U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                FORM 10-KSB

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
                 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2003

                           SPECIALIZED LEASING, INC.
                   ------------------------------------------
             (Exact name of registrant as specified in its charter)


            Nevada                                       33-0895699
--------------------------------------             -------------------------
(State or jurisdiction of incorporation            (I.R.S. Employer I.D. No.)
or organization


101 Pantano Road
Tuscon, Arizona
                                                                  85701
(Address of principal executive offices)                        (Zip Code)
----------------------------------------                       ----------------


     SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT:

None

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

Title of each class to be so registered

Common Stock

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

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

The issuer's revenues for the Fiscal Year ended March 31, 2003 were $9,281.
The aggregate market value of the voting stock (which consists solely of shares
of Common Stock) held by non-affiliates of the issuer as of March 31, 2003, as
determined by reference to the bid price of the issuer's common stock as quoted
on the over-the counter bulletin board, was approximately $20,442,650.
                                                                             1
As at March 31, 2003, there were 20,442,650 shares of the issuer's common stock
outstanding.

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

                                TABLE OF CONTENTS
                               -----------------
PART I
------

Item 1     Description of Business .............   3

Item 2     Description of Property..............   6

Item 3     Legal Proceedings ...................   6

Item 4     Submission of Matters to a
           Vote of Security Holders.............   6

PART II
------
Item 5     Market for Common Equity and
           Related Stockholder Matters .........   7

Item 6     Management's Discussion and
           Analysis of Financial Condition
           and Results of Operations ...........   9

Item 7     Financial Statements and
           Supplementary Data ..................  10

Item 8     Changes in and Disagreements with
           Accountants on Accounting and
           Financial Disclosure ................  10

PART III
--------
Item 9     Directors and Executive Officers
           of the Registrant ..................   10

Item 10    Executive Compensation .............   11

Item 11    Security Ownership of Certain
           Beneficial Owners and Management ...   12

Item 12    Certain Relationships and
           Related Transactions ...............   13

Item 13    Exhibits and Reports on Form 8-K ...   13

SIGNATURES ....................................   19



                                                                             2
PART 1
------

         FORWARD LOOKING STATEMENTS

This annual report statement contains forward-looking statements.
Specialized's expectation of results and other forward-looking statements
contained in this registration statement involve a number of risks and
uncertainties. Among the factors that could cause actual results to differ
materially from those expected are the following: business conditions and
general economic conditions; competitive factors, such as pricing and marketing
efforts; and the pace and success of product research and development. These
and other factors may cause expectations to differ.


ITEM 1.   DESCRIPTION OF BUSINESS

Corporate Development

Specialized Leasing, Inc. is a Nevada corporation formed February 24, 2000,
having its principal office located at 1601 East Flamingo Road, Suite 18, Las
Vegas, Nevada, and principal executive offices at 101 Pantano Road, Tuscon,
Arizona 85710; telephone: (520) 885-9207. Specialized has tested its plan of
operations to lease computer systems and accessories to professionals in select
fields, and is now seeking capital and strategic relationships to accomplish
its objectives.  For the past year, Specialized has lacked sufficient capital
to reach its goals, and has sought reverse merger opportunities.  However, the
company has recently changed its management and has discovered new
opportunities which management believes will enable it to accomplish its
objectives, given the availability of operating capital.

The beginning emphasis will be leasing to Real Estate professionals, then to
Dentists and Doctors. Specialized has an exclusive agreement with affiliate
Casa De Computers, Inc., to supply products to its lease customers at wholesale
prices currently available to Casa De Computers. Casa De Computers, Inc. has
also agreed to refer lease customers to Specialized.

Recent Developments

In the fourth quarter of the last fiscal year, we effected a change of
management and a 1-10 reverse stock split.  In January, 2003, our directors and
officers resigned, and were replaced with new management.  New management has
developed new contacts and opportunities for operations, public relations and
raising capital, but there can be no assurance that these new goals will be
effected.


BUSINESS

In General

Specialized Leasing, Inc. is a company specializing in leasing equipment to a
specialized or select clientele. The company is supporting the legal, medical
and real estate professional with high quality computer hardware and software
so they can forget about shopping, understanding and buying the latest version
                                                                             3
of computer peripherals and concentrate on their business, Specialized Leasing
will keep them abreast of the latest changes and support them with their
hardware needs. Specialized Leasing will also perform training and on-site
maintenance through its hardware and software affiliates. In short, Specialized
Leasing, Inc. takes the hardware burden from these professionals and supports
them with one stop shopping and support for all their electronic and computer
equipment.

Operations

Specialized Leasing, Inc. specializes in leasing information processing and
communications equipment, principally to established, creditworthy customers,
primarily in the real estate profession. Specialized's leasing activities will
be conducted primarily through equipment wholesalers, such as Casa De
Computers.

The relationship with Casa De Computers is limited to the purchase of computer
hardware, to include desktop and notebook computers, printers, scanners,
digital cameras and PDA's, for the fulfillment of leases to the Real Estate
community. There are no incentives, overrides or profit sharing schemes in
place, rather an agreement to buy quality hardware at the best possible price
from Casa De Computers in order to service our lease clients.


Casa De Computers warrants the equipment for the full lease period and assists
us in the resale of returned equipment on a basis of 50/50 of sales proceeds.
The purchase arrangement with Casa De Computers and other suppliers is that
Specialized will buy at supplier normal wholesale prices plus 10% and will
enter into leases with customers at full or discounted retail prices based on
the dollar value and terms of the lease and the type of equipment being leased.
Specialized pays its suppliers either at time of delivery or, for specialized
equipment, at the time the equipment is ordered from the supplier.

Leasing Procedures

A typical transaction for Specialized would take place, as follows:

The customer would receive an informational brochure from Specialized Leasing
outlining the leasing programs in place and would contact Specialized who would
discuss the program and refer the customer to Casa De Computers for
consultation on obtaining a custom package. Once the package is agreed upon and
a price established, the Casa De Computers sales representative would have the
customer complete a lease application and submit to Specialized for a credit
check. On obtaining a satisfactory credit report, Specialized would prepare a
lease contract, contact the individual for completion and order the required
equipment from Casa De Computers. Specialized would pay Casa De Computers on
delivery to the customer at a price equal to regular wholesale price plus 10%.
Specialized's intentions are to hold the leases for their full terms and then
to either sell the equipment to the customer at the price agreed upon in the
original lease documents or to resell the equipment and enter into a new lease
agreement on new state of the art equipment with the customer. Specialized has
an agreement with Casa De Computers for it to act as sales agent for returned
equipment. Casa De Computers is responsible for marketing and selling costs and
will share in the sales proceeds on a 50/50 basis.

                                                                             4
Types of Equipment

Specialized believes that the value of its equipment, and particularly
equipment used in client/server network environments, is important to the
original customer because the equipment often becomes "embedded" in the
customer's mission critical operations. Therefore, Specialized seeks to
maximize the amount of equipment that is remarketed in place to the original
customer, in order to realize the higher residual values that may result from
such remarketing, compared to equipment sold or leased to a third party.

Products Leased

The information processing and communications equipment Specialized has
purchased for lease includes desktop and laptop computers, display stations,
file servers, printers, digital cameras, scanners, and palm computers. It
provides personalized leasing options, fashioned to meet the needs of the
professionals which it serves, primarily in the real estate sales area.
Specialized Leasing provides desktop computer systems built by Casa De
Computers, Inc., which include the following:

CPX 2000: This is a system which includes an AMD K6-II-500 processor, 64 MB of
RAM, a 6.4GB hard disk, 48X CD-ROM drive, 8 MB video card, a 56K modem,
mouse,keyboard, 3d sound, speakers, Windows 98 operating system, a 17" Imagic
Monitor, Office 2000 softrware, Quicken Deluxe software and an on-site
warranty.

CPX Powerhouse: This is a system which includes an AMD 600 Athlon processor, 64
MB RAM, 6.4 GB hard disk, 48xCD-ROM drive, 8 MB video, a 56k modem, mouse,
keyboard, 3d Sound, speakers, Windows 98 operating system, a 17" Imagic
Monitor, Office 2000 softrware, Quicken Deluxe software and an on-site
warranty.

CPX Executive: This system includes an AMD Athlon 700 processor, 128 MB RAM, a
13 GB hard disk, 48 CD drive, 32 MB video, a 56K modem, mouse, keyboard, 3d
sound, speakers, Windows 98 operating system, a 17" Imagic Monitor, Office 2000
software, Quicken Deluxe software and an on-site warranty.

Specialized Leasing also provides notebook computers, manufactured by Sager,
including the Sager 2330, Sager 3360i, and the Sager 3360v.

Specialized Leasing also leases scanners, printers, digital cameras, and the
3COM PALM IIIse, a palm computer with 8MB of storage capacity.

Specialized provides several packages of computer equipment, designed to fit
the needs of the real estate or medical professional. These packages combine
desktop, notebook and palm systems with printers, scanners, and digital
cameras.


Lease Terms and Conditions

A majority of Specialized's lease transactions have been net leases with a
specified non-cancelable lease term. These non-cancelable leases have a "hell-
or-high-water" provision which requires the lessee to make all lease payments
under all circumstances. A net lease requires the lessee to make the full lease
                                                                             5
payment and pay any other expenses associated with the use of equipment, such
as maintenance, casualty and liability insurance, sales or use taxes and
personal property taxes. The lessee also has the responsibility of obtaining
the additional items required under a net lease, such as maintenance and
insurance. However, many of Specialized's more creditworthy customers are
permitted to self insure against equipment losses.

     Remarketing

The results of the remarketing process ultimately determine the degree of
profitability of a lease transaction. Specialized's remarketing strategy is to
keep its equipment installed in place at the end of the initial lease term.
Typically, remarketing equipment in place produces substantially better
residual returns than equipment sold or leased to a third party at the end of
the term of the original lease. Prior to the expiration of the original lease
term, Specialized initiates the remarketing process for the related equipment.

Specialized attempts to maximize its revenues and residual return by focusing
its efforts on keeping the equipment in place at the end of the initial lease
term by:

     -     Re-leasing it to the initial lessee for a specified term;

     -     renting the equipment to the initial lessee on a month-to-month
           basis; or

     -     selling the equipment to the initial lessee.

If Specialized is unsuccessful in keeping the equipment in place, it will
attempt to sell or lease the equipment to a different customer, or sell the
equipment to equipment brokers or dealers.  Although, cumulatively for its
history, Specialized has historically been able to remarket in place a majority
of its equipment coming off lease, no assurances can be given that
Specialized's past successes in remarketing its equipment in place will be
repeated in the future, primarily because Specialized has little history with
remarketing desktop or laptop computers.

     Competition

Specialized will compete in the information processing and communications
equipment leasing marketplaces with other independent leasing companies,
captive lessors and bank affiliated lessors. Specialized's business will be
highly competitive, both with respect to obtaining and maintaining vendor
program arrangements and providing lease financing to end-user customers. The
Company will compete with various independent leasing companies, such as
Comdisco, Newcourt Financial and G.E. Capital, certain bank affiliated lessors,
such as Leastec, and certain captive or "semi-captive" leasing companies, such
as IBM Credit Corporation, Dell Financial Services and Compaq Capital.

All of Specialized Leasing's competitors have greater financial resources than
Specialized Leasing, which has generated small revenues, and has limited assets
and experience.



                                                                             6
     Business Development

Specialized Leasing is a company founded on the idea that the customer will
continue to lease from the company over and over again. Specialized will use a
14 and 16 percent lease rate, which is somewhat lower than other leasing
companies, but given the fact that Specialized Leasing will use investor
capital to support the leasing program, coupled with an extremely low overhead,
Specialized should grow at a 10 to 15 percent rate per year and in the third
year the resale of used equipment will add to this profitability. We believe
that our customers will return leased equipment after the lease period and in
fact it is not unlikely that a customer could lease equipment over a
thirty-year period through ten to fifteen leasing cycles. Another fact that
will maintain our customer base is the training and support centers that are
run in conjunction with our hardware supplier, Casa De Computers, Inc.

Specialized's current lease products include desktop computers, notebook
computers, laser and ink jet printers, scanners, digital cameras, overhead
projectore and PDA's. Manufacturers include: Hewlett-Packard, Sager-Midern,
Palm, Proxima, In-Focus, Toshiba, Sony and many others. Specialized's future
lease products will be determined by market demand as the needs of the Real
Estate sales and other professional clients change and our client base expands.
Notebook computers and PDA's, although already a large portion of our product
offering will likely increase as agents become more mobile and technology
demands increase.

The transaction process is as follows: Specialized Leasing is a preferred
vendor with Coldwell-Banker Success in Arizona. Coldwell-Banker assists us in
the identification of equipment needs for their agents. Currently the best mix
of equipment for an agent is a desktop computer, notebook computer, printer,
scanner, PDA and digital camera. The agent can add or delete items from the
program to fit individual needs as defined by activity in the real estate
market. Agents contact a Specialized Leasing representative and discuss their
equipment needs. The representative then determines the current cost of the
hardware and software by contacting a Casa De Computers sales representative. A
lease quote and lease agreement are then printed for the client's review along
with a credit application consenting to a credit check through Equifax
Corporation. Once there is agreement on the equipment, the client signs the
lease agreement and the equipment is ordered. Generally equipment is delivered
in three to seven days of signing the lease agreement.

As Specialized Leasing grows, we will move into other Coldwell-Banker markets
and expand to serve other Real Estate sales companies as the need for for high
quality equipment for individual agents increases.

The lease term and rate is determined by several factors including the type and
volume of equipment leased and the status of the individual client.
Specialized's intention is to hold all leases to maturity and then either
extend them or take back and resell the leased equipment and enter into a lease
for new equipment with the client.

     Marketing

Specialized Leasing will negotiate strategic relationships with real estate
brokerage firms and medical offices through its in house sales department, as
well as maintain its e-commerce leasing site on the Internet. Specialized
                                                                             7
Leasing has already formed a strategic relationship with Coldwell Banker to
supply its real estate brokers and salesmen with packages of office computer
systems and accessories for the greater Arizona area.

     Employees

Specialized Leasing presently employs nine employees, three of which are
officers of Specialized Leasing, who each devote their full time efforts to
Specialized Leasing. Specialized Leasing is not subject to any collective
bargaining agreements, and management believes its employee relations to be
good.

     Patents

We current have no patents or trademarks. We own the domain name,
www.specializedleasing.com.

     Government Regulation

Governmental regulations have little or no impact on our business at the
present time.

ITEM 2. DESCRIPTION OF PROPERTY

Specialized Leasing currently maintains cash in its bank accounts, and owns its
web site and domain name of www.specializedleasing.com. It leases office space
from Franklin Scivally, its president, on a month-to-month oral rental
agreement for the sum of $800 per month. Specialized Leasing considers its
office space to be sufficient for its needs.


ITEM 3. LEGAL PROCEEDINGS

None.


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

There have been no matters submitted to a vote of security holders in the past
fiscal year.

PART II
-------

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

Our common stock has been quoted on the over-the-counter bulletin board under
the symbol "SLZG" from June, 2002 through January 28, 2003.  Since then, it has
traded under the trading symbol "SPLZ". As of March 31, 2003, there were 34
record holders of Specialized Common Stock.

The following table sets forth the range of high and low bid information for
each full quarterly period of the last fiscal year:


                                                                             8
  Period Reported                     Average High Bid   Average Low Bid
  ---------------------------         ----------------   ---------------
  Quarter ended June 30, 2002               $0                  $0
  Quarter ended September 30, 2002          $0                  $0
  Quarter ended December 31, 2002           $0                  $0
  Quarter ended March 31, 2003              $1.00               $1.50


The above quotations reflect inter-dealer prices, without retail mark up, mark
down or commission and may not represent actual transactions.  Source of
information: NASDAQ Stock Market Over-The-Counter Bulletin Board.


     PENNY STOCK STATUS

Our common stock is a "penny stock,"  as the term is defined by Rule 3a51-1 of
the Securities Exchange Act of 1934.  This makes it subject  to reporting,
disclosure and other rules imposed on broker-dealers by the Securities and
Exchange  Commission requiring brokers and dealers to do the following in
connection with transactions in penny  stocks:

      -  Prior to the transaction, to approve the person's account for
transactions in penny stocks by obtaining information from the person regarding
his or her financial situation, investment experience and objectives, to
reasonably determine based on that information that transactions in penny
stocks are suitable for the person, and that the person has sufficient
knowledge and experience in financial matters that the person or his or her
independent advisor reasonably may be expected to be capable of evaluating the
risks of transactions in penny stocks.  In addition, the broker or dealer must
deliver to the person a written statement setting forth the basis for the
determination and advising in highlighted format that it is unlawful for the
broker or dealer to effect a transaction in a penny stock unless the broker or
dealer has received, prior to the transaction, a written agreement from the
person. Further, the broker or dealer must receive a manually signed and dated
written agreement from the person in order to effectuate any transactions is a
penny stock.

      -  Prior to the transaction, the broker or dealer must disclose to the
customer the inside bid quotation for the penny stock and, if there is no
inside bid quotation or inside offer quotation, he or she must disclose the
offer price for the security transacted for a customer on a principal basis
unless exempt from doing so under the rules.

      -  Prior to the transaction, the broker or dealer must disclose the
aggregate amount of compensation received or to be received by the broker or
dealer in connection with the transaction, and the aggregate amount of cash
compensation received or to be received by any associated person of the broker
dealer, other than a person whose function in solely clerical or ministerial.

      -  The broker or dealer who has effected sales of penny stock to a
customer, unless exempted by the rules, is required to send to the customer a
written statement containing the identity and number of shares or units of each
such security and the estimated market value of the security.  The imposition
of these reporting and disclosure requirements on a broker or dealer make it
unlawful for the broker or dealer to effect transactions in penny stocks on
                                                                             9
behalf of customers.  Brokers or dealers may be discouraged from dealing in
penny stocks, due to the additional time, responsibility involved, and, as a
result, this may have a deleterious effect on the market for the company's
stock.

     SECURITY HOLDERS

The approximate number of record holders of shares of the common stock of
outstanding as  of March 31, 2003 was 30.


     DIVIDENDS

No dividends have been declared or paid on the Company's common stock.


 ITEM 6.   MANAGEMENT DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS

The following discussion should be read in conjunction with Specialized
Leasing's Financial Statements, including the Notes thereto.

      Company Overview

Specialized Leasing was organized on February 24, 2000, and has recently
commenced operations. Specialized Leasing is engaged in the business of leasing
computer equipment to real estate professionals.

      General Plan of Operations

Specialized Leasing is a development stage corporation, which has recently
begun its planned operations of engaging in the business of leasing computer
systems and accessories.  For the past fiscal year, Specialized has lacked the
capital to fund its planned operations, and, for that reason operations have
been limited.  During this time, Specialized has sought reverse merger
opportunities.  Recently, it has changed its management team and identified
opportunities for it in the leasing field, as well as potential sources of
capital, and management now believes it has positioned itself to realize the
beginning milestones of its plan of operations.

Specialized Leasing has no current material commitments. Specialized Leasing
will seek to raise capital as a cash reserve, but there can be no assurance
that Specialized Leasing will be successful in raising the capital it needs to
fund its operations through sales of its common stock.

There is no contemplated product research and development costs Specialized
Leasing will perform for the next twelve months.

Specialized Leasing's plan of operations over the next 12 months includes the
development of its customer base and the raising of capital to fund leases,
until such time as it can establish a bank line of credit. There can be no
assurance that Specialized Leasing will be able to raise sufficient capital
needed to sustain these operations.



                                                                             10
     Results of Operations

Since inception, we have had no revenues and have experienced losses. We have
financed our operations primarily through the sale of our common stock or by
loans from shareholders. The net loss for the year ended March 31, 2003 was
$32,214, compared to a net loss of $29,725 for the comparable period of 2003.
The difference is insignificant, and a comparison of the two periods is not
meaningful, due to the fact that we have had minimal operations and nominal
expenses since inception.

     Liquidity and Capital Resources

As of March 31, 2003, we had  $1,908 cash on hand and total current liabilities
of $9,800.  We believe that our current cash needs for at least the next twelve
months can be met by private placements of our common stock.  However, there
can be no assurance that our private placements will be successful. Due to our
lack of cash and current liabilities since inception, management believes a
comparison of the period ended March 31, 2002 and the period ended March 31,
2003 would not be meaningful.


 ITEM 7. FINANCIAL STATEMENTS

Information with respect to this item is contained in the financial statements
appearing on Item 13 of this Report. Such information is incorporated herein by
reference.


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

There have been no changes in or disagreements among our independent
accountants in the last fiscal year.


 PART III.
 ---------

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS


The members of the Board of Directors of Specialized Leasing, Inc. serve until
the next annual meeting of  stockholders,  or until  their  successors  have
been  elected. The officers serve at the pleasure of the Board of Directors.

The current executive officers, key employees and directors of Specialized
Leasing are as follows:



Name                         Age                     Position
-----------------            -----            --------------------------------
Franklin Scivally             51                President/Director


                                                                             11
Jason J. Rite                                   Secretary, Treasurer/Director

Franklin R. Scivally. Mr. Scivally has been President and Director of the
company since his appointment on January 12, 2003. He is the current Treasurer
and Director of ComputerXpress and has been since March 1, 1999. He has been
the President of ComputerXpress since June 1, 1999. He is also the owner of the
CostPlusFive.com affiliated location in Tucson, Arizona, and has been so
employed since March 1, 1999. He is also the President of Scivally Enterprises,
LLC. From January, 1992 through December, 1997 he was employed by Questech,
Inc. as Project Manager. From December, 1997 through March 1, 1999, the was
employed as the owner of a Cyber Exchange franchise in Tuscon, Arizona. From
November, 1971 through December, 1971 he was a Commissioned Officer in the
United States Air Force, in various positions, including Chief, Quality
Assurance Division of the Tomahawk Cruise Missile Wing, Maintenance Control
Officer, Minuteman & Ground, launch Cruise Missile Launch Officer, Minuteman
Weapon System Launch Analyst, Chief, Maintenance Control, assignment through
the Air Force Institute of Technology to Hughes Aircraft Company, and
Manufacturing Manager for the MILSTAR program. He holds a Master of
Arts/management & Supervision from Central Michigan University, 1983, a
Bachelor of Science/Business Management, 1980 from the University of LaVerne,
and an Associate of Arts/Electronics, 1978 from Alan Hancock College.

Jason J. Rite.  Mr. Rite has over 30 years of senior experience as a business
consultant, entrepreneur and security technology manager.  He has implemented
an effective strategic infrastructure, assisting start-ups and integrating
companies in their overall development in the marketing, operations, and
security management fields.  Mr. Rite has also held positions as director of
operations for construction development firms.


Item 10. EXECUTIVE COMPENSATION

Specialized Leasing has made no provisions for cash compensation to its
officers and directors and no compensation for management's services for the
first year of operation. No salaries are being paid at the present time, and
will not be paid unless and until there is available cash flow from operations
to pay salaries. There were no grants of options or SAR grants given to any
executive officers during the last fiscal year.


EMPLOYMENT AGREEMENTS

Specialized Leasing has not entered into any employment agreements with any of
its employees, and employment arrangements are all subject to the discretion of
Specialized Leasing's board of directors.

The following table summarizes the compensation Specialized has paid to its
Chief Executive Officer and all other executive officers for services rendered
up to the period ended March 31, 2003. No salaries were paid during the past
fiscal year, and there were no grants of options or SAR grants given to any
executive officers during the past fiscal year.




                                                                             12

                               Annual Compensation


Name and Position            Salary      Bonus     Deferred
-----------------            ------      -----      ------

Franklin Scivally              0          0          0
Jason Rite                     0          0          0


 ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the shares of Common Stock of Specialized Leasing, Inc. as of the
date of this disclosure, by (I) each person who is known by us to be the
beneficial owner of more than five percent (5%) of the issued and outstanding
shares of common stock, (ii) each of our directors and executive officers, and
(iii) all directors and executive officers as a group.


                          Shares            Percent
                          Beneficially      Of Total
                          Owned
                          ------------      --------
Name and Address
of Beneficial Owner

George White                 362,500          1.8%
75370 Fairway Drive
Indian Wells, CA 92210

Robert T. Yarbray            549,500          2.7%
46280 Manitou Drive
Indian Wells, CA 92210

Franklin Scivally         18,000,000          88 %
200 S. Hampton Hill Ct.
Tucson, AZ 85748

Donald Smallman              362,500          1.8%
11337 West Olive Drive
Avondale, AZ 85323

James Rather                 200,000          1  %
route 2, Box 9-A
Oliver Springs, TN 37840

Agata Gotova*                383,000
Kenneth Eade
1119 Harbor Hills Lane
Santa Barbara, CA 93109

Officers and
Directors as a Group      18,000,000          88%
------------------
                                                                             13
*Agata Gotova is the wife of our counsel, Kenneth Eade.  Out of the 383,000
owned, she owns 200,000 and Kenneth Eade owns 208,000.

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


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We lease our offices from Franklin Scivally, our president. In February, 2003,
we issued 18,000,000 shares of common stock to our president, Franklin
Scivally, in exchange for contributions to our business plan and for future
services.  We have not entered into any other related party transactions during
the last fiscal year.


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

 (a)  Financial Statements (included in Part II of this Report):

  Report of Independent Certified Public Accountant
  Financial Statements
  Balance Sheets
  Statement of Loss And Accumulated Deficit
  Statements of Cash Flows
  Statements of Stockholder's Equity
  Notes to Consolidated Financial Statements

  (b) Reports on Form 8-K:
      February 21, 2003

  (c) Exhibits
      None


 FINANCIAL STATEMENTS

 Report of Independent Certified Public Accountant dated July 12, 2003
 Financial Statements
 Balance Sheets
 Statement of Loss and Accumulated Deficit
 Statements of Stockholder's Equity
 Statements of Cash Flows
 Notes to Financial Statements

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


                           Independent Auditor's Report


Board of Directors and Stockholders
SPECIALIZED LEASING, INC.


                                                                             14
I have audited the accompanying balance sheet of SPECIALIZED LEASING, INC. (a
development stage company) as of March 31, 2003, and the related statements of
operations, stockholders' equity, and cash flows for the year then ended. These
financial statements are the responsibilities of the Company's management. My
responsibility  is to express an opinion on these financial statements based on
my audit.

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

In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of SPECIALIZED LEASING, INC. as
of March 31, 2003, and the results of its operations and its cash flows for the
year then ended in conformity with accounting principles generally accepted in
the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as going concern.  As discussed in Note 9,  the Company
is in development stage and has limited assets, limited working capital, and
has sustained losses during its development stage which together raise
substantial doubt about its ability to continue  as a going concern.
Management plans regarding those matters are also  described in Note 9.  The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

Rogelio G. Castro
---------------------------
Rogelio G. Castro
Certified Public Accountant
Oxnard, California
July 12, 2003
















                                                                             15


                           SPECIALIZED LEASING, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS

                                                       March 31,
                                                  2002          2003
                                                 ------        ------
ASSETS
Current Assets:
  Cash                                          $2,286        $ 1,908
  Lease Receivable                               2,581          2,472
  Loan Receivable                               13,830          9,280
  Prepaid Expenses                               4,200          4,200
  Deposit                                       25,355         17,434
                                                ------         ------
    Total Current Assets                        48,252         35,294
                                                ------         ------
Non-current Assets:
  Equipment (net)                                  253          1,052
  Lease Contracts                               54,343         45,145
                                                -------        -------
    Total Non-current Assets                    54,596         46,197
                                                -------        -------

TOTAL ASSETS                                  $102,848       $ 81,491
                                              ========       ========
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
    Accrued Expenses                                 -      $   9,800
                                                -------        -------
    Total Current Liabilities                        -          9,800
                                              ========       ========
Stockholders' Equity :
 Common stocks , $.001 par value
  Authorized shares; 100,000,000
  Issued and outstanding shares; 2,000,900
  and 20,442,650 respectively                   20,009         38,460
  paid in capital                              255,491        162,047
Subscriptions receivable                       (94,500)             -
Deficit accumulated during
 the devolvement stage                         (78,152)      (128,816)
                                              ---------        --------

Total Stockholders' Equity (Deficit)           102,848         81,491
                                              ---------        --------
TOTAL LIABILITIES AND
 STOCKHOLDERS' EQUITY (DEFICIT)              $ 102,848       $ 81,491
                                              ========       ========


         The accompanying notes are an integral part of these statements.


                                                                             16

                           SPECIALIZED LEASING, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                          STATEMENTS INCOME STATEMENT
                        FOR THE PERIOD FEBRUARY 24, 2000
                       (INCEPTION) THROUGH MARCH 31, 2003


                                For the      For the      February 24, 2000
                                year ended   year ended  (inception)
                                March 31,    March 31,    through
                                2002         2003         March 31, 2003
                                ----------   ----------   ------------------
Income                           $ 9,958      $9,281        $  24,569
                                ----------   ----------   ------------
      Total  Income                9,958       9,281           24,569
Operating Expenses
    General and Administrative    39,683      59,945           134,935
                                ----------   ----------   ------------
      Total Expenses              39,683      59,945           134,935
                                ----------   ----------   ------------
Net income (loss)               $(29,725)   $(50,664)       $ (128,816)
                                ==========   ==========   ============
Basic Loss Per Share            $  (0.01)     $(0.00)
                                ==========   ========


         The accompanying notes are an integral part of these statements.




                           Specialized Leasing, Inc.
                         (A Development Stage Company)
                            Statements of Cash Flows
                  For the period February 24, 2000 (inception)
                             through March 31, 2003


                                               March 31,       March 31,
                                               2002            2003
                                               ---------       ---------
CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                     $(29,725)      $(50,664)
  Stocks issued for services                          -         18,507
  Depreciation                                       51             51
  Lease payment receivable                         (502)           109
  Loans receivable                                7,500          4,550
  Deposit on equipment                          (13,355)         7,921
  Prepaid expenses                               (2,700)             -
   Accrued expenses                                   -          9,800
                                               ---------       ---------
NET CASH USED BY OPERATING ACTIVITIES           (38,731)       ( 9,726)
                                                                             17
                                               ---------       ---------
CASH FLOWS FROM INVESTING ACTIVITIES

  Equipment purchase                                 -            (850)
                                               ---------       ---------
NET CASH USED BY INVESTING ACTIVITIES                -            (850)
                                               ---------       ---------
CASH FLOWS FROM FINANCING ACTIVITIES

  Lease contracts receivable                      2,517          9,198
  Common stocks sold                              6,500          1,000
  Stocks subscription receivable                  2,000              -
                                               ---------       ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES        11,017         10,198
                                               ---------       ---------
INCREASE (DECREASE) IN CASH                     (27,714)         ( 378)

BEGINNING CASH                                   30,000          2,286
                                               ---------       ---------
ENDING CASH                                      $2,286        $ 1,908
                                               =========       =========



         The accompanying notes are an integral part of these statements.


                           Specialized Leasing, Inc.
                         (A Development Stage Company)
                     Statement of Stockholders' Equity
                 For the period  February 24, 2000 (inception)
                             through March 31, 2003

<TABLE>
<S>                             <C>             <C>             <C>         <C>              <C>
                               Number                                                      Deficit
                               of              Common          Paid        Stock           Accumulated
                               Shares          Stock           In          Subscription    During
                               Outstanding     at Par Value    Capital     Receivable      Development
                                                                                             Stage
                               -----------     ------------    -------     ------------    ------------
Stock issued at inception
 for services                   1,900,000       $  19,000       $   -        $      -        $    -

Net loss - March 31, 2000                                                                   (19,000)
                               -----------     ------------    -------     ------------    ------------
Balance at March 31, 2000       1,900,000          19,000           -               -       (19,000)

Stock issued for cash              61,400             614     152,886

Common stock subscribed            38,600             386      96,114         (96,500)

Net loss - March 31, 2001                                                                   (29,427)
                               -----------     ------------    -------     ------------    ------------
Balance at March 31, 2001       2,000,000          20,000     249,000         (96,500)      (48,427)

Reduction of Stock subscription                                                 2,000

Stock issued for cash                 500               5       2,495

Stock issued for cash                 400               4       3,996

                                                                             18

Net loss - March 31, 2002                                                                   (29,725)
                               -----------     ------------    -------     ------------    ------------

Balance at March 31, 2002       2,000,900       $  20,009    $255,491      $ (94,500)      $(78,152)

Stocks issued for cash                850              1          999

Stock retired                      (9,150)                    (94,500)        94,500

Stocks issued for services     18,450,050         18,450           57

Net loss - March 31, 2003                                                    (50,664)
                               -----------     ------------    -------     ------------    ------------
Balance at March 31, 2003      20,442,650      $  38,460     $162,047      $       -       $(128,816)
                               ===========     ============  =========     ============    ============
</TABLE>

         The accompanying notes are an integral part of these statements.



                           SPECIALIZED LEASING, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2003

 NOTE 1.   BUSINESS ACTIVITY - The Company was incorporated under the laws of
the state of Nevada on February 24, 2000. The purpose for which the Corporation
is organized is to engage in any lawful act or activity for which a corporation
may be organized under the General Corporation Law of the State of Nevada
including, without limitation, to engage in computer leasing business. The
Company has been in the development stage since its formation on February 24,
2000.

NOTE  2.  SIGNIFICANT ACCOUNTING POLICIES - Company uses the accrual method of
accounting. Revenues and directly related expenses are recognized in the period
when lease contracts are entered into with customers. The Company considers all
short term, highly liquid investments that are readily convertible, within
three months, to known amounts as cash equivalents. The Company currently has
no cash equivalents. Loss per share - Net loss per share is provided in
accordance with Statement of Financial Accounting Standards No. 128 "Earnings
Per Share". Basic loss per share reflects the amount of losses for the period
available to each share of common stock outstanding during the reporting
period, while giving effect to all dilutive potential common shares that were
outstanding during the period, such as stock options and convertible
securities. As of March 31, 2003, the Company had no issuable shares qualified
as dilutive to be included in the earnings per share calculations.

Depreciation - The cost of property and equipment is depreciated over the
estimated useful lives of the related assets. The cost of leasehold
improvements is depreciated (amortized) over the lesser of the length of the
related assets or the estimated lives of the assets. Depreciation is computed
on the straight-line method for reporting purposes and for tax purposes.
Estimates: The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.

                                                                             19
NOTE 3 - DIRECT FINANCE LEASES - Lease contracts, which meet the criteria
specified in the Statements of Financial Accounting Standards (SFAS) No. 13,
"Accounting for Leases, " are classified as direct finance leases. Direct
finance leases are recorded upon acceptance of the equipment by the customer.
Unearned lease income represents the excess of the gross lease receivable and
estimated residual value over the equipment cost. Unearned lease income is
recognized as revenue over the lease term at a constant rate of return on the
net investment in the lease.

NOTE 4.  PROPERTY AND EQUIPMENT - The Company capitalizes the purchased and
fixtures for major purchases in excess of $300 per item. Capitalized amounts
are depreciated over the useful life of the assets using the straight-line
method of depreciation. The following is a summary of property and equipment at
cost, less accumulated depreciation:
                                          March 31,
                                      2003       2002
                                     ------     ------
Furniture and equipment              $1,205       $355
Less accumulated depreciation          (153)     (102)
                                     ------     ------
Total                                $1,052       $253
                                     ======     ======

NOTE 5.  RELATED PARTY TRANSACTIONS - The Company issued shares of common
stocks in lieu of cash to officers for services rendered related as related to
the formation of the Company during the period from inception February 24, 2000
through March 31, 2000. The shares were issued at par value.

The Company leases its administrative offices on a month-to-month basis from an
officer of the company.  Total rent expense were $9,600 and $11,000 for the
years ended March 31, 2003 and 2002, respectively.

NOTE 6.  INCOME TAXES - The Company records its income taxes in accordance with
Statement of Financial Accounting Standard No. 109, "Accounting for Income
Taxes". The Company incurred net operating losses since its inception on
February 24, 2000 through March 31, 2003 resulting in a deferred tax asset.

The Company's total deferred tax assets as of March 31, 2003
is as follows:

  Net operating loss carry-forward        $ 43,797
  Valuation allowance                      (43,797)
                                            ------
                                          $     -
                                            ======

The difference between the income tax benefit in the accompanying statements of
operations and the amount that would result if the Federal statutory rate of
34% were applied to pre-tax loss is as follows for the year ended March 31,
2003:




                                                                             20

  Income tax benefit at statutory rate    $ 26,572
  Valuation allowance                      (26,572)
                                            -----
                                          $     -
                                          =========

The net operating loss carry forward of $128,816 for federal tax purposes will
expire in year 2023.


NOTE 7.  FUTURE  MINIMUM LEASE PAYMENTS - Future minimum lease payments to be
received by the Company on the direct finance leases as of March 31, 2003 are
as follows:
               Years Ending  March 31,
                               2004      $17,486
                               2005        1,274
                                          ------
Total                                    $18,760
                                         =======

NOTE 8.  REVERSE STOCK SPLIT

In January, 2003, the board of directors approved a 1-for-10 reverse stock
split of the company's outstanding common stock.  The shares of common stock
have been retroactively restated in the financial statements for all periods
presented.

NOTE 9.  GOING CONCERN

The Company incurred a net loss from operations of $50,664 for the year ended
March 31, 2003 and has accumulated deficit of $128,816 during its development
stage period.  These factors raise substantial doubt about the Company's
ability to continue as going concern.  The Company seeks to raise operating
capital through private and public placements of its common stock.  However,
there can be no assurance that such offering or negotiations will be
successful.

                                    SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, there unto duly authorized.

 SPECIALIZED LEASING, INC.

 Franklin Scivally
 -----------------------------------------
 FRANKLIN SCIVALLY, President and Director
 Date: July 15, 2003

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

                                                                             21
 Jason Rite
 -----------------------------------------
 Jason Rite, Chief Financial Officer/Director
 Date: July 15, 2003




                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                            AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Specialized Leasing, Inc. on Form
10-KSB for the period ended March 31, 2003, as filed with the Securities and
Exchange Commission on the date hereof, the undersigned certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that to the best of my knowledge:

1. The report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

2. The information contained in the report fairly presents, in all material
respects, the financial condition and results of the Company.


 Dated: July 15, 2003                Franklin Scivally
                                     --------------------------
                                     Franklin Scivally,
                                     Chief Executive Officer



 Dated: July 15, 2003                 Jason J. Rite
                                     ------------------------
                                      CFO/Treasurer


                                CERTIFICATION
                            PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

I, Franklin Scivally, certify that:

1. I have reviewed this report on Form 10-KSB of Specialized Leasing, Inc.

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

3. Based on my knowledge, the financial statements, consolidated financial
statements and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations
                                                                             22
and cash flows of the registrant as of, and for, the year ending March 31,2003,
as presented in this report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including any subsidiaries, is made
known to us by others within those entities, particularly during the period in
which this report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this report
(the "Evaluation Date"); and

c) presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function;

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

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

Date: July 15, 2003

Franklin Scivally
-----------------
Franklin Scivally,
Chief Executive Officer


                                 CERTIFICATION
                            PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

I, Jason J. Rite, certify that:

                                                                             23
1. I have reviewed this report on Form 10-KSB of Specialized Leasing, Inc.

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

3. Based on my knowledge, the financial statements, consolidated financial
statements and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the year ending March 31,2003,
as presented in this report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including any subsidiaries, is made
known to us by others within those entities, particularly during the period in
which this report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this report
(the "Evaluation Date"); and

c) presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function);

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

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

Date: July 15, 2003



                                                                             24

Jason J. Rite
------------------------
Jason J. Rite
Chief Financial Officer





































                                                                             25