SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark one)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                For the quarterly period ended September 30, 2002

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

               For the transition period from ________to________.

                          Commission File No. 333-97193

                        AUTO WHOLESALE SPECIALISTS, INC.
               --------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Florida                                          59-3254927
---------------------------------               --------------------------------
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)

                 1008 Royal Aberdeen Way, Orlando, Florida 32779
       ------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (407) 382-9233
                     ---------------------------------------
              (Registrant's telephone number, including area code)

                                       N/A
              ----------------------------------------------------
              (Former name, former address and formal fiscal year,
                          if changed since last report)

         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 [ ]

         As of as of the close of the period covered by this report the issuer
had a total of 80,000,000 Shares of Common Stock ($.001 par value) issued and
outstanding.


                                       12
<PAGE>

                        AUTO WHOLESALE SPECIALISTS, INC.

INDEX                                                                 Page
                                                                     Number
                                                                   ---------

PART I - FINANCIAL INFORMATION

 Item 1.  Financial Statements
          Balance Sheets - September 30, 2002 .......................   1

          Statements of Operations - For the three
          months ended September 30, 2002 and September 30, 2001 ....   2

          Statements of Cash Flows - For the three
          months ended September 30, 2002 and September 30, 2001 ....   3

          Notes to Financial Statements .............................   4

 Item 2.  Management's Discussion and Analysis of Financial Condition
            and Results of Operations ...............................   5

 Item 3.  Controls and Procedures ...................................   6

PART II - OTHER INFORMATION

 Item 1.  Legal Proceedings .........................................   7
 Item 2.  Changes in Securities .....................................   7
 Item 3.  Exhibits and Reports on Form 8-K ..........................   7
 Item 4.  Submission of Matters to a Vote of Security Holders .......   7
 Item 5.  Other Information .........................................   7
 Item 6.  Exhibits and Reports on Form 8-K ..........................   7


SIGNATURES ..........................................................   9



<PAGE>


                   PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

                        Auto Wholesale Specialists, Inc.
                           Consolidated Balance Sheet
                               September 30, 2002
                                   (Unaudited)
                                                                   September 30,
                                                                        2002
                                                                        ----
                           ASSETS


Current assets:

  Cash                                                               $  1,049
  Net investment in direct financing
   and sale type leases                                                 1,275
                                                                     --------
      Total current assets                                              2,324

Equipment on operating lease, net of
 accumulated depreciation of $13,209                                    3,635

Net investment in direct financing
 and sale type leases                                                     460
                                                                     --------

Total assets                                                         $  6,418
                                                                     ========

            LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                   $    700
                                                                     --------
      Total current liabilities                                           700

Lease deposits                                                          1,184

Stockholders' equity:
 Common stock, $.001 par value,
  100,000,000 shares authorized, 80,000,000 shares
  issued and outstanding                                               52,000
 Additional paid in capital                                              --
 Accumulated (deficit)                                                (47,466)
                                                                     --------
                                                                        4,534
                                                                     --------
                                                                     $  6,418
                                                                     ========


                 See accompanying notes to financial statements.


                                       1
<PAGE>

                        Auto Wholesale Specialists, Inc.
                      Consolidated Statements of Operations
         Three Months and Nine Months Ended September 30, 2002 and 2001
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                Three Months Ended              Nine Months Ended
                                                   September 30,                  September 30,
                                               2002            2001            2002           2001
                                               ----            ----            ----           ----
<S>                                       <C>             <C>             <C>             <C>
Lease income                              $        987    $      2,598    $      1,867    $     13,809

 Operating expenses:
   Consulting services                            --             1,320            --             3,320
   Professional fees                               700            --               700             545
   Depreciation expense                            990           2,455           2,970           7,963
   Loss on disposition of leased assets         13,206          13,206
   Other administrative expenses                 1,062             582           3,156           1,418
                                          ------------    ------------    ------------    ------------
                                                 2,752          17,563           6,826          26,452
                                          ------------    ------------    ------------    ------------
 Income (loss) from operations
   and net income (loss)                  $     (1,765)   $    (14,965)   $     (4,959)   $    (12,643)
                                          ============    ============    ============    ============


Per share information:
  Basic and diluted income
   (loss) per common share                $      (0.00)   $      (0.00)   $      (0.00)   $      (0.00)
                                          ============    ============    ============    ============

 Weighted average shares outstanding        80,000,000      80,000,000      80,000,000      80,000,000
                                          ============    ============    ============    ============
</TABLE>


                 See accompanying notes to financial statements.

                                       2
<PAGE>

                        Auto Wholesale Specialists, Inc.
                      Consolidated Statements of Cash Flows
                  Nine Months Ended September 30, 2002 and 2001
                                   (Unaudited)

                                                            Nine Months Ended
                                                              September 30,
                                                            2002         2001
                                                            ----         ----


Net income (loss)                                        $ (4,959)     $(12,643)
  Adjustments to reconcile net income to net
   cash provided by operating activities:
  Depreciation                                              2,969         7,963
  Capital contribution by affiliate                         2,000          --
  Loss on disposition of leased assets                       --          13,206
  Changes in assets and liabilities:
  (Increase) decrease in financing leases                    --          45,140
  Increase (decrease) in accounts payable                     700         1,183
  Increase (decrease) in customer deposits                   --         (13,659)
  Increase (decrease) in accrued sales taxes                 --            (572)
                                                         --------      --------

  Total adjustments                                         5,670        53,261
                                                         --------      --------
  Net cash provided by (used in)
   operating activities                                       711        40,618

Cash flows from investing activities:
   Acquisition of plant and equipment                        --            --
                                                         --------      --------
Net cash (used in) investing activities                      --            --

Cash flows from financing activities:
  Repayment of related party loans                           --         (33,600)
                                                         --------      --------
Net cash (used in) financing activities                      --         (33,600)

Increase (decrease) in cash                                   711         7,018
Cash and cash equivalents,
 beginning of period                                          338         9,261
                                                         --------      --------
Cash and cash equivalents,
 end of period                                           $  1,049      $ 16,279
                                                         ========      ========


                 See accompanying notes to financial statements.

                                       3
<PAGE>


Notes to Financial Statements

Auto Wholesale Specialists, Inc.
Notes to Financial Statements


Basis of presentation

The accompanying condensed unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to form 10-QSB. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included.

The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year. The accompanying
financial statements should be read in conjunction with the Company's form
10-KSB filed for the year ended December 31, 2001.

Stockholders' equity

Basic (loss) per share was computed using the weighted average number of common
shares outstanding.

During the period ended September 30, 2002 the Company recorded $150, as the
fair value services provided by its president for management of the Company and
for the provision of office space and related administrative services and a
stockholder paid $1,850 of professional fees in behalf of the Company. These
amounts have been accounted for as capital contributions to the Company.

During March 2002, the Company's Board of Directors authorized an increase in
authorized common stock from 50,000,000 shares to 100,000,000 shares and
declared a 4 share for 1 share stock split. All share and per share information
presented in the forgoing financial statements has been restated to reflect
these events.

On April 3, 2002, the Company entered into a definitive business combination
agreement to acquire through a stock-for-stock exchange all of the outstanding
securities of Progressive Leasing, Inc., a Florida corporation. Progressive
Leasing, Inc. ("Progressive") is a start-up small lender/broker leasing company.
As a lender, Progressive intends to provide 100% lease financing in the $2,000
to $75,000 transaction range for a term of 12 to 60 months for most types of
equipment used for business purposes. The Company intends to do business through
Progressive, maintaining Progressive as its wholly-owned subsidiary. The Company
issued 72,000,000 shares of its common stock to the sole shareholder of
Progressive to complete the merger. The merger has been accounted for as a
reverse merger.


                                       4
<PAGE>

Item 2.  Management's Discussion and Analysis

FORWARD-LOOKING STATEMENTS

Matters discussed herein, contain forward-looking statements that involve risk
and uncertainties. This is particularly true as it relates to comments about the
development and funding of our subsidiary Progressive Leasing's future ability
to generate leasing customers, expectations about profitability, and expansion
of leasing products. Results may differ significantly from results indicated by
forward-looking statements. Factors that might cause some differences, include,
but are not limited to: (1) changes in general economic conditions, including
but not limited to increases in interest rates; (2) government regulations
affecting leasing customers; (3) the ability of Progressive Leasing to
successfully bring new leasing products into full and profitable sales; (6) the
Company's ability to raise sufficient debt and/or equity capital to implement
its business plans; and (7) the ability of the Company to attract the needed
networks for leasing sales distribution.

1.       Results of Operations

Leasing sales for the three-month period ended September 30, 2002 decreased to
$987 from the three-month period ended September 30, 2001, when sales were
$2,598, while sales for the nine-month period ended September 30, 2002 decreased
to $1,867 from the nine-month period ended September 30, 2001, when sales were
$13,809. The Company had an operating loss of $1,765 for the three-months ended
September 30, 2002 and an operating loss of $4,959 for the nine-months ended
September 30, 2002, as compared to an operating loss of $14,965 and an operating
loss of $12,643, respectively, over the comparable prior year periods.

Again, the principal reason for the decrease in profitability was due to a
decreased demand for the Company's leasing products and services, and increased
costs due to the Company's legal and accounting expenses due to the Company's
filing of an SB-2 registration statement with the Commission in August 2002. The
Company's operating loss for the comparable three and nine-month periods
decreased by $13,200 and $7,684, respectively, due to a one-time loss on
disposition of leased assets of $13,206 during first quarter 2001. The Company's
overall forecast for increasing sales during the next several months and into
2003 remains pessimistic.

2.       Liquidity and Capital Requirements

As of September 30, 2002, the Company had cash of $1,049 and total assets of
$6,418. There can be no assurance that the Company will be able to expand its
leasing sales or to exploit fully any other business opportunity that management
may be able to locate on behalf of the Company. The leasing business in which
the Company competes is highly competitive, and there are several leasing
companies throughout the US and Canada with greater resources and more cash than
the Company. The Company's long-term liquidity will be dependent on an increase
in leasing sales so that the Company can generate cash flow from operations.

                                       5
<PAGE>

As such, the Company will continue seek additional financing through loans, the
sale and issuance of additional debt and/or equity securities, or other
financing arrangements. For the foreseeable future, the Company through its
management intends to pursue acquisitions as a means to develop the Company. The
Company does not intend to pay dividends in the foreseeable future. As of the
end of the reporting period, the Company had no material cash or cash
equivalents. There was no significant change in working capital during this
quarter.

Item 3.  Controls and Procedures

Pursuant to provisions of the Securities Exchange Act of 1934, the Corporation's
chief executive officer and chief financial officer are responsible for
establishing and maintaining disclosure controls and procedures for the
Corporation. They have designed such disclosure controls and procedures to
ensure that material information relating to the Corporation is made known to
them in a timely fashion by others within the Corporation, particularly during
periods when the Corporation's quarterly and annual reports are being prepared.
They have evaluated the effectiveness of the Corporation's disclosure controls
and procedures within 90 days prior to the filing date of this quarterly report
on Form 10-QSB, and based on their evaluation of these controls and procedures,
concluded that the Corporation's disclosure controls and procedures were
operating effectively as of the Evaluation Date.

There were no significant changes in the Corporation's internal controls or in
other factors that could significantly affect its natural controls subsequent to
the date of their most recent evaluation.

                                       6
<PAGE>


PART II -- OTHER INFORMATION

Item 1. Legal Proceedings.
----------------------------

         There are no pending legal proceedings, and the Company is not aware of
any threatened legal proceedings, to which the Company is a party or to which
its property is subject.

Item 2. Changes in Securities.
--------------------------------

         (a) None

         (b) None of the rights evidenced by any class of the Company's
registered securities have been materially limited or qualified by the issuance
or modification of any other class of the Company's securities.

Item 3. Defaults Upon Senior Securities.
------------------------------------------

         (Not applicable)

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

     None

Item 5. Other Information.
----------------------------

         The Company filed an SB-2 registration filing with the Commission on
August 29, 2002 and filed an amendment to this filing on November 15, 2002, and
is currently waiting for additional comments from the Commission.

Item 6.  Exhibits and Reports on Form 8-K.
------------------------------------------

(a) Exhibits

         99.    Title 18 Certification
         99.1   Letter to James Scheifley

(b) Reports on Form 8-K

         (Not applicable)


                                       7
<PAGE>

CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995

Statements in this discussion which are not historical facts may be considered
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended. The words "believe", "expect", "anticipate",
"estimate", and similar expressions identify forward-looking statements. Any
forward-looking statements involve risks and uncertainties that could cause
actual events or results to differ, perhaps materially, from the events or
results described in forward-looking statements. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
their dates. The Company has undertaken no obligation to publicly update or
revise any forward looking statements, whether as a result of new information,
future events or otherwise. Risks associated with the Company's forward-looking
statements include, but are not limited to, risks associated with the Company's
history of losses and uncertain profitability, currency fluctuations, the risks
of new and different legal and regulatory requirements, governmental approvals,
tariffs and trade barriers, risks associated with competition and technological
and product innovation by competitors, general economic conditions and
conditions in the leasing industry, reliance on key management, future capital
needs and uncertainty of additional financing, availability of loan funds or
other sources of capital, dilution, limited public market, liquidity, possible
volatility of stock price, recently adopted new listing standards for NASDAQ
securities and environmental matters.

                                       8
<PAGE>


                                   SIGNATURES
                                   ----------


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
Undersigned thereunto duly authorized.


                                            AUTO WHOLESALE SPECIALISTS, INC.
                                            (Registrant)



                                            By: /s/ Pamela Wilkinson
                                            ----------------------------
                                                     Pamela Wilkinson
                                                     President and CEO

Date: December 19, 2002



                                       9
<PAGE>


CERTIFICATION

I, Pamela Wilkinson certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of Auto Wholesale
         Specialists, Inc.;

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

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

4.       I am responsible for establishing and maintaining disclosure controls
         and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
         the registrant and I have:

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

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

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

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

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

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

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

                                            SIGNATURE


/s/ Pamela Wilkinson                    Title                        Date
--------------------          ------------------------         -----------------
Pamela Wilkinson              CEO, President, Director         December 19, 2002


                                       10