================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB
                                  -------------
(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED
     FEBRUARY 28, 2002

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
     FROM  ________________ TO _________________

                         Commission file number 0-31217

                              E-STAR HOLDINGS, INC.
               (Exact name of issuer as specified in its charter)


                NEVADA                               06-1574303
   (State or other jurisdiction of                (I.R.S. Employer
    incorporation or organization)               Identification No.)

            165 EAB PLAZA
        WEST TOWER, 6TH FLOOR
            UNIONDALE, NY                               11566
(Address of principal executive offices)             (Zip Code)


Registrant's telephone number, including area code:        (516) 484-5269
                                                           ----------------

         Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001
par value

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes  X   No
    ---     ---

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K 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-K or any
amendment to this Form 10-K. [ X ]


      Registrant's revenues for its most recent fiscal year was $ 9,064,435


The number of shares outstanding of the Registrant's common stock is 51,250,000
(as of 6/5/02). There is not yet any trading market for the Registrant's common
stock.

DOCUMENTS INCORPORATED BY REFERENCE - None


================================================================================

<PAGE>



                              E-STAR HOLDINGS, INC.
                      INDEX TO ANNUAL REPORT ON FORM 10-KSB
                FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                          YEAR ENDED FEBRUARY 28, 2002

                              ITEMS IN FORM 10-KSB
                                                                            PAGE
Facing page

PART I

Item 1.    Business ...........................................................1
Item 2.    Properties..........................................................1
Item 3.    Legal Proceedings ..................................................5
Item 4.    Submission of Matters to
                     a Vote of Security Holders ............................None
PART II
Item 5.    Market for the Common Equity
                     and Related Stockholder Matters...........................6
Item 6.    Management's Discussion and Analysis................................7
Item 7.    Financial Statements...............................................10
Item 8.    Changes in and Disagreements with Accountants
                     on Accounting and Financial Disclosure.................None
PART III
Item 9.    Directors, Executive Officers, Promoters and
                     Control Persons; Compliance with Section 16(a)
                     of the Exchange Act......................................10
Item 10.             Executive Compensation...................................12
Item 11.             Security Ownership of Certain Beneficial
                     Owners and Management....................................12
Item 12.             Certain Relationships and Related Transactions.........None
Item 13.             Exhibits and Reports on Form 8-K.........................15
Signatures....................................................................16
Financial Statements.........................................................F-1



<PAGE>



                                     PART I

ITEMS 1 AND 2        BUSINESS AND PROPERTY


           We presently operate four car wash facilities, at two of which we
also operate gas stations. We operate convenience stores at each of these four
locations and sell jewelry at three of them. These four facilities are all
located on Long Island, New York, and operate under the name "All Star." These
are our four car wash/gas stations.

<TABLE>
<CAPTION>


   ADDRESS                       OWNED/LEASED                     EXPIRATION OF LEASE                 PRODUCTS AND SERVICES
   -------                       ------------                     -------------------                 ---------------------

OCEANSIDE

                           <C>                                 <C>                               <C>
210 Atlantic Avenue           Leased.  We have an                 May 31, 2008.  We                Car wash, gasoline, jewelry
Oceanside, NY                 option to purchase this             have five 5-year options         and convenience store
11572                         property.                           to extend this lease to
                                                                  May 31, 2033.
COPIAGUE
1191 Sunrise                  Leased                              February 1, 2020                 Car wash, jewelry and
Highway                                                                                            convenience store
Copiague, NY 11726

COMMACK
1103 Jericho                  Leased.  We have                    N/A                              Car wash, gasoline, jewelry
Turnpike                      recently exercised our                                               and convenience store
Commack, NY                   option to purchase this
11725                         property for $1,100,000,
                              paid $138,000 of the purchase price and are
                              negotiating to secure mortgage financing for
                              payment of the balance. We give no assurance that
                              we can secure such mortgage financing.
CENTEREACH
2495 Middle                   Leased.                             December, 2030                   Car wash and convenience
Country Road                                                                                       store
Centereach, NY
11720


</TABLE>

           Our business plan is to lease or sell some or all of our car wash/gas
station facilities to third parties who are not affiliated with us, our
directors or executive officers, if we deem the terms of such transaction
beneficial to our company. To the extent that our financial resources permit, we
will continue acquiring, building and/or renovating new car wash/gas station
facilities, with a view to selling and leasing such facilities to third parties.
Our goal is to have such purchasers and lessees and other


                                      -1-
<PAGE>



independently owned car washes and gas stations operate under our "All Star"
name and to participate in our membership programs which are described below.

           In the past year we have leased three of our car wash/gas station
facilities to non-affiliated third parties on the terms described below. The
tenant of each of these car wash/gas station facilities pays all the real estate
taxes and other expenses (except interest and principal payments on the
mortgage) for the leased property.

<TABLE>
<CAPTION>


                           CASH DOWN PAYMENT                                           EXPIRATION OF               PRODUCTS
   ADDRESS                   RECEIVED BY US                  YEARLY RENT                   LEASE                  AND SERVICES
   -------                   --------------                  -----------                   -----                    --------
<S>                          <C>                             <C>                           <C>                      <C>
FREEPORT                     $200,000*                       $75,600 - increases           Feb. 22, 2022              Car wash,
--------
199 Sunrise Highway                                          3.5% each year                                           gasoline and
Freeport, NY 11538                                                                                                    jewelry

PORT JEFFERSON               $50,000 plus 24                 $44,100 - increases           May 31, 2023               Car wash
--------------
103 Texaco Ave.              monthly payments of             5% each year                                             and
Port Jefferson, NY 11777     $6,784.09 each,                                                                          convenience
                             having begun in June                                                                     store
                             2001
SAYVILLE                     $700,000 (which                 $213,600 - increases          March 31, 2027             Car wash,
--------
4740-4750 Sunrise            included satisfaction of        3.5% each year                                           gasoline,
Highway                      a $350,000 obligation                                                                    fast lube,
Sayville, NY 11782           owed by us), plus                                                                        convenience
                             $350,000 in cash and a                                                                   store and
                             $250,000 payable with                                                                    jewelry
                             interest at 6% per
                             annum over 12 years
<FN>

--------------
*   Tenant has the option to purchase the property for $1,200,000 prior to
    September 1, 2002 and for $1,250,000 prior to March 1, 2003.
</FN>
</TABLE>


           All our three tenants operate their car wash/gasoline/fast lube
facilities under the name "All Star" and all three participate in our membership
programs.

         MEMBERSHIP PROGRAMS. We promote sales at our car wash and gasoline
station facilities through our "World's Best Membership.com" programs.

         We have membership plans for car wash, gasoline and jewelry sales. To
participate in any membership plan a prospective member has to pay a $69 annual
fee. The inducement for a prospective member to join our membership plan buying
clubs is to purchase our products and services below prevailing market prices.
We rely on fees paid by members for the plans described below to make up for all
or most of such reductions in prices. The following are the membership plans we
now offer.


                                      -2-
<PAGE>


<TABLE>
<CAPTION>



   PRICE PER CAR          SERVICE OR
(OR 2 CARS) PER YEAR       PRODUCT                                     MEMBERSHIP BENEFITS
<S>                        <C>                  <C>
        $ 99                Car Wash             Unlimited number of exterior washes only
       $ 399                Car Wash             Unlimited number of car washes, plus machine wax finish
                                                 and cleaning of interiors
       $ 499                Car Wash             Same as the car wash service for $399 per year but covers
    (for 2 cars)                                 two cars
        $ 75                Gasoline             Gasoline prices guaranteed to be at least 5(cent)per gallon
                                                 below the market price.  Currently we sell gasoline to the
                                                 members of this plan at approximately 10(cent)per gallon
                                                 below the market price.
       $ 225                Gasoline             Gasoline prices guaranteed to be at least 11(cent)per gallon
                                                 below the market price.  Currently we sell gasoline to the
                                                 members of this plan at 35(cent)to 40(cent)per gallon below the
                                                 market price.
        $ 25                Jewelry              Sales at 15% above our cost (which includes our applicable
                                                 overhead).
</TABLE>


           These car wash and gasoline plans are not available for vehicles used
for commercial purposes, such as taxicabs, car service and delivery vehicles.
For commercial vehicles we have membership plans for both car wash and gasoline
sales. For $199 yearly charge per commercial vehicle we offer for that vehicle
an unlimited number of exterior washes and guaranty gas prices at 5(cent) per
gallon below the market price. For $399 yearly charge per commercial vehicle, we
offer that vehicle an unlimited number of car washes, plus a machine wax finish,
cleaning of interiors, and guaranty gas prices at 5(cent) per gallon below the
market price. Nearby one of our two facilities that do not sell gasoline, two
gasoline stations sell gasoline at discounted prices to persons participating in
our gasoline membership plans, all membership fees being retained by us.

           Until now our Sayville facility (which we have leased for operation
by a third party) was the only one that provided a fast lube and oil change
service. Our tenant's fast lube and oil change service at Sayville is available
to our members at a price reduced by $10.00 from the price our tenant charges to
the general public, but only for non commercial vehicles for which a membership
has been secured.

           At all of our locations we also offer "detailing" services which
include hand washing, machine waxing, carpet shampooing and upholstery cleaning,
leather and vinyl interior dressing, deodorizing and engine cleaning. Detailing
services are not now a significant source of revenue for us.

         CONTROLS. We have developed our own proprietary management information
system under the direction of Jason Levine, our vice president. We have created
our own software for the retail ("point of


                                      -3-
<PAGE>



sale" or POS) component of our system which, when the membership card is swiped
through a cash register or computer at our or our tenant's car wash or gas
station, enables our employee at the facility to see on a display screen the
picture of the vehicle (with license plate) for which the price reduction and/or
services are available, and whether the member is current in payment of the
membership fees for that vehicle. Our POS system also provides our managers at
our retail locations and our headquarters office information, on a real time
basis, of the amount of gasoline being sold and cars washed at each facility
separately for members and non members. We believe that so long as not more than
50% of the total amount of gasoline we sell is sold to members, the membership
fees received by us will offset any loss from gasoline sales at discounted
prices to members. If gasoline sales to members at discounted prices amount to
50% or more of total gasoline sales, we plan to reduce the discounts from market
prices that we currently give members in steps until the discount from market
price is not greater than the 5% or 11% (depending on the membership plan) we
have guaranteed to our members.

           Our POS system also tracks all other types of products (jewelry and
other) we sell and services (such as fast lube and oil change) we or our tenants
provide, separately computed for members and non members.

           Another component of our POS system enables us to visually (through
video cameras at our retail locations) and audibly (through head sets each of
our employees are required to wear) monitor all activities at any of our retail
sites from any of our other retail sites or from our headquarters office or from
any other location with access to the internet. All the information gathered by
our POS system is conveyed on a real time basis to our headquarters office.

           LICENSING. We hope to develop licensing programs for the use of our
"All Star" name by independent car wash and gasoline stations owners other than
our tenants and to have them participate in our membership programs. When a
person joins our membership program through other car wash and gasoline station
owners, we retain the initial $69 paid by a member to participate in membership
plans sold by us and by our tenants. The other owners keep the membership fees
for the separate programs. We do not now charge fees to our tenants for use of
our proprietary management information system.

           SUPPLIES. The gasoline which we sell is readily available from the
major oil companies as well as from independent dealers. We now sell unbranded
gasoline at our two gas stations. All other goods and materials used by us in
the operation of our business are readily available from different sources.

           GOVERNMENT REGULATION. We are governed by the federal, state and
local laws and regulations, including environmental regulations, that regulate
the operation of our car wash centers and other car services businesses. Car
wash centers utilize cleaning agents and waxes in the washing process that are
then discharged in waste water along with oils and fluids washed off of
vehicles. Other car services, such as gasoline and lubrication, use a number of
oil derivatives and other regulated hazardous substances. As a result, we are
governed by environmental laws and regulations dealing with, among other things:

         o     transportation, storage, presence, use, disposal and handling of
               hazardous materials and hazardous wastes;




                                      -4-
<PAGE>



         o     discharge of water used for car washes; and

         o     underground storage tanks.

           If we were found to be in violation of applicable environmental laws
and regulations, we could be responsible for clean up costs, property damage and
fines or other penalties, any one of which could have a material adverse effect
on our financial condition and results of operations. We believe that our
gasoline stations comply with all applicable governmental regulations. We have
taken and will continue to take all steps necessary, including installation of
water recycling systems, to make certain that our car wash facilities are in
compliance with applicable regulations.

           CAR CARE COMPETITION. The extent and kind of competition that we face
varies. The car wash industry is highly competitive. Competition is based
primarily on location, facilities, customer service, available services and
rates. Because barriers to entry into the car wash industry are relatively low,
competition may be expected to continually arise from new sources not currently
competing with us. In this sector of our business we also face competition from
outside the car wash industry, such as gas stations and convenience stores that
offer automated car wash services. In some cases, these competitors may have
significantly greater financial and operating resources than we do. In our
gasoline stations we face competition from a number of sources, including
regional and national chains, other gasoline stations and companies and
automotive companies and specialty stores, both regional and national. Costco,
K-Mart and Walmart's Sam's Club offer sale of gasoline to their members at
discounted prices. Besides sales to consumers participating in our membership
gasoline plans, B.J. Wholesale Club is the only other membership club that sells
gasoline on Long Island (only at their Farmingdale facility) at discounted
prices to their members.

           EMPLOYEES. We presently employ 18 people on a full time basis,
including 2 executive officers. 6 of these people are managers and other
supervisory or clerical personnel. 10 persons are engaged in washing cars,
selling gasoline, operating our convenience stores and jewelry sales and
recruiting members at our car wash facilities. We employ other persons on a day
to day basis for washing cars, as our business requires.


ITEM 3         LEGAL PROCEEDINGS

           As previously reported there is litigation between us and Amerada
Hess Corporation in the United States District Court for the Eastern District of
New York. Amerada Hess claims we owe it $177,334 for gasoline deliveries and
$147,762 for other claimed breaches by us of our agreement. We have sought to
have Amerada Hess account for $300,000 they withdrew from our account.

           There are two law suits between us and Sunoco LLC. One is in the
United States District Court for the Eastern District of New York and the other
one is in the New York State Supreme Court, Suffolk County. Sunoco claims
$56,000 for gasoline sold to us and an aggregate of $218,000 as damages for what
they claim was our breach of supply agreements for two of our gasoline stations.
We claim that it


                                      -5-
<PAGE>



was Sunoco who breached our supply agreements and that such breach caused us
damages of $3,000,000.

           In a lawsuit against us in New York State Supreme Court, New York
County, Bowne LLC claims that we owe them $39,000 for printing services. We have
disputed the amount of that claim.

           In a lawsuit against us in New York State Supreme Court, Nassau
County, Avraham Tish claims that we owe him $35,000 balance owed on a purchase
money note for our Oceanside facility. We claim that we were not obligated on
the note and in any event that Mr. Tish breached our agreement with him for him
to manage the Oceanside facility for us.

           In a lawsuit against us in New York Supreme Court , Nassau County,
Autotech/Compuwash claims that it is entitled to a brokerage commission of
$45,000 from us in connection with our purchase of the property on which our
Oceanside facility is located. We have disputed Autotech's claim because
Autotech is not a licensed real estate broker as required by New York law.
Autotech claims that the transaction upon which its brokerage commission is
based was principally the sale of a business rather than the sale of real
estate.



                                     PART II


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

           MARKET INFORMATION

           Our common stock is not currently being traded.








                                      -6-
<PAGE>



ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL BUSINESS

We have a limited operating history with our car wash and car care service
businesses. Since January, 2000 our main business has been the acquisition,
renovation and operation of the car wash and car care facilities. We have also
developed Worlds Best Membership (WBM). On March 1, 2001, we became fully
operational at five locations and the sixth opened in June 2001. At this time
our business strategy is to acquire real property, renovate and develop a
location, then sell the turn-key leasehold interest and license the "All-Star"
name, to owner operators who will operate under long-term, triple-net leases.
Key money will be determined by location, capital invested, branding, operating
income and gross sales. We will continue to develop and market the WBM programs
through our existing sites and the licensing with the All-Star name.

We expect to fund the purchase of properties with cash from operation, proceeds
from debt or equity financing, the assumption of existing debt, or a combination
of the foregoing.


RESULTS OF OPERATIONS

Year Ended February 28, 2002

Sales for the year ended February 28, 2002 were $7,445,469 from gasoline,
carwash and convenience store sales, compared to $7,573,510 at February 28,
2001. Revenue from memberships and membership plans were $433,466 compared to
$174,011 for the year ended February 2001. Revenue from leasing of the Port
Jefferson, Freeport and Sayville sites were $1,150,000 for the year ended
February 28, 2002 compared to -0- at February 28, 2001. Rental income was
$35,500 for the year ended February 28, 2002 compare to -0- at February 28,
2001. Sales from gasoline, carwash and convenience store decreased by 2% which
is attributable to the decline in gasoline price over the past year. In addition
we have increased plan sales, which would decrease gasoline and carwash sales.
We have increased membership and plan sales by 249%. Rental income will continue
to increase in the coming year with additional sites being leased by us to third
party operators.

Cost of Sales was $5,346,882 at February 28, 2002 compared to $6,387,940 at
February 28, 2001. The decrease is attributable to the use of unbranded gasoline
and the falling cost of gasoline. Cost of sales is primarily attributable to the
cost of gasoline. The margin for gasoline is small compared to the margin on car
wash sales.










                                      -7-
<PAGE>



Research and development expense was $0.00 at February 28, 2002, compared to
$398,102 for the year ended February 28, 2001. These expenses were primarily
related to the development of our Point of Sale (POS) software program and the
security tracking software program. The POS software is operational at all of
our six car wash locations. We plan to market the POS software in the coming
year. The POS software will be marketed to other car washes and can be adapted
for use in other industries. We believe that we will need to raise additional
capital through equity or alternative financing to market this product properly.
At the present time we believe that further research and development is not
needed for this product, nor do we have any new products being considered for
development.

Salaries, benefits and consulting fees were $1,116,787 for the year ended
February 28, 2002 compared to $1,487,000 in the prior year. The decrease is
attributable to the decrease in staff necessary for running each site. In 2001
we were still operating with additional staff for training. These expenses were
primarily attributed to salaries for management and for running operations and
consulting fees for marketing.

Other costs and expenses were $490,414 for the year ended February 28, 2002
compared to $839,781 at February 28, 2001. The decrease is attributable to one
time start up costs incurred in the earlier year. They include auto,
advertising, printing and reproduction, insurance, bank charges and merchant
fees.

Depreciation expense was $504,134, for the year ended February 28, 2002 compared
to $194,213 for the year ended February 28, 2001. The increase is attributable
to leasehold purchases and leasehold improvements costs depreciated for the
entire year, compared to February 28, 2001 when most of the site purchases and
improvements took place in the latter part of the year. Depreciation expense is
primarily attributable to the amortization of leaseholds and leasehold
improvements.

Interest expense was $671,080 for the year ended February 28, 2002 compared to
$381,005 for the year ended February 28, 2001. The increase is due to carrying
seven sites for the second year. We also entered into short-term loans at higher
interest rates to supplement our cash flow. Interest expense is attributed to
short-term loans, mortgages and shareholders loans pursuant to subscription
agreements. Interest expense of $476,806 is from shareholders loans, and
$194,274 is from other loans and mortgages.

Net income was $19,957 for the year ended February 28, 2002 compared to a net
loss of $2,411,252 the prior year. The increase in income is attributed to the
increase in WMB membership and plans, the sales of three sites and the
reductions in cost of sales, payroll and other costs offset by the increase in
rent, utilities and depreciation expenses.






                                      -8-
<PAGE>




LIQUIDITY AND CAPITAL RESOURCES AS OF FEBRUARY 28, 2002

We believe that revenue from four fully operational locations and the leasing of
Port Jefferson, Freeport and Sayville will generate sufficient cash flow for the
next year. We believe that without additional financing either pursuant to our
subscription agreements with our founders or securing a working capital line of
credit, we may not be able to pursue our business strategy. We can give no
assurances that we will be able to find such financing with acceptable terms.

In February, 2002 we exercised our option to purchase the real property at our
Commack, Long Island, New York location for $1,100,000. We have given a $110,000
deposit for the acquisition. We are currently seeking financing to complete the
acquisition. We can give no assurances that we will be able to secure adequate
financing to complete this acquisition.

Net cash (used) by operating activities for the years ended February 28, 2002
and February 28, 2001 was $(141,777) and (1,396,376) respectively. Net cash used
by operating activates was primarily attributable to net income and appreciation
a decrease in prepaid expenses, offset by an increase in other receivable of
$809,712.

Net cash used in investing activities for the year ended February 28, 2002 and
February 28, 2001 was $349,831 and $8,668,198 respectively. The decrease in cash
used for investing activities in 2002 was attributable to the renovation of two
locations and the deposit for the purchase of the Commack location. We
anticipate additional acquisitions in the near future, to be funded from monies
received from the sale of existing locations, and securing additional financing,
from owners and bank financings.


Net cash provided by financing activities for the year ended February 28, 2002
and February 28, 2001 was $505,576 and $9,026,273 respectively. The increase is
attributable to the increase in demand loans off set by repayment of mortgages.
We anticipate additional acquisitions in the near future to be funded from
monies received from the sales of existing locations, and securing additional
financing, from owners and bank financings.




                                      -9-
<PAGE>




ITEM 7.        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

           Reference is made to the Financial Statements referred to the
accompanying Index, setting forth the financial statements of the Company,
together with the report of Peter C. Cosmas Co. CPA's dated May 25, 2002.



                                    PART III


ITEM 9.        DIRECTORS AND EXECUTIVE OFFICERS

           Our directors and executive officers are as follows:


NAME                                 AGE                 POSITION
----                                 ---                 --------
Jason Levine ..................       30      Vice President, Chief Executive
                                                Chief Financial and Chief
                                                Technology Officer
Zion Michtavy .................       47      Secretary
Greg Buttle ...................       48      Vice President - Marketing
Abraham Samuel Marrache .......       52      Director
Isaac Samuel Marrache .........       46      Director
Ely Sakhai ....................       50      Director

           JASON LEVINE had for the seven years prior to 2002 provided
consulting services to retail and wholesale businesses in analyzing their
computer technology, particularly to extract information from their customer and
inventory data bases for more effective marketing and greater efficiency. He has
been employed by us full time since March 2000.

           ZION MICHTAVY has been employed by us on a full time basis since
December 2000. For two and a half years before then Mr. Michtavy devoted his
time to exploring business opportunities and for three years before that Mr.
Michtavy worked as a consultant to Computer Business Sciences, Inc., a
subsidiary of The Major Automotive Companies, Inc. (formerly known as Fidelity
Holdings, Inc.).

           GREG BUTTLE has a B.S. from Penn State University (1976) where he was
captain of the football team and an All-America linebacker. From 1976 to 1985
Mr. Buttle was a linebacker on the New York Jets football team. He was selected
to the NFL Rookie of the Year team, was selected as an all pro linebacker in the
1979-80 season, served as defensive captain and was a player representative to
the




                                      -10-
<PAGE>




Players Association. From 1989 to the present Mr. Buttle has served as president
and chief executive officer of Unique Sports Entertainment and Marketing, Inc.,
which organizes and implements celebrity driven events such as celebrity golf
tournaments, sports award dinners, celebrity fashion shows and celebrity fund
raising events. Mr. Buttle also has other diverse business interests.

           ABRAHAM SAMUEL MARRACHE holds an M.A., with honors, in Jurisprudence
from Oxford University in England and a Diploma in International Studies from
the University of Geneva in Switzerland. A British national, Mr. Marrache has
been, since 1996, a consultant to Chase Manhattan Bank in Spain, a
representative for the Euromony Publishing Group, a member of Impax Capital
Corporation, a British based corporation providing corporate finance advisory
and strategic consulting services, particularly in the environmental utilities
sector, and a partner of Marrache Freres Limited, a partnership which
originates, structures and finances corporate acquisitions. In 1996, he was
President Designate of Chemical Banque Suisse of Geneva, Switzerland. From 1991
to 1996, he was the Head of Private Banking and the Promoter/President of
Chemical Ahorro, S.G.I.I.C., of Madrid, Spain. Between 1985 and 1996, he served
as the Managing Director and Deputy Manager of Chemical Bank, Madrid Branch, in
Madrid, Spain. Mr. Marrache is the translator from English to Spanish of
"Introduction to the Eurocurrency Markets" and the author of numerous articles
on banking and jurisprudence. He is the winner of the Justas Castellanas 1993
literary prize. He is a member of the Honourable Society of the Inner Temple of
England and Wales, the Honorary President of Associations of Oxford University
Alumni of Spain and Venezuela, and a Patron of the Salvador de Madariaga
Foundation in Spain.

           ISAAC SAMUEL MARRACHE holds degrees from the University of London,
School of Oriental and African Studies, and an LLM from the University of
London, the London School of Economics and Political Science. Mr. Marrache is
the founder and for the past eighteen years has been the senior partner of
Marrache & Co., a firm of barristers and solicitors, with offices in Gibraltar
and London, England. He has been a Freeman and Liveryman of the City of London,
a member of the International Bar Association and the Gibraltar Lawyers
Association, a Notary Public of Gibraltar and a Commissioner for Oaths of the
Inner Temple of England and Wales. He is a retired Sub-Lieutenant of the Royal
Navy Reserves. He is the co-author of the law digest on Gibraltar which appears
in the Martindale-Hubble directory, as well as author of numerous legal books
and a contributor to legal publications.

           Mr. Abraham Samuel Marrache and Mr. Isaac Samuel Marrache are
brothers.

           ELY SAKHAI is a civil engineering graduate of Columbia University. He
has been engaged in the art gallery business in New York City for the last
sixteen years. He is President and Director of ACOR, a company which plans to
pursue new oil and gas leases in Australia, Canada and the United States.

           All directors hold office until the next annual meeting of
stockholders and the election and qualification of their successors. Directors
currently receive no compensation for serving on the Board of Directors.




                                      -11-
<PAGE>



ITEM 10.             EXECUTIVE COMPENSATION

           In our fiscal year ended February 28, 2002, we paid Mr. Jason Levine,
our Chief Executive Officer, $70,000. During that year we did not pay any
officer or other employee compensation exceeding $100,000. We have not granted
any options or warrants to any of our officers or employees and none of our
officers or employees hold any options or warrants to purchase shares of our
common stock.


ITEM 11.             SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                     MANAGEMENT

           The following table sets froth certain information regarding
beneficial ownership of our common stock as of June 6, 2002 by (i) each person (
or group of affiliated persons) who we know owns beneficially more than 5% of
the outstanding shares of our common stock, (ii) each of our executive officers
and directors, and (iii) all of our executive officers and directors as a group.
Except as indicated in the footnotes to this table, the persons named in this
table have sole voting and investment power with respect to all shares of common
stock shown as beneficially owned by them.


<TABLE>
<CAPTION>

                                                  AMOUNT AND NATURE               PERCENTAGE OF
NAME AND ADDRESS                                         OF                        OUTSTANDING
OF BENEFICIAL OWNER                             BENEFICIAL OWNERSHIP             SHARES OWNED**
-------------------                             --------------------             --------------
<S>                                               <C>                              <C>
Jason Levine* .............................              __                            __
Zion Michtavy* ............................              __                            __
Greg Buttle ...............................            100,000                         ***
  1900 Hempstead Turnpike
  East Meadow, NY
Bruce Bendell .............................         10,100,000(1)                     19.7
  43-40 Northern Blvd.
  Long Island City, NY
Abraham Samuel Marrache ...................          7,850,000(2)                     15.3
  Fortress House
  9 Cathedral Square
  Gibraltar
Isaac Samuel Marrache .....................        18,812,190(1)(2)                   36.7
  74 Ragged Staff
  Queensway Quay
  Gibraltar



                                      -12-
<PAGE>


                                                  AMOUNT AND NATURE               PERCENTAGE OF
NAME AND ADDRESS                                         OF                        OUTSTANDING
OF BENEFICIAL OWNER                             BENEFICIAL OWNERSHIP             SHARES OWNED**
-------------------                             --------------------             --------------

Ely Sakhai ................................            7,500,000                      14.6
  818 Third Avenue
  New York, NY
The Millennium III Trust ..................         8,462,190(1)(2)                   16.5
  5 Cannon Lane
  Gibraltar
Brockport Trading Limited .................            12,891,670                     25.2
  292A Main Street
  Gibraltar
Knightdale Enterprises Limited ............           7,850,000(2)                    15.3
  292A Main Street
  Gibraltar
The Millennium I Trust ....................         2,500,000(1)(2)                    4.9
  5 Cannon Lane
  Gibraltar
All officers and directors as a group              26,412,190(1)(2)                   51.5
  (9 persons) .............................

<FN>

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

*      The address of these persons is at our offices, 165 EAB Plaza, West
       Tower, 6th Floor, Uniondale, New York 11566

**     The number of shares of common stock beneficially owned by each
       person or entity is determined under rules promulgated by the
       Securities and Exchange Commission. Under such rules, beneficial
       ownership includes any shares as to which the person or entity has
       sole or shared voting power or investment power. Unless otherwise
       indicated, each person or entity referred to above has sole voting
       and investment power with respect to the shares listed. The inclusion
       herein of any shares deemed beneficially owned does not constitute an
       admission of beneficial ownership of such shares.

***    Less than 1%.

(1)    Mr. Bruce Bendell's holdings do not include the 8,462,190 shares
       owned by the Millennium III Trust and the 2,500,000 shares owned by
       The Millennium I Trust. Mr. Bruce Bendell is the grantor and members
       of his immediate family are the indirect income beneficiaries of The
       Millennium III Trust and of The Millennium I Trust, but Mr. Bendell
       does not exercise any voting or investment power over the shares held
       by such trusts, such power belonging exclusively to the trustee. The
       trustee is not an affiliate of Mr. Bendell but is an affiliate of
       Isaac Samuel
</FN>
</TABLE>



                                      -13-
<PAGE>




       Marrache, who, as a result of his shared control of the trustee, may
       be deemed to have shared voting and investment power over the
       10,962,190 shares owned by such two trusts. Therefore such 10,962,190
       shares are included among Mr. Isaac Samuel Marrache's holdings.

(2)    Consists of 7,850,000 shares owned by Knightdale Enterprises Limited,
       over which shares Abraham Samuel Marrache and Isaac Samuel Marrache
       have shared investment and voting power.



                           FORWARD LOOKING STATEMENTS

           This Annual Report includes statements that are "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
including statements regarding our expectations, hopes, beliefs, intentions or
strategies regarding the future, that are based on the beliefs of our
management, as well as assumptions made by and information currently available
to us. When used in this document, the words "intend," "anticipate," "believe,"
"estimate," and "expect" and similar expressions, as they relate to us are
intended to identify such forward-looking statements. Such statements reflect
the current views of our management with respect to future events and are
subject to certain risks, uncertainties and assumptions, including those
described in this annual report. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described herein as anticipated,
believed, estimated or expected. We do not intend to update these
forward-looking statements.


                           AVAILABILITY OF FORM 10-KSB

           WE WILL PROVIDE A COPY OF OUR ANNUAL REPORT ON FORM 10-KSB FOR THE
YEAR ENDED FEBRUARY 28, 2002, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
INCLUDING OUR FINANCIAL STATEMENTS AND THE FINANCIAL STATEMENT SCHEDULES, TO ANY
OF OUR STOCKHOLDERS AND TO ANY PERSON ENTITLED TO ACQUIRE OUR COMMON STOCK, UPON
WRITTEN REQUEST AND WITHOUT CHARGE. SUCH WRITTEN REQUEST SHOULD BE DIRECTED TO
MR. ZION MICHTAVY, SECRETARY, AT E-STAR HOLDINGS, INC., 165 EAB PLAZA, WEST
TOWER, 6TH FLOOR, UNIONDALE, NEW YORK, NY 11566.




                                      -14-
<PAGE>



ITEM 13.             EXHIBITS AND REPORTS ON FORM 8-K


               (a)   EXHIBITS.
                     --------


EXHIBIT NO.             DESCRIPTION
-----------             -----------

 3.1       Articles of Incorporation (1))
 3.2       By-Laws (1)
 21        Subsidiaries of the Registrant (2)
 23        Consent of Peter C. Cosmas Co. CPAs (3)


(1)        Filed as an Exhibit to the Company's Registration Statement on
           Form SB-2 (File No. 333-34790), or Amendments thereto, and
           incorporated herein by reference.

(2)        Filed as an Exhibit to the Company's Form 10-KSB for the year ended
           February 28, 2001 and incorporated herein by reference. An additional
           subsidiary is ASCW, Inc.

(3)      Filed herewith

           (b)   REPORTS ON FORM 8-K

                   None




                                      -15-
<PAGE>



                                   SIGNATURES

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


                                                  Registrant:
                                                  E-STAR HOLDINGS, INC.


                                                  By: /S/ JASON LEVINE
                                                  ---------------------
                                                      Jason Levine
                                                      Vice President

Dated: June 13, 2002

           In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.


SIGNATURE                                      TITLE                    DATE
---------                                      -----                    ----

/S/ JASON LEVINE                   Vice President                 June 13, 2002
---------------------------
Jason Levine                      (Principal Executive,
                                  Financial and Accounting
/S/ ZION MICHTAVY                 Officer) Secretary              June 13, 2002
---------------------------
Zion Michtavy                     (Principal Executive
                                  Officer)

/S/ ABRAHAM SAMUEL MARRACHE       Director                         June 13, 2002
---------------------------
Abraham Samuel Marrache

/S/ ISAAC SAMUEL MARRACHE         Director                         June 13, 2002
---------------------------
Isaac Samuel Marrache

                                  Director                         June 13, 2002
---------------------------
Ely Sakhai




                                      -16-
<PAGE>



                                  EXHIBIT INDEX


EXHIBIT NO.     DESCRIPTION
-----------     -----------
 3.1            Articles of Incorporation (1))
 3.2            By-Laws (1)
 21             Subsidiaries of the Registrant (2)
 23             Consent of Peter C. Cosmas Co. CPAs (3)


(1)  Filed as an Exhibit to the Company's Registration Statement on Form SB-2
     (File No. 333-34790), or Amendments thereto, and incorporated herein by
     reference.

(2)  Filed as an Exhibit to the Company's Form 10-KSB for the year ended
     February 28, 2001, and incorporated herein by reference. An additional
     subsidiary is ASCW, Inc.

3)   Filed herewith.






                                      -17-
<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


     To The Board of Directors
     E-Star Holdings Inc.

           We have audited the accompanying balance sheet of E-Star Holdings
  Inc. and subsidiaries as of February 28, 2002 and February 29, 2001 and the
  related statements of operations, stockholders' equity (deficit), and cash
  flows for the periods then ended. 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 audit.

           We conducted our audit 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 audit provides a reasonable basis
  for our opinion.

           In our opinion, the financial statements referred to above present
  fairly, in all material respects, the financial position of E-Star Holdings
  Inc. and subsidiaries as of February 28, 2002 and February 29, 2001 and
  results of its operations and its cash flows for the periods then ended in
  conformity with generally accepted accounting principles.

           The accompanying financial statements have been prepared assuming
  that the Company will continue as a going concern. As discussed in Note 1(p)
  to the financial statements, the Company has had insufficient cash flows since
  inception and requires additional capital to continue operations. These
  conditions raise substantial doubt about its ability to continue as a going
  concern. Management's plans in regard to these matters are also described in
  Note 1(p). The financial statements do not include any adjustments that might
  result from the outcome of this uncertainty.



                                                    Peter C. Cosmas Co., CPAs


           370 Lexington Ave.
           New York, NY 10017

           May 25, 2002






                                      F-1
<PAGE>
<TABLE>
<CAPTION>


                     E-STAR HOLDINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                  FEBRUARY 28,




                                     ASSETS

                                                                         2002             2001
                                                                     -------------    ------------

Current assets:
<S>                                                                   <C>             <C>
      Cash and Cash equivalents                                       $     16,762    $      2,794
      Accounts Receivable                                                     --            10,391
      Inventory                                                            119,984         142,209
      Other receivables                                                    809,712            --
      Prepaid expenses                                                      30,000         265,826
                                                                      ------------    ------------

          Total current assets                                             976,458         421,220

Property and equipment, net                                              8,486,253       8,693,891
Software development costs                                                 110,286         166,951
Deposits on contracts                                                      110,000            --
Security deposits                                                           64,599          81,130
                                                                      ------------    ------------
           Total assets                                               $  9,747,596    $  9,363,192
                                                                      ============    ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilites:

        Loans payable                                                 $  1,012,543    $     98,790
        Accounts payable                                                   627,877         839,703
        Accrued liabilities                                                502,091         394,410
        Mortgages payable                                                  125,000
        Loan payable stockholders                                        1,600,000
        Deferred revenue                                                    55,514          92,498
                                                                      ------------    ------------

           Total current liabilities                                     3,923,025       1,425,401
                                                                      ------------    ------------

Long term liabilities
        Mortgages payable                                                2,523,214       2,766,251
        Loans payable stockholders                                       3,367,836       5,917,836
                                                                      ------------    ------------
            Total long term liabilities                                  5,891,050       8,684,087
                                                                      ------------    ------------
            Total liabilities                                            9,814,075      10,109,488
                                                                      ------------    ------------


Stockholders' equity (deficit)
Common stock, par value $0.001; 100,000,000  shares
authorized ; 51,250,000 and 50,147,500 shares issued and
outstanding in February 28, 2002 and February 28, 2001 respectively          5,125           5,015

Additional paid-in capital                                               2,538,180       1,878,430
Accumulated deficit                                                     (2,609,784)     (2,629,741)
                                                                      ------------    ------------

           Total stockholders' equity (deficit)                            (66,479)       (746,296)
                                                                      ------------    ------------
           Total liabilities and stockholders' equity (deficit)       $  9,747,596    $  9,363,192
                                                                      ============    ============
</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.



                                      F-2
<PAGE>
<TABLE>
<CAPTION>



                     E-STAR HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
                        FOR THE YEARS ENDED FEBRUARY 28,





                                                             2002        2001
                                                       ------------   ------------
Revenue

<S>                                                    <C>            <C>
Sales                                                  $  7,445,469   $  7,573,510
Membership plans                                            433,466        174,011
Sales of operations                                       1,150,000           --
Rental Income                                                35,500           --
                                                       ------------   ------------
    total revenue                                         9,064,435      7,747,521
                                                       ------------   ------------

COSTS AND EXPENSES

Cost of sales                                             5,346,882      6,387,940



Salaries, benefits and consulting fees                    1,116,787      1,487,000
Rent and utilities                                          668,104        346,481
Professional fees                                           181,122        124,251
Depreciation and amortization                               504,134        194,213
Research and development                                       --          398,102
Other costs and expenses                                    490,414        839,781
Abandonment of lease                                         65,955           --
                                                       ------------   ------------
     Total costs and  expenses                            8,373,398      9,777,768
                                                       ------------   ------------
     Income (loss) before interest expense                  691,037     (2,030,247)

Interest expense                                            671,080        381,005
                                                       ------------   ------------
NET INCOME (LOSS)                                      $     19,957   $ (2,411,252)
                                                       ============   ============


Basic and diluted netlincome (loss) per common share           0.00          (0.05)

Weighted average shares used in basic
net income (loss) per share calculation                  51,086,766     48,776,610




</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.




                                      F-3
<PAGE>

                     E-STAR HOLDINGS, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)



<TABLE>
<CAPTION>


                                                                                                      TOTAL
                                           COMMON STOCK             ADDITIONAL      ACCUMULATED    STOCKHOLDERS
                                     SHARES          AMOUNT      PAID IN CAPITAL     DEFICIT    EQUITY (DEFICIT)
                                     ------          ------      ---------------     -------    ----------------


Issuance of common
<S>                                 <C>           <C>            <C>           <C>               <C>
  stock, at inception               11,000,000    $     1,100    $    53,900   $                 $    55,000


Issuance of common stock,
  pursuant to a private
  placement, net of expense         37,500,000          3,750        946,195                         949,945


Stock based compensation               100,000             10         59,990                          60,000

Net Loss                                                                          (218,489)         (218,489)
------------------------------------------------------------------------------------------------------------------
Balance February 29, 2000           48,600,000          4,860    $ 1,060,085   $  (218,489)      $   846,456

Issuance of common stock
  pursuant to SB-2 filling           1,397,500            140        838,360                         838,500
Expenses relating to SB-2 filing                                    (110,000)                       (110,000)

Stock based compensation               150,000             15         89,985                          90,000

Net Loss                                                                        (2,411,252)       (2,411,252)

------------------------------------------------------------------------------------------------------------------
Balance February  28, 2001          50,147,500          5,015      1,878,430    (2,629,741)         (746,296)
------------------------------------------------------------------------------------------------------------------

sales of common stock                  106,000             11         63,589                          63,600


Expenses related to sale
  of common stock                                                     (1,640)                         (1,640)



sales of common stock                  996,500             99        597,801                         597,900


Net income                                                                          19,957            19,957

------------------------------------------------------------------------------------------------------------------
Balance February 28, 2002           51,250,000    $     5,125    $ 2,538,180   $(2,609,784)      $   (66,479)
==================================================================================================================



</TABLE>





              The accompanying notes are an integral part of these
                       consolidated financial statements.



                                      F-4
<PAGE>
<TABLE>
<CAPTION>

                     E-STAR HOLDINGS INC. AND SUBSIDIARIES
                      CONSOLDIATED STATEMENT OF CASH FLOWS
                                  FEBRUARY 28,




                                                          2002           2001
                                                       ------------   -----------


OPERATING ACTIVITIES
<S>                                                    <C>            <C>
Net income (loss)                                      $    19,957    $(2,411,252)
Adjustments to reconcile net loss to cash used in
   operating activities:
     Depreciation and amortization                         504,134        194,213
     Stock based compensation                                 --           90,000

Changes in operating assets and liabilities
     Accounts receivable                                    10,391         (3,604)
     Prepaid expense                                       235,826       (259,524)
     Other receivables                                    (809,712)
     Security deposits                                      16,531        (68,425)
     Inventory                                              22,225       (142,209)
     Accounts payable                                     (211,826)       823,517
     Accrued expenses                                      107,681        288,410
    Deferred revenue                                       (36,984)        92,498
                                                       -----------    -----------
          Cash used in operating activities               (141,777)    (1,396,376)
                                                       -----------    -----------

INVESTING ACTIVITIES
Purchase of leaseholds, improvements and equipment        (239,831)    (8,498,198)
Software development                                          --         (170,000)
Deposits on location                                      (110,000)          --
                                                       -----------    -----------
     Cash used in investing activities                    (349,831)    (8,668,198)
                                                       -----------    -----------



FINANCING ACTIVITIES
Expenses related to financing activities                    (1,640)
Proceeds from issuance of common stock, net                  3,600        728,500
Proceeds from loans                                        746,653
Proceeds from loans - stockholders                            --        5,531,522
Repayment of Mortgages                                    (243,037)     2,766,251
                                                       -----------    -----------
          Cash provided by financing activities            505,576      9,026,273
                                                       -----------    -----------

Net increase (decrease) in cash and cash equivalents        13,968     (1,038,301)
Cash and cash equivalents at beginning of period             2,794      1,041,095
                                                       -----------    -----------
Cash and cash equivalents at end of period             $    16,762    $     2,794
                                                       ===========    ===========



Supplemental Information:
     Interest payments                                 $   301,508        200,202
     Income Tax payments                                      --             --


</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.



                                      F-5
<PAGE>

                             E - STAR HOLDINGS INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.Organization and Summary of Significant Accounting Policies

           A. DESCRIPTION OF BUSINESS

     E-Star Holdings, Inc. (the "Company") was incorporated in Nevada for the
purpose of acquiring, renovating and developing full-service car wash, gasoline
and fast lube operations. Then selling the turn-key leasehold interest and the
"All-Star" name, to owner operators who will operate under long-term, triple-net
leases. The Company is also developing and marketing the WBM membership program.

           B. PRINCIPLES OF CONSOLIDATION

     The consolidated financial statements include the accounts of the Company
and all of its subsidiaries in which a controlling interest is maintained. All
significant inter-company accounts and transactions have been eliminated in
consolidation. For those consolidated subsidiaries where Company ownership is
less than 100%, the minority stockholders' interest are shown as a minority
interest. Investments in affiliates over which the Company has significant
influence but not a controlling interest are carried on the equity basis.


           C. CASH AND CASH EQUIVALENTS

           The Company considers all highly liquid instruments with an original
maturity of three months or less when purchased to be cash equivalents. Cash
equivalents are carried at fair market value, which approximates cost.

           D. USE OF ESTIMATES

           The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

           E. CONCENTRATIONS OF CREDIT RISK

           Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of its holdings of cash, cash
equivalents and marketable securities. Banking and investing with credit-worthy
financial institutions mitigates risks associated with cash, cash equivalents,
and marketable securities.



                                      F-6
<PAGE>





           F. PROPERTY AND EQUIPMENT

           Fixed assets are stated at cost less accumulated depreciation and
amortization. Fixed assets are depreciated on a straight-line basis over the
estimated useful lives of the assets, which range from five to seven years.
Fixed assets purchased under capital leases are amortized on a straight-line
basis over the lesser of the estimated useful life of the asset or lease term.
Leasehold improvements are amortized using the straight-line method over the
term of the related lease or the estimated useful lives of the improvements,
whichever is less.

           G. IMPAIRMENT OF LONG-LIVED ASSETS

           The Company evaluates the recoverability of its long-lived assets
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Impairment is measured by comparing the
carrying value of the long-lived assets to the estimated undiscounted future
cash flows expected to result from use of the assets and their ultimate
disposition. In circumstances where impairment is determined to exist, the
Company writes down the impaired asset to its fair value based on the present
value of estimated expected future cash flows.

           H. INCOME TAXES

           The Company accounts for income taxes under the liability method.
Under the liability method, deferred tax assets and liabilities are determined
based on differences between the financial reporting and tax basis of assets and
liabilities using the enacted tax rates and laws that are expected to be in
effect when the differences are recovered. Valuation allowances are established,
when necessary, to reduce deferred tax assets to the amounts expected to be
realized.

           I. REVENUE RECOGNITION

     Revenues are recognized when the services are provided.

           J. ADVERTISING COSTS

           The costs of advertising are expensed as incurred.




                                      F-7
<PAGE>







           K. NET INCOME (LOSS) PER SHARE

           Net income (loss) per share is calculated using the weighted average
number of common shares outstanding less the number of shares subject to
repurchase. Common stock that the company has the right to repurchase and shares
associated with outstanding stock options, warrants and convertible preferred
stock are not included in the calculation of diluted loss per share because they
are antidilutive.


           L. COMPREHENSIVE INCOME (LOSS)

           SFAS 130 requires the reporting of comprehensive income in addition
to net income from operations. Comprehensive income is a more inclusive
financial reporting methodology that includes disclosure of certain financial
information in the calculation of net income. The Company does not have any
comprehensive income as determined by SFAS 130.

           M. SEGMENT INFORMATION

           SFAS No.131, " Disclosures about Segments of an Enterprise and
Related Information" establishes standards for reporting information about
operating segments in financial statements. Operating segments are defined as
components of an enterprise about which separate financial information is
available that is evaluated regularly by the chief operating decision maker, or
chief decision making group, in deciding how to allocate resources and in
assessing performance. The Company operates in one segment.

           N. NEW ACCOUNTING PRONOUNCEMENTS

           The Financial Accounting Standards Board (FASB) recently issued SFAS
141, "Business Combinations," SFAS 142, "Goodwill and Intangible Assets,"
SFAS143, "Accounting for Asset Retirement obligations" and SFAS 144, "Accounting
for the impairment or Disposal of Long -Lived Assets."

SFAS 141 requires companies to account for acquisitions entered into after June
30,2001 using the purchase method and establishes criteria to be used in
determining whether acquired intangible assets are to be recorded separately
from goodwill. Statement 142 sets forth the accounting for goodwill and
intangible assets after the completion of a business acquisition and for
goodwill and intangible assets already recorded. Goodwill will no longer be
amortized beginning January 1, 2002. Rather, goodwill will be tested for
impairment by comparing the asset's fair value to its carrying value. The
Company has adopted Statement 142 on January 1, 2002.

SFAS 143 requires the fair value of a liability for asset retirement obligations
to be recorded in the period in which it is incurred. The statement applies to a
company's legal or contractual obligation associated with the retirement of a
tangible long-lived asset that resulted from the acquisition, construction or
development or through the normal operation of a long-lived asset. The statement
is effective for the Company beginning January 1, 2003.



                                      F-8
<PAGE>


SFAS 144 addresses the accounting and reporting for the impairment or disposal
of long-lived assets. The statement provides a consistent method to value
long-lived assets to be disposed of. New criteria must be met to classify the
asset as a asset held-for-sale. This statement also changes the rules for
reporting the effects of a disposal of a segment of a business. The Company has
adopted Statement 144 January 1, 2002.

O)  RECLASSIFICATIONS

Certain reclassifications have been made in the February 29, 2002 consolidated
financial statements to conform to the February 28, 2001 presentation. Such
reclassifications had no effect on net loss or total stockholders' equity
(deficit).


P) BASIS OF FINANCIAL STATEMENT PRESENTATION

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company has generated
insufficient cash flow through February 28, 2002. These factors indicate that
the Company's continuation, as a going concern is dependent upon its ability to
obtain adequate financing. The Company is continuing to seek equity and credit
financing, but there is no guarantee that the Company will be able to find
financing with acceptable terms.

2. BUSINESS COMBINATIONS

     The Company's subsidiaries were formed prior to the incorporation of the
Company as the holding company of these subsidiaries. All the transaction of the
subsidiaries are reflected in the consolidated financial statements from the
inception of the subsidiaries in August 1999. The stockholders of All Star were
the same as the stockholders of the Company and after the incorporation of the
Company received one share of common stock of the Company for each share of All
Star owned by them.

Radence Generation II, Inc. has since its incorporation in July 1999 been a 90%
owned subsidiary of All Star and therefore a 90% owned subsidiary of the
Company. Radence also did not commence activities until August 1, 1999. There is
a 10% minority interest in Radence Generation. Radence Generation is responsible
for the Company's internet based operations. Since the subsidiary operated at a
loss the minority's 10% share of the loss of $104,022 and $435,890 in the
periods ended February 28, 2002 and February 28, 2001 respectively, is not
reflected in the statement of operations. Radence has a negative net book value,
as such no value has been reflected on the consolidated balance sheet for
minority interest as of February 28, 2002 and February 28, 2001.



                                      F-9
<PAGE>



3. FIXED ASSETS

   Fixed assets, at cost, consist of the following:

                                                    FEBRUARY 28,    FEBRUARY 28,
                                                       2002            2001
                                                    ------------    ------------

   Computer equipment                                 $182,297      $  182,297
   Auto                                                 22,935          22,935
   Leasehold purchase, improvements and
           Site equipment                            8,919,654       8,679,823
                                                     9,124,886       8,885,055

   Less accumulated depreciation                       638,633         191,164
                                                    ----------      ----------
                       Total fixed assets           $8,486,253      $8,693,891
                                                    ----------      ----------

4. INVENTORY

                                                    FEBRUARY 28,    FEBRUARY 28,
                                                        2002             2001
                                                    ------------    ------------

                       Gas                            $ 21,213        $ 14,500
                       Jewelry                          80,771         109,454
                       C-Store                          18,000          18,255
                                                      ----------      ----------
                       Total inventory                $119,984        $142,209
                                                      ----------      ----------




5. INTANGIBLE ASSETS


         Software development Cost

      The Company has developed a proprietary software for use in its locations
and also for resale. Amortization expense was $56,665 and $3,049 in the periods
ended February 28, 2002 and February 2, 2001 respectively.



                                      F-10
<PAGE>




     6.  MORTGAGES PAYABLE

          The Company has various mortgages for the purchase sites. These
mortgages amounted to $2,648,214 and $2,766,251. These mortgages have interest
rates ranging from 8% to 10%. Interest expense recorded was $182,273 and
$105,344 as of February 28, 2002 and February 28, 2001 respectively.

7. COMMITMENT AND CONTINGENCIES

           a. The Company leases certain property under non-cancelable lease
agreements. Rent expense was $303,482 and $310,442 for the period ended February
28, 2002 and February 28, 2001 respectively.

           Future minimum payments consisted of the following at February 28,
2002.


           2003                $  317,928
           2004                $  327,466
           2005                $  337,240
           2006                $  349,044
           2007                $  359,515
           thereafter          $1,336,336

           b. We have recently exercised our option to purchase our Commack,
Long Island, NY facility for $1,100,000. We have paid $110,000 of the purchase
price and are negotiating to secure mortgage financing for payment of the
balance.

8. INCOME TAXES

    The Company has not recognized any income tax benefit in the accompanying
financial statements.


9. STOCKHOLDER'S EQUITY

      The Company issued 1,100,000 shares of common stock for $55,000 as
founders stock.

      The Company entered into five subscription agreements to raise
$12,500,000. Each subscription is to purchase 750,000 shares of stock for .26
3/4 per share totaling $200,000. The subscription agreements were exercised
February 23, through February 28, 2000. Gross proceeds amounted to $1,000,000,
expenses were $50,055 leaving net proceeds of $949,945.

      Subscription agreements payable was $4,967,836 and $5,917,836 at February
28, 2002 and February 28, 2001 respectively, of which $2,216,706 has been
collateralized with mortgages of various sites. Interest expense of $252,636 and
$140,803 have been accrued at February 28, 2002 and February 28, 2001
respectively. Interest expense for the uncollateralized loans was $221,670 and
$134,858 at February 28, 2002 and February 28, 2001 respectively.



                                      F-11
<PAGE>


Each subscription agreement also required the subscriber to loan the Company
$2,3000,000, as needed totaling $11,500,000. Each loan will be repayable five
years after it is made and bear interest at the rate of 6% per annum, which
interest is payable on the maturity dates of the loan. In consideration for such
persons making such loans to the Company, the Company will grant such lenders
five year warrants entitling them to purchase one share of common stock for
every two dollars loaned by such person. The maximum number of shares issuable
if warrants are exercised is 5,750,000 shares or 1,150,000 shares per
subscription agreement. The exercise prices of those shares will be as follows:

(a)             If at the time the warrant is issued and the common stock is
                listed for trading on a national or regional securities exchange
                or on Nasdaq, at a price which is 30% below the average closing
                prices of the common stock, as quoted on such exchange or on
                Nasdaq, for twenty consecutive trading days prior to the date
                the Company receives the loan for which such warrants is issued.
(b)             Other wise, at an exercise price of $1.25 per share for the
                first tranche of such loans made to us; at $1.75 per share for
                the second trench, with the exercise price increasing by 50
                cents for each successive tranche of such loans made to the
                Company.


     At the Company's option the warrant holders can be compelled to exercise
their warrants but only for the purpose of reducing (or satisfying) the then
unpaid balance of, and unpaid accrued interest on, the loans made to the Company
by such warrant holder and in connection with which such warrants were issued.

     On September 26, 2000 the SEC approved the Company's SB-2. The SB-2 is to
raise $1,500,000 at $.60 a share. The Company has completed the offering and
sold 2,500,000 shares of common stock. Proceeds net of expenses were $1,390,000
for the year ended February 28, 2002.


10. GOVERNMENTAL REGULATIONS

The Company is governed by federal, state and local laws and regulations,
including environmental regulations, that regulate the operation of car wash
centers and the car service businesses. Car wash centers utilize cleaning agents
and waxes in the washing process that are then discharged in waste water along
with oils and fluids washed off of vehicles. Other car services such as gasoline
and lubrication use a number of oil derivatives and other regulated hazardous
substances. Compliance with these provisions has not had, nor does the Company
expect such compliance to have any material effect on the financial condition or
results of operations of the Company. Management believes that its current
practices and procedures for the control and disposition of such waste comply
with applicable federal and state requirements.



                                      F-12
<PAGE>


11. LEASING OF SITES

                The Company owns a car wash facility in Port Jefferson, Long
                Island, NY. The Company has leased the Port Jefferson facility
                to a third party who is not affiliated with the Company or with
                any of the directors or executive officers. The lease is for 22
                years, at an initial triple net rental of $38,400 per annum,
                increasing by 5% each year. The lessee is using the "All Star"
                name for the facility. The Port Jefferson facility began
                operations in June 2001.

                The Company owns and operated a car wash facility in Freeport,
                Long Island, NY. In February 2002 the Company has leased the
                Freeport facility for $200.000, to a third party who is not
                affiliated with the Company or with any of the directors or
                executive officers. The lease is for 20 years, at an initial
                triple net rental of $75,600 per annum, increasing by 3.5% each
                year. The lessee is using the "All Star" name for the facility.

                The Company owns and operates a car wash, gasoline and lube
                facility in Sayville, Long Island, NY. In February 2002 the
                Company leased the Sayville facility for $950,000. At the date
                of the contract the Company offset an existing loan of $350,000
                to the lessee. The balance of $600,000 was paid to the $350,000
                in cash in March 2002 and the balance of $250,000 will be paid
                by the execution of a note receivable payable over 12 years at
                an interest rate of 6%. The lease is for 25 years, at an initial
                triple net rental of $213,600 per annum, increasing by 3.5% each
                year. The lessee is using the "All Star" name for the facility.


12. SUBSEQUENT EVENTS

           a. In April -, 2002 the Company effected a ten-for-one stock split
           restating the number of common shares as of February 28, 2002 from
           5,125,00 to 51,250,000 and February 28, 2001 from 5,014,750 to
           50,147,500 All references to average number of shares outstanding and
           prices per share have been restated retroactively to reflect the
           split.



                                      F-13
<PAGE>