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

                                   Form 10-KSB

|X|      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934 For the fiscal year ended December 31, 2000

|_|      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

           For the transition period from ___________ to _____________

                         Commission file number ________

                        Auto Wholesale Specialists, Inc.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

                                     Florida
         --------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   59-3254927
                      ------------------------------------
                      (I.R.S. Employer Identification No.)

                 1008 Royal Aberdeen Way, Orlando, Florida 32828
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (407) 292-9070
                           ---------------------------
                           (Issuer's telephone number)

         Securities registered under Section 12(b) of the Exchange Act:
          Title of each class Name of each exchange on which registered

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

         Securities registered under Section 12(g) of the Exchange Act:

                                  Common Stock
                                ----------------
                                (Title of class)

         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. |X|Yes |_| 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. |_|

         State issuer's revenues for its most recent fiscal year. We had no
revenues during our last fiscal year.

         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.) $0.0

         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. As of March 30, 2001 there
were 2,000,000 shares of our common stock outstanding.


Transitional Small Business Disclosure Format (Check one): Yes |_|; No |X|




<PAGE>



                                     PART I

Description of Business.

         We were incorporated under the name Auto Wholesale Specialists, Inc. on
July 11, 1994. We were an inactive corporation from August 25, 1995, until we
were reinstated with the State of Florida on October 7, 1998.

         We have not been involved in any bankruptcy, receivership or similar
proceeding. We have not been involved in any material reclassification, merger
consolidation, or purchase or sale of a significant amount of assets not in the
ordinary course of business.

         We are a development stage company. Our activities to date have been
limited to organization and capital formation. As such, we have never had
specific products, services, or business.

         We can be defined as a "shell" company whose sole purpose at this time
is to locate and consummate a reverse merger or reverse acquisition with an
unidentified private entity (hereinafter referred to as the "business
opportunity").

         In 1999, we voluntarily registered a class of our securities on a Form
10-SB registration statement. We believe that by filing the Form 10-SB and being
obligated to file reports subject to Section 13 of the Exchange Act, we are more
likely to attract a business opportunity candidate. In all likelihood, a
business opportunity will involve a transaction with a corporation not requiring
cash or assets but which desires to establish both a public market for its
common stock and the perceived advantages of status as an Exchange Act
registered corporation. There is no assurance that the foregoing assumption is
correct.

Competition.

         We are and will continue to be a limited competitor in the business of
seeking business opportunities with private companies. A large number of
established and well-financed entities, including venture capital firms, are
active in reverse mergers and reverse acquisitions of companies, which may be
desirable business opportunity candidates for us. Nearly all such entities have
significantly greater experience and financial resources, technical expertise
and managerial capabilities than we do. Consequently, we will be at a
competitive disadvantage in identifying possible business opportunities and
successfully completing a business opportunity.

         We have no patents, trademarks, licenses, franchises, concessions,
royalty agreements or labor contracts.

Government Regulation.

         The proposed business activities described herein classify us as a
"blank check" company. Many states have enacted statutes, rules and regulations
limiting the sale of securities of "blank check" companies in their states. We
do not intend to undertake any offering of our securities, either debt or
equity, until such time as we have successfully implemented our business plan
that we describe herein.


                                       2
<PAGE>

         Relevant thereto, James Bailey, the principal shareholder of the
Company, has expressed an intention not to sell his respective shares until we
have successfully completed a business opportunity, and we are no longer
classified as a "blank check" company.

         Transferability of our shares of Common Stock is very limited because a
significant number of states have enacted regulations or "blue sky" laws
restricting or, in many instances, prohibiting the initial sale and subsequent
resale of securities of "blank check" companies, such as us, within that
state.In addition, many states, while not specifically prohibiting or
restricting securities of "blank check" companies, would not register our
securities for sale or resale in their states. Because of these regulations, we
currently have no plan to register any of our securities with any state. To
ensure that no state laws are violated through the resale of our securities, we
will refuse to register the transfer of any of our securities to residents of
any state which prohibits such resale if no exemption is available for such
resale. We do not anticipate that a secondary trading market for our securities
will develop in any state until after consummation of a business opportunity, if
at all.

         Although we will be subject to regulation under the Exchange Act, we
believe we will not be subject to regulation under the Investment Company Act of
1940, insofar as we will not be engaged in the business of investing or trading
in securities.

         Federal and state tax consequences will likely be major considerations
in any business opportunity that we may undertake. Currently, such transactions
may be structured so as to result in tax-free treatment to the parties to the
transaction, pursuant to various federal and state tax provisions. We intend to
structure any business opportunity so as to minimize the federal and state tax
consequences to both ourselves and the target entity; however, there can be no
assurance that such business opportunity will meet the statutory requirements of
a tax-free reorganization or that the parties will obtain the intended tax-free
treatment upon a transfer of stock or assets. A non- qualifying reorganization
could result in the imposition of both federal and state taxes which may have an
adverse effect on both parties to the transaction.

         Sections 13 and 15(d) of the Exchange Act, require companies subject
thereto to provide certain information about significant acquisitions, including
certified financial statements for the company acquired, covering one, two or
three years, depending on the relative size of the acquisition. The time and
additional costs that may be incurred by the owners of some business
opportunities to prepare such statements may preclude our consummation of an
otherwise desirable business opportunity. Business opportunity prospects that do
not have or are unable to obtain the required audited financial statements may
not be appropriate for consummation of a business opportunity with us as long as
the reporting requirements of the Exchange Act are applicable.

Market Research.

         We have not conducted, nor have others made available to us, results of
market research indicating that market demand exists for the transactions
contemplated by us. Moreover, we do not have, and do not plan to have, and do
not plan to establish, a marketing organization. Even in the event a company is
identified for a business opportunity contemplated by us, there is no assurance
we will be successful in completing any such business opportunity.


                                       3
<PAGE>

Employees.

         We currently have no full-time employees. There are no collective
bargaining agreements or employment agreements with James Bailey, our sole
Officer and Director. Mr. Bailey is involved in other full-time business
activities. Mr. Bailey participates in the running of the Company on a part-time
basis as needed without compensation. We do not plan to make any change in the
number of employees of the Company in order to evaluate business opportunities.
The need for additional employees and their availability will be addressed in
connection with our decision of whether or not to pursue a business opportunity.

Description of Property.

         We currently have no material assets, and we do not own or lease any
real or personal property. We currently operate without charge out of space
donated by the Company's President, and sole Director, James Bailey, at 1008
Royal Aberdeen Way, Orlando, Florida 32828. We believe that this space is
sufficient for us at this time. We have indicated a capital contribution of $50
per month of activity for the donation of such space on our financial
statements.

         We have are no preliminary agreements or understandings with respect to
the office facility subsequent to the completion of a business opportunity. Upon
closure of a business opportunity, we plan to relocate our office to that of the
business opportunity candidate.

         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.

Legal Proceedings.

         We are not a party to any pending legal proceeding, and we are not
aware of any contemplated legal proceeding by a governmental authority involving
the Company.

Submission of Matters to a Vote of Security Holders.

         No matters were submitted to a vote of securities holders, through
solicitation of proxies or otherwise, during the fourth quarter of our last
fiscal year.

Market Price of and Dividends on the Registrant's Common Equity and
Other Shareholder Matters.

         There is no established public trading market for our securities, and
our common stock is not listed for trading on any exchange or other trading
medium. None of our common stock is subject to outstanding options or warrants
to purchase shares of the Company.

         There are 1,950,000 shares of our common stock held by James Bailey, an
affiliate, and 50,000 shares of our common stock held by non-affiliates. All of
these securities are restricted securities as defined under Rule 144 of the
Securities Act and may only be sold under Rule 144 or otherwise under an
effective registration statement or an exemption from registration, if
available. Under Rule 144, directors, executive officers, and persons or


                                       4
<PAGE>

entities they control or who control them may sell shares that have satisfied
the one year holding period for the restricted securities in an amount limited
to, in any three-month period, the greater of 1% of our outstanding shares of
common stock or the average of the weekly trading volume in our common stock
during the four calendar weeks preceding a sale. Consequently, the 975,000
shares held by James Bailey are restricted securities that may not be freely
tradable and are subject to volume limitations.

         All sales under Rule 144 must also be made without violating the
manner-of-sale provisions, notice requirements, and the availability of public
information about our Company. A sale of shares by security holders, whether
under Rule 144 or otherwise, may have a depressing effect upon the price of our
common stock in any market that might develop.

Blue Sky Considerations.

         The laws of some states prohibit the resale of securities issued by
blank check or shell corporations. We are considered a "blank check" or "shell"
corporation for the purpose of state securities laws. Accordingly, it is
possible that our current shareholders may be unable to resell their securities
in other states. Additionally, because each state has a series of exempt
securities predicated upon the particular facts of each transaction, it is not
possible to determine if a proposed transaction by an existing shareholder would
violate the securities laws of any particular state. In the event an existing
shareholder or broker/dealer resells our securities in a state where such resale
is prohibited, we believe that the seller thereof may be liable criminally or
civilly under that particular state's laws. Our existing shareholders should
exercise caution in the resale of their shares of common stock in light of the
foregoing.

Penny Stock Considerations.

         Broker-dealer practices in connection with transactions in "penny
stocks" are regulated by certain penny stock rules adopted by the Securities and
Exchange Commission. Penny stocks generally are equity securities with a price
of less than $5.00. Penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and monthly account statements showing the market value of each penny stock held
in the customer's account. In addition, the penny stock rules generally require
that prior to a transaction in a penny stock, the broker-dealer make a special
written determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to the transaction.

         These disclosure requirements may have the effect of reducing the level
of trading activity in the secondary market for a stock that becomes subject to
the penny stock rules. Our shares will likely be subject to such penny stock
rules, and our shareholders will, in all likelihood, find it difficult to sell
their securities.

         No market exists for our securities and there is no assurance that a
regular trading market will develop, or if developed will be sustained. A
shareholder, in all likelihood, therefore, will not be able to resell the
securities referred to herein should he or she desire to do so. Furthermore, it
is unlikely that a lending institution will accept

                                       5
<PAGE>

         Our securities as pledged collateral for loans unless a regular trading
market develops. There are no plans, proposals, arrangements or understandings
with any person in regard to the development of a trading market in any of our
securities.

         As of March 30, 2001, we had twenty-six (26) holders of record of our
common stock. We currently have one class of common stock outstanding.

         We have not paid any dividends since our incorporation. There are no
restrictions that limit our ability to pay dividends, but we do not anticipate
paying dividends in the near future.

         During our last fiscal year, we did not sell any securities, which were
not registered under the Securities Act of 1933.

Plan of Operations

         We have never had revenues from operations. We had no operating
expenses from 1995 through 1997 due to our period of inactivity. Upon
reinstatement in 1998, operating expenses resumed. The losses accumulated since
inception were incurred for formation and reinstatement costs of the Company and
operating expenses since formation. We do not expect costs of this nature, with
the exception of the minimal operating expenses, to continue in the future, but
there can be no assurance that similar expenses will not be incurred.

         In the next twelve months, we plan to seek out business opportunity
candidates. To date, we have not undertaken any efforts to locate business
opportunity candidates. We believe that this plan of operations can be conducted
through the efforts of current management and will not require any additional
funds. We anticipate that business opportunities will be available to us through
the contacts of James Bailey. We anticipate that the investigation of specific
business opportunities and the negotiation, drafting and execution of relevant
agreements, and other instruments will be done by James Bailey or under his
direction. We plan to investigate, to the extent believed reasonable by us, such
potential business opportunities. Due to our limited experience in business
analysis, we may not discover or adequately evaluate adverse facts about a
potential business opportunity.

         Inasmuch as we will have no funds available to us in our search for
business opportunities, we will not be able to expend significant funds on a
complete and exhaustive investigation of potential business opportunities. We
anticipate that we will incur nominal expenses in the implementation of our
business plan described herein. Because we have no capital with which to pay
these expenses, our present management, which consists only of James Bailey, has
paid all charges to date with his personal funds as interest free loans to the
Company. These loans are without repayment terms and are non-interest bearing
demand promissory notes. However, the only opportunity we will have for
repayment of these loans will be from consummation of a business opportunity.
The repayment of any loans made to the Company will not impede, or be made
conditional in any manner to, consummation of a business opportunity.

         Our present management has no future obligation to provide future loans
to us. The failure of our management to provide loans in the future could
prevent our plan to seek out business opportunities.

                                       6
<PAGE>

         We have no particular business opportunity in mind and have not entered
into any negotiations regarding any business opportunity. None of our
management, affiliates or any promoters have engaged in any preliminary contact
or discussions with any representative of any other company regarding the
possibility of a business opportunity between us and such other company as of
March 30, 2001. We will not restrict our search to any specific business,
industry, or geographical location, and we may participate in a business
opportunity of virtually any kind or nature. This discussion of the proposed
business is purposefully general and is not meant to be restrictive of our
virtually unlimited discretion to search for and enter into potential business
opportunities. We anticipate that we will be able to participate in only one
potential business opportunity because we have no assets and limited financial
resources.

         To date, we have not developed any criteria for the selection of
business opportunities, and we may not develop such criteria in the future. We
will seek to expand through consummation of a business opportunity which is not
currently identified and which entails risks that you will not have a basis to
evaluate. We may seek to expand our operations by acquiring companies in
businesses that we believe will complement or enhance our business. We cannot
assure you that we will be able to ultimately effect any business opportunity,
successfully integrate any business into our operations or otherwise
successfully develop our operations. We have not established any minimum
criteria for any business opportunity, and our management may have complete
discretion in determining the terms of any business opportunity. Consequently,
there is no basis for you to evaluate the specific merits or risks of any
potential business opportunity that we may undertake.

         In the future, we do not plan to develop criteria for the selection of
potential business opportunities. As such, we anticipate that James Bailey, our
President and sole Director will investigate, to the extent believed necessary
by him, the business opportunity.

         Due to general economic conditions, rapid technological advances being
made in some industries and shortages of available capital, we believe that
there are numerous firms seeking the perceived benefits of a fully reporting
public company. Such perceived benefits may include facilitating or improving
the terms on which additional equity financing may be sought, providing
liquidity for incentive stock options or similar benefits to key employees,
providing liquidity (subject to restrictions of applicable statutes) for all
shareholders and other factors.

         Potentially, available business opportunities may arise in many
different industries and at various stages of development, all of which make the
task of comparative investigation and analysis of such business opportunities
extremely difficult and complex. We do not and will not have capital to provide
the owners of business opportunities with any significant cash or other assets.
However, we believe that we can offer owners of business opportunity candidates
the chance to acquire a controlling ownership interest in a publicly-held,
registered company without incurring the cost and time required to become a
fully reporting company or to conduct an initial public offering. The owners of
the business opportunities will, however, incur significant legal and accounting
costs in connection with acquisition of a business opportunity, including the
costs of preparing Form 8-Ks, 10-Ks or 10-KSBs, agreements and related reports
and documents. The Exchange Act specifically requires that any business
opportunity candidate comply with all applicable reporting requirements, which
include providing audited financial statements to be included within the
numerous filings required to comply with the Exchange Act. Nevertheless, we have
not conducted market research and are not aware of statistical data, which would
support the perceived benefits for the owners of a business opportunity.

                                       7
<PAGE>

         We believe that there is a demand by non-public corporations for shell
corporations that are publicly-held registered companies. We believe that demand
for shells has increased dramatically since the Securities and Exchange
Commission imposed burdensome requirements on "blank check" companies pursuant
to Regulation 419 of the Securities Act of 1933 (the "Act"). We believe that the
foregoing regulation has substantially decreased, the number of "blank check"
offerings filed with the Commission and, as a result, has stimulated an
increased demand for shell corporations. We have made the foregoing assumption,
but there is no assurance that the same is accurate or correct and
accordingly,no assurance can be made that we will be successful in locating a
business opportunity.

         Prior to making a decision regarding a business opportunity, we plan to
request that we be provided with written materials regarding the business
opportunity containing such items as a description of products, services and
company history; management resumes; financial information; available
projections with related assumptions upon which they are based; evidence of
existing patents, trademarks or service marks or rights thereto; present and
proposed forms of compensation to management; a description of transactions
between the prospective entity and its affiliates during relevant periods; a
description of present and required facilities; an analysis of risk and
competitive conditions; and other information deemed relevant.

         Upon the consummation of a business opportunity, we anticipate that our
present management and shareholders will no longer be in control of the Company.
In addition, our Director may, as part of the terms of the acquisition
transaction, sell his stock in the Company or resign and be replaced by new
directors without a vote of our shareholders. We do not plan to raise any
capital at the present time, by private placement, public offerings, pursuant to
Regulation S promulgated under the Act, as amended, or by any means whatsoever.
Further, there are no plans, proposals, arrangements or understandings with
respect to the sale or issuance of additional securities prior to the location
of a business opportunity.

         We anticipate that any securities issued as a result of our
consummation of a business opportunity will be issued in reliance upon an
exemption from registration under applicable federal and state securities laws.
In some circumstances, however, as a negotiated element of our transaction, we
may agree to register all or a part of such securities immediately after the
business opportunity is consummated or at specified times thereafter. If such
registration occurs, of which there can be no assurance, it will be undertaken
by the surviving entity after we have successfully consummated a business
opportunity and we are no longer considered a "shell" company. Until such time
as this occurs, we will not attempt to register any additional securities. The
issuance of substantial additional securities and their potential sale into any
trading market which may develop in our securities may have a depressive effect
on the value of our securities in the future, if such a market develops, of
which there is no assurance. The completion of any business opportunity may
result in a significant issuance of shares and substantial dilution to our
present stockholders.

                                       8
<PAGE>

Financial Statements.

         Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure

         None.

Directors, Executive Officers, Promotors And Control Persons; Compliance With
Section 16(A) Of The Act.

         James Bailey, 38 years of age, is our sole Officer and Director. Mr.
Bailey has served as our President/Secretary/Treasurer and Director since June
1, 1995 and his terms expire on January 22, 2002.

         From 1985 through 1997, Mr. Bailey worked as an investment banker.
Since 1997, he has served as President of Capital Leasing, Inc. Mr. Bailey
graduated from St. Cloud State University in 1984 and holds no directorships in
any reporting companies.

         We currently have no significant employees, and we do not anticipate
hiring any in the future. There are no family relationships among directors,
executive officers, or nominees for such positions. In the last five years, no
director, executive officer, promoter or control person of the Company has been
involved in any legal proceedings material to the evaluation of the ability or
integrity of any of the aforementioned persons.

Executive Compensation.

Name             Position          Year    Salary    Bonus   Other Stock Options
--------------------------------------------------------------------------------

James Bailey      President         2000      0         0       0        0


Security Ownership of Certain Beneficial Owners and Management.

         As of March 30, 2001 there were 2,000,000 shares of our common stock,
$0.001 par value outstanding. The following tabulates holdings of our shares of
common stock by each person who, as of March 30, 2001, holds of record or is
known by management to own beneficially more than 5.0% of the common shares and,
in addition, by all of our directors and officers individually and as a group.
Each named beneficial owner has sole voting and investment power with respect to
the shares set forth opposite his name.

Security Ownership of Beneficial Owners(1)(2):

Title of Class    Name & Address     Amount            Nature           Percent
--------------------------------------------------------------------------------
Common Stock      James Bailey      1,950,000         Direct            97.5%
                  1008 Royal Aberdeen Way
                  Orlando, Florida 32828
Security Ownership of Management(2):

Title of Class    Name & Address     Amount            Nature           Percent
--------------------------------------------------------------------------------
Common Stock      James Bailey      1,950,000         Direct            97.5%
                  1008 Royal Aberdeen Way
                  Orlando, Florida 32828

                                       9
<PAGE>

         (1) Pursuant to Rule 13-d-3 under the Securities Exchange Act of 1934,
as amended, beneficial ownership of a security consists of sole or shared voting
power (including the power to vote or direct the voting) and/or sole or shared
investment power (including the power to dispose or direct the disposition) with
respect to a security whether through a contract, arrangement, understanding,
relationship or otherwise. Unless otherwise indicated, each person indicated
above has sole power to vote, or dispose or direct the disposition of all shares
beneficially owned, subject to applicable unity property laws.

         (2) This table is based upon information obtained from our stock
records. Unless otherwise indicated in the footnotes to the above table and
subject to community property laws where applicable, we believe that each
shareholder named in the above table has sole or shared voting and investment
power with respect to the shares indicated as beneficially owned.

Change of Control.

         There are currently no arrangements that would result in a change of
control of the Company. A business opportunity involving the issuance of our
common shares will, in all likelihood, result in shareholders of a private
company obtaining a controlling interest in our Company. Any such business
opportunity may require our management to sell or transfer all or a portion of
our common shares held by him, or resign as a member of our Board of Directors.
The resulting change in control of the Company could result in the removal of
our present management and a corresponding reduction or elimination of their
participation in the future affairs of the Company.

Certain Relationships and Related Transactions.

Because we have no capital with which to pay expenses associated with our plan
to consummate a business opportunity, James Bailey, our sole officer and
director, has paid all charges to date with his personal funds as interest free
loans to the Company. These loans are without repayment terms and are
non-interest bearing demand promissory notes. Other than these loans, we have
not and do not intend to enter into any transactions with our management or any
nominees for such positions. We have not and do not intend to enter into any
transactions with beneficial owners of the Company. We are not a subsidiary of
any parent company. Since inception, we have not entered into any transactions
with promoters.

         Our management is involved in other business activities and may, in the
future become involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between our business and their other business interests. We have not and do not
intend in the future to formulate a policy for the resolution of such conflicts.

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

Exhibit Number            Exhibit

2.1         Articles of Incorporation (Incorporated by reference in the Form
            10-SB dated 07/08/99)
2.2         By-laws (Incorporated by reference in the Form 10-SB dated 07/08/99)
3.0         Share Certificate (Incorporated by reference in the Form 10-SB dated
            07/08/99)

         No reports on Form 8-K were filed during the last quarter of the period
covered by this report.



                                       10
<PAGE>



                                   Signatures

         In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                          /s/  James Bailey
                                          -----------------
                                          By: James Bailey
                                          Title: President & Director
                                          Date: April 10, 2001




                                       11
<PAGE>


INDEPENDENT AUDITOR'S REPORT



Board of Directors and Shareholders
Auto Wholesale Specialists, Inc.


We have audited the balance sheets Auto Wholesale Specialists, Inc. (a
development stage company) as of December 31, 2000 and the related statements of
operations, changes in stockholders' equity, and cash flows for each of the two
years then ended and for the period from inception to December 31, 2000. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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 Auto Wholesale Specialists, Inc.
as of December 31, 2000 and the results of its operations and cash flows for
each of the two years then ended and for the period from inception to December
31, 2000, in conformity with generally accepted accounting principles.

                               James E. Scheifley & Associates, P.C.
                               Certified Public Accountants

Denver, Colorado
February 16, 2001


                                      F-1
<PAGE>

                        Auto Wholesale Specialists, Inc.
                          (A Development Stage Company)
                                  Balance Sheet


                                ASSETS
                                ------
                                                                    December 31,
Current assets:                                                         2000
                                                                     ----------

      Total current assets                                             $     --
                                                                       --------

Total assets                                                           $     --
                                                                       ========

                         STOCKHOLDERS' EQUITY
                         --------------------

Current liabilities:
  Accounts payable                                                     $    350
                                                                       --------
      Total current liabilities                                             350


Stockholders' equity:
 Common stock, $.001 par value,
  50,000,000 shares authorized, 2,000,000 shares
  issued and outstanding                                                  2,000
 Additional paid in capital                                               9,044
 (Deficit) accumulated during
  development stage                                                     (11,394)
                                                                       --------
                                                                           (350)

                                                                       $      -
                                                                       ========




                 See accompanying notes to financial statements.

                                      F-2
<PAGE>

                        Auto Wholesale Specialists, Inc.
                          (A Development Stage Company)
                            Statements of Operations
                   Years Ended December 31, 2000 and 1999 and
       For the Period From Inception (July 11, 1994) to December 31, 2000
<TABLE>
<CAPTION>



                                                                                                  Period From
                                                                Years Ended                      Inception To
                                                     December 31,          December 31,           December 31,
                                                        2000                   1999                  2000
                                                     -----------            -----------           -----------
<S>                                                  <C>                    <C>                    <C>
 Operating expenses:
   Consulting services                               $        --            $        --            $     5,000
   Professional fees                                       2,050                  1,300                  3,350
   Coroprate reinstatement fee                                --                     --                  1,244
   Administrative expenses                                   600                    600                  1,800
                                                                            -----------            -----------
                                                           2,650                  1,900                 11,394
                                                     -----------            -----------            -----------

(Loss from operations) and net (loss)                $    (2,650)           $    (1,900)           $   (11,394)
                                                     ===========            ===========            ===========


Per share information:
 Basic and diluted (loss) per common share           $        --            $        --            $        --
                                                     ===========            ===========            ===========

 Weighted average shares outstanding                   2,000,000              2,000,000              2,000,000
                                                     ===========            ===========            ===========
</TABLE>





                    See accompanying notes to financial statements.

                                      F-3
<PAGE>

                        Auto Wholesale Specialists, Inc.
                          (A Development Stage Company)
                  Statement of Changes in Stockholders' Equity
       For the Period From Inception (July 11, 1994) to December 31, 2000
<TABLE>
<CAPTION>



                                                                                                         Deficit
                                                               Common Stock             Additional     Accumulated
                                                              ----------------            Paid-in    During Develop-
                     ACTIVITY                              Shares          Amount         Capital       ment Stage          Total
                                                         ---------       ---------       ---------       ---------        ---------
<S>                                                      <C>             <C>             <C>             <C>              <C>
Shares issued for services
  on June 15, 1995 @ $.0025 per share                    2,000,000       $   2,000       $   3,000       $      --        $   5,000

Net loss for the period ended
  December 31, 1995                                             --              --              --          (5,000)          (5,000)
                                                         ---------       ---------       ---------       ---------        ---------

Balance December 31, 1995 through 1997                   2,000,000           2,000           3,000          (5,000)              --

Contribution of capital by
  major shareholder                                                                          1,844                            1,844

Net (loss) for the year
 ended December 31, 1998                                        --              --              --          (1,844)          (1,844)
                                                         ---------       ---------       ---------       ---------        ---------

Balance, December 31, 1998                               2,000,000           2,000           4,844          (6,844)              --

Contribution of capital by
  major shareholder                                                                          1,900                            1,900

Net (loss) for the year
 ended December 31, 1999                                        --              --              --          (1,900)          (1,900)
                                                         ---------       ---------       ---------       ---------        ---------

Balance, December 31, 1999                               2,000,000           2,000           6,744          (8,744)              --

Contribution of capital by
  major shareholder                                                                          2,300                            2,300

Net (loss) for the year
 ended December 31, 2000                                        --              --              --          (2,650)          (2,650)
                                                         ---------       ---------       ---------       ---------        ---------

Balance, December 31, 2000                               2,000,000       $   2,000       $   9,044       $ (11,394)       $    (350)
                                                         =========       =========       =========       =========        =========
</TABLE>





                See accompanying notes to financial statements.


                                      F-4
<PAGE>

                        Auto Wholesale Specialists, Inc.
                          (A Development Stage Company)
                            Statements of Cash Flows
                   Years Ended December 31, 2000 and 1999 and
       For the Period From Inception (July 11, 1994) to December 31, 2000
<TABLE>
<CAPTION>

                                                                                                  Period From
                                                                  Years Ended                    Inception To
                                                         December 31,        December 31,         December 31,
                                                            2000                 1999                 2000
                                                          --------             --------             --------


<S>                                                       <C>                  <C>                  <C>
Net income (loss)                                         $ (2,650)            $ (1,900)            $(11,394)
  Adjustments to reconcile net income to net cash provided by operating
   activities:
   Services provided as capital contribution                 2,300                1,900               11,044
  Changes in assets and liabilities:
   Increase in accounts payable                                350                   --                  350
                                                          --------             --------             --------

  Total adjustments                                          2,650                1,900               11,394
                                                          --------             --------             --------
  Net cash provided by (used in)
   operating activities                                         --                   --                   --

Increase (decrease) in cash                                     --                   --                   --
Cash and cash equivalents,
 beginning of period                                            --                   --                   --
                                                          --------             --------             --------
Cash and cash equivalents,
 end of period                                            $     --             $     --             $     --
                                                          ========             ========             ========
</TABLE>




                 See accompanying notes to financial statements.

                                      F-5
<PAGE>

                        Auto Wholesale Specialists, Inc.
                          (A Development Stage Company)
                            Statements of Cash Flows
                   Years Ended December 31, 2000 and 1999 and
       For the Period From Inception (July 11, 1994) to December 31, 2000



                                                Years Ended         Period From
                            Ended Ended Inception To
                     December 31, December 31, December 31,
                                           2000           1999          2000
                                        -----------    ------------  -----------

Supplemental cash flow information:

Cash paid for interest                   $  --          $  --          $   --
Cash paid for income taxes               $  --          $  --          $   --







                 See accompanying notes to financial statements.

                                      F-6
<PAGE>

Auto Wholesale Specialists, Inc.
Notes to Financial Statements
December 31, 2000


Note 1. Organization and Summary of Significant Accounting Policies.
        ------------------------------------------------------------

The Company was incorporated in Florida on July 11, 1994. The Company is in its
development stage and to date its activities have been limited to organization
and capital formation. On October 25, 1999, the Company's Board of Directors
authorized a 2 share for 1 share forward stock split. All share and per share
information in the foregoing financial statements and notes thereto have been
restated to reflect the stock split.

     Loss per share:
Basic Earnings per Share ("EPS") is computed by dividing net income available to
common stockholders by the weighted average number of common stock shares
outstanding during the year. Diluted EPS is computed by dividing net income
available to common stockholders by the weighted-average number of common stock
shares outstanding during the year plus potential dilutive instruments such as
stock options and warrants. The effect of stock options on diluted EPS is
determined through the application of the treasury stock method, whereby
proceeds received by the Company based on assumed exercises are hypothetically
used to repurchase the Company's common stock at the average market price during
the period. Loss per share is unchanged on a diluted basis since the Company has
no potentially dilutive securities outstanding.

      Cash:
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to be
cash equivalents.

     Estimates:
The preparation of the Company's financial statements requires management to
make estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from these
estimates

The Company does not hold or issue financial instruments for trading purposes
nor does it hold or issue interest rate or leveraged derivative financial
instruments

     Stock-based Compensation:
The Company adopted Statement of Financial Accounting Standard No. 123 (FAS
123), Accounting for Stock-Based Compensation beginning with the Company's first
quarter of 1996. Upon adoption of FAS 123, the Company continued to measure
compensation expense for its stock-based employee compensation plans using the
intrinsic value method prescribed by APB No. 25, Accounting for Stock Issued to
Employees. The Company did not pay any stock based compensation during any
period presented.

                                      F-7
<PAGE>



     New Accounting Pronouncements:
SFAS No. 130, "Reporting Comprehensive Income", establishes guidelines for all
items that are to be recognized under accounting standards as components of
comprehensive income to be reported in the financial statements. The statement
is effective for all periods beginning after December 15, 1997 and
reclassification financial statements for earlier periods will be required for
comparative purposes. To date, the Company has not engaged in transactions that
would result in any significant difference between its reported net loss and
comprehensive net loss as defined in the statement and therefore the reported
net loss is equivalent to comprehensive net loss.

In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1, Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use ("SOP 98-1"). SOP 98-1 provides
authoritative guidance on when internal-use software costs should be capitalized
and when these costs should be expensed as incurred.

Effective in 1998, the Company adopted SOP 98-1, however the Company has not
incurred costs to date which would require evaluation in accordance with the
SOP.

Effective December 31, 1998, the Company adopted SFAS No. 131, Disclosures about
Segments of an Enterprise and Related Information ("SFAS 131"). SFAS 131
superseded SFAS No. 14, Financial Reporting for Segments of a Business
Enterprise. SFAS 131 establishes standards for the way that public business
enterprises report information about operating segments in annual financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports. SFAS 131 also establishes
standards for related disclosures about products and services, geographic areas,
and major customers.

The adoption of SFAS 131 did not affect results of operations or financial
position. To date, the Company has not operated in any business activity.

Effective December 31, 1998, the Company adopted the provisions of SFAS No. 132,
Employers' Disclosures about Pensions and Other Post-retirement Benefits ("SFAS
132"). SFAS 132 supersedes the disclosure requirements in SFAS No. 87,
Employers' Accounting for Pensions, and SFAS No. 106, Employers' Accounting for
Post-retirement Benefits Other Than Pensions. The overall objective of SFAS 132
is to improve and standardize disclosures about pensions and other
post-retirement benefits and to make the required information more
understandable. The adoption of SFAS 132 did not affect results of operations or
financial position.

The Company has not initiated benefit plans to date which would require
disclosure under the statement.

                                      F-8
<PAGE>



In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"), which
is required to be adopted in years beginning after June 15, 1999. SFAS 133 will
require the Company to recognize all derivatives on the balance sheet at fair
value. Derivatives that are not hedges must be adjusted to fair value through
income. If the derivative is a hedge, depending on the nature of the hedge,
changes in the fair value of derivatives will either be offset against the
change in fair value of hedged assets, liabilities, or firm commitments through
earnings or recognized in other comprehensive income until the hedged item is
recognized in earnings. The ineffective portion of a derivative's change in fair
value will be immediately recognized in earnings. The Company has not yet
determined what the effect of SFAS 133 will be on earnings and the financial
position of the Company, however it believes that it has not to date engaged in
significant transactions encompassed by the statement.

During 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-5 - Reporting on the Costs of Start-Up Activities. The
statement is effective for fiscal years beginning after December 15, 1998 and
requires that the cost of start-up activities, including organization costs be
expensed as incurred. The Company adopted the statement during 1999, however
such adoption had no impact upon the financial statements.

Note 2.  Stockholders' Equity.

On June 15, 1995 the Company issued 2,000,000 shares of its common stock to its
founders in exchange for services valued at $5,000. During October 1998, the
Company's principal shareholder paid expenses of the Company amounting to $1,244
to reinstate the Company in the State of Florida. Additionally, the shareholder
provides office services to the Company that were valued at $600 for each of the
years ended December 31, 2000 and 1999. No such costs were provided for in
periods prior to the year ended December 31, 1998 as the Company was dormant.
During the years ended December 31, 2000 and 1999, the shareholder paid $2,050
and $1,300 of professional fees in behalf of the Company. The shareholder does
not expect repayment of the expenses paid and the Company is not obligated to
make such repayment, therefore, the Company has recorded the expenses as a
contribution to its capital by the shareholder.


                                      F-9
<PAGE>



Note 3. Related Party Transactions.

The Company neither owns nor leases any real or personal property. Office
services are provided without charge by an officer of the Company. The fair
value of such costs have been estimated to be approximately $50 per month and
have been reflected in the accompanying financial statements. The officers and
directors of the Company are involved in other business activities and may
become involved in other business activities in the future. Such business
activities may conflict with the activities of the Company. The Company has not
formulated a policy for the resolution of any such conflicts that may arise.

Note 4. Income Taxes

Deferred income taxes may arise from temporary differences resulting from income
and expense items reported for financial accounting and tax purposes in
different periods. Deferred taxes are classified as current or non-current,
depending on the classifications of the assets and liabilities to which they
relate. Deferred taxes arising from temporary differences that are not related
to an asset or liability are classified as current or non-current depending on
the periods in which the temporary differences are expected to reverse. The
Company had no significant deferred tax items arise during the period presented.

The Company has not provided for income taxes during the periods ended December
31, 2000 and 1999 as a result of an operating losses. The Company has a net
operating loss carryforward at December 31, 2000 of approximately $11,300, which
expires $5,000 in 2010, $1,800 in 2013, $1,900 in 2014 and $2,600 in 2015. The
Company has fully reserved the deferred tax asset (approximately $1,700) that
would arise from the loss carryforward since it is more likely than not that the
Company will not sustain a level of operations that will provide sufficient
taxable income to utilize the loss to reduce taxes in future periods. The
reserve increased by approximately $400 for the year ended December 31, 2000.



                                      F-10