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

                           Form 10-KSB

[X  Annual Report Pursuant to Section 13 or 15(d) of the
]   Securities Exchange Act of 1934

    For the Fiscal Year Ended December 31, 2001

[   Transition Report Pursuant to Section 13 or 15(d) of the
]   Securities Exchange Act of 1934

    For the Transition Period from __________ to

Commission File Number 000-33239


                     BLUESTAR LEASING, INC.
         (Name of small business issuer in its charter)

            Nevada                         88-0485488
(State or other jurisdiction of  (I.R.S. employer identification
incorporation or organization)               number)

 500 N Rainbow Blvd, Ste 300,                 89107
         Las Vegas, NV
(Address of principal executive            (Zip code)
           offices)

Issuer's telephone number: (206) 612-4399

Securities Registered Pursuant to Section 12(b) of the Act: NONE

      Title of each class        Name of each exchange on which
                                           registered





Securities Registered Pursuant to Section 12(g) of the Act:

                             COMMON
                        (Title of class)


                        (Title of class)



PAGE-1-



Check  whether  the issuer (1) filed all reports required  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
amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year. $0

State  the  aggregate market value of the voting  and  non-voting
common equity held by non-affiliates computed by reference to the
price at which the common equity was sold, or the average bid and
asked  price of such common equity, as of a specified date within
the  past 60 days. (See definition of affiliate in Rule 12b-2  of
the Exchange Act.) N/A

Note:  If  determining  whether a person  is  an  affiliate  will
involve  an  unreasonable  effort and  expense,  the  issuer  may
calculate the aggregate market value of the common equity held by
non-affiliates  on  the basis of reasonable assumptions,  if  the
assumptions are stated.

State  the  number of shares outstanding of each of the  issuer's
classes  of  common  equity, as of the latest  practicable  date.
6,250,000

               DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly
describe  them  and identify the part of the Form  10-KSB  (e.g.,
Part  I,  Part II, etc.) into which the document is incorporated:
(1)  any  annual  report to security holders; (2)  any  proxy  or
information  statement; and (3) any prospectus filed pursuant  to
Rule  424(b)  or  (c) of the Securities Act of 1933  ("Securities
Act").  The  listed  documents should be  clearly  described  for
identification purposes (e.g., annual report to security  holders
for fiscal year ended December 24, 1990).

Transitional Small Business Disclosure Format (Check one): Yes [
] No [X]

                   FORWARD LOOKING STATEMENTS

This Annual Report contains forward-looking statements about  our
business,  financial  condition and prospects  that  reflect  our
management's   assumptions  and  beliefs  based  on   information
currently  available.   We  can  give  no  assurance   that   the
expectations indicated by such forward-looking statements will be
realized.   If any of our assumptions should prove incorrect,  or
if   any   of   the  risks  and  uncertainties  underlying   such
expectations   should  materialize,  BlueStar  Leasing's   actual
results may differ materially from those indicated by the forward-
looking statements.

The key factors that are not within our control and that may have
a  direct  bearing  on  operating results include,  but  are  not
limited to, acceptance of our services, our ability to expand its
customer  base,  managements' ability to  raise  capital  in  the
future,  the  retention  of  key employees  and  changes  in  the
regulation of our industry.

There may be other risks and circumstances that management may be
unable  to  predict.  When used in this Report,  words  such  as,
"believes,"    "expects,"  "intends,"   "plans,"   "anticipates,"
"estimates" and similar expressions are intended to identify  and
qualify forward-looking statements, although there may be certain
forward-looking  statements not accompanied by such  expressions.
However, the forward-looking statements contained herein are  not
covered  by  the  safe  harbors created by  Section  21E  of  the
Securities Exchange Act of 1934.



PAGE-2-



PART I

ITEM 1.  BUSINESS.

A.     Business Development and Summary

We were formed as a Nevada Corporation on January 31, 2001, under
the  name  BlueStar Leasing, Inc.  Our articles of  incorporation
authorize us to issue up to 20,000,000 shares of common stock  at
a par value of $0.001 per share and 5,000,000 shares of preferred
stock  at  par  value.  We have never been  the  subject  of  any
bankruptcy  or  receivership action.  We  have  had  no  material
reclassification, merger, consolidation, or purchase or sale of a
significant  amount  of  assets outside the  ordinary  course  of
business.

B.     Business of Issuer

1) Principal services and markets

Our Services

BlueStar Leasing's objective is to assist small- and medium-sized
businesses with non-prime credit ratings, as determined by credit
report  agencies,  obtain financing for equipment  purchases.   A
company    with   non-prime   credit,   while   sometimes    used
interchangeably  with  sub-prime  credit,  is  defined   by   our
management team as a borrower with a limited operating or  credit
history.   On the other hand, we define an entity with  sub-prime
credit as a potential borrower with a poor credit history,  whose
business  has  deteriorated or its financial liquidity  has  been
reduced.   BlueStar Leasing is not in the business  of  financing
high-risk  borrowers, but rather small to mid-sized  corporations
that are less established as previously stated above.

We  intend  to provide lease financing as a conduit by developing
relationships   with   equipment   manufacturers,   dealers   and
retailers, as well as financial institutions, to originate leases
for clients.  We will fund lease transactions with our assets, if
possible,  and intend to re-sell individual leases or a portfolio
of   leases  to  larger  institutional  lenders  such  as  banks,
financial   institutions  and  finance  companies.   Leases   are
actively traded and syndicated amongst various types of financial
institutions.   We intend to make a profit on the spread  between
the rate at which we finance a lease transaction and the rate  at
which we sell the lease.  For example, we may extend credit under
a lease with an imputed interest rate of 15% and re-sell the same
lease  to  another  lender with a 12%  interest  rate.   We  will
typically  collect the spread between the two rates up-front  and
in  a lump sum when we re-sell the lease.  We will also act as  a
lease  broker between a borrower and lender and earn a spread  or
commission, depending upon the terms of the negotiation, on  each
lease  transaction.  Under a brokerage transaction, we  will  not
use  our assets to extend credit at all.  Additionally, to offset
part  of  our  risk in extending credit to those with  less  than
perfect credit histories, we will extend credit at interest rates
higher than those offered to those with better credit histories.

Our Market

The equipment financing industry in the United States includes  a
wide  range of entities that provide funding for the purchase  of
equipment.  Just a few years ago, few small-business owners  used
leasing as a tool to expand their capital base. Considered micro-
ticket,  equipment  often  required by  small-  and  medium-sized
businesses can cost as much as $250,000.  Such equipment includes
commercial  and heavy equipment, furniture and computer  hardware
and  software.  Few businesses have cash on hand to purchase this
type  of equipment outright.  It was usually large, Fortune  500-
type companies that accounted for the lion's share of activity in
the  leasing  industry.  It is in the opinion of  our  management
that  leasing is a viable alternative to procure equipment needed
for growth in any size and type of business.

The non-prime credit market, in which we seek to establish a base
of  operations,  is  comprised of borrowers, generally,  who  are
deemed to be relatively high credit risks due to various factors.
These  factors include, among other things, the manner  in  which
they  have handled previous credit, the absence or limited extent
of   prior   credit  history  and  limited  financial  resources.
Consequently,  non-prime  leases and  related  finance  contracts
involve  a higher degree of risk of default and greater servicing
and  collection  costs.   The failure of our  customers  to  make
scheduled payments under their finance contracts could require us
to  make payments in connection with the recourse portion of  our
borrowings  or  forfeit cash collateral pledged  as  security  in
connection with those borrowings.



PAGE-3-



2) Distribution methods of the products or services

Our  strategy  is  to  establish a base of  operations,  generate
repeat  business and to establish recognition and  acceptance  of
our business.  Our strategy includes the following key elements:

  1.    Introducing financing products that attract  and  satisfy
     clients,

  2.   Forming strategic alliances and

  3.   Building our brand equity.

Introducing financing products to attract and satisfy clients

The high cost of purchasing and operating business equipment is a
burden  for small- and medium-sized businesses.  These  companies
typically   have  difficulty  obtaining,  much  less  allocating,
working  capital.   BSL intends to provide  business  owners  the
ability to finance needed equipment.  We believe a gap exists  in
the  market  for  leasing  options  to  businesses  that  lack  a
sufficient credit history or may have a less than perfect  credit
history,  as determined by the various credit reporting agencies.
We  believe many potential customers that have been denied credit
by  larger lenders still present good credit risks.  Our goal  is
to  partner  with equipment manufacturers and their  distribution
chain to finance the business owner who would otherwise be unable
to obtain the equipment needed to grow.

Forming strategic alliances

We  will pursue strategic alliances with equipment manufacturers,
distributors  and retailers who have established  operations  and
expertise.    We  also  intend  to  develop  relationships   with
financial   institutions  that  could  provide  added   contacts,
experience  and financing products.  We believe that these  joint
venture  relationships, if successful,  will  allow  us  to  gain
additional  insight, expertise and penetration in  markets  where
joint  venture  partners already operate, and  may  increase  our
revenue and income growth.  We have not signed any specific joint
venture  agreements,  and  we  cannot  guarantee  you  that   any
agreements will be affected, or if affected, will be successful.

Building our brand equity

We  believe that building awareness of the BlueStar Leasing brand
is  important  in  establishing a customer base.   We  intend  to
aggressively  market and advertise to foster  brand  recognition.
With  appropriate networking, advertising and marketing, we  plan
to  put  our Company in a position to attract clients.  We cannot
assure  you  that  we  will  be  successful  in  attracting   and
subsequently  retaining customers.  If we  fail  to  attract  and
retain  customers,  we  would be unable to generate  revenues  to
support continuing operations.

We  plan  to  utilize print and other mass media  advertising  to
expand  brand  awareness when we become cash  flow  positive,  of
which there can be no guarantee.  We expect that we may advertise
in  regional or local newspapers and radio, which will  serve  to
generate  brand-name  recognition.   Radio  advertising  can   be
effective,  but  is  also  expensive.   Therefore,  in  order  to
optimize  money  spent  on radio, we will  concentrate  on  those
stations that target small- and medium-sized business owners  and
employees.   We expect to maintain a modest advertising  presence
in local newspapers.

4) Competition

We  operate  in  a highly competitive market and compete  with  a
variety of organizations that offer services similar to those  we
offer.   The  key to surviving in our market is  to  be  able  to
generate a sustained volume of quality leasing opportunities.  We
will  attempt to originate the transactions, and intend to  focus
on  having  the  ability  to close such  transactions.   We  will
accomplish this through the relationships we intend on developing
with   equipment  vendors.   As  banks  and  bank-owned   leasing
companies  continue  to tighten their credit  criteria,  we  will
create  a market for businesses that are just no longer  a  "fit"
for  regulated lenders, as defined by credit scores  reported  by
credit rating agencies.

We will compete for customers with a number of national, regional
and  local banks and finance companies.  Management believes that
our  competitors  will also include equipment manufacturers  that
lease  or  finance  the sale of their own  products.   While  the
market   for   micro-ticket  financing  has  traditionally   been
fragmented,  we could also be faced with competition from  small-
or  large-ticket leasing companies that could use their expertise
in  those  markets  to  enter  and compete  in  the  micro-ticket
financing  market.   Our competitors in some  instances  will  be
larger,  more  established companies, some of which  may  possess
substantially   greater  financial,  marketing  and   operational
resources than we do, including a lower cost of funds and  access
to  capital  markets and to other funding sources  which  may  be
unavailable  to  us.   To  the extent  we  lose  clients  to  our
competitors, our future operating performance could be materially
and adversely affected.



PAGE-4-



8) Government Approval of Principal Services

The  primary regulations that may impact our activities under our
current  plan consist of the maximum interest rate  that  we  may
charge  customers and our right to repossess and sell collateral.
We  may  also  be  subject to examination by  federal  and  state
regulatory  authorities with respect to originating,  processing,
underwriting, selling and servicing loans.  In addition,  aspects
of  our business might be subject to extensive federal and  state
regulation  under,  including but not limited  to  the  Truth-in-
Lending  Act; the Equal Credit Opportunity Act; the Home Mortgage
Disclosure  Act; the Community Reinvestment Act;  the  Electronic
Funds Transfer Act; the Real Estate Settlement Practices Act; and
the Fair Credit Reporting Act.

9) Effect of existing or probable governmental regulations on the
business

We  believe  that  we  will be able to  comply  in  all  material
respects with any applicable governing laws and regulations.   We
are  not  aware of any probable government regulations  that  may
adversely affect our business.

12) Number of total employees and number of full time employees

We  presently have 2 part-time employees, Christopher R. Secreto,
President of BlueStar Leasing, and Ronald A. Davis, Secretary  of
BSL.  Mr. Secreto dedicates approximately 25% of his time to  our
operations, while Mr. Davis commits approximately 50% of his time
to  BSL.   Our  employees  are not represented  by  a  collective
bargaining agreement, and we believe that our relations with  our
employees are good.

We  intend  to  recruit  management and  salespeople  with  lease
financing   experience,   as  operations   permit   or   dictate.
Salespeople,  in  general, are compensated  with  commission-only
compensation structures and do not receive any salary.   We  also
intend  to  recruit additional management with existing  customer
and  lease financing relationships, in an effort to generate cash
flow.

C.     Reports to Security Holdings

(1)  Annual reports

Although  BSL  has  not  been  required  to  do  so,  we   intend
voluntarily to deliver annual reports to security holders.   Such
annual reports will include audited financial statements.

(2)  Periodic reports with the SEC

As  of the date of this Registration Statement, we have not  been
filing  periodic reports with the SEC.  However, the  purpose  of
this  Registration  Statement  is to  become  a  fully  reporting
company  on  a  voluntary basis.  Hence, BSL will  file  periodic
reports  with  the  SEC  as  required  by  laws  and  regulations
applicable to fully reporting companies.

(3)  Availability of filings

The  public may read and copy any materials we file with the  SEC
at  the  SEC's  Public Reference Room at 450 Fifth Street,  N.W.,
Washington, D.C. 20549.  The public may obtain information on the
operation of the Public Reference Room by calling the SEC  at  1-
800-SEC-0330.   Additionally, the SEC maintains an Internet  site
(http://www.sec.gov) that contains reports, proxy and information
statements  and  other information regarding  issuers  that  file
electronically with the SEC.



PAGE-5-



ITEM 2.  PROPERTIES

Our  principal  offices are located at 500  North  Rainbow  Blvd,
Suite  300,  Las Vegas, NV 89107, telephone: (206) 612-4399.   We
are  leasing  the  office space pursuant  to  an  agreement  that
expires  in January 2002.  The agreement is subject to  automatic
annual renewal unless explicitly terminated by the parties.   The
monthly lease payment is $60, with certain services available for
additional  cost.  We believe that this arrangement  is  suitable
given  the  limited  nature of our current operations,  and  also
believe  that we will not need to lease additional administrative
offices  in  the next six to 12 months.  There are  currently  no
proposed  programs for the renovation, improvement or development
of the facilities we currently use.

We do not intend to renovate, improve, or develop properties.  We
are  not  subject  to  competitive conditions  for  property  and
currently  have  no property to insure.  We have no  policy  with
respect to investments in real estate or interests in real estate
and  no  policy  with  respect  to  investments  in  real  estate
mortgages.    Further,  we  have  no  policy  with   respect   to
investments  in  securities of or interests in persons  primarily
engaged in real estate activities.

ITEM 3.  LEGAL PROCEEDINGS

The Company is not subject to any legal proceedings.

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

Not applicable.









PAGE-6-



                             PART II

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

A.     Market information

There  is no established public trading market for our securities
and  a  regular trading market may not develop, or if  developed,
may   not   be  sustained.   A  shareholder  in  all  likelihood,
therefore,  will  not  be able to resell his  or  her  securities
should  he  or  she  desire  to do so when  eligible  for  public
resales.   Furthermore, it is unlikely that a lending institution
will accept our securities as pledged collateral for loans unless
a  regular trading market develops.  We have no plans, proposals,
arrangements,  or understandings with any person with  regard  to
the development of a trading market in any of our securities.

B.     Holders

As  of  August 31, 2001, we had approximately 87 shareholders  of
record.

As  of  August 31, 2001, there were 225,000 outstanding warrants.
The terms and holders of the warrants are as follows:

  Date            Holder            Underlying     Terms         Exercise
 Issued                               Shares                      Price
--------------------------------------------------------------------------
March 5,  NevWest Securities Corp.    225,00    Exercisable upon  $0.11
  2001    2654 W. Horizon Ridge Pkwy            issuance for       per
          Suite B-3                             a  period of      share
          Las Vegas, Nevada                     three years.
          89052

C.     Dividends

We have not declared any cash dividends on our common stock since
our  inception and do not anticipate paying such dividends in the
foreseeable  future.  We plan to retain any future  earnings  for
use  in  our  business.  Any decisions as to future  payments  of
dividends will depend on our earnings and financial position  and
such  other  facts as the board of directors deems relevant.   We
are   not  limited  in  our  ability  to  pay  dividends  on  our
securities.

D.       Securities   authorized  for   issuance   under   equity
compensation plans

Not applicable.

ITEM  6.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN   OF
OPERATION

                   FORWARD LOOKING STATEMENTS

Some of the statements contained in this Form 10-SB that are  not
historical  facts are "forward-looking statements" which  can  be
identified  by  the  use  of  terminology  such  as  "estimates,"
"projects,"   "plans,"   "believes,"  "expects,"   "anticipates,"
"intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties.  We urge you to
be   cautious  of  the  forward-looking  statements,  that   such
statements, which are contained in this Form 10-KSB, reflect  our
current  beliefs with respect to future events and involve  known
and  unknown risks, uncertainties and other factors affecting our
operations,  market growth, services, products and licenses.   No
assurances  can  be  given regarding the  achievement  of  future
results,  as actual results may differ materially as a result  of
the  risks  we  face,  and  actual events  may  differ  from  the
assumptions  underlying  the  statements  that  have  been   made
regarding  anticipated  events.  Factors that  may  cause  actual
results, our performance or achievements, or industry results, to
differ materially from those contemplated by such forward-looking
statements include without limitation:



PAGE-7-



  1.    Our  ability to maintain, attract and integrate  internal
     management, technical information and management information
     systems;

  2.   Our ability to generate customer demand for our services;

  3.   The intensity of competition; and

  4.   General economic conditions.

All   written  and  oral  forward-looking  statements   made   in
connection with this Form 10-KSB that are attributable to  us  or
persons  acting  on our behalf are expressly qualified  in  their
entirety by these cautionary statements.  Given the uncertainties
that  surround such statements, you are cautioned  not  to  place
undue reliance on such forward-looking statements.

The  safe harbors of forward-looking statements provided  by  the
Securities  Litigation  Reform Act of  1995  are  unavailable  to
issuers not subject to the reporting requirements set forth under
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended.   As  the  Company  has not  registered  its  securities
pursuant to Section 12 of the Exchange Act, such safe harbors set
forth under the Reform Act are unavailable to the Company.

A.     Plan of Operation

Since  our  inception  on January 31, 2001 through  December  31,
2001,  we  incurred  a net loss of $232,353.   Our  efforts  have
focused  primarily on the development of our plan of  operations,
implementing  our initial business strategy and  raising  working
capital through equity financing.

We  intend to provide lease financing as a conduit.  We will fund
lease transactions with our assets, if possible, and intend to re-
sell  individual  leases  or  a portfolio  of  leases  to  larger
institutional  lenders such as banks, financial institutions  and
finance  companies.   Leases are actively traded  and  syndicated
amongst  various types of financial institutions.  We  intend  to
make  a profit on the spread between the rate at which we finance
a lease transaction and the rate at which we sell the lease.  For
example,  we  may  extend credit under a lease  with  an  imputed
interest rate of 15% and re-sell the same lease to another lender
with  a  12% interest rate.  We will typically collect the spread
between  the two rates up-front and in a lump sum when we re-sell
the lease.  We will also act as a lease broker between a borrower
and  lender and earn a spread or commission, depending  upon  the
terms  of  the negotiation, on each lease transaction.   Under  a
brokerage  transaction,  we will not use  our  assets  to  extend
credit at all.

We  entered into two financing transactions - one lease  and  one
loan  - during the third period of 2001.  However, to fund fiscal
2001  operations, we believe our current financial resources  and
ability to generate revenues will not be adequate to provide  for
our  working  capital  needs through December  2002.   Management
believes  that  ongoing  operations will  primarily  be  financed
through  revenues  generated  from  our  leasing  operations  and
ability  to re-sell leases.  In situations where we do  not  have
sufficient capital to finance a particular transaction,  we  will
seek  to  act  as a lease agent or broker for a larger  financial
services  firm, whereby the larger firm will act as the financier
and  we  will  receive a loan origination fee variable  dependent
upon the terms negotiated at the time of the loan.  However,  our
management  expects the need to raise additional  capital  via  a
public or private offering of equity or debt securities to expand
our  portfolio.   There  are no preliminary  loan  agreements  or
understandings between us, our officers, directors or  affiliates
or  lending institutions.  We have no arrangements or commitments
for accounts and accounts receivable financing.  We cannot assure
you that any such financing can be obtainer or, if obtained, that
it will be on reasonable terms.

ITEM 7.  FINANCIAL STATEMENTS



PAGE-8-










                     BLUESTAR LEASING, INC.

                  (A DEVELOPMENT STAGE COMPANY)

                  AUDITED FINANCIAL STATEMENTS

                        DECEMBER 31, 2001








PAGE-9-



                            CONTENTS


INDEPENDENT AUDITOR'S REPORT


FINANCIAL STATEMENTS:

Balance Sheets                                                  1

Statement of Operations and                                     2
Accumulated Deficit

Statement of Changes in                                         3
Stockholders' Equity

Statement of Cash Flows                                         4

NOTES TO FINANCIAL STATEMENTS:                               5-11










PAGE-10-



                  INDEPENDENT AUDITORS' REPORT


Board of Directors
BlueStar Leasing, Inc.

We have audited the accompanying balance sheet of BlueStar
Leasing, Inc. (A Development Stage Company) as of December 31,
2001 and the related statement of operations and accumulated
deficit, changes in stockholders' equity and cash flows from
inception (January 31, 2001) through December 31, 2001.  These
financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of BlueStar Leasing, Inc. (a development stage company) as of
December 31, 2001, and the results of its operations and its cash
flows from inception (January 31, 2001) through December 31,
2001, in accordance with generally accepted accounting principles
in the United States of America.

The accompanying financial statements have been prepared assuming
the Company will continue as a going concern.  As disclosed in
Note 9 to these financial statements, the Company has had limited
operations and has not established a long-term source of revenue.
This raises substantial doubt about its ability to continue as a
going concern.  Management's plan in regards to this issue is
also described in Note 9.  The financial statements do not
include any adjustments that might result from the outcome of
this uncertainty.




                              Chavez & Koch, CPA's, Ltd.

March 12, 2002
Henderson, Nevada



PAGE-11-F1



                     BLUESTAR LEASING, INC.
                  (A Development Stage Company)
                         BALANCE SHEETS
                     AS OF DECEMBER 31, 2001

                             ASSETS
                                    12/31/01
                                  ---------------
CURRENT ASSETS:
Cash                                      $5,796
Interest receivable                        1,960
Loan receivable                           75,600
Net investment in capital leases          15,239
Total current assets                      98,595
                                  ---------------
INVESTMENTS:
Net investment in capital leases          94,998
Total investments                         94,998
                                  ---------------
TOTAL ASSETS:                           $193,593
                                  ---------------
      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accrused liabilities                      $2,250
Due to shareholder                       100,181
Total current liabilities                102,431
                                  ---------------
STOCKHOLDERS' EQUITY:
Common stock; 20,000,000
authorized; 6,250,000
issued and outstanding as of
December 31, 2001;
par value of $0.001                       $6,250
Preferred stock; 5,000,000                     -
authorized; none issued and
outstanding as of December 31,
2001; par value of $0.001
Additional paid in capital               317,265
Accumulated deficit in                 (232,353)
development stage                 ---------------
Total stockholders' equity                91,162
                                  ---------------
TOTAL LIABILITIES AND                   $193,593
STOCKHOLDERS' EQUITY              ===============



   The accompanying independent auditors' report and the notes
                to financial statements should be
          read in conjunction with these Balance Sheet.



PAGE-12-F2



                     BLUESTAR LEASING, INC.
                  (A Development Stage Company)
          STATEMENT OF OPERATIONS AND ACCUMLATED DEFICT
     FROM INCEPTION (JANUARY 31, 2001) TO DECEMBER 31, 2001


                               Inception
                                  to
                               12/31/00
                             -------------
REVENUES                              $98
COST OF REVENUES                        -
Gross profit                           98
                             -------------
EXPENSES:
General and administrative       (22,993)
Professional fees               (211,418)
Total expenses                  (234,313)
                             -------------
Operating loss
Interest income                     1,960
Total other income                  1,960
                             -------------
Loss before income taxes        (232,353)
Income tax expense                      -
                             -------------
NET INCOME (LOSS)               (232,353)

ACCUMULATED DEFICIT,                    -
beginning of period          -------------

ACCUMULATED DEFICIT, end of    $(232,353)
period                       =============

Weighted average number of      4,803,882
shares outstanding           =============

Net loss per share                $(0.05)
                             =============



   The accompanying independent auditors' report and the notes
                to financial statements should be
    read in conjunction with this Statement of Operations and
                      Accumulated Deficit.



PAGE-13-F4



                     BLUESTAR LEASING, INC.
                  (A Development Stage Company)
          STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
     FROM INCEPTION (JANUARY 31, 2001) TO DECEMBER 31, 2001


                   Shares  Value  Additional  Stock  Accumulated Total
                                   Paid in    Issued   Deficit   Stockholders'
                                   Capital    for     Dev.Stage  Equity
                                              Future
                                              Services
                 ------------------------------------------------------------
Issued for cash
January 31,        677,000   $677  $10,338       $-        $-       $11,015
2001

Issued for
services
January 31,      1,536,500  1,537   23,463  (25,000)        -             -
2001

Issued for
services
January 31,      1,536,500  1,537   23,463  (25,000)        -             -
2001

Issued for
services
January 31,        250,000    250   37,250  (37,500)        -             -
2001

Issued for cash
August 31,       2,250,000  2,250  222,750        -         -       225,000
2001

Issued for
services
August 31,               -      -        -   25,000         -        25,000
2001

Issued for
services
September 30,            -      -        -   18,750         -        18,750
2001

Issued for
services
December 31,             -      -       -    43,750         -        43,750
2001

Net loss
December 31,             -      -       -         -  (232,353)     (232,353)
2001
                -------------------------------------------------------------
Total
December 31,     6,250,000 $6,250 $317,265       $-  $(232,353)     $91,162
2001            =============================================================



   The accompanying independent auditors' report and the notes
                to financial statements should be
      read in conjunction with this Statement of Changes in
                      Stockholder's Equity.



PAGE-14-F5



                     BLUESTAR LEASING, INC.
                  (A Development Stage Company)
                    STATEMENTS OF CASH FLOWS
     FROM INCEPTION (JANUARY 31, 2001) TO DECEMBER 31, 2001

                                 Inception
                                    to
                                 12/31/01
                               ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss                         $(232,353)

Adjustments to reconcile net
loss to net cash
       provided by operating
  activities:
Services provided to pay for        87,500
stock
Increase in interest receivable    (1,960)
Increase in accrued liabilities      2,250
Net cash used in operating       (144,563)
activities                     ------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Lease equipment inventory        (110,237)
Increase in loans receivable      (75,600)
Net cash used in investing       (185,837)
activities                     ------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Increase in loan from              100,181
shareholder
Stock issuance                       2,927
Additional paid in capital         233,088
Net cash provided by financing     336,196
activities

NET INCREASE IN CASH                 5,796

CASH, BEGINNING OF PERIOD                -
                               ------------
CASH, END OF PERIOD                 $5,796
                               ------------
SUPPLEMENTARY INFORMATION:
Interest Paid                           $-

Income taxes paid                       $-

Professional fees paid for with    $87,500
issuance of stocks             ============


   The accompanying independent auditors' report and the notes
                to financial statements should be
     read in conjunction with this Statement of Cash Flows.



PAGE-15-F6



                     BLUESTAR LEASING, INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2001

NOTE 1-ORGANIZATION AND PURPOSE

     BlueStar  Leasing,  Inc. (a development stage  company)  has
     been   organized  for  the  primary  purpose  of   providing
     financing services for "microticket" equipment leases.   The
     Company  will  originate leases for products that  typically
     have  limited distribution channels and high selling  costs.
     The   Company  also  intends  to  provide  online  equipment
     financing and financial planning services for small to  mid-
     sized  businesses through the Company's business-to-business
     website.   The  Company was incorporated  in  the  state  of
     Nevada  on  January 31, 2001.  The Company  has  had  little
     revenue  generating operations to date,  and  therefore,  in
     accordance  to  Statement on Financial Accounting  Standards
     No.  7,  the  Company  is  considered  a  development  stage
     company.


NOTE 2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Accounting

     BlueStar  Leasing, Inc.'s policy is to prepare its financial
     statements  on the accrual basis of accounting.  The  fiscal
     year end is December 31.

     Cash and Cash Equivalents

     Cash  equivalents consist of highly liquid investments  with
     maturities of three months or less when purchased.

     Summary of Non-Cash Transactions

     There  were  non-cash  transactions that  are  discussed  in
     detail in Note 4.

     Use of Estimates

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

     Fixed Assets

     Fixed  assets  are stated at cost or fair  market  value  of
     services   provided,  whichever  is  more  clearly  evident.
     Expenditures that materially increase the life of the assets
     are  capitalized.   Ordinary  maintenance  and  repairs  are
     charged  to  expense as incurred.  When assets are  sold  or
     otherwise  disposed of, the cost and the related accumulated
     depreciation and amortization are removed from the  accounts
     and  any resulting gain or loss is recognized at that  time.
     Depreciation  is  computed primarily  on  the  straight-line
     method  for financial statement purposes over the  following
     estimated useful lives:



PAGE-16-F7



                     BLUESTAR LEASING, INC.
                  (A Development Stage Company)
            NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                        DECEMBER 31, 2001

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Fixed Assets

             Machinery and       5 Years
             Equipment

             Furniture and       7 Years
             fixture

     Lease Financing

     Lease   financing  consists  of  direct  financing   leases,
     leveraged leases and equipment on operating leases.   Income
     on  direct financing leases is recognized by a method  which
     produces  a  constant  periodic  rate  of  return   on   the
     outstanding  investment in the lease.  Income  on  leveraged
     leases  is recognized by a method which produces a  constant
     rate  of  return  on the outstanding net investment  in  the
     lease.,  net of the related deferred tax liability,  in  the
     years  in  which  the net investment is  positive.   Initial
     direct  costs are deferred and amortized using the  interest
     method  over  the  lease period.  Equipment under  operating
     leases is recorded at cost, net of accumulated depreciation.
     Income from operating leases is recognized ratably over  the
     term of the leases.

     Income Taxes

     Income  taxes are generally provided for the tax effects  of
     transactions  reported  in  the  financial  statements   and
     consist  of taxes currently due plus deferred taxes  related
     primarily  to differences between the basis of fixed  assets
     for  financial and income tax reporting. The Company has  no
     deferred tax assets and liabilities representing the  future
     tax   return  consequences  of  those  differences   because
     currently  the  Company  has  no material  temporary  timing
     differences  that  give  rise  to  these  tax   assets   and
     liabilities.   Currently there are no federal  income  taxes
     due.   The company has net operating loss carry forwards  as
     follows:

               Year     Amount   Expiration
              ------------------------------
               2001    $232,353     2022

     Earnings Per Share Calculations

     Earnings per share for any specific period end is calculated
     by  first determining the weighted average number of  shares
     that were outstanding for the period end.  The net loss  for
     that  period  end  is then divided by the  weighted  average
     number  of  shares outstanding for that period to arrive  at
     earnings per share.

     Advertising

     Advertising   costs  are  to  be  expensed  when   incurred.
     Advertising expenses from inception to December 31, 2001 are
     $0.



PAGE-17-F8



                     BLUESTAR LEASING, INC.
                  (A Development Stage Company)
            NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                        DECEMBER 31, 2001

NOTE 3-LOAN RECEIVABLE

     On  September  27,  2001,  the  Company  loaned  $60,000  to
     InsureMart.   The  Company received a  Promissory  Note  and
     Security Agreement dated the same.  The agreement calls  for
     an  interest rate of 12% and monthly interest only  payments
     on  the 1st of each month.  The note was originally due  and
     payable  in  full  on December 31, 2001, but  the  agreement
     called  for  an  extension  to March  31,  2002,  which  was
     exercised.   The note is collateralized by all tangible  and
     intangible assets of the maker.  The note is also personally
     guaranteed  by the owners of InsureMart.  InsureMart  is  an
     automotive insurance provider.  There is no common ownership
     between the Company and InsureMart.

     On December 26, 2001, the Company loaned $15,600 to American
     Motels  Acquisition  Company, LLC.  The Company  received  a
     Promissory Note dated the same.  The note is due and payable
     within   twelve   months.   The  note  is  also   personally
     guaranteed  by  the  owners of American  Motels  Acquisition
     Company,  LLC.   There  is no common ownership  between  the
     Company and American Motels Acquisition Company, LLC.


NOTE 4-STOCK ISSUED FOR FUTURE SERVICES

     There  is  no  stock  issued for future services  of  as  of
     December  31,  2001  in the equity section  of  the  balance
     sheet.   GoPublicToday.com has promised  to  provide  future
     services valued at $37,500 in exchange for 250,000 shares of
     stock.   GoPublicToday.com will help the Company  develop  a
     business   plan   and   establish   its   organization   and
     infrastructure.   Ron  Davis  sold  his  rights  to   future
     services  to  the Company valued at $25,000 in exchange  for
     1,536,500  shares  of stock.  Christopher Secreto  sold  his
     rights  to future services to the Company valued at  $25,000
     in exchange for 1,536,500 shares of stock.

     All of the shares related to these future services have been
     issued  to the stockholders as of January 31, 2001  and  are
     fully  vested  and  non-forfeitable.  As  the  services  are
     provided,  the  related expenses will  be  recorded  on  the
     statement  of  operations and the stock  issued  for  future
     services  will  be  reduced  accordingly.   For  the  period
     inception through December 31, 2001, $87,500 of the services
     were provided and expensed.

     The  value  of  the  services is  based  on  prior  services
     provided  by  the  shareholders and on the cost  of  similar
     services  provided by other similar service providers.   The
     number  of shares issued for services is based on the  value
     of the services divided by the par value of the shares.



PAGE-18-F9



                     BLUESTAR LEASING, INC.
                  (A Development Stage Company)
            NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                        DECEMBER 31, 2001

NOTE 5-LEASES RECEIVABLE

     The  components  of the net investment in  direct  financing
     leases are as follows:

                                           12/31/01
                                         -----------
       Total minimum lease payments         $133,157
       Less: unearned income                (22,920)

       Net investment in capital leases     $110,237
                                         -----------


     The  following  is  a  schedule of  total  minimum  payments
     receivable  on  direct financing leases as of  December  31,
     2001:

       Year ending December 31, 2001:
       2002                                $34,022
       2003                                 33,680
       2004                                 33,681
       2005                                 31,774
       Threreafter                              0
                                          ----------
                                          $133,157
                                          ==========


NOTE 6-STOCKHOLDER'S EQUITY

     January 31, 2001 - The Company issued 677,000 shares to  the
     two company founders in exchange for cash as follows:

          The Company issued to Chris Secreto 338,500  shares  of
          $0.001  par value common stock in exchange for cash  in
          the  amount  of $5,508.  Of the total amount  received,
          $339   is   considered  common  stock  and  $5,169   is
          considered additional paid-in capital.

          The  Company issued to Ronald Davis 338,500  shares  of
          $0.001  par value common stock in exchange for cash  in
          the  amount  of $5,508.  Of the total amount  received,
          $339   is   considered  common  stock  and  $5,169   is
          considered additional paid-in capital.

     All  of  these shares were issued in accordance with Section
     4(2) of the Securities Act of 1933.

     January  31, 2001 - The Company issued 3,323,000  shares  in
     exchange for future services as follows:

          The Company issued 1,536,500 shares of $0.001 par value
          common  stock  to  Chris Secreto in  exchange  for  his
          rights  to future services to be rendered in the amount
          of   $25,000.   Of  the  total  received,   $1,537   is
          considered  common  stock  and  $23,463  is  considered
          additional paid-in capital.  As of December  31,  2001,
          the full



PAGE-19-F10



                     BLUESTAR LEASING, INC.
                  (A Development Stage Company)
            NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                        DECEMBER 31, 2001

NOTE 6-STOCKHOLDER'S EQUITY (CONTINUED)

          amount  of  $25,000 of the services were  provided  and
          expensed.  The value of the services is based on  prior
          services provided by Chris Secreto and on the  cost  of
          similar  services  provided by  other  similar  service
          providers.  The number of shares issued for services is
          based  on the value of the services divided by the  par
          value  of the shares. Shares issued in accordance  with
          Section 4(2) of the Securities Act of 1933.

          The Company issued 1,536,500 shares of $0.001 par value
          common stock to Ronald Davis in exchange for his rights
          to  future  services to be rendered in  the  amount  of
          $25,000.   Of the total received, $1,536 is  considered
          common stock and $23,464 is considered additional paid-
          in  capital.  As of December 31, 2001, the full  amount
          of  $25,000 of the services were provided and expensed.
          The  value  of the services is based on prior  services
          provided  by  Ronald Davis and on the cost  of  similar
          services  provided by other similar service  providers.
          The  number of shares issued for services is  based  on
          the  value of the services divided by the par value  of
          the  shares.  Shares issued in accordance with  Section
          4(2) of the Securities Act of 1933.

          The  Company issued 250,000 shares of $0.001 par  value
          common  stock  to  GoPublicToday.com  in  exchange  for
          future  services  to  be  rendered  in  the  amount  of
          $37,500.   Of  the total received, $250  is  considered
          common stock and $37,250 is considered additional paid-
          in capital.  As of December 31, 2001, the
          full  amount  of $37,500 of the services were  provided
          and  expensed.  The value of the services is  based  on
          prior services provided by GoPublicToday.com, Inc.  and
          on  the  cost  of  similar services provided  by  other
          similar service providers.  The number of shares issued
          for  services  is  based on the value of  the  services
          divided  by the par value of the shares. Shares  issued
          in  accordance with Section 4(2) of the Securities  Act
          of 1933.

     September  30,  2001  -  The  Company  closed  its  offering
     pursuant  to  Regulation D, Rule 504 of the 1933  Securities
     and  Exchange Act, as amended, whereby it sold  a  total  of
     2,250,000  shares of its $0.001 par value  common  stock  at
     $0.10  per share to outside investors.  Of the total  number
     of shares, 2,250,000 shares were issued in exchange for cash
     in  the  amount of $225,000, net of offering  costs  in  the
     amount  of $22,250 of which $22,250 was commission.  Of  the
     total  cash received, $2,250 is considered common stock  and
     $222,750  is  considered additional paid-in capital.   There
     have  been  no other issuances of common stock or  preferred
     stock.   The Company sold all 2,250,000 shares of its common
     stock to approximately 84 unaffiliated shareholders, none of
     whom were/are officers.

     December  31,  2001  - The Company had 6,250,000  shares  of
     common stock issued and outstanding, held by 87 shareholders
     of record.



PAGE-20-F11



                     BLUESTAR LEASING, INC.
                  (A Development Stage Company)
            NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                        DECEMBER 31, 2001

NOTE 7-RELATED PARTIES

     The  Company  has  paid  $67,500 to  Newport  Advisors  from
     inception  through December 31, 2001.  Newport  Advisors  is
     owned  and  operated  by  one of  the  shareholders  of  the
     Company.   These fees were for business development services
     provided by Newport Advisors to help set up and organize the
     Company.   These services were provided in addition  to  the
     services provided by GoPublicToday.com referred to  in  Note
     4.   These  fees have been recorded to and are presented  in
     the  professional fee expense line item of the Statement  of
     Operations and Accumulated Deficit.

     The  Company has paid $30,000 to Arrowhead Asset  Management
     from  inception through December 31, 2001.  Arrowhead  Asset
     Management  is owned and operated by one of the shareholders
     of  the  Company.   These  fees  were  for  market  research
     services provided by Arrowhead Asset Management to determine
     and  establish  the  Company's marketing strategies.   These
     services  were provided in addition to the services provided
     by GoPublicToday.com referred to in Note 4.  These fees have
     been  recorded to and are presented in the professional  fee
     expense  line  item  of  the  Statement  of  Operations  and
     Accumulated Deficit.

     The  Company  has  paid  $10,000  to  GoPublicToday.com,   a
     shareholder of the Company, from inception through  December
     30,  2001.  These fees were for services to help the Company
     develop  a business plan and establish its organization  and
     infrastructure.  These services were provided in addition to
     the  services provided by GoPublicToday.com referred  to  in
     Note  4.  These fees have been recorded to and are presented
     in  the  professional fee expense line item of the Statement
     of Operations and Accumulated Deficit.

     As  of December 31, 2001, the Company received $100,181 from
     Chris Secreto (a shareholder of the Company) to finance  the
     acquisition of machinery and equipment.  The note is due and
     payable  in  full in less than twelve months; therefore,  no
     interest is accrued.

NOTE 8-WARRANTS AND OPTIONS

     As of December 31, 2001, the following 225,000 warrants have
     been  issued  to  acquire any additional  shares  of  common
     stock.

          On  March  5,  2001, 225,000 warrants were  granted  to
          NevWest  Securities , as an incentive, in  addition  to
          the  fees collected from the 504 offering and they  are
          considered  vested and exercisable upon  receipt.   The
          warrants  expire 36 months from the commencement  date.
          The  estimated  value of the warrants is equivalent  to
          the  par  value of the shares which is $225.  Upon  the
          exercise  of the warrants the purchase price  is  $0.11
          per share.  Because the current value of the shares  is
          less  than the exercise price, the shares are  "out  of
          the  money"; therefore, have no aggregate value  as  of
          December 31, 2001.



PAGE-21-F12



                     BLUESTAR LEASING, INC.
                  (A Development Stage Company)
            NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                        DECEMBER 31, 2001

NOTE 9-GOING CONCERN

     The Company's financial statements are prepared using the
     generally accepted accounting principles applicable to a
     going concern, which assumes the realization of assets and
     liquidation of liabilities in the normal course of business.
     However, the Company has little current source of revenue.
     Without realization of additional capital,
     it would be unlikely for the Company to continue as a going
     concern.  Management expects revenue to cover future costs
     and expenses.

NOTE 10-RECENT PRONOUNCEMENTS

     During 2001, the Financial Accounting Standards Board
     released SFAS 142 which is to be applied starting with
     fiscal years beginning after December 31, 2001.  SFAS 142
     addresses financial accounting and reporting for acquired
     goodwill and other intangible assets.  Currently the Company
     has no acquired goodwill or other intangible assets;
     therefore, this standard has no effect on the financial
     statements when adopted.






PAGE-22-F13




                            PART III

ITEM  9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS  AND  CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The board of directors elects our executive officers annually.  A
majority  vote of the directors who are in office is required  to
fill  vacancies.  Each director shall be elected for the term  of
one  year,  and until his successor is elected and qualified,  or
until  his  earlier  resignation or removal.  Our  directors  and
executive officer are as follows:

    Name       Age        Position        Appointed       Term

Christopher    39    President and       January 31,     1 year
R. Secreto           Director                2001         (1)

Ronald A.      56    Treasurer,          January 31,     1 year
Davis                Secretary and           2001         (1)
                     Director

T. Ross Reida  42    Director            January 31,     1 year
                                             2001         (1)

Footnotes:
      (1) Directors hold office for one year or until a successor
or successors are elected and appointed.

Christopher  R.  Secreto, CEO, President and Director,  has  been
President  of  Newport Advisors, Inc. and its  predecessor  since
1995.   Through Newport Advisors, Inc., a merchant and investment
banking boutique engaged in raising capital for small and midsize
public  and  private companies, Mr. Secreto advises companies  on
mergers  and acquisitions, asset sales and divestitures,  balance
sheet  restructuring,  and  public market  awareness.   For  five
years, Mr. Secreto worked as a portfolio manager and trader for a
$100  million  hedge  fund,  Genesee  Investments,  dedicated  to
private  equity  investments and open market securities  trading.
During  his  tenure, the fund completed in excess of 100  private
equity investments.  Mr. Secreto was also a financial analyst  at
The  Boeing Company and began his financial career as a financial
consultant at Merrill Lynch & Co.  He holds a Bachelor's of  Arts
in  Business  Administration with an emphasis  on  marketing  and
finance.  Mr. Secreto dedicates approximately 25% of his time  to
the  operations  of BlueStar Leasing.  He expects  to  contribute
approximately 50% of his time as our operations require.

Ronald A. Davis, Treasurer, Secretary and Director, was the Chief
Executive  Officer  for Caffe Diva from 1996 until  2000.   Since
1976,  he  was  a business consultant specializing  in  financial
advisory  services to startup and early stage companies.   During
the  period from 1976 to 1996, Mr. Davis has owned and  developed
real  estate for himself and others, both as a principal  and  an
agent.  Mr. Davis believes this experience has exposed him to the
needs  and  operating  problems  faced  by  contractors  in   the
construction  trade.  His experience in real  estate  development
has  assisted the Company in making key leasing decisions.  Prior
to  joining the Company, he held positions with Goldman  Sachs  &
Dean  Witter & Co.  He earned a Bachelor's of Science  Degree  in
Management  and  a Master's of Business Administration  from  the
University   of   Southern  California.    Mr.   Davis   provides
approximately 50% of his time to our operations.  He  expects  to
dedicate approximately 75% of his time as our operations dictate.

T.  Ross Reida, Director, Since February 1996, Mr. Reida has been
a  principal  of Advantage Equipment Leasing, LLC,  an  equipment
leasing brokerage firm.  Mr. Reida is principally responsible for
origination,    documenting,   closing   and   brokering    lease
transactions.   Through Advantage, Mr. Reida  has  developed  and
presently  maintains  relationships with a  variety  of  national
lenders.

Directors

Our  directors  serve for a one-year term.  Our bylaws  currently
provide  for a board of directors comprised of a minimum  of  one
director.

Board Committees

We  currently  have  no  compensation committee  or  other  board
committee performing equivalent functions.  Currently, the member
of  our  board of directors participate in discussions concerning
executive officer compensation.



PAGE-23-



Legal Proceedings

No  officer,  director, or persons nominated for such  positions,
promoter  or  significant employee has  been  involved  in  legal
proceedings  that  would  be material to  an  evaluation  of  our
management.

ITEM 10.  EXECUTIVE COMPENSATION

We do not have employment agreements with our executive officers.
We  continue to have discussions with our attorneys to  determine
the  appropriate  terms  needed for the  creation  of  employment
agreements  for our officers.  There has been no discussion  with
any  of  our  officers  regarding any potential  terms  of  these
agreements,  nor  have  such  terms  been  determined  with   any
specificity.  We plan to have these agreements completed  by  the
beginning  of  the next year.  We have no proposal, understanding
or  arrangement  concerning accrued earnings to be  paid  in  the
future.   In  the meanwhile, all of our executive  officers  have
been   drawing  salaries  since  they  were  appointed  to  their
positions.

                    Summary Compensation Table

                     Annual              Long-Term Compensation
                  Compensation
             ------------------          -------------------------------------
Name and     Year  Salary Bonus  Other   Restricted  Securities  LTIP     All
Principal            ($)   ($)   Annual    Stock     Underlying  Payouts Other
Position                         Compen-   Awards    Options(#)   ($)    Comp-
                                 sation     ($)                          ensa-
                                  ($)                                    tion
                                                                         ($)

Christopher R.  2001  0     0      0         0           0         0      0
Secreto
President,
CEO and
Director

Ronald A. Davis 2001  0     0      0         0           0         0      0
Treasurer,
Secretary and
Director

T. Ross Reida,  2001  0     0      0         0           0         0      0
Director

Employment Agreements

We do not have employment agreements.

Board Compensation

Members   of   our  board  of  directors  do  not  receive   cash
compensation  for  their  services as  directors,  although  some
directors  are  reimbursed for reasonable  expenses  incurred  in
attending board or committee meetings.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The  following tables set forth the ownership, as of the date  of
this  registration statement, of our common stock by each  person
known  by  us to be the beneficial owner of more than 5%  of  our
outstanding  common  stock,  our  directors,  and  our  executive
officers and directors as a group.  To the best of our knowledge,
the  persons  named  have sole voting and investment  power  with
respect to such shares, except as otherwise noted.  There are not
any  pending or anticipated arrangements that may cause a  change
in control of our company.



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         Name and Address of     Amount and
                                   Nature
 Title     Beneficial Owner     of Beneficial     Percent of
  of                                Owner            Class
 Class
--------------------------------------------------------------
Common   Christopher R.           1,875,000         30.00%
         Secreto, President,
         CEO and Director(1)

Common   Ronald A. Davis,         1,875,000         30.00%
         Treasurer, Secretary
         and Director(1)

Common   T. Ross Reida,               -                -
         Director(1)

Common   All directors and        3,750,000         60.00%
         named executive
         officers as a group
         (3 persons)

1)  The  address of officers and directors in the  table  is  c/o
BlueStar  Leasing, Inc., 500 North Rainbow Blvd, Suite  300,  Las
Vegas, NV 89107.

This  table  is  based upon information derived  from  our  stock
records.   Unless  otherwise indicated in the footnotes  to  this
table and subject to community property laws where applicable, it
believes  that each of the shareholders named in this  table  has
sole  or shared voting and investment power with respect  to  the
shares  indicated as beneficially owned.  Applicable  percentages
are based upon 6,250,000 shares of common stock outstanding as of
March 28, 2002.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On  January  31, 2001, BSL issued 3,750,000 shares of $0.001  par
value  common  stock  to  its two founding shareholders,  Messrs.
Secreto  and  Davis,  in  exchange for  their  rights  to  future
services  to  be rendered in the amount of $50,000.  Shares  were
issued  in accordance with Section 4(2) of the Securities Act  of
1933.    The  services  to  be  provided  consist  of  consulting
services, development of a business plan and establishing of  our
organization and infrastructure.

On  January 31, 2001, the Company issued 250,000 shares of $0.001
par   value   common   stock  to  one  sophisticated   purchaser,
GoPublicToday.com, Inc., in exchange for services to be  rendered
in  the  amount of $37,500.  The shares were issued in accordance
with  Section  4(2)  of  the Securities Act  of  1933.   BlueStar
Leasing,   Inc.  engaged  GoPublicToday.com,  Inc.   to   provide
consulting   and   document  preparation  services   related   to
registration of the Company's Regulation D, Rule 504 offering  in
the  State  of  Nevada and compliance with applicable  regulatory
provisions.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits:

A  list  of exhibits required to be filed as part of this  Annual
Report  is  set forth in the Index to Exhibits, which immediately
precedes such exhibits and is incorporated herein by reference.

(b)   Reports on Form 8-K

The Company has not filed any reports on Form 8-K during the last
quarter of the period covered by this Report.



PAGE-25-



                           SIGNATURES

In accordance with the requirements of Section 13 or 15(d) of the
Exchange  Act, the registrant caused this report to be signed  on
its behalf by the undersigned, thereunto duly authorized.

BLUESTAR LEASING, INC.

Date:  March 28, 2002

By:  /s/ Christopher Secreto
    -------------------------
     Christopher Secreto
     President and Director












PAGE-26-



                        INDEX TO EXHIBITS

Exhibit   Name and/or Identification of Exhibit
Number

  3      Articles of Incorporation & By-Laws
          (a)  Articles of Incorporation of the Company.*
          (b)  By-Laws of the Company.*

  10     Material Contracts
          Office Lease Agreement.*

*  Incorporated by reference to the exhibits to the Company's  General
Form  For Registration Of Securities Of Small Business Issuers on Form
10-SB, previously filed with the Commission.









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