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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
                                   FORM 10-KSB

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                   (MARK ONE)

         [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
         SECURITIES EXCHANGE ACT OF 1934

         FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

         [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
         SECURITIES EXCHANGE ACT OF 1934

          FOR THE TRANSITION PERIOD FROM ____________ TO ____________ .

                         COMMISSION FILE NUMBER 0-27229

                                AUTEO MEDIA INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              NEVADA                                   88-0409163
      (STATE OF INCORPORATION)              (I.R.S. EMPLOYER IDENTIFICATION NO.)

                             22125 17TH AVE SE #105
                                BOTHELL, WA 98021
                            TELEPHONE: (425) 415-1694
   (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                         REGISTRANT'S PRINCIPAL OFFICES)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                    COMMON STOCK, PAR VALUE $0.001 PER SHARE
                                (TITLE OF CLASS)

         Indicate  by check  mark  whether  the  registrant:  (1) has  filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-KSB. [ ]

         Based on the  closing  sale price of $0.75 for our common  stock on the
OTC  Bulletin  Board  System on March 12, 2001,  the  aggregate  market value of
outstanding  shares of common  stock held by  non-affiliates  was  approximately
$3,057,156.  As of March 15,  2001,  6,176,209  shares of our common  stock were
outstanding.



                                       1


<PAGE>


<TABLE>
<CAPTION>

                                AUTEO MEDIA, INC.

                          ANNUAL REPORT ON FORM 10-KSB
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                                                                              PAGE
                                                                                             NUMBER

         Index

                                       PART I

<S>        <C>                                                                                  <C>
Item 1.    Business                                                                             3
Item 2.    Properties                                                                          12
Item 3.    Legal Proceedings                                                                   12
Item 4.    Submission of Matters to a Vote of Security Holders                                 12

                                       PART II

Item 5.  Market for the Company's Common Equity and Related Stockholder Matters                13
Item 6.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                                                 13
Item 7.  Quantitative and Qualitative Disclosures About Market Risk                            16
Item 8.  Financial Statements and Supplementary Data                                           16
Item 9.  Changes in and Disagreements With Accountants on Accounting
         and Financial Disclosure                                                              16

                                       PART III

Item 10.   Directors and Executive Officers of the Company                                     17
Item 11.   Executive Compensation                                                              17
Item 12.   Security Ownership of Certain Beneficial Owners and Management                      17
Item 13.   Certain Relationships and Related Transactions                                      17

                                       PART IV

Item 14.   Exhibits, Financial Statement Schedules, and Reports on Form 8-K                    18
           Signatures                                                                          19

</TABLE>

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<PAGE>



PART I

ITEM 1. BUSINESS

         Except for  historical  information,  the following  description of our
business  contains  forward-looking  statements  based on current  expectations,
which involve risks and uncertainties. These statements are made under the "Safe
Harbor" provision's of the Private Securities Litigation Reform Act of 1995, and
are  sometimes  indicated by use of words such as "expect,"  "believe."  "seek,"
"anticipate" and similar words. Our actual results could differ  materially from
those set forth in these  forward-looking  statements as a result of a number of
factors, including those set forth in this Annual Report under the heading "Risk
Factors."  Unless  specified  otherwise as used herein,  the terms "we," "us" or
"our" refer to Auteo Media, Inc.


OVERVIEW

         We are a regionally  branded  online  automotive  and  automotive  part
commerce and communications company that provides dealerships and consumers with
automotive  solutions  throughout  the cycle of the  vehicle  purchase.  Our key
business is to provide new and pre-owned  vehicle data and digital  pictures for
branded  and  private  Internet  sites on  behalf  of the  dealership.  We visit
dealerships  and collect  information-rich  and timely  data that  better  allow
dealers  to  compete  for  Internet   shoppers.   Our  service   also   provides
point-of-purchase window labels that assist the sales personnel and the buyer in
their assessment of the merits and value of the dealerships vehicles.

         We also  provide  software  solutions  to  facilitate  the  interaction
between sales personnel and the automotive  shopper.  Online shoppers  require a
fast response to their  inquiries  while sales  personnel and management need to
organize and effectively  manage these customer  contacts.  Our  ContactAuto(TM)
Internet  based software  collects  valuable  information  about the shopper and
provides tools for sales personnel to better  communicate  with them. The system
organizes  calendar  events,  tasks,  and  contacts and provides for reports and
marketing functions. Unique to ContactAuto is the ability of the sales personnel
to receive and reply to sales leads and inquiries through certain Internet ready
phones and devices,  without the need for a personal  computer.  We believe this
system  greatly  improves the online  communications  between  dealership  sales
people and their shoppers.

         Through our Web sites,  www.autoloco.com and the wireless match to this
site, www.pocketauto,  consumers can research pricing,  specifications and other
information   regarding  new  and  pre-owned  vehicles,   communicate  with  the
dealership,  finance,  lease,  and insure vehicles owned by the  dealership.  We
believe that our services  provide benefits for consumers by supplying them with
timely  and  complete  information  to make  informed  and  intelligent  vehicle
decisions.

         With  our  WWW.PARTCART  Internet  commerce  site,  consumers,   retail
outlets,  service centers and others can purchase  aftermarket auto accessories,
online at discounted  prices.  We believe there is an opportunity in providing a
large selection of highly demanded  aftermarket  parts at prices typically lower
than  those at  local  retail  stores.  Since  the  purchase  of these  parts is
typically not time critical, we believe shoppers will prefer online ordering due
to the time and money saving potential it offers.  Through a relationship with a
major auto part wholesaler,  we do not inventory product.  Our supplier provides
all stocking and  shipping  logistics  while we provide the listing of the parts
and the ability to accept payment by credit card online.

         On February 29, 2000,  the Company  entered into an agreement with TYSA
Corporation (TYSA) whereby the Company purchased 82.5% of the outstanding common
stock of TYSA 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. This
transaction  was  accounted  for as a reverse  acquisition  and resulted in TYSA
becoming the accounting acquirer, whereby the historical financial statements of
the Company became those of TYSA.

         The Company began its data collection business in November of 1997, its
online new and  pre-owned  vehicle  locator  site in 1998,  and its  ContactAuto
contact management software and its auto part commerce site in November 2000.

         In the first quarter of 2000, we entered into an Agreement  with Dealer
Specialties,  Inc., a wholly owned subsidiary of Trader Publishing  Corporation,
to begin the California  expansion of our data collection  business unit. In the
second  quarter  of 2000 we  entered  into a  business  relationship  with  AT&T
Wireless  as  a  Data  Solutions


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<PAGE>

Provider.  This Agreement provides special  considerations to the company in the
marketing of their wireless Internet devices.

         We are a Nevada  corporation  incorporated on July, 1996. Our principal
corporate offices are located in Bothell,  Washington.  We completed the reverse
merger  between TYSA and Auteo Media in February of 2000 and our common stock is
listed on the Over the Counter Bulletin Board, under the symbol "AUTM."


BACKGROUND

         Growth of the Internet and Online Commerce. The Web and online services
have emerged as significant global  communications and commercial media enabling
millions  of people  worldwide  to share  information,  communicate  and conduct
business electronically. We believe that the number of Web users will grow based
on a number  of  factors,  including  the large and  growing  base of  installed
personal  computers in the home and workplace,  the decreasing  cost of personal
computers,  easier, faster and cheaper access to the Internet,  the distribution
of  broadband  applications,  the  proliferation  of  Internet  content  and the
increasing  familiarity  and  acceptance  of  the  Internet  by  businesses  and
consumers.

         The growth in the use of the Internet has also led to a rapid growth of
online commerce. Web commerce sites are enabling businesses to target and manage
a broad  customer  base and  establish  and  maintain  ongoing  direct  customer
relationships.  As a growing number of businesses and information providers have
begun  marketing on the Web, it has rapidly  become a medium in which  consumers
can access a vast  amount of  information  regarding  the  pricing,  quality and
specification of products. Additionally, online transactions can be faster, less
expensive and more convenient than transactions  conducted in person or over the
telephone.

         The Automotive Vehicle Market.  Automotive dealers operate in localized
markets  and  face  significant  state   regulations  and  increasing   business
pressures.  These  fragmented  markets,  with  approximately  49,000  dealers in
aggregate, are characterized by:

         - a perceived overabundance of dealerships,

         - competitive sales within regional markets,

         - increasing  advertising  and marketing  costs that continue to reduce
           dealer profits,

         - high-pressure sales tactics with consumers, and

         - large investments by dealers in real estate, construction,  personnel
and other overhead expenses.

         In  addition,  consumers  have  traditionally  entered  into the highly
negotiated   sales  process  with  relatively   little   information   regarding
manufacturer's costs, leasing costs,  financing costs,  relative  specifications
and other important information. Buying a vehicle is considered to be one of the
most  significant  purchases a United States  consumer  makes.  According to ADT
Automotive  Inc.,  approximately  $709 billion and $652 billion was spent on new
and  pre-owned   vehicles  in  the  United  States   representing  the  sale  of
approximately 58 million and 56 million vehicles in 1999 and 1998, respectively.
Consumers  are  becoming  reliant  on the  Internet  to locate the  vehicle  and
communicate  with  the  dealership.   The  dealership  must  increasingly  shift
resources  towards  this  marketing  medium and  guarantee  these  consumers  an
information-rich shopping experience in order to remain competitive.


THE AUTEO MEDIA SOLUTION

         We  believe  that  our  products  and  services   improve  the  vehicle
purchasing   process  for  both  consumers  and  dealers.   We  offer  consumers
information-rich Web sites and  point-of-purchase  window labels.  Consumers can
locate  vehicles,  view the window labels online and communicate with the dealer
through  e-mail or phone.  Whether  consumers  use the  Internet or not they can
benefit greatly by our window labels  displaying all key  information  about the
vehicle,  typically more than what is seen on new vehicle window labels.  Having
identical  information  on the  Internet  and labeled  onto the  pre-owned  cars
facilitates  improved  communication  between the consumer and dealership  sales
personnel.

         Benefits to Consumers.  Our Web sites provide consumers free of charge,
up-to-date  information on hundreds of thousands of new and pre-owned  vehicles.
This includes the photo in many cases,  all options,  warranty,


                                       4


<PAGE>


and location of dealership selling the vehicle. Consumers can get free insurance
quotes,  financing quotes, lemon reports,  reviews, book values and more. On the
lot,  consumers can browse the  pre-owned  vehicles with the benefit of a window
label as with the new cars.  All  options,  engine  size and in most cases media
reviews, miles per gallon and price printed on them. This allows consumers to be
more  educated  about the vehicle  whether  they are at home on the  Internet or
physically on the dealership lot.

       Consumers or businesses  shopping for aftermarket auto parts can do so on
the Internet at home or at work.  These parts are not time critical meaning they
are not  typically  used to repair a vehicle  but only to improve  it.  They are
add-on  parts that are  typically  found or ordered  from local auto part retail
outlets.  Parts available at these outlets have large mark-ups from the retailer
and the tiers of  distribution  they  purchase  from.  Shoppers on Auteo Media's
WWW.PARTCART Internet site purchase these parts at a lower price than the retail
store in a secure, credit card based commerce area.

       Benefits  to  Dealers.  We  believe we benefit  dealers by  reducing  the
dealers'   incremental   personnel  and  marketing  costs,   increase   consumer
satisfaction and increase sales volume and profitability. Each week, our Account
Specialists  visit the dealership where they collect the vehicle data into their
laptop,  take a quality  digital  photograph,  print and apply the custom window
label and apply it to the vehicle.  Each night the vehicle  information  is sent
over the Internet to the main server where it is distributed to the top Internet
web sites  (including  those of Auteo Media)  and/or  placed  directly  onto the
dealerships web site. We believe that the dealership  cannot replicate the total
services we provide. Additionally,  their labor and equipment cost would greatly
exceed our expense.

       Shoppers visiting one of the many automotive Internet sites where we send
their   vehicles  will  in  most  cases  inquire  about  the  vehicle  price  or
availability by e-mail.  By using Auteo Media's  ContactAuto(TM)  sales lead and
contact  management  software  the sales  personnel  can  respond in minutes and
effectively  track  and  manage  the  prospect  through  the sales  process  and
thereafter.  We believe  that  ContactAuto  enables  sales  personnel to be more
efficient  though its scheduling and task management  functions,  while allowing
management  to  have  oversight  of the  quality  and  result  of  the  consumer
interaction. By offering a means of receiving and replying to e-mail on wireless
devices,  sales personnel can respond  wherever or whenever a lead comes to them
without the need for a personal computer.

       Through our Internet sites and through all of the sites where we can send
the  dealerships  vehicles we can  provide  sales  personnel  access to a larger
number of highly qualified  consumers.  We believe  dealers'  personnel costs be
reduced because we provide  dealerships access to potential  purchasers who have
completed  their  research and should be ready to buy or lease a vehicle.  Auteo
Media provides dealers with on-site technology to better track sales, inventory,
customer solicitations, responses and other communications.

       By  providing  consumers  a quality  fulfillment  experience,  we seek to
provide our dealers a large  number of  consumers,  which allows them to compete
more  effectively.  Our  solution  includes  an  expanding  network  of over 200
participating  dealers in Washington and California.  Our Internet sites include
over three hundred thousand pre-owned vehicles from across the United States and
the  ability  to secure a price  quote  from  over  twenty  thousand  nationally
franchised dealerships.


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<PAGE>

<TABLE>
<CAPTION>


 Auteo Media currently provides the following services to automotive dealerships
and their consumers:

-------------------------------------------------------- ----------------------------- -------------------------------
                                                         Automotive Shoppers           Automotive Dealerships
-------------------------------------------------------- ----------------------------- -------------------------------
<S>                                                      <C>                           <C>
Creation and Application                                 Better understanding of       Better able to communicate
of Window Labels                                         vehicle                       with shoppers
-------------------------------------------------------- ----------------------------- -------------------------------
Physical collection of vehicle                                                         Will not have to use internal
data and digital picture                                                               labor and equipment
-------------------------------------------------------- ----------------------------- -------------------------------
Placement of vehicle data and                            Can view complete vehicle     Can quickly get exposure to
pictures onto multiple                                   data and picture and begin    Internet shoppers searching
Internet sites                                           communications with           for vehicles on many unique
                                                         dealer                        Internet sites including
                                                         personnel                     their private site
-------------------------------------------------------- ----------------------------- -------------------------------
Providing lead and customer                                                            Customers can be responded to,
contact management software                                                            scheduled, organized, marketed
to sales personnel                                                                     to, tracked and classified
                                                                                       into a long term data bank
-------------------------------------------------------- ----------------------------- -------------------------------
Provides the ability to receive                          Can receive an e-mail quote   Can respond to a customer
and reply to e-mail, view contacts and inventory         or other response from the    before their competition
from a                                                   dealership in minutes.        without the need for a
wireless device.                                                                       personal computer.
-------------------------------------------------------- ----------------------------- -------------------------------
Provided most of the name brand                          Can save money on the part
Auto parts at prices below that                          and the time It takes to
Of the local retail outlet                               locate the local retail
                                                         outlet
-------------------------------------------------------- ----------------------------- -------------------------------

</TABLE>


STRATEGY

       Our primary  objective  is to improve the  verbal,  phone and  electronic
communications  between  automotive  buyers and  sellers in an  information-rich
environment  throughout the vehicle  ownership  lifecycle.  We intend to achieve
this objective through the following principal strategies:

       Expand and Penetrate  our Existing and Potential  Dealer Base. We believe
that strengthening the penetration of existing dealer base with new and existing
services is  important  to our profit  goals.  Additionally,  our strategy is to
increase the size of our dealer  networks by attracting  new dealers in areas we
currently service while expanding into new areas. Our strategy will be to;

-  increase  the volume and  quality  of our data  collection  service
-  conduct direct and  indirect  sales  efforts to existing  customers  for
   ContactAuto
-  conduct marketing  campaigns to increase the sales leads our dealerships
   receive
-  expand into new markets along the west coast of the United States

       Continue to Build Brand Equity.  We believe that due to our focus on both
online and traditional marketing, we can own a leading brand name in our sector.
We intend  to market  and  advertise  to  enhance  our  brand  recognition  with
consumers  and  dealerships.  We believe that  continuing  to  strengthen  brand
awareness of our  Autoloco(sm),  Northwest and  California  Dealer  Specialties,
PocketAuto(sm),  PartCart(sm) and  ContactAuto(TM)  names among our consumers is
important as we expand our territory.


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<PAGE>


       Ensure the Highest Quality Consumer Experience.  We believe that consumer
satisfaction and loyalty is heavily influenced by the consumer's experience with
products  and  services.  In order to enhance  our appeal to our  consumers,  we
intend to continue developing our services and management  structure.  We intend
to continue to invest in our dealer  training  and support  services to ensure a
consistent, high-quality experience with our services.

         Invest in Related Products and Services.  We believe that expanding our
products  and  services to both  consumers  and dealers is critical to establish
ourselves  as the premier  provider of online and point-of  purchase  automotive
products and  services.  Our strategy is to continue to enhance  personalization
features  and  invest  in  technology  that  continually   improves  the  buying
experience for vehicles and aftermarket parts.


PRODUCTS, PROGRAMS AND SERVICES

         Data and Digital Photography  Collection and  Point-of-Purchase  Window
Labels. Each week, trained Account Specialists employed by Auteo Media visit our
200-dealership  customers.  While there they collect all of the vehicle data and
take a digital picture. This information-rich data is typically better than that
in the dealerships computer and that in the local newspaper. This information is
sent to the Dealer  Specialties'  master  server  each night.  Daily,  a host of
Internet web sites and portals connect to this server and poll the vehicle data.
Internet  shoppers  can  then  view  the  data  typically  the day  after it was
collected.  Consumers can e-mail the dealership for price, availability or other
questions  or in many cases call or secure  the  address to view the  vehicle in
person.  Dealerships  who  subscribe  to  buying  services  such as  Cobalt(TM),
Autobytel(sm), Autoweb(sm), Carpoint(sm) or many others no longer have to expend
labor costs to get their  vehicles  onto these sites.  In the fourth  quarter of
2000 we began  offering dual and quad photos of vehicles for an additional  fee.
Shoppers can view the inside of the  vehicle,  the wheel style and the front and
back of the vehicle in one photo.

         While at the dealership,  Account  Specialists  print customized window
labels that organize the data in addition to media reviews, miles per gallon and
unique product and service offerings of the dealerships.  Additionally, we print
the federally mandated warranty guides for use by the dealership and consumers.

         Auteo Media charges a per vehicle fee for this service, invoiced at the
time the  data is  collected,  that is based  primarily  upon  the  services  we
provide.  We expanded our services  into Northern  California  early in 2000 and
have experienced excellent growth later in the year.

         Sales Lead and Customer, Contact Management.  Dealerships interact with
many different  customers on a daily basis.  They may be walk-ins,  phone-ups or
e-mail  exchanges.  The ability to effectively and efficiently  communicate with
each of these  customers  in an  organized  manner  is  difficult.  Auteo  Media
developed   ContactAuto  in  2000  to  provide  for  a  standardized  method  to
communicate,  organize,  schedule,  manage,  track  and  market to their new and
existing  customer  base. The  customers,  or contacts,  entered into the system
become  property of the  dealership and can be used for e-mail or mailing blasts
by type of vehicle they are interested in.  Additionally,  the Internet  enabled
system  offers  the  management  of the  dealership  the  ability  to  view  the
timeliness and effectiveness of the customer  interaction by sales person and by
Internet  source.  Unique to this system is the ability for sales  personnel  to
view  their  leads,  inventory,  and  contacts  and to create  e-mail on certain
wireless devices. This improves the timeliness of the customer interaction since
sales personnel can respond anywhere at any time without the need for a personal
computer.  This system was in beta site testing during the last quarter of 2000.
It is our goal to launch it to our existing  customer  base in the first quarter
of 2001.

         Automotive Web Site Services.  Our pre-owned and new vehicle purchasing
services  enables  consumers  to shop for and select a vehicle  through  our Web
sites by providing data on vehicles such as options,  warranty, they can specify
the way they want to communicate  with the dealership  along with the consumer's
contact  information.  A purchase  request is then routed to the nearest  dealer
that sells the type of or actual vehicle  requested,  and we promptly  return an
e-mail  message to the consumer with  information  on the  dealership  and their
response.  Unique to Auteo Media is the entry into a wireless  web site  service
where shoppers can search and view key  information  about a pre-owned  vehicle,
request a quote on a new vehicle or simply  locate a dealership by make. We have
over three hundred thousand  pre-owned vehicles on our sites and over 20,000 new
car dealerships accessible to consumers.

         Online  Automotive  Superstore.  We launched PartCart online automotive
superstore in November 2000. The superstore  offers a broad range of products to
consumers, including parts, accessories,  tires, audio and electronics, car care
products,  tools,  books and  performance  parts.  The superstore is designed to
enhance our consumer  relationship by providing a trusted  resource for products
that  complete or  complement  the  vehicle


                                       7


<PAGE>


purchase  process.  By working as a distributor of a major auto part wholesaler,
Auteo Media is able to offer  branded  parts from over one hundred top auto part
manufacturers.

         Other  Related  Products  and  Services.  We offer a number of  related
products and services that we market to consumers  through our Web sites and the
linked Web sites of participating partners. We make purchase and lease financing
available to consumers  through an online  consumer  banking center  established
with Nations Bank,  Inc. that allow  consumers to research and apply for vehicle
financing  online in a secure manner from this qualified  lender.  Consumers can
provide  credit  verification  documents in hand, to better  negotiate  with the
dealership.

         We provide a link on our Autoloco.com web site so consumers can receive
real-time  quotes for  insurance  coverage from Insweb  Incorporated  and submit
quote applications online. We offer information concerning all aspects of owning
and  leasing  new and  pre-owned  vehicles  that we believe  makes our Web sites
valuable resources to consumers.

         DSUpdate Real Time System.  In 2000, we made available a technology and
software  system  called the DSUpdate  Real Time system made  available  through
Dealer   Specialties   International.   The  Dealer   Real  Time  system  is  an
Internet-based platform that gives dealers the ability to delete sold inventory,
change prices or add options to their existing database, real-time.


INTERNATIONAL ACTIVITIES

         We have not  established  and do not  currently  intend to  expand  our
presence in foreign markets. Auteo Media did secure the domain name WWW.EUROAUTO
in the event  that this may occur in the  future.  We do  observe  the  Canadian
market as an opportunity due to its proximity to our offices.


MARKETING AND SALES

         Our ability to enhance the  recognition of our brand names and position
ourselves as a leading Internet-based  vehicle information,  automotive services
and part provider is key to increase the number of subscribing dealerships. Over
the past several  years,  we have grown our customer base from direct  marketing
efforts  and  referrals  from  existing   customers  only.   Fortunately,   auto
dealerships are easy to locate and target by direct sales efforts. We have found
this to be our best  source  of new  accounts.  We did  begin  e-mail  marketing
campaigns to our existing dealerships  enlightening them on new services such as
DSUpdate and quad, digital photographs.  This proved to be cost effective to the
Company and will be expended in the future.

         For our automotive web sites,  those requiring  consumers to search for
vehicles or auto parts, we conducted limited local radio  broadcasts,  newsprint
and search engine placement.


INTELLECTUAL PROPERTY

         We are applying for trade and service marks for key brand names such as
partcart,  autoloco,  euroauto and contactauto. We intend to apply for copyright
protection of our  contactauto  software upon its completion in first quarter of
2001.  All  employees  of Auteo  Media  are  required  to sign  non-compete  and
confidentiality agreements before employment can begin.


DEALER RELATIONSHIPS AND SERVICES

         Dealer Network.  Dealers participate in our services through an initial
set-up fee and a per vehicle  charge.  We have not required our  dealerships  to
sign going  forward type  agreements.  We offer no  territorial  protection  and
believe  there is no gain to the  dealer or us for such  agreements.  We believe
such agreements  would delay our expansion plans since many dealerships will not
typically enter into such contracts without adequate cause.


                                       8


<PAGE>


COMPETITION

         We believe that the principal  competitive factors affecting the market
for our  Internet-based  and  point-of-purchase  vehicle and auto part marketing
services include:

         - successful   marketing  and  establishment  of  national  brand  name
           recognition,

         - ease of use, speed and quality of service execution,

         - the size of the participating dealership base,

         - the volume and quality of traffic to our sites,

         - the ability to introduce new services and  technology in a timely and
           cost-effective manner,

         - technical expertise, and high levels of serviceability

         - customer satisfaction, and

         - competitive dealer pricing.

         Our data collection,  digital photograph and  point-of-purchase  window
label  services  enjoy  limited  competition.  The  barriers  to  entry  in  the
development of software, equipment and technology advances make it difficult for
new  market  entries.  Some  dealers  create  window  labels at their  facility,
primarily  using the  Kelley  Blue  Book  system.  This  method  still  requires
dealership  personnel  to manually  key  information  about the vehicle into the
computer,  print and apply the label to the car.  They are also  faced  with the
fairly  sophisticated  effort of collecting the digital photo, linking this with
the car data and sending this electronically to the host of data partners. Auteo
Media regularly faces small companies  offering  digital photo services but they
have  not,  as  of  yet,  been  able  to  offer  the  breadth  of  services  and
technological advances as those of Auteo Media.

         Our vehicle purchasing service WWW.AUTOLOCO  competes against a variety
of Internet and  traditional  vehicle buying  services,  automotive  brokers and
classifieds.  With numerous recent entrants into our market, our competition has
substantially  increased.  Many of such recent entrants are substantially better
financed  than we are.  In the  Internet-based  market,  we  compete  with other
entities,  which maintain  similar  commercial Web sites including  Autoweb.com,
AutoVantage,  Microsoft  Corporation's CarPoint,  CarsDirect.com,  CarOrder.com,
Cars.com, Driveoff.com, and AutoTrader.com.  AutoNation, a large consolidator of
dealers, has a Web site for marketing vehicles.  In addition,  all major vehicle
manufacturers  have  their own Web sites and many have  launched  online  buying
services, such as General Motors Corporation's BuyPower.  However, most of these
sites are our data partners and display our data.

         Our lead and customer management system  WWW.CONTACTAUTO  competes with
several systems available by the buying services.  With numerous recent entrants
into our market,  our  competition  has  substantially  increased.  Many of such
recent  entrants  are  substantially  better  financed  than we are.  We compete
primarily on technology  and ease of use  functions.  We are able to improve our
system in a time frame that exceeds our customer's needs but this is offset many
times by the brand loyalty of their existing partners.

         Our auto part, Internet commerce site,  WWW.PARTCART competes against a
limited but highly financed group of companies. Although their overhead is but a
fraction  of our own,  they are able to  expend  significant  dollars  to buy-in
purchases.  They then anticipate  earning  profits on future  purchases from the
customer they originally invested in.


OPERATIONS AND TECHNOLOGY

         We believe that our future success is significantly  dependent upon our
ability  to  continue  to deliver  high-quality  services,  reliable  Web sites,
enhance  consumer/dealer  communications,  and  maintain  the highest  levels of
information  quality and depth. We continually  upgrade our internal systems and
those in use by our Account Specialists.


                                       9


<PAGE>


         Auteo Media  currently hosts its Web sites at our data center and at an
offline location at a local Application Service Provider. In the future, we will
host our infrastructure at a leading Application  Service Provider.  Our network
and  computer  systems  are built on the  leading  industry  standards.  Network
security is provided by utilizing standard products.


GOVERNMENT REGULATION

         Currently few laws or regulations have been adopted that apply directly
to our business activities. The adoption of additional local, state, national or
international  laws or regulations  may decrease the growth of Internet usage or
the acceptance of Internet commerce.

         We  believe  that  our  dealer  marketing  services  do not  constitute
franchising or vehicle brokerage  activity in a way that makes federal and state
franchise,  motor vehicle dealer, or vehicle broker licensing laws applicable to
us.


EMPLOYEES

         As of March 12, 2000, we had a total of 23  employees.  We also utilize
independent  contractors as required. None of our employees are represented by a
labor  union.  We have not  experienced  any work  stoppages  and  consider  our
employee relations to be good.


RISK FACTORS

         In addition to the factors  discussed in the  "Overview" and "Liquidity
and Capital Resources" sections of Item 6. "Management's Discussion and Analysis
of Financial  Condition and Results of Operations" in this Annual Report on Form
10-KSB, the following additional factors may affect our future results.

         WE  ARE  OPERATING  AT A  LOSS  AND  CANNOT  ASSURE  THAT  WE  WILL  BE
PROFITABLE.  IF WE CONTINUE TO LOSE MONEY OUR OPERATIONS WILL NOT BE FINANCIALLY
VIABLE.  Our potential for future  profitability  must be considered in light of
the risks,  uncertainties,  expenses and difficulties  frequently encountered by
companies in the early stages of development,  particularly companies in new and
rapidly evolving markets.

         COMPETITION   COULD  REDUCE  OUR  MARKET   SHARE  HARM  OUR   FINANCIAL
PERFORMANCE.  Our  market  is  competitive  not only  because  certain  business
activities are Internet related with minimal barriers to entry, but also because
we compete directly with other companies in the offline environment.

         IF WE LOSE KEY  PERSONNEL OR ARE UNABLE TO TRAIN AND RETAIN  ADDITIONAL
HIGHLY  QUALIFIED  SALES,  MARKETING,  MANAGERIAL  AND  TECHNICAL  PERSONNEL OUR
BUSINESS MAY SUFFER.  The Company is greatly  dependant  upon its  President and
CEO,  Steve  Van  Leeuwen  and  would be at  additional  risk  should  he depart
intentionally or unintentionally without an appropriate successor assigned.

         WE NEED TO MANAGE OUR GROWTH AND OUR ENTRY INTO THE NEW  GEOGRAPHIC AND
BUSINESS  AREAS  IN  ORDER TO AVOID  INCREASED  EXPENSES  WITHOUT  CORRESPONDING
REVENUES.

         OUR SUCCESS IS DEPENDANT ON KEEPING PACE WITH  ADVANCES IN  TECHNOLOGY.
If we are unable to keep such pace  consumers  may stop using our  services  and
revenues will decrease.

         OUR  CURRENT  REVENUES  ARE  STRONGLY  DEPENDANT  UPON OUR  CONTRACTUAL
RELATIONSHIP WITH DEALER SPECIALTIES INTERNATIONAL, A TRADER PUBLISHING COMPANY.
If our  relationship  were to  discontinue we would suffer from loss of revenues
and earnings.

         INTERNET  COMMERCE IS NEW AND  EVOLVING  WITH FEW  PROFITABLE  BUSINESS
MODELS.  We  cannot  assure  that  each  of our  four  business  models  will be
profitable.

         THE PUBLIC  MARKET FOR OUR COMMON  STOCK MAY  CONTINUE TO BE  VOLATILE,
ESPECIALLY SINCE MARKET PRICES FOR  INTERNET-RELATED  AND TECHNOLOGY STOCKS HAVE
OFTEN BEEN UNRELATED TO OPERATING PERFORMANCE.

         OUR  FOUNDERS,   OFFICERS  AND  DIRECTORS  AND  THEIR  AFFILIATES  HAVE
SUBSTANTIAL  CONTROL  OF OUR  VOTING  STOCK


                                       10


<PAGE>


AND THE ABILITY TO SIGNIFICANTLY  INFLUENCE AND IN ALL LIKELIHOOD MAKE DECISIONS
THAT COULD ADVERSELY AFFECT STOCKHOLDERS.  Such decisions could adversely affect
our stock price.

         THERE ARE CURRENTLY FEW LAWS OR REGULATIONS  THAT APPLY DIRECTLY TO THE
INTERNET.  Because  parts of our  business is  dependent  on the  Internet,  the
adoption of new local, state,  national or international laws or regulations may
decrease the growth of Internet  usage or the  acceptance  of Internet  commerce
which  could,  in turn,  decrease  the demand for our  services and increase our
costs or otherwise have a material  adverse  effect on our business,  results of
operations and financial  condition.  Tax  authorities in a number of states are
currently  reviewing  the  appropriate  tax  treatment of  companies  engaged in
Internet commerce.  New state tax regulations may subject us to additional state
sales, use and income taxes.

         THE INTERNET AND ELECTRONIC COMMERCE MARKETS ARE CHARACTERIZED BY RAPID
TECHNOLOGICAL CHANGE,  CHANGES IN USER AND CUSTOMER  REQUIREMENTS,  FREQUENT NEW
SERVICE AND PRODUCT  INTRODUCTIONS  EMBODYING NEW TECHNOLOGIES AND THE EMERGENCE
OF NEW INDUSTRY STANDARDS AND PRACTICES THAT COULD RENDER OUR EXISTING WEB SITES
AND TECHNOLOGY OBSOLETE. If we are unable to adapt to changing technologies, our
business,  results of operations and financial condition could be materially and
adversely  affected.  Our  performance  will depend,  in part, on our ability to
continue to enhance our existing services, develop new technology that addresses
the increasingly  sophisticated  and varied needs of our prospective  customers,
license leading technologies and respond to technological  advances and emerging
industry  standards  and  practices on a timely and  cost-effective  basis.  The
development of our  proprietary  technology  entails  significant  technical and
business risks. We may not be successful in using new  technologies  effectively
or adapting our proprietary  technology to customer  requirements or to emerging
industry standards.

            SALES OR THE  PERCEPTION  OF FUTURE  SALES OF OUR  COMMON  STOCK MAY
DEPRESS OUR STOCK PRICE. SINCE THE MARKET PRICES FOR INTERNET-RELATED STOCKS ARE
LIKELY TO REMAIN VOLATILE,  OUR STOCK PRICE MAY BE MORE ADVERSELY  AFFECTED THAN
OTHER  COMPANIES BY SUCH FUTURE SALES.  We cannot assure that an active  trading
market will be  sustained  or that the market price of the common stock will not
decline.  Even if an active trading market does develop, the market price of the
common stock is likely to continue to be highly volatile and could be subject to
wide fluctuations in response to factors such as:

         - actual or anticipated variations in our quarterly operating results,

         - announcements of new product or service offerings,

         - technological innovations,

         - competitive    developments,    including   actions   by   automotive
           manufacturers,

         - changes in financial estimates by securities analysts,

         - conditions  and  trends  in  the  Internet  and  electronic  commerce
           industries,

         - adoption  of  new  accounting   standards  affecting  the  automotive
           industry, and

         - general market conditions and other factors.

         Further,  the stock markets,  and in particular the OTC Bulletin Board,
have experienced  extreme price and volume  fluctuations  that have particularly
affected the market prices of equity securities of many technology companies and
have often been unrelated or  disproportionate  to the operating  performance of
such companies. These broad market factors may adversely affect the market price
of our  common  stock.  In  addition,  general  economic,  political  and market
conditions  such  as  recessions,   interest  rates  or  international  currency
fluctuations,  may adversely affect the market price of the common stock. In the
past,  following  periods  of  volatility  in the  market  price of a  company's
securities, securities class action litigation has often been instituted against
companies with publicly traded securities. Such litigation, if instituted, could
result in  substantial  costs and a  diversion  of  management's  attention  and
resources,  which would have a material adverse effect on our business,  results
of operations and financial condition.

         OUR  ABILITY  TO  COMPETE  DEPENDS  UPON OUR  PROPRIETARY  SYSTEMS  AND
TECHNOLOGY.
While we will rely on trademark, trade secret and copyright law, confidentiality
agreements and technical measures to protect our proprietary  rights, we believe
that the technical and creative skills of our personnel,  continued  development
of our proprietary  systems and technology,  brand name recognition and reliable
Web site  maintenance


                                       11


<PAGE>


are more essential in  establishing  and  maintaining a leadership  position and
strengthening our brand.  Despite our efforts to protect our proprietary rights,
unauthorized  parties may attempt to copy  aspects of our  services or to obtain
and use information that we regard as proprietary.  Policing unauthorized use of
our proprietary rights is difficult. We cannot assure that the steps taken by us
will prevent  misappropriation of technology or that the agreements entered into
for that  purpose  will be  enforceable.  Misappropriation  of our  intellectual
property or potential  litigation  would have a material  adverse  effect on our
business,  results of operations and financial  condition.  Effective trademark,
service  mark,  copyright  and trade secret  protection  may not be available in
every country in which our products and services are made available  online.  In
addition,  litigation  may be  necessary in the future to enforce or protect our
intellectual  property  rights or to defend  against claims or  infringement  or
invalidity.  As part of our confidentiality  procedures, we generally enter into
agreements  with our  employees  and  consultants  and limit access to our trade
secrets and technology.

         RISKS OF PENNY STOCK.  THE COMPANY's common stock is considered to be a
"PENNY  STOCK"  because it meets one or more of the  definitions  in Rule 3a51-1
under the  Securities  Exchange  Act of 1934:  (i) it has a price less than five
dollars  per share;  (ii) it is NOT traded on a  recognized  national  exchange;
(iii) it is NOT quoted on the NASD's automated  quotation  system  (NASDAQ),  or
even if it is, it has a price  less  than five  dollars  per  share;  or (iv) is
issued  by a company  with net  tangible  assets  less  than  $2,000,000,  if in
business more than three years  continuous-  ly, or  $5,000,000,  if in business
less than  three  years  continuously,  or with  average  revenues  of less than
$6,000,000  for the past  three  years.  At such time as THE  COMPANY  meets the
relevant requirements, it may attempt to qualify for listing on either NASDAQ or
a national securities exchange, but there can be no assurance of this.

         BROKER-DEALER  REQUIREMENTS  MAY AFFECT  TRADING.  Section 15(g) of the
Securities  Exchange Act of 1934, as amended,  and Rule 15g-2 of the  Securities
and  Exchange  Commission  require  broker-dealers  dealing  in penny  stocks to
provide potential investors with a document disclosing the risks of penny stocks
and to obtain a manually signed and dated written receipt of the document before
effecting any transaction in a penny stock for the investor's account.

Potential  investors in THE COMPANY's  common stock are urged to obtain and read
such  disclosure  carefully  before  purchasing any shares that are deemed to be
"PENNY STOCK."  Moreover,  Rule 15g-9 of the Securities and Exchange  Commission
requires  broker-dealers  in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that investor.
This  procedure  requires  the  broker-dealer  to (i) obtain  from the  investor
information concerning his or her financial situation, investment experience and
investment  objectives;  (ii) reasonably  determine,  based on that information,
that  transactions  in penny  stocks are  suitable for the investor and that the
investor has sufficient  knowledge and experience as to be reasonably capable of
evaluating  the risks of penny stock  transactions;  (iii)  provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the  determination  in (ii) above;  and (iv)  receive a signed and dated copy of
such statement  from the investor,  confirming  that it accurately  reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these  requirements  may make it more difficult for investors in
THE  COMPANY's  common  stock to  resell  their  shares to third  parties  or to
otherwise dispose of them.

         SALE OF  SUBSTANTIAL  NUMBERS  OF SHARES OF COMMON  STOCK IN THE PUBLIC
MARKET COULD  ADVERSELY  AFFECT THE MARKET PRICE OF OUR COMMON STOCK AND MAKE IT
MORE DIFFICULT FOR US TO RAISE FUNDS THROUGH EQUITY  OFFERINGS IN THE FUTURE.  A
substantial  number of  outstanding  shares of common stock and shares of common
stock issuable upon exercise of outstanding  stock options will become available
for resale in the public market at prescribed times.

         WE CURRENTLY  ANTICIPATE THAT OUR CASH, CASH EQUIVALENTS AND SHORT-TERM
INVESTMENTS WILL BE SUFFICIENT TO MEET OUR ANTICIPATED NEEDS FOR WORKING CAPITAL
AND OTHER CASH REQUIREMENTS AT LEAST FOR THE NEXT 9 MONTHS. We may need to raise
additional  funds sooner,  however,  in order to fund more rapid  expansion,  to
develop new or enhance existing services or products,  to respond to competitive
pressures or to acquire  complementary  products,  businesses  or  technologies.
There can be no assurance that  additional  financing will be available on terms
favorable  to us, or at all.  If  adequate  funds are not  available  or are not
available on acceptable terms, our ability to fund our expansion, take advantage
of potential acquisition opportunities,  develop or enhance services or products
or  respond  to  competitive  pressures  would be  significantly  limited.  Such
limitation  could have a material  adverse  effect on our  business,  results of
operations, financial condition and prospects.

         OUR ACTUAL RESULTS COULD DIFFER FROM FORWARD-LOOKING STATEMENTS IN THIS
REPORT. This Annual Report contains forward-looking  statements based on current
expectations,  which involve risks and  uncertainties.  Our actual results could
differ materially from those anticipated in these forward-looking  statements as
a result  of many  factors,  including  the risk  factors  set  forth  above and
elsewhere in this Annual Report.  The cautionary  statements made in this Annual
Report  should be read as being  applicable  to all  forward-looking  statements
wherever they appear in this Annual Report.


ITEM 2. PROPERTIES

            Our Auteo Media  operation is located in a single office building in
Bothell,  Washington.  On April 15, 2000, Auteo Media, Inc. entered into a Lease
Agreement with Teachers Insurance & Annuity  Association of America,  Inc. Terms
of the  Lease are for a period of five  years at a  monthly  rate of $6,508  for
years one and two, increasing approximately 10% thereafter. The premises are for
5,446 square feet of which  approximately  500 is warehouse  space. The space is
required to house development, administrative and marketing personnel.


ITEM 3. LEGAL PROCEEDINGS

         Auteo  Media is not  currently  or has not been  involved  in any legal
proceedings.  We  believe  that  there  are no  claims  or  actions  pending  or
threatened against us.


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

         No matters  were  submitted  to a vote of security  holders  during the
fourth quarter of 2000.


                                       12


<PAGE>


PART II

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

         Our common  stock,  par value $0.001 per share,  has been quoted on the
OTC Bulleting  Market under the symbol "AUTM" since March 1, 2000. Prior to this
time,  there was a public market for our common stock under the previous name of
Flintrock Financial  Services.  The following table sets forth, for the calendar
quarters indicated, the range of high and low closing sales prices of our common
stock as reported on the Nasdaq National Market.

                                                     HIGH     LOW
  First Quarter (from March 26, 2000).               $08.25    $08.00
  Second Quarter                                     $08.25    $04.00
  Third Quarter                                      $05.25    $02.12
  Fourth Quarter                                     $02.28    $01.26

         As  of  March 20, 2001,  there  were  approximately 100 shareholders of
record of our common stock. We have never declared or paid any cash dividends on
our common stock.  We intend to retain all of our future  earnings,  if any, for
use in our business, and therefore we do not expect to pay any cash dividends on
our common stock in the foreseeable future.


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

         You should read the  following  discussion of our results of operations
and financial condition in conjunction with our financial statements and related
notes included  elsewhere in this Annual Report on Form 10-KSB.  This discussion
contains  forward-looking  statements based on current expectations that involve
risks and  uncertainties.  Actual  results and the timing of certain  events may
differ significantly from those projected in such forward-looking statements due
to a number of factors,  including those discussed in the section entitled "Risk
Factors" in Item 1 "Business" in this Annual Report on Form 10-KSB. In this Item
6  "Management's  Discussion and Analysis of Financial  Condition and Results of
Operations."


OVERVIEW

         We  are  regionally  branded  online  automotive  and  automotive  part
commerce and communications company that provides dealerships and consumers with
automotive  solutions  throughout  the cycle of the  vehicle  purchase.  Our key
business is to provide new and pre-owned  vehicle data and digital  pictures for
branded and private  Internet  sites on behalf of the  dealership.  We visit the
dealership  and  collect  rich and timely  data that  better  allows  dealers to
compete for  Internet  shoppers.  Our service  also  provides  point-of-purchase
window labels that assist the sales personnel and the buyer assessing the merits
and value of the dealerships vehicles.

         We also  provide  software  solutions  to  facilitate  the  interaction
between sales  personnel and the auto shopper.  Online  shoppers  require a fast
response  to their  inquiries  while  sales  personnel  and  management  need to
organize and effectively  manage these customer  contacts.  Our  ContactAuto(TM)
Internet  based software  collects  valuable  information  about the shopper and
provides  tools for  sales  personnel  to  communicate  with  them.  The  system
organizes  calendar  events,  tasks,  and  contacts and provides for reports and
marketing functions. Unique to ContactAuto is the ability of the sales personnel
to receive and reply to sales leads and inquiries through certain Internet ready
phones and devices,  without the need for a personal  computer.  We believe this
system greatly improves the online  communications  between sales people and car
shoppers


                                       13


<PAGE>


         Through our Web sites,  www.autoloco.com and the wireless match to this
site, www.pocketauto (see below), consumers can research pricing, specifications
and other information regarding new and pre-owned vehicles, communicate with the
dealership,  finance,  lease,  and insure vehicles owned by the  dealership.  We
believe that our services  provide benefits for consumers by supplying them with
timely  and  complete  information  to make  informed  and  intelligent  vehicle
decisions.

         With  our  WWW.PARTCART  Internet  commerce  site,  consumers,   retail
outlets,  service centers and others can purchase  aftermarket auto accessories.
We believe  there is an  opportunity  in  providing a large  selection of highly
demanded  aftermarket parts at prices typically lower than those at local retail
stores.  Since most of these parts are not time  critical,  we believe  shoppers
will prefer online ordering in order to save money.  Through a relationship with
a major auto part  wholesaler,  we do not need to inventory  product but only to
provide  the  listing of the parts and the  ability to accept  payment by credit
card.

         On February 29, 2000,  the Company  entered into an agreement with TYSA
Corporation (TYSA) whereby the Company purchased 82.5% of the outstanding common
stock of TYSA 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. As a
result of the transaction,  the historical  financial  statements of TYSA became
those of the Company.

         Auteo Media Inc. TYSA subsidiary began its data collection  business in
November of 1997, its online new and pre-owned vehicle locator site in 1998, its
ContactAuto  contact  management  software  and its auto part  commerce  site in
November 2000.

         In the first quarter of 2000, we entered into an Agreement  with Dealer
Specialties,  Inc., a wholly owned subsidiary of Trader Publishing  Corporation,
to begin the California  expansion of our data collection  business unit. In the
second  quarter  of 2000 we  entered  into a  business  relationship  with  AT&T
Wireless  as  a  Data  Solutions  Provider.   This  Agreement  provides  special
considerations  to the  company  in the  marketing  of their  wireless  Internet
devices.

         We are a Nevada  corporation  incorporated on July, 1996. Our principal
corporate offices are located in Bothell,  Washington.  We completed the reverse
merger of TYSA Corporation in February of 2000 and our common stock is listed on
the Over the Counter, OTC Market, under the symbol "AUTM."

         We derive the  majority of our revenues  from fees paid by  subscribing
dealers,  and we expect to be  primarily  dependent  on our dealer  networks for
revenues in the foreseeable  future.  Dealers using our services pay us on a per
vehicle basis as well as ongoing monthly fees based for additional services. Our
average per vehicle charge is approximately  $10.25. For the year ended December
31,  2000  and  1999,   revenues   from  related   products  and  services  were
approximately  $875,000 and  $597,000,  respectively.  We believe our ability to
increase our revenues is directly  related to the number of subscribing  dealers
in our networks and geographic areas and the services,  existing and new, we are
able to market to them. Since inception, our dealer network has expanded in each
quarter and as of December 31, 2000 there were approximately 200 dealers.

         Our revenue growth has been primarily dependent on our ability to:

         - provide   service  to  an  additional   number  of  vehicles  on  the
           dealerships' lot,

         - increase the number of dealers, in existing and expansion areas,

         - add additional fee based services,

         - increase the average per vehicle fees paid by each dealer.

         We  believe  our  revenue  growth  in the  foreseeable  future  will be
dependent on the above factors as well as our ability to generate  revenues from
ContactAuto, Partcart and related products and services.


                                       14


<PAGE>


         Sales and marketing costs consist primarily of:

         - Newsprint and radio advertising expenses,

         - promotion and  advertising  expenses to build our brand awareness and
           encourage potential customers to visit our Web sites, and

         - personnel and other costs associated with sales, marketing,  training
           and support of our dealer network.


RESULTS OF OPERATIONS

         REVENUES.  Our revenues  increased by $286,529,  or 47%, to $897,078 in
2000  compared to $610,549 in 1999.  The growth in revenues was primarily due to
the market penetration in Washington and in California of our Dealer Specialties
business unit.

         GROSS PROFIT.  Gross profit increased to $818,207 in 2000 from $544,271
in 1999.  This  represents  an increase of  $273,936  or 50%.  This  increase is
attributed to the increase in sales and cost cutting measures by the Company.

         SELLING,    GENERAL   AND   ADMINISTRATIVE.    Selling,   general   and
administrative  expenses  increased to $1,281,063 in 2000 from $335,207 in 1999.
This represents an increase of $945,856 or 282%. This increase can be attributed
to increased costs associated with the acquisition of TYSA, entering into an new
lease  agreement for corporate  office space,  increased  accounting,  legal and
other consulting fees, additional labor costs to handle the increased demand for
the Company's products and services in existing and new areas and cash and stock
incentives  paid  to  further  and  complete  research  and  development  of the
Company's new business units.

         DEPRECIATION AND AMORTIZATION.  Depreciation and amortization  expenses
increased to $73,910 in 2000 from $42,355 in 1999.  This  represents an increase
of $31,555 or 75%.  This increase can be attributed to the addition of equipment
to support the Company's growth.

         NET  EARNINGS.  Net earnings  decreased  from $157,842 in 1999 to a net
loss of $533,421 in 2000.  The decrease in earnings is the result of the Company
investing in its expansion into the California market,  software development and
improvements to existing services.

         RESEARCH AND  DEVELOPMENT.  Research and development  costs incurred by
the  Company  totaled  approximately  $127,000  in 2000 and $5,400 in 1999.  The
Company completed work on its new web site WWW.AUTOLOCO.COM,  www.pocketauto.com
and began beta site  testing  on its  ContactAuto  software.  It  completed  its
development  of placing  automotive  content  and  customer  emails onto the new
Internet  ready,  cellular phone  platform.  The Company also completed its work
toward  expansion of its regional  website  presence  into  automotive  websites
offering new and used car buying services on a national basis.


STOCK-BASED COMPENSATION

         The  Company  implemented  an  employee  stock  option plan in 2000 and
granted stock options to purchase  276,000 shares of common stock under the 2000
Stock Incentive Plan. The stock options were granted at the fair market value on
the date of grant and have a weighted  average  exercise  price of $2.43.  These
options vest over a four-year period as defined under the plan.

LIQUIDITY AND CAPITAL RESOURCES

         Net cash used in operating activities was $257,634 in 2000 and net cash
provided  by  operating  activities  was  $204,300  in 1999.  Net  cash  used in
operating  activities in 2000 resulted primarily from the net loss for the year,
increased  accounts  receivable and  inventories,  partially offset by increased
related party  payables and common stock issued for services.  Net cash provided
by  operating  activities  in 1999  resulted  primarily  from net  earnings  and
increased payables.

         Net cash provided by financing  activities was $395,445 in 2000 and net
cash used in financing  activities was $183,858 in 1999. In 2000,  subsequent to
the merger with TYSA, the Company raised  $329,980  through a private  placement
offering of its common stock. The offering is still in process  however,  due to
market conditions,


                                       15


<PAGE>


the  Company  is  marketing  restricted  shares  at a  discount  to market as an
alternative; therefore, the Company has not issued the shares as of December 31,
2000. In 1999, the Company paid shareholder distributions of $172,600, which are
now being paid in the form of salaries to the officers of the Company.

         In January and February 2001, we raised an additional $400,000 from the
sale of 759,209 shares of the Company's  common stock.  As of March 20, 2001, we
had approximately  $400 thousand in cash and cash  equivalents.  We believe our
current cash and cash  equivalents are sufficient to meet our  anticipated  cash
needs for working capital and capital  expenditures for at least the next twelve
months.

         With respect to years beyond  fiscal 2001,  we may be required to raise
additional  capital to meet our long term operating  requirements.  Although our
revenues have grown  consistently  since inception,  our expenses have continued
to,  and in the  foreseeable  future  are  expected  to,  exceed  our  revenues.
Accordingly,  we do not expect to be able to fund our operations from internally
generated funds for the foreseeable future.

         Our cash requirements depend on several factors, including:

         - the level of expenditures on marketing and product development,

         - personnel expense and capital required for expansion,

         - the cash portion of acquisition transactions.

         We cannot  predict the timing and amount of our cash  requirements.  If
capital  requirements  vary  materially  from those  currently  planned,  we may
require additional financing sooner than anticipated. We have no commitments for
any  additional  financing,  and  there  can  be  no  assurance  that  any  such
commitments can be obtained on favorable terms, if at all.

         Any additional  equity  financing may be dilutive to our  stockholders,
and debt financing, if available, may involve restrictive covenants with respect
to dividends,  raising capital and other financial and operational  matters that
could restrict our operations or finances. If we are unable to obtain additional
financing as needed, we may be required to reduce the scope of our operations or
our  anticipated  expansion,  which could have a material  adverse effect on our
business, results of operations and financial condition.


ITEM 7.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not applicable.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Our Balance  Sheets as of December 31, 2000 and 1999 and our Statements
of  Operations,  Stockholders'  Equity and Cash Flows for the years then  ended,
together with the report of Grant Thornton LLC, independent  auditors,  begin on
page F-1 of this  Annual  Report on Form 10-KSB and are  incorporated  herein by
reference.


ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

            On May 8, 2000, Auteo Media,  Inc.  dismissed its previous  auditor,
Barry Freedman PC due to increased revenue growth and expanded operations of the
Company.  The Company had no disagreements with Mr. Freedmand regarding any
accounting or auditing matters.  The Company  elected to utilize a National
accounting firm to perform its audit.  On May 8, 2000,  the Company  engaged
Grant  Thornton  LLP to be is independent certified public accountants.


                                       16


<PAGE>



PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

NAME                      AGE    PRINCIPAL OCCUPATION             DIRECTOR SINCE

Steve Van Leeuwen         41     Director, CEO and President            2000
Kathleen Van Leeuwen      47     Director, Secretary and Treasurer      2000

ITEM 11. EXECUTIVE COMPENSATION

            The following table shows all cash  compensation  paid or to be paid
by the Company as well as other  compensation  paid or accrued during the fiscal
years  indicated  to the chief  executive  officer (the "Named  Executive").  No
executive  officers  of the Company as of the end of the  Company's  last fiscal
year had received salary and bonus for such period, which exceeded $100,000.

<TABLE>
<CAPTION>

Summary Compensation Table-Annual Compensation

                                                                               Securities
       Name and                                 Other Annual     Restricted    Underlying     All Other
       Position      Year    Salary    Bonus    Compensation     Stock Award    Options     Compensation
       --------      ----    ------    -----    ------------     -----------    -------     ------------

<S>                  <C>    <C>         <C>        <C>              <C>           <C>           <C>
Steve Van Leeuwen,
Director and CEO    2000   $120,000     $0          $0              $0          7500           $0
President
</TABLE>


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

<TABLE>
<CAPTION>

         Amount and Nature of Percent of Class

                                   Positions and                    Beneficial Common Based          Beneficial
Name and Address                   Offices Held                     On  Stock Ownership(1)           Ownership(1)
----------------                  ---------------                 -----------------------            ------------

<S>                               <C>                              <C>                               <C>
Steve Van Leeuwen                 Director, CEO and                 1,050,000(2)                     19.8%
16700- 198thAve., N.E.            President
Woodinville, WA 98072

Kathleen Van Leeuwen              Director, Treasurer               1,050,000(3)                     19.8%
16700- 198thAve., N.E.            and Secretary
Woodinville, WA 98072

All Directors and
Officers as a group
(two  persons)                                                      2,100,000                        39.6%

</TABLE>



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

ABSTRACT MERGER

On April 21, 2000, the Company entered into a revised Letter of Intent (original
agreement dated April 3, 2000) with Abstract Enterprises Corp. (AEC) whereby AEC
would  merge  with  the  Company  based  on a  share  exchange  between  the AEC
Shareholders  and the Company.  The agreement calls for the AEC  Shareholders to
exchange four common  shares of AEC for every one share of Auteo Media's  common
shares.  A condition of the agreement  calls for the  completion of financing by
the Company of not less than $3 million on or before  September  30, 2000 and is
subject to due diligence.  As of October 1, 2000 the financing and due diligence
conditions of this transaction were not completed. On December 29, 2000 a formal
letter to President of Abstract was mailed  terminating the arrangement in whole
and in  part.  Currently,  there  is no plan  to  continue  a  merger  or  other
relationship with Abstract Enterprises Corp.


                                       17


<PAGE>


PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) The following documents are filed as a part of this Annual Report:

     (1) Financial Statements:


                                                                            PAGE
Index                                                                       F-1
Report of Independent Certified Public Accountants                          F-2
Balance Sheets                                                              F-3
Statements of Operations                                                    F-4
Statement of Stockholders' Equity                                           F-5
Statements of Cash Flows                                                    F-6
Notes to Financial Statements                                               F-7

     (2) Financial Statement Schedules:

          All  schedules  have been omitted  since the required  information  is
presented  in  the  financial  statements  and  the  related  notes  or  is  not
applicable.

     (3) Exhibits:

          The  exhibits  filed as part of this  Annual  Report are listed in the
Index to Exhibits immediately  preceding such exhibits,  which Index to Exhibits
is incorporated herein by reference.

(b) Reports on Form 8-K:

     No  reports on Form 8-K were  filed  during the last  quarter of the period
covered by this Annual Report.


                                       18


<PAGE>



                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the  undersigned,  thereunto duly  authorized,  on the 22nd day of
March 2001.

AUTEO MEDIA, INC.

By:      /s/ STEVE VAN LEEUWEN
----------------------------------
STEVE VAN LEEUWEN
Director, Chief Executive Officer,
President



                                       19


<PAGE>


                                AUTEO MEDIA INC.

                          INDEX TO FINANCIAL STATEMENTS

                                                                       PAGE

Report of Independent Certified Public Accountants                     F-2
Balance Sheets                                                         F-3
Statements of Operations                                               F-4
Statement of Stockholders' Equity                                      F-5
Statements of Cash Flows                                               F-6
Notes to Financial Statements                                          F-7


                                      F-1

<PAGE>






               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS









Board of Directors and Stockholders
Auteo Media, Inc.

We have  audited the  accompanying  balance  sheets of Auteo  Media,  Inc. as of
December  31,  2000  and  1999,  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.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of Auteo  Media,  Inc. as of
December 31, 2000 and 1999, and the results of its operations and its cash flows
for the years then ended,  in conformity with  accounting  principles  generally
accepted in the United States of America.



Seattle, Washington
January 26, 2001 (except note B and K, for which the
  date is February 20, 2001)


                                      F-2


<PAGE>

<TABLE>
<CAPTION>

                                Auteo Media, Inc.

                                 BALANCE SHEETS

                                  December 31,

      ASSETS

                                                                                              2000             1999
                                                                                          ------------     ------------
 CURRENT ASSETS
<S>                                                                                          <C>               <C>
     Cash                                                                                    $ 39,687          $11,008
     Accounts receivable                                                                       75,050           48,596
     Inventories                                                                               27,000            9,000
     Prepaid expenses and other                                                                   450                -
                                                                                          ------------     ------------

        Total current assets                                                                  142,187           68,604

PROPERTY AND EQUIPMENT - net                                                                  117,863           58,072

OTHER ASSETS
     Intangible assets - net                                                                   19,927           43,836
     Other assets                                                                               9,005              500
                                                                                          ------------     ------------

                                                                                            $ 288,982         $171,012
                                                                                          ============     ============

              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                                                        $ 32,778          $27,847
     Accrued liabilities                                                                       23,947           12,430
     Related party payables, current portion                                                  137,863           11,830
                                                                                          ------------     ------------

        Total current liabilities                                                             194,588           52,107

RELATED PARTY PAYABLES, less current portion                                                        -           72,304

COMMITMENTS                                                                                         -                -

STOCKHOLDERS' EQUITY
     Common stock - authorized 25,000,000 shares, par value $0.001                              5,417            5,350
     Additional contributed (distributed) capital                                            (542,582)          41,251
     Stock subscriptions, 194,163 shares to be issued at December 31, 2000                   1,164,980               -
     Accumulated deficit                                                                     (533,421)               -
                                                                                          ------------     ------------
                                                                                               94,394           46,601
                                                                                          ------------     ------------

                                                                                            $ 288,982         $171,012
                                                                                          ============     ============

</TABLE>


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


                                      F-3


<PAGE>

<TABLE>
<CAPTION>

                                Auteo Media, Inc.

                            STATEMENTS OF OPERATIONS

                            Years ended December 31,



                                                                                           2000             1999
                                                                                        ------------     ------------

<S>                                                                                       <C>               <C>
Revenues                                                                                  $ 897,078         $610,549
Direct costs                                                                                 78,871           66,278
                                                                                        ------------     ------------

     Gross profit                                                                           818,207          544,271

Operating expenses
     Selling, general and administrative                                                  1,281,063          335,207
     Depreciation and amortization                                                           73,910           42,355
                                                                                        ------------     ------------
                                                                                          1,354,973          377,562
                                                                                        ------------     ------------

Operating income (loss)                                                                    (536,766)         166,709

Other (expense) income
     Interest expense                                                                          (965)          (6,867)
     Other                                                                                    4,310           (2,000)
                                                                                        ------------     ------------

     NET EARNINGS (LOSS)                                                                  $(533,421)        $157,842
                                                                                        ============     ============
Net earnings (loss) per share                                                             $  (0.099)        $  0.030
                                                                                        ============     ============
Net earnings (loss) per share assuming dilution                                           $  (0.099)        $  0.030
                                                                                        ============     ============

</TABLE>


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


                                      F-4


<PAGE>

<TABLE>
<CAPTION>

                                Auteo Media, Inc.

                        STATEMENT OF STOCKHOLDERS' EQUITY

                     Years ended December 31, 2000 and 1999



                                                                                        Additional                 Retained
                                                                  Common stock       contributed                 earnings
                                                                ------------------  (distributed)  Stock       (accumulated
                                                                Shares      Amount    capital     subscriptions   deficit)    Total
                                                                -------    -------  -----------   ------------- -----------  -------
<S>                                                              <C>        <C>       <C>        <C>           <C>          <C>

Balance at January 1, 1999                                   5,350,000    $5,350    $  45,628   $        -    $  10,381   $  61,359

Shareholder's distributions                                          -         -       (4,377)           -     (168,223)   (172,600)

Net earnings for the year                                            -         -            -            -      157,842     157,842
                                                             ---------    ------    ---------   ----------    ---------   ---------
Balance at December 31, 1999                                 5,350,000    $5,350       41,251            -            -      46,601

Recapitalization of Company resulting from reverse merger
  transaction with Auteo Media, Inc. and common stock to be
  issued                                                             -         -     (735,401)     835,000            -      99,599

Issuance of common stock for services in September, November
  and December 2000 at prices ranging from $1.75 to $2.625      67,000        67      151,568            -            -     151,635

Sale of common stock under subscription agreements                   -         -            -      329,980            -     329,980

Net loss for the year                                                -         -            -            -     (533,421)   (533,421)
                                                             ---------    ------    ---------   ----------    ---------   ---------
Balance at December 31, 2000                                 5,417,000    $5,417    $(542,582)  $1,164,980    $(533,421)  $  94,394
                                                             =========    ======    =========   ==========    =========   =========

</TABLE>



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


                                      F-5


<PAGE>


<TABLE>
<CAPTION>

                               Auteo Media, Inc.

                            STATEMENTS OF CASH FLOWS

                                  December 31,



                                                                                         2000            1999
                                                                                     -----------      ----------
<S>                                                                                   <C>              <C>
 Increase (Decrease) in Cash
 Cash flows from operating activities
      Net earnings (loss)                                                              $(533,421)      $ 157,842
      Adjustments to reconcile net earnings (loss) to
           net cash provided by (used in) operating activities
             Depreciation and amortization                                                73,910          42,355
             Issuance of common stock for services                                       151,635               -
             (Gain) Loss on disposal of equipment                                           (660)          2,002
             Changes in assets and liabilities
                Accounts receivable                                                      (26,454)        (15,367)
                Inventories                                                              (18,000)         (2,000)
                Prepaid expenses and other assets                                         (8,955)              -
                Accounts payable                                                           4,931          23,707
                Related party payables                                                    87,863               -
                Accrued liabilities                                                       11,517          (4,239)
                                                                                     ------------     ----------

                Net cash provided by (used in) operating activities                     (257,634)        204,300
                                                                                     ------------     ----------

 Cash flows from investing activities
      Purchase of equipment                                                             (113,149)        (42,706)
      Proceeds from sale of equipment                                                      4,017           4,918
      Purchase of intangible assets                                                            -          (2,500)
                                                                                     ------------     ----------

                Net cash used in investing activities                                   (109,132)        (40,288)
                                                                                     ------------     ----------
 Cash flows from financing activities
      Payments on shareholder note payable                                                (2,056)        (11,258)
      Proceeds from issuance of shareholder note payable                                  67,521               -
      Proceeds from sale of common stock subscriptions                                   329,980               -
      Shareholder's distributions                                                              -        (172,600)
                                                                                     ------------     ----------

                Net cash provided by (used in) financing activities                      395,445        (183,858)
                                                                                     ------------     ----------

 Net increase (decrease) in cash                                                          28,679         (19,846)

 Cash at beginning of period                                                              11,008          30,854
                                                                                     ------------     ----------

 Cash at end of period                                                                 $  39,687       $  11,008
                                                                                     ============     ==========
 Supplemental disclosure of cash flow information
      Cash paid for interest                                                           $     965       $   7,200
                                                                                     ============     ==========
 Non-cash investing and financing activities
      Net assets acquired in conjunction with merger transaction                       $  99,599       $       -
      and contribution of related party payable                                      ============     ==========

</TABLE>




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


                                      F-6


<PAGE>


                                Auteo Media, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 2000 and 1999



NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Auteo  Media,  Inc. (the  Company),  a Nevada  Corporation,   is an  online  and
point-of-purchase  automotive  communications and commerce company that connects
buyers and sellers of autos,  vans and trucks and aftermarket  accessories.  The
Company operates under the trade name "Dealer  Specialties" and prepares sticker
labels for auto dealers  throughout  Washington  and  California for purposes of
advertising  car  features to  potential  customers.  Additionally,  the Company
operates  websites  and web  postings  for various car dealers  whereby cars are
offered for sale over the Internet.

A summary of the significant  accounting  policies  consistently  applied in the
preparation of the accompanying financial statements follows.

1.       PRESENTATION
         ------------

Prior to  February  29,  2000,  the  Company  was known as  Flintrock  Financial
Services,  Inc. 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 and management 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  the  historical
financial statements of Auteo Media, Inc. become those of TYSA. Accordingly, the
financial  statements include the accounts of TYSA as of and for the years ended
December 31, 2000 and 1999.

In  conjunction  with the merger and  recapitalization  of Auteo  Media,  TYSA's
shares of issued and outstanding  common stock was  retroactively  restated into
shares of Auteo  Media's  common  stock as  described in note A8. The net assets
acquired in the merger and recapitalization transaction with Auteo Media totaled
$99,599.

2.       ACCOUNTS RECEIVABLE
         -------------------

The Company considers accounts receivable to be fully collectible;  accordingly,
no allowance for doubtful accounts is provided. If amounts become uncollectible,
they will be charged to operations when that determination is made.

3.       INVENTORIES
         -----------

Inventories are stated at the lower of cost or market.  Cost is determined using
the first in, first out method. The Company's  inventories  consist primarily of
sticker labels.

4.       REVENUE RECOGNITION
         -------------------

Revenue  is  derived  primarily  from the sale of  sticker  labels.  Revenue  is
recognized when the labels are delivered to the customer.


                                      F-7


<PAGE>



                                Auteo Media, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 2000 and 1999



NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

5.       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, principally on a straight-line basis. Estimated service
lives of property and  equipment are as follows:

          Computer  equipment      3 years
          Office equipment         5 years
          Automobiles              3 years

6.       ADVERTISING
         -----------

Advertising   costs  are  expensed  as  incurred.   Advertising   expenses  were
approximately  $28,700 and $22,020  for the years  ended  December  31, 2000 and
1999, respectively.

7.       RESEARCH AND DEVELOPMENT
         ------------------------

All  expenditures  for research and development  costs are expensed as incurred.
Research and development expenses were approximately $127,000 and $5,400 for the
years ended December 31, 2000 and 1999, respectively.

8.       EARNINGS (LOSS) PER SHARE
         -------------------------

Earnings  (Loss) per share are based on the  weighted  average  number of shares
outstanding   during  each  period  and  income   (loss)   available  to  common
stockholders.  The weighted  average number of shares  outstanding was 5,364,863
and 5,350,000 for the years ended December 31, 2000 and 1999,  respectively.  As
of  December  31,  2000 and 1999,  there were no  dilutive  shares  outstanding.
Additionally,  the computation for loss per share assuming dilution for the year
ended December 31, 2000 was anti-dilutive; and therefore, is not included.

Prior to the merger  described  in note A1,  Auteo Media had  10,500,000  shares
outstanding. In conjunction with the merger and recapitalization of the Company,
the  founding  shareholders  of the  Company  rescinded  shares of common  stock
totaling  7,250,000 and issued  2,100,000  common shares to the  shareholders of
TYSA.   The  resulting   common  shares   outstanding  of  5,350,000  have  been
retroactively  restated in conjunction with the recapitalization of the Company,
as if the transaction had occurred at the beginning of 1999.

9.       USE OF ESTIMATES
         ----------------

In preparing the Company's financial statements,  management is required to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities,  the 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.

10.      SHAREHOLDER DISTRIBUTIONS
         -------------------------

For periods prior to the merger transaction  described in note A1, distributions
to the Company's  shareholder were considered a reduction from retained earnings
to the extent that the Company had retained earnings. Distributions in excess of
retained  earnings are accounted  for as a reduction in  additional  contributed
capital.


                                      F-8


<PAGE>




                                Auteo Media, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 2000 and 1999



NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

11.      RECLASSIFICATIONS
         -----------------

Certain  reclassifications  have been made to the 1999  financial  statements to
conform to the 2000 presentation.


NOTE B - MANAGEMENT PLANS

As of and for the year ended  December 31,  2000,  the Company had a net loss of
$533,421 and negative  working  capital of $52,401.  For the year ended December
31,  2000,  the  Company  used  cash from  operating  activities  and  investing
activities totaling $257,634 and $109,132,  respectively.  The Company continues
to incur  expenses to develop and test its website and  ContactAuto  software as
well as expand its sticker label business to auto dealers into new markets.  The
Company will need to raise  additional  capital to fund its  operations  and may
seek such additional  funding  through equity or debt financing.  In January and
February 2001, as described in note K, the Company raised an additional $400,000
through the sale of common stock. The Company's  continued  existence as a going
concern is ultimately  dependent upon its ability to secure adequate funding and
generate  cash  flow  from  operations.  There  can be no  assurance  that  such
additional  funding  will be  available or that the  Company's  operations  will
generate positive cash flow.


NOTE C - PROPERTY AND EQUIPMENT

Property and equipment consist of the following at December 31:


<TABLE>
<CAPTION>

                                                                 2000                1999
                                                             --------------      -----------
<S>                                                          <C>                 <C>
    Computer equipment                                       $    87,196         $    35,928
    Office equipment                                              32,609              10,561
    Automobiles                                                   59,980              35,907
    Other property                                                 7,250                  -
                                                             --------------      -----------
                                                                 187,035              82,396

    Less accumulated depreciation                                 69,172              24,324
                                                             --------------      -----------

                                                             $   117,863         $    58,072
                                                             ==============      ===========
</TABLE>


                                      F-9


<PAGE>


                                Auteo Media, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 2000 and 1999



NOTE D - INTANGIBLE ASSETS

Intangible assets consist of the following at December 31:

<TABLE>
<CAPTION>

                                                                 2000                1999
                                                             --------------      -----------

<S>                                                          <C>                 <C>
    Covenant not to compete                                  $    49,000         $    49,000
    Goodwill                                                      49,000              49,000
    Franchise rights                                               2,500               2,500
    Other                                                            863                 863
                                                             --------------      -----------
                                                                 101,363             101,363

    Less accumulated amortization                                 81,436              57,527
                                                             --------------      -----------

                                                             $    19,927         $    43,836
                                                             ==============      ===========

</TABLE>


Goodwill  represents  the  excess  cost of  acquiring  the  assets  of NW Dealer
Specialties  over  the  fair  value  of  net  assets  acquired  on the  date  of
acquisition  (November,  1997), which is amortized using a straight-line  method
over five years.  The covenant not to compete was also  acquired in  conjunction
with  the  purchase  of NW  Dealer  Specialties,  which  is  amortized  using  a
straight-line  method  over the three year term of the  agreement.  The  Company
periodically reviews intangible assets to assess  recoverability.  Impairment is
recognized in operating  results if expected future operating  undiscounted cash
flows of the acquired assets is less than the carrying value of the assets.


NOTE E - RELATED PARTY PAYABLES

The  Company  entered  into  two  unsecured  note  payable  agreements  with its
President and Chief Executive  Officer totaling $50,000 as of December 31, 2000.
The notes are payable in two  installments  of $25,000 in April and October 2001
and accrue interest at 14% per annum.

At December 31, 1999, the Company had an unsecured note payable to a stockholder
totaling  $84,134.  The  note  was  forgiven  in  conjunction  with  the  merger
transaction described in note A1.

The Company has deferred  salaries and bonuses due to officers  totaling $87,863
at December 31, 2000.


                                      F-10


<PAGE>


                                Auteo Media, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 2000 and 1999



NOTE F - COMMITMENTS

The Company  conducts a portion of its operations in leased  facilities and with
equipment  classified as operating leases.  The following is a schedule by years
of  approximate  minimum  rental  payments  under such  facility  and  equipment
operating leases, which expire at various dates through 2005.

        Year ending December 31,
----------------------------------------

                  2001                      $  106,100
                  2002                         107,500
                  2003                         105,400
                  2004                         111,100
                  2005                          28,300
                                           -----------

     Total minimum payments required       $   458,400
                                           ===========

The leases provide for payment of taxes and other expenses by the Company.  Rent
expense for leased  facilities and equipment totaled  approximately  $77,000 and
$7,800 for the years ended December 31, 2000 and 1999, respectively.


NOTE G - STOCK SUBSCRIPTIONS

At  December  31,  2000,  the Company  has raised  $1,164,980  through a private
placement offering of its common stock. This involved the sale of 194,163 shares
of  Restricted  Stock at a price of $6.00  per  share and  194,163  warrants  to
purchase one share of common stock for $8.00 per share for a period of one year.
Of this  amount,  $835,000  was used to finance  the  purchase of shares of TYSA
Corporation,  with the  remaining  $329,980  used to fund the  operations of the
Company.


NOTE H - RETIREMENT PLAN

The  Company  has a  Simple  IRA  plan  covering  all  employees  who  meet  the
qualifications.  The  Company  matches  100%  of the  first  3% of an  employees
deferred compensation.  Contributions by the Company totaled $3,592 and $497 for
the years ended December 31, 2000 and 1999, respectively.


NOTE I - STOCK OPTIONS

In 2000, the Company authorized the 2000 Stock Option Plan (the Plan). Under the
terms of the Plan, awards may be granted to officers,  directors,  and employees
of the Company and consultants, agents, advisors and independent contractors who
provide  services to the Company.  A maximum of 1,000,000 shares of common stock
are available for issuance  under the Plan.  The options are granted at exercise
prices not less than 100% of the fair market value of the Company's common stock
on the date of the  grant.  The  options  vest 25%  after  one year of  fulltime
employment  and monthly  thereafter,  vesting in full after four years.  Options
expire ten years from date of grant.


                                       F-11


<PAGE>


                                Auteo Media, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 2000 and 1999



NOTE I - STOCK OPTIONS - Continued

The Company has adopted the disclosure only  provisions of Financial  Accounting
Standard No. 123,  "Accounting  for  Stock-Based  Compensation"  (SFAS 123). The
Company applies APB Opinion No. 25,  "Accounting for Stock Issued to Employees,"
and related  Interpretations  in accounting for its plans and generally does not
recognize compensation expense for its stock-based  compensation plans. The fair
value of  option  grants  for  SFAS 123 is  estimated  using  the  Black-Scholes
option-pricing  model with the following  weighted-average  assumptions  for the
year ended  December 31, 2000; 75%  volatility,  5% risk free interest rate, ten
year life and zero  percent  dividend  yield.  If the  Company  had  elected  to
recognize  compensation  expense based upon the fair value at the grant date for
awards under these plans consistent with the methodology prescribed by SFAS 123,
the  Company's  net loss and loss per share  would not have  changed by material
amounts.

A summary of the Company's  stock option  plan's  activity is as follows for the
year ended December 31, 2000:



                                                                   Weighted
                                                                    average
                                               Shares            exercise price
                                         ----------------      -----------------

    Outstanding at beginning of year                -          $           -
    Granted                                   276,000                     2.43
    Forfeited                                  (5,000)                    2.36
                                         ----------------      -----------------

    Outstanding at end of year                271,000          $          2.43
                                         ================      =================

    Options exercisable at end of year              -          $           -
                                         ================      =================

    Weighted-average fair value of
      options granted during the year                          $          1.99
                                                               =================


The following is a summary of stock options outstanding at December 31, 2000:


                                 Options Outstanding
                 --------------------------------------------------------
                                     Weighted-Average       Number of
    Exercise         Number              Remaining           Options
     Price         Outstanding       Contractual Life      Exercisable
--------------   ---------------  ---------------------  ----------------

     $2.44             263,500          9.72 years                 -
     $2.25               5,000          9.75 years                 -
     $1.875              2,500          9.84 years                 -







                                      F-12


<PAGE>


                                Auteo Media, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 2000 and 1999



NOTE J - 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.

For the period  January 1, 2000  through  February  29,  2000,  TYSA had made an
election under  Subchapter S of the Internal  Revenue Code.  Under this section,
income  taxes  on net  earnings  were  payable  personally  by the  stockholder;
therefore,  operations  during  those  periods are not  accounted  for under the
liability  method.  As of December 31, 1999,  had such taxes been payable by the
Company, they would have approximated $61,500.

The income tax provision reconciled to the tax computed at the statutory federal
rate for the year ended December 31, 2000 is approximately as follows:


    Tax benefit at statutory rate                   $    (181,300)
    Permanent differences                                   1,100
    S-Corporation period income                             6,100
    Increase in valuation allowance                       174,100
                                                    -----------------

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

The  components  of deferred tax assets and  liabilities  are  approximately  as
follows at December 31, 2000:

    Deferred tax assets (liabilities)
       Net operating loss carry forwards                        $     123,300
       Stock options issued to consultants for services                51,500
       Depreciation and amortization                                     (700)
       Less valuation allowance                                      (174,100)
                                                                ----------------

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

The Company has established a valuation allowance of $174,100 as of December 31,
2000  due to the  uncertainty  of  future  utilization  of  net  operating  loss
carryforwards  and  realization  of other  deferred tax assets.  At December 31,
2000, the Company had an operating loss  carryforward of approximately  $363,000
available to offset future taxable income, which expires in 2020. Utilization of
these  carryforwards are dependent on future taxable income and could further be
limited due to a change of control in the Company's  ownership as defined by the
Internal Revenue Code 382.


NOTE K - SUBSEQUENT EVENTS

In January and  February  2001,  the Company  raised  $400,000  from the sale of
759,209 restricted shares of the Company's common stock.



                                      F-13




<PAGE>


EXHIBIT INDEX


EXHBIT 10.   EMPLOYMENT AGREEMENT WITH STEVE VAN LEEUWEN