UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
         EXCHANGE ACT OF 1934 For the Quarter ended March 31, 2000

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THEE EXCHANGE ACT

               For the transition period                to
                                         --------------    --------------

Commission file number          -         -

                          AUTO WHOLESALE SPECIALISTS, INC.
              (Exact name of Small Business Company in its charter)


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


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

               Registrant's Telephone number, including area code:
                                 (407) 822-3664

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding twelve months (or such shorter period that the Registrant
was required to file such reports), and (2) has been subject to file such filing
requirements for the past thirty days.

Yes  X            No
    ---             ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report:

             2,000,000 Shares of Common Stock ($.001 par value)
                                (Title of Class)

Transitional Small Business Disclosure Format (check one):

Yes               No X
    ---             ---

<PAGE>

                   AUTO WHOLESALE SPECIALISTS, INC.



PART  I:         Financial  Information

     ITEM  1  -  Financial  statements

     ITEM 2 -    Management's' discussion and analysis of financial condition
                 and results of operations

PART  II:        Other  Information


                                     PART I

Item  1.  Financial  Statements:


                                       2

<PAGE>

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

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

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

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

                        STOCKHOLDERS' EQUITY
                        --------------------
Current liabilities:
      Total current liabilities                                         $  --
                                                                        -------


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                                               7,894
 (Deficit) accumulated during
  development stage                                                      (9,894)
                                                                        -------
                                                                           --
                                                                        -------
                                                                        $  --
                                                                        =======


                 See accompanying notes to financial statements.

                                       3

<PAGE>

                        Auto Wholesale Specialists, Inc.
                          (A Development Stage Company)
                            Statements of Operations
                        Three Months Ended March 31, 2000
         For the Period From Inception (July 11, 1994) to March 31, 2000
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                       Period From
                                                                                  Three Months Ended                   Inception To
                                                                            March 31,              March 31,             March 31,
                                                                              2000                   1999                  2000
                                                                              ----                   ----                  ----
<S>                                                                        <C>                     <C>                  <C>
 Operating expenses:
   Consulting services                                                     $      --               $    --              $     5,000
   Professional fees                                                             1,000                  --                    2,300
   Coroprate reinstatement fee                                                    --                    --                    1,244
   Administrative expenses                                                         150                  --                    1,350
                                                                           -----------             ---------            -----------
                                                                                 1,150                  --                    9,894
                                                                           -----------             ---------            -----------

(Loss from operations)and net(loss)                                        $    (1,150)            $    --              $    (9,894)
                                                                           ===========             =========            ===========


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.

                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                  Period From
                                                                 Three Months Ended              Inception To
                                                            March 31,           March 31,          March 31,
                                                               2000               1999               2000
                                                               ----               ----               ----
<S>                                                         <C>                   <C>              <C>
Net income (loss)                                           $(1,150)              $--              $(9,894)
  Adjustments to reconcile net income to net
   cash provided by operating activities:
   Services provided as capital contribution                  1,150                --                9,894
                                                            -------               ---              -------
  Total adjustments                                           1,150                --                9,894
                                                            -------               ---              -------
  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.

                                       5

<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-SB
filed for the year ended December 31, 1999.

Stockholders' equity

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

During the period ended March 31, 2000 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
stockho;der paid $1,000 of professional fees in behalf of the Company. These
amounts have been accounted for as a capital contributions to the Company.


                                       6
<PAGE>


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

(a)  Plan of Operation. Auto Wholesale Specialists, Inc. (the "Company") was
     organized under the laws of the State of Florida to engage in any lawful
     business. The Company was formed for the purpose of creating a vehicle to
     obtain capital to take advantage of business opportunities that may have
     potential for profit. Management of the Company has unlimited discretion in
     determining the business activities in which the Company will become
     engaged. Such companies are commonly referred to as "blind pool/blank
     check" companies. There is and can be no assurance that the Company will be
     able to acquire an interest in any such opportunities that may exist or
     that any activity of the Company, even after any such acquisition, will be
     profitable.

     The Company has generated no revenues from its operations and has been a
development stage company since inception. Since the Company has not generated
revenues and has never been in a profitable position, it operates with minimal
overhead.

     During the period of this report, the Company has not engaged in any
preliminary efforts intended to identify any possible acquisitions nor entered
into a letter of intent concerning any business opportunity.

(b)  Liquidity and Capital Resources. At March 31, 2000, the Company had no
     material cash or other assets with which to conduct operations. There can
     be no assurance that the Company will be able to complete its business plan
     and to exploit fully any business opportunity that management may be able
     to locate on behalf of the Company. Due to the lack of a specified business
     opportunity, the Company is unable to predict the period for which it can
     conduct operations. Accordingly, the Company will need to seek additional
     financing through loans, the sale and issuance of additional debt and/or
     equity securities, or other financing arrangements. Management of the
     Company has advised that they will pay certain costs and expenses of the
     Company from their personal funds as interest free loans in order to
     facilitate development of the Company's business plan. Management believes
     that the Company has inadequate working capital to pursue any operations at
     this time; however, loans to the Company from management may facilitate
     development of the business plan. 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.

                                        7
<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) There have been no material modifications in any of the instruments
defining the rights of the holders of any of the Company's registered
securities.

     (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.
------------------------------------------------------------
     (Not applicable)

Item 5. Other Information.
--------------------------
     (Not applicable)

Item 6. Exhibits and Reports on Form 8-K.
-----------------------------------------
     (a) Exhibits

     No exhibits as set forth in Regulation SB, are considered necessary for
this filing.

     (b) Reports on Form 8-K

     No reports on Form 8-K were filed during the quarter for which this report
is filed.

                                       8
<PAGE>

Signature

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.

                                       9


Date:  May 11, 2000                          /s/ James H. Bailey
                                             ---------------------------
                                             James H. Bailey, President