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, 2002

                           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


      79811 "A" Country Club Drive
      Bermuda Dunes, California                                    92201
(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, 2002 were $0  The
aggregate market value of the voting stock (which consists solely of shares of
<PAGE>
Common Stock) held by non-affiliates of the issuer as of March 31, 2002, as
arbitrarily determined by the board of directors, was approximately $2,009,000.

As at March 31, 2002, there were 20,009,001 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

<PAGE>

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

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


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 79811 "A" Country Club Drive,
Bermuda Dunes, California; telephone: (800) 929-6147. Specialized is ready to
begin its plan of operations to lease computer systems and accessories to
professionals in select fields.

The beginning emphasis will be leasing to Real Estate professionals, then to
Dentists and Doctors. Specialized has an exclusive agreement with
ComputerXpress, Inc., a publicly held company which trades on the NQB pink
sheets under the trading symbol CPXP, to supply products to its lease customers
at wholesale prices currently available to ComputerXpress. ComputerXpress, Inc.
has also agreed to refer lease customers to Specialized.


                                     BUSINESS

                                    In General

Specialized.  Specialized Leasing, Inc. is, as our name suggests, 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 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
<PAGE>
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 ComputerXpress.

The relationship with ComputerXpress.com 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 ComputerXpress.com in order to service our lease clients.


ComputerXpress.com 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 ComputerXpress 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 ComputerXpress for consultation
on obtaining a custom package. Once the package is agreed upon and a price
established, the ComputerXpress 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 ComputerXpress. Specialized would pay ComputerXpress 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 ComputerXpress for it to act as sales agent for returned
equipment. ComputerXpress is responsible for marketing and selling costs and
will share in the sales proceeds on a 50/50 basis.

<PAGE>
                                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
ComputerXpress.com, 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
<PAGE>
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
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
<PAGE>
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 no revenue, and has limited assets and
experience.

                               Business Development

Specialized Leasing is not a get rich quick scheme. It 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, ComputerXpress.com.


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 ComputerXpress.com sales rep. 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
<PAGE>
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
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 1,000 square
feet of office space from Desert Corporate Services, Inc., a company on which
Secretary Robert T. Yarbray serves as officer and director, on a month to month
oral lease for the sum of $400 per month. Specialized Leasing considers its
office space to be sufficient for its needs.

ITEM 3. LEGAL PROCEEDINGS

None.
<PAGE>
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" since June, 2002.

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


  Period Reported                     Average High Bid   Average Low Bid
  ---------------------------         ----------------   ---------------
  Quarter ended June 30, 2002            $  0                $    0


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

<PAGE>
 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
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, 2002 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 just commenced
operations. Specialized Leasing is engaged in the business of leasing computer
equipment to real estate professionals. Specialized Leasing's common stock is
not listed on any recognized exchange or quoted on any quotation medium. There
can be no assurance that its common stock will ever develop a market.

 <PAGE>
                            General Plan of Operations

Specialized Leasing is a development stage corporation, which has not just
begun its planned operations of engaging in the business of leasing computer
systems and accessories.

There can be no assurance that Specialized Leasing will be successful in
raising any capital from this offering, which capital is essential to begin 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
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.


                              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, 2002 was
$29,725, compared to a net loss of $29,427 for the comparable period of 2001.
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, 2002, we had  $2,286 cash on hand and total current liabilities
of $0.  We have no material commitments.  We believe that our current cash
needs for at least the next twelve months can be met by private placements of
our common 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, 200& 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.
<PAGE>
 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:

George R. White,   52..............Director, President, CEO & CFO

Robert T. Yarbray, 58..............Director, Secretary

James S. Keating,  64..............Director, Vice President

Russell Nordstrom, 48..............Director

Brent Wipp,        38 .............Director

George R. White, CPA. Mr. White is President, Chief Executive Officer and Chief
Financial Officer of Specialized. He will be responsible for all affairs of
Specialized, including accounting. Mr. White is a graduate of the University of
British Columbia and has been a Chartered Accountant in Canada for the past
twenty-six years, fifteen of those years as Vice President of Finance of Cooper
Market Ltd., the largest supermarket chain in the interior of British Columbia.
He left that position in August of 2000 to work full time as CEO of Specialized
Leasing, Inc. He and his wife reside full time in Indian Wells, California.

Robert T. Yarbray. Mr. Yarbray is Secretary of Specialized. Mr. Yarbray is a
licensed California Real Estate Broker. For the past eight years he has owned
and operated, RTY Investment Properties in Bermuda Dunes, California. Educated
in Business Administration and Marketing, he brings thirty-seven years of
management experience to Specialized. He and his wife also reside in Indian
Wells, California.

James S. Keating.  Mr. Keating, Director, is a career officer and pilot in the
USAF, with combat and high-level staff experience, Colonel Keating retired
after 26 years service. He then spent 13 years with Northrop Corporation as
Director of International Marketing and Manager of Customer Relations for their
Aircraft Division. Following his second retirement, Colonel Keating formed his
own company "Jay Stanley Sales and Marketing" and for the past six years has
successfully consulted on international fighter aircraft sales. He did his
<PAGE>
undergraduate work at the University of Nebraska, Omaha and holds a MBA from
Golden Gate University.  He is a graduate of the Air War College. He also
resides in Indian Wells, California.

Michael Campbell.  Mr. Campbell, Director, is a full time Real estate Broker,
C.R.S. in Arizona with sixteen years experience in management with Coldwell
Banker Success, Southwest, Tucson. He graduated with honors from Regis
University, Denver, CO in 1967 earning a BA in English Literature and
Philosophy.  Postgraduate honors were earned at California State University,
Northridge, Master of Arts, 1974 and the University of Arizona, Tucson, Master
of Fine Arts, 1984.

Russell Nordstrom. Mr. Nordstrom, Director, is President of National Investors
Council, LLC(NIC) a private investor relations company. NIC was formed in 1987,
and represents small public companies both on the Bulletin Board, NASDAQ, and
American Stock Exchanges.

Mr. Nordstrom attended Franklin College in Indiana where in 1973 he earned a
Bachelor of Arts degree in Journalism. He earned his Masters degree in 1981.
Mr. Nordstrom's investment newsletter, Skip Nordstrom's Growth Stock
Newsletter, can be seen on the Internet.

Brent Wipp. Mr. Wipp, Director, is the comptroller of Alpine Credits Ltd. of
Surrey, B.C. Alpine Credits Ltd. is a home equity loan company that also owns
other loan companies in Canada. He has extensive education in Mortgage Lending
and Mortgage Brokerage and is an alumnus of the University of British Columbia.
He has sixteen years experience managing both large and small loan and leasing
accounts. Mr. Wipp is currently a licensed Mortgage Broker. He remains employed
by Alpine Credits, Ltd., in British Columbia and Alberta, Canada.

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, 2002. 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.

<PAGE>

                               Annual Compensation

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

George White                   0          0          0
James Keating                  0          0          0
Michael Campbell               0          0          0
Russell Nordstrom              0          0          0
Brent Wipp                     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(1), 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     Percent
                          Beneficially      Before      After
                          Owned             Offering    Offering
                          ------------      --------    --------
Name and Address
of Beneficial Owner
-------------------
George White               3,625,000         18.13%       14.5%
75370 Fairway Drive
Indian Wells, CA 92210

Robert T. Yarbray          3,625,000         18.13%       14.5%
46280 Manitou Drive
Indian Wells, CA 92210

Michael Campbell             100,000           0.5%         4%
5119 Moonstone Dr.
Tucson, AZ 85750

Russell Nordstrom            100,000           0.5%         4%
1501 Westcliff #305
Newport Beach, CA 92660

James Keating                100,000           0.5%         4%
75582 Debbie Lane
Indian Wells, CA 92210
Brent Wipp                   100,000           0.5%         4%

Franklin Scivally          3,625,000         18.13%      14.5%
200 S. Hampton Hill Ct.
Tucson, AZ 85748
<PAGE>

Donald Smallman            3,625,000         18.13%      14.5%
11337 West Olive Drive
Avondale, AZ 85323

James Rather               2,000,000            10%         8%
route 2, Box 9-A
Oliver Springs, TN 37840

Agata Gotova*              2,000,000           10%         8%
1119 Harbor Hills Lane
Santa Barbara, CA 93109

Directors as a Group       7,650,000         38.26%     30.6%


*Agata Gotova is the wife of our counsel, Kenneth Eade


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We lease our offices from Desert Corporate Services, a company whose management
and ours includes Robert T. Yarbray.  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:

  (c) Exhibits
      None

 FINANCIAL STATEMENTS

 Report of Independent Certified Public Accountant dated
 Financial Statements
 Balance Sheets
 Statement of Loss and Accumulated Deficit
 Statements of Stockholder's Equity
<PAGE>
 Statements of Cash Flows
 Notes to Financial Statements

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

                           Independent Auditor's Report



Board of Directors and Stockholders
SPECIALIZED LEASING, INC.

We have audited the accompanying balance sheet of SPECIALIZED LEASING, INC. (a
development stage company) as of March 31, 2002, and the related statements of
operations, stockholders' equity (deficit), and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility  is to express an opinion on these financial
statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of SPECIALIZED LEASING, INC. as
of March 31, 2002, 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 7,  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 7.  The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

Rogelio G. Castro
Certified Public Accountant

Oxnard, California
July 8, 2002


<PAGE>

                           Specialized Leasing, Inc.
                         (A Development Stage Company)
                                 Balance Sheets


                                                       March 31,
                                                  2002          2001
                                                 ------        ------
ASSETS
Current Assets:
  Cash                                          $2,286        $30,000
  Lease Receivable                               2,581          2,079
  Loan Receivable                               13,830         21,330
  Prepaid Expenses                               4,200          1,500
  Deposit                                       25,355         12,000
                                                 ------        ------
    Total Current Assets                        48,252         66,909
                                                 ------        ------
Non-current Assets:
  Equipment (net)                                  253            304
  Lease Contracts                               54,343         56,860
    Total Non-current Assets                    54,596         57,164

TOTAL ASSETS                                  $102,848       $124,073

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
                                                     -              -
    Total Current Liabilities                        -              -
Stockholders' Equity (Deficit):
 Common stocks , $.001 par value
  Authorized shares; 50,000,000
  Issued and outstanding shares; 20,009,000
  and 20,000,000 respectively

Paid in capital                                275,500        269,000
Subscriptions receivable                       (94,500)       (96,500)
Deficit accumulated during
 the devolvement stage                         (78,152)       (48,427)

Total Stockholders' Equity (Deficit)           102,848        124,073

TOTAL LIABILITIES AND
 STOCKHOLDERS' EQUITY (DEFICIT)               $102,848       $124,073






<PAGE>
                           Specialized Leasing, Inc.
                         (A Development Stage Company)
                                Income Statement
                        For the period February 24, 2000
                       (inception) through March 31, 2002


                                For the      For the      February 24, 2000
                                year ended   year ended  (inception)
                                March 31,    March 31,    through
                                2002         2001         March 31, 2002
                                ----------   ----------   ------------------
Income                           $ 9,958      $5,330        $   9,958
      Total  Income                9,958       5,330            9,958

Operating Expenses
    General and Administrative    39,683      34,757           88,110
                                ----------   ----------   ------------------
      Total Expenses              39,683      34,757           88,110
                                ----------   ----------   ------------------
Net income (loss)               $(29,725)   $(29,427)       $ (78,152)
                                ==========   ==========   ==================
Basic Loss Per Share            $  (0.00)     $(0.00)
                                ==========   ==========



                           Specialized Leasing, Inc.
                         (A Development Stage Company)
                                   Cash Flow
                  For the period February 24, 2000 (inception)
                             through March 31, 2002


                                               March 31,       March 31,
                                               2002            2001
                                               ---------       ---------
CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                     $(29,725)      $(29,427)
  Stocks issued for services                          -              -
  Depreciation                                       51             51
  Lease payment receivable                         (502)        (2,079)
  Loans receivable                                7,500        (21,330)
  Deposit on equipment                          (13,355)       (12,000)
  Prepaid expenses                               (2,700)        (1,500)
                                               ---------       ---------
NET CASH USED BY OPERATING ACTIVITIES           (38,731)       (66,285)
                                               ---------       ---------
CASH FLOWS FROM INVESTING ACTIVITIES

<PAGE>

  Equipment purchase                                              (355)
                                               ---------       ---------
NET CASH USED BY INVESTING ACTIVITIES                             (355)
                                               ---------       ---------
CASH FLOWS FROM FINANCING ACTIVITIES

  Lease contracts receivable                      2,517        (56,860)
  Common stocks sold                              6,500        153,500
  Stocks subscription receivable                  2,000              -
                                               ---------       ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES        11,017         96,640
                                               ---------       ---------
INCREASE (DECREASE) IN CASH                     (27,714)        30,000

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




                           Specialized Leasing, Inc.
                         (A Development Stage Company)
              Statement of Stockholders' Equity (Deficit)
                 For the period  February 24, 2000 (inception)
                             through March 31, 2002

<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                  19,000,000    $  19,000       $   -     $      -        $     -

Net loss - March 31, 2000
Balance at March 31, 2000      19,000,000       19,000           -            -              -

Stock issued for cash             614,000          614     152,886

Common stock subscribed           386,000          386      96,114      (96,500)

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

Reduction of Stock subscription                                           2,000

Stock issued for cash               5,000           50       2,450

Stock issued for cash               4,000            4       3,996

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

Balance at March 31, 2002      20,009,000    $  20,054    $ 255,446   $ (94,500)      $(78,152)
</TABLE>
<PAGE>



                           Specialized Leasing, Inc.
                         (A Development Stage Company)
                  Notes to Financial Statements March 31, 2002

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
The 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, 2002, 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. Year-end:  The fiscal year-end of the company is March 31st.

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
<PAGE>

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:

Furniture and equipment                               $355
Less accumulated depreciation                       (  102)
                                                      ----
  Total                                               $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 for the year ended March 31, 2002
was $11,000.

NOTE 6.  FUTURE  MINIMUM LEASE PAYMENTS
Future minimum lease payments to be received by the Company on the direct
finance leases as of March 31, 2002 are as follows:

               Years Ending  March 31,
                             2003      $36,852
                             2004       17,486
                             2005        1,274
                                        -------
     Total                             $55,973
                                        =======

NOTE 7.  GOING CONCERN

The Company incurred a net loss from operations of $29,725 for the year ended
March 31, 2002 and has accumulated deficit of $78,152 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.

NOTE 8.  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, 2002 resulting in a deferred tax asset.

<PAGE>
                                    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.

 Robert T. Yarbray
 -----------------------------------------
 ROBERT T; YARBRAY, President and Director
 Date: June 26, 2002

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.

 George R. White
 -----------------------------------------
 George R. White, Chief Financial Officer
 Date: June 26, 2002


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.

James Keating
------------------------------------
JAMES KEATING, Director
Date: June 26, 2002

Michael Campbell
------------------------------------
MICHAEL CAMPBELL, Director
Date: June 26, 2002

Russell Nordstrom
------------------------------------
RUSSELL NORDSTROM, Director
Date: June 26, 2002


Brent Wipp
------------------------------------
BRENT WIPP, Director
Date: June 26, 2002




<PAGE>