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, 2001

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

          FOR THE TRANSITION PERIOD FROM ____________ TO ____________ .

                         COMMISSION FILE NUMBER 0-27229

                                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 $0.14  for our  common  stock on the OTC
Bulletin  Board  System on February  13,  2002,  the  aggregate  market value of
outstanding  shares of common  stock held by  non-affiliates  was  approximately
$917,752.   As of  March 5, 2002,  6,555,372  shares  of  our  common stock were
outstanding.






<PAGE>



                                AUTEO MEDIA, INC.

                          ANNUAL REPORT ON FORM 10-KSB
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001


                                      Index

                                                                       PAGE
                                     PART I                           NUMBER

Item 1.    Business                                                       3
Item 2.    Properties                                                    12
Item 3.    Legal Proceedings                                             12
Item 4.    Submission of Matters to a Vote of Security Holders           13

                                     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                           14
Item 7.    Quantitative and Qualitative Disclosures About
           Market Risk                                                   17
Item 8.    Financial Statements and Supplementary Data                   17
Item 9.    Changes in and Disagreements With Accountants
           on Accounting and Financial Disclosure                        17

                                    PART III

Item 10.   Directors and Executive Officers of the Company               18
Item 11.   Executive Compensation                                        18
Item 12.   Security Ownership of Certain Beneficial Owners
           and Management                                                19
Item 13.   Certain Relationships and Related Transactions                19

                                     PART IV

Item 14.   Exhibits, Financial Statement Schedules, and
           Reports on Form 8-K                                           20
           Signatures                                                    21



                                        2


<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 an automotive  software and  communications  company  offering online and
point-of-purchase marketing,  commerce and customer relationship systems to auto
dealerships.  We capture  revenue  from  dealerships  at multiple  stages in the
process of marketing new and used vehicles to their buyers.  Our  California and
Northwest  Dealer  Specialties  business  collects  automotive  data and digital
pictures and prints customized  window labels on behalf of car dealerships.  The
data is sent to multiple automotive internet sites including the dealerships' in
some cases.  The Company  provides data and technology  services for some of the
largest  dealership  groups in the country such as AutoNation,  Lithia and Sonic
Motors, in addition to the Western Washington Toyota Dealers Association.  Auteo
Media,  through its Dealer  Specialties  affiliation,  provides  data and window
label services for General  Motors,  Toyota,  Chrysler,  Saturn,  Volkswagen and
Lexus  certified  programs.  The Company  promotes and creates verbal and e-mail
based  communications  between  consumers and sellers of autos.  Dealerships can
track and manage these communications with our customer relationship  management
system  ContactAuto(tm).  This  software is  Internet  based and can be accessed
through certain wireless,  Internet ready devices.  Two of Washington's  largest
Ford  Dealerships  are using this  system.  Auteo  Media,  Inc provides web site
management and hosting  services through our  Go2Dealer(tm)  software system and
Dealerhost data center.  The Company  provides  inventory  management and search
system  development  for  its  regional  Internet  portals  of  www.nwautos.com.
Additionally,  the Company offers "plug-in" software tools for dealer's existing
web sites such as  Mypartlink(tm)  to perform  commerce  transactions  for their
in-stock auto accessories.

We derive the majority of our revenues from  dealerships  paying us for our data
collection and window label services.  This revenue is collected at the time the
service  is  provided  and is not  dependant  upon the sale of the  vehicle.  We
believe our ability to increase our  revenues is directly  related to the number
of subscribing dealers in our geographic areas and the number of new product and
services we make available and effectively market to them.

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 in November 2000. On March 15, 2001,  the Company  acquired
substantially all of the assets of NW Carnet, Inc. d.b.a.  NWCarnet,  consisting
primarily  of  computer   equipment   and   software.   NWCarnet   provided  two
technologies,  auto  dealer  web site  development  and   auto  part   commerce,
fitting  strategically  with our existing product  offering.  Additionally,  the
Company  acquired  approximately  25  customers  of  NWCarnet.  Auteo Media will
continue to pursue  companies for acquisition  that fit our product and services
portfolio.

In the  third  quarter  of  2001,  we  entered  into an  Agreement  with  Dealer
Specialties,  Inc., a wholly owned subsidiary of Trader Publishing  Corporation,
to further the California  expansion of our data  collection  business unit into
the Los Angeles area automotive market.

We are a Nevada corporation  incorporated in 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."

                                       3
<PAGE>


BACKGROUND

The Automotive Vehicle Market.  Automotive dealers operate in localized markets.
With  approximately  22,000  franchised  dealers in  aggregate  and an estimated
56,000 independant  dealers,  CNW Marketing Research estimated in the year 2000,
over sixty-nine  million new and used vehicles were sold  representing over $740
billion  dollars  at the retail  level.  Various  sources,  in  particular  NADA
(National  Automotive  Dealer  Association)  make  these  statements  as to  the
changing environment of automotive dealerships;

         -  Net profit per pre-owned vehicle is higher than with new,

         -  increase  in the  number of dealer  groups  representing  15% of the
            total,

         -  increasing advertising and marketing costs that exceed $6 billion in
            expenditures or over $350 dollars per vehicle,

         -  consolidation continues with 22,150 in 2001 from 22,800 in in 1995.

The Automotive Internet Market.  The growth in the use of the Internet has had a
profound impact in automotive sales  commerce.  Web commerce  sites are enabling
auto  dealerships  to target  and  attract a broader  customer  base,  establish
ongoing direct  customer  relations and secure sales.  The Internet is a new and
growing  marketing  medium  whereby  car  shoppers  can access a vast  amount of
information  such as the  price,  quality,  specification  and  availability  of
vehicles.  Forrester  Research  states that  research on autos is second only to
airline   tickets  in  how  consumers   use  the  Internet.   Online  and  email
communications  can be  less;  stressful,  time  consuming  and  expensive  than
telephone or one-on-one  communications.  According to JD Power and  Associates,
sixty-two  percent of all new car buyers in the US go online to  research  their
purchase,  up from 54 percent last year. According to Cyber Dialogue, 53 percent
of US adult  Internet users went online to look for  information  while buying a
car in 2000,  up from 41  percent  in 1999.  Auteo  Media  believes  that  email
communications is quickly replacing phone calls for requests of information from
the dealer.  These are new customers and existing customers, better educated and
are more prepared for their purchase.  They shop and  communicate  online versus
newspapers   and   telephones,   respectively.   Car  shoppers  now  search  the
dealership's inventory on their web site online instead of physically driving to
the lot hoping the vehicle  exists.  According  to NADA,  over 92 percent of all
dealers had a web site compared with 29 percent in 1996.  Many  dealerships  are
becoming reliant on Internet exposure of their vehicles and  communicating  with
customers  to  remain  competitive.  Most are  increasingly  shifting  resources
towards this marketing  medium to guarantee these consumers an  information-rich
shopping experience. NADA estimates that 4.8% of a dealership's marketing budget
is spent on the Internet. The Company believes this will increase in relation to
the increase in car shoppers using this medium.


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 vehicle data
on their  favorite  Internet  sites and  point-of-purchase  window labels on the
vehicle itself. 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.  Having the identical information on the Internet
as labeled onto the vehicle facilitates improved communication and trust between
the consumer and dealership sales personnel.  Dealerships recognize the need for
digital  photography and data listings of their vehicles onto their own web site
and onto popular automotive search sites. Most lack the personnel, expertise and
equipment  to perform this  function.  We believe  dealerships  need a system to
effectively  capture and manage the Internet shopper through the Internet buying
process.  Auteo  Media,  Inc.  has  developed  an  integrated  suite of products
satisfying most of the electronic  demands of the  auto dealership.   We believe
that we have a competitive  advantage in being one of a few  companies  managing
the total electronic, marketing process; from vehicle data collecton to customer
relationship management.


                                       4
<PAGE>

Benefits  to  Consumers.  Our advertising  exposure of vehicle data and  digital
photographs   provide   consumers  free  of  charge,   up-to-date  and  thorough
information on tens of thousands of new and pre-owned vehicles.  In seconds they
can  shop  by  make,  model,  year,  price  and  dealership.  Consumers  on  the
dealership's lot can browse the pre-owned  vehicles with the benefit of a window
label as on new cars. The options,  engine size, media reviews, miles per gallon
and price printed on the labels  on-site from our company vans. Our services and
tools help consumers to be more educated about the vehicle,  whether they are on
the  Internet  or  physically  on  the   dealership's   lot.  Verbal  and  email
communications can be more responsive and effective.

Benefits to Dealers. We believe we benefit dealers by reducing their incremental
personnel and marketing  costs while  increasing  consumer  satisfaction,  sales
volume and per vehicle  profit.  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 a
central  server where it is  displayed on the top Internet web sites  (including
those of Auteo Media) such as Autotrader(r), Yahoo(r), CarPoint(r), Autobytel(r)
and displayed  directly onto the  dealership web site. We believe the dealership
cannot  replicate the services we provide in total and their labor and equipment
cost would exceed our expense if they tried.

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 a dealers' selling costs can 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.

We provide  high value and  feature  rich web sites and  management  tools for a
fraction  of the  price as  those of major  providers.  Our  email  and  hosting
services are of high quality and provide a logital  brand  extension to our data
collection and CRM systems.  Our  Go2Dealer(tm)  software system allows fast and
timely update of a dealership's parts, inventory, service, and sales messages of
their web site.

                                       5
<PAGE>

We offer dealerships a centralized, single and source for most of the electronic
marketing tools required in the Internet age in order to succeed. One or more of
our solution is in use by an expanding network of over 250 franchised dealers in
Washington and California.

<TABLE>
<CAPTION>


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

              [Table depicting programs and services accessible to
                   consumers of Auteo Media's services]

 ------------------------------------------------------- ----------------------------- -------------------------------
                                                         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 personnel              Internet sites including
                                                                                       their private site
 ------------------------------------------------------- ----------------------------- -------------------------------
Providing lead and customer                              Can enjoy fast and effective  Customers can be responded to,
contact management software                              response to their sales lead  scheduled, organized, marketed
to sales personnel                                       inquiry                       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 wireless device.                                  dealership in minutes.        without the need for a
                                                                                       personal computer.
 ------------------------------------------------------- ----------------------------- -------------------------------
Provided web site management                             Offer a fast and enriched     Can provide an excellent
services allowing customers to shop and research         web site providing all the    web site solution for a
a dealership and their vehicles on the Internet          information required to visit fraction of the price of
                                                         a dealership or inquire       major companies
 ------------------------------------------------------- ----------------------------- -------------------------------

</TABLE>

STRATEGY

Our primary objective is to facilitate and improve 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  network 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 new and existing customers
         for ContactAuto, Go2Dealer and MyPartLink services
     -   conduct  marketing  campaigns to increase the  efficiency  of our sales
         personnel
     -   expand in new and recent  market  entries  along the west coast.

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 automotive
dealerships of our Northwest and  California  Dealer  Specialties,  NWAutos(sm),
MyPartLink(sm) and ContactAuto(TM) names.

                                       6
<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 for existing and potential  customers is key to establish ourselves
as a 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  between
dealership personnel and the vehicle buyer.


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
250-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 extract the vehicle
data.  Internet  shoppers can then view the data  typically the day after it was
collected. Consumers can email the dealership for price, availability or in many
cases call or secure an appointment  to view the vehicle in person.  Dealerships
who   subscribe  to  buying   services   such  as   Cobalt(TM),   Autobytel(sm),
Autotrader(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 options 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  consistent growth during the year. We expanded into Los Angeles and
central  California  markets later in the year and anticipate  consistent growth
throughout 2002.  Both markets are considered highly competitive.

Sales Lead and  Customer,  Contact  Management.  Dealerships  interact with many
different  customers on a daily basis. They may be walk-ins,  phone-ups or email
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 email marketing campaigns 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 email 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 and through the
first  six  months  of  2001.  The  Company   developed  the  second  generation
ContactAuto  during the year and believes it has one of the most  feature  laden
and quality systems on the market.  It is our goal to promote it to our existing
customer base  throughout  2002.

Automotive Web Site Services.  Our dealership web site management system enables
dealerships  the ability to offer a "virtual"  version of their  dealership  for
Internet  consumers  to research  and select a vehicle,  learn about the dealers
brand,  purchase parts,  schedule service  appointments and communicate  through
email forms.  The Go2Dealer  software  system features the use of templates that
allow for fully featured web site  development  and  management at a fraction of
the time and  expense.  The Company is able to pass these  cost savings onto the
dealership  for their primary or  secondary web site.  Auteo Media also provides
email, hosting and part commerce tools to dealerships with  their DealerHost(tm)
and MyPartLink systems.


                                       7
<PAGE>

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.com 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 automotive,  electronic communication,  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 expanded out direct sales team from two to four individuals.  Later
in the year we hired a customer service, telephone  sales  manager  and Director
of Sales.

We did begin email 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 expanded in the future.  We will
also begin fax broadcasts due to the cost effectiveness of this medium.

For our automotive web sites,  those allowing car buyers to search for vehicles,
we conducted limited newsprint and search engine placement.  We do not intend to
devote  resources to this product  without a concurring  revenue source from our
dealer customers.


INTELLECTUAL PROPERTY

We are  applying  for  trade and  service  marks  for key  brand  names  such as
Contactauto,  MyPartLink,  whosemailing and Go2Dealer.  We applied 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,  a per  vehicle  charge  and or a monthly  fee.  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
suite  of   Internet-based   and   point-of-purchase   vehicle   and   marketing
communication services include:

         -  successful  direct  selling  and  establishment  of local brand name
            recognition,

         -  financial reward, consistency and quality of service execution,

         -  the size of the participating dealership base,

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

         -  technical expertise, and high levels of service ability,

         -  customer satisfaction, and

         -  competitive dealer pricing.

Our data  collection,  digital  photograph  and  point-of-purchase  window label
services enjoy limited competition in markets such as Washington.  We experience
greater  competition in California  where our competitors  offer data collection
services  that are  similar in quality  and  features.  Although  we believe our
product to be among the best, we compete  aggressively with locally  established
and entrenched businesses in Los Angeles and San Francisco bay areas. Due to our
market presence and may need  to  lower  prices in  these  markets to gain share
from them. Additionally, we will offer additional products and services that our
competitors do not offer.  We believe we will not be faced with  significant new
competitors  since  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 we posess.

Our  lead  and  customer   management  system   ContactAuto.com   competes  with
several systems  available by the buying services such as Autobytel,  dealership
data management software providers such as Reynolds and Reynolds and third party
developers and organizations. 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 web  management  system,  Go2Dealer  competes  against  two to  three  major
companies  such as the  Cobalt  Group  and  AutoMark,  in  addition  to a highly
fragmented,  large  group  of  small  web site  developers.  We have  positioned
ourselves in a niche of offering features that cannot be provided by the smaller
developers  at a price that  cannot be matched by the major  organizations.  The
major  players are very well  established  and are better  financed than we are.
Although  a  highly  competitive  market,  we  believe  we  can  gain  share  as
consolidation  continues and as  dealerships  search for low cost  alternatives.
However,  we have no intention of competing  directly  with major  companies for
they are also data partners to our data collection services.


OPERATIONS AND TECHNOLOGY

We believe that our future success is  significantly  dependent upon our ability
to  continue  to  deliver  high-quality  services,  reliable  and  feature  rich
software,  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. It is our focus to continue
improvements to products  developed in previous years with less reliance on more
costly creation of new products.

Auteo Media  currently  hosts its  software at an outside  location  whereby the
Company's servers are co-located at an Application  Service Provider in Seattle.
Our network,  security and  computer  systems are built on the leading  industry
standards. Network security utilizes firewall protection in addition to industry
standard back-up systems.  The Company software and dealer records are backed-up
daily with copies of such data stored  off-site.  As more customers are added to
our suite of Internet hosted applications (those accessed from the internet, not
requiring  installation  on user computers) we will assess the need for upgraded
equipment or total system solutions managed by outside parties.


                                       9
<PAGE>

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  5,  2002,  we  had a total  of 32   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 WE MAY BE FORCED TO DECREASE CERTAIN OPERATIONS.
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.

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 6 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.

COMPETITION COULD REDUCE OUR MARKET SHARE AND 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 dependant  upon its Chairman and CEO, Steve Van Leeuwen and would
be at additional risk should he depart intentionally or unintentionally  without
an  appropriate  succession  plan.  The  Company has named a  President,  Ronald
Clayton, to handle certain affairs of Mr. Van Leeuwen.


                                       10
<PAGE>

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 a significant loss
of revenues and earnings.

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

SALES OR THE  PERCEPTION  OF FUTURE  SALES OF OUR COMMON  STOCK MAY  DEPRESS OUR
STOCK PRICE. SINCE THE MARKET PRICES FOR TECHNOLOGY-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
various factors and events.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  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.


                                       11
<PAGE>

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.

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.


                                       12
<PAGE>

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

Auteo Media,  Inc. held its Annual Meeting of Stockholders on December 20, 2001.
The  following is a brief  description  of each matter voted upon at the meeting
and the  number of votes cast for,  withheld  or  against  with  respect to each
matter.  Each  director  proposed by Auteo  Media was  elected and other  matter
submitted for stockholder vote was approved.

        (a) The  stockholders  reelected  two  nominees and voted to elect three
            additional nominees for Auteo Media's board of directors.

            Director                  For            Against           Abstain
            Steve Van Leeuwen         3,384,763                        3000
            Kathleen Van Leeuwen      3,384,763                        3000
            Michael Morrison          3,384,763                        3000
            Ronald Clayton            3,384,763                        3000
            Albert James              3,384,763                        3000

        (b) The  stockholders  approved the appointment of Grant Thornton LLP as
            independant public accountants.

                                      For            Against           Abstain
                                      3,384,763      3000


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                                   $1.56    $0.50
     Second Quarter                                  $0.79    $0.09
     Third Quarter                                   $0.31    $0.09
     Fourth Quarter                                  $0.32    $0.06

As of  March 5, 2002, there were  approximately  410 holders  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.


                                       13
<PAGE>

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 an automotive  software and  communications  company  offering online and
point-of-purchase marketing,  commerce and customer relationship systems to auto
dealerships.  We capture  revenue  from  dealerships  at multiple  stages in the
process of marketing new and used vehicles to their buyers.  Our  California and
Northwest  Dealer  Specialties  business  collects  automotive  data and digital
pictures and prints customized  window labels on behalf of car dealerships.  The
data is sent to multiple automotive internet sites including the dealerships' in
some cases. The Company  provides data and technology  services with some of the
largest  dealership  groups in the country such as AutoNation,  Lithia and Sonic
Motors, in addition to the Western Washington Toyota Dealers Association.  Auteo
Media,through its Dealer Specialties affiliation, provides data and window label
services for General  Motors,  Toyota,  Chrysler,  Saturn,  Volkswagen and Lexus
certified programs.

Additionally,  Auteo Media,  Inc.  promotes  and creates  verbal and email based
communications between consumers and sellers of autos. Dealerships can track and
manage these  communications  with its customer  relationship  management system
ContactAuto(tm).  This software is Internet based and accessed  through  certain
wireless,  Internet ready devices.  Two of Washington's largest Ford Dealerships
are using this  system.  Auteo Media,  Inc.  provides  web site  management  and
hosting  services  through our Go2Dealer  software  system and  Dealerhost  data
center. The Company provides inventory  management and search system development
for  dealership's  and its own  regional  Internet  portals of  www.nwautos.com.
Finally,  the Company  offers  "plug-in"  software  tools such as Mypartlink for
existing auto dealership web sites to perform  commerce  transactions  for their
in-stock auto accessories.

We derive the majority of our revenues from  dealerships  paying us for our data
collection and window label services.  This revenue is collected at the time the
service  is  provided  and is not  dependant  upon the sale of the  vehicle.  We
believe our ability to increase our  revenues is directly  related to the number
of subscribing dealers in our geographic areas and the number of new product and
services we are able to effectively make available and market to them.

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 in November 2000. On March 15, 2001,  the Company  acquired
substantially all of the assets of NW Carnet, Inc. d.b.a.  NWCarnet,  consisting
primarily  of  computer  equipment  and  software.   Auteo  Media  acquired  two
technologies  in; auto dealer web site  development and web site based auto part
commerce. These products fill voids in our existing product offering and met our
strategic decision of offering regional  technology to existing customers versus
national   product  to  non  customers.   Additionally,   the  Company  acquired
approximately  25  customers of  NWCarnet.  Auteo Media will  continue to pursue
companies for acquisition that fit our product and services portfolio.

In the  third  quarter  of  2001,  we  entered  into an  Agreement  with  Dealer
Specialties,  Inc., a wholly owned subsidiary of Trader Publishing  Corporation,
to continue the California  expansion of our data collection  business unit into
the surounding Los Angeles automotive market.

                                       14
<PAGE>

In the second and third quarters of 2001, Auteo Media, Inc. changed the focus of
certain business units,  primarily  converting them from a national  presence to
one that is regionally  offered and/or  marketed to auto  dealerships  only. The
Company  previously  operated national  automotive  vehicle search sites such as
www.autoloco.com and the  wireless match to this site,  www.pocketauto.com.  The
high expense of marketing and our inability to capture fees from car dealerships
located  across the United  States  resulted  in our change of  strategy.  These
online  products where converted to those offering  regional  presence only. One
such  example  is  www.nwautos.com,   providing   classifieds  for  our  western
Washington  dealerships  only. We believe this site helped gain market share and
has  created a  significant  market  barrier to  competition  in the  Washington
market.  Additionally,  Auteo  Media,  Inc.  discontinued  its  automotive  part
commerce site  www.partcart.com  due to high  administrative and marketing costs
and low  expectations  of a  favorable  return  on  investment.  In its place we
completed development of  www.mypartlink.com  as a hosted application,  allowing
auto  dealerships  the ability to sell their own auto parts and  accessories  on
existing web sites. We believe our human and capital  resources have been better
allocated toward our new product portfolio and our California  expansion of data
collection  sevices as reflected in our profit and loss results for the last six
months of 2001.

We are a Nevada corporation  incorporated in 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."


RESULTS OF OPERATIONS

REVENUES.  Revenues  increased to  $1,530,678  from $897,078 for the years ended
December  31,  2001 and 2000,  respectively.  This  represents  an  increase  of
$636,600 or 71% for the year  ended.  This  growth can be  attributed  to market
penetration in Washington and in California of our Dealer  Specialties  business
unit and broader acceptance of the Company's new products.

GROSS  PROFIT.  Gross profit  increased to  $1,396,520  in 2001 from $818,207 in
2000.  This  represents  an  increase  of  $578,313  or 71%.  This  increase  is
attributed to the increase in revenues and profitability of new product lines.

SELLING,  GENERAL  AND  ADMINISTRATIVE.   Selling,  general  and  administrative
expenses  increased  to  $1,603,286  in  2001  from  $1,129,428  in  2000.  This
represents  an increase of $473,858 or 42%.  This incease can be  attributed  to
increased  costs of labor for the Company's  products in existing and new market
areas.  The Company  greatly  increased its  marketing and sales  expenses as it
entered  new  markets.  Research  and  development  costs of the  Company's  new
products  decreased as they were completed.  The Company will continue to invest
in the lucrative California market and in supporting existing customers.

NON-CASH  COMPENSATION AND CONSULTING.   Non-cash  compensation  and  consulting
decreased to  $71,024 from  $151,364  for the years  ended December 31, 2001 and
2001, respectively. This decrease is due to the company issuing common stock for
services at a lower share price than in 2000.

DEPRECIATION AND AMORTIZATION.  Depreciation and amortization expenses increased
to $78,690 in 2001 from $73,910 in 2000.  This  represents an increase of $4,780
or 6.4%. This increase can be attributed to the addition of equipment to support
the Company's growth.


                                       15
<PAGE>

NET LOSS.   Net loss  decreased  from a  net  loss of  $533,421 in 2000 to a net
loss of  $367,212 in 2001.   The  decrease in  loss is the result of the Company
realizing  gross  profits  in its  expansion  into the  California  market  with
existing and new products without major increases in operating expenses.

RESEARCH AND DEVELOPMENT. Research and development costs incurred by the Company
totaled  approximately  $100,600  in 2001 and  $127,000  in  2000.  The  Company
completed  work  on  key  components  of  its  development  program,  including;
Go2Dealer(tm),  DealerHost(tm) and www.nwautos.com. These products are available
for sale with  addition  to revenues  occurring  from its  ContactAuto  Customer
Relationship  Managment  software and DealerHost  hosting services.  The Company
will continue to improve upon its products and services as it adds new customers
but  is  dedicated  toward  expanding  research  and  development   spending  to
compliment its current product line.


STOCK-BASED COMPENSATION

The Company  implemented  an employee stock option plan in 2000 and have granted
stock  options to purchase  672,500  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 $1.13. These options
vest over a four-year period as defined under the plan. Options  excercisable at
the end of year 2001 total 69,431 and have a weighted average excercise price of
$2.43.


LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operating activities was $188,894 in 2001 and $257,634 in 2000,
respectively.  Net cash used in operating  activities in 2001 resulted primarily
from the net loss for the year, increased accounts receivable,  partially offset
by increased  related party  payables and common stock issued for services.  Net
cash used in operating  activities in 2000 resulted  primarily from the net loss
for the year.

Net cash provided by financing  activities  was $343,000 in 2001 and $395,445 in
2000,  respectively.  In 2001,  the Company  raised  $400,000  through a private
placement  offering  of  759,209  restricted  shares  of its  common  stock at a
discounted price of $0.53 per share.

As of March 5, 2002, we had approximately $210,000 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 six 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 may exceed our revenues. Accordingly, we may 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,

         - legal, accounting and investor relations expenses.

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.


                                       16
<PAGE>

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.

LEASE AND LEASEHOLD IMPROVEMENTS
The Company  continues to maintain its lease dated April 15, 2000, with Teachers
Insurance & Annuity  Association of America,  Inc. Terms of the Lease were 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.

ACQUISITION
On March 15, 2001, the Company  acquired  substantially  all of the assets of NW
Carnet,  Inc. d.b.a.  NWCarnet,  consisting  primarily of computer equipment and
software, in exchange for 30,000 shares of the Company's common stock. The total
acquisition  cost of $19,686  equaled the fair value of assets  acquired.  Auteo
Media acquired two  technologies in auto dealer web site development and in auto
part  commerce  that fit  strategically  with  our  existing  product  offering.
Additionally, the Company acquired approximately 25 customers of NWCarnet. Auteo
Media will continue to pursue companies for acquisition that fit our product and
services portfolio.

MANAGEMENT
Effective  September 1, 2001,  the Company  entered into an Agreement with Steve
Van  Leeuwen to extend and define his  executive  services  with the  Company as
Chairman  and Chief  Executive  Officer of Auteo  Media.  At the same time,  the
Company  entered  into an  Agreement  with Ron  Clayton to define Mr.  Claytons'
position,  serving  as  President  of Auteo  Media.  Additionally,  the  Company
expanded  the roles of Mr.  Joseph  Walker to Sales  Director  and  Kathleen Van
Leeuwen's role of Comptroller.


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,  2001 and 2000 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,  the Company  engaged  Grant  Thornton LLP to be is  independent
certified public accountants. Grant Thornton was approved to serve as the public
accountants  for Auteo  Media by  shareholder  vote at our  annual  shareholders
meeting  in 2000 and  again  for  fiscal  year  2001.  The  Company  knows of no
disagreements with our independant accounting firm.


                                       17
<PAGE>

PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

        Name           Age        Principal Occupation         Director Since
        ----           ---        --------------------         --------------
Steve Van Leeuwen      42         Director and Chairman            2000
Kathleen Van Leeuwen   48         Director and Secretary           2000
Ronald Clayton         39         Director and President           2001
Albert James           69         Director                         2001
Michael Morrison       56         Director                         2001


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  other  than Steve Van  Leeuwen,  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


                                    Long Term Compensation
                         --------------------------------------------
                       Annual Compensation             Awards                   Payouts
                    ------------------------ --------------------------- --------------------

                                             Long Term
                                  Restricted Securities Incentive

                           Other     Annual       Stock       Underlying   Plan     All Other
Name and Principal         Salary    Bonus    Compensation    Award(s)     Options  Payouts    Compensation
   Position         Year     ($)      ($)      ($)    ($)       (#)(1)        ($)     ($)(2)
 ------------------ ----   ------    -----    -----   ----    ---------   --------  ---------  ------------

<S>                 <C>    <C>       <C>      <C>     <C>     <C>         <C>       <C>        <C>
Steve Van Leeuwen   2000   $120000   $ 0      $ 0     $ 0     100000      $178050   $7500      $127,500
 CEO and Chairman

Ronald Clayton      2001   $ 70000   $ 0      $ 0     $ 0     150000      $106500   $ 0        $100,000
 President

Kathy Van Leeuwen   2001   $ 48000   $ 0      $ 0     $ 0      50000      $ 85750   $ 0        $ 48,000
 Comptroller
 -------------------------------------------------------------------------------
<FN>
(1) Common Stock Purchase Options.
(2) Company Vehicle
</FN>
</TABLE>

                                       18
<PAGE>

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          CEO, Director              1,075,000(2)              16.7%

Kathleen Van Leeuwen       Director, Treasurer        1,056,250(3)              16.3%
                           and Secretary

Albert James               Director                   188,679                    2.9%

Michael Morrison           Director                   50,000                     0.8%

Ron Clayton                President                  10,000(4)                  0.2%

All Directors and
Officers as a group
(five  persons)                                       2,373,679                 36.8%

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

<FN>
(1) Calculated pursuant to rule 13d-3(d) of the Securities Exchange Act of 1934.
Unless otherwise  stated below,  each such person has sole voting and investment
power  with  respect  to all  such  shares.  Under  Rule  13d-3(d),  shares  not
outstanding  which are  subject  to  options,  warrants,  rights  or  conversion
privileges  exercisable within 60 days are deemed outstanding for the purpose of
calculating the number and percentage  owned by such person,  but are not deemed
outstanding  for the purpose of calculating  the percentage  owned by each other
person listed.

(2) Includes  1,050,000 shares of restricted  Common Stock and 25,000 options to
purchase shares of Common Stock outstanding as of September 21, 2001.

(3) Includes  1,050,000  shares of restricted  Common Stock and 6,250 options to
purchase shares of Common Stock outstanding as of September 21, 2001.

(4) Includes 10,000 shares of restricted  Common Stock.  There are no options to
purchase shares of Common Stock outstanding.

</FN>
</TABLE>


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Auteo Media,  Inc. did not enter into any significant  relationships  or related
transactions in 2001.


                                       19
<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.


                                       20


<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 11th day of March
2002.

AUTEO MEDIA, INC.

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


<TABLE>
<CAPTION>


SIGNATURE                        TITLE                                DATE
 --------                        -----                                ----
<S>                              <C>                                  <C>
/s/ STEVE VAN LEEUWEN            Chairman of the Board, Director,      March 11, 2002
 ---------------------           CEO and President
Steve Van Leeuwen

/s/ KATHLEEN C. VAN LEEUWEN      Director, Secretary and Treasurer     March 11, 2002
 ---------------------------
Kathleen C. Van Leeuwen

</TABLE>


                                       21


<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,  2001  and  2000,  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, 2001 and 2000, 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.


/s/ Grant Thornton LLP
Seattle, Washington
February 1, 2002


                                       F-2


<PAGE>

<TABLE>
<CAPTION>

                                Auteo Media, Inc.

                                 BALANCE SHEETS

                                  December 31,


                                     ASSETS
                                                                       2001             2000
                                                                   ------------     ------------
 CURRENT ASSETS
<S>                                                                   <C>               <C>
     Cash                                                             $113,155          $39,687
     Accounts receivable, net of allowance for doubtful accounts       133,862           75,050
        of $7,834 and $0, respectively
     Inventories                                                        23,349           27,000
     Prepaid expenses and other                                         13,026              450
                                                                   ------------     ------------

        Total current assets                                           283,392          142,187

PROPERTY AND EQUIPMENT - net                                           138,000          117,863

OTHER ASSETS
     Intangible assets - net                                            11,752           19,927
     Other assets                                                        9,005            9,005
                                                                   ------------     ------------

                                                                     $ 442,149         $288,982
                                                                   ============     ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                                 $ 44,270          $32,778
     Accrued liabilities                                                44,124           23,947
     Current Portion of related party payables                          33,966          137,863
                                                                   ------------     ------------

        Total current liabilities                                      122,360          194,588

RELATED PARTY PAYABLES, less current portion                           101,897                -

COMMITMENTS                                                                  -                -

STOCKHOLDERS' EQUITY
     Common stock - authorized 25,000,000 shares,
       par value $0.001                                                  6,555            5,417
     Additional contributed (distributed) capital                    1,111,970         (542,582)
     Stock subscriptions                                                  -           1,164,980
     Accumulated deficit                                              (900,633)        (533,421)
                                                                   ------------     ------------
                                                                       217,892           94,394
                                                                   ------------     ------------

                                                                     $ 442,149         $288,982
                                                                   ============     ============

</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,


                                                                2001             2000
                                                            ------------     ------------

<S>                                                           <C>              <C>
Revenues                                                     $1,530,678        $ 897,078
Direct costs                                                    134,158           78,871
                                                            ------------     ------------

     Gross profit                                             1,396,520          818,207

Operating expenses
     Selling, general and administrative                      1,603,286        1,129,428
     Non-cash compensation and consulting                        71,024          151,635
     Depreciation and amortization                               78,690           73,910
                                                            ------------     ------------
                                                              1,753,000        1,354,973
                                                            ------------     ------------

Operating loss                                                 (356,480)        (536,766)

Other expense (income)
     Interest expense                                             7,206              965
     Other                                                        3,526           (4,310)
                                                            ------------     ------------

     NET LOSS                                                 $(367,212)       $(533,421)
                                                            ============     ============
Net loss per share- basic and diluted                          $  (0.06)          $(0.10)
                                                            ============     ============

</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, 2001 and 2000


                                                                           Additional
                                                      Common stock        contributed
                                                   --------------------  (distributed)      Stock       Accumulated
                                                     Shares     Amount      capital      subscriptions    deficit       Total
                                                   ----------  --------   ------------   ------------   ------------   ---------
<S>                                               <C>          <C>        <C>            <C>            <C>           <C>
Balance at January 1, 2000                         5,350,000    $5,350     $   41,251     $        -     $        -    $ 46,601

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

Issuance of common stock for services at
  prices ranging from $1.75 to $2.625 per share       67,000        67        151,568              -              -     151,635

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

Net loss for year                                          -         -              -              -       (533,421)   (533,421)
                                                   ----------  --------   ------------   ------------   ------------   ---------

Balance at December 31, 2000                       5,417,000     5,417       (542,582)     1,164,980       (533,421)     94,394

Issuance of common stock for stock
  subscribed                                         194,163       194      1,164,786     (1,164,980)             -           -

Sale of common stock for cash                        759,209       759        399,241              -              -     400,000

Issuance of common stock for purchase
  of NWCarnet, Inc. assets                            30,000        30         19,656              -              -      19,686

Issuance of common stock for services at
  prices ranging from $0.07 to $0.55 per share       155,000       155         35,119              -              -      35,274

Issuance of warrants for compensation at
  fair value                                               -         -         35,750              -              -      35,750

Net loss for the year                                      -         -              -              -       (367,212)   (367,212)
                                                   ----------  --------   ------------   ------------   ------------   ---------
Balance at December 31, 2001                       6,555,372    $6,555     $1,111,970     $        -     $ (900,633)   $217,892
                                                   ==========  ========   ============   ============   ============   =========


</TABLE>


         The accompanying notes are an integral part of this statement.


                                       F-5


<PAGE>


<TABLE>
<CAPTION>

                                Auteo Media, Inc.

                            STATEMENTS OF CASH FLOWS

                                  December 31,


                                                                                2001            2000
                                                                            ------------     -----------
<S>                                                                          <C>             <C>
 Increase (Decrease) in Cash
 Cash flows from operating activities
      Net loss                                                               $ (367,212)     $ (533,421)
      Adjustments to reconcile net loss to
           net cash used in operating activities
             Depreciation and amortization                                       78,690          73,910
             Issuance of common stock and warrants for services                  71,024         151,635
             (Gain) Loss on disposal of equipment                                 9,672            (660)
             Provision for doubtful accounts                                      7,834               -
             Changes in assets and liabilities
                Accounts receivable                                             (66,646)        (26,454)
                Inventories                                                       3,651         (18,000)
                Prepaid expenses and other assets                               (12,576)         (8,955)
                Accounts payable                                                 11,492           4,931
                Related party payables                                           55,000          87,863
                Accrued liabilities                                              20,177          11,517
                                                                            ------------     ----------

                Net cash used in operating activities                          (188,894)       (257,634)
                                                                            ------------     -----------

 Cash flows from investing activities
      Purchase of equipment                                                     (78,138)       (113,149)
      Proceeds from sale of property and equipment                               (2,500)              -
      Purchase of intangible assets                                                   -           4,017
                                                                            ------------     ----------

                Net cash used in investing activities                           (80,638)       (109,132)
                                                                            ------------     ----------
 Cash flows from financing activities
      Payments on shareholder note payable                                      (57,000)         (2,056)
      Proceeds from issuance of shareholder note payable                              -          52,501
      Proceeds from sale of common stock                                        400,000         345,000
                                                                            ------------     ----------

                Net cash provided by financing activities                       343,000         395,445
                                                                            ------------     ----------

 Net increase in cash                                                            73,468          28,679

 Cash at beginning of period                                                     39,687          11,008
                                                                            ------------     ----------

 Cash at end of period                                                         $113,155        $ 39,687
                                                                            ============     ==========
 Supplemental disclosure of cash flow information
      Cash paid for interest                                                   $  7,206         $   965
                                                                            ============     ==========
 Non-cash investing and financing activities
      Issuance of common stock for net assets of NWCarnet                      $ 19,686        $      -
                                                                            ============     ==========
      Net assets acquired in conjunction with merger transaction
         and contribution of related party payable                             $      -        $ 99,599
                                                                            ============     ==========

</TABLE>



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


                                       F-6


<PAGE>


                                Auteo Media, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 2001 and 2000



NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Auteo  Media,  Inc.,  a Nevada  Corporation,  (the  Company)  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

On February 29, 2000, the Company  entered into a share exchange  agreement with
TYSA  Corporation   (TYSA)  whereby  the  Company   purchased  82.5%  of  TYSA's
outstanding common stock for cash consideration of $835,000 and 2,100,000 shares
of the Company's  common stock.  In  conjunction  with the merger,  the majority
shareholders  of TYSA were  appointed  to the  Board of  Directors  and  assumed
control of the  operations  of the  resulting  company,  Auteo  Media,  Inc. The
transaction  was  accounted  for as a reverse  acquisition  and resulted in TYSA
becoming the accounting acquirer, whereby 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, 2001 and
2000.

In  conjunction  with the merger and  recapitalization  of Auteo  Media,  TYSA's
51,000  shares of issued and  outstanding  common  stock was  reclassified  into
shares of Auteo Media's common stock.  The net assets acquired in the merger and
recapitalization transaction with Auteo Media totaled $99,599.

On March 15,  2001,  the  Company  acquired  substantially  all of the assets of
NWCarnet,  Inc. d.b.a. NWCarnet,  consisting primarily of computer equipment and
software,  in exchange for 30,000  shares of the  Company's  common  stock.  The
acquisition has been accounted for under the purchase method of accounting.  The
total  acquisition  cost of  $19,686  approximated  the fair value of the assets
acquired.

2.       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.

3.       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, 2001 and 2000



NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

4.       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 as follows:

                Computer equipment              3 years
                Office equipment                5 years
                Automobiles                     3 years

5.       Advertising

Advertising   costs  are  expensed  as  incurred.   Advertising   expenses  were
approximately $1,800 and $28,700 for the years ended December 31, 2001 and 2000,
respectively.

6.       Research and Development

All  expenditures  for research and development  costs are expensed as incurred.
Research and development expenses were  approximately  $100,600 and $127,000 for
the years ended December 31, 2001 and 2000, respectively.

7.       Loss Per Share

Basic  loss per  share  is  based  on the  weighted  average  number  of  shares
outstanding  during each period and loss available to common  stockholders.  The
weighted  average number of shares  outstanding  was 6,353,283 and 5,364,863 for
the years ended  December  31, 2001 and 2000,  respectively.  Because of the net
loss for the years ended December 31, 2001 and 2000, potentially dilutive common
stock  issuances were not included in the  calculation of diluted loss per share
as their  inclusion  would be  anti-dilutive.  As of December 31, 2001 and 2000,
there were 719,431 and 194,163  shares of  potentially  issueable  common stock,
respectively.

8.       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.


                                      F-8
<PAGE>


                                Auteo Media, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 2001 and 2000



NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

9.       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.

10.      Concentration of Credit Risk

The  Company   maintains  cash  balances  with  a  financial   institution  that
periodically  exceed federally  insured limits,  which  potentially  subject the
Company to  concentration  of credit risk. The Company has not  experienced  any
losses related to these balances and believes that there is minimal credit risk.

11.      Reclassifications

Certain  reclassifications  have been made to the 2000  financial  statements to
conform to the 2001 presentation.


NOTE B - MANAGEMENT PLANS

As of and for the year ended  December 31,  2001,  the Company had a net loss of
$367,212 and an accumulated deficit of $900,633. For the year ended December 31,
2001, the Company used cash from operating  activities and investing  activities
totaling  $188,894 and  $80,638,  respectively.  As of December  31,  2001,  the
Company has cash of $113,155  and  working  capital of $59,135.  The Company has
initiated cost cutting  measures in an attempt to achieve  future  profitability
and  the  Company   anticipates   sustaining  current  operations  with  current
operations.  The Company is also seeking  additional  funding  through equity or
debt financing in order to expand operations.  The Company's continued existence
as a going concern is ultimately  dependent  upon its ability to secure  funding
and  generate  cash  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.


                                      F-9
<PAGE>


                                Auteo Media, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 2001 and 2000



NOTE C - PROPERTY AND EQUIPMENT

Property and equipment consist of the following at December 31:

                                               2001                2000
                                           --------------      --------------

    Computer equipment                     $   141,376         $    87,196
    Office equipment                            32,057              32,608
    Automobiles                                 77,281              59,981
    Other property                               7,250               7,250
                                           --------------      --------------
                                               257,964             187,035

    Less accumulated depreciation              119,964              69,172
                                           --------------      --------------

                                           $   138,000         $   117,863
                                           ==============      ==============


NOTE D - INTANGIBLE ASSETS

Intangible assets consist of the following at December 31:

                                                2000                2000
                                           --------------      --------------

    Covenant not to compete                $    49,000         $    49,000
    Goodwill                                    49,000              49,000
    Franchise rights                             5,000               2,500
    Other                                          863                 863
                                           --------------      --------------
                                               103,863             101,363

    Less accumulated amortization               92,111              81,436
                                           --------------      --------------

                                           $    11,752         $    19,927
                                           ==============      ==============


                                      F-10
<PAGE>


                                Auteo Media, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 2001 and 2000



NOTE D - INTANGIBLE ASSETS - Continued

Goodwill  represents  the  excess  cost of  acquiring  the  assets  of NW Dealer
Specialties  over  the  fair  value  of  net  assets  acquired  at 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 term of the agreement or three years. 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

Related party payables consist of the following at December 31:

                                   2001            2000
                               -------------   --------------

     Deferred compensation     $  108,500      $    60,500
     Bonus payable                 27,363           27,363
     Notes payable                     -            50,000
                               -------------   --------------
                                  135,863          137,863
     Less long-term portion       101,897               -
                               -------------   --------------

                               $   33,966      $   137,863
                               =============   ==============

Future minimum payments of related party payables is as follows:

    Years ending December 31,
   ---------------------------

              2002                  $   33,966
              2003                      33,966
              2004                      33,966
              2005                      33,965
                                   --------------

                                   $   135,863
                                   ==============

The Company had entered  into two  unsecured  note payable  agreements  with its
President and Chief Executive  Officer totaling $50,000 as of December 31, 2000.
The notes  accrued  interest  at 14% and the  principal  of $50,000  and accrued
interest totaling $7,000 was paid in full during 2001.


                                      F-11
<PAGE>


                                Auteo Media, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 2001 and 2000



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,
       --------------------------

                  2002                      $   87,300
                  2003                          85,100
                  2004                          90,900
                  2005                          23,200
                                           --------------

     Total minimum payments required       $   286,500
                                           ==============

The leases provide for payment of taxes and other expenses by the Company.  Rent
expense for leased  facilities and equipment totaled  approximately  $85,300 and
$77,000 for the years ended December 31, 2001 and 2000, respectively.


NOTE G - STOCK SUBSCRIPTIONS AND COMMON STOCK

At  December  31,  2001,  the Company  had raised  $400,000  through the sale of
759,209 shares of its common stock. At December 31, 2000, the Company had raised
$1,164,980  through a private  placement  offering  of its  common  stock.  This
involved the sale of 194,163  shares of  Restricted  Stock,  which was issued in
2001.  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 - WARRANTS

In October 2001, the Company granted 650,000  warrants with an exercise price of
$0.07 to officers of the Company as additional compensation. The warrants expire
in four  years  and were  fully  vested  on the grant  date.  The fair  value of
warrants  totaling  $35,750  was  determined  using  the  Black-Scholes   option
pricing-model  with the following  assumptions:  120%  volatility;  5% risk free
interest rate; four-year life; and zero percent dividend yield.


NOTE I - 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 employees  deferred
compensation.  Contributions  by the Company  totaled  $6,446 and $3,592 for the
years ended December 31, 2001 and 2000, respectively.


                                      F-12
<PAGE>


                                Auteo Media, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 2001 and 2000



NOTE J - STOCK OPTIONS

In 2000,  the Company  adopted  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.

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, 2001: 120%  volatility;  5% risk free interest rate; ten
year life;  and zero percent  dividend  yield.  For the year ended  December 31,
2000, the weighted-average  assumptions were as follows: 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
for the year ended December 31, 2001 would have been as follows:

      Net loss as reported         $     (367,212)
      Compensation expense               (202,343)
                                   -----------------
      Proforma net loss            $     (569,555)
                                   =================

      Loss per share as reported   $       (0.06)
      Proforma loss per share      $       (0.09)

The  effect on the  Company's  net loss and loss per  share  for the year  ended
December 31, 2000 would not have changed by material amounts.



                                      F-13
<PAGE>




                                Auteo Media, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 2001 and 2000



NOTE J - STOCK OPTIONS - Continued

A summary of the Company's  stock option  plan's  activity is as follows for the
years ended December 31, 2001 and 2000:

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

    Outstanding at beginning of year                  -         $           -
    Granted                                      276,000                 2.43
    Forfeited                                     (5,000)                2.36
                                               ----------       --------------
    Outstanding at December 31, 2000             271,000        $        2.43
    Granted                                      576,000                 0.60
    Forfeited                                   (174,500)                1.37
                                               ----------       --------------

    Outstanding at December 31, 2001             672,500        $        1.13
                                               ==========       ==============

    Options exercisable at end of year            69,431        $        2.43
                                               ==========       ==============

    Weighted-average fair value of
      options granted during the year                           $        0.57
                                                                ==============

The following is a summary of stock options outstanding at December 31, 2001:

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

     $2.25 - $2.44             206,000          8.74 years              68,667
     $1.00 - $1.875            110,000          9.06 years                 764
     $0.65 - $0.99              96,500          9.13 years                  -
     $0.08 - $0.32             260,000          9.70 years                  -


NOTE K - 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.



                                      F-14
<PAGE>


                                Auteo Media, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 2001 and 2000



NOTE K - INCOME TAXES - Continued

For the period  January 1, 2000 through  February  29,  2000,  the Company was a
Subchapter S under 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.

The income tax provision reconciled to the tax computed at the statutory federal
rate is  approximately  as follows for the year ended  December 31, 2001 and ten
months ended December 31, 2000:


                                               2001                 2000
                                          --------------       -------------

    Tax benefit at statutory rate         $    (124,900)       $   (181,300)
    Permanent differences                         1,400               1,100
    S-Corporation period income                      -                7,600
    Increase in valuation allowance             123,500             172,600
                                          --------------       -------------

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

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

                                                    2001               2000
                                               --------------     -------------
 Deferred tax assets (liabilities)
       Net operating loss carry forwards       $     248,500      $    176,500
       Accrual to cash adjustment                     30,700            (6,200)
       Other                                          12,100                -
       Depreciation and amortization                 (20,500)          (23,000)
       Less valuation allowance                     (270,800)         (147,300)
                                               --------------     -------------
                                               $          -       $         -
                                               ==============     =============

The Company has established a valuation  allowance of approximately  $270,800 as
of  December  31,  2001 due to the  uncertainty  of  future  utilization  of net
operating loss  carryforwards  and realization of other deferred tax assets.  At
December 31, 2001, the Company had operating loss carryforwards of approximately
$731,000  available to offset future taxable income,  which expire through 2021.
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.




                                      F-15
<PAGE>


EXHIBIT INDEX


There are no Exhibits attached to this document.





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