Name of Registrant as Specified in its Charter)

            NEVADA                                      88-0431029
 (State or other jurisdiction of         (I.R.S. employer identification number)
 incorporation or organization)

    8930 EAST RAINTREE, SUITE 100
          SCOTTSDALE, AZ                                  85260
(Address of principal executive offices)               (Zip code)

       Registrant's Telephone Number, Including Area Code: (480) 444-0080

        Securities Registered Pursuant to Section 12(b) of the Act: NONE

           Securities Registered Pursuant to Section 12(g) of the Act:

     Common Stock, $0.001 par value per share, 20,000,000 shares authorized,
           5,543,032 issued and outstanding as of December 31, 2001.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not 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. [ ]

The approximate aggregate market value of the Common Stock held by
non-affiliates of the registrant, based upon the closing price of the Common
Stock reported on OTCBB, was $3,774,803 as of December 31, 2001. (1) For the
purposes of this computation, all executive officers, directors and 5%
shareholders of the Company have been assumed to be affiliates. Certain of such
persons may disclaim that they are affiliates of the Company. The number of
shares of Common Stock outstanding as of December 31, 2001 was 5,543,032.
<PAGE>
                       DOCUMENTS INCORPORATED BY REFERENCE

Sections of the registrant's definitive Proxy Statement for the registrant's
Annual Meeting of Stockholders, which will be filed with the Securities and
Exchange Commission, are incorporated by reference into Part III of this Report
to the extent stated herein.

                            ------------------------

The following discussion contains, in addition to historical information,
forward-looking statements that involve risks and uncertainties. The Company's
actual results could differ significantly from the results discussed in the
forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below and in Item
6, "Management's Discussion and Analysis of Financial Condition or Plan of
Operation."
<PAGE>
                                     PART I

ITEM 1. BUSINESS.

OVERVIEW AND HISTORY

Future Carz, Inc. ("Future Carz" or the "Company"), a Nevada corporation
incorporated on July 13, 1999, is an operating company in the used automobile
leasing industry with a principal business objective to offer financial
alternatives to qualified individuals who do not meet traditional financing
terms. The result is a new type of leasing organization capable of building
highly profitable brand-name stores in a largely untapped market within the used
automobile industry.

By the end of the fourth quarter we had decided to abandon the automobile
leasing industry and start looking for a new business model. We are currently
looking for a business model related to the automotive industry. In recent
months we have been in negotiations with several candidates with assets of
$12,000,000 or greater. It is the goal of management to acquire a NASDQ
qualified company and restore shareholder value within the next several months.

PROPRIETARY RIGHTS

We currently do not possess trademarks, patents, or copyrights, in relation to
our products and services. Policing unauthorized use of our proprietary and
other intellectual property rights could entail significant expense. In
addition, there can be no assurance that third parties will not bring claims of
copyright or trademark infringement against us or claim that certain aspects of
our processes or features violates a patent they hold. There can be no assurance
that third parties will not claim that we have misappropriated their creative
ideas or formats or otherwise infringed upon their proprietary rights. Any
claims of infringement, with or without merit, could be time consuming to
defend, result in costly litigation, divert management attention, require us to
enter into costly royalty or licensing arrangements to prevent us from using
important technologies or methods, any of which could have a material adverse
effect on our business, financial condition or operating results.

EMPLOYEES

At present, we have 1 full-time employee who is the officer and director of the
Company. Our employee is currently not represented by a collective bargaining
agreement, and we believe that our relations with our employee is good.

RISK FACTORS

The following discussion contains, in addition to historical information,
forward-looking statements that involve risks and uncertainties. Our actual
results could differ significantly from the results discussed in the
forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below and in Item
6, "Management's Discussion and Analysis of Financial Condition or Plan of
Operation."

                                       1
<PAGE>
LIMITED OPERATING HISTORY

We were incorporated on July 13, 1999, with a principal business objective to
offer financial alternatives to qualified individuals who do not meet
traditional financing terms. We have a limited operating history on which to
base an evaluation of our business and prospects. Our prospects must be
considered in light of the risks, expenses and difficulties frequently
encountered by companies in their early stage of operations, particularly
companies in evolving markets such as ours. These risks include, but are not
limited to, an evolving and unpredictable business model, dependence on the
growth in use of the products and services we provide, the acceptance of our
products and services, the ability to attract and retain a suitable user base,
the ability to establish a large dealer network while maintaining high quality
customer service, rapid technological change and the management of growth. In
view of our business and our limited operating history, we believe that
period-to-period comparisons of our operating results are not necessarily
meaningful and should not be relied upon as an indication of future performance.

UNPREDICTABILITY OF FUTURE REVENUES; POTENTIAL FLUCTUATIONS IN OPERATING
RESULTS; SEASONALITY

As a result of our limited operating history, we are unable to accurately
forecast our revenues. We anticipate that we may experience significant
fluctuations in our future operating results due to a variety of factors, many
of which are outside our control. Factors that may adversely affect our
operating results include (i) our ability to attract a new business model; (ii)
our ability to upgrade and develop our systems and infrastructure; and (iii) the
amount and timing of operating costs and capital expenditures relating to
expansion of our business, operations and infrastructure.

Due to the foregoing factors, our operating results may fall below the
expectations of securities analysts and investors. In such event, the trading
price of the Common Stock would likely be materially adversely affected.

E-COMMERCE SECURITY RISKS

A requirement of the continued growth of e-commerce is the secure transmission
of confidential information over public networks. We intend to rely on public
key cryptography and digital certificate technology to provide the security and
authentication necessary for secure transmission of confidential information.
Various regulatory and export restrictions may prohibit us from using the
strongest and most secure cryptographic protection available and there by expose
our products and services to a risk of data interception. A party who is able to
circumvent our security measures could misappropriate proprietary information or
interrupt our operations. Any such compromise or elimination of our security
could reduce demand for our services. We may be required to expend significant
capital and other resources to protect against such security breaches or to
address problems caused by such breaches.

Concerns over the security of the Internet and other online transactions and the
privacy of users may also inhibit the growth of the Internet and other online
services generally, and the Web in particular, especially as a means of
conducting commercial transactions. Because our activities involve the storage
and transmission of proprietary information, such as personal information,
security breaches could damage our reputation and expose Future Carz to a risk
of loss or litigation and possible liability. Security measures may not prevent
security breaches and failure to prevent such security breaches may disrupt our
operations.

                                       2
<PAGE>
RISKS TYPICAL OF E-COMMERCE COMPANIES

The possible slow adoption of Internet and Intranet solutions by businesses may
harm our prospects. In order for us to be successful, the Internet must continue
to be adopted by businesses as a means of making information and electronic
services available to individuals and other businesses. In addition, the
Internet must continue to be adopted as an important means of buying and selling
products and services. Because Internet usage is continuing to evolve, it is
difficult to estimate with any assurance the size of this market and its growth
rate, if any. To date, many businesses and consumers have been deterred from
utilizing Intranets and the Internet for a number of reasons, including:
security concerns; limited access to the Internet; lack of availability of
cost-effective, high-speed service; inconsistent quality of service; potentially
inadequate development of network infrastructure; the inability to integrate
business applications on these networks; and the need to operate with multiple
and frequently incompatible products. Consumers may not broadly accept the
electronic procurement of automobile leases, which could limit possible growth
in our revenues.

DEPENDENCE ON KEY PERSONNEL; NEED FOR ADDITIONAL PERSONNEL

Our performance is substantially dependent on the services and on the
performance of our President, Edward Heisler. Our performance also depends on
our ability to attract, hire, retain and motivate our officers and key
employees. The loss of the services of any of our executive officers or other
key employees could have a material adverse effect on our business, prospects,
financial condition and results of operations. We have not entered into
long-term employment agreements with any of our key personnel and currently have
no "Key Man" life insurance policies. Our future success may also depend on our
ability to identify, attract, hire, train, retain and motivate other highly
skilled technical, managerial, marketing and customer service personnel.
Competition for such personnel is intense, and there can be no assurance that we
will be able to successfully attract, assimilate or retain sufficiently
qualified personnel. The failure to attract and retain the necessary technical,
managerial, marketing and customer service personnel could have a material
adverse effect on our business, prospects, financial condition and results of
operations.

ESTABLISHMENT OF A BRAND NAME

We believe that establishing and maintaining the goodwill associated with a
brand name is a critical aspect of attracting and expanding a client base.
Future Carz has not yet developed a strong brand name and if we fail to do so it
could have a material adverse impact on our business. The importance of brand
recognition will increase with competition. Promotion and enhancement of this
brand name will depend largely on the success in providing high quality
services, which cannot be assured. If users do not perceive our products to be
comprehensive and of high quality, or if Future Carz introduces new features, or
enters into new business ventures that are not favorably received by the public,
we will risk diluting the value of our brand name. If we fail to provide high
quality services, or otherwise to promote and maintain a brand name, or if we
incur excessive expenses in an attempt to improve services, or promote and
maintain a brand name, future results of operations and financial condition
could be materially and adversely affected.

GROWTH STRATEGY IMPLEMENTATION; ABILITY TO MANAGE GROWTH

We anticipate that significant expansion will be required to address potential
growth in our customer base and market opportunities. Our expansion is expected
to place a significant strain on our management, operational and financial
resources. To manage any material growth of our operations and personnel, we may
be required to improve existing operational and financial systems, procedures
and controls and to expand, train and manage our employee base. Further, our
management may be required to develop relationships with various automobile

                                       3
<PAGE>
dealerships, Internet search engines, other Web sites and other automobile
related companies necessary to our business. There can be no assurance that our
planned personnel, systems, procedures and controls will be adequate to support
our future operations, that management will be able to hire, train, retain,
motivate and manage required personnel or that our management will be able to
successfully identify, manage and exploit existing and potential market
opportunities. If we are unable to manage growth effectively, our business,
prospects, financial condition and results of operations may be materially
adversely affected.

POSSIBLE FUTURE ISSUANCE OF COMMON STOCK

The Company is authorized to issue up to 20,000,000 Shares of Common Stock.
Presently, there are 5,543,032 shares of Common Stock issued and outstanding.
Additional issuances of Common Stock may be required to raise capital, to
acquire stock or assets of other companies, to compensate employees or to
undertake other activities without stockholder approval. These additional
issuances of Common Stock will increase outstanding shares and further dilute
stockholders' interests. Because our Common Stock is currently subject to the
existing rules on penny stocks, the market liquidity for and value of our
securities can be severely adversely affected.

ITEM 2. PROPERTIES.

Our corporate headquarters were located at 8930 E. Raintree, Suite 300,
Scottsdale, AZ 85260. In December of 2001 we moved to 8930 E. Raintree, Suite
100, Scottsdale, AZ 85260. The dimension of the new office space is
approximately 200 square feet. The space is at no charge to the corporation. We
do not have any additional facilities, nor are there proposed programs for the
renovation, improvement or development of the properties currently being
utilized by us.

ITEM 3. LEGAL PROCEEDINGS.

We are currently listed as a defendant in a lawsuit against American Automotive
Corporation and its officers by a few of their previous shareholders. We feel
Future Carz is protected by the agreement between the company and American
Automotive Corporation and do not see any merit to the lawsuit related to Future
Carz.

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

A definitive proxy statement (Form 14A) was filed with the Securities and
Exchange Commission on October 30, 2000 to announce our Annual Meeting of
Stockholders. This meeting was held at the Gold Coast Hotel and Casino at 4000
West Flamingo Rd, Las Vegas, Nevada 89103, on November 6, 2000, at 10:00 a.m.,
Pacific daylight time. At this meeting the following business was conducted:

     1.   A Board of Directors consisting of two directors, was elected to serve
          until  the  next  annual  meeting  of  stockholders  and  until  their
          successor(s)  have been duly  elected  and  qualified  or until  their
          earlier resignation or removal.

                                       4
<PAGE>
          The following nominees were elected:

    NAME OF NOMINEE      DIRECTOR SINCE       AGE           POSITION
    ---------------      --------------       ---           --------
    Hal B. Crawford*      July, 1999          42        President/CEO/
                                                        Treasurer and Director

    Denise Crawford*      July, 1999          40        Secretary and Director

----------
*    however, on November 11, 2000, Hal B. Crawford and Denise Crawford resigned
     from the  Board of  Directors  and left the  Company.  At the same  time Ed
     Heisler  was  appointed  to the Board or  Directors,  and named  President,
     Secretary and Treasurer of Future Carz, Inc. On April 2, 2001,  Terry Neild
     was  appointed  as Chairman of the Board and CEO and later  resigned on May
     29, 2001.

     2.   To change the name of the company from FutureCarz.com,  Inc. to Future
          Carz, Inc.

          This item was approved unanimously.

     3.   To transact such other business as may properly come before the Annual
          Meeting and any adjournment or adjournments thereof.

          No other business was transacted.

                                       5
<PAGE>
                                     PART II

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

Our common stock, par value $0.001 per share (the "Common Stock"), is traded on
the Over the Counter Bulletin Board ("OTCBB") under the symbol "FCZI". There was
no active trading market for the Common Stock before September 29, 2000.

                                                      HIGH           LOW
                                                      ----           ---
   January 1, 2001 - March 31, 2001                   1.39           .88
   April 1, 2001 - June 30, 2001                      1.36           .15
   July 1, 2001 - September 30, 2001                   .99           .27
   October 1, 2001 - December 31, 2001                 .45           .05

HOLDERS

As of December 31, 2001 there were 174 stockholders of record of our Common
Stock.

DIVIDEND POLICY

We have not paid cash dividends on our Common Stock and do not intend to pay any
cash dividends in the foreseeable future.

SALES OF UNREGISTERED SECURITIES

On November 1, 2000 the Company completed an offering of shares of restricted
common stock of the Company pursuant to Regulation D, Rule 505 of the Securities
Act of 1933, as amended, whereby it sold 421,333 shares of Restricted Common
Stock to 5 accredited shareholders of record. These shares were sold at the
price of $0.75 per share for cash of $316,000. The company filed notice filings
in New York, Arizona, and Texas. The offering was sold exclusively in the states
in which notice was given.

On December 11, 2000, the Company issued 20,000 shares of its $0.001 par value
common stock at a price of $0.75 per share to 3 noteholders to extinguish
warrants.

There are 421,333 warrants outstanding sold in conjunction with the Rule 505
offering. The warrants are exercisable at $1.50 per common share on a 1-for-1
basis after one year from the date of issuance and any outstanding warrants are
redeemable by the Company after two years from the date of issuance. The
warrants have no fixed redemption price and no expiration date.

During 2001, the Company issued 33,334 shares of its $0.001 par value common
stock to two shareholders at a price of $0.90 per share, which approximates the
fair market value of the shares, in exchange for services performed.

During 2001, the Company issued 1,248,335 shares of its $0.001 par value common
stock to various shareholders in exchange for services to be performed valued at
$1,553,250, which approximates the fair market value of the shares. At December
31, 2001, the Company had deferred stock compensation expense of $996,144 for
the services that have not been performed.

On February 23, 2001 the Company issued 666,667 shares of its $0.001 par value
common stock at a price of $2.625 per share, which approximates the fair market
value of the shares, related to the Asset Purchase of Auto Central Discount.

                                       6
<PAGE>
On April 3, 2001, the Company issued 3,334 shares of its $0.001 par value common
stock at a price of $0.66 per share, which approximates the fair market value of
the shares, to three noteholders to comply with the terms of the note.

On April 12, 2001, the Company issued 333,333 shares of its $0.001 par value
common stock at a price of $0.54 per share, which approximates the fair market
value of the shares, to various key employees of Auto Central Discount in
relation to the Asset Purchase Agreement.

On July 12, 2001, the Company issued 1,000,000 shares of its $0.001 par value
common stock at a price of $1.74 per share, which approximates the fair market
value of the shares, related to the Asset Purchase of American Automotive Group.

On August 13, 2001, the Company issued 4,000 shares of its $0.001 par value
common stock at a price of $2.19 per share, which approximates the fair market
value of the shares, in exchange for services performed.

On November 9, 2001, the Company issued 16,667 shares of its $0.001 par value
common stock at a price of $1.47 per share, which approximates the fair market
value of the shares, to an individual in relation to an option agreement the
Company entered.

On January 5, 2002, the Company effected a 1 for 3 reverse stock split of its
common stock. All share and per share amounts have been retroactively adjusted
to reflect the effect of the split.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

                           FORWARD LOOKING STATEMENTS

The statements contained in this report that are not historical facts are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act. Forward-looking statements are made based upon
management's current expectations and beliefs concerning future developments and
their potential effects upon the Company. There can be no assurance that future
developments affecting the Company will be those anticipated by management.
Actual results may differ materially from those included in the forward-looking
statements.

Readers are also directed to other risks and uncertainties discussed in other
documents filed by the Company with the Securities and Exchange Commission. The
Company undertakes no obligation to update or revise any forward-looking
information, whether as a result of new information, future developments or
otherwise.

GENERAL

We were organized in July 13, 1999, as a developmental stage company in the used
automobile leasing industry with a principal business objective to offer
financial alternatives to qualified individuals who do not meet traditional
financing terms. The result is a new type of leasing organization capable of
building highly profitable brand-name stores in a largely untapped market within
the used automobile industry. The Company immediately moved to acquire the
assets of two companies already operating in the business. On February 23, 2001
the company completed the acquisition of certain assets of Auto Central
Discount, Inc. of San Diego, CA and in July 2001, the company completed the
acquisition of certain assets of American Automotive Group, Inc. Through these
acquisitions we had operations in San Diego, California, and Glendale, Mesa,
Phoenix, and Scottsdale, Arizona. Although the business model is very profitable
over time, we found it to be very capital intensive in the beginning stages.

Unable to obtain the needed capital to continue, by the end of the fourth
quarter 2001 we had decided to abandon the automobile leasing industry and start
looking for a new business model. We are currently looking for a business model
related to the automotive industry. In recent months we have been in
negotiations with several candidates with assets of $12,000,000 or greater. It
is the goal of management to acquire a NASDQ qualified company and restore
shareholder value within the next several months.

                                       7
<PAGE>
RESULTS OF OPERATIONS

In early 2001, we completed the acquisition of certain assets of Auto Central
Discount, Inc. of San Diego, CA. In July 2001, we completed the acquisition of
certain assets of American Automotive Group, Inc.

COMPARATIVE

Revenue for the year ended December 31, 2001 was $180,096 as compared to the
year ended December 31, 2000 when we reported no revenue. We had steadily
increased revenue since inception due to the growing acceptance in the
marketplace for our products and services. The Company upon purchase of certain
assets of Auto Central Discount, Inc. initiated auto-leasing operations.

Total operating expenses for the year ended December 31, 2001 were $4,790,392.
This represents an increase of $4,692,946 in total operating expenses from the
year ended December 31, 2000, when we reported total operating expenses of
$147,446. The Company's operating expenses include the necessary sales, general
and administrative expenses associated with the auto-leasing operations and also
include $1,565,940 and $1,568,400 of financing costs associated with the Auto
Central Discount and American Automotive asset purchases.

We recorded a net loss for the year ended December 31, 2001 of $5,162,210 as
compared to the loss of $168,680 reported in 2000. Furthermore, as of December
31, 2001 the company had a working capital deficit of $599,405. The net cash
used in operational activities for the year ended December 31, 2001 was $297,398
as compared to net cash used in operational activities of $140,981 reported in
2000.

FUTURE BUSINESS

By the end of the fourth quarter we had decided to abandon the automobile
leasing industry and start looking for a new business model. We are currently
looking for a business model related to the automotive industry. In recent
months we have been in negotiations with several candidates with assets of
$12,000,000 or greater. It is the goal of management to acquire a NASDQ
qualified company and restore shareholder value within the next several months.

LIQUIDITY AND CAPITAL RESOURCES

Net Loss. Due to the significant finance expense related to the asset purchases
of Auto Central Discount and American Automotive and consulting and employee
contracts, we experienced a net loss of $5,162,210 for the year ended December
31, 2001, as compared to a net loss of $168,680 in 2000.

We estimate our capital requirements to total approximately $15,000 per month
for the next 2 to 4 months. We are currently in the process of searching for a
new business model and expect this estimate to change based on the operating
requirements of that model.

                                       8
<PAGE>
ITEM 7. FINANCIAL STATEMENTS.

                                Future Carz, Inc.
                                Table of Contents

                                                                        Page
                                                                        ----

Report of Independent Auditors                                           10

Balance Sheet                                                            11

Statements of Operations                                                 12

Statement of Stockholders' (Deficit)                                     13

Statements of Cash Flows                                                 14

Notes to Financial Statements                                            15-24

                                       9
<PAGE>
                         REPORT OF INDEPENDENT AUDITORS


Shareholders and Board of Directors
Future Carz, Inc.

We have  audited  the  accompanying  balance  sheet of Future  Carz,  Inc. as of
December 31,  2001,  and the related  statements  of  operations,  stockholders'
(deficit),  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 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 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 Future  Carz,  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.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in Note 12 to the
financial statements,  the Company has suffered recurring losses and has working
capital and stockholders' deficits.  These factors raise substantial doubt about
the  Company's  ability to continue as a going  concern.  Management's  plans in
regard to these matters are also discussed in Note 12. The financial  statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.

/s/ Stark Winter Schenkein and Co., LLP.

Denver, Colorado
May 15, 2002

                                      10
<PAGE>
                                Future Carz, Inc.
                                  Balance Sheet
                                December 31, 2001

ASSETS

Current assets:
  Accounts receivable                                               $     7,541
  Note receivable                                                         1,000
  Assets held for sale                                                   26,727
                                                                    -----------
      Total current assets                                               35,268
                                                                    -----------

Fixed assets, net                                                        16,753
                                                                    -----------

                                                                    $    52,021
                                                                    ===========

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current liabilities:
  Bank overdraft                                                    $       814
  Accounts payable and accrued expenses                                 314,554
  Accounts payable - related party                                       34,069
  Accrued interest                                                        3,975
  Accrued interest - related parties                                     21,815
  Notes payable - current                                               100,000
  Notes payable - related parties - current                             159,446
                                                                    -----------
      Total current liabilities                                         634,673
                                                                    -----------
Long-term liabilities:
  Notes payable - related parties                                        49,250
                                                                    -----------
                                                                         49,250
                                                                    -----------
Stockholders' (deficit):
 Preferred stock, $0.001 par value, 5,000,000 shares
  authorized, no shares issued and outstanding                               --
 Common stock, $0.001 par value, 20,000,000 shares
  authorized, 5,543,032 shares issued and outstanding                     5,543
 Additional paid-in capital                                           5,727,146
 Deferred compensation                                                 (996,144)
 Accumulated (deficit)                                               (5,368,447)
                                                                    -----------
                                                                       (631,902)
                                                                    -----------

                                                                    $    52,021
                                                                    ===========

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

                                       11
<PAGE>
                                Future Carz, Inc.
                            Statements of Operations
                 For the Years Ended December 31, 2001 and 2000


<TABLE>
<CAPTION>
                                                                     2001                2000
                                                                  -----------         -----------
<S>                                                               <C>                 <C>
Revenue                                                           $   180,096         $        --
                                                                  -----------         -----------
Expenses:
  Non-cash stock compensation                                         775,866                  --
  Write off of assets acquired by issuance of common stock          3,134,340                  --
  General and administrative                                          865,256              69,448
  Fees paid to affiliates                                                  --              75,983
  Depreciation and amortization                                        14,930               2,015
                                                                  -----------         -----------
                                                                    4,790,392             147,446
                                                                  -----------         -----------

Net operating (loss)                                               (4,610,296)           (147,446)

Other income (expenses):
  Interest income                                                       1,018               1,273
  Interest expense                                                    (27,347)             (2,840)
  (Loss) on disposal of assets                                       (195,410)                 --
  (Loss) on writedown of assets                                      (330,175)            (19,667)
                                                                  -----------         -----------

Net (loss)                                                        $(5,162,210)        $  (168,680)
                                                                  ===========         ===========
Weighted average number of common shares
 outstanding - basic and fully diluted                              4,067,233           1,847,945
                                                                  ===========         ===========

Net (loss) per share - basic and fully diluted                    $     (1.27)        $     (0.09)
                                                                  ===========         ===========
</TABLE>

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

                                       12
<PAGE>
                                Future Carz, Inc.
                      Statement of Stockholders' (Deficit)
                 For the Years Ended December 31, 2001 and 2000


<TABLE>
<CAPTION>
                                               Common Stock        Additional                                        Total
                                           -------------------      Paid-in        Deferred      Accumulated      Stockholders'
                                           Shares       Amount      Capital      Compensation      (Deficit)       (Deficit)
                                           ------       ------      -------      ------------      ---------       ---------
<S>                                      <C>           <C>        <C>            <C>            <C>             <C>
Balance, January 1, 2000                  1,776,029     $1,776     $   69,003     $      --      $   (37,557)    $    33,222

  Shares issued for cash
  pursuant to Rule 505 offering             421,333        421        315,579            --               --         316,000

  Shares issued to
  extinguish warrants                        20,000         20         14,980            --               --          15,000

  Shareholder advance
  converted to capital                           --         --          2,000            --               --           2,000

  Net (loss) for the year                        --         --             --            --         (168,680)       (168,680)
                                          ---------     ------     ----------     ---------      -----------     -----------

Balance, December 31, 2000                2,217,362     $2,217     $  401,562     $      --      $  (206,237)    $   197,542

  Shares issued in exchange
  for services                            1,285,669      1,286      1,590,724      (996,144)              --         595,866

  Shares issued to key employees            333,333        333        179,667            --               --         180,000

  Purchase of assets of Auto
  Central Discount                          666,667        667      1,749,333            --               --       1,750,000

  Purchase of assets of American
  Automotive Group                        1,000,000      1,000      1,739,000            --               --       1,740,000

  Shares issued in exchange for
  note agreements                            23,334         23         42,377            --               --          42,400

  Shares issued in exchange for
  option agreement                           16,667         17         24,483            --               --          24,500

  Net (loss) for the year                        --         --             --            --       (5,162,210)     (5,162,210)
                                          ---------     ------     ----------     ---------      -----------     -----------

Balance, December 31, 2001                5,543,032     $5,543     $5,727,146     $(996,144)     $(5,368,447)    $  (631,902)
                                          =========     ======     ==========     =========      ===========     ===========
</TABLE>

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

                                       13
<PAGE>
                                Future Carz, Inc.
                            Statements of Cash Flows
                 For the Years ended December 31, 2001 and 2000
<TABLE>
<CAPTION>
                                                                                    2001                2000
                                                                                 -----------         -----------
<S>                                                                              <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net (loss)                                                                     $(5,162,210)        $  (168,680)
  Depreciation and amortization expense                                               14,930               2,015
  Loss on writedown of assets                                                        278,902              19,667
  Write off of note receivable and related interest                                   51,273                  --
  Loss on disposal of assets                                                         195,410                  --
  Common stock issued for services                                                   775,866                  --
  Financing costs paid for by issuance of common stock                                66,900              15,000
  Write off of assets acquired by issuance of common stock                         3,134,340                  --
  Bad debt expense                                                                    11,928                  --
  Changes in:
    Accounts receivable                                                              (19,469)                 --
    Note receivable                                                                   (1,000)                 --
    Assets held for sale                                                                  --             (15,550)
    Interest receivable - affiliates                                                      --              (1,273)
    Bank overdraft                                                                       814                  --
    Accounts payable                                                                 297,899               5,000
    Accounts payable - related party                                                  34,069                  --
    Accrued interest                                                                   1,135                  --
    Accrued interest - related parties                                                21,815               2,840
                                                                                 -----------         -----------
Net cash (used in) operating activities                                             (297,398)           (140,981)
                                                                                 -----------         -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Advances on notes receivable - affiliates                                               --            (138,000)
  Purchase of fixed assets                                                           (28,555)            (26,844)
                                                                                 -----------         -----------
Net cash (used in) investing activities                                              (28,555)           (164,844)
                                                                                 -----------         -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from notes payable                                                        148,696                  --
  Proceeds from notes payable - related parties                                      100,000              60,000
  Issuance of common stock                                                                --             316,000
  Advance from shareholder                                                                --               2,000
                                                                                 -----------         -----------
Net cash provided by financing activities                                            248,696             378,000
                                                                                 -----------         -----------

Net increase (decrease) in cash                                                      (77,257)             72,175
Cash - beginning                                                                      77,257               5,082
                                                                                 -----------         -----------
Cash - ending                                                                    $        --         $    77,257
                                                                                 ===========         ===========
Supplemental disclosures:
  Interest paid                                                                  $        --         $        --
                                                                                 ===========         ===========
  Income taxes paid                                                              $        --         $        --
                                                                                 ===========         ===========
Non-cash investing and financing activities:
  Advance from shareholder converted to capital                                  $        --         $     2,000
                                                                                 ===========         ===========
  Asset purchase through issuance of common stock                                $ 3,490,000         $        --
                                                                                 ===========         ===========
  Common stock issued for deferred compensation                                  $   996,144         $        --
                                                                                 ===========         ===========
  Issuance of common stock for cancelled option to purchase business             $    24,500         $        --
                                                                                 ===========         ===========
  Common stock issued in exchange for note agreements                            $    42,400         $        --
                                                                                 ===========         ===========
  Write off of note receivable cancelled through asset purchase                  $    88,000         $        --
                                                                                 ===========         ===========
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                       14
<PAGE>
                                FUTURE CARZ, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The Company was organized on July 13, 1999 under the laws of the State of Nevada
as Future Carz.com,  Inc. The Company's  principal business objective is to be a
leading  consumer  automotive  internet  site  for  automobile  information  and
purchasing services. On November 6, 2000 the Company's  shareholders approved an
amendment  to the  Articles of  Incorporation  to change the  Company's  name to
Future Carz,  Inc. For periods prior to January 1, 2001,  the Company was in the
development stage.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America 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 revenue and expenses during
the  reporting  period.  Actual  results could differ  significantly  from those
estimates.

Cash and Cash Equivalents

For the purpose of the statements of cash flows,  all highly liquid  investments
with the maturity of three months or less are considered to be cash equivalents.

Equipment

Equipment is recorded at cost.  Minor additions and renewals are expensed in the
year acquired. Major additions and renewals are capitalized and depreciated over
their estimated useful lives. Depreciation is calculated using the straight-line
method over the estimated useful lives as follows:

            Office equipment                      5 years
            Furniture and fixtures                7 years
            Leasehold improvements                7 years

Revenue Recognition

The Company recognizes revenue as an auto is sold and title passes.

Advertising Costs

The Company  expenses all costs of  advertising as incurred.  Advertising  costs
included  in general and  administrative  expenses  were  $20,257 and $0 for the
years ended December 31, 2001 and 2000.

                                       15
<PAGE>
                                FUTURE CARZ, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

Website Development Costs

The website  comprises  multiple features and offerings that are currently under
development,  and it is  anticipated  that the  offerings  will  require  future
development and  refinement.  In connection with the development of its website,
the  Company  incurs  external  costs for  hardware,  software,  and  consulting
services,  and internal costs for payroll and related expenses of its technology
employees  directly  involved in the  development.  All  hardware  costs will be
capitalized.  Purchased  software  costs  are  capitalized  in  accordance  with
Statement  of  Position  98-1  "Accounting  for the costs of  Computer  Software
Developed or Obtained  for  Internal  Use." All other costs will be reviewed for
determination of whether  capitalization or expense as product  development cost
is appropriate.

Fair Value of Financial Instruments

Fair value estimates  discussed herein are based upon certain market assumptions
and pertinent  information  available to management as of December 31, 2001. The
respective  carrying  value of certain  on-balance-sheet  financial  instruments
approximated  their fair values.  These financial  instruments  include cash and
cash  equivalents  (bank  overdraft),   accounts  receivable,  note  receivable,
accounts  payable  and accrued  expenses,  and notes  payable.  Fair values were
assumed to  approximate  carrying  values for these items because they are short
term in nature and their carrying  amounts  approximate  fair values or they are
payable  on  demand.  The  carrying  value of the  Company's  long  term debt is
estimated based on the quoted market prices for the same or similar issues or on
the current rates available for debt of the same remaining maturities.

Impairment of Long-Lived Assets

The Company  periodically  reviews the carrying  amount of  property,  plant and
equipment and its identifiable  intangible  assets to determine  whether current
events or  circumstances  warrant  adjustments to such carrying  amounts.  If an
impairment  adjustment is deemed necessary,  such loss is measured by the amount
that the carrying  value of such assets  exceeds their fair value.  Considerable
management  judgment  is  necessary  to  estimate  the fair  value of assets and
accordingly, actual results could vary significantly from such estimates. Assets
to be disposed of are carried at the lower of their financial statement carrying
amount or fair value less costs to sell.  Management  determined that impairment
on assets during 2001 and 2000 were $278,902 and $19,667.

Net (Loss) Per Common Share

The Company  follows  Statement of  Financial  Accounting  Standard  (SFAS) 128,
"Earnings Per Share".  Basic earnings (loss) per common share  calculations  are
determined  by dividing net income by the weighted  average  number of shares of
common  stock  outstanding  during the year.  Diluted  earnings per common share
calculations  are  determined  by dividing  net income by the  weighted  average
number of common  shares and  dilutive  common  share  equivalents  outstanding.
During the periods when they are  anti-dilutive,  common stock  equivalents,  if
any, are not considered in the computation.

                                       16
<PAGE>
                                FUTURE CARZ, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

Segment Reporting

The Company  follows SFAS 131,  "Disclosure  about Segments of an Enterprise and
Related Information".  Certain information is disclosed,  per SFAS 131, based on
the  way  management  organizes  financial   information  for  making  operating
decisions  and  assessing  performance.  The Company  currently  operates in one
business segment and will evaluate additional segment disclosure requirements as
it expands operations.

Income Taxes

The Company  follows SFAS 109,  "Accounting  for Income Taxes" for recording the
provision for income  taxes.  Deferred tax assets and  liabilities  are computed
based upon the difference  between the financial  statement and income tax basis
of assets and  liabilities  using the enacted  marginal tax rate applicable when
the related  asset or liability is expected to be realized or settled.  Deferred
income  tax  expenses  or  benefits  are  based on the  changes  in the asset or
liability  each period.  If available  evidence  suggests that it is more likely
than not  that  some  portion  or all of the  deferred  tax  assets  will not be
realized, a valuation allowance is required to reduce the deferred tax assets to
the amount that is more likely than not to be realized.  Future  changes in such
valuation  allowance are included in the provision for deferred  income taxes in
the period of change.

Deferred income taxes may arise from temporary differences resulting from income
and  expense  items  reported  for  financial  accounting  and tax  purposes  in
different  periods.  Deferred  taxes are  classified as current or  non-current,
depending on the  classification of assets and liabilities to which they relate.
Deferred  taxes arising from  temporary  differences  that are not related to an
asset or liability  are  classified as current or  non-current  depending on the
periods in which the temporary differences are expected to reverse.

Recent Pronouncements

In July 2001, the Financial  Accounting  Standards Board (FASB) issued SFAS 141,
"Business  Combinations," and SFAS 142,  "Goodwill and Intangible  Assets." SFAS
141 is effective for all business  combinations  completed  after June 30, 2001.
SFAS 142 is effective for the year beginning  January 1, 2002;  however  certain
provisions  of that  Statement  apply to goodwill  and other  intangible  assets
acquired  between July 1, 2001,  and the effective date of SFAS 142. The Company
does not believe the adoption of these  standards will have a material impact on
its financial statements.

In July  2001,  the FASB  issued  SFAS 143,  "Accounting  for  Asset  Retirement
Obligations." This statement  addresses  financial  accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs.  This Statement  applies to all entities.  It
applies to legal obligations associated with the retirement of long-lived assets
that result from the acquisition,  construction, development and (or) the normal
operation of a long-lived asset, except for certain obligations of lessees. This
Statement  is  effective  for  financial  statements  issued  for  fiscal  years
beginning  after June 15,  2002.  The  Company is  evaluating  the impact of the
adoption of this standard and has not yet  determined  the effect of adoption on
its financial position and results of operations.

                                       17
<PAGE>
                                FUTURE CARZ, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

In August 2001,  the FASB issued SFAS 144,  "Accounting  for the  Impairment  or
Disposal of Long-Lived Assets." This statement  addresses  financial  accounting
and reporting for the impairment or disposal of long-lived assets and supersedes
SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed  Of." The  provisions  of the  statement are effective for
financial  statements issued for fiscal years beginning after December 15, 2001.
The Company is  evaluating  the impact of the adoption of this  standard and has
not yet determined the effect of adoption on its financial  position and results
of operations.

NOTE 2 - NOTES RECEIVABLE - AFFILIATES

During the year ended  December 31, 2000, the Company made various loans to Auto
Central Discount,  Inc., an affiliated entity,  totaling $88,000. The promissory
notes bore interest at 8% per annum with principal and interest  payments in the
amount of $23,760 due on March 31, 2001, June 30, 2001,  September 30, 2001, and
December 31, 2001. This note and the related  accrued  interest were written off
in 2001 when the Company  purchased  the assets of Auto Central  Discount,  Inc.
(See Note 11).

During the year ended December 31, 2000, the Company loaned AdZone  Interactive,
Inc., an affiliated entity, $50,000. The promissory note bore interest at 8% per
annum with principal and interest payments in the amount of $13,500 due on March
31, 2001,  June 30, 2001,  September 30, 2001, and December 31, 2001.  This note
and the related  accrued  interest,  aggregating  $51,273 were  determined to be
uncollectible and written off in 2001.

NOTE 3 - ASSETS HELD FOR SALE

At December  31,  2001,  the Company had $26,727 of assets held for sale.  These
assets are  automobiles  that were sold  subsequent to year end. The automobiles
are recorded at their net  realizable  value.  A loss on the write down of these
assets of $64,623 was recognized at December 31, 2001.

NOTE 4 - WEB DEVELOPMENT COSTS

The Company incurred and capitalized $20,000 in web development costs during the
period ended December 31, 1999.  During November 2000, the Company abandoned the
entire  website  except for the  registered  domain name.  Accordingly,  the net
development costs of $19,667 have been written off in their entirety to "Loss on
writedown of assets" as of December 31, 2000.

                                       18
<PAGE>
                                FUTURE CARZ, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 5 - PROPERTY AND EQUIPMENT

The  Company's  property  and  equipment  at December  31,  2001  consist of the
following:

     Office equipment                                  $ 20,020
     Leasehold improvements                               7,901
                                                       --------
                                                         27,921
     Less: Accumulated depreciation                     (11,168)
                                                       --------
                                                       $ 16,753
                                                       ========

Depreciation expense totaled $14,930 and $2,015 for the years ended December 31,
2001 and 2000.

NOTE 6 - NOTES PAYABLE

On August  29,  2000,  the  Company  borrowed  $60,000  from  three  individuals
(Noteholders).  The Promissory Notes (Notes) were originally due on February 28,
2001 but were  extended  until  December 13, 2001 with an interest  rate of 15%.
Each  individual  has the option to convert  all or some of the  principal  into
shares of common  stock at a price of $0.30 per share on or before the  maturity
date.  On December 11, 2000,  the  Noteholders  were issued 20,000 shares of the
Company's $0.001 par value common stock at $.75 per share to extinguish warrants
issued with the original Notes (See Note 9). The Company is currently in default
on the notes.

During the year ended December 31, 2001, the Company  entered into several notes
with various individuals and Companies evidenced with promissory notes valued at
$198,696.  The interest rate on these notes varies  between 8 and 20%. The notes
have various due dates and terms. A number of these notes are to related parties
(See Note 10).

On November 8, 2001, the Company entered into a note with an unrelated party for
$50,000 with interest at 20%. The amount was due within 30 days, however, if not
paid  within  the 30 days,  payments  of $5,000 a month  will be made  until the
principal and interest are paid in full.

Future payments on the notes are as follows:

     Year
     ----
     2002                            $ 259,446
     2003                               26,500
     2004                               22,750
                                     ---------
                                     $ 308,696
                                     =========

As of December 31, 2001,  accrued  interest on these notes was $25,790;  of this
amount $21,815 is interest payable to related parties.

                                       19
<PAGE>
                                FUTURE CARZ, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 7 - COMMITMENTS

The  Company has  executed a  three-year  lease for 4,000 feet of  building  and
office space located in Scottsdale,  Arizona commencing  November 1, 2000 in the
amount $6,084 per month during  November and December of 2000, and increasing to
$7,667 per month thereafter, with incremental annual CPI increases.

The Company entered into a one-year lease for approximately 1,200 feet of office
space in Glendale, Arizona on February 1, 2001 in the amount of $800 per month.

The Company  entered into a one-year lease for office space in Mesa,  Arizona on
March 1, 2001 in the amount of $1,100 per month.

Rent expense totaled  $108,427 and $13,858 for the years ended December 31, 2001
and 2000.

Summary of Future Minimum Lease Payments:

      Fiscal Year                                 Amount
      -----------                                 ------
          2002                                   $ 96,104
          2003                                     76,670
                                                 --------
                                                 $172,774
                                                 ========

NOTE 8 - INCOME TAXES

The Company  accounts  for income taxes under SFAS 109,  "Accounting  for Income
Taxes,"  which  requires use of the  liability  method.  SFAS 109 provides  that
deferred  tax assets  and  liabilities  are  recorded  based on the  differences
between the tax bases of assets and liabilities  and their carrying  amounts for
financial reporting purposes, referred to as temporary differences. Deferred tax
assets  and  liabilities  at the end of each  period  are  determined  using the
currently  enacted tax rates  applied to taxable  income in the periods in which
the deferred tax assets and liabilities are expected to be settled or realized.

The provision for income taxes differs from the amount  computed by applying the
statutory  federal income tax rate to income before  provision for income taxes.
The sources and tax effects of the differences are as follows:

     U.S federal statutory rate                      (34.0%)

     Valuation reserve                                34.0%
                                                     -----
     Total                                              --%
                                                     =====

As of December 31, 2001,  the Company has a net operating loss  carryforward  of
approximately  $5,400,000  for tax  purposes,  which will be available to offset
future taxable income.  If not used, this  carryforward  will expire in 2020 and
2021.  The deferred tax asset  relating to the operating  loss  carryforward  of

                                       20
<PAGE>
                                FUTURE CARZ, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

approximately  $1,836,000  has been fully  reserved at December  31,  2001.  The
change in the  deferred  tax asset  during the year ended  December 31, 2001 was
$1,750,000.

NOTE 9 - STOCKHOLDERS' (DEFICIT)

The Company is authorized to issue 20,000,000  shares of $0.001 par value common
stock and 5,000,000 shares of $0.001 par value preferred stock.

On November 1, 2000, the Company  completed an offering that was registered with
the  State  of  Nevada  pursuant  to NRS  90.490  and was  exempt  from  federal
registration  pursuant to Regulation D, Rule 505 of the  Securities Act of 1933,
as amended. The Company sold 421,333 shares of its $0.001 par value common stock
at a price of $0.75 per share for total cash of $316,000.  The entire amount was
funded by one individual who is now a director of the Company.

On December 11, 2000,  the Company  issued 20,000 shares of its $0.001 par value
common  stock at a price of $0.75  per  share  to 3  noteholders  to  extinguish
warrants.

There are 421,333  warrants  outstanding  sold in conjunction  with the Rule 505
offering.  The warrants are exercisable at $1.50 per common share after one year
from the date of issuance and any  outstanding  warrants are  redeemable  by the
Company  after two years from the date of issuance.  The warrants  have no fixed
redemption price and no expiration date.

During 2001,  the Company  issued  33,334  shares of its $0.001 par value common
stock to two shareholders at a price of $0.90 per share,  which approximates the
fair market value of the shares, in exchange for services performed.

During 2001, the Company issued  1,248,335 shares of its $0.001 par value common
stock to various shareholders in exchange for services to be performed valued at
$1,553,250,  which approximates the fair market value of the shares. At December
31, 2001,  the Company had deferred stock  compensation  expense of $996,144 for
the services that have not been performed.

On February 23, 2001 the Company  issued  666,667 shares of its $0.001 par value
common stock at a price of $2.625 per share,  which approximates the fair market
value of the shares, related to the Asset Purchase of Auto Central Discount (See
Note 11).

On March 6, 2001, the Company commenced a Regulation D offering pursuant to Rule
506 of the  Securities  and Exchange  Commission  Act of 1933,  as amended.  The
Private Placement Memorandum offers investment units consisting of $10,000 Notes
at 15% interest plus 333 shares of the Company's  $0.001 par value common stock.
On March 16,  2001,  the Company  issued  10,000  shares of its $0.001 par value
common  stock  at a  price  of  $1.56  per  share  and a  $30,000  note  to  two
individuals.  Also,  on July 20, 2001,  the Company  issued 10,000 shares of its
$0.001 par value  common  stock at a price of $2.46 per share and a $30,000 note
to an individual.

                                       21
<PAGE>
                                FUTURE CARZ, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

On April 3, 2001, the Company issued 3,334 shares of its $0.001 par value common
stock at a price of $0.66 per share, which approximates the fair market value of
the shares, to three noteholders to comply with the terms of the note.

On April 12, 2001,  the Company  issued  333,333  shares of its $0.001 par value
common stock at a price of $0.54 per share,  which  approximates the fair market
value of the  shares,  to various  key  employees  of Auto  Central  Discount in
relation to the Asset Purchase Agreement (See Note 11).

On July 12, 2001,  the Company issued  1,000,000  shares of its $0.001 par value
common stock at a price of $1.74 per share,  which  approximates the fair market
value of the shares,  related to the Asset Purchase of American Automotive Group
(See Note 11).

On August 13,  2001,  the Company  issued  4,000  shares of its $0.001 par value
common stock at a price of $2.19 per share,  which  approximates the fair market
value of the shares, in exchange for services performed.

On November 9, 2001,  the Company  issued  16,667 shares of its $0.001 par value
common stock at a price of $1.47 per share,  which  approximates the fair market
value of the shares,  to an  individual  in relation to an option  agreement the
Company entered into (See Note 11).

On January 5, 2002,  the Company  effected a 1 for 3 reverse  stock split of its
common stock. All share and per share amounts have been  retroactively  adjusted
to reflect the effect of the split.

NOTE 10 - RELATED PARTY TRANSACTIONS

On September 1, 2000,  the Company  entered  into a  consulting  agreement  with
Denford,  LLC  (Denford) for services  rendered  during the  development  stage.
Denford,  LLC is owned by the  Company's  prior  president,  director  and major
shareholder.  Pursuant to the terms of the  agreement,  the Company paid Denford
$30,500 in consulting fees as of December 31, 2000. The agreement  terminated on
December 31, 2000.

On September 1, 2000,  the Company  entered  into a  consulting  agreement  with
Financial Power Network, Inc. (FPN) for services rendered during the development
stage.  FPN is owned by a  Company  shareholder.  Pursuant  to the  terms of the
agreement,  the Company paid FPN $28,500 in  consulting  fees as of December 31,
2000. The agreement terminated on December 31, 2000.

During 2000, the Company  reimbursed  $16,983 relating to due diligence services
and other related expenses to an affiliated entity.

During 2001, a stockholder of the Company paid  operating  expenses on behalf of
the Company. At December 31, 2001 the Company owed the stockholder $19,279.

                                       22
<PAGE>
                                FUTURE CARZ, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

During 2001, an officer of the Company paid operating  expenses on behalf of the
Company. At December 31, 2001 the Company owed the officer $14,790.

During 2001,  various related  parties  entered into  promissory  notes with the
Company.  As of December 31, 2001, $208,696 in principal and $21,815 in interest
is payable to the related parties.

NOTE 11 - ASSET PURCHASE AGREEMENTS

On February  23, 2001,  the Company  entered  into an Asset  Purchase  Agreement
(Agreement) with Auto Central Discount, Inc. (Auto Central), whereby the Company
acquired  automobiles valued at $184,060 of Auto Central in exchange for 666,667
shares of its $0.001 par value common  stock,  333,333  shares of its $0.001 par
value common stock to obtain the services of key employees of Auto Central,  the
assumption of three Auto Central operating leases,  and a consulting  agreement.
Pursuant to the Agreement, the holders of the shares have piggyback registration
rights.

On July  12,  2001,  the  Company  entered  into  an  Asset  Purchase  Agreement
(Agreement) with American Automotive Group, Inc. (American), whereby the Company
acquired  automobiles  valued at $171,600 of American in exchange for  1,000,000
shares of its $0.001 par value  common  stock.  Pursuant to the  Agreement,  the
holders of the shares have piggyback registration rights.

On November 9, 2001, the Company entered into an option agreement with Pendleton
Investment,  Inc. and Flash Funding, Inc. (Seller).  The option agreement was to
grant the Company an option to purchase the Seller's  business.  The Seller owns
and operates a used  automobile  sales business and car financing  operations at
two  locations.  The Company  issued  16,667 shares of its common stock and paid
$50,000 to the Seller for the option  price as per the  Agreement.  The  Company
later decided not to exercise its option.

NOTE 12 - GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern which  contemplates the  recoverability
of assets and the  satisfaction of liabilities in the normal course of business.
Since its  inception,  the Company has been engaged  substantially  in financing
activities  and  developing its product line,  incurring  substantial  costs and
expenses.  As a result,  the Company  incurred net losses during the years ended
December 31, 2001 and 2000 of $5,162,210  and  $168,680.  The Company also has a
working capital  deficit of $599,405 and a stockholders'  deficit of $631,902 at
December 31, 2001.  In addition,  the  Company's  development  activities  since
inception have been financially sustained by debt and capital contributions from
its affiliates and others.

The Company's  management has made plans to alleviate the debt by issuing shares
of common  stock.  The Company is pursuing new lines of business and  increasing
equity through the issuance of stock.

                                       23
<PAGE>
                                FUTURE CARZ, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

The ability of the Company to continue as a going concern is dependent  upon its
ability  to  raise  additional  capital  from  the  sale of  common  stock  and,
ultimately,  the achievement of significant operating revenues. The accompanying
financial  statements  do not  include  any  adjustments  that might be required
should the  Company be unable to recover  the value of its assets or satisfy its
liabilities.

NOTE 13 - SUBSEQUENT EVENTS

Subsequent to year end, two shareholders  purchased three notes with balances of
$60,000 from the noteholders.

The  Company  issued  606,740  shares of its  $0.001 par value  common  stock in
exchange for the payment of various notes outstanding with balances of $241,696.

The  Company  issued  50,698  shares of its $0.001 par value  common  stock to a
related  party  in  exchange  for  monies  owed  to him for  operating  expenses
aggregating $20,279.

NOTE 14 - CONTINGENCIES

The Company is currently a defendant in a lawsuit  against  American  Automotive
Group and other  defendants  relating  to  allegations  of  securities  fraud by
certain  shareholders of American Automotive Group. The Company was named in the
lawsuit  due to its asset  purchase of American  Automotive  Group's  auto lease
assets  during the year (See Note 11).  The Company is unable to  determine  the
likelihood or amount of any damages.

                                       24
<PAGE>
                                    PART III

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

The name, age, position and date of appointment of the Company's directors and
executive officers are as follows:

   Name         Age        Position                         Appointed
   ----         ---        --------                         ---------
Edward Heisler  36    President, Secretary,      December 21, 2000/May 29, 2001/
                      Treasurer, C.E.O. and      April 29, 2002
                      Chairman of the Board

Terry Neild     61    Chairman of the Board, CEO  April 2, 2001

----------
* Terry Neild, was appointed April 2, 2001 and resigned on May 29, 2001

EDWARD HEISLER, PRESIDENT, SECRETARY, TREASURER AND DIRECTOR - Mr. Heisler was
responsible for the Training and Education Department of DaimlerChrysler. While
with that automotive giant, he resolved union and management training issues,
acquired 1.5 million dollars for training from state and federal sources, and
facilitated seminars in lean manufacturing and tracking techniques and in
communication, cost-cutting, and enhanced productivity. For Chrysler's first
engine launch in 40 years -- an engine which later received one of Ward's top
ten engine awards -- Mr. Heisler trained 750 employees in 55,000 hours over a
one-year period. As Continuous Improvement Specialist at DaimlerChrysler, he
implemented ongoing initiatives, facilitated in-plant tracking boards, and
developed procedures and data tracking for ISO 9000/QS 9000 compliance. On
December 21, 2000 he was named president and COO of Future Carz, Inc.

TERRY W. NEILD, CEO, CHAIRMAN OF THE BOARD AND DIRECTOR - Mr. Neild has over 30
years of experience in guiding the development of emerging companies at the
board level. Most recently he was a director and co-founder of National
Scientific Corporation, a technology company located in Scottsdale, Arizona. He
has been a director and chaired a number of notable public companies including
the Clearly Canadian Beverage Company, which he co-founded. Mr. Neild began his
career as an accountant and controller for multi-national companies. He replaced
Hal Crawford, who resigned from the position.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than five percent of
a registered class of the Company's equity securities, to file with the SEC
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Officers, directors and greater than
ten-percent stockholders are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file. To the Company's knowledge,
based solely on review of the copies of such reports furnished to the Company
and written representations that reports were required during the fiscal year
ended December 31, 2001, its officers, directors and greater than ten percent
beneficial owners have not complied with all Section 16(a) filing requirements.

                                       25
<PAGE>
ITEM 10.  EXECUTIVE COMPENSATION.

The following table discloses compensation paid during the fiscal year ended
December 31, 2001 to (i) the Company's Chief Executive Officer, and (ii)
individual(s) who were the only executive officers, other than the Chief
Executive Officer, serving as executive officers at the end of 2001 whose total
salary and bonus did not exceeded $100,000 (the "Named Executive Officers").



  Name and Principal                    Annual Compensation        All Other
      Position                 Year     Salary($)   Bonus($)     Compensation($)
      --------                 ----     ---------   --------     ---------------
Edward Heisler                 2001     78,000(1)      0                 0
President, COO, Secretary,     2000      6,500         0                 0
Treasurer and Director
Chairman of the Board, CEO

Terry Neild                    2001           0(2)     0
Chairman of the Board, CEO

Footnotes to Executive Compensation:

1.   Mr. Heisler received an annual salary of $78,000 beginning January 1, 2001.
2.   Mr.  Neild had waived  payment of a salary.  He did not  accrue,  nor is he
     entitled to compensation based on his employment with the Company.

STOCK OPTIONS GRANTED IN LAST FISCAL YEAR

No stock options were granted in the previous year.

COMPENSATION OF DIRECTORS

Our only directors are the current executive officers that are already drawing
salaries for the management of our Company. They are reimbursed for reasonable
expenses incurred in connection with attendance at meetings of the Board and of
Committees of the Board; however, they do not receive any additional
compensation for their services as directors. Accordingly, it may be necessary
for us to compensate newly appointed directors in order to attract a quality
governance team. At this time the Company has not identified any specific
individuals or candidates nor has it entered into any negotiations or activities
in this regard.

EMPLOYMENT AGREEMENTS

In April 2001 Mr. Heisler entered into an employment agreement between the
Company and himself. As per the agreement, Mr. Heisler received 333,333 shares
of corporate stock to be added to his compensation.

                                       26
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth certain information as of December 31, 2001 with
respect to the beneficial ownership of the Company's Common Stock by: (i) all
persons known by the Company to be beneficial owners of more than 5% of the
Company's Common Stock, (ii) each director and Named Executive Officer, and
(iii) by all executive officers and directors as a group

                                  COMMON STOCK

Name of Beneficial Owner (1)             Number of Shares           % of Class
----------------------------             ----------------           ----------
Hal Crawford                                1,206,667                  22%

Edward Heisler                                333,333                   6%

All Executive Officers and
 Directors as a Group                       1,540,000                  28%

Footnotes to Principal Shareholders:

(1)  The address of Hal Crawford is c/o 2333 Caringa Way #30 Carlsbad, CA 92009.
     The address of Edward Heisler is c/o 24352 North 74th Place, Scottsdale,
     Arizona 85255

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

There have been several transactions to which any person related to the issuer
had or is to have a direct or indirect material interest as set forth in item
404 of Regulation S-B of the Securities and Exchange Act of 1933. Terry Neild,
former Chairman of the Board and C.E.O., and his wife Victoria Neild has both
provided the company with capital in the form of short and long term loans.
Other companies related to Mr. Neild have also provided the company with capital
in the form of short and long term loans. Those companies are, Regency Group,
Ltd., Advantage Nevada Corporation, Investment Capital Corporation, and 21st
Century Club, Inc.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits:

A list of exhibits required to be filed as part of this Annual Report is set
forth in the Index to Exhibits, which immediately precedes such exhibits and is
incorporated herein by reference.

(b) Reports on Form 8-K

A list of exhibits required to be filed as part of this Annual Report is set
forth in the Index to Exhibits, which immediately precedes such exhibits and is
incorporated herein by reference.

                                       27
<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.

                                     FUTURECARZ.COM, INC.


Date: June 5, 2002                  By: /s/ Edward Heisler
                                        -------------------------------------
                                        Edward Heisler,
                                        President, Secretary and Treasurer,
                                        Chairman of the Board, CEO, and Director
                                        (Principal Executive Officer)

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

Date: June 5, 2002


By: /s/ Edward Heisler
   -------------------------------------
   Edward Heisler,
   President, Secretary and Treasurer,
   Chairman of the Board, CEO, and Director
   (Principal Executive Officer)

                                       28
<PAGE>
                                INDEX TO EXHIBITS

EXHIBIT
NUMBER                      NAME AND/OR IDENTIFICATION OF EXHIBIT
------                      -------------------------------------

3        Articles of Incorporation & By-Laws

         (a)  Articles  of  Incorporation  of the Company  filed July 13,  1999.
         Incorporated by reference to the exhibits to the Company's General Form
         For Registration Of Securities Of Small Business Issuers on Form 10-SB,
         previously filed with the Commission.
         (b) By-Laws of the  Company  adopted  July 16,  1999.  Incorporated  by
         reference   to  the  exhibits  to  the   Company's   General  Form  For
         Registration  Of  Securities Of Small  Business  Issuers on Form 10-SB,
         previously filed with the Commission.

13       Annual or Quarterly Reports

         (a) Form 10-QSB for the three months ended March 31, 2000. Incorporated
         by  reference  to the  Company's  Quarterly  Report for Small  Business
         Issuers, previously filed with the Commission.
         (b) Form 10-QSB for the six months ended June 30, 2000. Incorporated by
         reference to the Company's Quarterly Report for Small Business Issuers,
         previously filed with the Commission.
         (c)  Form  10-QSB  for  the  nine  months  ended  September  30,  2000.
         Incorporated by reference to the Company's  Quarterly  Report for Small
         Business Issuers, previously filed with the Commission.
         (d)  Form  10-KSB  for the  twelve  months  ended  December  31,  2000.
         Incorporated by reference to the Company's  Quarterly  Report for Small
         Business Issuers, previously filed with the Commission.
         (e) Form 10-QSB for the three months ended March 31, 2001. Incorporated
         by  reference  to the  Company's  Quarterly  Report for Small  Business
         Issuers, previously filed with the Commission.
         (f) Form 10-QSB for the six months ended June 30, 2001. Incorporated by
         reference to the Company's Quarterly Report for Small Business Issuers,
         previously filed with the Commission.
         (g)  Form  10-QSB  for  the  nine  months  ended  September  30,  2001.
         Incorporated by reference to the Company's  Quarterly  Report for Small
         Business Issuers, previously filed with the Commission.
         (h) Form 8-K March 12, 2001. Incorporated by reference to the Company's
         Report  for  Small  Business   Issuers,   previously   filed  with  the
         Commission.
         (i) Form 8-K March 14, 2001. Incorporated by reference to the Company's
         Report  for  Small  Business   Issuers,   previously   filed  with  the
         Commission.

23       Consent of Experts and Counsel

         Consents of independent public accountants