SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                              FORM 10-KSB/A
(Mark One)
[X]             ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934

                      For the fiscal year ended
                             December 31, 2002

   OR
[  ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR
             15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                 For the transition period from    to


                    Commission file number 0-28609

                   LUMINARY ACQUISITION CORPORATION
         (Exact name of small business issuer in its charter)

               Delaware                             52-2201516
            (State or other jurisdiction of         (I.R.S. Employer
            incorporation or organization)          Identification No.)

                    1504 R Street, N.W., Washington, D.C. 20009
                  (Address of principal executive offices)  (zip code)

                  Issuer's Telephone Number:     202/387-5400

This amendment is filed to correct certain typographical errors
appearing in the certification section.

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.0001 par value per share

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the last 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-B is not 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-KSB or any amendment to this
Form 10-KSB.  [  ]

State issuer's revenues for its most recent fiscal year.         $ 0.

State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was sold, or the average bid and asked price
of such common equity, as of a specified date within the past 60 days.
                    $ 0.

State the number of shares outstanding of each of the issuer's classes
     of common equity, as of the latest practicable date.

Class                              Outstanding at December 31, 2002

Common Stock, par value $0.0001                   5,000,000

Documents incorporated by reference:            None


<PAGE>
                                PART I

Item 1.  Description of Business

     Luminary Acquisition Corporation (the "Company") was incorporated
on March 24, 1999 under the laws of the State of Delaware to engage in
any lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions. The Company has been in the
developmental stage since inception and has no operations to date
other than issuing shares to its original shareholder.

     The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in a business entity which
desires to seek the perceived advantages of a corporation which has a
class of securities registered under the Exchange Act.  The Company
will not restrict its search to any specific business, industry, or
geographical location and it may participate in a business venture of
virtually any kind or nature.  Management anticipates that it will be
able to participate in only one potential business venture because the
Company has nominal assets and limited financial resources.

     The Company registered its common stock on a Form 10-SB
registration statement filed pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act") and Rule 12(g) thereof.  The Company
files with the Securities and Exchange Commission periodic and current
reports under Rule 13(a) of the Exchange Act, including quarterly
reports on Form 10-QSB and annual reports Form 10-KSB.

Item 2.  Description of Property

     The Company has no properties and at this time has no agreements
to acquire any properties.  The Company currently uses the offices of
management at no cost to the Company.  Management has agreed to
continue this arrangement until the Company completes a business
combination.

Item 3.  Legal Proceedings

     There is no litigation pending or threatened by or against the
Company.

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

     No matter was submitted to a vote of security holders, through
the solicitation of proxies or otherwise, during the fourth quarter of
the fiscal year covered by this report.

                                PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

     There is currently no public market for the Company's securities.

     Following a business combination, a target company will normally
wish to cause the Company's common stock to trade in one or more
United States securities markets.  The target company may elect to
take the steps required for such admission to quotation following the
business combination or at some later time.

     At such time as it qualifies, the Company may choose to apply for
quotation of its securities on the NASD OTC Bulletin Board.

     The NASD OTC Bulletin Board is a dealer-driven quotation service.
Unlike the Nasdaq Stock Market, companies cannot directly apply to be
quoted on the NASD OTC Bulletin Board, only market makers can initiate
quotes, and quoted companies do not have to meet any quantitative
financial requirements.  Any equity security of a reporting company
not listed on the Nasdaq Stock Market or on a national securities
exchange is eligible.

     As such time as it qualifies, the Company may choose to apply for
quotation of its securities on the Nasdaq SmallCap Market.

     In order to qualify for listing on the Nasdaq SmallCap Market, a
company must have at least (i) net tangible assets of $4,000,000 or
market capitalization of $50,000,000 or net income for two of the last
three years of $750,000; (ii) a public float of 1,000,000 shares with
a market value of $5,000,000; (iii) a bid price of $4.00; (iv) three
market makers; (v) 300 shareholders and (vi) an operating history of
one year or, if less than one year, $50,000,000 in market
capitalization.  For continued listing on the Nasdaq SmallCap Market,
a company must have at least (i) net tangible assets of $2,000,000 or
market capitalization of $35,000,000 or net income for two of the last
three years of $500,000; (ii) a public float of 500,000 shares with a
market value of $1,000,000; (iii) a bid price of $1.00; (iv) two
market makers; and (v) 300 shareholders.

     In general there is greatest liquidity for traded securities on
the Nasdaq SmallCap Market and less on the NASD OTC Bulletin Board.
It is not possible to predict where, if at all, the securities of the
Company will be traded following a business combination.

     During the past three years, the Company has sold securities
which were not registered as follows:

                                    NUMBER OF
     DATE         NAME              SHARES         CONSIDERATION

March 25, 1999    TPG Capital
                  Corporation(1)    5,000,000      $500
     ________

     (1)  Mr. Cassidy, the president and sole director of the Company,
is the sole director and controlling shareholder of TPG Capital
Corporation and is therefore considered to be the beneficial owner of
the common stock of the Company issued to it.

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

     The Company will attempt to locate and negotiate with a business
entity for the combination of that target company with the Company.
The combination will normally take the form of a merger,
stock-for-stock exchange or stock-for-assets exchange (the "business
combination").  In most instances the target company will wish to
structure the business combination to be within the definition of a
tax-free reorganization under Section 351 or Section 368 of the
Internal Revenue Code of 1986, as amended.  No assurances can be given
that the Company will be successful in locating or negotiating with
any target business.

     The Company has not restricted its search for any specific kind
of businesses, and it may acquire a business which is in its
preliminary or development stage, which is already in operation, or in
essentially any stage of its business life. It is impossible to
predict the status of any business in which the Company may become
engaged, in that such business may need to seek additional capital,
may desire to have its shares publicly traded, or may seek other
perceived advantages which the Company may offer.

     In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, or licensing agreement
with another corporation or entity.

     It is anticipated that any securities issued in any such business
combination would be issued in reliance upon exemption from
registration under applicable federal and state securities laws.  In
some circumstances, however, as a negotiated element of its
transaction, the Company may agree to register all or a part of such
securities immediately after the transaction is consummated or at
specified times thereafter.  If such registration occurs, it will be
undertaken by the surviving entity after the Company has entered into
an agreement for a business combination or has consummated a business
combination.  The issuance of additional securities and their
potential sale into any trading market which may develop in the
Company's securities may depress the market value of the Company's
securities in the future if such a market develops, of which there is
no assurance.

     The Company will participate in a business combination only after
the negotiation and execution of appropriate agreements.  Negotiations
with a target company will likely focus on the percentage of the
Company which the target company shareholders would acquire in
exchange for their shareholdings.  Although the terms of such
agreements cannot be predicted, generally such agreements will require
certain representations and warranties of the parties thereto, will
specify certain events of default, will detail the terms of closing
and the conditions which must be satisfied by the parties prior to and
after such closing and will include miscellaneous other terms.  Any
merger or acquisition effected by the Company can be expected to have
a significant dilutive effect on the percentage of shares held by the
Company's shareholders at such time.

     The Company has entered into an agreement with TPG Capital
Corporation, its sole shareholder, to supervise the search for target
companies as potential candidates for a business combination.  The
agreement will continue until such time as the Company has effected a
business combination.  TPG Capital Corporation has agreed to pay all
expenses of the Company until such time as a business combination is
effected, without repayment.  James M. Cassidy, the sole officer and
director of the Company, is the sole officer and director and
controlling shareholder of TPG Capital Corporation.

     The Company does not anticipate expending funds itself for
locating a target company.  James M. Cassidy, the officer and director
of the Company, provides his services without charge or repayment.
The Company will not borrow any funds to make any payments to the
Company's management, its affiliates or associates.  If TPG Capital
Corporation stops or becomes unable to continue to pay the Company's
operating expenses, the Company may not be able to timely make its
periodic reports required under the Exchange Act nor to continue to
search for an acquisition target.

     TPG Capital Corporation may only locate potential target
companies for the Company and is not authorized to enter into any
agreement with a potential target company binding the Company.  TPG
Capital Corporation may provide assistance to target companies
incident to and following a business combination, and receive payment
for such assistance from target companies. The agreement with TPG
Capital Corporation is not exclusive and the Company may enter into
similar agreements with other persons or entities.

     The Board of Directors has passed a resolution which contains a
policy that the Company will not seek a business combination with any
entity in which the Company's officer, director, shareholders or any
affiliate or associate serves as an officer or director or holds any
ownership interest.

Item 7.  Financial Statements

     The financial statements for the year ended December 31, 2002 are
attached to this filing.

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

     There were no changes in or disagreements with accountants on
accounting and financial disclosure for the period covered by this
report.


                               PART III

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

     The Directors and Officers of the Company are as follows:

Name                     Age            Positions and Offices Held

James M. Cassidy          67             President, Secretary, Director

     There are no agreements or understandings for the officer or
director to resign at the request of another person and the above-
named officer and director is not acting on behalf of nor will act at
the direction of any other person.

     Set forth below is the name of the director and officer of the
Company, all positions and offices with the Company held, the period
during which he has served as such, and the business experience during
at least the last five years:

     James Michael Cassidy, Esq., LL.B., LL.M., received a Bachelor of
Science in Languages and Linguistics from Georgetown University in
1960, a Bachelor of Laws from The Catholic University School of Law in
1963, and a Master of Laws in Taxation from The Georgetown University
School of Law in 1968. From 1963-1964, Mr. Cassidy was law clerk to
the Honorable Inzer B. Wyatt of the United States District Court for
the Southern District of New York. From 1964-1965, Mr. Cassidy was law
clerk to the Honorable Wilbur K. Miller of the United States Court of
Appeals for the District of Columbia.  From 1969-1975, Mr. Cassidy was
an associate of the law firm of Kieffer & Moroney and a principal in
the law firm of Kieffer & Cassidy, Washington, D.C.  From 1975 to
date, Mr. Cassidy has been a principal in the law firm of Cassidy &
Associates, Washington, D.C. and its predecessors, specializing in
securities law and related corporate and federal taxation matters. Mr.
Cassidy is a member of the bars of the District of Columbia and the
State of New York and is admitted to practice before the United States
Tax Court and the United States Supreme Court.

     On June 4, 2001, without admitting or denying any wrongdoing,
James M. Cassidy, the sole director and executive officer of the
Company, and TPG Capital Corporation, a corporation controlled by Mr.
Cassidy, consented to the issuance of an order by the Securities and
Exchange Commission to cease and desist from committing or causing any
violation and any future violation of Section 10(b) of the Securities
Exchange Act of 1934 ("1934 Act") and Rule 10b-5 thereunder and from
causing any violation and future violation of Section 13(a) of the
1934 Act and Rules 13a-13 and 12b-20 thereunder in connection with
arranging reverse mergers between reporting companies that they
controlled and issuers facing possible delisting from the NASD OTC
Bulletin Board.

     Specifically, the Securities and Exchange Commission said that
Mr. Cassidy and TPG had filed amended registration statements for five
reporting companies that wrongly stated that the companies were not
engaged at that time in negotiations with specific entities regarding
a possible business combination.  Three of these companies also filed
periodic reports under the 1934 Act, which the Securities and Exchange
Commission said wrongly stated that they were not engaged at that time
in merger negotiations.  TPG Capital Corporation also agreed to
consent, without admitting or denying any wrongdoing, to the payment
of a civil penalty.

Other Similar Companies

     James M. Cassidy, the president of the Company, has been and is
currently involved with companies similar to this one.  The initial
business purpose of each of these companies was or is to engage in a
business combination with an unidentified company or companies.

Conflicts of Interest

     A conflict may arise in the event that a similar company with
which Mr. Cassidy is affiliated also actively seeks a target company.
It is anticipated that target companies will be located for the
Company and other similar companies in chronological order of the date
of formation of such companies or, in the case of companies formed on
the same date, alphabetically.  However, other companies may differ
from the Company in certain items such as place of incorporation,
number of shares and shareholders, working capital, types of
authorized securities, or other items.  It may be that a target
company may be more suitable for or may prefer a certain company
formed after the Company.  In such case, a business combination might
be negotiated on behalf of the more suitable or preferred similar
company regardless of date of formation.

     Mr. Cassidy is the principal of Cassidy & Associates, a law firm
located in Washington, D.C. As such, demands may be placed on the time
of Mr. Cassidy which would detract from the amount of time he is able
to devote to the Company.  Mr. Cassidy intends to devote as much time
to the activities of the Company as required.  However, should such a
conflict arise, there is no assurance that Mr. Cassidy would not
attend to other matters prior to those of the Company.

     The terms of business combination may include such terms as Mr.
Cassidy remaining a director or officer of the Company and/or the
continuing securities or other legal work of the Company being handled
by the law firm of which Mr. Cassidy is the principal.  The terms of a
business combination may provide for a payment by cash or otherwise to
TPG Capital Corporation by a target business for the purchase of all
or some of the common stock of the Company owned by TPG Capital
Corporation.  Mr. Cassidy would directly benefit from such employment
or payment. Such benefits may influence Mr. Cassidy's choice of a
target business.

     The Company will not enter into a business combination, or
acquire any assets of any kind for its securities, in which management
or promoters of the Company or any affiliates or associates have any
interest, direct or indirect.

     There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to resolve
conflicts of interest in favor of the Company could result in
liability of management to the Company.  However, any attempt by
shareholders to enforce a liability of management to the Company would
most likely be prohibitively expensive and time consuming.

Item 10.  Executive Compensation

     The Company's officer and director does not receive any
compensation for his services rendered to the Company, nor has he
received such compensation in the past.  The officer and director is
not accruing any compensation pursuant to any agreement with the
Company.  However, the officer and director of the Company anticipates
receiving benefits as a beneficial shareholder of the Company and as a
principal of TPG Capital Corporation.

     No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the Company
for the benefit of its employees.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth, as of December 31, 2002, each
person known by the Company to be the beneficial owner of five percent
or more of the Company's common stock and the director and officer of
the Company.  Except as noted, the holder thereof has sole voting and
investment power with respect to the shares shown.

Name and Address              Amount of Beneficial        Percent of
of Beneficial Owner                Ownership              Outstanding Stock


TPG Capital Corporation            5,000,000                      100%
1504 R Street, N.W.
Washington, D.C. 20009

James M. Cassidy(1)                5,000,000                      100%
1504 R Street, N.W.
Washington, D.C. 20009

All Executive Officers and
Directors as a Group
     (1 Person)                    5,000,000                       100%

(1)  Mr. Cassidy is the sole director and controlling shareholder of
     TPG Capital Corporation and is therefore considered the
     beneficial owner of the 5,000,000 shares of common stock owned by it.

Item 12.  Certain Relationships and Related Transactions

     On March 25, 1999, the Company issued a total of 5,000,000 shares
of Common Stock to the following entity for a total of $500 in cash:

                                    NUMBER OF         TOTAL
     NAME                           SHARES            CONSIDERATION

     TPG Capital Corporation       5,000,000           $500

     The Board of Directors has passed a resolution which contains a
policy that the Company will not seek an acquisition or merger with
any entity in which the Company's officer, director or shareholder or
their affiliates or associates serve as officer or director or hold
any ownership interest.  Management is not aware of any circumstances
under which this policy may be changed.

Item 13.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

     (b)  There were no reports on Form 8-K filed by the Company
during the quarter ended December 31, 2002.

Item 14.  Controls and Procedures

     Within the 90 days prior to the filing date of this report, the
Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14.  This evaluation  was done under the
supervision and with the participation of the Company's principal
executive officer (who is also the principal financial officer).
Based upon that evaluation, he believes that the Company's disclosure
controls and procedures are effective in gathering, analyzing and
disclosing information needed to ensure that the information required
to be disclosed by the Company in its periodic reports is recorded,
summarized and processed timely.  The principal executive officer is
directly involved in the day-to-day operations of the Company.


<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.

                         LUMINARY ACQUISITION CORPORATION

                         By:   /s/ James M. Cassidy
                                   James M. Cassidy, President

Dated:  March 31, 2003


     Pursuant to the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.

NAME                          OFFICE              DATE

/s/ James M. Cassidy          Director            March 31, 2003


                                   CERTIFICATION


I, James M. Cassidy, certify that:

1.   I have reviewed this annual report on Form 10-KSB/A.

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

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

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

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

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

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

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

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

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

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

       Date: March 31, 2003               /s/ James M. Cassidy
                                          President and Director and
                                          Chief Financial Officer
                                          Principal Accounting Officer

<PAGE>

                   LUMINARY ACQUISITION CORPORATION
                     (A DEVELOPMENT STAGE COMPANY)
                         FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002

<PAGE>
<PAGE>

                   LUMINARY ACQUISITION CORPORATION
                     (A DEVELOPMENT STAGE COMPANY)


                               CONTENTS
                               --------

PAGE        1       INDEPENDENT AUDITORS' REPORT

PAGE        2       BALANCE SHEET AS OF DECEMBER 31, 2002

PAGE        3       STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
                    DECEMBER 31, 2002 AND 2001 AND FOR THE PERIOD
                    FROM MARCH 24, 1999 (INCEPTION) TO DECEMBER 31, 2002

PAGE        4       STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY FOR
                    THE PERIOD FROM MARCH 24, 1999 (INCEPTION) TO
                    DECEMBER 31, 2002

PAGE        5       STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
                    DECEMBER 31, 2002 AND 2001 AND FOR THE PERIOD
                    FROM MARCH 24, 1999 (INCEPTION) TO DECEMBER 31, 2002

PAGES     6 - 9     NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2002

<PAGE>

                     INDEPENDENT AUDITORS' REPORT
                     ----------------------------

To the Board of Directors of:
Luminary Acquisition Corporation
(A Development Stage Company)

We have audited the accompanying balance sheet of Luminary Acquisition
Corporation (a development stage company) as of December 31, 2002 and
the related statements of operations, changes in stockholder's equity
and cash flows for the years ended December 31, 2002 and 2001 and for
the period from March 24, 1999 (inception) to December 31, 2002.
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 audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States of America.  Those standards
require that we plan and perform the audits 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 audits
provide 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 Luminary
Acquisition Corporation (a development stage company) as of December
31, 2002, and the results of its operations and its cash flows for the
years ended December 31, 2002 and 2001 and for the period from March
24, 1999 (inception) to December 31, 2002 in conformity with
accounting principles generally accepted in the United States of
America.


WEINBERG & COMPANY, P.A.

Boca Raton, Florida
March 7, 2003

<PAGE>

              LUMINARY ACQUISITION CORPORATION
               (A DEVELOPMENT STAGE COMPANY)
                       BALANCE SHEET
                    DECEMBER 31, 2002
                    -----------------

                        ASSETS
                        ------

Cash                                    $ 500
                                        ------
TOTAL ASSETS                            $ 500
                                        ======

        LIABILITIES AND STOCKHOLDER'S EQUITY
        ------------------------------------

LIABILITIES                             $  -


STOCKHOLDER'S EQUITY

Preferred Stock, $.0001 par value,
 20,000,000 shares authorized,
 none issued and outstanding                -
Common Stock, $.0001 par value,
 100,000,000 shares authorized,
 5,000,000 issued and outstanding         500
Additional paid-in capital              1,330
Deficit accumulated during
    development stage                  (1,330)
                                       -------

 Total Stockholder's Equity               500
                                       -------
TOTAL LIABILITIES AND
  STOCKHOLDER'S EQUITY                  $ 500
                                       ========



                  See accompanying notes to financial statements
                                    2

<PAGE>

             LUMINARY ACQUISITION CORPORATION
               (A DEVELOPMENT STAGE COMPANY)
                 STATEMENT OF OPERATIONS
                 -----------------------

                                                      For the Period
                                                          From
                      For the Year   For the Year     March 24, 1999
                         Ended          Ended         (Inception) to
                      December 31,   December 31,       December 31,
                          2002          2001               2002
                      -----------    ------------     --------------

Income                $      -        $   -            $     -

Expenses
 Organization expense        -            -                 580
 Professional fees           -            -                 750
                      ----------      ---------        ---------

Total expenses               -            -               1,330
                      ----------      ---------         ---------

NET LOSS              $      -         $  -             $(1,330)
==========            ==========      =========        ==========


             See accompanying notes to financial statements
                                   3

<PAGE>

                       LUMINARY ACQUISITION CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
                STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
                FOR THE PERIOD FROM MARCH 24, 1999 (INCEPTION)
                           TO DECEMBER 31, 2002
                           --------------------

                                                          Deficit
                                                         Accumulated
                                             Additional    During
                        Common Stock Issued    Paid-In   Development
                          Shares     Amount    Capital      Stage      Total
                         -------     ------    -------   ----------   -------

Common Stock Issuance    5,000,000    $ 500     $  -      $  -         $  500

Fair value of expenses
  contributed                   -        -       1,330        -         1,330

Net loss for the years ended:
 December 31, 1999              -        -         -        (1,330)    (1,330)
 December 31, 2000              -        -         -         -            -
 December 31, 2001              -        -         -         -            -
 December 31, 2002              -        -         -         -            -

                          ---------   ------     -----     --------    ------
BALANCE AT
  DECEMBER 31, 2002      5,000,000    $ 500     $1,330      $(1,330)   $  500
===================      =========    =====      =====      ========    ======

                 See accompanying notes to financial statements
                                    4


<PAGE>


                     LUMINARY ACQUISITION CORPORATION
                       (A DEVELOPMENT STAGE COMPANY)
                         STATEMENTS OF CASH FLOWS
                         ------------------------

                                                           For The Period
                                                                From
                              For the Year                 March 24, 1999
                                 Ended         Ended       (Inception) to
                              December 31,   December 31,   December 31,
                                 2002          2001            2002
                              -----------    -----------   ------------

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                     $    -         $   -          $ (1,330)
Adjustment to reconcile
 net loss to net cash used by
 operating activities

Contributed expenses              -             -              1,330
                               -------        -------        --------
 Net Cash Used In
     Operating Activities         -            -                -
                                -------       -------        --------
CASH FLOWS FROM
   INVESTING ACTIVITIES           -             -                -
                               -------        -------        --------
CASH FLOWS FROM
   FINANCING ACTIVITIES:

 Proceeds from issuance of
   common stock                   -             -               500
                               -------        -------        --------
 Net Cash Provided By Financing
    Activities                    -             -               500
                               -------        -------        -------
INCREASE IN CASH AND
   CASH EQUIVALENTS               -             -               500

CASH AND CASH EQUIVALENTS -
   BEGINNING OF PERIOD           500            500               -
                               -------        -------        -------
CASH AND CASH EQUIVALENTS -
   END OF PERIOD               $ 500           $500             $500
=================             ========        =======         ======

                 See accompanying notes to financial statements
                                       5

<PAGE>
                        LUMINARY ACQUISITION CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                            AS OF DECEMBER 31, 2002
                            -----------------------

NOTE  1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   (A) Organization and Business Operations

   Luminary Acquisition Corporation (a development stage company)
   ("the Company") was incorporated in Delaware on March 24, 1999 to
   serve as a vehicle to effect a merger, exchange of capital stock,
   asset acquisition or other business combination with a domestic or
   foreign private business.  At December 31, 2002, the Company had
   not yet commenced any formal business operations, and all activity
   to date relates to the Company's formation.  The Company's fiscal
   year end is December 31.

   The Company's ability to commence operations is contingent upon
   its ability to identify a prospective target business.

   (B)  Use of Estimates

   The preparation of the financial statements in conformity with
   generally accepted accounting principles requires management to
   make estimates and assumptions that affect the reported amounts of
   assets and liabilities and disclosure of contingent assets and
   liabilities at the date of the financial statements and the
   reported amounts of revenues and expenses during the reporting
   period.  Actual results could differ from those estimates.

   (C) Cash and Cash Equivalents

   For purposes of the statement of cash flows, the Company considers
   all highly liquid investments purchased with an original maturity
   of three months or less to be cash equivalents.

   (D) Income Taxes

   The Company accounts for income taxes under the Financial
   Accounting Standards Board of Financial Accounting Standards No.
   109, "Accounting for Income Taxes" ("Statement 109"). Under
   Statement 109, deferred tax assets and liabilities are recognized
   for the future tax consequences attributable to differences
   between the financial statement carrying amounts of existing
   assets and liabilities and their respective tax basis. Deferred
   tax assets and liabilities are measured using enacted tax rates
   expected to apply to taxable income in the years in which those
   temporary differences are expected to be recovered or settled.
   Under Statement 109, the effect on deferred tax assets and
   liabilities of a change in tax rates is recognized in income in
   the period that includes the enactment date. There were no current
   or deferred income tax expense or benefits due to the Company not
   having any material operations for the years ended December 31,
   2002 and 2001.

                                    6
<PAGE>
                       LIMINARY ACQUISITION CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                            AS OF DECEMBER 31, 2002
                            -----------------------

   (E)  New Accounting Pronouncements

   The Financial Accounting Standards Board has issued several new
   Statements of Financial Accounting Standards.  Statement No. 141,
   "Business Combinations" supersedes APB Opinion 16 and various
   related pronouncements.  Pursuant to the new guidance in Statement
   No. 141, all business combinations must be accounted for under the
   purchase method of accounting; the pooling-of-interests method is
   no longer permitted.  SFAS 141 also establishes new rules
   concerning the recognition of goodwill and other intangible assets
   arising in a purchase business combination and requires disclosure
   of more information concerning a business combination in the
   period in which it is completed.  This statement is generally
   effective for business combinations initiated on or after July 1,
   2001.

   Statement No. 142, "Goodwill and Other Intangible Assets"
   supercedes APB Opinion 17 and related interpretations.  Statement
   No. 142 establishes new rules on accounting for the acquisition of
   intangible assets not acquired in a business combination and the
   manner in which goodwill and all other intangibles should be
   accounted for subsequent to their initial recognition in a
   business combination accounted for under SFAS No. 141.  Under SFAS
   No. 142, intangible assets should be recorded at fair value.
   Intangible assets with finite useful lives should be amortized
   over such period and those with indefinite lives should not be
   amortized.  All intangible assets being amortized as well as those
   that are not, are both subject to review for potential impairment
   under SFAS No. 121, "Accounting for the Impairment of Long-Lived
   Assets and for Long-Lived Assets to be Disposed of".  SFAS No. 142
   also requires that goodwill arising in a business combination
   should not be amortized but is subject to impairment testing at
   the reporting unit level to which the goodwill was assigned to at
   the date of the business combination.

   SFAS No. 142 is effective for fiscal years beginning after
   December 15, 2001 and must be applied as of the beginning of such
   year to all goodwill and other intangible assets that have already
   been recorded in the balance sheet as of the first day in which
   SFAS No. 142 is initially applied, regardless of when such assets
   were acquired.  Goodwill acquired in a business combination whose
   acquisition date is on or after July 1, 2001, should not be
   amortized, but should be reviewed for impairment pursuant to SFAS
   No. 121, even though SFAS No. 142 has not yet been adopted.
   However, previously acquired goodwill should continue to be
   amortized until SFAS No. 142 is first adopted.

   Statement No. 143 "Accounting for Asset Retirement Obligations"
   establishes standards for the initial measurement and subsequent
   accounting for obligations associated with the sale, abandonment,
   or other type of disposal of long-lived tangible assets arising
   from the acquisition, construction, or development and/or normal
   operation of such assets.  SFAS No. 143 is effective for fiscal
   years beginning after June 15, 2002, with earlier application
   encouraged.

                                   7
<PAGE>
                       LUMINARY ACQUISITION CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                            AS OF DECEMBER 31, 2002
                            -----------------------

   In August 2001, the FASB issued SFAS 144, "Accounting for the
   Impairment or Disposal of Long-Lived Assets".  This statement
   addresses financial accounting and reporting for the impairment or
   disposal of long-lived assets and supercedes FASB Statement No.
   121, "Accounting for the Impairment of Long-Lived Assets and for
   Long-Lived Assets to be Disposed Of".  The provisions of the
   statement are effective for financial statements issued for the
   fiscal years beginning after December 15, 2001.

   In April 2002, the FASB issued SFAS 145, Rescission of FASB
   Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13,
   and Technical Corrections.  SFAS 145 rescinds the provisions of
   SFAS No. 4 that requires companies to classify certain gains and
   losses from debt extinguishments as extraordinary items,
   eliminates the provisions of SFAS No. 44 regarding transition to
   the Motor Carrier Act of 1980 and amends the provisions of SFAS
   No. 13 to require that certain lease modifications be treated as
   sale leaseback transactions.  The provisions of SFAS 145 related
   to classification of debt extinguishments are effective for fiscal
   years beginning after May 15, 2002.  Earlier application is
   encouraged.  The Company does not believe the adoption of this
   standard will have a material impact the financial statements.

   In July 2002, the FASB issued SFAS No. 146, "Accounting for
   Restructuring Costs."  SFAS 146 applies to costs associated with
   an exit activity (including restructuring) or with a disposal of
   long-lived assets.  Those activities can include eliminating or
   reducing product lines, terminating employees and contracts and
   relocating plant facilities or personnel.  Under SFAS 146, the
   Company will record a liability for a cost associated with an exit
   or disposal activity when that liability is incurred and can be
   measured at fair value.  SFAS 146 will require the Company to
   disclose information about its exit and disposal activities, the
   related costs, and changes in those costs in the notes to the
   interim and annual financial statements that include the period in
   which an exit activity is initiated and in any subsequent period
   until the activity is completed.  SFAS 146 is effective
   prospectively for exit or disposal activities initiated after
   December 31, 2002, with earlier adoption encouraged.  Under SFAS
   146, a company cannot restate its previously issued financial
   statements and the new statement grandfathers the accounting for
   liabilities that a company had previously recorded under Emerging
   Issues Task Force Issue 94-3.

   In December 2002, the Financial Accounting Standards Board issued
   Statement No. 148, "Accounting for Stock-Based Compensation-
   Transition and Disclosure - an amendment of FASB Statement No.
   123," ("SFAS 148").  SFAS 148 amends FASB Statement No. 123,
   "Accounting for Stock Based Compensation" ("SFAS 123") and
   provides alternative methods for accounting for a change by
   registrants to the fair value method of accounting for stock-based
   compensation.  Additionally, SFAS 148 amends the disclosure
   requirements of SFAS 123 to require disclosure in the significant
   accounting policy footnote of both annual and interim financial
   statements of the method of accounting for stock based-
   compensation and the related pro forma disclosures when the
   intrinsic value method continues to be used.  The statement is
   effective for fiscal years beginning after December 15, 2002, and
   disclosures are effective for the first fiscal quarter beginning
   after December 15, 2002.

                                   8
<PAGE>
                      LUMINARY ACQUISITION CORPORATION
                        (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 2002
                           -----------------------

   The adoption of these pronouncements will not have a material
   effect on the Company's financial position or results of
   operations.

NOTE 2   STOCKHOLDER'S EQUITY

   (A) Preferred Stock

   The Company is authorized to issue 20,000,000 shares of preferred
   stock at $.0001 par value, with such designations, voting and
   other rights and preferences as may be determined from time to
   time by the Board of Directors.

   (B) Common Stock

   The Company is authorized to issue 100,000,000 shares of common
   stock at $.0001 par value.  The Company issued 5,000,000 shares of
   its common stock to TPG Capital Corporation pursuant to Rule 506
   for an aggregate consideration of $500.

   (C) Additional Paid-In Capital

   Additional paid-in capital at December 31, 2002 represents the
   fair value of services contributed to the Company by its president
   and the amount of organization and professional costs incurred by
   TPG Capital on behalf of the Company (See Note 3).

NOTE 3   AGREEMENT

   On June 7, 1999, the Company signed an agreement with TPG Capital
   Corporation (TPG), a related entity (See Note 4).  The Agreement
   calls for TPG to provide the following services, without
   reimbursement from the Company, until the Company enters into a
   business combination as described in Note 1(A):

   1.  Preparation and filing of required documents with the
       Securities and Exchange Commission.
   2.  Location and review of potential target companies.
   3.  Payment of all corporate, organizational, and other costs
       incurred by the Company.

NOTE 4   RELATED PARTIES

   Legal counsel to the Company is a firm owned by a director of the
   Company who also owns a controlling interest in the outstanding
   stock of TPG Capital Corporation (See Note 3).

                                    9