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 September 30, 1999

[ ] 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, Fl. 32828
               (Address of principal executive offices) (Zip Code)

             Registrant's Telephone number, including area code:
                                 (407) 650-0333

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:

             1,000,000 Shares of Common Stock ($.001 par value)
                               (Title of Class)

Transitional Small Business Disclosure Format (check one):

Yes                   No         X
      -------                --------




                                       1
<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




                                       2



<PAGE>
<TABLE>
<CAPTION>
                                    PART I

Item  1.  Financial  Statements:


                        Auto Wholesale Specialists, Inc.
                          (A Development Stage Company)
                                  Balance Sheet
                               September 30, 1999
                                   (Unaudited)

                            ASSETS
                            ------

Current assets:                                                           1999
                                                                        -------
<S>                                                                     <C>
      Total current assets                                              $  --
                                                                        -------

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

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


Stockholders' equity:
 Common stock, $.001 par value,
  50,000,000 shares authorized, 1,000,000 shares
  issued and outstanding                                                  1,000
 Additional paid in capital                                               6,294
 (Deficit) accumulated during
  development stage                                                      (7,294)
                                                                        -------
                                                                           --
                                                                        -------
                                                                        $  --
                                                                        =======
</TABLE>



                 See accompanying notes to financial statements.


                                       3

<PAGE>
<TABLE>
<CAPTION>

                        Auto Wholesale Specialists, Inc.
                          (A Development Stage Company)
                            Statements of Operations
         Three Months and Nine Months Ended September 30, 1999 and 1998
                                   (Unaudited)


                                                  Three Months   Three Months   Nine Months   Nine Months     Inception
                                                     Ended          Ended          Ended         Ended            to
                                                 September 30,  September 30,  September 30, September 30,  September 30,
                                                      1999           1998          1999           1998           1999
                                                  -----------    -----------    -----------   -----------    -----------
                                                  (Unaudited)    (Unaudited)    (Unaudited)   (Unaudited)    (Unaudited)
                                                  -----------    -----------    -----------   -----------    -----------
<S>                                               <C>            <C>             <C>            <C>         <C>
 Operating expenses                               $       150    $    --         $       450    $    --     $     7,294
                                                  -----------    ---------       -----------    ---------   -----------
(Loss from operations) and net (loss)             $      (150)   $    --         $      (450)   $    --     $    (7,294)
                                                  ===========    =========       ===========    =========   ===========


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

 Weighted average shares outstanding                1,000,000    1,000,000         1,000,000    1,000,000     1,000,000
                                                  ===========    =========       ===========    =========   ===========

</TABLE>



                 See accompanying notes to financial statements.




                                       4


<PAGE>
<TABLE>
<CAPTION>
                        Auto Wholesale Specialists, Inc.
                          (A Development Stage Company)
                            Statements of Cash Flows
                  Nine Months Ended September 30, 1999 and 1998
                                   (Unaudited)

                                                                          Nine Months        Nine Months       Period From
                                                                             Ended              Ended         Inception To
                                                                         September 30,      September 30,     September 30,
                                                                              1999               1998             1999
                                                                          -----------        -----------       -----------
                                                                          (Unaudited)        (Unaudited)       (Unaudited)
                                                                          -----------        -----------       -----------
<S>                                                                       <C>                 <C>               <C>
Net income (loss)                                                         $  (450)            $   --            $(7,294)
  Adjustments to reconcile net income to net
   cash provided by operating activities:
   Services provided as capital contribution                                  450                 --              7,294
                                                                          -------             --------          -------
  Total adjustments                                                           450                 --              7,294
                                                                          -------             --------          -------
  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, 1998.

Stockholders' equity

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

During the period ended September 30, 1999 the Company recorded $450, 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. This
amount has been accounted for as a capital contribution to the Company by its
president.


                                       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 September 30, 1999, 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>


(c)      Year 2000 issues "Year 2000 problems" result primarily from the
         inability of some computer software to properly store, recall or use
         data after December 31, 1999. The Company is engaged primarily in
         organizational and fund raising activities and accordingly, does not
         rely on information technology ("IT") systems. Accordingly the Company
         does not believe that it will be materially affected by Year 2000
         problems. The Company relies on non-IT systems that may suffer from
         Year 2000 problems including telephone systems, facsimile and other
         office machines. Moreover, the Company relies on third parties that may
         suffer from Year 2000 problems that could affect the Company's
         operations including banks and utilities. In light of the Company's
         minimal operations, the Company does not believe that such non-IT
         systems or third-party Year 2000 problems will affect the Company in a
         manner that is different or more substantial than such problems affect
         other similarly situated companies. Consequently, the Company does not
         currently intend to conduct a readiness assessment of Year 2000
         problems or develop a detained contingency plan with respect to Year
         2000 problems that may affect the Company or third parties.


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.




Date:  October 15,  1999                       /s/ James Bailey
                                             ----------------------
                                             James Bailey, President






                                       9