UNITED STATES
                       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 DECEMBER 31, 2001

                                       OR

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

                         COMMISSION FILE NUMBER 0-28861


                            INTERNATIONAL STAR, INC.
            --------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                 NEVADA                                     86-0876846
     -------------------------------                    -----------------
     (STATE OR OTHER JURISDICTION OF                     (I.R.S. EMPLOYER
      INCORPORATION OR ORGANIZATION)                      IDENTIFICATION
                                                              NUMBER)



                           631 NO. STEPHANIE ST. # 187
                               HENDERSON, NV 89014
            --------------------------------------------------------
            (ADDRESS OF PRINCIPAL ADMINISTRATIVE OFFICES) (ZIP CODE)


                                 (702) 869-8757
                -------------------------------------------------
               (REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE)


SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE SECURITIES EXCHANGE ACT
OF 1934:
             Common Stock ($.001 PAR VALUE)


<PAGE>

     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 Exchange Act of
1934 during the preceding 12 months (or for such horter 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 [ ]

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein and will not 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]

     The Issuer's revenues for the most recent quarter were $0.00.

     The aggregate market value of the voting stock held by non-affiliates of
the Registrant, computed by reference to the closing price on the consolidated
transaction reporting system on January 05, 2002, was $7,341,384.

     The issuer has one class of stock with 31,836,237 common shares outstanding
as of January 05, 2002.



<PAGE>

                                TABLE OF CONTENTS

                                                                          PAGE
                                                                          ----
PART I

  Item 1.   Business.....................................................

  Item 2.   Description of Property......................................

  Item 3.   Legal Proceedings............................................

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

PART II

  Item 5.   Market for Common Equity and Related
            Stockholder Matters..........................................


  Item 6.   Management's Discussion and Analysis or
            Plan of Operation............................................

  Item 7.   Financial Statements ........................................

  Item 8.   Changes in and Disagreements with Accountants
            on Accounting and Financial Disclosure.......................

PART III

  Item 9.   Directors, Executive Officers, Promoters and Control
            Persons; Compliance with Section 16(a) of the Exchange Act...

  Item 10.  Executive Compensation.......................................

  Item 11.  Security Ownership of Certain Beneficial Owners
            and Management...............................................

  Item 12.  Certain Relationships and Related Transactions...............

  Item 13.  Exhibits, Financial Statement Schedules......................

SIGNATURES...............................................................

<PAGE>

Item 1.  DESCRIPTION OF BUSINESS

Forward-looking Statements

When used in this Form 10-KSB, in filings by the Company with the Securities and
Exchange Commission (the "SEC"), in the Company's press releases or other public
or stockholder communications, or in oral statements made with the approval of
an authorized executive officer of the Company, the words or phrases "would be,"
"will allow," "intends to," "will likely result," "are expected to," "will
continue," "is anticipated," "estimate," "project," or similar expressions are
intended to identify "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995.

The Company cautions readers not to place undue reliance on any forward looking
statements, which speak only as of the date made, are based on certain
assumptions and expectations which may or may not be valid or actually occur,
and which involve various risks and uncertainties. The Company's actual results
for future periods could differ materially from those anticipated or projected.

Unless otherwise required by applicable law, the Company does not undertake, and
specifically disclaims any obligation, to update any forward- looking statements
to reflect occurrences, developments, unanticipated events or circumstances
after the date of such statement.

The Company

International Star, Inc. (the "Company") was organized under the laws of the
State of Nevada on October 28, 1993 as Mattress Showrooms, Inc. At organization,
the Company issued 2,500 shares of common stock, no par value. After amending
its Articles of Corporation, as of April 22, 1997, the Company has issued
27,480,000 Common Shares of $0.001 par value. The Company's principal office is
located at 631 N Stephanie St. # 187 Henderson, NV 89104

The Company changed its name to International STAR in 1997 and engaged in the
business of construction, sale and operation of state of the art waste
management systems, specializing in turnkey systems for management of hospital,
industrial, petroleum, chemical and municipal solid waste collection systems.
During the operational years 1997-August 1999, the Company's headquarters were
located at 545 Shoop Avenue, Suite 331, Idaho Falls, ID. Due to a lack of
capital, the Company was only able to obtain a small sale for $17,444, in
December of 1997. The Company closed its offices in January 1998 and abandoned
the computers and office equipment purchased at $ 6981, to the three individuals
who lead the Company into the waste management business. The three individuals,
who had been made officers and directors in connection with the foray into the
waste management business, resigned in August 1999. The Company accepted the
resignations on September 8, 1999. Mr. Kamal Alawas and Mr. Pat Westphal,
Directors, have been managing the Company since that time.

The Company then refocused its efforts into mining in 1998. On March 3, 1998 the
Company entered into a mineral lease with James R. Ardoin on mineral claims
located around mile marker 22 on Hwy 93 Mohave County Arizona, The lease does
require any minimum royalty payments, and charges a royalty of 2% of net smelter
returns. The terms of the lease is for 20 years.


<PAGE>

On October 12, 1998, the Company entered into a letter of intent with North
American Industrial Development Authority, Inc. (NAIDA). NAIDA, of Kingman,
Arizona, indicates that it desires to provide an investment in a mineral
processing plant to process ore from the Company's mineral property. NAIDA will
receive 15% of the total ore produced. The Company does not foresee NAIDA as
being able to perform.

On September 28, 1999 the Company executed an agreement with Avlis Information
Systems, Ltd for distribution of Avlis products. Company management believes
that developing the Company's mineral properties should have a priority on other
projects.

On September 23, 2000, the company entered into an agreement with Gold Standard
Mines Inc. to acquire 51 lode mining claims located in the Wikieup mining
district, Mohave County, Arizona and the exclusive rights to an extraction
process for recovery of precious metals from the property, developed by the
claim owner, the agreement was subject to due diligence and verification by
independent laboratories. This acquisition was completed on March 26, 2001 and
the consideration was 1,000,000 Restricted common shares.

The Company's plan is to bring to operation its two mineral properties. The
Company will also seek, investigate, and if such investigation warrants, acquire
an interest in one of more business opportunities presented to it by persons or
firms desiring the perceived advantages of a publicly held corporation. At this
time, the Company has no plan, proposal, agreement, understanding, or
arrangement to acquire or merge with any specific business or company, and the
Company has not identified any specific business or company for investigation
and evaluation. No member of Management or any promoter of the Company, or an
affiliate of either, has had any material discussions with any other company
with respect to any acquisition of that company. The Company will not restrict
its search to any specific business, industry, or geographical location, and may
participate in business ventures of virtually any kind or nature. Discussion of
the proposed business under this caption and throughout this Registration
Statement is purposefully general and is not meant to restrict the Company's
virtually unlimited discretion to search for and enter into a business
combination.

Mining Division Operations

The mining division of International STAR, Inc (STAR) has obtained mining leases
and claims in Arizona. Development of the leases and the claims has been
progressing to obtain adequate data to justify the investment of the capital
necessary and to support the decision to place the property into production.
Soil analysis and fire assays have been performed on numerous samples with
resulting levels of precious metal concentrations that warrant further
investigation.


<PAGE>

Competition

The Company is an insignificant participant among firms which engage in business
combinations with, or financing of, development-stage enterprises. There are
many established management and financial consulting companies and venture
capital firms which have significantly greater financial and personal resources,
technical expertise and experience than the Company. In view of the Company's
limited financial resources and management availability, the Company will
continue to be at significant competitive disadvantage vis-a-vis the Company's
competitors.

The Investment Company Act of 1940 defines an investment company as an issuer
which is or holds itself out as being engaged primarily in the business of
investing, reinvesting or trading securities. While the Company does not intend
to engage in such activities, the Company may obtain and hold a minority
interest in a number of development stage enterprises. The Company could be
expected to incur significant registration and compliance costs if required to
register under the Investment Company Act of 1940. Accordingly, management will
continue to review the Company's activities from time to time with a view toward
reducing the likelihood the Company could be classified as an investment
company. The Company intends to structure any merger or acquisition in such
manner as to minimize Federal and state tax consequences to the Company and to
any target company.

The Company's only employees at the present time are its officers and directors,
who will devote as much time as the Board of Directors determine is necessary to
carry out the affairs of the Company. (See Management).


Item 2. DESCRIPTION OF PROPERTY

The Company neither owns nor leases any real property at this time. The Company
rents 400 sq. ft. of office space. The Company pays its own charges for long
distance telephone calls and other miscellaneous secretarial, photocopying, and
similar expenses. This is a verbal agreement between Pat Westphal and the Board
of Directors.


Item 3. LEGAL PROCEEDINGS

A lawsuit, index number 603877/01, alleging "breach of contract" has been filed
against the Company in the State of New York, County of Albany by an entity to
recover fees associated with services to be provided. The Company received no
services or benefits, has sought legal counsel, believes its position is
meritorious and intends to vigorously oppose any actions by this entity. At
present there is no assurance of the outcome of the lawsuit.



<PAGE>
Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the Company's most recent fiscal year, there were no matters submitted to
a vote of security holders.

Item 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

The Company received its approval for listing on the NASD Over-the-Counter
Bulletin Board under the symbol ISRI on July 9, 2000.

Holders

There are 106 shareholders of record of the Company's common stock as of the
date of this Report.

Dividends

No dividends have been paid by the Company since inception. The Company intends
to retain earnings, if any, to finance the development and expansion of its
business. Future dividend policy will be subject to the discretion of the Board
of Directors and will be contingent upon future earnings, if any, the Company's
financial condition, capital requirements, general business conditions and other
factors. Therefore, there can be no assurance that any dividends of any kind
will ever be paid.

The Company's registrar and transfer agent is Stalt, Inc.
Stock Transfer Agency of Lake Tahoe,located at 848 Tanager St, Suite N, Incline
Village, Nevada 89541.

Recent Sales of Unregistered Securities

The following securities were issued without registration under the Securities
Act of 1933 (the "Act"), in reliance upon the exemption authority provided in
Section 4(2) of the Act respecting issuer transactions not involving any public
offering:

Date                Title of Securities              Amount
-----------------------------------------------------------------
July 18, 2001       Common Stock                    400,000(1)
July 15, 2001       Common Stock                     91,463(2)
March 22, 2001      Common Stock                  1,000,000(3)
-----------------------------------------------------------------
(1)  For cash at $.25 per share in a negotiated private placement.
(2)  Issued as compensation for marketing services @ $.41 per share
(3)  Issued as payment for the acquisition of the Company's Wickieup property at
     $.40 per share.


The Company also received $125,000 of paid in capital for the exercise of
options against which it is obligated to issue 500,000 shares.


<PAGE>

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

The following discussion provides information which management believes is
relevant to an assessment and understanding of the Company's plan of operation.
The discussion should be read in conjunction with the consolidated financial
statements and notes thereto.

Plan of Operation

Mining operations will focus on developing the true value of all properties
through the continuation of an aggressive testing and analysis program.
Acquisition of additional properties will be considered, where prudent, in our
on-going efforts to expand the revenue potential from mining operations.

The Company's e-commerce operations will continue to focus on the development of
its thoroughbred handicapping program, establishing an online customer following
and projects to begin generating revenues through subscription memberships
during physical year 2002.

It is likely the Company will have to raise additional capital for the
development of its properties and the marketing and advertising of its
e-commerce operations before it can realize meaningful revenues from operations.
Should the Company elect to sell its common stock in order to raise the needed
capital, the percentage ownership of existing shareholders will be reduced
(i.e., "dilution"). If the Company is unsuccessful in raising additional capital
when needed, it may be unable to develop its business profitability.

Results of Operations

During the reporting period the Company acquired not only additional properties
represented by 51 lode-mine claims (approximately 1,000 acres) in the Wikieup
mining district of Mohave County, Arizona, but also, options on 1,100,000 tons
of screened head ore materials on an adjacent property which included exclusive
rights to an extraction process for precious metals. In continuing efforts to
establish the value of all holdings the Company initiated additional testing and
analysis of all holdings and published results from the Wikieup property, the
screened head ore options and the test results of the "extraction process"
acquired with the options.

In October 2001, the Company formed a wholly owned subsidiary, Qwik Track, Inc.
and began developing the infrastructure required to provide online thoroughbred
handicapping services to racing fans world-wide. The web site design and
database structure were completed by year-end.

Legal

A lawsuit alleging "breach of contract" has been filed against the Company by an
entity to recover fees associated with services to be provided. The Company
received no services or benefits, has sought legal counsel, believes its
position is meritorious and intends to vigorously oppose any actions by this
entity. At present there is no assurance of the outcome of the lawsuit.


<PAGE>

Recent Events

On March 25, 2002, the Company signed a non-exclusive "Letter of Intent" with
the Jared Trust, a private trust, whereby Jared Trust agrees to purchase up to
1,000 tons of head ore material daily from the Company's Wikieup, Arizona claims
for a period of 5 years at $300.00 per ton.

The value of this agreement ranges from a minimum of 100 tons per day at $300.00
per ton, or $10,800,000 annually to a maximum of 1,000 tons per day, or
$108,000,000 annually.

All associated costs for mining, excavation, concentrating and transportation
will be borne by Jared with assets in excess of $100 million.

The Company's management and the Jared Trust feel this business relationship
will enhance the position of both entities in the mining, distribution and
commercialization of precious metal products. To support their joint efforts, a
"Formal Agreement" will be developed in the near future outlining in detail the
articles from the "Letter of Intent".



<PAGE>

Item 7.  FINANCIAL STATEMENTS


                          Index to Financial Statements

         Document                                            Page
         --------                                            ----

        Auditor's Opinion.................................... F-1

        Balance Sheets....................................... F-2

        Statement of Operations.............................. F-3

        Statement of Cash Flows.............................. F-4

        Statement of Changes in Stockholders' Equity......... F-5

        Notes to Financial Statements........................ F-6




<PAGE>

                             Randy Simpson CPA, P.C.
                            11775 South Nicklaus Road
                                Sandy, Utah 84092
                           Fax & Phone (801) 572-3009


Board of Directors and Stockholders
International Star, Inc.
Henderson, NV

INDEPENDENT AUDITORS' REPORT

I have audited the accompanying balance sheets of International Star, Inc., as
of December 31, 2001, and the related statements of operations, stockholders'
equity and cash flows for the years ended December 31, 2001 and December 31,
2000. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on this financial
statement based on our audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I 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.
I believe that my audit of the financial statements provides a reasonable basis
for my opinion.

In my opinion, based on my audit, the financial statements referred to above
present fairly, in all material respects, the financial position of
International Star, Inc. as of December 31, 2001, and the results of its
operations, shareholders' equity and cash flows for the years ended December 31,
2001 and December 31, 2000, in conformity with generally accepted accounting
principles.




Randy Simpson, CPA, P.C.
A Professional Corporation

March 26, 2002
Sandy, Utah



                                       F-1

<PAGE>

                           INTERNATIONAL STAR, INC.
                                  BALANCE SHEET


                                     ASSETS
                                                           December 31,
                                                            2001
                                                         -------------

Current Assets:
     Prepaid Expense                                          $ 2,010
                                                         -------------
                Total Current Assets                            2,010
Fixed Assets:
     Gold Standard Mines
       Acquisition - Mineral Claims                           400,000
     Screened Ore                                               2,600
                                                         -------------
                Total Fixed Assets                            402,600

                                                         -------------
                      Total Assets                          $ 404,610
                                                         =============


                      Liabilities and Shareholders' Equity

Current Liabilities:
     Bank Overdraft                                              $ 837
     Payables and accrued interest                              15,312
     Accrued management fees                                    25,000
     Advances from officers/directors                           13,649
                                                          -------------
                Total Current Liabilities                       54,798

Stockholders' Equity:
Common Stock, $.001 par value; authorized
   100,000,000 shares, issued and outstanding
   31,836,237 at December 31, 2001.                             31,836
Paid In Capital                                              1,234,446
Accumulated Deficit                                           (916,470)
                                                          -------------
                     Total Stockholders' Equity                349,812

                                                          -------------
     Total Liabilities and Stockholders' Equity              $ 404,610
                                                          =============



                See accompanying notes to the financial statements.


                                       F-2


<PAGE>

                         INTERNATIONAL STAR, INC.
                         STATEMENTS OF OPERATIONS


                                             Year Ended          Year Ended
                                            December 31,        December 31,
                                                2001                2000
                                         ------------------   ----------------

Revenue:                                               $ -                $ -
                                         ------------------   ----------------
                   Total Revenue                         -                  -
 Expenses:
     Mineral development costs                      28,730             33,977
     Interest expense                                  685              7,161
     Professional fees                              11,067             52,085
     Management fees                               120,000            170,000
     General and administrative                    158,094             67,872
                                         ------------------   ----------------
                   Total Expenses                  318,576            331,095

                                         ------------------   ----------------
                   Net Loss                     $ (318,576)        $ (331,095)
                                         ==================   ================

Weighted Average Shares
   Common Stock Outstanding                     31,526,762         27,686,965
                                         ==================   ================

Net Loss Per Common Share
   (Basic and Fully Dilutive)                     $ (0.010)          $ (0.012)
                                         ==================   ================



                 See accompanying notes to financial statements



                                       F-3

<PAGE>

                     INTERNATIONAL STAR, INC.
                     STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                           Year Ended      Year Ended
                                                           December 31,   December 31,
                                                               2001            2000
                                                           ------------   ------------
<S>                                                        <C>             <C>
Cash Flows used in Operating Activities:
                                   Net Loss                 $ (318,576)    $ (331,095)

Expenses not Requiring an Outlay of Cash:
     Common stock issued for interest expense                        -          7,161
     Common Stock issued for consulting/marketing
       services                                                 55,000        216,250
                                                           ------------   ------------
                  Net Cash used in Operations                 (263,576)      (107,684)

Changes to Operating Assets and Liabilities:
     Increase in prepaid expenses                               (2,010)             -
     Increase in screened ore                                   (2,600)             -
     Increase (decrease) in accounts payable and
      accrued interest                                           3,632         (6,051)
     Increase in accrued management fees                        25,000              -
                                                           ------------   ------------
          Cash Flows used in Operating Activities               24,022         (6,051)

Cash Flows from Financing Activities:
     Common stock issued for cash                              100,000         30,000
     Options to acquire 500,000 shares at $.25 per
      share received from officer and principal
      stockholder                                              125,000              -
     Advances from stockholders/affiliates                      13,649         10,512
     Loans from stockholders/affiliates                              -         70,218
                                                           ------------   ------------
             Cash Flows from Financing Activities              238,649        110,730

                                                           ------------   ------------
                           Net (Decrease) in Cash                 (905)        (3,005)

                      Cash at Beginning of Period                   68          3,073

                                                           ------------   ------------
              Cash (Bank Overdraft) at End Period           $     (837)   $        68
                                                           ============   ============

Supplemental Non-Cash Financing Activities:
      1,000,000 shares common stock issued for
       Gold Standard Mines acquisition                      $  400,000    $         -
                                                           ============   ============

     Common stock issued to repay loans, cash
      advances and accrued interest                         $        -    $   317,872
                                                           ============   ============

     Interest Paid                                                 $ -            $ -
                                                           ============   ============

    Income Taxes Paid                                              $ -            $ -
                                                           ============   ============
</TABLE>


                 See accompanying notes to financial statements


                                       F-4


<PAGE>

                            INTERNATIONAL STAR, INC.
                        STATEMENT OF STOCKHOLDERS' EQUITY

                      Years Ending December 31, 2000 & 2001


<TABLE>
<CAPTION>
                                                             Common     Common
                                                             Stock       Stock     Paid-In    Accumulated    Total
                                                             Shares     Amount     Capital     Deficit      Equity
                                                           -----------  -------- ------------ ----------- ------------

<S>                                                        <C>          <C>        <C>        <C>          <C>
Balances as of January 1, 2000                             27,480,000   $27,480    $ (12,480) $ (266,799)  $ (251,799)

     Common stock issued for cash on August 15, 2000,
        at $.15 per share.                                    200,000       200       29,800           -       30,000

     Common stock issued for loans of $80,000 and
        accrued interest of $5,760 on September 30, 2000
        at $.25 per share.                                    800,000       800       84,960           -       85,760

     Common stock issued for legal fess on
        December 31, 2000, valued at $.25 per share.          185,000       185       46,065           -       46,250

     Common stock issued for liabilities (accrued
        compensation and interest), cash advances and
        loans by the two principal stockholders/
        directors valued at $.25 per share.                 1,637,092     1,637      407,636           -      409,273

     Net loss for the year ended December 31, 2000                  -         -            -    (331,095)    (331,095)

                                                           -----------  -------- ------------ ----------- ------------
Balances as of December 31, 2000                           30,302,092   $30,302    $ 555,981  $ (597,894)   $ (11,611)

     Common stock issued for cash, January 18, 2001,
        valued at $.25 per share.                             400,000       400       99,600           -      100,000

     Common stock issued for Gold Standard Mines
       acquisition, March 22, 2001, valued at $.40
       per share                                            1,000,000     1,000      399,000           -      400,000

     Common stock issued for marketing materials,
       July 15, 2001, valued at $ .41per share.                91,463        91       37,408           -       37,499

     Common stock issued for consulting services,
       July 15, 2001, valued at $ .41per share.                42,682        43       17,457           -       17,500

     Cash received from officer for common stock
       options  for 500,000 shares @ $.25 per share                 -         -      125,000           -      125,000

     Net Loss for the year ended December 31, 2001                  -         -            -    (318,576)    (318,576)

                                                           -----------  -------- ------------ ----------- ------------
Balances as of December 31, 2001                           31,836,237   $31,836  $ 1,234,446  $ (916,470)   $ 349,812
                                                           ===========  ======== ============ =========== ============
</TABLE>


                 See accompanying notes to financial statements


                                       F-5


<PAGE>

                            INTERNATIONAL STAR, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001

A.   ORIGINATION AND HISTORY

International Star, Inc. (the Company) was incorporated October 28, 1993 as a
Nevada corporation. On November 5, 1993, the Company issued 2,500 shares, no par
value, for cash consideration of $5,000 in a 504 intrastate offering. The
Company amended its articles of incorporation on January 22, 1997 increasing its
authorized common stock from 2,500 shares to 100,000,000 shares and modified its
par value to $.001 per share.

In January 1997, the Company forward split its common stock to 6,000,000 shares
in a 2400:1 exchange. In April 1997, the Company again forward split its stock
5:1, increasing the total outstanding shares to 30,000,000 and in a
reorganization of outstanding shares canceled 17,400,000 shares, forward split
the balance of the shares 8:1 for an additional issuance of 10,080,000 shares to
the 12,600,000 shares outstanding and then issued 300,000 shares to the
shareholders who canceled the 17,400,000 shares, resulting in 22,980,000 shares
outstanding. Also, in April 1997, the Company issued 4,500,000 shares in
consideration of services performed by various individuals and corporations,
which were valued at $10,000. The 4,500,000-share transaction, which predates
the 5:1 and 8:1 transactions were apparently not impacted by either of the two
aforementioned forward splits, resulting in 27,480,000 shares outstanding.

In April 1997, the Company entered the waste management business. A loan of
$50,000 was obtained from an affiliated entity, American Holding Group, at 3%,
(no formal loan documents have been drafted), and the Company opened an office
in Idaho Falls, Idaho. Due to a lack of capital, the Company was only able to
obtain a small instrumentation sale for $17,444 to Asia Kingtec Co. LTD., in
December 1997. The Company closed its office in January 1998 and abandoned the
computers and office equipment, purchased at $6,981, to the three individuals
who lead the Company into the waste management business. The Company accounts
payable reflect $11,680 in disputed bills from these discontinued operations,
which the Company does not intend to pay.

The three officers and directors who were appointed at the time of the Company's
connection with the foray into the waste management business, resigned in August
1999. The Company accepted the resignations on September 8, 1999.

On July 17, 1998, the Company entered into an extraction agreement with AuRic
Metallurgical Laboratories, Inc., a Utah limited liability corporation, with the
requirement that the Company pay a 1% net smelter return to AuRic for
utilization of its technology.


<PAGE>

On October 12, 1998, the Company entered into a letter of intent with North
American Industrial Development Authority, Inc. (NAIDA), of Kingman, Arizona.
The original proposal involved constructing an investment in a mineral
processing plant in order to process ores from the Company's mineral property.
In exchange, NAIDA would receive 15% of the total ore produced. However, because
of NAIDA's inability to perform, the proposal was never set into motion.

B.   LOANS FROM INDIVIDUALS

On August 15, 1999, the Company borrowed $80,000 from four individuals; the
notes bore an interest rate of 6%. The notes were originally due on February 15,
2001, however, the Company negotiated the conversion of the notes into common
stock and warrants. In September 2000, the notes, totaling $80,000 with accrued
interest of $5,760, were converted into 800,000 shares of common stock. The note
holders were granted warrants to acquire 200,000 shares at $.15 per share on a
pro-rata basis to the amount loaned. The note holders paid $30,000 for the
conversion of the warrants in September 2000 for the 200,000 shares.

C.   MINERAL LEASE DEVELOPMENT COSTS

The Company obtained a number of mineral leases in Mohave County, Arizona in
1998. Although the Company's resources have been limited, they chose to move
forward with preliminary assay sampling and metallurgical testing of the ores on
the property. Their decision to perform such testing brought optimistic results.

The Company incurred $28,730 during the year 2001, and $33,977 in the year 2000
for mineral development costs, all of which have been expensed.

D.   ACQUISITION AGREEMENT WITH GOLD STANDARD MINES, INC.

On September 23, 2000, the Company entered into an acquisition agreement with
Gold Standard Mines, Inc. (GSM), a mining company located in the Mojave County
area of Arizona, for the purpose of acquiring fifty-one lode claims and the
exclusive right to use a specially developed proprietary extraction formula. In
exchange for the lode claims and the exclusive right to the formula, the Company
agreed to issue GSM, 1,000,000 restricted shares of its common stock. To insure
the Company's protection, the agreement also included terms, which subjected the
closing of the acquisition to verification of both the property and the
extraction formula process. In order to obtain these essential verifications,
the Company conducted a series of comprehensive laboratory analyses by
extracting metals from ore and pouring it into dore bars. Through these
laboratory tests, the presence of Palladium, Platinum, Gold and Silver were
detected, providing the validations needed to move forward. With this optimistic
outcome, the Company elected to complete the acquisition and, consequently,
February 20, 2001, issued a press release publicly announcing the lab test
results, as well as finalization of the acquisition.


<PAGE>

E.   RE-ESTABLISHING THE DETRITAL WASH PROJECT

On May 30, 2001, the Company issued a press release announcing plans to focus on
widening their exploration area. The Company intends to accomplish their latest
strategy by re-establishing a project from 1998, the "Detrital Wash" project,
wherein; a 2-ton composite sample was meticulously tested producing results
encouraging enough to justify their endeavor. This latest pursuit will involve
analysis of soil and rock from unexplored areas and will be performed
concurrently with the Company's present work on the Wikieup, Arizona project
claims. The Company's decision to embark upon this venture came from a series of
events including the recent improvement in metal prices, a renewed interest in
mineral projects by investors and, of course, the positive results of the
original sample tests from 1998.

F.   JAMES WILLIAMS CONSULTING CONTRACT

On May 9, 2001, the Company entered into a consulting contract with James
Williams for the purpose of insuring successful future mergers, as well as
acquiring his expertise and knowledge in the areas of business planning,
advertising and public relations management issues. In so doing, the Company
hopes to develop an understanding of all aspects of business necessary to obtain
their desired success. In exchange for the expertise and knowledge of James
Williams, the Company agreed to issue 42,682 shares of common stock, valued at
$.41 per share. An agreement was reached and signed on May 9, 2001 and, in July
of 2001; the specified numbers of shares were issued in accordance with the
contract.

G.   MARKETING AGREEMENT WITH ACTION STOCKS, INC.

Also on May 9, 2001, the Company signed a six month promotion agreement with
Action Stocks, Inc., (ASI), acquiring services which include, website marketing,
email services, direct client promotion, investor relations, affiliate
promotions, research reports (to be created and distributed) and the opportunity
of being promoted nationwide on ASI's radio show. In exchange for these
services, the Company has agreed to issue 91,463 restricted shares valued at
$.41 per share. Additionally, ASI will contract and provide funding sources. As
stated in the agreement, ASI will receive a 10% finder's fee upon locating
successful Company funding.

H.   LOANS AND ADVANCES FROM COMPANY DIRECTORS

The Company's original loan in April 1997, for $50,000, bore an interest rate of
3%; $2,000 was paid towards this loan on August 8, 2000. A second loan in
December 1999 for $7,500 bore an interest rate of 8%. During the second quarter
of 2000, the amounts of $4,093 and $2,373 were converted to notes bearing a 6%
interest rate. Three more advances were made in the amounts of $3,760, $8,042
and $7,432, all of which were also converted to notes at 6% interest. On
December 31, 2000 the Company's directors were issued a total of 1,637,092
shares, valued at $.25 per share, ($85,000 per director), compensating them for
management of the Company as well as their advances, loans and accrued interest.
This transaction allowed the Company's liabilities to be deemed satisfied, with
the exception of $11,680 in disputed accounts payable, remaining from prior
abandoned operations.


<PAGE>

The Company's directors continue to advance funds for operational expenses. As
of December 31, 2001, outstanding advances totaled $13,649. The Company
continues to reimburse these advances directly from their bank account.

The directors continue to incur management fees of $5,000 per director every
month for a total of $120,000 at year-end December 31, 2001. Of that total,
$25,000 remains outstanding as reflected on the balance sheet.

I. COMMON STOCK OPTIONS

The Company issued options for the purchase of 2,280,000 common shares, to its
directors on November 7, 2000. The options have an exercise price of $.25 per
share, are vested as of the November 7, 2000, and have a 5-year duration. The
Company did not recognize any compensation expense in connection with their
issuance, as the Company values the issuance of its options under the "intrinsic
value method". Also, the option price exceeded or equaled the market value of
the stock at the time of the grant of these options.

On January 18, 2001, the Company conducted a private placement of 400,000 shares
of common stock at $.25 per unit. Each unit consisted of one common share and
one non-transferable share purchase warrant. Each warrant will entitle the
holder to purchase an additional share for a two-year period at $.75 per unit.
The private placement funds totaled $100,000, which were utilized for incurred
operational costs and mineral development expenses relating to the their recent
acquisition.

On March 22, 2001, the Company issued 1,000,000 shares of its common stock to
Gold Standard Mines, Inc., valued at $.40 per share, (current market value)
closing the acquisition agreement.

On October 1, 2001, the Company issued options for the purchase of 310,000
common shares, valued at $77,500, ($0.25 per share) to directors and employees
of the Company's wholly owned subsidiary QWIK TRACK, INC. These options are
valid until October 1, 2005, and will be vested at 25% each year.

J.   CURRENT ACTIVITIES

On October 15, 2001, a press release was issued announcing the formation of QWIK
TRACK, INC. (www.qwiktrack.com), a wholly owned subsidiary of International
Star, Inc.

QWIK TRACK, INC. is a web-based service business providing the wagering
enthusiast with accurate thoroughbred handicapping analytical data and
statistical information, as well as the opportunity for wagering enthusiasts to
participate in multiple racetrack wagering from the comfort of their own home.


<PAGE>

Mr. Robert L. Hawkins is responsible for the initial design of QwikTrack(TM) and
was appointed president of the newly formed subsidiary. As the subsidiary's
president, Mr. Hawkins assumes the executive management responsibility and will
implement all orders given by the Board of Directors. Mr. Hawkins, a devoted
racing fan, retired from IBM after more than twenty-three years experience in
various management positions. He is considered the subsidiary's expert in the
handicapping industry.

The Company continues to evaluate and explore mineral properties, however, the
Company feels that exploring other projects and adding those of merit to their
portfolio to be in the best interest of their shareholders. QWIK TRACK, INC. is
scheduled to begin operations during the first quarter of 2002.


                                       F-6


<PAGE>

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

Following are the current officers and directors of the Company, together with
their ages, positions held and dates of service:

=========================================================================
Name             Age        Position(s) Held               Service Began
-------------------------------------------------------------------------

Kamal Alawas     50         President, Director              Dec. 1998

Pat Westphal     59         Secretary, Treasurer             Sep. 1999
                            Director

Robert Hawkins   57         President (subsidiary),          Sep. 2001
                            Director
-------------------------------------------------------------------------

KAMAL ALAWAS- Mr. Alawas was born January 17, 1952. He currently resides in the
State of Washington. Since 1983 he has been President of Alawas Investments
Corp. which is an international investment company. He serves on the Board of
Sidon International, a public company involved in mineral exploration, and has
served as secretary and director of Pel Tech Industries, and as C.F.O. of
Rainbow Petroleum. Mr. Alawas has been involved in the mining industry since
1981 both as owner of mineral property and officer/ director of mining
companies.


<PAGE>

PAT WESTPHAL- Mr. Westphal resides in Las Vegas, NV and was born March 15, 1943.
He serves as a Director of the Corporation. He is a Canadian citizen. He
graduated from high school in Kitchener, Ontario, Canada. He is a retired Sgt.
of the Royal Canadian Mounted Police, having served for 20 years. His specialty
therein was white collar crime and intelligence.

He is the past president of two Vancouver, B.C. mining companies, Adams Siller
and C.T. Exploranda from 1984 to 1986. He is the past president of Protect
American Security, a company specializing in physical security and security
systems marketing in the Vancouver area. He has served as Investor Relation
Coordinator for several mining companies listed on the Canadian Stock Exchange.

ROBERT HAWKINS- Mr. Hawkins was born December 21, 1944. He attended the
University of Arkansas, prior to beginning his twenty-four year career with
International Business Machines Corporation. While with IBM, Mr. Hawkins
received over 2000 hours of extensive management training, holding management
and staff positions in marketing, administration and service with assignments in
field locations, regional offices and corporate headquarters.

He was the co-founder of Trac-Comm Corporation of Dallas, Texas and has
successfully marketed handicapping products and services within major racetracks
in the U.S.

As an avid racing fan, he is the analyst and mathematician responsible for the
initial design of QwikTrackTM. He is the President and handicapping industry
expert of the Company's wholly owned subsidiary QWIK TRACK, INC.

Involvement in Certain Legal Proceedings

Except as indicated below and or hereinbefore, to the knowledge of Management,
during the past five years, no present or former director, executive officer, or
person nominated to become a director or executive officer of the Company:

     (1) Filed a petition under federal bankruptcy laws or any state insolvency
     law, now had a receiver, fiscal agent or similar officer appointed by a
     court for the business or property of such person, or any partnership in
     which he was a general partner at or within two years before the time of
     such filing, or any corporation or business association of which he was an
     executive officer at or within two years before the time of such filing;

     (2) Was convicted in a criminal proceeding or named subject of a pending
     criminal proceeding (excluding traffic violations and other minor
     offences);

     (3) Was the subject of any order, judgment or decree, not subsequently
     reversed, suspended or vacated, of any court of competent jurisdiction,
     permanently or temporarily enjoining him or her from or otherwise limiting
     his involvement in any type of business, securities or banking activities;


<PAGE>

     (4) Was found by a court of competent jurisdiction in a civil action, by
     the Securities and Exchange Commission or the Commodity Futures Trading
     Commission to have violated any federal or state securities law, and the
     judgment in such civil action or finding by the Securities and Exchange
     Commission has not been subsequently reversed, suspended , or vacated.


Item 10.  EXECUTIVE COMPENSATION

         The following table sets forth a summary of compensation received by
each of our officers and directors who received compensation from the Company
during either of our most recent fiscal years.

<TABLE>
<CAPTION>
==============================================================================================================================
Name and principal            Year                  Annual Compensation                  Long-term Compensation
position
------------------------------------------------------------------------------------------------------------------------------
                                         Salary        Bonus         Other Annual     Restricted Securities         All other
                                                                     Compensation     Stock      Underlying LTIP    compen-
                                           ($)          ($)              ($)          Awards     Options    Payouts sation
------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>        <C>          <C>          <C>                  <C>        <C>        <C>     <C>

Kamal Alawas                  2001          0            0              45,000           0           0          0         0
President, Director         ---------- ------------ ------------ ------------------- ----------- ---------- --------- ---------
                              2000          0            0                0           240,000(1) 1,140,000(2)   0         0
                            ---------- ------------ ------------ ------------------- ----------- ---------- --------- ---------
                              1999`         0            0                0           100,000(1)     0          0         0
-------------------------------------------------------------------------------------------------------------------------------
Pat Westphal                  2001          0            0              45,000           0           0          0         0
Secretary, Treasurer,       ---------- ------------ ------------ ------------------- ----------- ---------- --------- ---------
Director                      2000          0            0                0           240,000(1) 1,140,000(2)   0         0
                            ---------- ------------ ------------ ------------------- ----------- ---------- --------- ---------
                              1999          0            0                0           100,000(1)     0          0         0
-------------------------------------------------------------------------------------------------------------------------------
Robert Hawkins, President     2002          0            0                0               0        250,000(3)   0         0
(Quik Track Subsidiary)
===============================================================================================================================
</TABLE>
(1) Valued at $.25 per share at time of issue.
(2) Strike Price $.25, expiring November 7, 2005, and vested at issuance.
(3) Strike Price $.25, expiring 2005, vesting 25% per year.


The Company has no employment contracts in effect with any of the members of its
Board of Directors or its executive officers, nor are there any agreements or
understandings with such persons regarding termination of employment or change
in control arrangements.


<PAGE>


Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Following are all of the individuals or groups known by the registrant to be the
beneficial owners of more than 5% of the Company's securities.


==============================================================================
Title of      Name/Address            Shares Beneficially     Percentage
 Class          of Owner                   Owned              Ownership
------------------------------------------------------------------------------

Common      Kamal Alawas                 2,648,528              8.00 %
            Everett, Wa 98205

Common      Pat Westphal                 1,997,396              6.27 %
            Henderson, NV 89014

Common      Cambro Investment            2,250,000              7.06 %
            Las Vegas, NV

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


Following are all of the officers and directors of the Company who are
beneficial owners of the Company's securities.

==============================================================================
Title of      Name/Address            Shares Beneficially     Percentage
 Class          of Owner                   Owned              Ownership
------------------------------------------------------------------------------

Common      Kamal Alawas
            Everett, Wa 98205            2,648,528              8.00 %

Common      Pat Westphal                 1,997,396              6.27 %
            Henderson, NV 89014

Common      Robert Hawkins                       0              0.00 %
            Henderson, NV 89012
-------------------------------------------------------------------------------
Common      Officers and Directors
            as a group                   4,645,924             14.27%
==============================================================================

There are currently no arrangements or agreements that may result in a change in
control of the registrant.


<PAGE>

Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There are no related transactions not discussed above in PART I.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K


(a) Exhibits:

The following exhibits are filed as part of this Form 10-KSB for the Company's
year ended December 31, 2000.


Exhibit No.               Description
-----------               -------------
    3.(i)                 Articles of Incorporation [ Incorporated by Reference
                           to Exhibit 3.(i) of the Company's Form 10-SB filed
                           on E.D.G.A.R. January 12, 2000 ]

    3.(ii)                By Laws [ Incorporated by Reference to Exhibit 3.(ii)
                           of the Company's Form 10-SB filed on E.D.G.A.R.
                           January 12, 2000 ]

(b) Reports on Form 8-K

The company filed no Current Reports on Form 8-K during its latest fiscal
quarter.



<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

                                         International Star, Inc.
                                         (Registrant)


                                         By: /s/ Kamal Alawas
                                         ------------------------------
                                         Kamal Alawas
                                         President, Chairman of the Board



                                         By: /s/ Pat Westphal
                                         ------------------------------
                                         Pat Westphal
                                         Secretary, Director