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

                                  FORM 10-QSB/A
                                 Amendment No. 1

(Mark One)
              [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended: June 30, 2002
                                                ----------------

       [  ]   TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
                                  EXCHANGE ACT

                        For the transition period from to

                        Commission file number 000-28533

                   Premium Financial Services & Leasing, Inc.
--------------------------------------------------------------------------------
                     (Exact name of small business issuer as
                            specified in its charter)

                     Wyoming                               86-0970133
--------------------------------------------------------------------------------
             (State or other jurisdiction                (IRS Employer
         of incorporation or organization)             Identification No.)

           9229 Delegates Row, Suite 130, Indianapolis, Indiana 46240
 -------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (317) 575-1800
                            Issuer's telephone number

  Business to Business, Inc., 11601 East Lusitano Place, Tucson, Arizona, 85748
 ------------------------------------------------------------------------------
  (Former name, address and former fiscal year, if changed since last report.)


                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practical date: June 30, 2002 5,060,000

         Transitional Small Business Disclosure Format (check one). Yes ; No X








<PAGE>





                                     PART I

ITEM 1.  FINANCIAL STATEMENTS

                         INDEPENDENT ACCOUNTANT'S REPORT

Premium Financial Services & Leasing, Inc.
(Formerly Business to Business)

        We have reviewed the  accompanying  balance sheets of Premium  Financial
Services & Leasing, Inc. (Formerly Business to Business) as of June 30, 2002 and
December 31, 2001 and the related statements of operations for the three and six
month  periods  ended  June 30,  2002 and 2001 and cash  flows for the six month
periods  ended  June 30,  2002 and  2001.  These  financial  statements  are the
responsibility of the Company's management.

        We conducted our review in accordance with standards  established by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statement taken as a whole.
Accordingly, we do not express such an opinion.

        Based on our review, we are not aware of any material modifications that
should  be made  to the  accompanying  financial  statements  for  them to be in
conformity with generally accepted accounting principles.

                                                   Respectfully submitted

                                                   /s/ Robison, Hill & Co.
                                                   Certified Public Accountants

Salt Lake City, Utah
August 19, 2002

                                       F-2


<PAGE>


                   PREMIUM FINANCIAL SERVICES & LEASING, INC.
                         (Formerly Business to Business)
                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                 (Unaudited)
                                                                  June 30,       December 31,
                                                                    2002             2001
                                                               ---------------  --------------
ASSETS
Current Assets:
<S>                                                            <C>              <C>
Cash and Cash Equivalents                                      $        45,513  $       33,030
Fixed Assets:
Computer and Office Equipment                                           26,767          26,767
Less Accumulated Depreciation                                           (7,137)         (4,461)
                                                               ---------------  --------------

                                                                        19,630          22,306
                                                               ---------------  --------------

Other assets - deposits                                                      -          75,000
                                                               ---------------  --------------

     TOTAL ASSETS                                              $        65,143  $      130,336
                                                               ===============  ==============

LIABILITIES
Current Liabilities:
Accounts Payable                                               $        10,351  $        2,932
Accrued Expenses                                                         1,994             151
Line of Credit                                                           9,887               -
Current portion of lease obligations                                     3,792           4,071
Related Party Loans - Current                                           94,359          85,943
                                                               ---------------  --------------

     Total Current Liabilities                                         120,383          93,097
                                                               ---------------  --------------

Non-Current Liabilities:
Convertible Debentures                                                  50,381               -
Long-Term Debt - lease obligations                                       1,272           7,045
                                                               ---------------  --------------

     Total Liabilities                                                 172,036         100,142
                                                               ---------------  --------------
</TABLE>



                                       F-3


<PAGE>

                   PREMIUM FINANCIAL SERVICES & LEASING, INC.
                         (Formerly Business to Business)
                                 BALANCE SHEETS
                                   (Continued)
<TABLE>
<CAPTION>
                                                                 (Unaudited)
                                                                  June 30,       December 31,
                                                                    2002             2001
                                                               ---------------  --------------
<S>                                                            <C>              <C>
STOCKHOLDERS EQUITY
Common Stock, Par Value $.001
     Authorized 100,000,000 shares, Issued
     5,060,000 and 100 at June 30, 2002 and December 31, 2001  $         5,060  $            -
Additional Paid in Capital                                              29,844          11,443
Retained Earnings (Deficit)                                           (141,797)         18,751
                                                               ---------------  --------------

     Total Stockholders' Equity                                       (106,893)         30,194
                                                               ---------------  --------------
TOTAL LIABILITIES AND
 STOCKHOLDERS' EQUITY                                          $        65,143  $      130,336
                                                               ===============  ==============
</TABLE>


















                 See accompanying notes and accountants' report.

                                       F-4


<PAGE>

                   PREMIUM FINANCIAL SERVICES & LEASING, INC.
                         (Formerly Business to Business)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                For the Three Months Ended        For the Six Months Ended
                                         June 30,                         June 30,
                              -------------------------------  ------------------------------
                                   2002            2001             2002            2001
                              --------------- ---------------  --------------  --------------
REVENUES
<S>                           <C>             <C>              <C>              <C>
Sales commissions             $        78,875 $       129,464  $      130,009   $     270,692
                              --------------- ---------------  --------------  --------------

EXPENSES
   Selling & Marketing                 47,806          85,712          86,403         158,058
   General & Administrative            77,925          39,250         126,456          88,139
                              --------------- ---------------  --------------  --------------

Net Income from Operations            (46,856)          4,502         (82,850)         24,495
                              --------------- ---------------  --------------  --------------

Other Income (Expense)
   Interest Income (Expense)           (9,091)              -          (9,237)              -
                              --------------- ---------------  --------------  --------------

NET INCOME (LOSS)             $       (55,947)$         4,502  $      (92,087) $       24,495
                              =============== ===============  ==============  ==============

Earnings Per Share            $        (0.02) $         45.02  $       (0.05)  $       244.95
                              =============== ===============  ==============  ==============
</TABLE>

















                 See accompanying notes and accountants' report.

                                       F-5


<PAGE>

                   PREMIUM FINANCIAL SERVICES & LEASING, INC.
                         (Formerly Business to Business)
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                For the Six Months Ended
                                                                        June 30,
                                                            --------------------------------
                                                                 2002              2001
                                                            ---------------   --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                         <C>               <C>
   Net Income (Loss)                                        $       (92,087)  $       24,495

Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities:
   Depreciation                                                       2,676                -

Changes in Operating Assets and Liabilities:
    Increase (Decrease) in Accounts Payable                           5,634            3,618
    Increase (Decrease) in Accrued Expenses                          10,640              160
    Increase (Decrease) in Line of Credit                             9,887
                                                            ---------------   --------------
Net Cash Provided by (Used in) Operating Activities                 (63,250)          28,273
                                                            ---------------   --------------

CASH FLOWS FROM INVESTING ACTIVITIES:

    Purchase of Equipment                                                 -          (26,022)
    Deposit                                                               -                -
                                                            ---------------   --------------
Net Cash Used by Investing Activities                                     -          (26,022)
                                                            ---------------   --------------

CASH FLOWS FROM FINANCING ACTIVITIES:

   Proceeds from Convertible Debentures                              50,000                -
   Issuance of Common Stock for Cash                                 30,000
   Proceeds Long-Term Debt                                                -           13,744
   AAA Distributions                                                      -          (13,794)
   Principle Payments on Long-term Debt                              (4,267)               -
                                                            ---------------   --------------
Net Cash Provided by (Used in) Financing Activities                  75,733              (50)
                                                            ---------------   --------------

Net (Decrease) Increase in Cash and Cash Equivalents                 12,483            2,201
Cash and Cash Equivalents at Beginning of Period                     33,030           25,000
                                                            ---------------   --------------
Cash and Cash Equivalents at End of Period                  $        45,513   $       27,201
                                                            ===============   ==============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
  Interest                                                  $           439   $            -
                                                            ---------------   --------------
  Franchise and income taxes                                $             -   $            -
                                                            ---------------   --------------

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:
   None
</TABLE>

                        See accompanying notes and accountants' report.

                                       F-6


<PAGE>

                   PREMIUM FINANCIAL SERVICES & LEASING, INC.
                         (Formerly Business to Business)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        This summary of  accounting  policies for Premium  Financial  Services &
Leasing,  Inc.  (Formerly  Business  to  Business)  is  presented  to  assist in
understanding  the  Company's  financial  statements.  The  accounting  policies
conform to generally accepted  accounting  principles and have been consistently
applied in the preparation of the financial statements.

Interim Reporting

        The unaudited  financial  statements as of June 30, 2002 and for the six
month period then ended reflect,  in the opinion of management,  all adjustments
(which include only normal recurring  adjustments) necessary to fairly state the
financial  position  and results of  operations  for the six  months.  Operating
results for interim periods are not necessarily  indicative of the results which
can be expected for full years.

Organization and Basis of Presentation

        The Company was  incorporated  under the laws of the State of Wyoming on
July 11, 1997.  The Company  ceased all operating  activities  during the period
from July 11, 1997 to October 20, 1999 and was considered dormant.

         On April 8, 2002,  the Company  entered into an  acquisition  agreement
with Premium Financial Services & Leasing,  Inc., wherein,  Business to Business
acquired  Premium  Financial  Services  &  Leasing,   Inc.  in  exchange  for  a
controlling  interest in its shares of Common Stock.  Subsequently,  Business to
Business changed its name to Premium Financial Services & Leasing, Inc.

Nature of Business

        The Company is in the business of full  service  leasing that is focused
on offering medium sized and small ticket-leasing programs to a national network
of brokers, vendors and end users.

Cash and Cash Equivalents

        For purposes of the statement of cash flows,  the Company  considers all
highly liquid debt  instruments  purchased with a maturity of six months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.

                                       F-7


<PAGE>


                   PREMIUM FINANCIAL SERVICES & LEASING, INC.
                         (Formerly Business to Business)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Continued)

Pervasiveness of Estimates

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

Depreciation

        Fixed assets are stated at cost.  Depreciation  is calculated  primarily
using the straight-line  method over the estimated useful lives of the assets as
follows:

                 Asset                        Rate
---------------------------------------  --------------
Computer Equipment                              5 years

        Maintenance  and  repairs  are charged to  operations;  betterments  are
capitalized.  The  cost  of  property  sold  or  otherwise  disposed  of and the
accumulated  depreciation  thereon are eliminated  from the property and related
accumulated depreciation accounts, and any resulting gain or loss is credited or
charged to income.

Income Taxes

        For the year 2001, the Company has elected to be an "S-Corporation"  and
is not subject to income tax. Income is taxed directly to the shareholders.

Revenue recognition

        The  Company's  primary  source  of  revenue  is from  acting as a lease
broker.  Revenue is  recognized  from the sale or  assignment  of  sales-type or
direct  financing  leases  to third  parties  when the  lease is  funded  by the
purchaser.

Advertising Expense

        Advertising costs are expensed when the services are provided.

                                       F-8


<PAGE>


                   PREMIUM FINANCIAL SERVICES & LEASING, INC.
                         (Formerly Business to Business)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Continued)

Loss per Share

        The reconciliations of the numerators and denominators of the basic loss
per share computations are as follows:
<TABLE>
<CAPTION>
                                                                                  Per-Share
                                                  Income           Shares           Amount
                                                  ------           ------           ------
                                                (Numerator)     (Denominator)

                                                  For the Three Months Ended June 30, 2002
BASIC LOSS PER SHARE
<S>                                           <C>                    <C>        <C>
Loss to common shareholders                   $       (55,947)       2,760,000  $       (0.02)
                                              ===============  ===============  ==============

                                                  For the Three Months Ended June 30, 2001
BASIC LOSS PER SHARE
Loss to common shareholders                   $         4,502              100  $        45.02
                                              ===============  ===============  ==============

                                                   For the Six Months Ended June 30, 2002
BASIC LOSS PER SHARE
Loss to common shareholders                   $       (92,807)       1,880,000  $       (0.05)
                                              ===============  ===============  ==============

                                                   For the Six Months Ended June 30, 2001
BASIC LOSS PER SHARE
Loss to common shareholders                   $        24,495              100  $       244.95
                                              ===============  ===============  ==============
</TABLE>
        The  effect  of   outstanding   common   stock   equivalents   would  be
anti-dilutive for June 30, 2002 and 2001 and are thus not considered.

Concentration of Credit Risk

        The  Company  has no  significant  off-balance-sheet  concentrations  of
credit  risk such as foreign  exchange  contracts,  options  contracts  or other
foreign hedging arrangements.

Reclassification

        Certain   reclassifications   have  been  made  in  the  2001  financial
statements to conform with the June 30, 2002 presentation.

                                       F-9


<PAGE>

                   PREMIUM FINANCIAL SERVICES & LEASING, INC.
                         (Formerly Business to Business)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Continued)

NOTE 2 - INCOME TAXES

        As of June 30, 2002, the Company had a net operating  loss  carryforward
for income tax reporting  purposes of  approximately  $83,289 that may be offset
against future taxable income through 2021. Current tax laws limit the amount of
loss  available to be offset  against  future  taxable income when a substantial
change in ownership  occurs.  Therefore,  the amount  available to offset future
taxable income may be limited. No tax benefit has been reported in the financial
statements,  because the Company  believes  there is a 50% or greater chance the
carry-forwards  will expire unused.  Accordingly,  the potential tax benefits of
the loss carry-forwards are offset by a valuation allowance of the same amount.

NOTE 3 - DEPOSITS

        Deposits as of December  31,  2001,  include a $75,000  deposit  paid in
contemplation of the May 21, 2002 purchase of Business to Business, Inc.

NOTE 4- LINE OF CREDIT

        The  Company has a $50,000  line of credit  through  Farmers  Bank at an
interest  rate of 7.25%.  As of June 30,  2002,  the Company owes $9,886 on this
line of credit.

NOTE 5 -  RELATED PARTY PAYABLES

        On December 4, 2001, Michael Gooch,  President,  CEO and Director loaned
the Company  $75,000.  The Company shall repay $90,000 to the officer within 360
days of the date of the loan.  Additionally,  the terms of the note provide that
Mr. Gooch is to receive  75,000 common shares of Premium  Financial in the event
that Premium Financial's stock becomes publicly traded.

        Due to related  party at  December  31,  2001 and 2000  consists  of the
following:
<TABLE>
<CAPTION>
                                            (Unaudited)
                                             June 30,                  December 31,
                                    --------------------------- --------------------------
                                        2002          2001          2001         2000
                                    ------------- ------------- ------------ -------------

<S>                                 <C>           <C>           <C>          <C>
Note payable to officer, unsecured  $      83,416             - $     75,000 $             -

Advances, unsecured, non-interest
bearing, due on demand                     10,943             -       10,943         5,943
                                    ------------- ------------- ------------ -------------

                                    $      94,359 $           - $     85,943 $       5,943
                                    ============= ============= ============ =============
</TABLE>

                                      F-10
<PAGE>

                   PREMIUM FINANCIAL SERVICES & LEASING, INC.
                         (Formerly Business to Business)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Continued)

NOTE 6 - LONG TERM DEBT

        Long-term  liabilities  of the  Company at  December  31,  2001 and 2000
consists of the following:
<TABLE>
<CAPTION>
                                               (Unaudited)
                                                 June 30,                 December 31,
                                        -------------------------- --------------------------
                                            2002         2001          2001         2000
                                        ------------ ------------- ------------ -------------
Lease Payable to Bank, Due 7/13/04,
<S>      <C>                            <C>          <C>           <C>          <C>
Interest 7.65%, secured by computer     $      5,064 $      15,330 $     11,116 $      14,562

Less Current Portion                           3,792             -        4,071         3,772
                                        ------------ ------------- ------------ -------------

          Total Long-Term Liability     $      1,272 $      15,330 $      7,045 $      10,790
                                        ============ ============= ============ =============
</TABLE>

NOTE 7- CONVERTIBLE DEBENTURES

        During 2002,  the Company made an offering of 5,000 to 10,000 units that
consist of a $100, 10% Convertible  Debenture and common share purchase warrant.
The debenture  matures one year from closing,  unless  extended.  The debentures
will bear an annual interest rate of 10%, payable  semi-annually,  beginning six
months  from  closing  of the  offering,  payable in cash or common  stock.  The
debenture  will be  convertible  at the  holder's  option  at any time  prior to
maturity at a conversion  price of equal to 50% of the average  trading price of
Premium Financial Services & Leasing , Inc.'s shares over 20 consecutive trading
days. As of the date of this report the Company's  stock has not begun  trading.
As of June 30, 2002,  the Company has  $50,381,  including  accrued  interest in
convertible debentures.

NOTE 8 - CONTINGENCIES

        The Company at times will have  agreements with a funding source to sell
certain  receivables with recourse.  In the event of the customer's  default the
company must repurchase the receivables from the funding source.  As of December
31, 2001 and 2000 the  company is not  contingently  liable to such  receivables
sold with recourse.

        The Company is a  defendant  in a lawsuit.  In the opinion of  Company's
management, the lawsuit will not have a material adverse impact on the Company's
financial position, results of operations or cash flows.

                                      F-11


<PAGE>

                   PREMIUM FINANCIAL SERVICES & LEASING, INC.
                         (Formerly Business to Business)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Continued)

NOTE 9 - LEASES

        The Company leases  facilities and equipment  under various  capital and
operating leases with expiration dates through 2006.

        The  Company  has  entered  into  a  lease   agreement  for  its  office
facilities.  The rental charges are  approximately  $1,400 per month.  The lease
expires in April 2006.  On January 14, 2002 the Company  entered into a sublease
for additional  office space. The rental charge ranges from $3,500 to $6,992 per
month expiring November 30, 2004.

        Equipment  capitalized  under  capital  leases had fair market  value of
$16,342 as of June 30, 2000 (date of acquisition of the equipment and assumption
of the related leases by the Company).  Total rental expense for the Company for
the  years  ended   December   31,  2001  and  2000  was  $19,885  and  $17,077,
respectively, including rent under month-to month leases.

        Net minimum rental commitments under all non-cancelable operating leases
are as follows:
<TABLE>
<CAPTION>
                                                  Capital         Operating
           Year Ending December 31,               Leases           Leases           Total
                                              ---------------  ---------------  --------------
<S>                  <C>                      <C>              <C>              <C>
                     2002                     $         4,755  $        59,038  $       63,793
                     2003                               4,755           88,343          93,098
                     2004                               2,379           98,947         101,326
                     2004                                   -           31,545          31,545
                     2005                                   -           16,800          16,800
                                              ---------------  ---------------  --------------

       Total minimum lease payments due                11,889          294,673         306,562
      Less amounts representing interest              (1,099)                -         (1,099)
                                              ---------------  ---------------  --------------
                                              $        10,790  $       294,673  $      305,463
                                              ===============  ===============  ==============
</TABLE>
        The minimum  future lease  payments under these leases for the next five
years are:

    Twelve Months
  Ended December 31,
----------------------
                                              Real Property     Equipment
                                             ---------------  --------------
        2002                                 $        51,300  $       12,493
                      -----------------------
        2003                                          72,741          20,357
                      -----------------------
        2004                                          93,712           7,614
                      -----------------------
        2005                                          16,800          14,745
                      -----------------------
        2006                                          16,800               -
                      --------------------------------------  --------------
        Total minimum future lease payments  $       251,353  $       55,209
                                             ===============  ==============

                                      F-12
<PAGE>


                   PREMIUM FINANCIAL SERVICES & LEASING, INC.
                         (Formerly Business to Business)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Continued)

NOTE 9 - LEASES (Continued)
---------------

The leases generally  provides that insurance,  maintenance and tax expenses are
obligations  of the  Company.  It is  expected  that  in the  normal  course  of
business,  leases  that  expire  will be renewed or  replaced by leases on other
properties.

NOTE 10- COMMON STOCK TRANSACTIONS

        During the second  quarter of 2002,  60,000  shares of common stock were
issued for cash at $.50 per share.

NOTE 11- MERGER/ACQUISITION

        On May 21, 2002, the Company  finalized a merger  agreement with Premium
Financial Services & Leasing, Inc. (Indiana).  As a result, the Company acquired
the  business  and  operations  of Premium  Financial  Services & Leasing,  Inc.
(Indiana),  in exchange  for the issuance of a  controlling  interest in Premium
Financial Services & Leasing,  Inc. (Wyoming) shares to the former  shareholders
of  Premium  Financial  Services & Leasing,  Inc.  (Indiana).  Under the Plan of
Merger,  4,000,000 shares of Common Stock were issued to the former  shareholder
of Premium Financial Services & Leasing,  Inc. (Indiana).  To record the merger,
additional paid in capital was reduced by $11,439 and retained  earnings/deficit
was reduced $68,461. In connection with this merger, the par value of the Common
Stock changed from no par value to $.001.  All  references  in the  accompanying
financial  statements to the number of Common  shares and per-share  amounts for
2001 have been restated to reflect the change in par value.

                                      F-13


<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

        This  discussion   should  be  read  in  conjunction  with  Management's
Discussion and Analysis of Financial  Condition and Results of Operations in the
Company's annual report on Form 10-KSB for the year ended December 31, 2001.

PLAN OF OPERATION

        The Company was organized under the laws of the state of Wyoming on July
11, 1997 under the name Business to Business, Inc. On April 8, 2002, the Company
entered into an acquisition agreement with Premium Financial Services & Leasing,
Inc. of Indiana to acquire Premium Financial and its assets and liabilities. Our
shareholders  approved the  acquisition  and we completed the Acquisition on May
21, 2002. Premium Financial was originally founded in September 1995 in Indiana.
As a result of the Acquisition,  we issued 4,000,0000 shares of our common stock
to the  shareholder of Premium  Financial.  On May 31, 2002 we filed articles of
amendment  to change our name to  Premium  Financial  Services  & Leasing,  Inc.
pursuant to the closing of the acquisition of Premium Financial.

        Prior to the acquisition we had no assets or business operations. We are
engaged in the  leasing and finance  with a focus on offering  medium  sized and
small ticket leasing programs to a national network of brokers,  vendors and end
users.  Our  financing  solutions  allow  businesses  the ability to acquire the
capital needed to facilitate equipment acquisition, whether the equipment is new
or used.

        Premium  Financial  Services & Leasing's primary objective is to provide
its national network of banking  institutions with exclusively  tailored leasing
clearinghouse services. To date, it has been able to facilitate  lease-financing
deals up to $10,000,000.  Moreover, it has the ability to fund lease initiatives
up to $75,000 without the need for financials or tax return  documentation  from
the lessee. Premium Financial's specific strategy is to:

         o        Attend  to the  special  funding  requirements  that  national
                  lender's are  currently  unable to address  towards  small and
                  medium sized businesses as well as start-up's.
         o        Increase  marketing  efforts  in  the  areas  of  direct  mail
                  campaigns,   trade  show   arenas   and  local  and   national
                  advertising.
         o        Capitalize and expand upon its national network.
         o        Provide leasing and financing products in all categories.
         o        Establish the top product development team in the business.
         o        Channel marketing investments towards awareness.
         o        Offer   the   best    financing    products   to   entry-level
                  organizations.
         o        Create innovative and interactive financial service processes.
         o        Take  advantage  of its  abilities  to deliver high volume and
                  gross profit  margins with minimal  incurred costs in order to
                  invigorate marketing directions.

        Premium Financial  Services & Leasing's business plan projects expansion
through  acquisitions  funded mostly with stock but requiring some cash expenses
and  consideration.  Premium  Financial  Services  & Leasing  will need to raise
additional funds through public or private debt or

                                      F-14


<PAGE>



equity financing in order to:

         o        take advantage of anticipated opportunities or acquisitions of
                  complementary assets, technologies or businesses;
         o        develop new products; or
         o        respond to unanticipated competitive pressures.

        The future success of Premium  Financial  Services & Leasing  depends in
large part on its ability to manage any achieved growth in its business. For its
business plan to succeed, Premium Financial Services & Leasing will need:

         o        to expand its business with new and current customers;
         o        to develop and offer successful new products and services;
         o        to retain key employees and hire new employees; and
         o        to ensure that any future  business  that may be  developed or
                  acquired will perform in a satisfactory manner.

        These  activities  are  expected  to place a  significant  strain on the
Company's resources. Also, Premium Financial Services & Leasing cannot guarantee
that any of these will occur or that Premium  Financial  Services & Leasing will
succeed in managing the results of any success in its business plan.

RESULTS OF OPERATIONS

        The Company had $78,875 and $130,009 in sales and sales revenues for the
three and six months ended June 30, 2002 and $129,464 and $270,692 for the three
and six  months  ended  June 30,  2001.  Revenues  consisted  primarily  of fees
collected for the management and sale of leasing agreements.

        The Company had  $47,806 and $86,403 in selling and  marketing  expenses
for the three and six months ended June 30, 2002 compared to $85,712 and 158,058
for the three and six months  ended June 30,  2001.  General and  administrative
expenses  were  $77,925 and $126,456 for the three and six months ended June 30,
2002 and $39,250 and $88,139 for the three and six months ended June 30,2001.

        The Company  recorded net loss of ($55,947)  and ($92,087) for the three
and six months  ended June 30, 2002  compared to income of $4,502 ad $24,495 for
the same periods in 2001. The net loss in 2002 is partly  attributable  with the
merger between Business to Business and Premium  Financial  Services and Leasing
(Indiana).

CAPITAL RESOURCES AND LIQUIDITY

        At June 30, 2002,  the Company had total  current  assets of $45,513 and
total assets of $65,143 as compared to $33,030 current assets and $130,336 total
assets at December 31, 2001.  The Company had a net working  capital  deficit of
$74,870 and $60,067 at June 30, 2002 and December 31, 2001.

                                      F-15


<PAGE>


        Net  stockholders'  equity  (deficit) in the Company was  ($106,893) and
$30,194 as of June 30, 2002 and December 31, 2001.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.

ITEM 2.  CHANGES IN SECURITIES

During the second quarter of 2002, 60,000 shares of common stock were issued for
cash at $.50 per share.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None/Not Applicable.

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

None/Not Applicable.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

         The  following  documents  are filed  herewith or have been included as
         exhibits to previous  filings with the Commission and are  incorporated
         herein by this reference:

         Exhibit No. Exhibit

         2.1      Acquisition Agreement between Registrant and Premium Financial
                  (1)

         3        Articles of Incorporation (2)

         3.2      Bylaws (2)

         3.1      Amended Articles of Incorporation (2)

         99.1     Certification  Pursuant  to 18  U.S.C.  ss  1350,  As  Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*


                                      F-16


<PAGE>



         99.2     Certification  Pursuant  to 18  U.S.C.  ss  1350,  As  Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

(1)      Incorporated  herein  by  reference  from  Registrant's  Schedule  14C,
         Registration Statement, dated May 2, 2002

(2)      Incorporated  herein  by  reference  from  Registrant's  Form  10SB12G,
         Registration Statement, dated December 17, 1999

*        Filed within

(b)      Reports on Form 8-K.

         The Company filed a Current Report on May 21, 2002 for Items 1, 2 and 6
         to provide  information  regarding change in control and acquisition of
         Premium Financial.




                                   SIGNATURES

        In accordance with the  requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                   Premium Financial Services & Leasing, Inc.

August 23, 2002                             /s/ Michael Gooch
                                            -----------------------
                                            Michael Gooch
                                            President, CEO and Director
                                            (Principal Executive Officer)

August 23, 2002                             /s/ Dennis Kluzke
                                            -----------------------
                                            Dennis Kluzke
                                            CFO and Director
                                            (Principal Financial Officer)

                                      F-17