THIS FORM 10-KSB IS THE SUBJECT OF A FORM 12B-25

                                 FORM 10-KSB/A1

[X]    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
       1934

For the fiscal year ended  DECEMBER 31, 2003
                           -----------------------------------------------------

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

For the transition period from                                to
                               -------------------------------  ----------------

Commission file number  0-27229
                       --------

                                AUTEO MEDIA, INC.
--------------------------------------------------------------------------------
                 (Name of small business issuer in its charter)


                   NEVADA                                    88-0409163
---------------------------------------------    -------------------------------
(State or other jurisdiction of incorporation    (I.R.S. Employer Identification
               or organization)                               No.)


                    4181 NORFOLK AVENUE
             BURNABY, BRITISH COLUMBIA CANADA                 V6C 3A6
---------------------------------------------------    -------------------------
         (Address of principal executive offices)           (Zip Code)

Issuer's telephone number  604.434-5256

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

Not applicable.

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

                                  COMMON STOCK
--------------------------------------------------------------------------------
                                (Title of class)





<PAGE>



         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 [ ].

         Check if the  registrant  is an  accelerated  filer (as defined in Rule
12b2 of the Securities Exchange Act or 1934). Yes / / No /X/

The issuer's revenues for its most recent fiscal year were  $nil

         Based on the  closing  sale price of $6.25 for our common  stock on the
OTC Bulletin  Board System on April 14th,  2004,  the aggregate  market value of
outstanding  shares of common  stock held by  non-affiliates  was  approximately
$1,025,525. As of December 31, 2003, 2,655,612 shares of our common stock, $.001
par value, were outstanding.  As of March 31, 2004, 177,084 shares of our common
stock, $.001 par value, were outstanding.

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



<PAGE>



                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

                           FORWARD-LOOKING STATEMENTS

This annual report contains  forward-looking  statements as that term is defined
in the Private Securities Litigation Reform Act of 1995. These statements relate
to future events or our future  financial  performance.  In some cases,  you can
identify  forward-looking  statements  by  terminology  such as  "may",  "will",
"should",   "expects",   "plans",   "anticipates",    "believes",   "estimates",
"predicts",  "potential"  or  "continue" or the negative of these terms or other
comparable terminology.  These statements are only predictions and involve known
and unknown risks,  uncertainties and other factors,  including the risks in the
section  entitled "Risk  Factors",  that may cause our or our industry's  actual
results,  levels of  activity,  performance  or  achievements  to be  materially
different  from  any  future  results,   levels  of  activity,   performance  or
achievements expressed or implied by these forward-looking statements.

Although  we believe  that the  expectations  reflected  in the  forward-looking
statements  are  reasonable,  we  cannot  guarantee  future  results,  levels of
activity,  performance or  achievements.  Except as required by applicable  law,
including the securities  laws of the United States,  we do not intend to update
any of the  forward-looking  statements  to conform  these  statements to actual
results.

As used in this annual report,  the terms "we",  "us",  "our",  and "Auteo" mean
Auteo Media, Inc., unless otherwise indicated.

All dollar amounts refer to US dollars unless otherwise indicated.

GENERAL

Auteo Media was  incorporated on November 8, 1996 under the laws of the State of
Nevada under the name Flintrock  Financial  Services,  Inc.  Concurrent with the
reverse  merger  with Tysa  Corporation  on March 1, 2000 we changed our name to
Auteo Media, Inc. effective March 14, 2000.

We were initially focused on operating as an automotive  communications  company
offering  online  and   point-of-purchase   marketing,   commerce  and  customer
relationship  systems to auto dealerships.  We captured revenue from dealerships
at multiple  stages in the process of marketing  new and used  vehicles to their
buyers.  The  California and Northwest  Dealer  Specialties  business  collected
automotive  data and digital  pictures and printed  customized  window labels on
behalf of car  dealerships.  The data was sent to multiple  automotive  internet
sites  including the  dealerships'  in some cases.  Our Company also created and
managed web sites for car  dealerships  under its  Go2Dealer.net  trade name and
offered lead management services to several dealerships with its ContactAuto.com
software.  The majority of our revenues came from dealerships  paying us for our
data  collection  and window label  services.  This revenue was collected at the
time the service is provided and not dependant upon the sale of the vehicle.

On July 15,  2002  substantially  all of the assets  relating  to our  Company's
primary  operations  was  purchased  by the Trader  Publishing  Company.  Trader
Publishing is the largest  automotive  classifieds  company in the United States
and has been acquiring  certain  companies in the data collection  business.  In
2000,  Trader  Publishing  purchased  Dealer  Specialties  Intl.  and their next
largest  competitor.  Auteo  Media was a licensee of Dealer  Specialties,  Intl.
under separate  franchise  agreements for Washington and California.  During the
second quarter of 2002 Trader  Publishing or their  subsidiary  company acquired
the assets of certain licensee's, demonstrating their intent of competing in the
data collection  market. We believed these events presented certain risks to our
ability to grow and compete  effectively  in the data  collection  business as a
large,  established  and well funded company such as Trader  Publishing or their
subsidiaries  would also be competing in our markets.  Because of these  events,
our  Board  of  Directors  actively  sought  negotiations  with and  secured  an
agreement whereby the Trader Publishing  Company acquired  substantially all our
assets related to the data collection business from Auteo Media for $1.5 million
less  certain  hold backs.  The  remaining  operations  of our  business,  which
included web site management services for automotive dealerships, cannot operate
profitably. Effective July 16, 2002 we stopped or scaled back most operations in
order to protect the cash  position of our Company  acquired  from Trader in the
asset sale.

On July 15, 2002 we entered into a license  agreement  with  Motorwebs,  Inc. to
manage  the  remaining   customers  for  an  up-front   license  fee  and  other
consideration.  Motorwebs, Inc. is a new corporation operated by Ronald Clayton,
previously the President of Auteo Media.  Mr. Clayton  resigned from our Company
effective July 15, 2002, without dispute, to begin this venture.

On July 29, 2002, our Company filed a Tender Offer Statement,  as amended,  with
the Securities and Exchange Commission wherein we offered to purchase all of the
issued and outstanding shares of our common stock,  together with the associated
rights,  for $0.14 net per share in cash.  The Offer expired on August 29, 2002.
Pursuant to the Offer, we accepted for payment  5,595,869  shares,  representing
approximately 76% of the outstanding shares of our common stock.

<PAGE>

As a result of the sale of substantially  all of our assets to Trader Publishing
Company,  Albert James resigned from our board of directors effective August 29,
2002, Mike Morrison resigned from our board of directors effective September 10,
2002,  Steve Van Leeuwen  resigned as our Chairman and Chief  Executive  Officer
effective  September 10, 2002 and Kathleen Van Leeuwen resigned as our Secretary
and Director effective September 10, 2002.

Effective  September  5, 2002 we  appointed  Donald  Bell as our  President  and
Director.  Mr. Bell was also  appointed our  Secretary  and Treasurer  effective
September 10, 2002.

Effective  October  24,  2002 we  appointed  Kyle L.  Tingle as our  independent
accountant to replace Grant Thornton who resigned as our independent accountants
on August 19, 2002.

Effective  December  2nd,  2003 we  appointed  Michael  Kinley as a director and
President.  Mr.  Bell,  remained a director,  and was  re-appointed  to serve as
Chairman and Secretary on Decmeber 2nd, 2003.

The Board of  Directors of Auteo Media will  continue to conduct all  activities
necessary  to  conserve  cash and pay all  liabilities.  Our Company has hired a
consultant  to  advise   management   and  to  research  and  recommend   future
alternatives for going forward as a non-operating  public company. The following
analysis of operations will not be indicative of on-going  operations as we have
sold  substantially  all of our assets and have  effectively  ceased  most other
business operations of our Company.

OUR CURRENT BUSINESS

We no longer have an active operating business that we can pursue.  Accordingly,
we are seeking to either identify a suitable business  opportunity or enter into
a suitable business combination. Until we secure a suitable business opportunity
or combination,  we will operate as a "blank check"  company.  Management of our
company  does not  believe  that it will be able to  generate  revenues  without
finding and completing the acquisition of a suitable  business  opportunity.  In
addition,  if no suitable business opportunity is identified,  shareholders will
not realize any further  return on their  investment  in our company,  and there
will be no market for our shares of common stock.

Once a business opportunity or business combination has been identified, we will
investigate and evaluate the business  opportunity or business  combination.  In
selecting a suitable business  opportunity or business  combination,  management
intends to focus on the  potential  for future  profits and  strength of current
operating  management of the business  opportunity or business  combination.  We
have not put industry or  geographically  specific  limitations on the nature of
acquisitions or business opportunities to be evaluated. Management believes that
the  greatest  potential  lies  in  technology  and  goods  or  products-related
industries, rather than principally service industries. Nevertheless, this shall
not preclude the  investigation  or evaluation of any other category of business
or industry.  We will conduct our own  investigation  to identify an appropriate
business opportunity or business combination, and will seek a potential business
opportunity or business combination from all known sources,  relying principally
upon  personal  contacts  of our  officers  and  directors,  as well as indirect
associations between them and other business and professional people.

PLAN OF OPERATION

As we do not  have an  active  operating  business  that we can  pursue,  we are
seeking  to either  identify  a suitable  business  opportunity  or enter into a
suitable business combination over the 12 month period ending December 31, 2004.
Until we secure a suitable business opportunity or combination,  we will operate
as a "blank check"  company.  Management of our company does not believe that it
will be able to generate revenues without finding and completing the acquisition
of a  suitable  business  opportunity.  In  addition,  if no  suitable  business
opportunity is identified,  shareholders  will not realize any further return on
their  investment in our company,  and there will be no market for our shares of
common  stock.  Once a business  opportunity  or business  combination  has been
identified,  we will  investigate  and  evaluate  the  business  opportunity  or
business  combination.  Should our company wish to pursue any specific  business
opportunity or business combination,  we will have to comply with all applicable
corporate and securities  laws in order to complete the acquisition of or merger
with any such business opportunity.

Since we have  had no  operating  history  nor any  revenues  or  earnings  from
operations  as of  December  31,  2003  and  currently  have  limited  financial
resources,  we will in all  likelihood  continue to sustain  operating  expenses
without corresponding  revenues.  This may result in our company incurring a net
operating  loss which will  increase  continuously  until we can  implement  its
business  plan  and  generate  sufficient  revenues  therefrom..  The  Board  of
Directors of Auteo Media will  continue to conduct all  activities  necessary to
conserve cash and pay all liabilities.

CASH REQUIREMENTS

We will be dependent  upon proceeds from the sale of our securities for the near
future.  We  anticipate  that we will require  approximately  $100,000  over the
twelve months ending December 31, 2004 for general and administrative  expenses.
Once we locate a suitable business opportunity or business  combination,  we may
seek to obtain equity and/or debt financing from third parties to facilitate and

<PAGE>

complete the acquisition of such a business  opportunity or a suitable  business
combination.  We may also issue shares of our common stock as consideration  for
the  acquisition  of a suitable  business  opportunity  or a  suitable  business
combination.

PRODUCT RESEARCH AND DEVELOPMENT

We do not anticipate that we will expend any significant  monies on research and
development over the next 12 months.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intent to purchase  any  significant  equipment  through  December 31,
2004.

EMPLOYEES

Over the twelve  months  ending  December 31, 2004, we anticipate an increase in
the  number  of  employees  we  retain  only if we  identify  and  complete  the
acquisition of a business opportunity or enter into a business combination. Such
an increase in the number of employees  may  significantly  increase our monthly
burn rate and such  increase in the monthly  burn rate  depends on the number of
employees we retain, if any.

EVALUATION OF OPPORTUNITIES

The analysis of new business  opportunities  will be undertaken by, or under the
supervision of, our officers and our director. Management intends to concentrate
on identifying prospective business opportunities or business combinations which
may be  brought to  management's  attention  through  present  associations.  In
analyzing   prospective   business   opportunities  or  business   combinations,
management will consider, among other factors, such matters as:

(a) the available technical, financial and managerial resources;

(b) working capital and other financial requirements;

(c) history of operations, if any;

(d) prospects for the future;

(e) present and expected competition;

(f) the quality and experience of management services which may be available and
    the depth of that management;

(g) specific risk factors not now  foreseeable  but which may be  anticipated as
    having an impact on our proposed activities;

(h) the potential for growth or expansion;

(i) the potential for profit;

(j) the perceived  public  recognition  or  acceptance of products,  services or
    trades; and

(k) name identification.

Management  will meet  personally  with management and key personnel of the firm
sponsoring  the business  opportunity  or business  combination as part of their
investigation.  To the extent possible, we intend to utilize written reports and
personal  investigation  to evaluate the above  factors.  We will not acquire or
merge  with any  company  for  which  audited  financial  statements  cannot  be
obtained.

Opportunities in which we participate will present certain risks,  many of which
cannot be identified adequately prior to selecting a specific  opportunity.  Our
shareholders must, therefore, depend on management to identify and evaluate such
risks.  Promoters of some  opportunities may have been unable to develop a going
concern or may present a business in its  development  stage (in that it has not
generated  significant  revenues from its principal business activities prior to
our  participation).  Even  after  our  participation,  there is a risk that the
combined  enterprise  may not  become a going  concern  or  advance  beyond  the
development  stage.  Other  opportunities may involve new and untested products,
processes,  or market  strategies  which may not  succeed.  Such  risks  will be
assumed by us and, therefore, our shareholders.

<PAGE>

The  investigation of specific business  opportunities or business  combinations
and the negotiation,  drafting, and execution of relevant agreements, disclosure
documents,  and other instruments will require  substantial  management time and
attention as well as substantial costs for accountants, attorneys and others. If
a decision is made not to participate  in a specific  business  opportunity  the
costs  incurred  in  the  related   investigation   would  not  be  recoverable.
Furthermore, even if an agreement is reached for the participation in a specific
business  opportunity,  the failure to consummate that transaction may result in
the loss by of the related costs incurred.  There is the additional risk that we
will not find a  suitable  target.  Management  does  not  believe  that we will
generate  revenue  without  finding and completing the acquisition of a suitable
business opportunity or a transaction with a suitable target company. If no such
business opportunity target is found,  therefore,  no return on an investment in
our company will be realized,  and there will not, most likely,  be a market for
our shares of common stock.

ACQUISITION OF OPPORTUNITIES

In implementing a structure for a particular business acquisition, we may become
a party to a merger, consolidation,  reorganization, joint venture, franchise or
licensing  agreement with another  corporation  or entity.  We may also purchase
stock or assets of an  existing  business.  It is likely that any merger with an
existing  company will be in the form of a reverse  takeover,  which may require
both  shareholder  approval and a disclosure  document.  Once a  transaction  is
complete,  it is possible that our present  management and shareholders will not
be in control of our company. In addition, a majority or all of our officers and
directors may, as part of the terms of the  transaction,  resign and be replaced
by new officers and directors without a vote of our shareholders.

It is anticipated  that securities  issued in any such  reorganization  would be
issued in reliance on exemptions from registration  under applicable  securities
laws. In some  circumstances,  however, as a negotiated element of the potential
transaction,  we may agree to register  such  securities  either at the time the
transaction  is  consummated,  under certain  conditions or at a specified  time
thereafter.  The  issuance  of  substantial  additional  securities,  and  their
potential  sale into any trading  market in our shares of common stock which may
develop,  may have a  depressive  effect on the  market for and the price of our
shares of common stock.

As part of our investigation of a potential business combination or opportunity,
our officers and directors may:

(a) meet personally with management and key personnel;

(b) visit and inspect material facilities;

(c) obtain independent analysis or verification of certain information provided;

(d) check references of management and key personnel; and

(e) take other  reasonable  investigative  measures,  as our  limited  financial
    resources and management expertise allow.

The manner in which we participate  in an  opportunity  with a target company or
acquire a business opportunity will depend on the nature of the opportunity, our
needs and desires,  the needs and desires of the other party,  management of the
opportunity,  and our relative  negotiating  strength and such other management.
With respect to any mergers or  acquisitions,  negotiations  with target company
management  will be expected to focus on the percentage of our company which the
target company's  shareholders would acquire in exchange for their shareholdings
in the target company.  Depending upon, among other things, the target company's
assets and liabilities, our shareholders will, in all likelihood, hold a smaller
percentage   ownership   interest  in  our  company   following  any  merger  or
acquisition. The percentage ownership may be subject to significant reduction in
the event we acquire a target  company with  substantial  assets.  Any merger or
acquisition effected by us can be expected to have a significant dilutive effect
on the percentage of shares held by our then shareholders.

During  the  fiscal  year  ended  December  31,  2003,  we  reviewed a number of
potential business  opportunities,  all of which we determined were not suitable
to pursue  having regard to a number of factors  including,  among other things,
our Company's limited resources.  There can be no assurance that management will
ever be able to  identify  and secure a suitable  business  opportunity  or that
management  has the requisite  experience to recognize and understand a business
operation that would benefit us. In the event that  management is able to locate
what  it  considers  to be a  suitable  business  opportunity,  there  can be no
assurance that the acquisition of such business opportunity or the entering into
of a business  combination will be successful.  Selecting a business opportunity
will  likely be  complex  and  extremely  risky.  Because  of  general  economic
conditions,  rapid  technological  advances being made in some  industries,  and
shortages  of available  capital,  management  believes  that there are numerous
firms seeking the benefits of a publicly-traded corporation.  Such benefits of a
publicly traded corporation may include:

(a) facilitating or improving the terms on which additional equity financing may
    be sought;

(b) providing liquidity for the principals of a business;

<PAGE>

(c) creating a means for providing  incentive stock options or similar  benefits
    to key employees; and/or

(d) providing liquidity (subject to restrictions of applicable statutes) for all
    shareholders.

         In contrast, negative aspects of becoming a publicly traded corporation
registered in the United States may include:

(a) complying with the requirements of the SECURITIES EXCHANGE ACT OF 1934;

(b) complying with the requirements of the Nevada corporations statute;

(c) exposure of our officers and directors to lawsuits and liabilities under the
    SECURITIES ACT OF 1933;

(d) distracting management's attention from our day to day operations;

(e) restricting  publicity and other marketing  activities to ensure  compliance
    with securities law requirements  and minimizing the potential  liability of
    our management and our company; and/or

(f) increased legal,  accounting and other expenses  associated with operating a
    public company.

Potentially  available business  opportunities and/or business  combinations may
occur in many different industries and at various stages in the development of a
company,  all of  which  will  make the task of  comparative  investigation  and
analysis of such business opportunities extremely difficult and complex.


                                  RISK FACTORS

Much of the information  included in this registration  statement includes or is
based upon estimates,  projections or other "forward looking  statements".  Such
forward looking  statements  include any projections or estimates made by us and
our  management  in  connection  with  our  business  operations.   While  these
forward-looking  statements,  and any assumptions upon which they are based, are
made in good faith and reflect our current judgement  regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein.

Such  estimates,  projections  or other  "forward  looking  statements"  involve
various risks and  uncertainties  as outlined  below. We caution the reader that
important  factors  in some  cases  have  affected  and,  in the  future,  could
materially  affect actual results and cause actual results to differ  materially
from the results expressed in any such estimates,  projections or other "forward
looking statements".

Our shares of common stock are  considered  speculative  during our search for a
new business  opportunity.  Prospective  investors should consider carefully the
risk factors set out below.

SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS

We are, and will continue to be, an insignificant  participant  amongst numerous
other companies seeking a suitable business opportunity or business combination.
A large number of established  and  well-financed  entities,  including  venture
capital firms, are actively seeking suitable business  opportunities or business
combinations which may also be desirable target candidates for us. Virtually all
such  entities  have  significantly   greater  financial  resources,   technical
expertise and managerial  capabilities  than we do. We are,  consequently,  at a
competitive  disadvantage in identifying  possible  business  opportunities  and
successfully  completing a business combination.  Moreover, we will also compete
with  numerous  other  small  public   companies   seeking   suitable   business
opportunities or business combinations.

GOVERNMENTAL REGULATION

To the best of our knowledge,  we are not currently  subject to direct  federal,
state  or  local  regulation  in  the  United  States,  other  than  regulations
applicable to businesses generally.

KEY PERSONNEL

Although  none of our present  officers or directors  are key to our  continuing
operations, we rely upon the continued service and performance of these officers
and directors,  and our future success depends on the retention of these people,
whose knowledge of our business and whose technical expertise would be difficult

<PAGE>

to  replace.  At this  time,  none of our  officers  or  directors  are bound by
employment  agreements,  and as a result, any of them could leave with little or
no prior notice.

If we are  unable  to  hire  and  retain  technical,  sales  and  marketing  and
operational  personnel,  any business we acquire could be  materially  adversely
affected.  It is  likely  that we will  have to  hire a  significant  number  of
additional  personnel in the future if we identify and complete the  acquisition
of a  business  opportunity,  or  if  we  enter  into  a  business  combination.
Competition for qualified individuals is likely to be intense, and we may not be
able to attract,  assimilate, or retain additional highly qualified personnel in
the  future.  The  failure to  attract,  integrate,  motivate  and retain  these
employees could harm our business.

RECENT TERRORIST ATTACKS MAY HAVE AN ADVERSE EFFECT ON OUR BUSINESS

The  terrorist  attacks in New York and  Washington,  D.C. on September 11, 2001
appear  to be having  an  adverse  effect on  business,  financial  and  general
economic  conditions.  These effects may, in turn, have an adverse effect on our
business and results and operations.  At this time,  however, we are not able to
predict the nature,  extent and  duration of these  effects on overall  economic
conditions or on our business and operating results.


GOING CONCERN QUALIFICATION

There is substantial  doubt about our ability to continue as a going concern due
to the losses incurred since inception, our stockholders'  deficiency,  and lack
of revenues.

We anticipate  that we may require  financing  from  unrelated  third parties in
order  to  continue  seeking  a  suitable   business   opportunity  or  business
combination.  We  anticipate  that we will have  sufficient  capital to fund our
ongoing  operations  until  that  time.  However,  we may be  required  to raise
additional   financing  for  a  particular  business   combination  or  business
opportunity.  We would likely seek to secure any additional  financing necessary
through a private placement of our common stock.

There  can be no  assurance  that,  if  required,  any  such  financing  will be
available upon terms and  conditions  acceptable to us, if at all. Our inability
to obtain additional financing in a sufficient amount when needed and upon terms
and conditions  acceptable to us could have a materially adverse effect upon our
company. Although we believe that we have funds sufficient to meet our immediate
needs,  we may require  further funds to finance the development of any business
opportunity  that we acquire.  There can be no assurance that such funds will be
available or  available on terms  satisfactory  to us. If  additional  funds are
raised by issuing  equity  securities,  further  dilution  to existing or future
shareholders  is likely to  result.  If  adequate  funds  are not  available  on
acceptable  terms  when  needed,  we may be  required  to delay,  scale  back or
eliminate  the  development  of  any  business   opportunity  that  we  acquire.
Inadequate  funding could also impair our ability to compete in the marketplace,
which may result in the dissolution of our company.

LIMITED OPERATING HISTORY

We have a  limited  operating  history  on  which to base an  evaluation  of our
business and prospects.  Our prospects must be considered in light of the risks,
uncertainties,  expenses and  difficulties  frequently  encountered by companies
seeking to acquire or establish a new business opportunity.  Some of these risks
and  uncertainties  relate to our ability to  identify,  secure and  complete an
acquisition of a suitable business opportunity.

We cannot be sure  that we will be  successful  in  addressing  these  risks and
uncertainties and our failure to do so could have a materially adverse effect on
our financial condition.  In addition,  our operating results are dependent to a
large degree upon factors  outside of our control.  There are no assurances that
we will be  successful  in  addressing  these  risks,  and  failure to do so may
adversely affect our business.

It is unlikely that we will generate any or significant revenues while we seek a
suitable business opportunity or business  combination.  Our short and long-term
prospects  depend  upon our  ability to select  and  secure a suitable  business
opportunity or business  combination.  In order for us to make a profit, we will
need to  successfully  acquire a new business  opportunity  in order to generate
revenues in an amount  sufficient to cover any and all future costs and expenses
in connection with any such business opportunity.  Even if we become profitable,
we may not sustain or increase our profits on a quarterly or annual basis in the
future.

We will, in all likelihood,  sustain  operating  expenses without  corresponding
revenues,  at least  until we  complete  a  business  combination  or  acquire a
business  opportunity.  This may result in our company incurring a net operating
loss which will increase  continuously until we complete a business  combination
or acquire a business  opportunity  that can generate  revenues that result in a
net  profit  to us.  There is no  assurance  that we will  identify  a  suitable
business opportunity or complete a business combination.

<PAGE>

ABILITY TO GENERATE REVENUES IS UNCERTAIN

For the year ended  December 31, 2003,  we incurred a net loss of $102,182  from
continuing operations.  We do not anticipate generating any significant revenues
until we acquire a business opportunity or complete a business  combination.  We
also have an  accumulated  deficit of $361,741 as at December 31, 2003.  At this
time, our ability to generate any revenues is uncertain. The auditor's report on
our December 31, 2003 financial  statements  contains an additional  explanatory
paragraph which identifies issues that raise substantial doubt about our ability
to continue as a going  concern.  The  financial  statements  do not include any
adjustment that might result from the outcome of this uncertainty.


SPECULATIVE NATURE OF OUR PROPOSED OPERATIONS

The success of our proposed  plan of operation  will depend to a great extent on
the operations,  financial  condition and management of any identified  business
opportunity.  While  management  intends to seek business  opportunities  and/or
business  combinations with entities which have established operating histories,
there is no assurance that we will  successfully  locate business  opportunities
meeting such criteria.  In the event that we complete a business  combination or
otherwise acquire a business  opportunity,  the success of our operations may be
dependent  upon  management  of the  successor  firm or  venture  partner  firm,
together with a number of other factors beyond our control.

NO AGREEMENT  FOR BUSINESS  COMBINATION  OR OTHER  TRANSACTION/NO  STANDARDS FOR
BUSINESS COMBINATION

We have no  agreement  with  respect  to  acquiring  a business  opportunity  or
engaging  in a business  combination  with any private  entity.  There can be no
assurance  that we will  successfully  identify and evaluate  suitable  business
opportunities or conclude a business combination.  There is no assurance that we
will be  able to  negotiate  the  acquisition  of a  business  opportunity  or a
business  combination  on  terms  favorable  to us.  We have not  established  a
specific length of operating  history or a specified level of earnings,  assets,
net worth or other criteria which we will require a target business  opportunity
to have achieved, and without which we would not consider a business combination
in any form with such  business  opportunity.  Accordingly,  we may enter into a
business combination with a business opportunity having no significant operating
history, losses, limited or no potential for earnings,  limited assets, negative
net worth or other negative characteristics.

CONTINUED MANAGEMENT CONTROL/LIMITED TIME AVAILABILITY

We are  dependent  upon  management's  personal  abilities to evaluate  business
opportunities  that may be presented in the future.  While  seeking to acquire a
business opportunity, management anticipates devoting up to 50% of their time to
our business.  Management may or may not have prior  experience in the technical
aspects  of the  industry  or the  business  within  that  industry  that may be
acquired.  Our officers have not entered into written employment agreements with
us with respect to our proposed  plan of operation and are not expected to do so
in the  foreseeable  future.  We have not obtained key man life insurance on our
officers or our directors.  Notwithstanding  the combined limited experience and
time commitment of management,  loss of the services of any of these individuals
would  adversely  affect  development  of our  business  and our  likelihood  of
continuing operations.

LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION

We have not conducted or received  results of market  research  indicating  that
there is a demand for the  acquisition  of a business  opportunity  or  business
combination  as  contemplated  by our  company.  Even if there is demand for the
acquisition of a business  opportunity or combination as contemplated,  there is
no assurance we will successfully complete such an acquisition or combination.

LACK OF DIVERSIFICATION

In all likelihood, our proposed operations,  even if successful, may result in a
business  combination  with  only  one  entity.   Consequently,   the  resulting
activities will be limited to that entity's business. Our inability to diversify
our  activities  into a number of areas may subject us to economic  fluctuations
within  a  particular  business  or  industry,   thereby  increasing  the  risks
associated with our operations.

REGULATION

Although we will be subject to regulation  under the SECURITIES  EXCHANGE ACT OF
1934,  management  believes that we will not be subject to regulation  under the
INVESTMENT  COMPANY  ACT OF  1940,  insofar  as we will  not be  engaged  in the
business of investing or trading in  securities.  In the event that we engage in
business combinations which result in us holding passive investment interests in
a number of entities,  we could be subject to  regulation  under the  INVESTMENT
COMPANY  ACT OF 1940,  meaning  that we  would be  required  to  register  as an
investment  company and could be expected to incur significant  registration and
compliance costs. We have obtained no formal  determination  from the Securities

<PAGE>

and Exchange  Commission  as to the status of our company  under the  INVESTMENT
COMPANY ACT OF 1940 and,  consequently,  any violation of such act would subject
us to material adverse consequences.

PROBABLE CHANGE IN CONTROL AND MANAGEMENT

A business  combination or acquisition of a business  opportunity  involving the
issuance  of  our  shares  of  common  stock  may  result  in  new  or  incoming
shareholders  obtaining a controlling interest in our company. Any such business
combination or acquisition of a business  opportunity may require  management of
our company to sell or transfer  all or a portion of our common  stock that they
hold or resign as members of our board of directors. The resulting change in our
control  could  result in removal  of one or more of our  present  officers  and
directors,   and  a   corresponding   reduction  in  or   elimination  of  their
participation in the future affairs of our company.

REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS COMBINATION

Our  primary  plan of  operation  is based  upon the  acquisition  of a business
opportunity or a business  combination  with a private  concern,  which,  in all
likelihood, would result in us issuing shares of common stock to shareholders of
such private company.  Issuing previously  authorized and unissued shares of our
common  stock will reduce the  percentage  of common  stock owned by present and
prospective  shareholders  and may  result  in a change  in our  control  and/or
management.

TAXATION

United States and, if applicable,  international  tax consequences  will, in all
likelihood,  be major  considerations in any business acquisition or combination
we may undertake.  Typically,  these transactions may be structured to result in
tax-free treatment  pursuant to various United States tax provisions.  We intend
to structure any business  combination so as to minimize the tax consequences to
both our company,  our  management,  our  principal  shareholder  and the target
entity.  Management  cannot  ensure  that a business  combination  will meet the
statutory requirements for a tax-free  reorganization,  or that the parties will
obtain the intended  tax-free  treatment upon a transfer of shares of our common
stock or assets. A non-qualifying  reorganization could result in the imposition
of taxes, which may have an adverse effect on both parties to the transaction.

REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY BUSINESS OPPORTUNITY

Management  believes that any potential  business  opportunity or target company
should provide audited financial statements for review and for the protection of
all parties to the business acquisition or combination,  although management may
waive this  requirement in  appropriate  circumstances.  One or more  attractive
business  opportunities  may forego a business  combination  with us rather than
incur the expenses associated with preparing audited financial statements.

UNCERTAIN ABILITY TO MANAGE GROWTH

Our  ability to achieve any planned  growth upon the  acquisition  of a suitable
business  opportunity or business combination will be dependent upon a number of
factors including, but not limited to, our ability to hire, train and assimilate
management and other employees and the adequacy of our financial  resources.  In
addition,  there can be no assurance that we will be able to manage successfully
any business opportunity or business combination.  Failure to manage anticipated
growth effectively and efficiently could have a materially adverse effect on our
business.

"PENNY STOCK" RULES MAY RESTRICT THE MARKET FOR THE COMPANY'S SHARES

Our shares of common stock are subject to rules  promulgated  by the  Securities
and Exchange  Commission  relating to "penny  stocks,"  which apply to companies
whose  shares  are not  traded on a  national  stock  exchange  or on the NASDAQ
system,  trade at less than $5.00 per share,  or who do not meet  certain  other
financial  requirements  specified by the  Securities  and Exchange  Commission.
These  rules  require  brokers  who sell  "penny  stocks" to persons  other than
established   customers  and   "accredited   investors"   to  complete   certain
documentation,  make suitability  inquiries of investors,  and provide investors
with  certain  information  concerning  the risks of  trading  in the such penny
stocks.  These rules may  discourage  or restrict the ability of brokers to sell
our shares of common stock and may affect the secondary market for our shares of
common  stock.  These  rules could also hamper our ability to raise funds in the
primary market for our shares of common stock.

POSSIBLE VOLATILITY OF SHARE PRICES

Our shares of common stock are currently publicly traded on the Over-the-Counter
Bulletin Board service of the National  Association of Securities Dealers,  Inc.
The  trading  price of our  shares of  common  stock  has been  subject  to wide
fluctuations.  Trading  prices of our shares of common  stock may  fluctuate  in
response to a number of factors,  many of which will be beyond our control.  The
stock market has generally  experienced  extreme  price and volume  fluctuations

<PAGE>

that have often been unrelated or disproportionate to the operating  performance
of companies with no current business operation.  There can be no assurance that
trading prices and price earnings ratios previously experienced by our shares of
common  stock will be matched or  maintained.  These broad  market and  industry
factors may  adversely  affect the market  price of our shares of common  stock,
regardless of our operating performance.

In the past,  following periods of volatility in the market price of a company's
securities,  securities class-action litigation has often been instituted.  Such
litigation,  if  instituted,  could  result  in  substantial  costs for us and a
diversion of management's attention and resources.

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

Our  by-laws  contain  provisions  with  respect to the  indemnification  of our
officers and  directors  against all expenses  (including,  without  limitation,
attorneys' fees, judgments,  fines, settlements,  and other amounts actually and
reasonably  incurred in connection with any proceeding  arising by reason of the
fact that the person is one of our officers or directors) incurred by an officer
or director in defending any such proceeding to the maximum extent  permitted by
Nevada law.

Insofar as indemnification  for liabilities  arising under the SECURITIES ACT OF
1933 may be permitted to  directors,  officers  and  controlling  persons of our
company under Nevada law or  otherwise,  we have been advised the opinion of the
Securities  and  Exchange  Commission  is that such  indemnification  is against
public  policy as expressed  in the  SECURITIES  ACT OF 1933 and is,  therefore,
unenforceable.

FUTURE DILUTION

Our constating  documents  authorize the issuance of 25,000,000 shares of common
stock,  each with a par value of $0.001  In the event  that we are  required  to
issue any additional shares or enter into private  placements to raise financing
through the sale of equity securities,  investors' interests in our company will
be diluted and investors  may suffer  dilution in their net book value per share
depending on the price at which such  securities  are sold. If we issue any such
additional   shares,   such  issuances  also  will  cause  a  reduction  in  the
proportionate ownership and voting power of all other shareholders. Further, any
such issuance may result in a change in our control.

ANTI-TAKEOVER PROVISIONS

We do not  currently  have  a  shareholder  rights  plan  or  any  anti-takeover
provisions in our By-laws.  Without any  anti-takeover  provisions,  there is no
deterrent  for a take-over of our  company,  which may result in a change in our
management and directors.

REPORTS TO SECURITY HOLDERS

Under the  securities  laws of Nevada,  we are not required to deliver an annual
report  to our  shareholders  but we  intend  to send an  annual  report  to our
shareholders.

ITEM 2.  DESCRIPTION OF PROPERTY.

Our  principal  executive  office is located at 4181  Norfolk  Avenue,  Burnaby,
British  Columbia.  We occupy these  premises on a  proportional  cost basis for
office rent and administration services and expenses, month to month.

ITEM 3.  LEGAL PROCEEDINGS.

We know of no material,  active or pending legal proceedings against us, nor are
we involved as a plaintiff in any material  proceedings  or pending  litigation.
There are no proceedings in which any of our directors,  officers or affiliates,
or any  registered  or  beneficial  shareholders  are an adverse  party or has a
material interest adverse to us.

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

On June 25, 2002 we filed a Schedule 14A Proxy Statement with the Securities and
Exchange  Commission in regards to the sale of substantially  all of our assets.
We held a Special  Meeting of our  shareholders  on July 13, 2002 to vote on two
resolutions:  the sale of substantially  all of the assets of Auteo Media's data
collection business and for any other business that may come before the meeting.
We had 7,996,481 shares  outstanding.  The votes registered in person or proxies
were 4,960,190 or 62% of the outstanding shares. A quorum was reached and voting
on the issues occurred.  Item #1 To approve the sale of substantially all of our
assets that related  directly to the business of creating vehicle window labels,
collecting and  disseminating  unique vehicle  description  data. Votes for this
resolution were 4,268,500 or 86% of the represented  shares.  Votes against this
resolution  were  691,690 or 14% of the  represented  shares.  It was  therefore
approved by the shareholders to sell the assets to Trader Publishing. Item #2 On

<PAGE>

the second item put forth for shareholder  vote to transact such business as may
properly come before the Special  Meeting and any  postponement  or  adjournment
thereof,  there were no further items brought forth for vote and the meeting was
adjourned.

On July 29, 2002, our company filed a Tender Offer Statement,  as amended,  with
the Securities and Exchange Commission wherein we offered to purchase all of the
outstanding shares of our common stock, together with the associated rights, for
$0.14 net per share in cash.  The  Offer  expired  August  29,  2002.  Effective
September  22,  2002,  5,595,869  shares of our common  stock were  returned  to
treasury, representing approximately 76% of the outstanding shares of our common
stock.

Other than as set out above,  no matter was  submitted to a vote of our security
holders during the fourth quarter of the fiscal year ended December 31, 2002.

There were no matters  submitted  to a vote of the security  holders  during the
fiscal year ended December 31, 2003.

As a subsequent  event to the fiscal year ended  December 31, 2003,  our company
filed a Definitive Information  Statement,  Schedule 14C Information on February
5, 2004 with the  Securities  and Exchange  Commission  in  connection  with the
proposed combination (reverse-split) of the Company's common stock on a 1-for-15
basis. A resolution authorizing the proposed stock combination was consented and
approved to in writing by the  holders of more than 51 percent  our  outstanding
common  stock.  Accordingly,  it was not  necessary  for the  Company  to call a
special meeting of stockholders to consider the proposed stock combination.  The
effective date for the reverse split was March 4, 2004.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Our common  stock is quoted on the OTC  Bulletin  Board under the symbol  "AUOM"
(formerly  "AUTM"  prior to 15 for 1  reverse  split.  Our  common  stock  began
quotation on the OTC Bulletin Board on March 1, 2000.  The following  quotations
reflect the high and low bids for our common stock (before price  adjustment for
15 to 1  reverse  split in 1Q of 2004)  based on  inter-dealer  prices,  without
retail   mark-up,   mark-down  or  commission  and  may  not  represent   actual
transactions.  The high and low prices of our common stock (obtained from Canada
Stockwatch and Yahoo Finance) for the periods indicated below are as follows:


========================================== ======================= =============

QUARTER ENDED                              HIGH                    LOW
------------------------------------------ ----------------------- -------------

March 31, 2002                             $0.19                   $0.08
------------------------------------------ ----------------------- -------------

June 30, 2002                              $0.16                   $0.07
------------------------------------------ ----------------------- -------------

September 30, 2002                         $0.14                   $0.08
------------------------------------------ ----------------------- -------------

December 31, 2002                          $0.15                   $0.02
------------------------------------------ ----------------------- -------------

March 31, 2003
------------------------------------------ ----------------------- -------------

June 30, 2003
------------------------------------------ ----------------------- -------------

September 30, 2003                         $0.12                   $0.05
------------------------------------------ ----------------------- -------------

December 31, 2003                          $0.16                   $0.06
========================================== ======================= =============

Our  shares  of common  stock  are  issued in  registered  form.  Pacific  Stock
Transfer,  of 5844 South Pecos Road, Suite D, Las Vegas, Nevada 89120 (Telephone
702.361.3033,  facsimile  702.433.1979)  is the registrar and transfer agent for
our shares of common stock.

As of March 31,  2004,  we had 177,084  shares of common stock  outstanding  and
approximately  100 stockholders of record.  This number of stockholders does not
include stockholders who hold our securities in street name.

<PAGE>

DIVIDEND POLICY

We have not declared or paid any cash dividends  since  inception.  We intend to
retain  future  earnings,  if any, for use in the operation and expansion of our
business and do not intend to pay any cash dividends in the foreseeable  future.
Although  there are no  restrictions  that limit our ability to pay dividends on
our shares of common stock,  we intend to retain future  earnings for use in our
operations and the expansion of our business.

RECENT SALES OF UNREGISTERED SECURITIES

QUARTER ENDED MARCH 31, 2003

We did not issue any shares from  treasury  during the  quarter  ended March 31,
2003.

QUARTER ENDED JUNE 30, 2003

On June 3, 2003,  the  Company  agreed to convert a note  payable of $4,000 into
100,000  shares of common  stock to an unrelated  third party.  The company also
agreed to issue 400,000 shares of its common stock in  cancellation  of indebted
to settle a debt owing to a director of the company in the amount of $20,000 USD
at an agreed price of $0.05 per share

QUARTER ENDED SEPTEMBER 30, 2003

On August 20, 2003,  the company  agreed to issue  250,000  shares of its common
stock in  cancellation of indebted to settle debts owing to third parties in the
amount of $7,500 USD at an agreed price of $0.03 per share

QUARTER ENDED DECEMBER 31, 2003

On December 22, 2003, the company issued a total of 155,000 shares of its common
stock in  cancellation of indebted to settle debts owing to third parties in the
amount of $7,750 at an agreed price of $0.05 per share.

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

The  following  discussion  should  be read in  conjunction  with our  financial
statements  and the related notes that appear  elsewhere in this annual  report.
The following  discussion contains  forward-looking  statements that reflect our
plans,  estimates and beliefs.  Our actual results could differ  materially from
those discussed in the forward looking  statements.  Factors that could cause or
contribute to such differences  include, but are not limited to, those discussed
below and elsewhere in this annual report,  particularly in the section entitled
"Risk Factors" found under "Item 1. Description of Business".

GENERAL

We no longer have an operating business that we can pursue.  Accordingly, we are
seeking  to either  identify  a suitable  business  opportunity  or enter into a
suitable business  combination.  Until we secure a suitable business opportunity
or combination, we will operate as a "blank check" company.

RESULTS OF OPERATIONS

FISCAL YEAR ENDED  DECEMBER 31, 2003 COMPARED TO FISCAL YEAR ENDED  DECEMBER 31,
2002

We incurred a net loss of $102,182  from  continuing  operations  for the fiscal
year ended  December  31, 2003  compared to a net loss of $117,210  for the year
ended December 31, 2002. On the Statement of Operations (see attached),  the Net
Income for 2002 is $641,074, but this figure includes the net loss of continuing
operations as well as the loss from discontinued  operations  ($236,278) and the
gain on the disposition of discontinued operations ($994,562). The net loss from
continuing operations is due primarily to costs associated with actively seeking
an  acquisition  of  a  suitable  business  opportunity.  We  have  generated  a
cumulative  loss since  inception of $361,741.  Due to our continued  losses and
lack of revenues there is  substantial  doubt about our ability to continue as a
going concern.

Discussion and analysis related to significant  operating activities  undertaken
during the year is set out below.

LACK OF REVENUES

At this time,  our ability to generate any revenues  continues to be  uncertain.
The auditor's report on our December 31, 2003 financial  statements  contains an
additional  explanatory paragraph which identifies issues that raise substantial
doubt about our ability to continue as a going concern. The financial statements
do not  include  any  adjustment  that  might  result  from the  outcome of this
uncertainty.

<PAGE>

EXPENSES

At this time,  the company  anticipates  general  administrative  and operations
expenses for the year ended December 31st, 2004 to be approximately $100,000. We
will be dependent  upon  proceeds from the sale of our  securities  for the near
future. Once we locate a suitable business opportunity or business  combination,
we may seek to obtain  equity  and/or  debt  financing  from  third  parties  to
facilitate  and complete the  acquisition  of such a business  opportunity  or a
suitable business  combination.  We may also issue shares of our common stock as
consideration  for the  acquisition  of a  suitable  business  opportunity  or a
suitable business combination.

LIQUIDITY AND CAPITAL RESOURCES

These  financial  statements have been prepared on the basis of a going concern,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business.  Our company has suffered recurring losses and
has not generated profitable operations since inception.  The continuance of our
company as a going  concern  is  dependent  on  obtaining  financing  from third
parties.

We are currently  relying on our existing  cash reserves to fund our  continuing
operating  expenses and to fund the  identification and evaluation of a suitable
business  opportunity  or  business  combination.  As of  December  31, 2003 and
December  31,  2002,  our  cash and cash  equivalent  balances  were $9 and $348
respectively.  We anticipate that we will require additional  financing in order
to continue seeking a suitable business opportunity or business combination.  We
would likely seek to secure any additional financing necessary through a private
placement of our shares of common stock.

PLAN OF OPERATION FOR THE 12 MONTHS ENDING DECEMBER 31, 2004

We will continue to seek a new business opportunity or business combination over
the 12 month period ending  December 31, 2004.  Once a business  opportunity  or
business  combination has been identified,  we will investigate and evaluate the
business opportunity or business combination.  Should our company wish to pursue
any  specific  business  opportunity  or business  combination,  we will have to
comply with all applicable  corporate and  securities  laws in order to complete
the acquisition of or merger with any such business opportunity.

CASH REQUIREMENTS

There is substantial  doubt about our ability to continue as a going concern due
to the losses incurred since inception, our stockholders'  deficiency,  and lack
of revenues.

We anticipate  that we may require  financing  from  unrelated  third parties in
order  to  continue  seeking  a  suitable   business   opportunity  or  business
combination.  We  anticipate  that we will have  sufficient  capital to fund our
ongoing  operations  until  that  time.  However,  we may be  required  to raise
additional   financing  for  a  particular  business   combination  or  business
opportunity.  We would likely seek to secure any additional  financing necessary
through a private placement of our common stock.

PRODUCT RESEARCH AND DEVELOPMENT

We do not anticipate that it will expend any significant  monies on research and
development over the next twelve months.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase  any  significant  equipment  through  December 31,
2004, unless we identify a suitable business opportunity or business combination
that may require us to invest in such equipment.

EMPLOYEES

Over the twelve  months  ending  December 31, 2004, we anticipate an increase in
the  number  of  employees  we  retain  only if we  identify  and  complete  the
acquisition of a business opportunity or enter into a business combination. Such
an increase on the number of employees  may  significantly  increase our monthly
burn rate and such  increase in the monthly  burn rate  depends on the number of
employees we ultimately retain, if any.

<PAGE>

NEW ACCOUNTING PRONOUNCEMENTS

In October 2001,  the Financial  Accounting  Standards  Board (FASB) issued SFAS
No.144,  "Accounting for the Impairment or Disposal of Long-Lived Assets," which
supersedes  SFAS  No.  121,  "Accounting  for  the  Impairment  or  Disposal  of
Long-Lived Assets and for Long-Lived Assets to be Disposed of," but retains many
of its fundamental provisions. Additionally, this statement expands the scope of
discontinued operations to include more disposal transactions.  SFAS No. 144 was
adopted by the Company for the fiscal year ended December 31, 2002. As disclosed
in Note 6, the adoption of this standard had a material  effect on the Company's
financial statements.

In July 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with  Exit or  Disposal  Activities"  ("SFAS  146").  This  Statement  addresses
financial  accounting and reporting for costs  associated  with exit or disposal
activities  and nullifies  Emerging  Issues Task Force  ("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)." This
Statement  requires  that a  liability  for  costs  associated  with  an exit or
disposal  activity be recognized and measured  initially at fair value only when
the liability is incurred.  This pronouncement is effective for exit or disposal
activities that are initiated after December 31, 2002.

In December 2002, the FASB issued  Statement of Financial  Accounting  Standards
("SFAS") No. 148,  "Accounting  for  Stock-Based  Compensation,  Transition  and
Disclosure."  SFAS No. 148  provides  alternative  methods of  transition  for a
voluntary  change to the fair value based method of accounting  for  stock-based
employee  compensation.  SFAS No. 148 also requires that  disclosures of the pro
forma  effect  of using the fair  value  method of  accounting  for  stock-based
employee  compensation  be displayed more  prominently  and in a tabular format.
Additionally,  SFAS No.  148  requires  disclosure  of the  pro-forma  effect in
interim financial statements.  The transition and annual disclosure requirements
of SFAS No. 148 are  effective  for fiscal years ended after  December 15, 2002.
The interim disclosure  requirements are effective for interim periods beginning
after December 15, 2002. The Company believes that the adoption of this standard
will have no material impact on its financial statements.

In November 2002, the FASB issued  Interpretation  No. 45 (FIN 45),  Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of  Others.  The  Interpretation  expands  on  the
accounting  guidance of FAS 5,  Accounting  for  Contingencies,  FAS 57, Related
Party  Disclosures,  and FAS 107,  Disclosures  about  Fair  Value of  Financial
Instruments,   and  incorporates  without  change  the  provisions  of  FIN  34,
Disclosure of Indirect  Guarantees of Indebtedness of Others,  an interpretation
of FASB  Statement  No. 5, which is being  superseded.  FIN 45 elaborates on the
existing disclosure requirements for most guarantees, including loan guarantees,
such as standby letters of credit.  It also clarifies that at the time a company
issues a guarantee, the company must recognize an initial liability for the fair
value,  or market value,  of the obligations it assumes under that guarantee and
must disclose that information in its interim and annual  financial  statements.
FIN 45 will be effective  to the Company on a  prospective  basis to  guarantees
issued or modified  after  December  31,  2002.  The Company  believes  that the
adoption  of  this  standard  will  have no  material  impact  on its  financial
statements.

In  January  2003,  the  Financial   Accounting   Standards  Board  issued  FASB
Interpretation  No. 46,  Consolidation of Variable Interest Entities ("FIN 46").
Under  that  interpretation,   certain  entities  known  as  "Variable  Interest
Entities"  ("VIE")  must be  consolidated  by the "primary  beneficiary"  of the
entity.  The primary  beneficiary is generally defined as having the majority of
the risks and rewards  arising  from the VIE.  For VIE's in which a  significant
(but not majority) variable interest is held, certain  disclosures are required.
FIN 46 requires disclosure of Variable Interest Entities in financial statements
issued  after  January 31, 2003,  if it is  reasonably  possible  that as of the
transition date: (1) the Company will be the primary  beneficiary of an existing
VIE that will require  consolidation or, (2) the Company will hold a significant
variable interest in, or have significant involvement with, an existing VIE. Any
VIEs  created  after  January  31,  2003,   are   immediately   subject  to  the
consolidation   guidance  in  FIN  46.  The   measurement   principles  of  this
interpretation  will be effective for the Company's 2003  financial  statements.
The  Company  does  not  have  any  entities  that  require  disclosure  or  new
consolidation as a result of adopting the provisions of FIN 46.

In April 2003,  the Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting  Standards No. 149 (SFAS 149),  "Amendment of Statement 133
on Derivative  Instruments and Hedging  Activities." SFAS 149 amends SFAS 133 to
provide  clarification on the financial  accounting and reporting for derivative
instruments and hedging activities and requires similar accounting treatment for
contracts  with  comparable  characteristics.  We do not believe the adoption of
SFAS 149, effective  primarily for contracts entered into or modified after June
30, 2003 and for hedging relationships designated after June 30, 2003, will have
a material effect on our financial statements.

In May 2003,  the  Financial  Accounting  Standards  Board  issued  Statement of
Financial  Accounting  Standards  No. 150 (SFAS  150),  "Accounting  for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." SFAS
150  addresses   financial   accounting  and  reporting  for  certain  financial
instruments with  characteristics of both liabilities and equity. This statement
requires that an issuer classify a financial instrument that is within its scope
as a  liability  (or an  asset in some  circumstances)  because  that  financial
instrument  embodies an  obligation  of the issuer.  As required by SFAS 150, we
will adopt  this new  accounting  standard  effective  July 1,  2003.  We do not
believe the  adoption of SFAS 150 will have a material  impact on our  financial
statements.

<PAGE>

In November  2003,  the EITF reached a consensus on Issue 03-01,  THE MEANING OF
OTHER-THAN-TEMPORARY  IMPAIRMENT  AND ITS  APPLICATION  TO  CERTAIN  INVESTMENTS
(EITF03-01).  EITF 03-01 establishes additional disclosure requirements for each
category of FAS 115  investments in a loss position.  Effective for years ending
after  December 15,  2003,  companies  must  disclose  the  aggregate  amount of
unrealized  losses,  and the aggregate  related fair value of their  investments
with unrealized losses. Those investments are required to be segregated by those
in a loss  position  for less than 12 months  and those in a loss  position  for
greater than 12 months. Additionally,  certain qualitative disclosures should be
made to clarify a circumstance  whereby an investment's fair value that is below
cost is not considered other-than-temporary. The provisions of this consensus do
not have a significant effect on our financial position or operating results.

In November  2003,  the EITF reached a consensus on Issue 03-10,  APPLICATION OF
EITF  02-16  BY   RESELLERS  TO  SALES   INCENTIVES   OFFERED  TO  CONSUMERS  BY
MANUFACTURERS,  addressing  how a reseller is to account for the redemption of a
manufacturer's  coupon by a consumer at the  reseller's  location  (EITF 03-10).
EITF 03-10 eliminates the option that permitted resellers to report the value of
the  consideration  received as a reduction  in costs of goods sold,  but rather
mandates  that it be  recorded  as  revenue.  EITF  03-10 is  applicable  to new
arrangements,  including modifications to existing arrangements, entered into in
fiscal  periods  beginning  after  November 25,  2003.  The  provisions  of this
consensus  do not  have  a  significant  effect  on our  financial  position  or
operating results.


ITEM 7.  FINANCIAL STATEMENTS.

Our  financial  statements  are stated in United  States  Dollars  (US$) and are
prepared  in  accordance  with  United  States  Generally  Accepted   Accounting
Principles.

<PAGE>


                                AUTEO MEDIA, INC.

                                FINANCIAL REPORTS


                                DECEMBER 31, 2003
                                DECEMBER 31, 2002






<PAGE>


                                AUTEO MEDIA, INC.
                                    CONTENTS


        REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM          F-1

           Balance Sheet                                                 F-2

           Statements of Operations                                      F-3

           Statements of Stockholders' Equity                            F-4

           Statements of Cash Flows                                      F-5

           Notes to Financial Statements                          F-6 - F-13
        --------------------------------------------------------------------



<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
Auteo Media, Inc.




I have  audited  the  accompanying  balance  sheet of Auteo  Media,  Inc.  as of
December  31,  2003  and  2002  and  the  related   statements  of   operations,
stockholders'  equity,  and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the financial  position of Auteo Media, Inc. as of December
31, 2003 and 2002 and the results of its operations and cash flows for the years
then ended, in conformity with accounting  principles  generally accepted in the
United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the Company has limited continuing operations without an
established  source of revenue.  This raises substantial doubt about its ability
to continue as a going concern.  Management's plan in regard to these matters is
also  described  in  Note  1.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.





Kyle L. Tingle, CPA, LLC
Las Vegas, Nevada


May 9, 2004, except for Note 8
and Note 10 as to which the date
is August 25, 2004


                                      F-1

<PAGE>
<TABLE>
<CAPTION>


                                AUTEO MEDIA, INC.
                                 BALANCE SHEETS


                                                                                        December 31,           December 31,
                                                                                                 2003                  2002
                                                                                    -----------------     -----------------


                                     ASSETS

<S>                                                                                 <C>                   <C>
          CURRENT ASSETS
               Cash                                                                 $               8     $             348
               Notes receivable                                                                50,000                50,000
               Notes receivable, related party                                                 34,821                28,960
               Interest receivable                                                              5,303                   986
               Refundable deposits                                                             52,375                52,375
                                                                                    -----------------     -----------------

                      Total current assets                                          $         142,507     $         132,669
          EQUIPMENT AND FURNITURE, NET                                              $               -     $             701

          OTHER ASSETS
               Non-marketable securities                                            $               -     $          10,000
                                                                                    -----------------     -----------------

                                     Total assets                                   $         142,507     $         143,370
                                                                                    =================     =================

                      LIABILITIES AND STOCKHOLDERS' EQUITY
          CURRENT LIABILITIES
               Accounts payable                                                     $          15,756     $           4,404
               Related party payables, net                                                     49,297                 3,789
                                                                                    -----------------     -----------------
                      Total current liabilities                                     $          65,053     $           8,193

          STOCKHOLDERS' EQUITY
               Common stock: $.001 par value;
               authorized 25,000,000 shares;
               issued and outstanding
               116,708 shares at December 31, 2002                                                        $             117
               177,084 shares at December 31, 2003                                  $             177
               Additional paid in capital                                                     433,809               394,619
               Accumulated deficit                                                           (361,741)             (259,559)
               Accumulated other comprehensive income                                           5,209                     0
                                                                                    -----------------     -----------------

                      Total stockholders' equity                                    $          77,454     $         135,177
                                                                                    -----------------     -----------------

                                     Total liabilities and
                                     stockholders' equity                           $         142,507     $         143,370
                                                                                    =================     =================

</TABLE>

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


                                      F-2
<PAGE>

<TABLE>
<CAPTION>

                                AUTEO MEDIA, INC.
                            STATEMENTS OF OPERATIONS
                            YEARS ENDED DECEMBER 31,



                                                                                                 2003                  2002
                                                                                    -----------------     -----------------



<S>                                                                                 <C>                   <C>
       Revenues                                                                     $               -     $               -
       Cost of revenues                                                                             -                     -
                                                                                    -----------------     -----------------

       Gross Profit                                                                 $               -     $               -

       Operating, general and administrative expenses
          Selling, general and administrative                                       $         105,398     $         115,421
          Depreciation and amortization                                                           701                 1,789
                                                                                    -----------------     -----------------

              Operating, general and
                administrative expenses                                             $         106,099     $         117,210
                                                                                    -----------------     -----------------


                    Net operating loss                                              $        (106,099)    $        (117,210)

       Interest income                                                                          3,948     $               -
       Interest expense                                                                           (31)                    -
                                                                                    ------------------    -----------------

                Net loss from continuing operations                                 $        (102,182)    $        (117,210)
                                                                                    ------------------    ------------------

       Loss from discontinued operations                                                            -     $        (236,278)
       Gain on disposition of discontinued operations                                               -               994,562
                                                                                    -----------------     -----------------

                Net income (loss)                                                   $        (102,182)    $         641,074
                                                                                    ==================    =================

       Earnings (loss) per share - basic and diluted
                Loss from continuing operations                                     $          (0.72)     $          (0.33)
                                                                                    =================     =================

                Income (loss) from discontinued operations                          $            0.00     $            2.10
                                                                                    =================     =================

                Net income (loss)                                                   $          (0.72)     $          (1.77)
                                                                                    =================     =================


                Weighted Average Number of Shares
                of Common Stock Outstanding                                                   142,376               361,444
                                                                                    =================     =================

</TABLE>

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


                                      F-3

<PAGE>
<TABLE>
<CAPTION>

                                AUTEO MEDIA, INC.
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                     YEARS ENDED DECEMBER 31, 2003 AND 2002


                                                                     ADDITIONAL                      ACCUMULATED
                                                                     CONTRIBUTED                        OTHER
                                               COMMON STOCK         (DISTRIBUTED)      ACCUMULATED  COMPREHENSIVE
                                               ------------
                                            SHARES       AMOUNT      CAPITAL            DEFICIT        INCOME            TOTAL
                                           --------------------------------------------------------------------------------------

<S>                         <C> <C>         <C>        <C>           <C>              <C>            <C>             <C>
          Balance, December 31, 2001        437,025    $     437     $       8,088    $  (900,633)                   $   217,892

          Sale of common stock               25,925           26            34,974                                        35,000
          Issuance of common stock for
              services  at prices ranging
              from $1.05 to $1.65 per share   6,074            6             9,794              -                          9,800
          Issuance of common stock for
              salaries of officer at $1.80
              per share                      20,741           21            37,312              -                         37,333
          Exercise of warrants               43,333           43            45,457              -                         45,500
          Acquisition of merged subsidiary                                  22,500)             -                        (22,500)
          Rescission of warrants            (43,333)         (43)          (45,457)             -                        (45,500)
          Tender offer at $2.10 per share  (373,058)        (373)         (783,049)             -                       (783,422)

          Net income December 31, 2002            -            -                 -        641,074                        641,074
                                        -----------    ---------     -------------    -----------    -----------     -----------

          Balance, December 31, 2002        116,708    $     117     $     394,619    $  (259,559)   $         0     $   135,177

          Issuance of common stock for
          debt settlement at $0.75 per
          share for sole director
          (related payables)                 26,667           27            19,973              -                         20,000
          Issuance of common stock for
          settlement of debt to third party
          at $0.60 per share                  6,667            6             3,994              -                          4,000
          Issuance of common stock for
          settlement of debt to third party
          at $0.45 per share                 16,667           17             7,483              -                          7,500
          Issuance of common stock for
          settlement of debt to third party
          at $0.75 per share                  5,333            5             3,995              -                          4,000
          Issuance of common stock for
          settlement of debt to third party
          at $0.75 per share                  5,000            5             3,745              -                          3,750

          Reverse stock split 15:1, fractional
          shares rounded up                      42

          Comprehensive income
          Net loss December 31, 2003              -            -                 -       (102,182)
          Other comprehensive income:
          Foreign currency translation            -            -                 -              -          5,209
              adjustments
          Comprehensive income                    -            -                 -              -              -         (96,973)
                                        -----------    ---------     -------------    -----------    -----------     ------------

          Balance, December 31, 2003        177,084    $     177     $     433,809    $  (361,741)   $     5,209     $    77,454
                                        ===========    =========     =============    ============   ===========     ===========
</TABLE>


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

                                      F-4

<PAGE>

<TABLE>
<CAPTION>

                                AUTEO MEDIA, INC.
                            STATEMENTS OF CASH FLOWS
                            YEARS ENDED DECEMBER 31,


                                                                                                 2003                  2002
                                                                                    -----------------     -----------------

<S>                                                                                 <C>                   <C>
Cash Flows From Operating Activities
Reconciliation of net loss to net cash used in
   operating activities
Net income (loss)                                                                   $        (102,182)    $         641,074
Adjustments:
     Loss from discontinued operations                                                              -               236,278
     Gain on disposition of discontinued operations                                                 -              (994,562)
                                                                                    -----------------     ------------------
Loss from continuing operations                                                              (102,182)             (117,210)

Adjustments to reconcile net loss from continuing operations
   to net cash used in operating
     activities of continuing operations:
     Depreciation and amortization                                                                701                 1,789
     Common stock issued for services                                                          31,500                     0
     Change in assets and liabilities
        Increase in other current assets                                                       (3,948)              (53,361)
        Increase in accounts payable                                                           10,331                 4,404
                                                                                    -----------------     -----------------

       Net cash used in operating activities                                        $         (63,598)    $        (164,378)

Cash Flows From Investing Activities
       Investment in securities                                                     $          10,000     $         (10,000)
       Net disposition of business, net of cash acquired                                            -               782,422
       Increase in loans receivable                                                                 -               (78,960)
                                                                                    -----------------     ------------------

       Net cash provided by investing activities                                    $          10,000     $         693,462

Cash Flows From Financing Activities
       Issuance of common stock                                                     $           7,750     $               -
       Increase in related party payables, net                                                 45,508                 3,789
       Redemption of common stock                                                                   -              (783,422)
                                                                                    -----------------     ------------------

       Net cash used in by financing activities                                     $          53,258     $        (779,633)
       Net cash provided by discontinued operations                                 $               -     $         250,897

       Net increase (decrease) in cash                                              $            (340)    $             348
       Cash at beginning of period                                                  $             348     $               -
                                                                                    -----------------     -----------------

       Cash at end of period                                                        $               8     $             348
                                                                                    =================     =================

Supplemental Schedule of Noncash Investing and
   Financing Activities
       Interest expense paid                                                        $              31     $               -
       Common stock issued in settlement of debt                                    $           7,750     $               -
       Common stock issued for services                                             $          31,500     $               -

</TABLE>

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

                                      F-5

<PAGE>

                                AUTEO MEDIA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Auteo Media, Inc. fka Flintrock  Financial  Services,  Inc. (the Company) was an
online and point-of-purchase automotive communications and commerce company that
connected  buyers  and  sellers  of autos,  vans,  and  trucks  and  aftermarket
accessories.  The Company operated under the trade name "Dealer Specialties" and
prepared  sticker labels for auto dealers  throughout  Washington and California
for purposes of advertising  car features to potential  customers.  Additionally
the Company  operated  websites and web posting for various car dealers where by
cars were offered for sale over the Internet. On July 15, 2002, the Company sold
assets, including those associated with data collection and labeling through its
Dealers Specialties franchise, to Trader Labeling, LLC (Trader). The Company has
accounted for this  transaction as a discontinued  operation in accordance  with
Statement of  Financial  Accounting  Standards  ("SFAS") No. 144, see Note 6 for
additional  discussion.  Accordingly,  the Company has reflected all  activities
related to data  collection  and  labeling  as  discontinued  operations  in the
accompanying financial statements.

As a result of the  discontinued  operations of the data collection and labeling
activities,  the  Company's  remaining  operating  activities  are its  business
development and consulting practices,  particularly in mergers and acquisitions.
The  director  of the  Company  has  discussed  business  opportunities  and has
deposited funds with a potential merger candidate.

GOING CONCERN

The  Company  incurred  net losses of  $102,182  and  $117,210  from  continuing
operations for the years ended December 31, 2003 and 2002,  respectively.  After
the  sale of  assets  to  Trader  Labeling,  LLC,  the  Company  does  not  have
significant  cash of other  material  assets,  nor does it have  operations or a
source  of  revenue  sufficient  to cover  its  operation  costs and allow it to
continue as a going  concern.  The  officers  and  directors  have  committed to
advancing  certain  operating  costs of the Company  through debt and/or  equity
financing.

Management  of the  Company  does not  believe  that it will be able to generate
revenues  without  finding and completing an acquisition of a suitable  business
opportunity.  The  ability of the  Company  to  continue  as a going  concern is
dependent on securing funding from or acquisition of a business opportunity. The
financial  statements do not include any adjustments  that might be necessary if
the Company is unable to continue as a going concern.

    A SUMMARY OF THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES IS AS FOLLOWS:

ESTIMATES

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

CASH

For the Statements of Cash Flows, all highly liquid investments with maturity of
three months or less are considered to be cash  equivalents.  There were no cash
equivalents as of December 31, 2003 and 2002.


                                      F-6

<PAGE>

                                AUTEO MEDIA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost,  less  accumulated  depreciation  and
amortization.   Depreciation  and  amortization  are  provided  for  in  amounts
sufficient to relate the cost of  depreciable  assets to  operations  over their
estimated  service lives.  Estimated service lives of property and equipment are
as follows:

         Computer equipment                 3 years

NEW ACCOUNTING PRONOUNCEMENTS

In October 2001, the Financial Accounting Standards Board (FASB) issued SFAS No.
144,  "Accounting  for the  Impairment or Disposal of Long-Lived  Assets," which
supersedes  SFAS  No.  121,  "Accounting  for  the  Impairment  or  Disposal  of
Long-Lived Assets and for Long-Lived Assets to be Disposed of," but retains many
of its fundamental provisions. Additionally, this statement expands the scope of
discontinued operations to include more disposal transactions.  SFAS No. 144 was
adopted by the Company for the fiscal year ended December 31, 2002. As disclosed
in Note 6, the adoption of this standard had a material  effect on the Company's
financial statements.

In July 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with  Exit or  Disposal  Activities"  ("SFAS  146").  This  Statement  addresses
financial  accounting and reporting for costs  associated  with exit or disposal
activities  and nullifies  Emerging  Issues Task Force  ("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)." This
Statement  requires  that a  liability  for  costs  associated  with  an exit or
disposal  activity be recognized and measured  initially at fair value only when
the liability is incurred.  This pronouncement is effective for exit or disposal
activities that are initiated after December 31, 2002.

In December 2002, the FASB issued  Statement of Financial  Accounting  Standards
("SFAS") No. 148,  "Accounting  for  Stock-Based  Compensation,  Transition  and
Disclosure."  SFAS No. 148  provides  alternative  methods of  transition  for a
voluntary  change to the fair value based method of accounting  for  stock-based
employee  compensation.  SFAS No. 148 also requires that  disclosures of the pro
forma  effect  of using the fair  value  method of  accounting  for  stock-based
employee  compensation  be displayed more  prominently  and in a tabular format.
Additionally,  SFAS No.  148  requires  disclosure  of the  pro-forma  effect in
interim financial statements.  The transition and annual disclosure requirements
of SFAS No. 148 are  effective  for fiscal years ended after  December 15, 2002.
The interim disclosure  requirements are effective for interim periods beginning
after December 15, 2002.

In November 2002, the FASB issued  Interpretation  No. 45 (FIN 45),  Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of  Others.  The  Interpretation  expands  on  the
accounting  guidance of FAS 5,  Accounting  for  Contingencies,  FAS 57, Related
Party  Disclosures,  and FAS 107,  Disclosures  about  Fair  Value of  Financial
Instruments,   and  incorporates  without  change  the  provisions  of  FIN  34,
Disclosure of Indirect  Guarantees of Indebtedness of Others,  an interpretation
of FASB  Statement  No. 5, which is being  superseded.  FIN 45 elaborates on the
existing disclosure requirements for most guarantees, including loan guarantees,
such as standby letters of credit.  It also clarifies that at the time a company
issues a guarantee, the company must recognize an initial liability for the fair
value,  or market value,  of the obligations it assumes under that guarantee and
must disclose that information in its interim and annual  financial  statements.
FIN 45 will be effective  to the Company on a  prospective  basis to  guarantees
issued or modified after December 31, 2002.

                                      F-7

<PAGE>


                                AUTEO MEDIA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In  January  2003,  the  Financial   Accounting   Standards  Board  issued  FASB
Interpretation  No. 46,  Consolidation of Variable Interest Entities ("FIN 46").
Under  that  interpretation,   certain  entities  known  as  "Variable  Interest
Entities"  ("VIE")  must be  consolidated  by the "primary  beneficiary"  of the
entity.  The primary  beneficiary is generally defined as having the majority of
the risks and rewards  arising  from the VIE.  For VIE's in which a  significant
(but not majority) variable interest is held, certain  disclosures are required.
FIN 46 requires disclosure of Variable Interest Entities in financial statements
issued  after  January 31, 2003,  if it is  reasonably  possible  that as of the
transition date: (1) the Company will be the primary  beneficiary of an existing
VIE that will require  consolidation or, (2) the Company will hold a significant
variable interest in, or have significant involvement with, an existing VIE. Any
VIEs  created  after  January  31,  2003,   are   immediately   subject  to  the
consolidation   guidance  in  FIN  46.  The   measurement   principles  of  this
interpretation  will be effective for the Company's 2003  financial  statements.
The  Company  does  not  have  any  entities  that  require  disclosure  or  new
consolidation as a result of adopting the provisions of FIN 46.

In April 2003 The  Financial  Accounting  Standards  Board  issued  Statement of
Financial Accounting  Standards No. 149 (SFAS 149),  "Amendment of Statement 133
on Derivative  Instruments and Hedging  Activities." SFAS 149 amends SFAS 133 to
provide  clarification on the financial  accounting and reporting for derivative
instruments and hedging activities and requires similar accounting treatment for
contracts  with  comparable  characteristics.  We do not believe the adoption of
SFAS 149, effective  primarily for contracts entered into or modified after June
30, 2003 and for hedging relationships designated after June 30, 2003, will have
a material effect on our financial statements.

In May 2003,  the  Financial  Accounting  Standards  Board  issued  Statement of
Financial  Accounting  Standards  No. 150 (SFAS  150),  "Accounting  for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." SFAS
150  addresses   financial   accounting  and  reporting  for  certain  financial
instruments with  characteristics of both liabilities and equity. This statement
requires that an issuer classify a financial instrument that is within its scope
as a  liability  (or an  asset in some  circumstances)  because  that  financial
instrument  embodies an  obligation  of the issuer.  As required by SFAS 150, we
will adopt this new accounting  standard  effective July 1, 2003. The provisions
of SFAS 150 does not have a material impact on our financial statements.

In November  2003,  the EITF reached a consensus on Issue 03-01,  THE MEANING OF
OTHER-THAN-TEMPORARY IMPAIRMENT AND ITS APPLICATION TO CERTAIN INVESTMENTS (EITF
03-01).  EITF 03-01  establishes  additional  disclosure  requirements  for each
category of FAS 115  investments in a loss position.  Effective for years ending
after  December 15,  2003,  companies  must  disclose  the  aggregate  amount of
unrealized  losses,  and the aggregate  related fair value of their  investments
with unrealized losses. Those investments are required to be segregated by those
in a loss  position  for less than 12 months  and those in a loss  position  for
greater than 12 months. Additionally,  certain qualitative disclosures should be
made to clarify a circumstance  whereby an investment's fair value that is below
cost is not considered other-than-temporary. The provisions of this consensus do
not have a significant effect on our financial position or operating results.

In November  2003,  the EITF reached a consensus on Issue 03-10,  APPLICATION OF
EITF  02-16  BY   RESELLERS  TO  SALES   INCENTIVES   OFFERED  TO  CONSUMERS  BY
MANUFACTURERS,  addressing  how a reseller is to account for the redemption of a
manufacturer's  coupon by a consumer at the  reseller's  location  (EITF 03-10).
EITF 03-10 eliminates the option that permitted resellers to report the value of
the  consideration  received as a reduction  in costs of goods sold,  but rather
mandates  that it be  recorded  as  revenue.  EITF  03-10 is  applicable  to new
arrangements,  including modifications to existing arrangements, entered into in
fiscal  periods  beginning  after  November 25,  2003.  The  provisions  of this
consensus  do not  have  a  significant  effect  on our  financial  position  or
operating results.


                                      F-8

<PAGE>

                                AUTEO MEDIA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2003 and 2002
NOTE 2.  NOTES RECEIVABLE

Notes receivable consists of the following at December 31:

                                                          2003            2002
                                                   -----------     -----------
      Note  receivable  from officer of company,
      secured by real estate,  5% interest, due
      on demand, initially at $45,000 Canadian     $   $34,821     $   $28,960
                                                   ===========     ===========


      Note receivable, unsecured, 5% interest,
      due April 2, 2003                                 50,000     $    50,000
                                                   -----------     -----------

      Total notes receivable, unsecured            $   $50,000     $   $50,000
                                                   ===========     ===========


Accrued interest income on notes receivable, included in interest receivables as
of December  31, 2003 and 2002 was $5,303 and $986,  respectively.  The past due
receivable is verbally extended as the consultant is working with the Company in
a consulting capacity.

NOTE 3.  REFUNDABLE DEPOSITS

The Company has deposited  funds with an advisory group in  contemplations  of a
business  acquisition.  The  monies  are  refundable  until  such  time a merger
transaction  is  completed.  The Company had $52,375 of  refundable  deposits at
December 31, 2003 and 2002.

NOTE 4.  PROPERTY AND EQUIPMENT

     Property and equipment consist of the following at December 31,

                                                   2003               2002
                                         --------------     --------------
      Computer equipment                 $        5,366     $        5,366

      Less accumulated depreciation               5,366              4,665
                                         --------------     --------------
                                         $            -     $          701
                                         ==============     ==============
NOTE 5.  STOCKHOLDERS' EQUITY

The authorized  common stock of the Company  consists of 25,000,000  shares with
par value of $0.001.

As of June 30,  2002,  the  Company  issued  25,925  shares of common  stock for
$35,000.  The Company  also issued  6,074 shares of common stock in exchange for
services of $9,800, at prices ranging from $1.05 - $1.65 per share.

In March and April 2002, the Company issued 20,741 shares of common stock to two
officers of the Company in lieu of salaries totaling $37,333.  In June 2002, the
officers  exercised  warrants  to  purchase  43,333  shares of common  stock for
$45,500,  with the  stipulation  that shares would be  surrendered  for the same
price if the asset purchase agreement with Trader was concluded. The shares were
surrendered for $45,500 on July 18, 2002.

On July 10, 2002, the Company  acquired the remaining  17.5% of common shares of
Tysa  Corporation  that it did not already  own for  $22,500.  The Company  then
merged its wholly owned subsidiary into the Company.

                                      F-9

<PAGE>

                                AUTEO MEDIA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE 5.  STOCKHOLDERS' EQUITY (CONTINUED)

The Company  issued an "Offer to  Purchase  for Cash all  Outstanding  Shares of
Common  Stock of Auteo  Media,  Inc. at $2.10 Net Per Share"  effective  through
August 28, 2002. On September 5, 2002, the Company paid  $783,421.36 for 373,058
shares tendered under this offer.

During 2003, the Company  exchanged 60,334 for $39,250 in debt from incurred for
operations of the Company.  Of this,  43,334  shares for $27,500 were  exchanged
with a related party.

BUSINESS COMBINATIONS

On February 29, 2000, the Company  entered into a share exchange  agreement with
TYSA  Corporation   (TYSA)  whereby  the  Company   purchased  82.5%  of  TYSA's
outstanding common stock for cash consideration of $835,000 and 2,100,000 shares
of the Company's  common stock.  In  conjunction  with the merger,  the majority
shareholders  of TYSA were  appointed  to the  board of  directors  and  assumed
control of the  operations  of the  resulting  company,  Auteo  Media,  Inc. The
transaction  was  accounted  for as a reverse  acquisition  and resulted in TYSA
becoming  the  accounting  acquirer,  whereby  historical  financial  statements
include the accounts of TYSA as of and for the year ended December 31, 2002.

NET INCOME (LOSS) PER COMMON SHARE

Net income (loss) per common share is  calculated  in  accordance  with SFAS No.
128,  "EARNINGS  PER  SHARE."  The  weighted-average  number  of  common  shares
outstanding during each period is used to compute basic loss per share.  Diluted
loss per share is  computed  using the  weighted  averaged  number of shares and
dilutive potential common shares  outstanding.  Dilutive potential common shares
are additional common shares assumed to be exercised.

Basic  net loss per  common  share is based on the  weighted  average  number of
shares of common  stock  outstanding  for the years ended  December 31, 2003 and
2002  totaling  142,376 and 361,444,  respectively.  As of December 31, 2003 and
2002, the Company had no dilutive potential common shares.

NOTE 6.  DISCONTINUED OPERATIONS

On July 15, 2002, the  shareholders  of the Company  approved the sale of assets
related to the  Company's  data  collection  and  labeling  operations  to Trade
Labeling,  LLC. (Trader) for cash of $1,500,000,  net of certain  prorations for
accrued liabilities,  payables, and receivables. The Company received $1,465,400
upon closing and $23,000 for holdbacks. Legal and consulting fees related to the
sale of the assets of the business of $350,000 were applied  against the gain on
sale of the  assets.  Settlement  fees of  approximately  $37,500 to  dissenting
shareholders  were also applied against the gain. In connection with the sale, a
net gain of $994,562 was recognized,  and is reported as "Gain on disposition of
discontinued operations" in the Statements of Operations.

Trader assumed the Company's  facility  lease,  certain  equipment  leases,  and
franchise  agreements.  Trader assumed no liabilities of the Company.  Effective
with the sale of assets,  all employees  were  terminated and the Company ceased
data collection and labeling operations. The asset purchase agreement included a
five-year  non-compete  agreement  with the Company's CEO for  consideration  of
$100,000 and a one year employment agreement.


                                      F-10

<PAGE>

                                AUTEO MEDIA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE 6.  DISCONTINUED OPERATIONS (CONTINUED)

The sale of these  operations  represents  the  disposal of a  component  of the
entity as defined by paragraph 41 of SFAS 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." Accordingly,  the Company's financial statements
have been presented to reflect "Dealer Specialties" as a discontinued  operation
for all periods presented.  The revenue, costs, expenses,  assets,  liabilities,
and cash flows from the  discontinued  operations  have been  excluded  from the
respective  captions  on the  Balance  Sheets,  Statements  of  Operations  and,
Statements of Cashflows, and have been reported though December 31, 2002 as "Net
assets of discontinued operations," "net loss from discontinued operations," and
"net cash provided by (used in) discontinued operations."

The following is a summary of activities  from  discontinued  operations for the
years ended December 31, 2002.  Interest expense was determined to be on debt as
part  of the  discontinued  business  and was  included  in the  net  loss  from
discontinued operations:
                                                                2002
                  Revenues                        $        1,008,555
                  Expenses                                 1,244,833
                                                  ------------------
         Loss from discontinued operations        $         (236,278)
                                                  ===================

NOTE 7.  RELATED PARTY TRANSACTIONS

On July 15, 2002, the Company granted a one-year non-exclusive license agreement
to the  Company's  former  president  for  the use of the  Company's  automobile
dealership  website  management   software  for  consideration  of  $10,000  and
forgiveness of severance pay, approximately, $16,000.

Upon closure of the "Offer to Purchase for Cash all Outstanding Shares of Common
Stock of Auteo Media,  Inc. at $0.14 Net Per Share," the officers and  directors
resigned from the Company, and the Company elected a new Board.

An officer and director of the Company  leases  office space to the Company on a
month-to-month  lease of $2,000 per month.  On September 10, 2002,  the director
entered  a  Management   Agreement   with  the  Company   agreeing  to  director
compensation  of up to $10,000 per month for his expertise and management of the
Company,  and  $2,500 in rent  reimbursement  relating  to office  space for the
Company.  The agreement is for a six-month  term, at which time, it is a monthly
agreement with a one-month notice for termination.  For the years ended December
31, 2003 and 2002,  the  Company  incurred  $45,000  and  $50,000 in  director's
compensation and $30,000 and $11,500 in rental expense, respectively,  under the
above agreements. Accounts payable outstanding at December 31, 2003 and 2002 for
these  services is $10,036  and $3,601,  respectively.  As the  compensation  is
discretionary, no commitments result from this agreement.

As disclosed in Note 2, a newly appointed officer has a note receivable with the
company.  To comply with the provisions of Section 402 of the Sarbanes-Oxley Act
of 2002, the officer is arranging the disposition of this receivable.

The director has paid expenses on behalf of the company,  without reimbursement.
These   advances   totaled  $0  and  $1,488  at  December  31,  2003  and  2002,
respectively.

The Company  paid  expenses  for a company  related by common  ownership  of the
director.  Payments  receivable  from the  related  party  are $0 and  $1,299 at
December 31, 2003 and 2002, respectively. A relative of the officer and director
has advanced funds to cover operating expenses of the Company. Funds advanced as
of December 31, 2003 and 2002 were $39,261 and $0, respectively.

                                      F-12

<PAGE>

                                AUTEO MEDIA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE 8.  COMPREHENSIVE INCOME

Accumulated other comprehensive income consists of the following:

                                                           2003            2002
                                                   ------------    ------------
         Foreign currency translation adjustment   $      5,209    $          0
                                                   ============    ============

The components of other comprehensive income for the years ended December 31:


                                                           2003            2002
                                                   ------------    ------------
         Foreign currency translation adjustment   $      5,209    $          0
                                                   ============    ============

NOTE 9.  INCOME TAXES

The Company  accounts for income taxes using the liability  method as prescribed
by Statement of Financial  Accounting  Standards No. 109, "ACCOUNTING FOR INCOME
TAXES." Under the liability method of accounting for income taxes,  deferred tax
assets  and  liabilities  are  recognized  based  on the  estimated  future  tax
consequences   attributable  to  differences  between  the  financial  statement
carrying  amount of existing  assets and  liabilities  and their  respective tax
bases.

The income tax provision reconciled to the tax computed at the statutory federal
rate is approximately as follows for the years ended December 31:

                                                            2003           2002
                                                   -------------   ------------
       Tax Benefit at statutory rate               $     (35,000)  $    218,000
       Permanent differences                                   0          3,700
       Increase (decrease) in valuation allowance         35,000       (221,700)
                                                   -------------   ------------

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

The  components  of deferred tax assets and  liabilities  are  approximately  as
follows at December 31:


                                                            2003           2002
                                                   -------------   ------------
         Net operating loss carry-forwards         $      95,733   $     49,400
         Depreciation and amortization                      (160)          (300)
         Less valuation allowance                        (95,573)       (49,100)
                                                   -------------   ------------

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

Section 382 of the  Internal  Revenue  Code of 1986 and the related  regulations
impose certain limitations on a corporation's  ability to use net operating loss
carry-forwards if more than a 50% ownership change occurs.  State laws generally
conform to the provisions of Section 382. As a result of stock redemption during
2002, it is possible that the Company had an ownership  change of more than 50%;
therefore,   the   Company's   ability  to  utilize  the  net   operating   loss
carry-forwards may be substantially  restricted.  The net federal operating loss
carry forward will expire between 2020 and 2023.


                                      F-12

<PAGE>


                                AUTEO MEDIA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002


NOTE 10. SUBSEQUENT EVENTS

An resolution  authorizing a reverse split of the common stock of the Company on
a 1 for 15 basis was approved by a majority of the  stockholders.  The effective
date of the reverse  split was March 4, 2004.  The number of common stock shares
outstanding  decreased from 2,655,612 to 177,084.  Prior period  information has
been restated to reflect the stock split.





                                      F-13

<PAGE>

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

Not applicable.


ITEM 8A.  CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE ON CONTROLS AND PROCEDURES.

         Based on an evaluation of our disclosure  controls and procedures as of
the end of the period covered by this annual report, our president and treasurer
have determined that the Company's  current  disclosure  controls and procedures
are effective.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.

         There have not been any changes in the Company's  internal control over
financial  reporting  (as such  term is  defined  in Rule  13a-15(f)  under  the
Exchange  Act) or any other  factors  during the fiscal year ended  December 31,
2003,  that have  materially  affected,  or are reasonably  likely to materially
affect our internal control over financial reporting.



                                    PART III

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

DIRECTORS AND EXECUTIVE OFFICERS

All  directors of our company  hold office until the next annual  meeting of the
shareholders  or until their  successors  have been elected and  qualified.  The
officers of our company are  appointed by our board of directors and hold office
until their death, resignation or removal from office.

As at April 14, 2004 our directors and executive officers, their ages, positions
held, and duration of such, are as follows:

<TABLE>
<CAPTION>

======================= ======================================== ========= ===============================

                                                                                     DATE FIRST
NAME                        POSITION HELD WITH OUR COMPANY         AGE          ELECTED OR APPOINTED
----------------------- ---------------------------------------- --------- -------------------------------
<S>                        <C>                                      <C>          <C>
                           Former President, Chairman, Chief
                                   Executive Officer                             September 5, 2002
                                     and Director
Donald Bell                     Secretary and Treasurer             39           September 10, 2002
----------------------- ---------------------------------------- --------- -------------------------------


Michael W. Kinley               President and Director              53            December 2, 2003
======================= ======================================== ========= ===============================
</TABLE>

BUSINESS EXPERIENCE

The following is a brief account of the education and business experience during
at least  the  past  five  years of each  director,  executive  officer  and key
employee,  indicating the principal  occupation during that period, and the name
and  principal  business  of the  organization  in  which  such  occupation  and
employment were carried out.

<PAGE>

DONALD BELL, FORMER PRESIDENT, CHAIRMAN, CHIEF EXECUTIVE OFFICER AND DIRECTOR

On September  5th,  2002 Mr. Donald Bell was appointed as Director and President
and on September 10th, 2002 was appointed Secretary, Treasurer and sole Director
of the  Company.  Mr. Bell  resigned as  President on Decemeber 2, 2003 upon the
appointment  of Michael  Kinley as President and  Director.  Mr. Bell has worked
within the investment community for the past 15 years, including positions as an
investment adviser with Pacific  International  Securities Inc. of Vancouver BC,
and as the Vice President of corporate  finance and business  development  for a
publicly traded mining and resource company.  Over the past five years, Mr. Bell
has been self-employed.

MICHAEL W. KINLEY, PRESIDENT AND DIRECTOR

Mr.  Kinley is  currently  the  President  of Winslow  Associates  Management  &
Communications  Inc., a private business management and investor  communications
firm,  a position  he has held since  March 1993.  He is also the  President  of
Abstract  Enterprises  Corp.,  a  company  formerly  listed  on the TSX  Venture
Exchange.  In addition,  Mr. Kinley is a director of Noise Media Inc., a company
also listed on the TSX Venture  Exchange,  and was Noise Media Inc.'s  President
from  January,  2000 to March,  2001.  He was  previously  a  partner  in a KPMG
Chartered  Accountants.  Mr. Kinley has also served as a director and officer of
certain other public  companies,  namely Mispec Resources Inc., Altera Resources
Inc. and Fort Point Resources Ltd

COMMITTEES OF THE BOARD

We do not have an audit or compensation committee at this time.

FAMILY RELATIONSHIPS

There are no family  relationships  between any of our  directors  or  executive
officers.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

Other  than as  discussed  below,  none of our  directors,  executive  officers,
promoters or control  persons have been involved in any of the following  events
during the past five years:

         1.       any  bankruptcy  petition  filed by or against any business of
                  which such person was a general  partner or executive  officer
                  either at the time of the bankruptcy or within two years prior
                  to that time;

         2.       any conviction in a criminal  proceeding or being subject to a
                  pending criminal proceeding  (excluding traffic violations and
                  other minor offenses);

         3.       being  subject  to  any  order,   judgment,   or  decree,  not
                  subsequently  reversed,  suspended or vacated, of any court of
                  competent jurisdiction,  permanently or temporarily enjoining,
                  barring,  suspending or otherwise  limiting his involvement in
                  any type of business, securities or banking activities; or

         4.       being found by a court of competent  jurisdiction  (in a civil
                  action),  the  Commission  or the  Commodity  Futures  Trading
                  Commission to have  violated a federal or state  securities or
                  commodities  law,  and the  judgment  has not  been  reversed,
                  suspended, or vacated.

SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE

Section 16(a) of the SECURITIES  EXCHANGE ACT OF 1934, as amended,  requires our
executive  officers  and  directors  and  persons  who own  more  than  10% of a
registered  class of our  equity  securities  to file  with the  Securities  and
Exchange  Commission  initial  statements  of beneficial  ownership,  reports of
changes in ownership and annual reports concerning their ownership of our common
stock and other equity securities,  on Forms 3, 4 and 5 respectively.  Executive

<PAGE>

officers,  directors  and  greater  than 10%  shareholders  are  required by the
Securities  and  Exchange  Commission  regulations  to furnish our company  with
copies of all Section 16(a) reports they file.

To the best of our knowledge, all executive officers, directors and greater than
10% shareholders filed the required reports in a timely manner.

ITEM 10.      EXECUTIVE COMPENSATION.

The following table summarizes the compensation  paid to our President and Chief
Executive  Officer  during  the last  three  completed  fiscal  years.  No other
officers or directors received annual  compensation in excess of $100,000 during
the last three complete fiscal years.

<TABLE>
<CAPTION>

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

                                                                                   LONG TERM                PAY-
                                             ANNUAL COMPENSATION                  COMPENSATION              OUTS
--------------------------- --------- ------------ --------- ------------ ------------- --------------- -------------
                                                                           SECURITIES
                                                                OTHER        UNDER        RESTRICTED
                                                               ANNUAL       OPTIONS/      SHARES OR         LTIP
    NAME AND PRINCIPAL                                         COMPEN-       SAR'S        RESTRICTED        PAY-
         POSITION             YEAR      SALARY      BONUS     SATION(2)     GRANTED      SHARE UNITS        OUTS
--------------------------- --------- ------------ --------- ------------ ------------- --------------- -------------
<S>                         <C>       <C>          <C>       <C>          <C>           <C>             <C>
Donald Bell                 2003      $45,000
Chairman, CEO,              2002      $50,000      Nil       Nil          Nil           Nil             Nil
Secretary and
Treasurer(1)
--------------------------- --------- ------------ --------- ------------ ------------- --------------- -------------
Michael W. Kinley           2003      Nil          Nil       Nil          Nil           Nil             Nil
President
--------------------------- --------- ------------ --------- ------------ ------------- --------------- -------------
Steve Van Leeuwen           2002
Former CEO & Chairman(2)    2001
                            2000      $120,000     Nil       Nil          100,000       Nil             $178,050
--------------------------- --------- ------------ --------- ------------ ------------- --------------- -------------
Ronald Clayton              2001      $70,000      Nil       Nil          150,000       Nil             $106,500
Former President(3)
--------------------------- --------- ------------ --------- ------------ ------------- --------------- -------------
Kathy Van Leeuwen           2001      $48,000      Nil       Nil          50,000        Nil             $85,750
Former Secretary and
Controller(4)
--------------------------- --------- ------------ --------- ------------ ------------- --------------- -------------
</TABLE>

(1) Mr. Bell was appointed our President,  Chief Executive  Officer and director
on September 5, 2002. Mr. Bell was also appointed our Secretary and Treasurer on
September  10, 2002.  Mr. Bell  resigned as  President on December 2, 2003.  Mr.
Michael Kinley was appointed President and Director on December 2, 2003.

(2) Mr. Van Leeuwen  resigned as our  Chairman  and Chief  Executive  Officer on
September 10, 2002.

(3) Mr. Clayton resigned as our President on July 15, 2002.

(4) Ms. Van Leeuwen  resigned  as our  Secretary,  Controller  and a director on
September 10, 2002.

As of the  date  of  this  annual  report,  we  have  no  compensatory  plan  or
arrangement  with  respect to any  officer  that  results or will  result in the
payment of  compensation  in any form from the  resignation,  retirement  or any
other  termination of employment of such officer's  employment with our company,
from  a  change  in  control  of our  company  or a  change  in  such  officer's
responsibilities following a change in control.

EMPLOYMENT/CONSULTING AGREEMENTS

Mr. Don Bell,  director,  leases office space to the Company on a month-to-month
lease of $2,500 per month.  On September 10, 2002, Mr. Bell entered a Management
Agreement with the Company  agreeing to director  compensation  of up to $10,000
per month for his  expertise and  management of the Company,  and $2,500 in rent

<PAGE>

reimbursement  relating to office space for the Company.  The agreement is for a
six-month term, at which time, it is a monthly agreement with a one-month notice
for termination.

Other than as  disclosed  above,  we have not  entered  into any  employment  or
consulting agreements with any of our current officers, directors or employees.

There are no  arrangements or plans in which we provide  pension,  retirement or
similar benefits for directors or executive officers,  except that our directors
and executive  officers may receive stock options at the discretion of our board
of directors.  Other than the management  agreements  discussed above, we do not
have any  material  bonus or profit  sharing  plans  pursuant  to which  cash or
non-cash  compensation is or may be paid to our directors or executive officers,
except  that stock  options  may be granted  at the  discretion  of our board of
directors.

STOCK OPTIONS/SAR GRANTS

There were no grants of stock options or stock  appreciation  rights made during
the fiscal year ended December 31, 2003 to our named executive officers.

There were no  aggregated  option/SAR  exercises in the year ended  December 31,
2003.

LONG-TERM INCENTIVE PLANS

All options granted under previous years Stock Option Plans/SAR's were cancelled
with sale of  substantially  all of the company assets to Trader Labeling LLC on
July 15, 2002.

There are no  arrangements or plans in which we provide  pension,  retirement or
similar benefits for directors or executive officers,  except that our directors
and executive  officers may receive stock options at the discretion of our board
of directors. We do not have any material bonus or profit sharing plans pursuant
to which cash or non-cash  compensation  is or may be paid to our  directors  or
executive  officers,  except that stock options may be granted at the discretion
of our board of directors.

We have no plans or arrangements in respect of remuneration received or that may
be received by our executive  officers to compensate  such officers in the event
of termination of employment (as a result of resignation,  retirement, change of
control) or a change of  responsibilities  following a change of control,  where
the value of such compensation exceeds $60,000 per executive officer.

DIRECTORS COMPENSATION

We reimburse our directors for expenses  incurred in connection  with  attending
board meetings but did not pay director's  fees or other cash  compensation  for
services rendered as a director in the year ended December 31, 2003.

No cash  compensation  was  paid  to any of our  directors  for  the  director's
services as a director  during the fiscal year ended  December 31, 2003. We have
no standard  arrangement  pursuant to which our  directors are  compensated  for
their services in their capacity as directors  except for the granting from time
to time of incentive  stock  options.  The board of directors  may award special
remuneration to any director  undertaking any special  services on behalf of our
company  other than  services  ordinarily  required  of a  director.  Other than
indicated  below, no director  received and/or accrued any  compensation for his
services  as  a  director,  including  committee  participation  and/or  special
assignments.

ITEM 11.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

PRINCIPAL STOCKHOLDERS

The following table sets forth, as of March 31, 2004,  certain  information with
respect to the  beneficial  ownership  of our common  stock by each  stockholder
known by us to be the beneficial  owner of more than 5% of our common stock,  as
well as by each of our current directors and executive officers. Each person has
sole voting and  investment  power with  respect to the shares of common  stock,

<PAGE>

except  as  otherwise  indicated.  Beneficial  ownership  consists  of a  direct
interest in the shares of common stock, except as otherwise indicated.

<TABLE>
<CAPTION>

================================================== ================================ ================================

                                                        AMOUNT AND NATURE OF                  PERCENTAGE
NAME AND ADDRESS OF BENEFICIAL OWNER                   BENEFICIAL OWNERSHIP(1)                OF CLASS(1)
-------------------------------------------------- -------------------------------- --------------------------------

<S>                                                <C>                                           <C>
DONALD BELL                                        13,333 COMMON SHARES (POS T                   7.5%
CALGARY, ALBERTA, CANADA                           REVERSE SPLIT)
-------------------------------------------------- -------------------------------- --------------------------------

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

DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP        13,333 COMMON SHARES (POS T                   7.5%
                                                   REVERSE SPLIT)
================================================== ================================ ================================
</TABLE>

(1) Based on 177,084  shares of common stock issued and  outstanding as of March
31, 2004. Except as otherwise  indicated,  we believe that the beneficial owners
of the common stock listed above, based on information furnished by such owners,
have sole  investment  and voting power with respect to such shares,  subject to
community property laws where applicable.  Beneficial ownership is determined in
accordance with the rules of the SEC and generally includes voting or investment
power with respect to  securities.  Shares of common stock subject to options or
warrants  currently  exercisable,  or  exercisable  within 60 days,  are  deemed
outstanding  for purposes of computing  the  percentage  ownership of the person
holding such option or warrants,  but are not deemed outstanding for purposes of
computing the percentage ownership of any other person.

ITEM 12.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Except  as  otherwise  indicated  below,  we  have  not  been  a  party  to  any
transaction, proposed transaction, or series of transactions in which the amount
involved exceeds $60,000, and in which, to its knowledge,  any of its directors,
officers,  five  percent  beneficial  security  holder,  or  any  member  of the
immediate  family  of the  foregoing  persons  has had or will  have a direct or
indirect material interest.

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

REPORTS OF FORM 8-K

On July 26, 2002, we filed a current report on Form 8-K announcing  that on July
13, 2002 the majority of our shareholders approved the sale of substantially all
of our assets  pertaining  to Dealer  Specialties  International,  Inc.  and its
related franchise  agreement with our company, to the Trader Publishing Company.
This business represented over 90% of our operations,  revenues and expenses. As
consideration  for the sale of  assets,  we  received  $1,500,000  in cash  less
certain holdbacks.  The remaining  operations of our Company's  business,  which
included  website  management  services  for  automotive  dealerships  could not
operate  profitably  and, as a result,  effective  July 16, 2002,  we stopped or
scaled back most of our  operations  in order to protect our cash  position from
the asset sale to Trader.  We also announced we entered into a license agreement
with Motorwebs,  Inc. to manage the remaining  customers for an up-front license
fee and other consideration. Motorwebs, Inc. is a corporation operated by Ronald
Clayton,  our former  President,  who resigned from our board effective July 15,
2002.

On August  26,  2002,  we filed a current  report  on Form 8-K  announcing  that
effective  August 19, 2002, we were  notified from Grant  Thornton LLP that they
were  resigning as our  independent  accountants  due to the decline in expected
future  operations  resulting from the sale of our data  collection and labeling
operations.

On September  10, 2002,  we filed a current  report on Form 8-K  announcing  the
resignation  of Albert  James from our board of directors  effective  August 29,
2002,  the  resignation  of Mike Morrison from our board of directors  effective
September 10, 2002,  the  resignation of Steve Van Leeuwen as Chairman and Chief
Executive Officer  effective  September 10, 2002 and the resignation of Kathleen
Van Leeuwen as Secretary  and Director  effective  September  10, 2002.  We also
announced,  effective  September 5, 2002 the  appointment  of Donald Bell as our
President and Director.  Mr. Bell was also appointed our Secretary and Treasurer
effective September 10, 2002.

<PAGE>

On  October  31,  2002,  we filed a current  report on Form 8-K  announcing  the
appointment of Kyle L. Tingle as our independent accountant.

On January 7, 2003, we filed a current report on Form 8-K advising that we filed
our Form 10-QSB  Quarterly  Report for the period ended  September  30, 2002 and
attaching the 906  Certification of our President,  Chief Executive  Officer and
Chief Financial Officer.

FINANCIAL STATEMENTS FILED AS PART OF THE ANNUAL REPORT:

The following Financial  Statements  pertaining to Auteo Media are filed as part
of this annual report:

     Independent Auditors' Report, dated April 14, 2004

     Balance Sheets as at December 31, 2003

     Statements of Operations and Deficit for the years ended December 31, 2003
     and 2002

     Statements of Changes in Stockholders' Equity, years ended December 31,
     2003 and 2002

     Statements of Cash Flow for the years ended December 31, 2003 and  2002

     Notes to the Financial Statements

EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-B

Exhibit Number and Description

(3)      ARTICLES OF INCORPORATION/BYLAWS

3.1      Articles of Incorporation (incorporated by reference from our
         Registration Statement on Form 10-SB filed on September 3, 1999)

3.2      Bylaws  (incorporated by reference from our Registration Statement on
         Form 10-SB filed on September 3, 1999)

(10)     MATERIAL CONTRACTS

         No current material contracts

ITEM 14. CONTROLS AND PROCEDURES.

See Item 8A above

Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that information  required to be disclosed in Company reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported,  within the time  periods  specified  in the  Securities  and Exchange
Commission's  rules and  forms.  Disclosure  controls  and  procedures  include,
without limitation,  controls and procedures designed to ensure that information
required to be  disclosed  in Company  reports  filed under the  Exchange Act is
accumulated  and  communicated  to  management,  including the  Company's  Chief
Executive  Officer and Chief Financial  Officer as appropriate,  to allow timely
decisions regarding required disclosure.

<PAGE>

ITEM 15.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES.

         Audit fees consist of fees billed for  professional  services  rendered
for the audit of the Company's  consolidated financial statements and the review
of the  interim  statements.  The total fees  billed for Kyle L.  Tingle for the
prior two fiscal years was $Nil for the current fiscal year was $6,000


OTHER.

         There  were  no  audit   related   services  and  no  fees  billed  for
professional  services for tax  compliance,  tax advice and tax planning for the
fiscal year ended December 31, 2002 and December 31, 2003.






<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.

AUTEO MEDIA, INC.
a Nevada corporation

/s/ DONALD BELL
------------------------------
By: Donald Bell, Chairman
and Director

Date: April 14, 2004

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.

SIGNATURES

/s/ DONALD BELL
-------------------------------------
Donald Bell, Chairman,
Chief Executive Officer and Director

Date: April 29, 2005


/s/ MICHAEL W. KINLEY
-------------------------------------
Michael W. Kinley, President,
and Director

Date: April 29, 2005