UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Form 10-KSB/A
                                 Amendment No. 1

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934

    For the Fiscal Year Ended December 31, 2002

[ ] 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 000-30554

                                FUTURE CARZ, INC.
                 (Name of small business issuer in its charter)

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

717 Union Street, Suite K, San Diego, CA                   92101
(Address of principal executive offices)                 (Zip code)

                   Issuer's telephone number: (619) 696-3690

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

    Title of each class                Name of each exchange on which registered

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

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

                                     COMMON
                                (Title of class)

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

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

State issuer's revenues for its most recent fiscal year. $5,300.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the  average  bid and asked  price of such  common  equity,  as of
December 31, 2002.  (See  definition  of affiliate in Rule 12b-2 of the Exchange
Act.) $3,081,414.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of June 10, 2003: 52,856,900.

                       DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference,  briefly describe them
and  identify  the part of the Form 10-KSB  (e.g.,  Part I, Part II,  etc.) into
which the document is incorporated:  (1) any annual report to security  holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities  Act"). The listed
documents should be clearly described for identification  purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1990).

Transitional Small Business Disclosure Format (Check one): Yes [   ] No [X]
<PAGE>
PART I.......................................................................  3
   ITEM 1.  BUSINESS.........................................................  3
   ITEM 2.  DESCRIPTION OF PROPERTY..........................................  6
   ITEM 3.  LEGAL PROCEEDINGS................................................  6
   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..............  6
PART II......................................................................  6
   ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.........  6
   ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION........  9
   ITEM 7.  FINANCIAL STATEMENTS............................................. 11
   ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
            AND FINANCIAL DISCLOSURE......................................... 12
PART III..................................................................... 12
   ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
            COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT................ 12
   ITEM 10. EXECUTIVE COMPENSATION........................................... 13
   ITEM 11. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS.... 14
   ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................... 14
   ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K................................. 14
SIGNATURES................................................................... 15

                                       2
<PAGE>
                           FORWARD LOOKING STATEMENTS

     This Annual Report contains forward-looking  statements about our business,
financial condition and prospects that reflect our management's  assumptions and
beliefs based on information currently available.  We can give no assurance that
the expectations indicated by such forward-looking  statements will be realized.
If any of our  assumptions  should prove  incorrect,  or if any of the risks and
uncertainties  underlying such expectations should  materialize,  ThremaFreeze's
actual results may differ materially from those indicated by the forward-looking
statements.

     The key factors  that are not within our control and that may have a direct
bearing on operating results include,  but are not limited to, acceptance of our
services, our ability to expand its customer base, managements' ability to raise
capital  in the  future,  the  retention  of key  employees  and  changes in the
regulation of our industry.

     There may be other risks and circumstances that management may be unable to
predict.  When  used in this  Report,  words  such  as,  "BELIEVES,"  "EXPECTS,"
"INTENDS,"  "PLANS,"  "ANTICIPATES,"  "ESTIMATES"  and similar  expressions  are
intended to identify and qualify forward-looking statements,  although there may
be certain  forward-looking  statements  not  accompanied  by such  expressions.
However, the forward-looking  statements contained herein are not covered by the
safe harbors created by Section 21E of the Securities Exchange Act of 1934.

                                     PART I

                                ITEM 1. BUSINESS.

BUSINESS DEVELOPMENT AND SUMMARY

1. Business Development, Organization and Acquisition Activities

     Future Carz,  Inc.  ("Future  Carz" or the  "Company") was organized by the
filing of articles of incorporation  with the Secretary of State of the State of
Nevada on July 13, 1999, under the name Future Carz.com,  Inc. Subsequently,  on
February  5,  2001,   the  Company   filed  an  amendment  to  its  articles  of
incorporation,  whereby it changed its name to Future Carz, Inc. The Company has
never been the subject of any bankruptcy or receivership action.

     On October 28, 2002, the Company  executed a stock purchase  agreement with
The Jack Watters Group (the  "Group").  In accordance  with the  Agreement,  the
Company  exchanged  an  aggregate  of  43,290,934  newly  issued  shares  of the
Company's shares of common stock. In consideration for the purchased shares, the
Group paid to FCRZ an aggregate of  $432,909.34  consisting  of cash and assumed
accounts  payable,  and  which  the  Company  acknowledged  as  fair,  just  and
reasonable   compensation.   The  shares  exchanged  in  this  transaction  were
considered  restricted securities as that term is defined in Paragraph (a)(3) of
Rule 144, under the Securities Act of 1933, as amended (the "Securities Act").

     There has been no other material reclassification,  merger,  consolidation,
or  purchase or sale of a  significant  amount of assets  outside  the  ordinary
course of business.

B. BUSINESS OF THE ISSUER

PRINCIPAL SERVICES AND PRINCIPAL MARKETS

     Future Carz,  Inc. was founded to  capitalize on two  significant  emerging
trends  transforming  the automobile  financing  market:  a dramatic rise in the
number  of  sub-prime  consumers  and a marked  increase  in used  car  leasing.
Sub-prime consumers are individuals with limited credit histories,  low incomes,
or past credit issues that prevent them from accessing traditional  (conforming)
financing.  This group now  accounts  for roughly  45% of the credit  population
nationwide.  Through a predecessor company,  Future Carz management identified a
unique  opportunity for high-yield  profits with  comparatively  low exposure to
risk in the sub-prime segment of the automobile financing market. The innovation
behind the  opportunity  was an  unconventional  approach to leasing rather than
selling used vehicles.

     Future Carz dealerships  provide consistent quality late model used cars to
consumers in the  sub-prime  credit  category.  Customers can expect a reliable,
reconditioned  vehicle for a relatively  low down payment and low monthly  costs
with flexible terms.  Importantly,  it also offers the opportunity for consumers
from all walks of life to re-establish their credit worthiness.

                                       3
<PAGE>
     The reasons for  consumers'  distressed  credit are as varied as the people
who buy cars. A previous bankruptcy, change in marital status, new employment or
change in living situation can all leave an otherwise  credit-worthy  individual
without the means to meet consumer lending guidelines.

     Future Carz' service  offering is designed to meet the needs of the growing
sub-prime  credit sector seeking  quality used  automobiles.  Future Carz,  Inc.
offers an attractive  alternative to buying a used car or leasing a new one. The
concept is to provide  closed-end  leases on used  vehicles  in a format that is
acceptable  to the  sub-prime  consumer,  yet  reduces  risk of default  for the
company.

     The Future Carz leasing system incorporates both new and used cars. Lessees
have an option to take out a warranty for $10 a week which covers the  vehicle's
major  components.  The lease  requires  the lessee to return the  vehicle to an
approved  service  location for a checkup every three months.  The general lease
offering  includes  a range of down  payments  from $500 to $700 in cash with an
average  weekly payment of $75. These payments are due each Friday without fail.
If the lessee  fails to make the payment on Friday,  the lessee  will  receive a
phone call on  Saturday.  If no response  occurs  prior to Monday,  a collection
agency is contacted and takes a more aggressive  approach to receive payment or,
as a last resort, the vehicle.  The leased vehicle title remains in Future Carz'
name during the entire period it is provided to a customer.

     Customers view the  opportunity to drive a quality  vehicle as a luxury and
in many  cases,  Future  Carz  may be  their  last  resort  to  obtain  reliable
transportation.  The added  benefit of  building  good  credit is an  unexpected
bonus.  For this  reason,  the  company  commands  a sense of  loyalty  with its
customers. Many of these individuals will eventually improve their credit rating
and look for newer  vehicles or upgraded  transportation.  Through its approach,
Future Carz can produce strong repeat customer and referral business.

DISTRIBUTION METHODS OF SERVICES

     Future Carz, Inc.'s goal is to transform the automobile  financing services
offering  and  become  the  national  leader in  providing  leases to  sub-prime
consumers  within five years.  The essence of Future Carz  business  model is to
launch a sound  infrastructure and replicate the formula in a nationwide system.
Future  Carz'  mission  will be achieved by  building a  profitable  new service
company that delivers  quality  leasing  services and support.  The service will
enable sub-prime consumers the access to quality transportation in a manner that
is accessible, convenient and affordable.

     The Company will develop Future Carz brand  locations in regions across the
country,  beginning in its home region in the southwestern United States.  These
locations will act as a pilot for the company's system.  Once firmly established
and producing  revenue,  the company will begin the  immediate  expansion of its
dealer network.

     Future Carz, Inc.'s strategy for growth is based on regional development of
locations  beginning  in the first  half of 2003 and  culminating  in a national
dealer network  expected to be realized by 2008.  The company  intends to open a
minimum of six Future Carz  locations  within  each  geographic  region,  with a
single location in each region acting as the regional  headquarters for the hub.
This coverage would provide adequate proliferation of the company's services.

INDUSTRY BACKGROUND

     Future Carz intends to operate solely in the sub-prime  finance  segment of
the used  automobile  market.  Since the Future Carz concept deals  expressly in
leasing  used  vehicles,  as opposed to new autos,  to sub-prime  consumers,  as
opposed  to prime  consumers,  there  is no  national  data  and only  scattered
regional  data  available  on the market niche  addressed  by the  company.  The
company  believes  that  its  unique  proposition  of  offering  leases  on used
automobiles will give it a significant lead into the growing sub-prime market.

Sub-prime Market

     Sub-prime  is  the  sector  which  serves  customers  with  limited  credit
histories,  low incomes,  or past credit problems who cannot access  traditional
financing,  including buy here-pay here dealerships that typically provide their
own  finance  contracts.   Sub-prime  consumers  generally  have  the  following
attributes;  bankruptcy,  first time buyer, judgements,  tax liens, collections,
slow payment history, no payment history, divorce,  repossessions, or a new job.
Lenders  often grade them based on the  severity of past credit  problems,  with
categories  ranging  from  "A-"  on  down  to  "D"  or  lower.  Financing  these
individuals  is  considered  to have a higher risk of default and hence  usually
carries a higher  interest  rate, and potential for higher returns to the lender
than conforming financing.

                                       4
<PAGE>
Used Vehicle Leasing

     Thanks to the  efforts  of the  automobile  industry,  most  consumers  now
believe that a lease is a meaningful  way to obtain a car with a small amount of
capital outlay.  However credit  guidelines  governing leasing are stringent and
require either near perfect  credit or a sizeable down payment to qualify.  Used
cars,  such as those offered through Future Carz  dealerships,  comprise a large
and growing segment of the automobile market.

     While used vehicles represent a large and growing segment of overall sales,
only a very few franchised  dealerships  offer leases on used vehicles.  This is
likely due to the fact that franchised  dealerships have focused mainly on their
core  competency:  selling new and used  vehicles or leasing new cars.  Of those
that do lease,  nearly all dealers  lease only new cars or  pre-owned  cars that
fall in the luxury  automobile  category.  Both of these  options  require prime
credit  worthiness in order to qualify and are generally beyond the means of the
sub-prime consumer.

     It is not likely that the national  franchised car  dealerships  will enter
the sub-prime market with leasing service  offerings for used vehicles.  This is
due partly to  economics,  but also because of the exposure to increased  credit
risk inherent in the market.  The automobile  financial services market does not
currently support a national  dealership network or regional group offering used
vehicle leases to sub-prime consumers.

Increased Consumer Debt

     Consumer debt has reached an all-time high in the United States.  Americans
are finding it harder to climb the mountain of debt that they have built up over
the past decade.  Mortgage delinquencies and write-offs by credit card companies
are rising.  Personal bankruptcy filings have the potential to hit a record high
this year.  All of these factors  point to an economic  climate that is and will
continue to be heavily burdened by consumer debt for the foreseeable future.

REGULATION

     In recent periods,  several major used car finance companies have announced
major downward  adjustments to their  financial  statements,  violations of loan
covenants,  related litigation,  and other events. In addition, certain of these
companies have filed for bankruptcy  protection.  These announcements have had a
disruptive effect on the market for securities of sub-prime  automobile  finance
companies, have resulted in a tightening of credit to the sub-prime markets, and
could lead to enhanced regulatory oversight. Furthermore,  companies in the used
vehicle  financing market have been named as defendants in an increasing  number
of class action  lawsuits  brought by customers  alleging  violations of various
federal and state consumer credit and similar laws and regulations. Although the
Company is not currently a named  defendant in any such  lawsuits,  no assurance
can be given that such claims  will not be  asserted  against the Company in the
future  or that  the  Company's  operations  will  not be  subject  to  enhanced
regulatory oversight.

EFFECT OF EXISTING OR PROBABLE GOVERNMENT REGULATIONS

     The Company's  operations are subject to ongoing  regulation,  supervision,
and licensing under various federal, state, and local statutes,  ordinances, and
regulations.  Among other things, these laws require that the Company obtain and
maintain  certain licenses and  qualifications,  limit or prescribe terms of the
contracts  that the  Company  originates  and/or  purchases,  require  specified
disclosures  to  customers,  limit the  Company's  right to  repossess  and sell
collateral,  and  prohibit  the  Company  from  discriminating  against  certain
customers.  The  Company is also  subject to federal and state  franchising  and
insurance laws.

     The Company  believes that it is currently in substantial  compliance  with
all applicable  material federal,  state, and local laws and regulations.  There
can be no  assurance,  however,  that  the  Company  will be able to  remain  in
compliance   with  such  laws,  and  such  failure  could  result  in  fines  or
interruption  or cessation of certain of the business  activities of the Company
and could have a material  adverse effect on the  operations of the Company.  In
addition,  the adoption of additional  statutes and regulations,  changes in the
interpretation of existing statutes and regulations,  or the Company's  entrance
into  jurisdictions  with more stringent  regulatory  requirements  could have a
material adverse effect on the Company.

EMPLOYEES

     The Company's  officers and  directors are currently the only  employees of
the Company.

                                       5
<PAGE>
                         ITEM 2. DESCRIPTION OF PROPERTY

DESCRIPTION OF PROPERTY

     The  address of the  principal  office is: 717 Union  Street,  Suite K, San
Diego, CA 92101.  Approximately 750 square feet is provided to the Company at no
charge by a related party.  The Company rents three parking spaces in the garage
of the building as the pick-up location for it's leased vehicles.

     Management believes that this is currently suitable for the Company's needs
for the next 12 months.

                            ITEM 3. LEGAL PROCEEDINGS

     In  2001,  the  Company  and its  officers  and  directors  were  named  as
defendants  in a lawsuit  in the  State of  Arizona  brought  by  investors  and
creditors of American  Automotive  Group  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 2001 for common stock of the Company.  The claim is
for remediation of $162,000, including attorney's fees. The Company is unable to
determine the likelihood or amount of any damages.

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

     None.

                                     PART II

        ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

     The  Company's  common  stock is currently  traded on the  Over-the-Counter
Bulletin  Board under the stock ticker symbol  "FCRZ." The following  table sets
forth the high and low bid  quotations  for the  Common  Stock  for the  periods
indicated.  These  quotations  reflect  prices between  dealers,  do not include
retail mark-ups,  mark-downs,  and commissions and may not necessarily represent
actual transactions.

                                                    Common Stock
      PERIOD                                  HIGH               LOW
      ------                                  ----               ---
Calendar Year 2002
First Quarter ended 3/31/02                   $0.50             $0.08
Second Quarter ended 6/30/02                  $0.35             $0.05
Third Quarter ended 9/30/02                   $0.10             $0.04
Fourth Quarter ended 12/31/02                 $0.13             $0.04

Calendar Year 2001
First Quarter ended 3/31/01                   $4.14             $0.75
Second Quarter ended 6/30/01                  $3.84             $0.45
Third Quarter ended 9/30/01                   $3.36             $0.75
Fourth Quarter ended 12/31/01                 $1.74             $0.15

Calendar Year 2000
Fourth Quarter ended 12/31/00                 $4.50             $2.25

     During the year ended  December  31,  2000,  421,333  warrants  to purchase
common stock of the Company were issued,  and still  outstanding  as of December
31, 2002. Each option contains 1 share of restricted  common stock are currently
exercisable  at $1.50  per  share.  There is no fixed  redemption  price  and no
expiration date.

     There are approximately 43,290,934 shares of restricted common Stock of the
Company,  of which all of these restricted  shares which are more than two years
old that  could be sold  under  Rule 144 under the  Securities  Act of 1933,  as
amended.

                                       6
<PAGE>
     There is  currently  no common  equity  that is being or is  proposed to be
publicly  offered by the  Company,  the  offering of which could have a material
effect on the market price of the issuer's common equity.

HOLDERS

     As of May 30,  2003,  the Company had  approximately  177  stockholders  of
record.

DIVIDEND POLICY

     The Company has not paid any  dividends to date.  In addition,  it does not
anticipate paying dividends in the immediate  foreseeable  future.  The Board of
Directors of the Company  will review its  dividend  policy from time to time to
determine the  desirability  and  feasibility of paying  dividends  after giving
consideration  to  the  Company's   earnings,   financial   condition,   capital
requirements and such other factors as the board may deem relevant.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

     The following  table provides the following  information as of December 31,
2002, for equity  compensation plans previously approved by security holders, as
well as those not previously approved by security holders:

     1.   The number of securities to be issued upon the exercise of outstanding
          options, warrants and rights (column (a));
     2.   The  weighted-average  exercise  price  of  the  outstanding  options,
          warrants and rights disclosed pursuant to paragraph  (d)(2)(i) of this
          Item (column (b)); and
     3.   Other  than   securities  to  be  issued  upon  the  exercise  of  the
          outstanding  options,  warrants  and  rights  disclosed  in  paragraph
          (d)(2)(i) of this Item, the number of securities  remaining  available
          for future issuance under the plan (column (c)).

<TABLE>
<CAPTION>
                              Number of Securities
                               to be issued upon        Weighted average
                                  exercise of          exercise price of     Number of securities
                             outstanding options,     outstanding options,    remaining available
     Plan Category           warrants and rights      warrants and rights     for future issuance
     -------------           -------------------      -------------------     -------------------
                                     (a)                       (b)                    (c)
<S>                                   <C>                       <C>                    <C>
Equity compensation plans
approved by security holders          0                         0                      0

Equity compensation plans not
approved by security holders          0                         0                      0

Total                                 0                         0                      0
</TABLE>

RECENT SALES OF UNREGISTERED SECURITIES

     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 had not been performed.  During 2002, the Company
recognized non-cash stock compensation expense of $996,144.

     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.

                                       7
<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 Auto Central Discount 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.

     On March 19, 2002, the Company issued 50,698 shares of its $0.001 par value
common stock at $0.50 per share, which approximates the fair market value of the
shares,  to a related  party in exchange  for monies  owed to him for  operating
expenses aggregating $20,279.

     On March 19,  2002,  the Company  issued  140,000  shares of its $0.001 par
value common stock at $0.50 per share,  which approximates the fair market value
of the shares,  to a related  party  noteholder in exchange for the payment of a
note outstanding valued at $56,000.

     On April 4, 2002, the Company issued 401,740 shares of its $0.001 par value
common stock at $0.29 per share, which approximates the fair market value of the
shares,  to noteholders  in exchange for payments of notes and accrued  interest
outstanding valued at $196,511.  The difference between the fair market value of
the shares on the date the  agreement  was  reached and the amount of the monies
owed to related parties of $62,382 was recorded as additional paid-in capital.

     On August 18, 2002, the Company issued  1,770,000  shares of its $0.001 par
value common  stock at $0.05,  which  approximates  the fair market value of the
shares,  to  noteholders  and an officer in exchange  for  payments of notes and
accrued  wages  valued at $111,345  and $42,794,  respectively.  The  difference
between  the fair  market  value of the  shares  on the date the  agreement  was
reached  and the amount of the monies  owed to  related  parties of $65,639  was
recorded as additional paid-in capital.

     On September 26, 2002 the Company  issued 6,650 shares of common stock at a
price of $0.11  per  share,  which  approximates  the fair  market  value of the
shares, in exchange for services performed.

     On October 28, 2002 the Company  entered into a stock  purchase  agreement.
The agreement calls for the Company to issue  43,290,934  shares of common stock
in exchange for net proceeds of $422,909.

     On October 28, 2002 the Company  issued 153,846 shares of common stock at a
price of $0.11  per  share,  which  approximates  the fair  market  value of the
shares, in exchange for services performed.

     During  November 2002, the Company offered eight note holders the option of
converting their promissory notes with an aggregate  principal value of $136,000
into convertible  debentures that allowed the note holders to convert their debt
into common  stock at $.10 per share.  All eight note  holders  converted  their
promissory notes into convertible  debentures and  simultaneously  converted the
debentures into common stock subscriptions for 1,360,000 shares of common stock.

                                       8
<PAGE>
        ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     The  Company was  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 the Company had operations in San Diego,
California,  and Glendale, Mesa, Phoenix, and Scottsdale,  Arizona. Although the
business model is profitable  over time, the Company found it to be very capital
intensive in the beginning stages.

     In October,  2002, the Company entered into a stock purchase agreement with
the  Jack  Watters  Group  to  obtain  necessary  capital  to  satisfy  its debt
obligations  and to  reconfigure  its  operations to achieve  profitability  and
increase  revenue  generating  capabilities.  In this agreement the Jack Watters
Group acquired  43,290,934  shares of the Company's common stock in exchange for
net cash proceeds of $422,909.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

REVENUE FROM SERVICES PROVIDED

     The Company's revenue from services provided was $5,300, for the year ended
December 31,  2002.  For the prior year ended  December  31, 2001,  revenue from
services provided was $180,096. The sharp decrease in revenue is attributable to
the Company  temporarily closing its auto leasing business as a result of a lack
of  operating  capital  needed to provide its  services  in a capital  intensive
industry,  as well as management's  decision to remove the Company from the auto
leasing  business  during the first quarter of 2002.  Following the Jack Watters
Group  transaction in October 2002, the Company  reestablished  its auto leasing
business.

OPERATING EXPENSES

     Operating expenses totaled to $1,282,793 and $4,790,392 for the years ended
December  31,  2002  and  2001,  respectively.   The  decrease  in  expenses  is
attributable to the abandonment of our original  business model due to a lack of
working capital. As a result of the scaling back of operations, generally all of
the Company's expenses in 2002 were reduced significantly in comparison with the
prior year.

     Non-cash stock  compensation for the years ended December 31, 2002 and 2001
was  $1,050,968 and $775,866,  respectively.  This increase was due primarily to
the amortization of consulting  agreements  entered into during the year 2002 as
management  sought new,  potentially  more  profitable,  business models for the
Company to pursue.

     In addition,  the Company  incurred net other expenses of $30,611,  for the
year ended  December  31,2002,  and $551,914,  in the prior year.  The Company's
other  expenses were  significantly  lower during 2002 due to lessened  overhead
associated with the cessation of operations by the Company.

NET LOSS

     The Company  incurred a net loss in the amount of $1,308,104,  for the year
ended December 31, 2002. This represents a decrease of $3,854,106,  or 75%, over
the net  loss  for the  prior  year  2001 of  $5,162,210.  The  decrease  in the
Company's net loss compared to the prior year is primarily  attributable  to the
abandonment of the Company's leasing operations and a lack of working capital.

                                       9
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

     The Company  experienced  a net  increase  of $53,663 in our cash  position
during the year ended  December  31,  2002,  as  compared  to a net  decrease of
$77,257  during the year ended  December 31, 2001.  The Company used $188,382 of
cash for operating  activities for the year ended December 31, 2002, as compared
to $297,398,  for the year ended December 31, 2001. The Company  purchased lease
vehicles with cash in the amount of $140,340, during the year ended December 31,
2002, which  contributed to net cash used of $213,273,  for 2002.  Additionally,
the Company used $28,555 in cash to purchase fixed assets in 2001.

     The Company  received  net cash  proceeds of $455,318  from the issuance of
common  stock for  equity  investments  in the  company  during  the year  ended
December 31,  2002.  A  significant  portion of this  amount,  or $422,909,  was
received  from the Jack  Watters  Group,  in an attempt to revive the  Company's
leasing operations.

     The Company also obtained  financing from related  parties in the amount of
$85,069,  categorized  as  advances,  and  $2,475,  itemized  as notes  payable.
Consequently,  The  Company  experienced  a net cash  inflow of  $455,318,  from
financing  activities,  for the year ended December 31, 2002. In the prior year,
the Company obtained $248,696, from financing activities, attributable mainly to
the issuances of notes payable to related and third parties.

RESTATEMENT OF FINANCIAL STATEMENTS

     The accompanying financial statements as of and for the year ended December
31, 2002 have been restated to correct errors relating to the conversion of debt
into  subscriptions  for  common  stock.  The effect of the  restatement  was to
decrease  current  liabilities  by $154,867 and increase net (loss) for the year
ended December 31, 2002 by $10,874, or $0.00 per share.

     On March 28, 2003 the Company issued  1,500,000 shares of common stock to a
consultant  pursuant  to  a  Form  S-8  Registration  Statement  for  consulting
services.  This  consultant  arranged for the  transfer of  1,360,000  shares to
certain  note  holders of the Company in  satisfaction  of the  Company's  stock
subscriptions.  The issuance of these registered common shares to the consultant
and  subsequent  transfer to the former note holders was not  permissible  under
Form S-8.  Should the Company not be in compliance  with  Regulations SB and SX,
its ability to register additional shares may be restricted.

CASH NEEDS FOR THE NEXT TWELVE MONTHS

     The Company's  financial resources during the year 2002 was insufficient to
support  the  Company's  operating  infrastructure.  As a  result,  the  Company
significantly  decreased its operations by  liquidating  assets and reducing its
payroll.

     In the fourth  quarter of 2002,  the Company  received an investment in the
amount of $422,909 from the Jack Watters  Group to satisfy  creditors and revive
its operations. For the year 2003, the Company expects to incur greater overhead
that may be  attributable  to hiring  additional  employees,  as necessary,  and
higher related office expenses. The Company also expects to increase investments
in  vehicles,  which may strain its cash  position.  The  Company  does not have
sufficient  financial  resources to support an increased level of operations for
the next 12  months if it does not  generate  sufficient  revenues  and/or if it
fails to raise equity capital as  appropriate.  Based on current  information on
hand and the Company's  latest  expectation  of its  operations  for the next 12
months, there may be a potential going concern issue.

     The Company  cannot give  assurance  that it can generate the cash it needs
for the next 12  months.  There may be a  shortfall  in our cash if the  Company
fails to do so. The Company may need to obtain additional financing in the event
that it is unable to realize sufficient revenue or collect accounts  receivable.
Furthermore,  the  Company's  ability to satisfy the  redemption  of future debt
obligations  that it may enter into will be primarily  dependent upon the future
financial  and  operating  performance  of  the  Company.  Such  performance  is
dependent upon financial,  business and other general economic factors,  many of
which are beyond the  Company's  control.  If the  Company is unable to generate
sufficient  cash flow to meet its future  debt  service  obligations  or provide
adequate  long-term  liquidity,  the  Company  will have to  pursue  one or more
alternatives,  such as reducing or delaying  capital  expenditures,  refinancing
debt,  selling assets or operations or raising equity  capital.  There can be no
assurance that such  alternatives can be accomplished on satisfactory  terms, if
at all, or in a timely  manner.  If the Company  does not have  sufficient  cash
resources when needed, the Company will not be able to continue  operations as a
going concern.

                                       10
<PAGE>
                          ITEM 7. FINANCIAL STATEMENTS

     The following  documents (pages F-1 to F-15) form part of the report on the
Financial Statements

                                                                 PAGE
                                                                 ----
Independent Auditors' Report                                      F-1
Balance Sheet                                                     F-2
Statements of Operations                                          F-3
Statement of Stockholders' (Deficit)                              F-4
Statements of Cash Flows                                          F-5
Footnotes                                                      F-6 to F-15

                                       11
<PAGE>
                         REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
Future Carz, Inc.

We have audited the accompanying consolidated balance sheet of Future Carz, Inc.
as of December 31, 2002, and the related consolidated  statements of operations,
stockholders'  equity,  and cash flows for the years ended December 31, 2002 and
2001. These  consolidated  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 consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of Future Carz, Inc. as
of December 31, 2002, and the results of its operations,  and its cash flows for
the years  ended  December  31, 2002 and 2001,  in  conformity  with  accounting
principles generally accepted in the United States of America.

As disclosed in Note 9 to the financial statements, the Company has restated the
financial  statements as of December 31, 2002 to correct errors  relating to the
conversion of debt into subscriptions for common stock.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has suffered recurring losses and
has a working capital deficit.  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 2.  The  consolidated  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

/s/ Stark Winter Schenkein & Co., LLP

Denver, Colorado
March 25, 2003, except for Note 9 as to
which the date is May 13, 2003

                                      F-1
<PAGE>
                                Future Carz, Inc.
                           Consolidated Balance Sheet
                               December 31, 2002
                                   (Restated)

                                     ASSETS

CURRENT ASSETS
  Cash                                                              $    53,663
  Prepaid expenses                                                          177
  Vehicle deposits                                                       99,660
                                                                    -----------
      Total current assets                                              153,500
                                                                    -----------

FIXED ASSETS, net                                                           651
                                                                    -----------
LEASE ASSETS
  Net investment in operating lease vehicles                            113,540
  Vehicles held for lease                                                26,800
                                                                    -----------
                                                                        140,340
                                                                    -----------

                                                                    $   294,491
                                                                    ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued expenses                             $   180,468
  Operating advances                                                      2,500
                                                                    -----------
      Total current liabilities                                         182,968
                                                                    -----------
STOCKHOLDERS' EQUITY
  Preferred stock, $0.001 par value, 5,000,000 shares
    authorized, no shares issued and outstanding                             --
  Common stock, $0.001 par value, 100,000,000 shares
    authorized, 51,356,900 shares issued and outstanding                 51,357
  Additional paid-in capital                                          6,600,717
  Stock subscriptions                                                   136,000
  Accumulated (deficit)                                              (6,676,551)
                                                                    -----------
                                                                        111,523
                                                                    -----------

                                                                    $   294,491
                                                                    ===========

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

                                      F-2
<PAGE>
                                Future Carz, Inc.
                      Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                             For the years ended December 31,
                                                                 2002                 2001
                                                             ------------         ------------
                                                              (Restated)
<S>                                                          <C>                  <C>
REVENUE                                                      $      5,300         $    180,096
                                                             ------------         ------------
EXPENSES
  Non-cash stock compensation                                   1,050,968              775,866
  General and administrative                                      229,500              865,256
  Depreciation and amortization                                     2,325               14,930
  Write off of assets acquired by issuance of common stock             --            3,134,340
                                                             ------------         ------------
                                                                1,282,793            4,790,392
                                                             ------------         ------------

NET OPERATING (LOSS)                                           (1,277,493)          (4,610,296)

OTHER INCOME (EXPENSE)
  (Loss) on disposal of assets                                     (8,662)            (195,410)
  Interest expense                                                (21,949)             (27,347)
  Interest income                                                      --                1,018
  (Loss) on writedown of assets                                        --             (330,175)
                                                             ------------         ------------
                                                                  (30,611)            (551,914)
                                                             ------------         ------------

NET (LOSS)                                                   $ (1,308,104)        $ (5,162,210)
                                                             ============         ============

PER SHARE INFORMATION

WEIGHTED AVERAGE SHARES OUTSTANDING -
 BASIC AND DILUTED                                             14,265,994            4,067,233
                                                             ============         ============

NET (LOSS) PER COMMON SHARE                                  $      (0.09)        $      (1.27)
                                                             ============         ============
</TABLE>

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

                                      F-3
<PAGE>
                                Future Carz, Inc.
                 Consolidated Statement of Stockholders' Equity
                 For the Years Ended December 31, 2002 and 2001
                                   (Restated)
<TABLE>
<CAPTION>
                                                             Common Stock           Additional
                                                         ---------------------        Paid-in         Stock
                                                         Shares         Amount        Capital      Subscriptions
                                                         ------         ------        -------      -------------
<S>                                                     <C>            <C>          <C>             <C>
Balance, December 31, 2000                              2,217,362      $ 2,217      $  401,562      $     --

  Shares issued in exchange for services                1,285,669        1,286       1,590,724            --
  Shares issued to key employees                          333,333          333         179,667            --
  Purchase of assets of Auto Central Discount             666,667          667       1,749,333            --
  Purchase of assets of American Automotive Group       1,000,000        1,000       1,739,000            --
  Shares issued in exchange for debt                       23,334           23          42,377            --
  Shares issued in exchange for option agreement           16,667           17          24,483            --
  Net (loss)                                                   --           --              --            --
                                                       ----------      -------      ----------      --------

Balance, December 31, 2001                              5,543,032        5,543       5,727,146            --

  Recognition of deferred compensation                         --           --              --            --
  Shares issued in exchange for debt                    2,362,438        2,363         426,012            --
  Stock subscriptions issued for debt                          --           --          18,100       136,000
  Shares issued for cash, net of offering costs        43,290,934       43,291         379,618            --
  Shares issued in exchange for services                  160,496          160          17,493            --
  Capital contributions from shareholders                      --           --          32,348            --
  Net (loss)                                                   --           --              --            --
                                                       ----------      -------      ----------      --------

Balance, December 31, 2002                             51,356,900      $51,357      $6,600,717      $136,000
                                                       ==========      =======      ==========      ========

                                                                                               Total
                                                          Deferred        Accumulated      Stockholders'
                                                        Compensation       (Deficit)         (Deficit)
                                                        ------------       ---------         ---------
Balance, December 31, 2000                               $      --       $  (206,237)      $   197,542

  Shares issued in exchange for services                  (996,144)               --           595,866
  Shares issued to key employees                                --                --           180,000
  Purchase of assets of Auto Central Discount                   --                --         1,750,000
  Purchase of assets of American Automotive Group               --                --         1,740,000
  Shares issued in exchange for debt                            --                --            42,400
  Shares issued in exchange for option agreement                --                --            24,500
  Net (loss)                                                    --        (5,162,210)       (5,162,210)
                                                         ---------       -----------       -----------

Balance, December 31, 2001                                (996,144)       (5,368,447)         (631,902)

  Recognition of deferred compensation                     996,144                --           996,144
  Shares issued in exchange for debt                       428,375
  Stock subscriptions issued for debt                           --                --           154,100
  Shares issued for cash, net of offering costs                 --                --           422,909
  Shares issued in exchange for services                        --                --            17,653
  Capital contributions from shareholders                       --                --            32,348
  Net (loss)                                                    --        (1,308,104)       (1,308,104)
                                                         ---------       -----------       -----------

Balance, December 31, 2002                               $      --       $(6,676,551)      $   111,523
                                                         =========       ===========       ===========
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                      F-4
<PAGE>
                                Future Carz, Inc.
                      Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                       For the Years ended December 31,
                                                                          2002                2001
                                                                       -----------         -----------
                                                                        (Restated)
<S>                                                                    <C>                 <C>
CASH FLOW FROM OPERATING ACTIVITIES
  Net (loss)                                                           $(1,308,104)        $(5,162,210)
  Adjustments to reconcile net (loss) to net cash
   (used in) operating activities:
    Non-cash stock compensation                                          1,050,968             775,866
    Gain on forgiveness of debt                                            (37,774)
    Depreciation and amortization                                            2,325              14,930
    (Loss) on disposal of assets                                             8,662             195,410
    (Loss) on writedown of assets                                               --             278,902
    Write off of note receivable and related interest                           --              51,273
    Financing costs paid for by issuance of common stock                        --              66,900
    Write off of assets acquired by issuance of common stock                    --           3,134,340
    Bad debt expense                                                            --              11,928
  Changes in:
    Prepaid expenses                                                          (177)                 --
    Accounts receivable                                                      7,541             (19,469)
    Note receivable                                                          1,000              (1,000)
    Bank overdraft                                                            (814)                814
    Accounts payable and accrued expenses                                  100,111             297,899
    Accounts payable - related party                                       (34,069)             34,069
    Accrued interest                                                           144               1,135
    Accrued interest - related parties                                      21,805              21,815
                                                                       -----------         -----------
Net cash (used in) operating activities                                   (188,382)           (297,398)
                                                                       -----------         -----------
CASH FLOW FROM INVESTING ACTIVITIES
  Proceeds from assets held for sale                                        26,727                  --
  Purchase of fixed assets                                                      --             (28,555)
  Purchase of lease vehicles                                              (140,340)                 --
  Increase in vehicle deposits                                             (99,660)                 --
                                                                       -----------         -----------
Net cash (used in) investing activities                                   (213,273)            (28,555)
                                                                       -----------         -----------
CASH FLOW FROM FINANCING ACTIVITIES
  Proceeds from operating advances - related parties                        85,069                  --
  Payments on operating advances - related parties                         (51,660)                 --
  Proceeds from note payable - related parties                               2,475               1,000
  Payments on notes payable - related parties                               (3,475)                 --
  Issuance of common stock, net of offering costs                          422,909                  --
  Proceeds from notes payable                                                   --             147,696
  Proceeds from notes payable - related parties                                 --             100,000
                                                                       -----------         -----------
Net cash provided by investing activities                                  455,318             248,696
                                                                       -----------         -----------

Net increase (decrease) in cash                                             53,663             (77,257)
Cash - beginning                                                                --              77,257
                                                                       -----------         -----------
Cash - ending                                                          $    53,663         $        --
                                                                       ===========         ===========
SUPPLEMENTAL DISCLOSURE
  Interest paid                                                        $        --         $        --
                                                                       ===========         ===========
  Income taxes paid                                                    $        --         $        --
                                                                       ===========         ===========
NON-CASH FINANCING AND INVESTING ACTIVITIES
  Common stock issued in exchange for debt                             $   420,287         $    42,400
                                                                       ===========         ===========
  Conversion of notes payable into stock subscriptions                 $   136,000         $        --
                                                                       ===========         ===========
  Advance from shareholder converted to capital                        $    32,348         $        --
                                                                       ===========         ===========
  Conversion of accounts payable into note payable                     $    91,345         $        --
                                                                       ===========         ===========
  Common stock issued for accrued interest                             $    27,169         $        --
                                                                       ===========         ===========
  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
                                                                       ===========         ===========
  Write off of note receivable cancelled through asset purchase        $        --         $    88,000
                                                                       ===========         ===========
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                      F-5
<PAGE>
                                Future Carz, Inc.
                   Notes to Consolidated Financial Statements
                                December 31, 2002

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. On February 5, 2001 the name of the  corporation  was
changed to Future Carz, Inc. The Company's  principal  business  objective is to
operate  leasing  centers that provide quality late model used cars to consumers
in the sub-prime credit  category.  As of December 31, 2002 the Company operates
one leasing center, located in San Diego, CA.

PRINCIPLES OF CONSOLIDATION

The consolidated  financial  statements  include the accounts of the Company and
its  wholly  owned  subsidiary.   All  significant   intercompany  accounts  and
transactions have been eliminated.

RECLASSIFICATION

Certain amounts from prior year's financial statements have been reclassified to
conform to the current year presentation.

REVENUE RECOGNITION

Rental  revenue for leases  classified as operating  leases are  recognized on a
straight-line basis as earned during the rental contract period.

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

The Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents.

LEASE VEHICLES

Vehicles  purchased  by the Company are  recorded at cost and  depreciated  over
their  estimated  service  life  using the  straight-line  method.  The range of
service  lives  estimated  by  management  for  automobiles  is 60 to 72 months.
Ordinary  maintenance  and repair costs are charged to  operations  as incurred.
Expenditures that extend the useful life of a vehicle are capitalized.

                                      F-6
<PAGE>
                                Future Carz, Inc.
                   Notes to Consolidated Financial Statements
                                December 31, 2002

EQUIPMENT

Property  and  equipment  consists of office  equipment is stated at cost and is
being  depreciated using the  straight-line  method over the estimated  economic
life of 5 years. Accumulated depreciation at December 31, 2002 is $376.

ADVERTISING COSTS

The Company  expenses all costs of  advertising as incurred.  Advertising  costs
included in general and  administrative  expenses  were $261 and $20,257 for the
years ended December 31, 2002 and 2001.

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, 2002. The
respective  carrying  value of certain  on-balance-sheet  financial  instruments
approximated  their fair values.  These financial  instruments  include cash and
cash equivalents, accounts payable and accrued expenses, operating advances, and
notes payable. Fair values were assumed to approximate carrying values for these
financial  instruments  because  they are short term in nature,  their  carrying
amounts approximate fair values, or they are receivable or payable on demand.

IMPAIRMENT OF LONG-LIVED ASSETS

The  Company   periodically   reviews  the  carrying  amount  of  equipment  and
automobiles  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.  As of  December  31,  2002,  management  believes  that there is no asset
impairment on long-lived assets.

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.

                                      F-7
<PAGE>
                                Future Carz, Inc.
                   Notes to Consolidated Financial Statements
                                December 31, 2002

SEGMENT REPORTING

The Company  follows SFAS 131,  "Disclosure  about Segments of an Enterprise and
Related Information". The Company operates in one industry segment consisting of
the  rental of  automobiles  and will  evaluate  additional  segment  disclosure
requirements as it expands operations.

STOCK-BASED COMPENSATION

The Company  accounts for equity  instruments  issued to employees  for services
based on the fair value of the equity instruments issued and accounts for equity
instruments  issued  to other  than  employees  based  on the fair  value of the
consideration received or the fair value of the equity instruments, whichever is
more reliably measurable.

The Company  accounts for stock based  compensation in accordance with SFAS 123,
"Accounting  for  Stock-Based  Compensation."  The  provisions of SFAS 123 allow
companies  to either  expense the  estimated  fair value of stock  options or to
continue to follow the intrinsic value method set forth in Accounting Principles
Board  Opinion 25,  "Accounting  for Stock Issued to  Employees"  ("APB 25") but
disclose  the pro forma  effects on net income  (loss) had the fair value of the
options  been  expensed.  The Company has elected to continue to apply APB 25 in
accounting for its stock option incentive plans.

CONCENTRATIONS

The Company's target market are consumers who are classified as sub-prime due to
meeting certain  specified  credit risk factors.  Financing such  individuals is
considered  to have a higher risk of default.  The  Company  mitigates  customer
credit risk through credit approvals, credit limits, and monitoring procedures.

The Company's  operations are subject to ongoing  regulation,  supervision,  and
licensing under federal, state, and local statutes, ordinances, and regulations.
Among other  things,  these laws  require  that the Company  obtain and maintain
certain  licenses and  qualifications,  limit or prescribe terms of the contract
that the Company originates,  require specified  disclosure to customers,  limit
the Company's right to repossess and sell  collateral,  and prohibit the Company
from discriminating against certain customers.

RECENT PRONOUNCEMENTS

In December 2002, the Financial  Accounting Standards Board ("FASB") issued SFAS
148  "Accounting  for Stock-Based  Compensation--Transition  and  Disclosure--an
amendment of SFAS 123." SFAS 148 provides  alternative methods of transition for
a voluntary  change to the fair value based method of accounting for stock-based
employee  compensation  from the  intrinsic  value-based  method  of  accounting
prescribed  by APB 25. As  allowed  by SFAS 123,  the  Company  has  elected  to

                                      F-8
<PAGE>
                                Future Carz, Inc.
                   Notes to Consolidated Financial Statements
                                December 31, 2002

continue  to apply  the  intrinsic  value-based  method of  accounting,  and has
adopted the disclosure  requirements of SFAS 123. The Company currently does not
anticipate adopting the provisions of SFAS 148.

In July 2002, the FASB issued SFAS 146,  "Accounting  for Costs  Associated with
Exit or Disposal  Activities." SFAS 146 provides new guidance on the recognition
of costs  associated  with exit or disposal  activities.  The standard  requires
companies to recognize costs  associated  with exit or disposal  activities when
they are incurred  rather than at the date of  commitment to an exit or disposal
plan.  SFAS 146 supercedes  previous  accounting  guidance  provided by the EITF
Issue No. 94-3 "Liability  Recognition for Certain Employee Termination Benefits
and Other  Costs to Exit an  Activity  (including  Certain  Costs  Incurred in a
Restructuring)."  EITF Issue No. 94-3 required  recognition of costs at the date
of  commitment  to an  exit  or  disposal  plan.  SFAS  146  is  to  be  applied
prospectively to exit or disposal activities  initiated after December 31, 2002.
Early  application is permitted.  The adoption of SFAS 146 by the Company is not
expected to have a material impact on the Company's financial position,  results
of operations, or cash flows.

In April 2002, the FASB issued SFAS 145,  "Rescission of FASB  Statements No. 4,
44, and 64,  Amendment of FASB  Statement  No. 13, and  Technical  Corrections."
Among other things,  this statement  rescinds FASB  Statement No. 4,  "Reporting
Gains and Losses  from  Extinguishment  of Debt"  which  required  all gains and
losses from extinguishment of debt to be aggregated and, if material, classified
as an  extraordinary  item, net of related income tax effect.  As a result,  the
criteria  in APB  Opinion  No.  30,  "Reporting  the  Results of  Operations  --
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions," will now be used to
classify  those  gains and  losses.  The  provisions  of SFAS 145 related to the
classification  of debt  extinguishment  are effective for years beginning after
May 15, 2002.  The adoption of SFAS 145 by the Company is not expected to have a
material impact on the Company's financial position,  results of operations,  or
cash flows.

In  November  2001,  the EITF of the  FASB  issued  EITF  01-9  "Accounting  for
Consideration  Given by a Vendor to a  Subscriber  (Including  a Reseller of the
Vendor's  Products)."  EITF 01-9 provides  guidance on when a sales incentive or
other consideration given should be a reduction of revenue or an expense and the
timing of such recognition.  The guidance provided in EITF 01-9 is effective for
financial  statements for interim or annual periods beginning after December 15,
2001. The adoption of EITF 01-9 by the Company did not have a material impact on
the Company's financial statements.

In August 2001,  the FASB issued SFAS 144,  "Accounting  for the  Impairment  or
Disposal  of  Long-Lived   Assets."  SFAS  144  provides  new  guidance  on  the
recognition of impairment  losses on long-lived assets with definite lives to be
held and  used or to be  disposed  of and also  issued  the  definition  of what
constitutes  a  discontinued  operation  and how the  results of a  discontinued
operation  are to be measured and  presented.  SFAS 144 is effective  for fiscal
years beginning after December 15, 2001. The adoption of SFAS 144 did not have a
material impact on the Company's financial position,  results of operations,  or
cash flows.

                                      F-9
<PAGE>
                                Future Carz, Inc.
                   Notes to Consolidated Financial Statements
                                December 31, 2002

In June  2001,  the FASB  issued  SFAS 143,  "Accounting  for  Asset  Retirement
Obligations."  SFAS 143  requires  the fair  value of a  liability  for an asset
retirement  obligation  to be  recognized in the period that it is incurred if a
reasonable  estimate of fair value can be made. The associated  asset retirement
costs are  capitalized as part of the carrying  amount of the long-lived  asset.
SFAS 143 is  effective  for fiscal  years  beginning  after June 15,  2002.  The
adoption of SFAS 143 is not expected to have a material  impact on the Company's
financial position, results of operations or cash flows.

In June 2001, the FASB issued SFAS 142, "Goodwill and Other Intangible  Assets,"
which provides for  non-amortization of goodwill and intangible assets that have
indefinite useful lives, annual tests of impairments of those assets and interim
tests of  impairment  when an event occurs that more likely than not has reduced
the fair value of such assets.  The statement  also provides  specific  guidance
about how to determine and measure goodwill impairments, and requires additional
disclosure  of  information  about  goodwill and other  intangible  assets.  The
provisions  of this  statement  are required to be applied  starting with fiscal
years  beginning  after December 15, 2001, and applied to all goodwill and other
intangible assets recognized in the financial  statements at that date. Goodwill
and  intangible  assets  acquired  after  June 30,  2001 will be  subject to the
non-amortization provisions of the statement. Early application is permitted for
entities  with fiscal years  beginning  after March 15, 2001,  provided that the
first interim financial statements had not been issued previously. The Company's
adoption  of the  provisions  of SFAS 142 did not have a material  impact on the
Company's financial position, results of operations or cash flows.

In June  2001,  the FASB  issued  SFAS 141,  "Business  Combinations,"  which is
effective for all business combinations  initiated after June 30, 2001. SFAS 141
requires  companies to account for all business  combinations using the purchase
method of accounting,  recognize  intangible assets if certain criteria are met,
as well as provide additional  disclosures  regarding business  combinations and
allocation of purchase  price.  The adoption of SFAS 141 did not have a material
impact on the Company's financial position, results of operations or cash flows.

NOTE 2 - GOING CONCERN

The  accompanying  financial  statements  have been prepared in conformity  with
accounting principles generally accepted in the United States of America,  which
contemplates  continuation  of the Company as a going  concern.  The Company has
incurred losses since inception of $6,676,551,  has a working capital deficit of
$29,468, and is reliant on raising capital to initiate its business plan.

The  Company's  ability to continue as a going  concern is  contingent  upon its
ability to secure financing and attain  profitable  operations.  The Company has
experienced  a change of control  effective  October  28,  2002 and is under new
management.  The Company is pursuing  financing for its  operations  and working
towards increasing their fleet of vehicles available for lease.

The financial  statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.

                                      F-10
<PAGE>
                                Future Carz, Inc.
                   Notes to Consolidated Financial Statements
                                December 31, 2002

NOTE 3 - LEASE VEHICLES

The  Company  has  operating  leases on four  automobiles,  all  originating  in
December 2002. Following is a summary of automobile inventory at cost:

     Asset on lease                          $113,540
     Assets held for lease                     26,800
                                             --------
                                              140,340
     Accumulated depreciation                      --
                                             --------
       Vehicle inventory                     $140,340
                                             ========

The Company calculates  depreciation on a straight-line basis beginning with the
first full month of the lease.

Minimum  future rental  payments to be received on  non-cancelable  leases as of
December 31, 2002 are as follows:

             2003                             $33,600
             2004                              31,200
             2005                               4,400
                                              -------
               Total                          $69,200
                                              =======

All operating leases as of December 31, 2002 are to related parties. The Company
has placed a deposit  of $99,660  with a related  party for the  delivery  of 10
automobiles to be delivered by March 31, 2003.

NOTE 4 - STOCKHOLDERS' EQUITY

COMMON STOCK

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.

During 2001 the Company issued 33,334 shares of 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 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.

                                      F-11
<PAGE>
                                Future Carz, Inc.
                   Notes to Consolidated Financial Statements
                                December 31, 2002

On February  23, 2001 the Company  issued  666,667  shares of 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 7).

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.

On April 3, 2001 the Company  issued  3,334 shares of 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 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 7).

On July 12, 2001 the Company issued  1,000,000 shares of 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 7).

On August 13, 2001 the Company issued 4,000 shares of 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 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 7).

During the year ended  December 31, 2002 the Company  recognized  non-cash stock
compensation  expense  of  $996,144  related  to the  amortization  of  deferred
compensation related to stock issued during 2001 for future services.

On March 19, 2002 the Company  issued  190,698 shares of common stock at a price
of $0.50 per share,  which approximates the fair value of the shares, to satisfy
amounts owed by the Company of $76,279.  As a result, the Company recorded stock
compensation of $19,070.

On April 4, 2002 the Company  issued 401,740 share of common stock at a price of
$0.29 per share,  which  approximates  the fair value of the shares,  to satisfy
amounts owed by the Company of $178,887.  As a result,  the Company  recorded an
increase in additional paid-in capital of $62,382.

                                      F-12
<PAGE>
                                Future Carz, Inc.
                   Notes to Consolidated Financial Statements
                                December 31, 2002

On August 18,  2002 the Company  issued  1,770,000  shares of common  stock at a
price of $0.05 per share,  which  approximates the fair value of the shares,  to
satisfy  amounts  owed by the  Company of  $154,139.  As a result,  the  Company
recorded an increase in additional paid-in capital of $65,639.

On September 26, 2002 the Company issued 6,650 shares of common stock at a price
of $0.11 per share,  which  approximates the fair market value of the shares, in
exchange for services performed.

On October 28, 2002 the Company  entered into a stock  purchase  agreement.  The
agreement  calls for the Company to issue  43,290,934  shares of common stock in
exchange for net proceeds of $422,909.

On October 28, 2002 the Company issued 153,846 shares of common stock at a price
of $0.11 per share,  which  approximates the fair market value of the shares, in
exchange for services performed.

During  November 2002 the Company  entered into  agreements with promissory note
holders to convert debt with a value of $136,000 into 1,360,000 shares of common
stock. The Company recorded stock  subscriptions at the fair market value of the
stock to be issued as of the date the agreements were reached.  As a result, the
Company recorded stock compensation expense of $18,100 (see Note 8).

During the year ended December 31, 2002 various  shareholders forgave amount due
from the Company.  As a result,  the Company  recorded an increase in additional
paid-in capital of $32,348.

STOCK WARRANTS

The Company has issued warrants to purchase up to 421,333 shares of common stock
at an exercise  price of $1.50 per share and are redeemable by the Company after
two years from the date of issuance. The warrants have no fixed redemption price
and no expiration date.

NOTE 5.  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.

                                      F-13
<PAGE>
                                Future Carz, Inc.
                   Notes to Consolidated Financial Statements
                                December 31, 2002

The types of  temporary  differences  between  the tax basis of assets and their
financial  reporting  amounts  that give rise to a  significant  portion  of the
deferred tax asset are as follows:

                                                    Reconciling           Tax
                                                       Item              Effect
                                                       ----              ------
     Net operating loss carryforward                $1,580,000          $538,000
                                                    ==========          ========

The net operating loss  carryforward will expire through 2022. Also, the Company
may be limited in their use of the net operating loss due to a change in control
experienced on October 28, 2002.

The  deferred tax asset has been fully  reserved as of December  31,  2002.  The
change in the  valuation  allowance  for the  deferred tax asset during the year
ended December 31, 2002 was $52,000.

NOTE 6 - 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 common stock, and 333,333 shares of its common stock to obtain
the services of key  employees of Auto Central,  assumption  of certain  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 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 7 - 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 2001 (See Note 6). The  Company  is unable to  determine  the
likelihood or amount of any damages.

                                      F-14
<PAGE>
                                Future Carz, Inc.
                   Notes to Consolidated Financial Statements
                                December 31, 2002

NOTE 8. SUBSEQUENT EVENT

On March 28,  2003 the  Company  issued  1,500,000  shares of common  stock to a
consultant  pursuant  to  a  Form  S-8  Registration  Statement  for  consulting
services.  This  consultant  arranged for the  transfer of  1,360,000  shares to
certain  note  holders of the Company in  satisfaction  of the  Company's  stock
subscriptions  (see Note 4). The issuance of these  registered  common shares to
the  consultant  and  subsequent  transfer  to the former  note  holders was not
permissible  under  Form S-8.  Should  the  Company  not be in  compliance  with
Regulations  SB and  SX,  its  ability  to  register  additional  shares  may be
restricted.

NOTE 9 - CORRECTION OF AN ERROR

The accompanying  financial statements as of and for the year ended December 31,
2002 have been  restated to correct  errors  relating to the  conversion of debt
into  subscriptions  for  common  stock.  The effect of the  restatement  was to
decrease  current  liabilities  by $154,867 and increase net (loss) for the year
ended December 31, 2002 by $10,874, or $0.00 per share.

                                      F-15
<PAGE>
     ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                              FINANCIAL DISCLOSURE

     None - Not Applicable.

                                    PART III

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

     The names,  ages and  positions of the  company's  directors  and executive
officers are as follows:

         Name                 Age                   Position
         ----                 ---                   --------
    M. David Fesko            55             Chairman of the Board
    Ethel Merriman            48             President and Director
    Jack Watters              55             Director, resigned May 31, 2003

FAMILY RELATIONSHIPS

     None - not applicable.

WORK EXPERIENCE

     M. DAVID  FESKO,  CHAIRMAN OF THE BOARD OF  DIRECTORS,  is a  principal  of
Retail  Leasing,  Inc.,  an owner and  developer  of  commercial  real  estate,
including urban  redevelopment.  Previously he operated Orange Julius franchises
and founded  Sunshine  Ice Cream  Company  which  produced  ice cream and frozen
yogurts that were  distributed to ice cream shops in five states.  Mr. Fesko has
vast  knowledge  of the  franchise  industry and in 1972 worked with the Indiana
Secretary of State's office in implementing Indiana's franchise disclosure law.

     ETHEL MERRIMAN,  PRESIDENT AND DIRECTOR,  since 1999 has been self-employed
in the Mortgage and Real Estate industry. From 1995-1998,  she was employed with
Advanta as a Mortgage  Division Sales  Manager,  where she started the Refinance
Division  in  California.  From  1985-1995,  she was  employed  with  Associates
Financial  Services,  with varying levels of  responsibility.  While there,  Ms.
Merriman held the positions of Branch Manager,  District Manager,  AVP in charge
of one division's Credit and Compliance  Department,  Vice President of Training
responsible for employee training of a 12 state area.

     JACK WATTERS,  DIRECTOR,  has been  self-employed his entire career. He has
been in shopping center  development  since 1970, first as a consultant and then
for his own  benefit.  He is  involved  in raw land  acquisition  and  lately in
existing  shopping  centers.  He has also served as a tenant  lease  negotiator,
representing national tenants interested in acquiring space in enclosed shopping
malls  in the  1980s  and  power  strip  shopping  centers  during  the  1990's.
Additionally  he has  assisted a number of  companies  in setting up  franchised
operations  primarily  in the retail  food  service  industry.  In 2002 he began
developing  resort  communities  in the Carribean and Central  America under the
name of "The Colony". In 2002 he became a principal in Pristine Belize Holidays,
a tour operator offering chartered packaged vacations to Belize, Costa Rica, and
Cuba. Mr. Watters resigned as a director on May 31, 2003.

SECTION 16(a) BENEFICAL OWNERSHIP REPORTING COMPLIANCE.

     During 2002, the following  directors,  officers,  and shareholders  owning
more than 10% of any class of equity  securities of the company failed to report
on a timely basis, as required by section 16 (a) of the Exchange Act, the number
of reports as follows:

                                       12
<PAGE>
<TABLE>
<CAPTION>
                                                            Form 4
      Reporting Person                    Form 3      (No. of Transactions)     Form 5
      ----------------                    ------      ---------------------     ------
<S>                                      <C>          <C>                      <C>
George Jessop, Director, Chairman (1)       1                 --                  --
M. David Fesko, Director, Chairman (2)      1                  4                   1
Ethel Merriman, Director, President (3)     1                 --                   1
Jack Watters, Director (4)                  1                 --                   1
Ramajax Corporation                         1                 --                   1
</TABLE>
----------
(1)  Resigned position as director on April 28, 2002
(2)  Assumed position as officer and director on April 28, 2002
(3)  Assumed position as officer and director on December 1, 2002
(4)  Assumed  position as director on November 1, 2002 and resigned  position as
     director on May 31, 2003

INVOLVEMENT ON CERTAIN MATERIAL LEGAL PROCEEDINGS DURING THE LAST FIVE YEARS

(1) No director, officer,  significant employee or consultant has been convicted
in a criminal proceeding, exclusive of traffic violations.

(2) No  bankruptcy  petitions  have been filed by or  against  any  business  or
property of any  director,  officer,  significant  employee or consultant of the
Company nor has any  bankruptcy  petition been filed  against a  partnership  or
business  association  where these  persons were  general  partners or executive
officers.

(3)  No  director,   officer,   significant  employee  or  consultant  has  been
permanently or temporarily enjoined, barred, suspended or otherwise limited from
involvement in any type of business, securities or banking activities.

(4) No director, officer or significant employee has been convicted of violating
a federal or state securities or commodities law.

                         ITEM 10. EXECUTIVE COMPENSATION

REMUNERATION OF DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

     We do not have employment  agreements with our executive officers.  We have
yet to determine  the  appropriate  terms needed for the creation of  employment
agreements  for our  officers.  There  has  been no  discussion  with any of our
officers regarding any potential terms of these agreements,  nor have such terms
been determined with any specificity. We plan to have these agreements completed
by the  beginning  of the  next  year.  We have no  proposal,  understanding  or
arrangement  concerning  accrued  earnings  to be  paid  in the  future.  In the
meanwhile,  none of our executive officers have been drawing salaries since they
were appointed to their positions.

                           Summary Compensation Table
<TABLE>
<CAPTION>
                               Annual Compensation                 Long-Term Compensation
                         --------------------------------    ------------------------------------
                                                  Other
Name &                                           annual      Restricted    Securities                All other
principle                                        compen        stock       Underlying     LTIP       compen
position          Year   Salary($)   Bonus($)    sation($)    awards($)     Options     Payouts($)   sation($)
--------          ----   ---------   --------    ---------    ---------     -------     ----------   ---------
<S>             <C>       <C>         <C>         <C>           <C>         <C>      <C>          <C>
Ethel Merriman    2002         0        0            0            0            0            0            0
President

Ed Heisler        2002    42,500        0            0            0            0            0            0
Fmr President
</TABLE>

DIRECTORS' COMPENSATION

     We have no formal or informal  arrangements or agreements to compensate our
directors for services they provide as directors of our company.

                                       13
<PAGE>
EMPLOYMENT CONTRACTS AND OFFICERS' COMPENSATION

     Since our incorporation, we have not paid any compensation to our officers.
We do not have  employment  agreements  with any of our  officers,  directors of
employees.  Any  future  compensation  to be paid to these  individuals  will be
determined  by our  Board  of  Directors,  and  employment  agreements  will  be
executed. We do not currently have plans to pay any compensation to our officers
or directors until such time as we are cash flow positive.

STOCK OPTION PLAN AND OTHER LONG-TERM INCENTIVE PLAN

     We currently do not have existing or proposed option/SAR grants.

     ITEM 11. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

     The following table sets forth as of December 31, 2002 certain  information
regarding the beneficial ownership of our common stock by:

     1.   Each person who is known us to be the beneficial owner of more than 5%
          of the common stock,

     2.   Each of our directors and executive officers and

     3.   All of our directors and executive officers as a group.

     Except as otherwise  indicated,  the persons or entities  listed below have
sole  voting and  investment  power with  respect to all shares of common  stock
beneficially owned by them, except to the extent such power may be shared with a
spouse. No change in control is currently being contemplated.

                     Name and Address        Amount and Nature of
Title of Class     of Beneficial Owner         Beneficial Owner       % of Class
--------------     -------------------         ----------------       ----------
Common Stock       M. David Fesko (1)            20,070,000               39%
                   Ramajax Corporation           12,000,000               23%
                   Jack Watters  (2)             11,290,934               22%
                   Ethel Merriman (3)               150,000                0%
                   Officers and Directors
                    as a Group                   43,510,934               85%
----------
(1)  Includes 10,000,000 shares held by the M. David Fesko Trust UWO Jack Fesko,
     and  10,000,000  shares held by the M. David Fesko  Exempt  Trust UTO Helen
     Fesko
(2)  Includes 11,290,934 shares owned by Jack Watters Realty, LLC
(3)  Includes  60,000 shares under stock  subscription  dated March 2003 but not
     issued

NON-VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

     The Company has not issued any non-voting securities.

OPTIONS, WARRANTS AND RIGHTS

     The Company has warrants  outstanding to purchase up to 421,333  underlying
shares of common stock at an exercise price of $1.50 per share and are currently
redeemable by the Company.  The warrants have no fixed  redemption  price and no
expiration date.

             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     None. - Not Applicable.

                    ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

Exhibit Number                Name and/or Identification of Exhibit
--------------                -------------------------------------
     99                   Certification Pursuant to Section 906 of the
                          Sarbanes-Oxley Act of 2002

  Date Filed                  Items Disclosed in Report on Form 8-K
  ----------                  -------------------------------------
  09/18/2002              Item 1 - Changes in Control of Registrant

  11/21/2002              Item 1 - Changes in Control of Registrant
                          Item 7 - Exhibit: Stock Purchase Agreement

                                       14
<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.

                                Future Carz, Inc.
                                -----------------
                                  (Registrant)

       Signature                          Title                         Date
       ---------                          -----                         ----

/s/ Ethel Merriman              Chief Executive Officer and        June 10, 2003
-------------------------       Chief Financial Officer
    Ethel Merriman

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.

       Signature                          Title                         Date
       ---------                          -----                         ----

/s/ Ethel Merriman              President and                      June 10, 2003
-------------------------       Director
    Ethel Merriman

/s/ M. David Fesko              Director                           June 10, 2003
-------------------------
    M. David Fesko

/s/ Jack Watters                Director, resigned May 31, 2003    June 10, 2003
-------------------------
    Jack Watters

                                       15
<PAGE>
                                 CERTIFICATIONS

I, Ethel Merriman, certify that:

     1.   I have  reviewed  this annual  report on Form 10-KSB/A of Future Carz,
          Inc.;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material fact, or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report; and

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial position,  results of operations,  and
          cash flows of the issuer as of, and for, the periods presented in this
          quarterly report.

     4.   I am responsible for establishing and maintaining  disclosure controls
          and procedures for the issuer and have:

          (i)  Designed such  disclosure  controls and procedures to ensure that
               material  information relating to the issuer is made known to me,
               particularly  during the period in which the periodic reports are
               being prepared;
          (ii) Evaluated the effectiveness of the issuer's  disclosure  controls
               and procedures as of December 31, 2002; and
          (iii)Presented in the report our conclusions  about the  effectiveness
               of the disclosure  controls and procedures based on my evaluation
               as of the Evaluation Date;

     5.   I have disclosed,  based on my most recent evaluation, to the issuer's
          auditors and the audit committee of the board of directors (or persons
          fulfilling the equivalent function):

          (i)  All  significant  deficiencies  in the  design  or  operation  of
               internal  controls  which  could  adversely  affect the  issuer's
               ability to record,  process,  summarize and report financial data
               and  have  identified  for the  issuer's  auditors  any  material
               weaknesses in internal controls (none were so noted); and

          (ii) Any fraud,  whether or not material,  that involves management or
               other  employees  who  have a  significant  role in the  issuer's
               internal controls (none were so noted); and

     6.   I have indicated in the report  whether or not there were  significant
          changes  in  internal   controls  or  in  other   factors  that  could
          significantly  affect internal controls  subsequent to the date of our
          most recent  evaluation,  including any corrective actions with regard
          to significant deficiencies and material weaknesses.

Date: June 10, 2003

/s/ Ethel Merriman
-------------------------
Ethel Merriman
Chief Executive Officer
Chief Financial Officer

                                       16