SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549
                                     FORM 10-KSB/A 1


        Annual Report under Section 13 or 15(d) of the Securities Exchange Act
                 of 1934 for the fiscal year ended SEPTEMBER 30, 2002


                           Commission File Number 000-32875


                           ALLOY STEEL INTERNATIONAL, INC.
                    (Name of Small Business Issuer in its charter)


                 Delaware                                  98-0233941
       (State or other jurisdiction of                 (I.R.S. Employer
       incorporation or organization)                 Identification No.)

         42 Mercantile Way Malaga
      P.O. Box 3087 Malaga D C 6945
            Western Australia
  (Address of Principal Executive Offices)

Issuer's telephone number: 61 + (8) + 9248 3188

Securities registered under Section 12(b) of the Exchange Act:        None

Securities registered under Section 12(g) of the Exchange Act:    Common Stock,
                                                                 $0.01 Par Value


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

     Check  if  there  is no disclosure of delinquent filers in response to Item
     405  of  Regulation  S-B  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 the Form
     10-KSB  or  any  amendment  to  this  Form  10-KSB  [_]

     The  Issuer's  revenue  for  the  fiscal  year ended September 30, 2002 was
     $2,116,314.

     As  of  December  20,  2002, the issuer had a total of 16,950,000 shares of
     Common  Stock  outstanding.

     Transitional  Small  Business  Disclosure  Format  (check one):

                                 Yes [ ]       No [X]


<PAGE>
                                        PART I

ITEM 1. DESCRIPTION OF BUSINESS

     Alloy  Steel  International, Inc. was incorporated in Delaware in May 2000.
Our  principal executive office is located at 42 Mercantile Way Malaga, Malaga D
C  6945,  Western  Australia.  Our telephone number is 61 + (8) + 9248 3188. Our
Internet  address  is  www.alloysteel.net.

     OVERVIEW  OF  BUSINESS

     ARCOPLATE

     We  manufacture and distribute Arcoplate, a wear-resistant fused-alloy-clad
steel  wear  plate, through a patented production process. The Arcoplate process
enables  an alloy overlay to be smoothly and evenly applied to a sheet of steel,
creating  a metallurgical bond between the alloy and the steel that is resistant
to  wear  caused by impact, abrasion and erosion. We believe that, in the mining
and  mineral  processing industries, wear is the primary cause of down time, the
period of time when machinery is not in operation due to wear or malfunction. We
believe  that  our Arcoplate product line will substantially lower down time and
the  resulting  loss  of production for our customers. Alloy Steel International
was  incorporated  in  Delaware  in  May  2000.

     Although welded wear plates have been used in the manufacturing, mining and
construction  industries for more than half a century, they are characterized by
several  functional  limitations.  Conventional  welded  wear  plates  have:

     -    the  tendency  to  separate  into chips or fragments when subjected to
          high  impact;

     -    uneven  base  metal  dilution  resulting  in uneven alloy content; and

     -    rough  surfaces  resulting  in  poor  material  flow.

     We  believe  that  Arcoplate  has  properties that allow it to overcome the
limitations  of  conventional  wear plate. Based upon independent laboratory and
field  tests  we  believe  that Arcoplate is up to six times more wear-resistant
than  conventional  single or multiple layer wear plates due to a higher carbide
content  and  a  more  homogeneous  surface  layer.  In  addition,  based  upon
independent  laboratory  and  field  tests, we believe that Arcoplate wear plate
sheets  will  withstand rolling and pressing, within the fabrication guidelines,
into  various  shapes  for  commercial  distribution.

     Our  equipment  is presently operating at full capacity. We anticipate that
additional machinery to expand our capacity will be completed in February, 2003.
Upon completion of the additional equipment, we intend to increase our sales and
marketing  efforts.

     We  are  presently  marketing Arcoplate products to customers in the United
States,  South  America  and  Australia.  We  intend  to expand our marketing to
include  mining  companies,  original equipment manufacturers, cement plants and
dredging  companies  in  Australia,  as  well  as  in  Korea,  India, Indonesia,
Singapore,  South  Africa,  Japan  and  China.

     Unless  the  context  otherwise  requires, the description of our business,
includes  the  operations  of  our  predecessor,  the  Arcoplate Division of the
Collier  Unit  Trust  and  the  following:

     -    the  acquisition of a license for the worldwide rights to commercially
          exploit  the  Arcoplate  process,  with  the  exception  of the United
          States,  in  May  2000;

     -    the  acquisition  of  certain  plant  equipment assets of Collier Unit
          Trust  in  October  2000;  and

     -    the  acquisition  of  the  3-D Pipe Fitting Cladder Process in October
          2000.

     The  Arcoplate  Division of Collier Unit Trust commenced operations in 1990
and  is  an  entity  controlled  by  Gene Kostecki, our chief executive officer,
director  and  principal  stockholder. Our initial prototype equipment commenced
producing  Arcoplate  for sale to customers in 1991. Arcoplate Holdings (UK) PLC
holds  the United States rights to the Arcoplate process through Arcoplate, Inc.
Arcoplate Holdings (UK) PLC received these rights from Kenside Investments Ltd.,
an  entity controlled by Mr. Kostecki, our chief executive officer, director and
principal stockholder. Presently, such rights are not being exploited. Arcoplate
Holdings  (UK) PLC is an affiliate of Mr. Kostecki, our chief executive officer,
director and principal stockholder and Mr. Winduss, our chief financial officer,
principal  stockholder  and  a  director.  Arcoplate  Holdings  (UK)  PLC  is in
violation  of  this license and Kenside Investments Ltd. has attempted to revoke
the license. Certain directors of Arcoplate Holdings (UK) PLC are disputing this
revocation.  Until  this matter is resolved, neither Arcoplate Holdings (UK) PLC
nor  Kenside  Investments  Ltd. are in a position to grant to us a U.S. license.
Once  this matter is resolved, we will attempt to negotiate a U.S. license in an
arms-length  transaction.


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<PAGE>
     3-D PIPE FITTING CLADDER PROCESS

     We  intend  to commercially utilize the 3-D Pipe Fitting Cladder process, a
computer-driven and software-based mechanical system for industrial use. The 3-D
Pipe Fitting Cladder process enables wear resistant alloy coatings to be applied
to  pipe  fittings,  where  wear  is most likely to occur. In pipefittings, wear
generally  occurs  in  pipe bends, elbow pipe joints, pipe "T" sections and pipe
"Y"  sections.  Through  the  3-D  Pipe  Fitting Cladder process, we apply alloy
coatings  to  the  interior surfaces of pipefittings. We believe that the mining
and  mineral  industries,  among others, would benefit from the reduced abrasive
wear  and  downtime  associated  with  the  use  of the 3-D Pipe-Fitting Cladder
process.

     THE WEAR PLATE SOLUTIONS INDUSTRY

     We  believe  that  wear  in  the  operating workplace is the largest factor
leading  to  production  losses  in  the  mining,  mineral-processing, and steel
manufacturing industries and, consequently, wear plate solutions are an integral
resource  for  businesses with wear-related concerns. The wearing of metal parts
is  generally defined as a gradual decay or breakdown of the metal. A metal part
is  usually  worn by combinations of two or more types of wear. Because the wear
of  equipment  may  have  multiple  causes,  the  selection  of alloy wear plate
solutions  can  be  a  relatively complex process. There are five major types of
wear:  abrasive  wear,  sliding  wear,  erosion,  fretting  and  gouging.

     In  order  to  minimize  the effects of wear, businesses have traditionally
employed  such  wear-combating  materials  as  rubber compounds, ceramics, alloy
castings,  welded  overlay  wear  plate,  and quenched and tempered carbon steel
plate.  We believe that each of these materials offers a limited solution to the
problem  of wear, and that conventional welded overlay wear plate has a tendency
to  spall  (separate)  under  high  impact conditions. While tungsten carbide is
generally  recognized  by the mining, mineral-processing and steel manufacturing
industries  as the most wear-resistant material available for industrial use due
to  its high carbide content, we believe that the costs associated with tungsten
carbide  are too high to be a practical wear plate solution for most businesses.
We believe that the Arcoplate process provides businesses with solutions to most
wear-related problems at a cost competitive with traditional welded overlay wear
plate,  and  substantially  lower than tungsten carbide. In addition, we believe
that the 3-D Pipe Fitting Cladder process will provide businesses with solutions
for  the  problem  of  wear  and down time in pipe fitting systems, reducing the
costs associated with lost production and the replacement of worn pipe fittings.

     OUR STRATEGY

     Our objective is to become an international market leader in wear-resistant
alloy  steel  products  and  to  establish  significant  market  share and brand
awareness  for  Arcoplate  and  the  3-D Pipe Fitting Cladder process within the
mining,  mineral-processing  and  steel  industries. We intend to accomplish our
objectives  by  first  establishing  a  market  presence  in Australia, and then
developing  an  international market presence, focusing on India, South America,
Brazil,  Indonesia,  the  United  States,  and  Canada.  We  believe that we can
capitalize  on our existing patented process for producing Arcoplate through the
direct  manufacture  and  sale of Arcoplate-based products to original equipment
manufacturers  and  distributors  worldwide.  At  the  local level, we intend to
combine  targeted  marketing  with advertising in trade journals, newspapers and
magazines. At the international level, we intend to establish market presence by
visiting  international  trade  shows,  presenting  technical papers at industry
conferences,  and  appointing  distributors who will be supplied with samples of
Arcoplate  and  who  will be trained to present Arcoplate products as a solution
for  wear-related  problems.

     PRODUCTS AND APPLICATIONS

     CHARACTERISTICS OF ARCOPLATE

     Many  of  our  claims  with  respect  to  the  physical  characteristics of
Arcoplate  have  been subjected to studies and testing, performed by independent
laboratories,  universities and other testing facilities, of Arcoplate's various
properties  such  as  bond  strength,  specific  hardness,  density,  hardness,
resonance  and  wear  resistance.

     Based  upon  independent  laboratory  and  field  tests,  we  believe  that
Arcoplate  is  adaptable  to  a  wide range of industrial applications, and that
Arcoplate significantly reduces wear in any application where abrasive materials
come  into  contact  with  steel  surfaces.

     Arcoplate  is designed for installation and use where the wear of parts and
machinery  frequently  occurs,  including:

     -    the mining of iron, gold, nickel, copper and other ores;


                                        3
<PAGE>
     -    brick  and  cement  works  and  power  stations;

     -    the  manufacture  of  ore feed bins, transfer chutes, dredging systems
          and  conveyor  side  skirts;

     -    bulldozer  arms  and  blades;  and

     -    truck  box  liners  and  bucket  loader  liners.

     Our  product  lines  include  a range of standard alloy overlay plates. Our
products  are  designed  for  ease of handling and can be fabricated to suit our
customers' equipment and needs regarding shape, size, weight, and other factors.
Sheets of Arcoplate can be welded together to cover large surface areas, and can
be  cut  into  a range of shapes, while still maintaining resistance to wear. We
also  provide consultation services to customers and their design engineers with
particular  wear-related  problems,  and  we can formulate Arcoplate to meet the
specific  requirements  of  our  customers.

     Based  upon  independent  laboratory  and  field tests, we believe that our
proprietary method of manufacturing Arcoplate results in a product that has many
technical  advantages over conventional weld clad plates. Conventional weld clad
plates  are  generally  characterized  by structural weaknesses and limited wear
resistance  resulting from inefficient production methods. In order to achieve a
wear-resistant flat surface, conventional wear plates must be rolled and pressed
after  its  layers  of  hardfacing  have  been  welded together. Post production
rolling  and  pressing  can  result  in a weakened surface structure that cannot
withstand  high  impact  conditions. The Arcoplate process does not require post
production  rolling  and  pressing.  During  the Arcoplate process, the plate is
coated  with  the  desired  alloy  thickness  in one application, resulting in a
uniform  and, therefore, structurally sound, surface. The Arcoplate process also
ensures that the overlay has a uniform and high carbide content, which makes the
plate  more  resistant  to wear than a traditional welded wear plate. The higher
content  of  carbide  in  Arcoplate  greatly  increases  its  wear  resistance.

     CHARACTERISTICS OF THE 3-D PIPE FITTING CLADDER PROCESS

     We  believe that the 3-D Pipe Fitting Cladder process overcomes many of the
problems associated with pipe fitting wear. Pipefittings are extensively used in
the  dredging,  mineral  processing,  coal-fired  power  generation,  cement
manufacturing,  and  oil  refinery  industries,  where  materials are frequently
transported  in  enclosed  pipe.  Due  to their angled and/or curved structures,
pipefittings generally have higher wear resulting in a much shorter working life
than  ordinary  straight  pipe,  because  material  flow does not flow uniformly
through  pipe  fittings.  In  order  to  increase  the  wear-resistance  of  the
pipefittings,  the 3-D Pipe Fitting Cladder process deposits a profiled layer of
wear-resistant  alloy  on  to  wear-susceptible  interior  surfaces.

     We  believe  that  the  wear  of pipefittings in industrial pipe results in
substantial  production  losses  due  to  down  time  and  cost expenditures for
replacement parts. By uniformly applying alloy coatings to the interior surfaces
of  pipe fittings with the 3-D Pipe Fitting Cladder process, we believe that the
need for replacement parts, abrasive wear and down time will be greatly reduced.
We  believe  that  the  3-D  Pipe  Fitting  Cladder process enables a variety of
different  alloys  to  coat  the  interior surfaces of pipefittings, and it will
therefore  be  adaptable  for  use  in  many  different  industrial  settings.

     INDEPENDENT LABORATORY AND FIELD TESTS

     We  base  our  beliefs  regarding  Arcoplate's  high wear-resistance on our
observations  of  Arcoplate's  performance in industrial use, our correspondence
with  mining and mineral processing businesses that have used Arcoplate, and the
results  of  independent  laboratory  and  field  tests.

     A  study  conducted  by  the Central Power Research Institute of Bangalore,
India,  in  1997,  concluded that Arcoplate has 13.6 times less erosion loss and
65.0  times  less  abrasion  than  mild  steel. The study further concluded that
Arcoplate  offers  wear-resistance  against  low  stress abrasion at a factor of
6.5:1  or  greater  over  several  times  of multiple layer wear plates. A study
conducted by Metlabs (a division of AUST-AMET Pty. Ltd.) of Welshpool, Australia
in  November  1997  reported  that  "[t]he  abrasion  and  wear  resistance  of
[Arcoplate]  would  be  expected  to  be  good  due  to  the  consistency of the
microstructure  and high hardness values and the underlying steel structures." A
trial  of  Arcoplate  conducted  by  the  Hamersley  Iron  Paraburdoo  iron  ore
processing plant, in October 1992 in Western Australia, concluded that Arcoplate
was  eight  times  more  wear  resistant  than  its  multiple  layer  wear plate
counterpart.


                                        4
<PAGE>
     SALES AND MARKETING

     To  date,  most of our orders have been the result of unsolicited inquiries
from  prospective  customers  who  have  learned  of our Arcoplate products on a
word-of-mouth basis in their respective industries. For the year ended September
30,  2002,  13  customers  accounted  for  90% of sales. Sales to such customers
ranged  from  1%  of  sales  to  25%  of  sales.

     We intend to achieve market penetration in selected major markets through a
multi-step  process  consisting  of:

     -    presentation  of  technical  papers  at  industry  related  seminars;

     -    initial  discussions of the application highlighting the advantages of
          Arcoplate;

     -    initial  discussions of the application highlighting the advantages of
          the  3-D  Pipe  Fitting  Cladder  process;

     -    an engineering and marketing evaluation by the prospective customer of
          sample  material  and  demonstration  products;  and

     -    licensing a production program where appropriate expenditures are made
          on  tooling, equipment and quality control necessary to fulfill market
          requirements.

     We  anticipate  incurring  increased  expenditures  in  connection with our
marketing  activities.  Our  marketing  activities  are also expected to include
substantial  applications  engineering  support  to assist in the development of
products for specific customers and markets, evaluation of Arcoplate and the 3-D
Pipe  Fitting  Cladder  by  institutions  that  specialize  in technology and/or
markets  of  this  type,  development  of  appropriate  sales  materials such as
specification  sheets and corporate brochures, and promotion through appearances
at  selected  trade  shows  and  selective advertising in journals and the trade
press.

     In  order  to  develop  our  Australian and international customer base, we
intend  to  contact  many  major  mining  and  mineral  processing  companies to
determine  their  current  methods  for minimizing down time due to wear-related
problems.  We  intend  to  establish  initial  contact  with  these companies by
telephone, followed by a targeted mailing containing a letter with brochures and
case  histories provided to us by current customers. After prospective customers
have had the opportunity to review the contents of our targeted mailing, we will
attempt  to  set  up a meeting with key employees of the prospective customer in
order  to  review  their  operations,  materials,  wear-related  problems,  and
frequency of shut-downs so that we may then suggest specific Arcoplate products,
3-D Pipe Fitting Cladder procedures and other solutions to reduce down time. For
original  equipment manufacturers, we will attempt to review existing operations
in  order  to  determine  how  our  products  may  assist in enhancing equipment
performance.  We  intend  to  hold seminars in our offices, or at our customers'
places  of  business,  with operations managers, maintenance superintendents and
maintenance  schedulers, individuals who are directly responsible for production
and  machinery  performance.

     In  addition,  we  intend  to  market  our Arcoplate products to consultant
engineering  companies  so  that  they  may  ultimately  incorporate  Arcoplate
materials  into  their  equipment designs. We will offer the services of our own
engineering  department  to  assist consultant engineers with design planning in
order  to  maximize  material  flow,  and  to  minimize  wear  and  down  time.

     ACQUISITION  OF  TECHNOLOGY

     In  May  2000  we  acquired  an exclusive license from Kenside Investments,
Ltd.,  for  a  25  year  term,  to  develop and market the proprietary Arcoplate
process,  and  to  commercially  exploit the patent rights and technology rights
related  to  the  Arcoplate  process worldwide, with the exception of the United
States  in  exchange for 4,760,000 shares of our common stock. The patent rights
include  those  rights  encompassed by a U.S. patent and a Canadian patent which
were  initially  assigned  to  investors George W. Browne and Gene Kostecki, our
chief executive officer. The rights to the patents, and the underlying Arcoplate
process  technology,  were  ultimately  transferred to Kenside Investments, Ltd.
Pursuant  to  the license from Kenside Investments, we have the option to extend
the  license  for three terms of 10 years each. The license provides for royalty
payments to Kenside Investments, Ltd., in an amount equal to 2% of our net sales
of  Arcoplate products. Gene Kostecki, our chief executive officer, director and
principal  stockholder,  controls  Kenside  Investments,  Ltd.

     In  October  2000,  we  acquired,  from Gene Kostecki and Alan Winduss, the
right  to  utilize and commercially exploit the 3-D Pipe Fitting Cladder process
in  exchange  for  an  aggregate of 3,413,750 shares of common stock. In October
2000,  we  acquired  from  Collier Unit Trust, certain mill and office equipment
assets  relating  to  the  manufacture,  sale  and


                                        5
<PAGE>
distribution  of  Arcoplate in exchange for 1,250,000 shares of common stock. In
October  2000,  we  acquired,  from  Collier Unit Trust, certain plant machinery
relating  to  the manufacture, sale and distribution of Arcoplate for a purchase
price  of  $880,891.  Mr.  Kostecki  controls  Collier  Unit  Trust.

     INTELLECTUAL  PROPERTY

     We  believe  that  protection  of  our  licensed proprietary technology and
know-how  is  critical  to  the  development  of  our business. We have obtained
patents  for  process  in  United  States, Mexico, Brazil, Canada, Japan, Burma,
South  Korea, Australia, France, Germany, Great Britain, Greece, Italy, Belgium,
Netherlands  and Sweden. We do not have intellectual property protection for the
3-D  Pipe Fitting Cladder process. We cannot assure you that our existing patent
rights,  or  any  other  patent  rights  that  may be granted, will be valid and
enforceable or provide us with meaningful protection from competitors. We cannot
assure  you  that  any pending patent application will issue as a patent or that
any  claim  thereof will provide protection against infringement. If our present
or  future  patent rights are ineffective in protecting us against infringement,
our  marketing  efforts  and  future  revenues could be materially and adversely
affected.  In  addition, if a competitor were to infringe our patent rights, the
costs  of  enforcing  our  patent rights may be substantial or even prohibitive.

     RESEARCH  AND  DEVELOPMENT

     We  are  engaged in the development of new products and improvements to our
existing  products  and  we  intend  to maintain laboratory facilities for these
purposes  as  well  as  a  network  of outside independent test laboratories and
specialty subcontractors. Our past research and development efforts were focused
on Arcoplate's wear resistance, as compared with the wear plate solutions of our
competitors.  For the year ended September 30, 2002, we incurred no research and
development  expenses.  In  the  future, we intend to allocate one-half of 1% of
sales  to  research  and development expenditures. We expect that our techniques
will  continue to be developed and refined through empirical tests and prototype
development. We expect that we will devote substantial resources to research and
development  efforts.

     MANUFACTURING  AND  SUPPLY

     The  raw  materials we employ are principally steel and a proprietary alloy
compound.  We  presently  purchase  steel  from and alloy materials from various
suppliers. Two of our suppliers, Cometals and Di Candilo Steel City, account for
more than 10% of the raw material we require. They supply our Company with Ferro
Chrome and mild steel plates. We also rely heavily on the use of fluxes, devices
designed to remove impurities, during the manufacturing process. We purchase our
requirements  for  fluxes  from  various suppliers, we cannot assure you that we
will be able to continue to obtain desired quantities of steel, alloy and fluxes
on  a  timely  basis at prices and terms deemed reasonable by us. We monitor the
quality  of  our  products  by frequent tests and material certification, and we
intend  to  maintain  a  strict  internal  quality control system to monitor the
quality  of  production  at  our  facility.

     GOVERNMENT  REGULATION

     Our  Arcoplate  manufacturing plant is subject to many laws and regulations
relating to the protection of the environment. These laws and regulations impose
requirements  concerning,  among  other  matters,  the  treatment,  acceptance,
identification,  storage,  handling,  transportation  and disposal of industrial
by-products,  hazardous  and  solid waste materials, waste water, air emissions,
noise  emissions,  soil  contamination,  electromagnetic  radiation, surface and
groundwater  pollution,  employee health and safety, operating permit standards,
monitoring  and  spill  containment  requirements,  zoning,  and  land  use.  We
frequently  examine ways to minimize any impact on the environment and to effect
cost  savings relating to environmental compliance. Our management believes that
we  are  in  material compliance with all applicable environmental laws and that
our  products  and  processes do not present any unusual environmental concerns.
Our  management further believes that the cost of compliance with all applicable
environmental  laws  is  approximately  $5,000  per  year.

     Our  operations  are  also  governed  by  laws  and regulations relating to
workplace  safety  and  health,  principally  under  the Australian Occupational
Safety  and  Health Act -- 1984 (WA), which, among other requirements, establish
employee  training,  supervision  and  general  safety standards. Our management
believes that we are in material compliance with all applicable workplace safety
and  health  laws and that our products and processes do not present any unusual
safety  concerns.

     We  require,  and  must  comply  with,  various authorizations, permits and
licenses  to conduct our operations. Government agencies continually monitor our
compliance  with  authorization,  permits  and  licenses  and our facilities are
subject  to  periodic  unannounced  inspection  by  local,  state  and  federal
authorities.  Violations of any permit or license, if not remedied, could result
in  our  incurring  substantial  fines,  or  suspension  of  our  operations.


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<PAGE>
     COMPETITION

     The  wear plate solutions industry is highly competitive. We compete in our
chosen markets against several larger multi-national companies, all of which are
well-established  in  those markets and have substantially greater financial and
other resources than we do. Competitive market conditions could adversely affect
our results of operations if we were required to reduce product prices to remain
competitive  or  if  we are unable to achieve significant sales of our products.
Wear-resistant  alloy  steel  plates  are  manufactured by numerous corporations
worldwide.  In  the United States and Canada, major manufacturers of wear plates
include  Triton, Inc. and Trimay, Ltd. In Australia, major manufacturers of wear
plates  include  Australian  National  Industries, Ltd. and Australian Overseas,
Ltd.  Other  major  manufacturers  in the European Union and Asia include Vautid
(Gmd.)  and  Duraweld.

     EMPLOYEES

     We  employed 11 persons on a full-time basis and 6 contract employees as of
December  20,  2002,  including  two  executive officers, and nine manufacturing
personnel.  None  of our employees is a member of a labor union. We consider our
relationship  with  our employees to be good. We anticipate hiring approximately
four additional manufacturing employees, and one additional research and product
development  employee  in  the  next  twelve  months.

ITEM 2. DESCRIPTION OF PROPERTY

     We  lease  our  facility in Perth, Australia, at a monthly rental of $7,083
per  month. The lease expires in June 2005. Of the total 26,000 square foot area
of  the  facility,  approximately  4,000 square feet will be utilized for office
space  and  approximately  22,000 square feet will be utilized for manufacturing
operations  dedicated  to  Arcoplate  manufacturing,  secondary  processes  and
warehousing.  The  facility  is  designed for expansion of capacity to match our
anticipated  needs.  We  believe  that  the replacement value of the facility is
presently  adequately  covered  by  insurance.

ITEM 3. LEGAL PROCEEDINGS

     There  are no material legal proceedings pending or, to our best knowledge,
threatened  against  us.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No  matters  were  submitted  to  a  vote  of  security-holders through the
solicitation of proxies or otherwise during the three months ended September 30,
2002.


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<PAGE>
                              FORWARD-LOOKING STATEMENTS

     Information  included  or  incorporated  by  reference  in  this filing may
contain  forward-looking  statements  within  the  meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. This information may involve
known  and  unknown  risks,  uncertainties and other factors which may cause our
actual  results, performance or achievements to be materially different from the
future  results,  performance  or  achievements  expressed  or  implied  by  any
forward-looking  statements.  Forward-looking  statements,  which  involve
assumptions  and  describe  our  future  plans, strategies and expectations, are
generally  identifiable  by  use of the words "may," "will," "should," "expect,"
"anticipate,"  "estimate,"  "believe,"  "intend" or "project" or the negative of
these  words  or  other  variations  on  these  words or comparable terminology.

     This  filing  contains  forward-looking  statements,  including  statements
regarding,  among  other  things,  (a)  Alloy  Steel's  projected  sales  and
profitability,  (b)  Alloy  Steel's growth strategies, (c) anticipated trends in
Alloy  Steel's  industry, (d) Alloy Steel's future financing plans and (e) Alloy
Steel's  anticipated  needs  for  working capital. These statements may be found
under "Management's Plan of Operation" and "Business," as well as in this filing
generally.  Actual  events or results may differ materially from those discussed
in  forward-looking statements as a result of various factors. In light of these
risks  and  uncertainties,  there  can  be no assurance that the forward-looking
statements  contained  in  this  filing  will  in fact occur. In addition to the
information  expressly  required to be included in this filing, Alloy Steel will
provide  such  further material information, if any, as may be necessary to make
the  required  statements,  in  light  of the circumstances under which they are
made,  not  misleading.


                                        8
<PAGE>
                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

     Alloy Steel's common stock has been quoted on the Over-the-Counter Bulletin
Board maintained by National Association of Securities Dealers since August 2001
until  October  2002. Since that date the Company's stock has been traded on the
pink  sheets.  Since August 28, 2001, Alloy Steel's common stock has been quoted
under  the  symbol  "AYSI."

     The following table sets forth the range of high and low bid quotations for
each  calendar  quarter  for  Alloy  Steel's  common stock since its stock began
trading  on  August  28,2001.

                                               Bid Price Per Share
                                           ---------------------------
                                               High            Low
                                           -------------  ------------

     August 28, 2001 - September 30, 2001  $        2.50  $       1.00

     October 1, 2001 - December 31, 2001   $        3.50  $       1.02

     January 1, 2002 - March 31, 2002      $        1.01  $       0.05

     April 1, 2002 - June 30, 2002         $        0.30  $       0.07

     July 1, 2002 - September 30, 2002     $        0.20  $       0.10


     The  above prices were obtained from Nasdaq, Inc.  The quotations represent
inter-dealer quotations, without retail mark-up, markdown or commission, and may
not  necessarily  represent  actual  transactions.

     As of December 20, 2002, Alloy Steel's believes there were approximately 34
holders  of  record  of  Alloy  Steel's  common  stock.

     The  Directors  may  from  time  to  time declare, and Alloy Steel may pay,
dividends  on  its  outstanding  shares  in  the  manner  and upon the terms and
conditions  provided by law. To date, no dividends have been declared or paid by
Alloy  Steel.

     EQUITY  COMPENSATION  PLANS

<TABLE>
<CAPTION>
                                 EQUITY COMPENSATION PLAN INFORMATION TABLE

------------------------------------------------------------------------------------------------------
                                 (a)                       (b)                       (c)
------------------------------------------------------------------------------------------------------
<S>                     <C>                          <C>                    <C>
Plan Category           Number of securities to be   Weighted-average       Number of securities
                        issued upon exercise of      exercise price of      remaining available for
                        outstanding options,         outstanding options,   future issuance under
                        warrants and rights          warrants and rights    equity compensation plans
                                                                            (excluding securities
                                                                            reflected in column (a))
------------------------------------------------------------------------------------------------------
Equity compensation
plans approved by                None                         None                  2,000,000
security holders (1)
------------------------------------------------------------------------------------------------------
Equity compensation
plans not approved by            ----                         ----                     ----
security holders
------------------------------------------------------------------------------------------------------

Total                            None                         None                  2,000,000

------------------------------------------------------------------------------------------------------
<FN>
(1)  Includes  the  Company's  2000  Stock  Plan.
</TABLE>


                                        9
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     You  should  read  the  following  discussion and analysis of our financial
condition  and  results  of  operations  in  conjunction  with  our  financial
statements,  the  notes  to  our  financial  statements  and the other financial
information  contained  elsewhere  in  this  filing.

     OVERVIEW

     We  manufacture and distribute Arcoplate, a wear-resistant fused-alloy-clad
steel  plate,  which  is  manufactured  by  a  patented  production process. The
Arcoplate  process enables an alloy overlay to be evenly applied to a mild steel
backing, creating a metallurgical bond between the alloy and the mild steel that
is  resistant  to  wear  caused by impact, abrasion and erosion. We believe that
wear is the primary cause of down time and lost production in mining and mineral
processing,  and  that  our  Arcoplate product line will substantially lower the
down  time  and  lost  production  for  our  customers.

     We  are  also  developing,  for  manufacture and distribution, the 3-D Pipe
Fitting  Cladder process, a computer-driven and software-based mechanical system
for  industrial use. The 3-D Pipe Fitting Cladder process enables wear resistant
alloy  coatings  to  be  applied  to  pipefittings, where wear is most likely to
occur.  In pipefittings, wear generally occurs in pipe bends, elbow pipe joints,
pipe  "T"  sections  and pipe "Y" sections. Through the 3-D Pipe Fitting Cladder
process,  we  apply  alloy coatings to the interior surfaces of pipefittings. We
believe that the mining and mineral industries, among others, would benefit from
the  reduced  abrasive  wear  and  downtime  associated  with the use of the 3-D
Pipe-Fitting  Cladder  process.

     PLAN  OF  OPERATION

     Our  objective  during  the  next  12  months  is to expand our capacity to
produce  Arcoplate.  We  believe  that additional machinery to produce Arcoplate
will  be  operational by February 2003. The additional machinery will supplement
our prototype machinery which we have utilized to generate our sales. We believe
that  with  the  addition  of new equipment we will have the capacity to produce
Arcoplate  which will have a resale value of $7,500,000-$10,000,000. However, we
cannot  assure you that we will achieve such capacity or generate such sales. We
will also attempt to further increase the capacity of our facility. In addition,
we  intend  to build the machinery for the 3-D Pipe Fitting Cladder Process, the
cost  of which is approximately $500,000. We intend to seek additional financing
for these capital expenditures, but we cannot assure you that we will be able to
obtain  such  financing.  In  the  event  that  we  are  not able to obtain such
additional  financing,  we  will  attempt  to  finance  such expenditures out of
operations  or  we  will  attempt  to  continue  operations without such capital
expenditures.

     We  intend  to  achieve  market  penetration  through  a multi-step process
consisting  of:

     -    presentation  of  technical  papers  at  industry  related  seminars;

     -    initial  discussions of the application highlighting the advantages of
          Arcoplate;

     -    an engineering and marketing evaluation by the prospective customer of
          sample  material  and  demonstration  products;  and

     -    licensing a production program where approximate expenditures are made
          on  tooling, equipment and quality control necessary to fulfill market
          requirements.

     We  also  intend  to  continue our research and development activities with
respect  to  our products. We intend to allocate approximately one-half of 1% of
sales  to  research  and  development  activities.

     RESULTS  OF  OPERATIONS

     SALES

     Alloy  Steel had sales of $2,116,314 for the year ended September 30, 2002,
compared  to  sales  of  $2,862,228 for the year ended September 30, 2001. These
sales  consist primarily of the sale of our Arcoplate product. Substantially all
of  our  sales  during the periods were denominated in Australian dollars. Sales
were converted into U.S. dollars at the conversion rate of $0.54314 representing
the  average  foreign exchange rate for the year ended September 30, 2002. Sales
have  decreased  compared  with the year ended September 2001 primarily due to a
discount  structure  negotiated  with  appointed  distributors.


                                       10
<PAGE>
     COSTS  OF  SALES

     Alloy  Steel  had  cost of sales of $1,184,491 for the year ended September
30,  2002,  compared to cost of sales of $1,235,181 for the year ended September
30,  2001.  The gross profit amounted to $931,823 compared to $1,627,047 for the
year ended September 30, 2001. The gross profit percentage decreased from 57% to
44%  as  a  result  of  the discount structure previously referred to as well as
fixed  costs  representing  a  larger  proportion  of  cost  of  sales.

     SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES

     Alloy  Steel had selling, general and administrative expenses of $1,128,238
for  the year ended September 30, 2002, compared to $1,524,457 in the year ended
September  30, 2001. The decrease was primarily due to a reduction of consulting
and  professional  fees  in  the  year  ended  September  30,  2002.

     INCOME  BEFORE  TAXES

     Alloy  Steel's  loss before taxes was $795,280 for the year ended September
30, 2002, compared to a profit of $103,733 for the year ended September 30, 2001
The  increase  in  the  loss for the year ended September 30, 2002 is due to the
write  off  of  costs  incurred  in  connection  with the issue of shares to the
facilitators  of  an  equity  line of credit arrangement that was not finalized.
These  costs  were  previously charged against capital in excess of par value in
the  year  ended  September  30,  2001.

     INCOME  TAXES

     Alloy  Steel  had  income  taxes of $3,467 for the year ended September 30,
2002 compared to $247,072 for the year ended September 30, 2001. This income tax
expense  related  to  taxes  payable  in  Australia.

     NET  LOSS

     Alloy Steel had net loss of $798,747 or $0.05 per share, for the year ended
September  30,  2002,  compared to a net loss of $143,339 or $0.01 per share for
the  year  ended  September  30,  2001.

     LIQUIDITY

     For the year ended September 30, 2002, the total cash provided by operating
activities was $274,327, consisting of an increase in accounts payable and other
current  liabilities of $215,751 and a decrease in inventories of $119,683 and a
decrease  in income tax payable $81,641 and a decrease of accounts receivable of
$78,234.

     As  of  the year ended September 30, 2002, we had a working capital deficit
of  $233,377.

     We  anticipate  that  the  funding  of  our working capital needs will come
primarily  from  the  cash generated from our operations. To the extent that the
cash  generated  from our operations is insufficient to meet our working capital
needs  or  the  purchase  of  machinery or equipment, then we will need to raise
capital  from  the  sale of securities in private offerings or loans. We have no
commitments  for  capital.  The  sale  of  additional equity or convertible debt
securities  could  result  in  dilution  to  our  stockholders.  There can be no
assurance  that financing will be available in amounts or on terms acceptable to
us,  if  at  all.

     We  anticipate  that  the  machinery  to  expand  our  capacity  to produce
Arcoplate  will  be  completed  in  February  2003  and  will cost approximately
$175,000.  In  addition,  we anticipate that the cost of the machinery necessary
for  the  3-D  Pipe Fitting Cladder process will be approximately $500,000. This
machine  is  expected  to be in operation by December 2003. The 3-D Pipe Fitting
Cladder  machinery  includes  a computer driven software mechanical system which
has  been designed to overlay with super alloys wear resistant coating into pipe
fittings.  We  have no material commitments for the additional financing for the
addition  of  the  machinery  to expand our capacity to produce Arcoplate or the
machinery  for  the  3-D  Pipe  Fitting  Cladder  process.

     In May 2000, we acquired an exclusive worldwide license, with the exception
of  the  United  States,  from Kenside Investments, Ltd., for a 25-year term, in
connection  with  certain  patent and technology rights related to the Arcoplate
process,  in  exchange  for  4,760,000  shares  of our common stock. The license
provides  for  royalty payments to Kenside Investments, Ltd., in an amount equal
to  2%  of  our  net  sales  of Arcoplate products. Our Chief Executive Officer,
director  and principal shareholder, Gene Kostecki controls Kenside Investments,
Ltd.


                                       11
<PAGE>
     In  June 2000, we completed the sale of 2,217,500 shares of common stock at
a  price  of  $0.16 and $0.25 per share in a private financing transaction to 18
accredited investors resulting in gross proceeds of $420,000. In August 2000, we
completed  the  sale  of  1,718,750  shares  of  common stock to nine accredited
investors  at  a  price  of  $0.16  per share in a private financing transaction
resulting  in gross proceeds of $275,000. The net proceeds of the offerings were
utilized  for  construction of equipment in the amount of approximately $555,000
and  the  balance  of the funds were utilized in connection with working capital
and  registration  expenses.

     In  October  2000,  we  acquired,  from Gene Kostecki and Alan Winduss, the
right  to  utilize and commercially exploit the 3-D Pipe Fitting Cladder process
in  exchange  for  an  aggregate of 3,413,750 shares of common stock. In October
2000,  we  acquired  from  Collier Unit Trust, certain mill and office equipment
assets  relating  to  the  manufacture,  sale  and  distribution of Arcoplate in
exchange  for  1,250,000  shares  of common stock. In October 2000, we acquired,
from  Collier  Unit  Trust, certain plant machinery relating to the manufacture,
sale  and  distribution  of  Arcoplate  for  a  purchase  price of $880,891. Mr.
Kostecki  controls  Collier  Unit  Trust.

     In  October  2000 we entered into five-year employment agreements with Gene
Kostecki,  our president and chief executive officer and Alan Winduss, our chief
financial  officer,  which  provide for annual salaries of $150,000 and $80,000,
respectively.

     SIGNIFICANT CHANGES IN NUMBERS OF EMPLOYEES

     We anticipate hiring approximately four additional manufacturing employees,
one additional  research and product development employee in the next 12 months.

     PURCHASE OR SALE OF PLANT AND SIGNIFICANT EQUIPMENT

     We  anticipate  that  the  machinery  to  expand  our  capacity  to produce
Arcoplate  will  be  completed  in  February,  2003  and will cost approximately
$175,000.  In  addition,  we anticipate that the cost of the machinery necessary
for  the  3-D  Pipe Fitting Cladder process will be approximately $500,000. This
machine  is  expected  to be in operation by December 2003. The 3-D Pipe Fitting
Cladder  machinery  includes  a computer driven software mechanical system which
has  been designed to overlay with super alloys wear resistant coating into pipe
fittings.  We  have no material commitments for the additional financing for the
addition  of  the  machinery  to expand our capacity to produce Arcoplate or the
machinery  for  the  3-D  Pipe  Fitting  Cladder  process.

     EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS

     In  July  2001, the Financial Accounting Standards Board (FASB) issued SFAS
No.'s 141 and 142, "Business Combinations" and "Goodwill and Other Intangibles".
SFAS No. 141 requires all business combinations initiated after June 30, 2001 to
be  accounted  for using the purchase method. Under SFAS No. 142, goodwill is no
longer  subject to amortization over its estimated useful life. Rather, goodwill
is  subjected  to  at  least  an  annual  assessment  for  impairment applying a
fair-market  value based test. Additionally, an acquired intangible asset should
be  separately  recognized  if  the  benefit of the intangible asset is obtained
through  contractual  or  other  legal rights, or if the intangible asset can be
sold,  transferred, licensed, rented, or exchanged, regardless of the acquirer's
intent  to  do  so.  SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived  Assets"  ("SFAS  144"),  addresses  the  impairment for all tangible
assets.  In  July  2002,  the  FASB  issued  SFAS  No. 146 "Accounting For Costs
Associated  With  Exit  or  Disposal  Activities "SFAS No. 146", which addresses
financial  accounting  and  reporting for costs associated with exit or disposal
activities and nullifies EITF Issue No. 94-3, "Liability Recognition for Certain
Employee  Termination  Benefits  and  Other Costs to Exit an Activity (including
Certain  Costs  Incurred  I a Restructuring)." SFAS 146 is effective for exit or
disposal  activities  that  are  initiated after December 31, 2002, with earlier
application  encouraged.  In  December  2002,  the  FASB  issued  SFAS  No. 148,
"Accounting  for Stock-Based Compensation-Transition and Disclosure-an amendment
of  FASB  Statement  No. 123" ("SFAS 148"), which amends FASB Statement No. 123,
Accounting  for  Stock-Based  Compensation,  to  provide  alternative methods of
transition  for  a voluntary change to the fair value based method of accounting
for  stock-based  employee  compensation. In addition, this Statement amends the
disclosure  requirements  of  Statement  123 to require prominent disclosures in
both  annual and interim financial statements about the method of accounting for
stock-based  employee compensation and the effect of the method used on reported
results.  SFAS  148  is  effective for voluntary changes to the fair value based
method  made in fiscal years beginning after December 15, 2003. The Company does
not  anticipate  these  pronouncements  will  have  a  significant impact on its
consolidated  financial  position  and  results  of  operations.


                                       12
<PAGE>
                                     RISK FACTORS

     Alloy  Steel  is  subject  to  various  risks  that may materially harm our
business,  financial  condition  and results of operations. YOU SHOULD CAREFULLY
CONSIDER  THE  RISKS AND UNCERTAINTIES DESCRIBED BELOW AND THE OTHER INFORMATION
IN  THIS  FILING BEFORE DECIDING TO PURCHASE OUR COMMON STOCK. THESE ARE NOT THE
ONLY  RISKS  AND  UNCERTAINTIES  THAT  WE  FACE.  IF  ANY  OF  THESE  RISKS  OR
UNCERTAINTIES  ACTUALLY  OCCURS,  OUR BUSINESS, FINANCIAL CONDITION OR OPERATING
RESULTS  COULD  BE  MATERIALLY  HARMED.  IN  THAT CASE, THE TRADING PRICE OF OUR
COMMON  STOCK  COULD  DECLINE AND YOU COULD LOSE ALL OR PART OF YOUR INVESTMENT.

     WE  HAVE  A  LIMITED OPERATING HISTORY AND WE MAY NOT BE ABLE TO ACHIEVE OR
     MAINTAIN  PROFITABILITY

     We  have  a  limited  operating history. We may incur significant operating
losses as we attempt to develop and grow our business. We cannot assure you that
we  will  achieve  or maintain profitability. Until we achieve the manufacturing
capacity  sufficient  to  sustain  continuous  production  of  Arcoplate  or
Arcoplate-based  products,  we  will have substantial production under capacity,
and  we  may  be  unable  to fill customer orders. Such events could cause us to
incur  substantial  operating  losses.

     WE  WILL  NOT  GENERATE SUFFICIENT REVENUE TO CONTINUE OPERATIONS IF WE ARE
     UNABLE TO PRODUCE SIGNIFICANT COMMERCIAL QUANTITIES OF ARCOPLATE AND FUTURE
     ALLOY-BASED  PRODUCTS

     Although  we  have  prototype  equipment,  we  do  not  currently  have the
equipment necessary for the manufacturing of Arcoplate in significant commercial
quantities.  We  do  not anticipate the completion of additional equipment until
March,  2002  at  the earliest. In addition, we do not currently manufacture the
commercial  equipment  necessary  for the implementation of the 3-D Pipe Fitting
Cladder  process.  Accordingly,  we have limited internal manufacturing capacity
and  no  experience  in  manufacturing our products in industrial or significant
commercial  quantities. Due to our limited production capacity, we may be unable
to  meet  demand for our products. In addition, our manufacturing operations use
certain  equipment  which,  if  damaged  or  otherwise  rendered  inoperable  or
unavailable, could result in the disruption of our manufacturing operations. Any
extended  interruption  of operations at our manufacturing facility would have a
material  adverse  effect  on  our  business.

     IF  WE ARE UNABLE TO RAISE ADDITIONAL CAPITAL, WE MAY NOT BE ABLE TO EXPAND
     OPERATIONS

     We  believe  that  the  available  cash  and  anticipated  cash  flow  from
operations  will  be  sufficient to satisfy our anticipated capital requirements
for  approximately  6  months.  Accordingly,  we anticipate that we will require
additional  financing  to  expand operations and pursue our plans for expansion.
Such  financing  may  take the form of the issuance of common stock or preferred
stock  or  debt  securities,  or  may involve bank or other lender financing. We
cannot  assure you that we will be able to obtain such additional financing on a
timely  basis,  on  favorable  terms,  or  at  all.

     IF  WE  ARE UNABLE TO EFFECTIVELY MANAGE OUR PLAN OF EXPANSION, WE WILL NOT
     ACHIEVE  PROFITABILITY

     We  plan  to  rapidly expand all aspects of our operations. As a result, we
need  to  expand  our  financial  and management controls, reporting systems and
procedures.  We  will  also  have to expand, train and manage our work force for
marketing,  sales,  engineering  and technical support, product development, and
manage  multiple  relationships  with  various  customers,  vendors,  strategic
partners and other third parties. We will need to continually expand and upgrade
our  technology  and develop new products. If we are unable to manage our growth
effectively,  we  may  be  unable  to  handle  our  operations, control costs or
otherwise  function  in  a  profitable  manner,  or  at  all.

     THE  LOSS  OF  ANY  KEY PERSONNEL WOULD DISRUPT OUR OPERATIONS AND HURT OUR
     PROFITABILITY

     Our  future  success  depends  to  a  significant  extent  on the continued
services  of  our  senior management and other key personnel, particularly, Gene
Kostecki,  Chairman  and  Chief  Executive  Officer,  and  Alan  Winduss,  Chief
Financial  Officer.  We  do  not presently maintain keyman life insurance on the
life  of  either  Mr.  Kostecki  or Mr. Winduss. The loss of the services of Mr.
Kostecki  or Mr. Winduss would likely have a significantly detrimental effect on
our  business. We currently have employment agreements with each of Mr. Kostecki
and  Mr.  Winduss.  However, if Mr. Kostecki or Mr. Winduss becomes unwilling or
unable  to  continue  in their current positions, it would be significantly more
difficult  to operate our business, which could hurt our financial condition and
results  of  operations.


                                       13
<PAGE>
     IF  WE  ARE UNABLE TO PROTECT OUR PROPRIETARY TECHNOLOGY, WE COULD LOSE OUR
     COMPETITIVE  ADVANTAGE

     We  currently  have  only limited patent protection for our technology, and
may  be  unable to obtain even limited protection for our proprietary technology
in  certain  foreign countries. Currently, we have patents in various countries.
We  cannot assure you that any granted patent or pending patent application will
provide  protection  against  infringement.

     IF  WE  DO NOT CORRECTLY ANTICIPATE THE MAGNITUDE AND DIRECTION OF CURRENCY
     EXPOSURE,  THERE  COULD  BE  A MATERIAL ADVERSE IMPACT ON OUR PROSPECTS FOR
     PROFITABILITY

     All  of  our  production  will  take  place  overseas,  and many of the raw
materials and supplies for our products will be purchased in foreign currencies.
In addition, international sales will likely be denominated in local currencies.
These  factors may combine to expose us to currency gains and losses in addition
to  gains  and  losses from our basic operations. The magnitude and direction of
future currency exposure cannot be predicted, nor can we assure you that we will
be  able  to  manage  such  exposure  to  our  benefit  or  to a neutral effect.

     OUR  BUSINESS  WOULD BE MATERIALLY AND ADVERSELY AFFECTED IF WE WERE UNABLE
     TO  RECEIVE MATERIALS AT PRICES AND ON TERMS PRESENTLY MADE AVAILABLE TO US
     BY  OUR  PRINCIPAL  SUPPLIERS

     We presently purchase our principal raw materials, steel and alloy compound
components,  from  a limited number of suppliers. There are no written contracts
between  us  and  our suppliers, and requirements are purchased using individual
purchase  orders,  with customary terms regarding payment, quality and delivery.
Although  we  believe  that  alternatives  are  readily  available  from  other
suppliers,  we  cannot  assure  you  that  we will be able to continue to obtain
desired  quantities of materials on a timely basis at prices and on terms deemed
reasonable  by us. Our business would be materially and adversely affected if we
are unable to continue to receive materials at prices and on terms comparable to
those  presently  made  available  to  us  by  our  principal  suppliers.

     SINCE  WE  DEPEND  HEAVILY  UPON  ELECTRICAL  POWER FOR OUR OPERATIONS, ANY
     INCREASE  IN  PRICES  WOULD ADVERSELY AFFECT OUR BUSINESS AND PROFITABILITY

     We consume a large amount of electrical power during production. The amount
of  electrical  power  consumed  during  the  Arcoplate  process  represents
approximately  5%  of our overall production costs. There may be fluctuations in
the  price  of electricity due to changes in the regulation of utility companies
in  Australia,  and in other jurisdictions where we may engage in production. We
cannot assure you that we will be able to continue to obtain our energy supplies
at  current  prices,  and  any  material increase in prices of electricity would
adversely  affect  our  business  and  profitability.

     OUR  COMMON  STOCK  MAY  BE  AFFECTED  BY  LIMITED  TRADING  VOLUME AND MAY
     FLUCTUATE  SIGNIFICANTLY

     There  has  been a limited public market for our common stock and there can
be no assurance that an active trading market for our common stock will develop.
As  a  result, this could adversely affect our shareholders' ability to sell our
common  stock  in  short  time periods, or possibly at all. Our common stock has
experienced,  and  is  likely to experience in the future, significant price and
volume fluctuations, which could adversely affect the market price of our common
stock  without regard to our operating performance. In addition, we believe that
factors  such  as quarterly fluctuations in our financial results and changes in
the  overall  economy  or the condition of the financial markets could cause the
price  of  our  common  stock  to  fluctuate  substantially.

     WE NEED TO RAISE ADDITIONAL CAPITAL TO FINANCE OPERATIONS

     We  have  relied  on significant external financing to fund our operations.
Such  financing  has historically come from a combination of borrowings from and
sale of common stock to third parties and funds provided by certain officers and
directors.  We  may  need  to  raise  additional capital to fund our anticipated
operating  expenses  and  future  expansion. We cannot assure you that financing
whether  from external sources or related parties will be available if needed or
on  favorable  terms.  The  sale  of our common stock to raise capital may cause
dilution  to  our  existing  shareholders.  Our  inability  to  obtain  adequate
financing  will result in the need to reduce or curtail our business operations.
Any  of  these events would be materially harmful to our business and may result
in  a  lower  stock  price.


                                       14
<PAGE>
     WE HAVE A LIMITED CUSTOMER BASE

     At  present,  our customer base consists primarily of companies involved in
the mining and dredging industries. Our ability to operate depends on increasing
our  customer  base  and  achieving  sufficient  gross profit margins. We cannot
assure  you  that  we  will  be able to increase our customer base or to operate
profitably.  If  any  of  our major customers stop or delay its purchases of our
products,  our  revenue  and  profitability would be adversely affected. For the
year  ended  September 30, 2002, 13 customers accounted for 90% of our sales. We
anticipate  that sales of our products to relatively few customers will continue
to  account  for a significant portion of our revenue. If these customers cancel
or  delay  their  purchase  orders, our revenue may decline and the price of our
common  stock  may  fall.  We  cannot assure you that our current customers will
continue  to  place  orders  with  us,  that  orders  by existing customers will
continue  at  the  levels  of previous periods or that we will be able to obtain
orders  from  new customers. Although our financial performance depends on large
orders  from  a  key customers and resellers, we do not have binding commitments
from  any  of  them.

     OUR  COMMON  STOCK  IS  DEEMED  TO BE "PENNY STOCK," WHICH MAY MAKE IT MORE
     DIFFICULT  FOR  SHAREHOLDERS  TO  SELL  THEIR  SHARES  DUE  TO  SUITABILITY
     REQUIREMENTS

     Our  common  stock is deemed to be "penny stock" as that term is defined in
Rule  3a51-1 promulgated under the Securities Exchange Act of 1934. Penny stocks
are  stock:

     -    With  a  price  of  less  than  $5.00  per  share;

     -    That  are  not  traded  on  a  "recognized"  national  exchange;

     -    Whose  prices  are not quoted on the Nasdaq automated quotation system
          (Nasdaq  listed  stock  must still have a price of not less than $5.00
          per  share);  or

     -    In  issuers  with  net  tangible assets less than $2.0 million (if the
          issuer  has  been in continuous operation for at least three years) or
          $5.0  million  (if in continuous operation for less than three years),
          or  with average revenues of less than $6.0 million for the last three
          years.

     Broker/dealers  dealing  in  penny stocks are required to provide potential
investors  with  a  document  disclosing  the  risks  of penny stocks. Moreover,
broker/dealers  are required to determine whether an investment in a penny stock
is  a  suitable  investment  for  a prospective investor. These requirements may
reduce  the  potential  market  for  our  common stock by reducing the number of
potential  investors. This may make it more difficult our shareholders to resell
shares  to  third  parties or to otherwise dispose of them. This could cause our
stock  price  to  decline.

     WE FACE SIGNIFICANT COMPETITION WITHIN OUR MARKET

     We  expect  competition  to  persist  and intensify in the future. The wear
plate  solutions  industry  is  highly competitive. We have numerous competitors
worldwide, including Triton, Inc., Trimay, Ltd., Australian National Industries,
Ltd.,  Australian  Overseas,  Ltd.,  Abresist  Corporation and Duraweld, Ltd. We
compete  in  our chosen markets against several larger multi-national companies,
all  of  which are well-established and have substantially greater financial and
other  resources than we maintain. Competitive market conditions could adversely
affect  our results of operations if we are required to reduce product prices to
remain  competitive  or  if  we  are  unable to achieve significant sales of our
products.


     Many  of  our  competitors  (including  those  identified  above)  are
substantially  larger  than  we  are  and  have significantly greater financial,
sales,  marketing,  technical,  manufacturing  and  other  resources  and  more
established distribution channels. These competitors may be able to respond more
quickly  to new or emerging technologies and changes in customer requirements or
devote  greater  resources  to  the  development,  promotion  and  sale of their
products  than  we  can. Furthermore, some of our competitors may make strategic
acquisitions or establish cooperative relationships to increase their ability to
rapidly  gain market share by addressing the needs of our prospective customers.
These  competitors  may enter our existing or future markets with solutions that
may  be  less expensive, provide higher performance or additional features or be
introduced  earlier  than  our  solutions.  If  any technology is more reliable,
resistant,  and less expensive or has other advantages over our technology, then
the  demand  for our products and services would decrease, which would seriously
harm  our  business.


                                       15
<PAGE>
     We  expect  our competitors to continue to improve the performance of their
current  products  and  introduce  new  products  and  technologies  as industry
standards  and customer requirements evolve. These new products and technologies
could  supplant  or  provide  lower  cost  alternatives  to  our products. To be
competitive,  we  must  continue to invest significant resources in research and
development,  sales  and  marketing,  and  customer  support.

     Increased  competition  is  likely  to  result in price reductions, reduced
gross margins, longer sales cycles, and loss of market share, any of which would
seriously  harm  our  business  and  results  of  operations.

     WE HAVE LIMITED MARKETING AND SALES CAPABILITY

     Because  of  our  limited working capital, we have not had the resources to
fully  implement  our  marketing  and  sales  strategy. In order to increase our
revenues,  we  are  in the process of further implementing a marketing and sales
force  with  technical  expertise  and  marketing  capability. Currently, we are
dependant  on  the technical expertise, sales, and marketing capability, of Gene
Kostecki,  our  Chief  Executive  Officer,  and  distributors.  There  can be no
assurance  that  we  will  be  able  to:

     -    Establish and develop such a sales force;

     -    Gain market acceptance for our products;

     -    Obtain and retain qualified sales personnel on acceptable terms; and

     -    Meet our proposed marketing schedules or plans.

     To  the  extent  that we arrange with third parties to market our products,
the  success  of  such products may depend on the efforts of such third parties.

     MANAGEMENT  CONTROLS  APPROXIMATELY 74.0% OF OUR OUTSTANDING CAPITAL STOCK,
     WHICH MEANS THAT MANAGEMENT HAS THE ABILITY TO APPROVE ANY MATTER REQUIRING
     SHAREHOLDER  APPROVAL

     Management  controls  approximately 74.0% of our outstanding capital stock.
Management  can  approve  any  matter  requiring  the  vote of our shareholders,
including  the  election  of directors. As such, management could, without other
shareholders,  vote to approve a transaction that is not necessarily in the best
interests  of  other  shareholders or to reject a transaction that may be in the
best  interests of other shareholders. For example, management's stock ownership
may  prevent  a  third party from acquiring a controlling position in our common
stock.  In  many  instances,  a  third  party desiring to purchase a controlling
position  is  willing  to  pay a premium to the market price. Management's stock
ownership  in  Alloy  Steel  would  likely prevent such an event from occurring.


                                       16
<PAGE>
ITEM 7. FINANCIAL STATEMENTS

     Alloy  Steel's audited consolidated financial statements for the year ended
September  30,  2002  are  attached  to  this  filing.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     On  August  14,  2001, Alloy Steel dismissed Feldman Sherb and Co., P.C. as
its  independent  certified  public  accountant. Feldman Sherb's report on Alloy
Steel's  financial statements from May 4, 2000 (inception) to September 30, 2000
did  not  contain  an  adverse  opinion  or a disclaimer of opinion, and was not
qualified  or modified as to uncertainty, audit scope, or accounting principles.
Feldman Sherb's dismissal was recommended and approved by Alloy Steel's Board of
Directors.  Since  May  4,  2000  (inception), as well as any subsequent interim
period  prior  to  dismissal,  there  were  no  disagreements  on  any matter of
accounting  principles or practices, financial statement disclosure, or auditing
scope  or  procedures, which disagreements if not resolved to their satisfaction
would have caused them to make reference in connection with their opinion to the
subject  matter  of  the disagreement. Since May 4, 2000 (inception), as well as
any  subsequent  interim period prior to dismissal, Feldman Sherb did not advise
Alloy  Steel of any of the matters identified in paragraph (a)(1)(iv)(B) of Item
304  of  Regulation  S-B.

     On  August  14,  2001,  Alloy  Steel  engaged  HJ  & Associates, LLC as its
principal  accountant  to  audit Alloy Steel's financial statements. Alloy Steel
did  not  consult  HJ  &  Associates,  LLC on any matters described in paragraph
(a)(2)(i) or (ii) of Item 304 of Regulation S-B since Alloy Steel's inception on
May  4, 2000 or any subsequent interim period prior to engaging HJ & Associates,
LLC.

     On  January  16,  2002,  Alloy  Steel dismissed HJ & Associates, LLC as its
independent  certified  public  accountant.  HJ & Associates, LLC reviewed Alloy
Steel's  quarterly  reports  for  the  period  ended  June 30, 2001, but did not
initiate  an  audit  or  render  an  audit  report  on  Alloy  Steel's financial
statements.  HJ  &  Associates,  LLC's dismissal was recommended and approved by
Alloy  Steel's  Board  of  Directors.  For  the interim periods reviewed by HJ &
Associates, LLC prior to dismissal, there were no disagreements on any matter of
accounting  principles or practices, financial statement disclosure, or auditing
scope  or  procedures, which disagreements if not resolved to their satisfaction
would have caused them to make reference in connection with their opinion to the
subject  matter  of  the  disagreement. For the interim periods reviewed by HJ &
Associates,  LLC  prior  to dismissal, HJ & Associates, LLC did not advise Alloy
Steel of any of the matters identified in paragraph (a)(1)(iv)(B) of Item 304 of
Regulation  S-B.

     On January 16, 2002, Alloy Steel engaged Rothstein, Kass & Company, P.C. as
its  principal accountant to audit the Alloy Steel's financial statements. Alloy
Steel  did  not consult Rothstein, Kass & Company, P.C. on any matters described
in paragraph (a)(2)(i) or (ii) of Item 304 of Regulation S-B since Alloy Steel's
inception  on  May  4,  2000  or any subsequent interim period prior to engaging
Rothstein,  Kass  &  Company,  P.C.


                                       17
<PAGE>
                                       PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

     Alloy  Steel's  present  directors  and  executive officers are as follows:

          NAME                  AGE  POSITION
          --------------------  ---  --------------------------------------

          Gene Kostecki          57  President, Chief Executive Officer and
                                     Director

          Alan Charles Winduss   61  Chief Financial Officer, Director and
                                     Corporate Secretary

     The  following  is  a  brief  summary  of  the background of each executive
officer  and  director:

     Gene  Kostecki  has  served  as our Chief Executive Officer, President, and
Director  since June 2000. From July 1997 to the present, Mr. Kostecki served as
the  Chief  Executive  Officer  and  director  of  Arcoplate, Inc. and Arcoplate
Holdings  (UK) PLC. From July 1995 to July 1997, Mr. Kostecki served as Managing
Director  of  the  Collier  Unit  Trust, an engineering business and distributor
based in Western Australia. Mr. Kostecki intends to resign from his positions in
Arcoplate, Inc. and Arcoplate (UK) PLC. He intends to act as President and Chief
Executive  Officer  of  Alloy  Steel  International  on  a  full-time  basis.

     Alan  Charles  Winduss  has  served  as  our  Chief Financial Officer, Vice
President  and  Director  since  June  2000.  From July 1997 to the present, Mr.
Winduss  served  as  the Chief Financial Officer and director of Arcoplate, Inc.
and  Arcoplate Holdings (UK) PLC. From July 1979 to the present, Mr. Winduss has
served  as the senior principal of Winduss & Cook, an accounting firm in Western
Australia,  which  specializes  in  commercial accounting, corporate finance and
management.  Mr. Winduss intends to resign from his positions in Arcoplate, Inc.
and  Arcoplate  (UK)  PLC. He intends to devote approximately 70% of his time to
his  duties  as  Chief  Financial  Officer  and  a  director  of  Alloy  Steel
International.

     BOARD  COMPOSITION

     Our  board of directors currently consists of two directors. At each annual
meeting  of our stockholders, all of our directors are elected to serve from the
time  of  election  and  qualification  until  the next annual meeting following
election.  In addition, our bylaws provide that the maximum authorized number of
directors  may  be changed by resolution of the stockholders or by resolution of
the  board  of  directors.

     Each  officer  is elected by, and serves at the discretion of, our board of
directors.  There  are  no  family  relationships  among  any  of our directors,
officers  or  key  employees.

     CONTROL  BY  OFFICERS  AND  DIRECTORS

     Our  directors  and  executive  officers  own  approximately  74.0%  of the
outstanding  shares of our common stock. Accordingly, these stockholders possess
substantial  control  over  our operations. This control may allow them to amend
corporate  filings,  elect  all  of  our  board  of directors, and substantially
control  all  matters requiring approval by our stockholders, including approval
of significant corporate transactions. If you purchase our common stock, you may
have  no  effective  voice  in  our  management.

     DIRECTORSHIPS  HELD  IN  REPORTING  COMPANIES

     None  of  the  executive  officers  or  directors held any directorships in
reporting  companies.


                                       18
<PAGE>
     COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

     Section  16(a)  of  the  Securities  Exchange  Act of 1934, as amended (the
"Exchange  Act"), requires our directors and executive officers, and persons who
beneficially  own  more  than ten percent of a registered class of Alloy Steel's
equity  securities,  to  file  with  the Securities and Exchange Commission (the
"Commission")  initial  reports of ownership and reports of changes in ownership
of  Common  Stock  and  the  other  equity  securities of Alloy Steel. Officers,
directors,  and  persons  who  beneficially  own  more  than  ten  percent  of a
registered  class  of  Alloy Steel's equities are required by the regulations of
the  Commission  to  furnish  Alloy Steel with copies of all Section 16(a) forms
they  file.  To  our  knowledge,  based  solely  on review of the copies of such
reports  furnished  to  us, during the fiscal year ended September 30, 2002, our
officers,  directors,  and  greater  than ten percent beneficial owners complied
with  all  Sections  16(a)  filing  requirements  applicable  to  them.

     ITEM  10.  EXECUTIVE  COMPENSATION

     The  following  table  sets forth the annual cash compensation for services
rendered  by our chief executive officer for the fiscal year ended September 30,
2002.  No other executive officer earned or secured more than $100,000 in salary
and bonus for services rendered during the fiscal year ended September 30, 2002:

                           SUMMARY COMPENSATION TABLE

                               ANNUAL COMPENSATION
-------------------------------------------------------------------------------
                                                       SECURITIES
                                                       UNDERLYING   ALL OTHER
NAME AND POSITION      YEAR   SALARY   BONUS   AWARDS   OPTIONS    COMPENSATION
---------------------  ----  --------  ------  ------  ----------  ------------

Gene Kostecki          2002  $150,000  $    0    --        --           --
President, Chief       2001  $150,000  $    0    --        --           --
Executive Officer and  2000  $      0  $    0    --        --           --
Director


     STOCK  OPTION  PLAN

     In May 2000, we adopted the 2000 Stock Option Plan. The purpose of the plan
is  to  enable  us to attract, retain and motivate key employees, directors, and
consultants,  by  providing  them  with stock options. Options granted under the
plan  may  be  either incentive stock options, as defined in Section 422A of the
Internal  Revenue Code of 1986, or non-qualified stock options. We have reserved
500,000  shares  of  common stock for issuance under the plan. As of the date of
December  20,  2002,  no  options  have  been  granted  pursuant  to  the  plan.

     Our board of directors will administer the plan. Our board has the power to
determine  the  terms  of  any  options  granted  under  the plan, including the
exercise  price,  the  number of shares subject to the option, and conditions of
exercise.  Options  granted  under  the plan are generally not transferable, and
each  option  is generally exercisable during the lifetime of the holder only by
the  holder. The exercise price of all incentive stock options granted under the
plan  must  be  at  least equal to the fair market value of the shares of common
stock  on  the date of the grant. With respect to any participant who owns stock
possessing  more  than  10% of the voting power of all classes of our stock, the
exercise  price  of any incentive stock option granted must be equal to at least
110% of the fair market value on the grant date. Our board of directors approves
the  terms  of  each option. These terms are reflected in a written stock option
agreement.

     EMPLOYMENT  AGREEMENTS

     We  have  entered  into  five-year  employment agreements, commencing as of
October  2, 2000, with Gene Kostecki, our President and Chief Executive Officer,
and  Alan  Charles  Winduss,  our  Chief Financial Officer, which provide for an
annual  salary  of $150,000 and $80,000, respectively. The employment agreements
provide  that  each  of  Mr.  Kostecki  and  Mr. Winduss are eligible to receive
incentive bonus compensation, at the discretion of the board of directors, based
on their respective performance and contributions to our success. The employment
agreements  provide  for  termination  based  on  death, disability or voluntary
resignation  and  each  provides  for severance payments upon termination in the
event  that  there  is termination without cause, if the employee terminates his
employment  for  good  reason  or  in  the event of a change in control of Alloy
Steel.  The  employment  agreement defines "good reason" as any violation of the
employment  agreement  by  Alloy

                                       19
<PAGE>
Steel  International,  any reduction in the employee's salary or benefits or the
assignment  to  the  employee  of  duties inconsistent with his position. If the
employment  agreement  is  terminated  without  cause,  as a result of change of
control,  or  terminated  by  the  employee  for  good reason, the amount of the
severance  payment will be equal to three times that average annual compensation
payable  under  the  employment  agreement.

     We  have  entered  into  consulting  agreements with Berryhill Investments,
Ltd.,  Chartreuse  Nominees  Pty.,  Ltd.,  Persia  Consulting  Group, Inc., Ames
Nominees  Pty.  Ltd.,  Alan  Winduss  Pty.  Ltd  and  Ragstar Investments, Ltd.,
commencing  as  of October 2, 2000, which provide for compensation in the amount
of  150,000,  500,000,  1,350,000,  937,500,  312,500  and  90,000  shares,
respectively,  of our common stock. Pursuant to the terms of each agreement, the
consultants  shall  provide  certain  advisory services with regard to corporate
development.

     LIMITATIONS  OF  LIABILITY  AND  INDEMNIFICATION  OF DIRECTORS AND OFFICERS

     Our  certificate  of  incorporation  and  bylaws  limit  the  liability  of
directors  and officers to the maximum extent permitted by Delaware law. We will
indemnify  any person who was or is a party, or is threatened to be made a party
to,  an  action,  suit or proceeding, whether civil, criminal, administrative or
investigative,  if  that person is or was a director, officer, employee or agent
of  ours  or  serves  or  served  any  other  enterprise  at  our  request.

     In  addition,  our  certificate  of incorporation provides that generally a
director  shall  not be personally liable to us or our stockholders for monetary
damages for breach of the director's fiduciary duty. However, in accordance with
Delaware  law,  a  director  will not be indemnified for a breach of its duty of
loyalty, acts or omissions not in good faith or involving intentional misconduct
or  a  knowing  violation  or  any  transaction  from which the director derived
improper  personal  benefit.


                                       20
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  sets  forth  as of December 20, 2002, the number and
percentage  of  outstanding  shares  of  common  stock  beneficially  owned  by:

     -    each  person  who  we  know  beneficially  owns  more  than  5% of the
          outstanding  shares  of  our  common  stock;

     -    each  of  our  executive  officers  and  directors;  and

     -    all  of  our  officers  and  directors  as  a  group.

     Except  as  otherwise  noted,  the  persons named in this table, based upon
information  provided  by  these  persons, have sole voting and investment power
with  respect  to all shares of common stock owned by them. The number of shares
of  common  stock outstanding used in calculating the percentage for each listed
person  includes  the shares of common stock underlying options or warrants held
by  such  person that are exercisable within 60 days of the date of December 20,
2002, but excludes shares of common stock underlying options or warrants held by
any  other  person.  Unless  otherwise indicated, the address of each beneficial
owner  is  c/o  Alloy  Steel, 42 Mercantile Way Malaga, P.O. Box 3087 Malaga D C
6945,  Western  Australia.

<TABLE>
<CAPTION>
                                                                             PERCENTAGE
                                                                                 OF
                                                                               COMMON
                                                                                STOCK
                                                                NUMBER      BENEFICIALLY
NAME OF BENEFICIAL OWNER                                       OF SHARES        OWNED
-----------------------------------------------------------  -------------  -------------
<S>                                                          <C>            <C>
Gene Kostecki                                                10,598,000(1)          62.5%

Alan Charles Winduss                                          1,893,250(2)          11.2%

All present officers and directors as a group (Two persons)  12,491,250             74.0%
<FN>

(1)  The  number  of  shares  of common stock beneficially owned by Mr. Kostecki
     includes  (i)  4,760,000  shares  issued to Kenside Investments, Ltd., (ii)
     1,250,000  shares  issued  to  Collier Unit Trust, and (iii) 937,500 shares
     issued  to  Ames  Nominees  Pty.  Ltd.

(2)  The  number  of  shares  of  common stock beneficially owned by Mr. Winduss
     includes  (i)  500,000 shares issued to Chartreuse Nominees Pty. Ltd., (ii)
     90,000 shares issued to Ragstar Investments, Ltd., and (iii) 312,500 shares
     issued  to  Alan  Winduss  Pty.  Ltd.
</TABLE>


                                       21
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Messrs.  Gene  Kostecki  and  AlanWinduss are both directors of Alloy Steel
International,  Inc.  and  its  subsidiary, Alloy Steel Australia (Int) Pty Ltd.

     Mr.  Winduss is a director of a public accounting firm Winduss & Associates
Pty  Ltd,  which  provides  accounting and secretarial services to Alloy Steel's
subsidiary, Alloy Steel Australia (Int.) Pty Ltd. These services are provided at
normal commercial rates and conditions. The cost of these services are recovered
under  the  fees  paid  by  Mr  Winduss'  consulting  agreement.

     Alloy  Steel Australia (Int.) Pty Ltd. paid rent of $85,000, for commercial
premises  it  occupied during the year, to Raglan Securities Pty Ltd., a company
controlled  by  Gene  Kostecki.

     In October 2000, Alloy Steel International, Inc. acquired from Mr. Kostecki
and  Mr.  Winduss  the  right  to  utilize and commercially exploit the 3-D Pipe
Fitting  Cladder  process  in  exchange  for  3,413,750  shares of common stock.

     In  May  2000,  we  acquired  an  exclusive  worldwide license from Kenside
Investments,  Ltd.,  excluding  the  United  States,  for  a  25-year  term,  in
connection  with  certain  patent and technology rights related to the Arcoplate
process,  in  exchange  for  4,760,000  shares  of our common stock. The license
provides  for  royalty payments to Kenside Investments, Ltd., in an amount equal
to  2%  of  our  net  sales  of Arcoplate products. Our Chief Executive Officer,
director  and principal shareholder, Gene Kostecki controls Kenside Investments,
Ltd. Research and development expenses of approximately $1,800,000 were incurred
in  developing  the  technology and building the equipment for the technology by
entities  controlled  by  Mr.  Kostecki.

     Arcoplate Holdings (UK) PLC holds the United States rights to the Arcoplate
process  through  Arcoplate,  Inc.  Arcoplate  Holdings  (UK) PLC received these
rights  from  Kenside Investments Ltd., an entity controlled by Messrs. Kostecki
and  Winduss. Presently, such rights are not being exploited. Arcoplate Holdings
(UK)  PLC is an affiliate of Mr. Kostecki, our chief executive officer, director
and  principal  stockholder  and  Mr.  Winduss,  our  chief  financial  officer,
principal  stockholder,  and  a  director.  Arcoplate  Holdings  (UK)  PLC is in
violation  of  this license and Kenside Investments Ltd. has attempted to revoke
the license. Certain directors of Arcoplate Holdings (UK) PLC are disputing this
revocation.  Until  this matter is resolved, neither Arcoplate Holdings (UK) PLC
nor  Kenside Investments Ltd. are in a position to grant us a U.S. license. Once
this  matter  is  resolved,  we  will  attempt to negotiate a U.S. license in an
arms-length  transaction.

     In  October  2000,  we  acquired  certain  assets  of Collier Unit Trust in
exchange  for  1,250,000  shares  of  our common stock. In October 2000, we also
acquired the Arcoplate manufacturing plant and plant equipment from Collier Unit
Trust  for an aggregate purchase price of $880,891. Our Chief Executive Officer,
director  and  principal  shareholder,  Gene  Kostecki controls the Collier Unit
Trust.

     In  October  2000,  we  entered  into  12-month  consulting agreements with
Chartreuse  Nominees Pty., Ltd., Ames Nominees Pty. Ltd., Alan Winduss Pty. Ltd.
and  Ragstar  Investments, Ltd., which provide for compensation in the amount of
500,000,  937,500, 312,500 and 90,000 shares, respectively. Mr. Winduss controls
Chartreuse  Nominees  Pty. Ltd., Alan Winduss Pty. Ltd. and Ragstar Investments,
Ltd.  Mr.  Kostecki  controls  Ames  Nominees  Pty. Ltd. Each of the consultants
provided  corporate  development and other advisory services including strategic
planning,  investigation of potential strategic alliances, structuring potential
capital  transactions, preparation of internal financial statements, reports and
projections,  and  financial  analysis  of  competitors  and  new  operations.

     We  entered  into  a  12-month  consulting agreement with Persia Consulting
Group, Inc. in October 2000. Pursuant to the consulting agreement we have issued
1,350,000  shares  of  common  stock  to Persia Consulting Group. The consulting
services  to  be  performed  by  Persia  will  primarily  be  performed by Hamid
Fashandi.  Mr.  Fashandi  has  been  in  the financial services industry for six
years. Persia Consulting Group will provide services to us as we request. Persia
Consulting  Group  has  provided  us with due diligence on potential acquisition
candidates, provided advice on doing business in the United States and financial
advisory  services  with  respect  to our transition from a private company to a
public  company.  Persia  Consulting Group will also provide investor and public
relations  services  as  well  as  crisis  management  services.


                                       22
<PAGE>
     In July 2000, we entered into a lease agreement with Raglan Securities Pty.
Ltd.,  for our office facilities, for a term of five years, at an annual rent of
$85,000.  Mr.  Kostecki  controls  Raglan  Securities  Pty.  Ltd.

     In  June 2000, we sold 919,500 shares of our common stock to Gene Kostecki,
and  308,000  shares of our common stock to Alan Winduss at a price of $0.16 per
share.

     Mr.  Kostecki  and  Mr.  Winduss  may  be  deemed  promoters of Alloy Steel
International.


                                       23
<PAGE>
     ITEM  13.  EXHIBITS,  LISTS  AND  REPORTS  ON  FORM  8-K

          (a)     The  following exhibits are filed as part of this registration
statement:

<TABLE>
<CAPTION>

EXHIBIT NO.  DESCRIPTION                                                             LOCATION
-----------  -------------------------------------------------  -------------------------------------------------
<C>          <S>                                                <C>

3.1          Certificate of Incorporation                       Incorporated by reference to Exhibit 3.1 to Alloy
                                                                Steel's Registration Statement on Form SB-2, as
                                                                amended (the 'Registration Statement"), filed
                                                                with the SEC on November 2, 2000.

3.2          By-laws                                            Incorporated by reference to Exhibit 3.2 to Alloy
                                                                Steel's Registration Statement.

4.1          Specimen Certificate                               Incorporated by reference to Exhibit 4.1 to Alloy
                                                                Steel's Registration Statement.

10.1         Stock Option Plan                                  Incorporated by reference to Exhibit 10.1 to Alloy
                                                                Steel's Registration Statement.

10.2         License Agreement, dated May 4, 2000, between      Incorporated by reference to Exhibit 10.2 to Alloy
             Alloy Steel and Kenside Investments, Ltd.          Steel's Registration Statement.

10.3         Employment Agreement, dated October 2, 2000,       Incorporated by reference to Exhibit 10.3 to Alloy
             between Alloy Steel and Gene Kostecki              Steel's Registration Statement.

10.4         Employment Agreement, dated October 2, 2000,       Incorporated by reference to Exhibit 10.4 to Alloy
             between Alloy Steel and Alan Winduss               Steel's Registration Statement.

10.5         Consulting Agreement, dated October 2, 2000,       Incorporated by reference to Exhibit 10.5 to Alloy
             between Alloy Steel and Berryhill Investments,     Steel's Registration Statement.
             Ltd.

10.6         Consulting Agreement, dated October 2, 2000,       Incorporated by reference to Exhibit 10.6 to Alloy
             between Alloy Steel and Chartreuse Nominees Pty.   Steel's Registration Statement.
             Ltd.

10.7         Amended and Restated Consulting Agreement,         Incorporated by reference to Exhibit 10.7 to Alloy
             dated October 2, 2000, between Alloy Steel and     Steel's Registration Statement.
             Persia Consulting Group, Inc.

10.8         Consulting Agreement, dated October 2, 2000,       Incorporated by reference to Exhibit 10.8 to Alloy
             between Alloy Steel and Ragstar Investments, Ltd.  Steel's Registration Statement.

10.9         Consulting Agreement, dated October 2, 2000,       Incorporated by reference to Exhibit 10.9 to Alloy
             between Alloy Steel and Alan Winduss Pty. Ltd.     Steel's Registration Statement.

10.10        Consulting Agreement, dated October 2, 2000,       Incorporated by reference to Exhibit 10.10 to
             between Alloy Steel and Ames Nominees Pty. Ltd.    Alloy Steel's Registration Statement.

10.11        Lease Agreement, dated July 1, 2000, between       Incorporated by reference to Exhibit 10.11 to
             Alloy Steel and Raglan Securities Pty. Ltd.        Alloy Steel's Registration Statement.

10.12        Asset Purchase Agreement, dated October 2, 2000    Incorporated by reference to Exhibit 10.12 to
             between Alloy Steel and Collier Unit Trust         Alloy Steel's Registration Statement.

10.13        Equipment Purchase Agreement, dated October 2,     Incorporated by reference to Exhibit 10.13 to
             2000, between Alloy Steel and Collier Unit Trust   Alloy Steel's Registration Statement.

10.14        Asset Purchase Agreement, dated October 2, 2000,   Incorporated by reference to Exhibit 10.14 to
             by and among Alloy Steel and Gene Kostecki and     Alloy Steel's Registration Statement.
             Alan Winduss


<FN>


                                       24
<PAGE>
     (b)  Reports  on  Form  8-K:
</TABLE>

     We  filed  a  Current Report on Form 8-K on September 6, 2001. The form 8-K
related  to  a  change  in  the registrant's certified accountants under Item 4.

     We  filed  a  Current  Report  on Form 8-K on August 16, 2001. The form 8-K
related  to  a  change  in  the registrant's certified accountants under Item 4.


                                       25
<PAGE>
                                   SIGNATURES

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

Date: February 6, 2003                    ALLOY STEEL INTERNATIONAL INC.


                                          By: /s/ Gene Kostecki
                                              --------------------------
                                          Name: Gene Kostecki
                                          Title: Chief Executive Officer



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


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

/s/  Gene Kostecki
--------------------------
Gene Kostecki               Chairman, Chief Executive     Date: February 6, 2003
                            Officer and Director

/s/  Alan Winduss
--------------------------
Alan Winduss                Chief Financial Officer       Date: February 6, 2003
                            (Principal Accounting
                            Officer) and Director


                                       26
<PAGE>
                            SECTION 906 CERTIFICATION

     I,  Gene  Kostecki,  Chief  Executive  Officer of Alloy Steel International
Inc.,  certify,  pursuant  to 18 U.S.C. Sec. 1350, as enacted by Sec. 906 of the
Sarbanes-Oxley  Act  of  2002,  that:

     (1)  the  Annual Report on Form 10-KSB for the year ended September 30,2002
(the  "Annual  Report") which this statement accompanies fully complies with the
requirements  of  Section  13(a)  of  the  Securities  Exchange Act of 1934; and

     (2)  information  contained  in  the  Annual Report fairly presents, in all
material  respects,  the  financial condition and results of operations of Alloy
Steel  International  Inc.

Dated:  February 6, 2003                  /s/ Gene Kostecki
                                          -------------------------------
                                          Gene Kostecki
                                          Chief Executive Officer


                                       27
<PAGE>
                            SECTION 906 CERTIFICATION

     I, Alan Winduss, Chief Financial Officer of Alloy Steel International Inc.,
certify,  pursuant  to  18  U.S.C.  Sec.  1350,  as  enacted  by Sec. 906 of the
Sarbanes-Oxley  Act  of  2002,  that:

     (1)  the Annual Report on Form 10-KSB for the year ended September 30, 2002
(the  "Annual  Report") which this statement accompanies fully complies with the
requirements  of  Section  13(a)  of  the  Securities  Exchange Act of 1934; and

     (2)  information  contained  in  the  Annual Report fairly presents, in all
material  respects,  the  financial condition and results of operations of Alloy
Steel  International  Inc.

Dated:  February 6, 2003                /s/  Alan Winduss
                                        -------------------------------
                                        Alan Winduss
                                        Chief  Financial  Officer



                                       28
<PAGE>
                            SECTION 302 CERTIFICATION

     I,  Gene  Kostecki,  certify  that:

     1.  I  have  reviewed  this  annual  report  on  Form 10-KSB of Alloy Steel
International  Inc.;

     2.  Based  on  my knowledge, this annual 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 annual
report;

     3.  Based  on  my  knowledge, the financial statements, and other financial
information  included  in  this  annual  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 annual report;

     4.  The  registrant's  other  certifying officers and I are 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 us by others within those entities, particularly
during  the  period  in  which  this  annual  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 date of
this  annual  report  (the  "Evaluation  Date");  and

          (c)  Presented  in  this  annual  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

     5.  The  registrant's other certifying officers and I have disclosed, based
on  our  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;  and

          (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.  The registrant's other certifying officers and I have indicated in this
annual  report whether there were significant changes in internal controls or in
other  factors  that  could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.



Dated:  February 6, 2003              /s/  Gene Kostecki
        ----------------              -------------------------------
                                      Gene Kostecki
                                      Chief Executive Officer



                                       29
<PAGE>
                            SECTION 302 CERTIFICATION


     I,  Alan  Winduss,  certify  that:

     1.  I  have  reviewed  this  annual  report  on  Form 10-KSB of Alloy Steel
International  Inc.;

     2.  Based  on  my knowledge, this annual 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 annual
report;

     3.  Based  on  my  knowledge, the financial statements, and other financial
information  included  in  this  annual  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 annual report;

     4.  The  registrant's  other  certifying officers and I are 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 us by others within those entities, particularly
during  the  period  in  which  this  annual  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 date of
this  annual  report  (the  "Evaluation  Date");  and

          (c)  Presented  in  this  annual  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

     5.  The  registrant's other certifying officers and I have disclosed, based
on  our  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;  and

          (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.  The registrant's other certifying officers and I have indicated in this
annual  report whether there were significant changes in internal controls or in
other  factors  that  could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.



Dated:  February 6, 2003              /s/  Alan Winduss
        ----------------              -------------------------------
                                      Alan Winduss
                                      Chief Financial Officer



                                       30
<PAGE>
ALLOY STEEL INTERNATIONAL, INC. AND SUBSIDIARY

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
(ITEM 7)

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


INDEPENDENT  AUDITORS'  REPORT                                               F-2


CONSOLIDATED  FINANCIAL  STATEMENTS

   Consolidated  Balance  Sheet
   September  30,  2002                                                      F-3

   Consolidated  Statements  of  Operations
   Years  Ended  September  30,  2002  and  2001                             F-4

   Consolidated  Statements  of  Stockholders'  Equity
   Years  Ended  September  30,  2002  and  2001                             F-5

   Consolidated  Statements  of  Cash  Flows
   Years  Ended  September  30,  2002  and  2001                             F-6

   Notes  to  Consolidated  Financial  Statements                       F-7 - 15




                                                                             F-1
<PAGE>


                         ALLOY STEEL INTERNATIONAL, INC.
                                 AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS
                                       AND
                          INDEPENDENT AUDITORS' REPORT

                               SEPTEMBER 30, 2002




<PAGE>
INDEPENDENT AUDITORS' REPORT




To the Board of Directors and Stockholders of
Alloy Steel International, Inc.


We  have  audited  the  accompanying  consolidated  balance sheet of Alloy Steel
International,  Inc.  and  Subsidiary  (the "Company") as of September 30, 2002,
and  the related consolidated statements of operations, stockholders' equity and
cash  flows for the years ended September 30, 2002 and 2001.  These consolidated
financial  statements  are  the responsibility of the Company's management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  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 audit to obtain reasonable assurance about whether the consolidated
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  consolidated  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 consolidated financial statements referred to above present
fairly,  in  all  material  respects, the consolidated financial position of the
Company as of September 30, 2002, and the results of its operations and its cash
flows  for  the  years  ended  September  30,  2002 and 2001, in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.


                                        \\Rothstein, Kass & Company, P.C.


Roseland, New Jersey
January 9, 2003


                                                                             F-2
<PAGE>
<TABLE>
<CAPTION>
                 ALLOY STEEL INTERNATIONAL, INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET
                               September 30, 2002


                                     ASSETS


<S>                                                      <C>
CURRENT ASSETS
  Cash and cash equivalents                              $      288,448
  Accounts receivable, less allowance for doubtful
  accounts of $20,272                                           131,316
  Inventories                                                   158,269
  Prepaid expenses and other current assets                      39,155
                                                         ---------------
    Total current assets                                        617,188
                                                         ---------------

PROPERTY AND EQUIPMENT, net                                   1,266,856
                                                         ---------------

OTHER ASSETS
  Intangibles                                                    90,512
                                                         ---------------

                                                         $    1,974,556
                                                         ===============


                      LIABILITIES AND STOCKHOLDERS' EQUITY



CURRENT LIABILITIES
  Notes payable, current portion                         $       32,814
  Accounts payable and other current liabilities                666,634
  Income taxes payable                                          151,188
                                                         ---------------
    Total current liabilities                                   850,636
                                                         ---------------
LONG-TERM LIABILITIES
  Notes payable, less current portion                           107,602
                                                         ---------------

    Total liabilities                                           958,238
                                                         ---------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Preferred stock, $.01 par value, authorized 3,000,000
  shares; issued and outstanding - none
  Common stock, $.01 par value, authorized  50,000,000
  shares; issued and outstanding 16,950,000 shares              169,500
  Capital in excess of par value                              1,773,382
  Accumulated deficit                                          (961,945)
  Accumulated other comprehensive income                         35,381
                                                         ---------------

    Total stockholders' equity                                1,016,318
                                                         ---------------

                                                         $    1,974,556
                                                         ===============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                                                             F-3
<PAGE>
<TABLE>
<CAPTION>
                    ALLOY STEEL INTERNATIONAL, INC. AND SUBSIDIARY

                        CONSOLIDATED STATEMENTS OF OPERATIONS
                       Years Ended September 30, 2002 and 2001


                                                         2002         2001
                                                     ------------  ------------
<S>                                                  <C>           <C>
SALES                                                $ 2,116,314   $ 2,862,228


COST OF SALES                                          1,184,491     1,235,181
                                                     ------------  ------------

GROSS PROFIT                                             931,823     1,627,047

SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES                                               1,128,238     1,524,457
COST IN CONNECTION WITH EQUITY LINE OF CREDIT            600,000             -
                                                     ------------  ------------

                                                       1,728,238     1,524,457
                                                     ------------  ------------

INCOME (LOSS) FROM OPERATIONS                           (796,415)      102,590

INTEREST EXPENSE                                          (8,827)       (3,140)

INTEREST INCOME                                            9,962         4,282
                                                     ------------  ------------


INCOME (LOSS) BEFORE INCOME TAXES                       (795,280)      103,732

INCOME TAXES                                               3,467       247,072
                                                     ------------  ------------

NET LOSS                                             $  (798,747)  $  (143,340)
                                                     ============  ============


BASIC AND DILUTED LOSS PER COMMON SHARE              $     (0.05)  $     (0.01)
                                                     ============  ============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
 USED IN COMPUTING BASIC AND DILUTED LOSS
 PER COMMON SHARE                                     16,950,000     16,688,335
                                                     ============  ============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                                                             F-4
<PAGE>
<TABLE>
<CAPTION>
                                   ALLOY STEEL INTERNATIONAL, INC. AND SUBSIDIARY

                                   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                       Years Ended September 30, 2002 and 2001


                                                                       Common Stock          Capital
                                                                  ----------------------    in excess      Accumulated
                                                                     Shares      Amount    of par value      Deficit
                                                                  ------------  --------  --------------  -------------
<S>                                                               <C>           <C>       <C>             <C>
Balances, October 1,  2000                                           8,696,250  $ 86,963  $     512,449   $    (19,858)

Costs associated with issuance of common stock                                                  (89,442)

Common stock issued for services                                     3,390,000    33,900        508,500

Common stock issued in connection with acquisitions                  4,663,750    46,637        243,875

Common stock issued in connection with the equity line of credit       200,000     2,000        598,000

Costs incurred in connection with issuance of common stock
  related to the equity line of credit                                                         (600,000)

Net loss                                                                                                      (143,340)

Other comprehensive loss, foreign currency
  translation adjustment

Total comprehensive loss - Year ended September 30, 2001

                                                                  ------------  --------  --------------  -------------
Balances, September 30, 2001                                        16,950,000   169,500      1,173,382       (163,198)

Costs incurred in connection with issuance of
  common stock related to the equity line of credit                                             600,000

Net loss                                                                                                      (798,747)

Other comprehensive income, foreign currency
  translation adjustment

Total comprehensive loss - Year ended September 30, 2002

                                                                  ------------  --------  --------------  -------------
Balances, September 30, 2002                                        16,950,000   169,500  $   1,773,382   $   (961,945)
                                                                  ============  ========  ==============  =============



                                                                                     Accumulated
                                                                                        Other           Total
                                                                   Comprehensive    Comprehensive    Stockholders
                                                                       Loss         Income (Loss)       Equity
                                                                  ---------------  ---------------  --------------
<S>                                                               <C>              <C>              <C>
Balances, October 1,  2000                                        $            -   $            -   $     579,554

Costs associated with issuance of common stock                                                            (89,442)

Common stock issued for services                                                                          542,400

Common stock issued in connection with acquisitions                                                       290,512

Common stock issued in connection with the equity line of credit                                          600,000

Costs incurred in connection with issuance of common stock
  related to the equity line of credit                                                                   (600,000)

Net loss                                                                (143,340)                        (143,340)

Other comprehensive loss, foreign currency
  translation adjustment                                                 (84,566)         (84,566)        (84,566)
                                                                  ---------------
Total comprehensive loss - Year ended September 30, 2001          $     (227,906)
                                                                  ===============

                                                                  ---------------  ---------------  --------------
Balances, September 30, 2001                                                              (84,566)      1,095,118

Costs incurred in connection with issuance of
  common stock related to the equity line of credit                                                       600,000

Net loss                                                          $     (798,747)                        (798,747)

Other comprehensive income, foreign currency
  translation adjustment                                                 119,947          119,947         119,947
                                                                  ---------------
Total comprehensive loss - Year ended September 30, 2002          $     (678,800)
                                                                  ===============

                                                                                   ---------------  --------------
Balances, September 30, 2002                                                       $       35,381   $   1,016,318
                                                                                   ===============  ==============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                                                             F-5
<PAGE>
<TABLE>
<CAPTION>
                 ALLOY STEEL INTERNATIONAL, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Years ended September 30, 2002 and 2001


                                                            2002        2001
                                                         ----------  ----------
<S>                                                      <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                               $(798,747)  $(143,340)
  Adjustments to reconcile net loss to net cash
   provided by operating activities:
    Depreciation expense                                    82,158      40,087
    Costs in connection with equity line of credit         600,000
    Common stock issued for compensation
      and services                                                     542,400
    Deferred income taxes                                               (3,343)
     Provision for loss on investment                        3,926
     Plant under construction written off                   40,211
    Changes in operating assets and liabilities:
      Accounts receivable                                   78,234    (222,365)
      Inventories                                          119,683    (275,425)
      Prepaid expenses and other current assets             14,752     (48,186)
      Accounts payable and other current liabilities       215,751     398,320
      Income taxes payable                                 (81,641)    247,071
                                                         ----------  ----------

NET CASH PROVIDED BY OPERATING ACTIVITIES                  274,327     535,219
                                                         ----------  ----------

NET CASH USED IN INVESTING ACTIVITIES, purchases
  of property and equipment                               (219,077)   (270,365)
                                                         ----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from borrowings                                  79,026
  Repayment of borrowings                                  (26,183)
  Costs associated with the issuance of common stock                   (89,442)
                                                         ----------  ----------

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES         52,843     (89,442)
                                                         ----------  ----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                      1,221       3,722

NET INCREASE IN CASH AND CASH EQUIVALENTS                  109,314     179,134

CASH AND CASH EQUIVALENTS, beginning of period             179,134
                                                         ----------  ----------

CASH AND CASH EQUIVALENTS, end of period                 $ 288,448   $ 179,134
                                                         ==========  ==========


SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING
 AND FINANCING ACTIVITIES
  Common stock issued in connection with acquisitions    $       -   $ 290,512
                                                         ==========  ==========


  Accrued legal services related to common stock issued  $       -   $  48,000
                                                         ==========  ==========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION,
   cash paid during the years for:
      Income taxes                                       $ 108,622   $       -
                                                         ==========  ==========


      Interest                                           $   8,827   $   3,140
                                                         ==========  ==========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                                                             F-6
<PAGE>
ALLOY STEEL INTERNATIONAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


1.   NATURE OF OPERATIONS

Alloy  Steel  International  Inc.  (ASII) and its wholly-owned subsidiary, Alloy
Steel  Australia  (Int.)  Pty  Limited  (ASAI)  (collectively  the  "Company")
manufacture  and distribute Acroplate, a wear-resistant fused-alloy steel plate,
to  customers  throughout  the  world.


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis  of  Presentation

The  Company  adheres  to accounting principles generally accepted in the United
States  of  America.  The  Company's  consolidated  financial  statements  are
denominated  in  United  States  dollars.

Principles  of  Consolidation

The  consolidated  financial  statements  include the accounts of ASII and ASAI.
All  material  intercompany  balances  and  transactions have been eliminated in
consolidation.

Revenue  Recognition

The  Company  recognizes  revenues when products are shipped and title passes to
customers.  Provisions  are  established,  as  appropriate,  for  uncollectible
accounts,  returns  and  allowances  and  warranties  in  connection with sales.

Cash  and  Cash  Equivalents

The  Company  considers  all  highly-liquid  debt  instruments  purchased  with
maturities  of  three  months  or  less  to  be  cash  equivalents.

Fair  Value  of  Financial  Instruments

The  fair  value  of  the  Company's  assets  and  liabilities  which qualify as
financial instruments under Statement of Financial Accounting Standards ("SFAS")
No.  107,  "Disclosures About Fair Value of Financial Instruments," approximates
the  carrying  amounts presented in the accompanying consolidated balance sheet.

Inventories

Inventories  are  valued  at the lower of cost or net realizable value.  Cost is
determined  principally  on  the  average  cost  method,  which approximates the
first-in,  first-out  method.


                                                                             F-7
<PAGE>
ALLOY STEEL INTERNATIONAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Impairment  of  Long-Lived  Assets

The  Company periodically assesses the recoverability of the carrying amounts of
long-lived  assets,  including  intangible  assets.  A  loss  is recognized when
expected undiscounted future cash flows are less than the carrying amount of the
asset.  The  impairment  loss  is the difference by which the carrying amount of
the  asset  exceeds  its  fair  value.

Property  and  Equipment

Property  and  equipment  are  stated  at cost less accumulated depreciation and
amortization.  Depreciation  is computed using the straight-line method over the
estimated  useful  lives  of  the  assets  as  follows:

                                     ESTIMATED
          ASSET                     USEFUL LIVES
     Plant and equipment            5-10 years
     Furniture and fixtures          5-7 years
     Vehicles                        3-5 years
     Office and computer equipment   3-5 years

Maintenance  and  repairs  are  charged  to  operations,  while  betterments and
improvements  are  capitalized.

Intangibles

Intangibles include intellectual rights of $90,512, which will be amortized over
the  lesser  of  the  estimated  useful  or  economic  life,  or  five  years.

Advertising

Advertising  costs  are  charged  to operations as incurred and were $12,939 and
$7,085  for  the  years  ended  September  30,  2002  and  2001,  respectively.

Income  Taxes

The  Company  complies  with  SFAS No. 109, "Accounting for Income Taxes", which
requires  an  asset  and  liability  approach  to financial reporting for income
taxes.  Deferred  income tax assets and liabilities are computed for differences
between  the  financial  statement  and tax bases of assets and liabilities that
will  result  in future taxable or deductible amounts, based on enacted tax laws
and  rates  applicable  to  the periods in which the differences are expected to
affect taxable income.  Valuation allowances are established, when necessary, to
reduce  deferred  income  tax  assets  to  the  amount  expected to be realized.


                                                                             F-8
<PAGE>
ALLOY STEEL INTERNATIONAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Net  Loss  Per  Common  Share

SFAS  No.  128,  "Earnings  Per  Share", requires dual presentation of basic and
diluted  income  per  share  for  all  periods  presented.  Basic loss per share
excludes  dilution  and  is  computed  by  dividing net loss available to common
stockholders  by the weighted-average number of common shares outstanding during
the  period.  Diluted  earnings  per  share reflects the potential dilution that
could  occur  if  securities  or  other  contracts  to  issue  common stock were
exercised  or  converted into common stock or resulted in the issuance of common
stock  that  then  shared in the earnings of the Company.   Diluted net loss per
common share was the same as basic net loss per common share since there were no
common  stock  equivalents  outstanding.

Use  of  Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted  in the United States of America 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  consolidated  financial statements and the reported amounts of revenues and
expenses  during  the  reporting period.  Actual results could differ from those
estimates.

New  Accounting  Pronouncements

In  July 2001, the Financial Accounting Standards Board (FASB) issued SFAS No.'s
141 and 142, "Business Combinations" and "Goodwill and Other Intangibles".  SFAS
No.  141  requires all business combinations initiated after June 30, 2001 to be
accounted  for  using  the  purchase method.  Under SFAS No. 142, goodwill is no
longer subject to amortization over its estimated useful life.  Rather, goodwill
is  subjected  to  at  least  an  annual  assessment  for  impairment applying a
fair-market value based test.  Additionally, an acquired intangible asset should
be  separately  recognized  if  the  benefit of the intangible asset is obtained
through  contractual  or  other  legal rights, or if the intangible asset can be
sold,  transferred, licensed, rented, or exchanged, regardless of the acquirer's
intent  to  do  so.  SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived  Assets"  ("SFAS  144"),  addresses  the  impairment for all tangible
assets.  In  July  2002,  the  FASB  issued  SFAS  No. 146 "Accounting For Costs
Associated  With  Exit  or  Disposal  Activities "SFAS No. 146", which addresses
financial  accounting  and  reporting for costs associated with exit or disposal
activities and nullifies EITF Issue No. 94-3, "Liability Recognition for Certain
Employee  Termination  Benefits  and  Other Costs to Exit an Activity (including
Certain  Costs  Incurred I a Restructuring)."  SFAS 146 is effective for exit or
disposal  activities  that  are  initiated after December 31, 2002, with earlier
application  encouraged.  In  December  2002,  the  FASB  issued  SFAS  No. 148,
"Accounting  for Stock-Based Compensation-Transition and Disclosure-an amendment
of  FASB  Statement  No. 123" ("SFAS 148"), which amends FASB Statement No. 123,
Accounting  for  Stock-Based  Compensation,  to  provide  alternative methods of
transition  for  a voluntary change to the fair value based method of accounting
for  stock-based  employee compensation.  In addition, this Statement amends the
disclosure  requirements  of  Statement  123 to require prominent disclosures in
both  annual and interim financial statements about the method of accounting for
stock-based  employee compensation and the effect of the method used on reported
results.  SFAS  148  is  effective for voluntary changes to the fair value based
method made in fiscal years beginning after December 15, 2003.  The Company does
not  anticipate  these  pronouncements  will  have  a  significant impact on its
consolidated  financial  position  and  results  of  operations.


                                                                             F-9
<PAGE>
ALLOY STEEL INTERNATIONAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Foreign  Currency  Translation

Assets  and  liabilities of the Company's wholly-owned subsidiary are translated
into  U.S.  dollars  at  year-end  exchange rates, and revenues and expenses are
translated  at  average rates prevailing during the year.  Resulting translation
adjustments  are  recorded  as  a  component  of accumulated other comprehensive
income.

3.   INVENTORIES

Inventories consist of the following at September 30, 2002:

Raw materials   $ 50,748
Finished goods   107,521
                --------
                $158,269
                ========

4.   PREPAID  EXPENSES  AND  OTHER  CURRENT  ASSETS

Prepaid  expenses and other current assets consist of the following at September
30,  2002:

Prepaid expenses  $20,727
GST receivable     18,428
                  -------
                  $39,155
                  =======

5.   PROPERTY  AND  EQUIPMENT

Property  and  equipment  consists  of  the  following  at  September  30, 2002:

Plant and equipment            $  358,986
Furniture and fixtures             16,985
Vehicles                            7,435
Office and computer equipment      16,854
                               ----------
                                  400,260
Less accumulated depreciation     123,697
                               ----------
                                  276,563
Construction in progress          990,293
                               ----------

                               $1,266,856
                               ==========


                                                                            F-10
<PAGE>
ALLOY STEEL INTERNATIONAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


5.   PROPERTY  AND  EQUIPMENT  (CONTINUED)

Depreciation expense for the years ended September 30, 2002 and 2001 was $82,158
and  $40,087,  respectively.


6.   ACCOUNTS  PAYABLE  AND  OTHER  CURRENT  LIABILITIES

Accounts  payable  and  other  current  liabilities  consist of the following at
September  30,  2002:


Trade accounts payable  $345,053
Accrued salary           211,711
Royalties payable         98,244
                          11,626
                        --------
                        $666,634
                        ========

As  of  September 30, 2002, approximately $116,000 of accounts payable and other
current  liabilities  are  due  to  a  related  party.

7.   NOTES  PAYABLE


Notes  payable  at  September  30,  2002  consists  of  the  following:

Note payable (a)       $ 49,441
Note payable (b)         66,255
Note payable (c)         24,720
                       --------
                        140,416
Less current portion     32,814
                       --------

                       $107,602
                       ========

(a)  The  note  is  payable  in  monthly  installments  of  approximately $1,186
     including  interest  at  a rate of 6.60% per annum, with a final payment in
     November  2005.  The  note  is  collateralized by the underlying equipment.

(b)  The  note  is  payable  in  monthly  installments  of  approximately $1,626
     including  interest  at a rate of 6.435% per annum, with a final payment in
     October  2005.  The  note  is  collateralized  by the underlying equipment.

(c)  The note is payable in monthly installments of approximately $593 including
     interest  at  a  rate  of  6.6% per annum, with a final payment in November
     2005.  The  note  is  collateralized  by  the  underlying  equipment.


                                                                            F-11
<PAGE>
ALLOY STEEL INTERNATIONAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


7.   NOTES  PAYABLE  (CONTINUED)

Aggregate  annual  principal  payments  for  each  of  the following years areas
follows:

     YEAR ENDING SEPTEMBER 30,
                2003                  $   32,814
                2004                      35,019
                2005                      37,373
                2006                      35,210


8.   INCOME  TAXES

Income  (loss)  before  income  taxes for the years ended September 30, 2002 and
2001  were  taxed  in  the  following  jurisdictions:

               2002        2001

Australia  $ (34,998)  $ 725,370
US          (760,282)   (621,638)
           ----------  ----------

           $(795,280)  $ 103,732
           ==========  ==========

The  components  of  income  tax  expense (benefit) are as follows for the years
ended  September  30,  2002  and  2001:

            2002     2001
CURRENT
  Foreign  $3,467  $250,415
           ------  ---------


DEFERRED
  Foreign       -    (3,343)
           ------  ---------

           $3,467  $247,072
           ======  =========

As of September 30, 2002, the Company had US net operating loss carryforwards of
approximately $1,392,000 expiring through 2022 and Australian net operating loss
carryforwards  of  approximately  $48,000.


                                                                            F-12
<PAGE>
ALLOY STEEL INTERNATIONAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


8.   INCOME  TAXES  (CONTINUED)

The  components of the net deferred income tax asset consist of the following at
September  2002  and  2001:

                                      2002      2001

Deferred tax assets
  Net operating loss carryforwards  $481,191  $217,783
  Other                                7,355     4,254
                                    --------  --------
                                     488,546   222,037
Less valuation allowance             488,546   217,783
                                    --------  --------
                                           -     4,254
                                    --------  --------
Deferred tax liabilities
  Other                                          1,104
                                    --------  --------

Net deferred income tax asset       $      -  $  3,150
                                    ========  ========



SFAS  No. 109, requires that the Company record a valuation allowance when it is
more  likely  than not that some portion or all of the deferred income tax asset
will  not  be  realized.  The  change  in  the  valuation  allowance amounted to
approximately  $271,000  and $211,000 for the years ended September 30, 2002 and
2001,  respectively.  The ultimate realization of this deferred income tax asset
depends on the Company's ability to generate sufficient taxable income in future
years.

The  effective tax rate in 2002 and 2001 differs from the U.S. federal statutory
rate  as  follows:

                                2002      2001

U.S. federal statutory rate    (34.0)%    34.0%
Change in valuation allowance   34.0 %   204.0
                               -------  -------

Effective tax rate                 - %   238.0%
                               =======  =======


                                                                            F-13
<PAGE>
ALLOY STEEL INTERNATIONAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


9.   STOCK  OPTIONS

During  2000,  the  Company's  Board  of Directors adopted, and the stockholders
approved, the 2000 stock option plan (the Plan) pursuant to which 500,000 shares
of  common stock were reserved for issuance upon the exercise of options granted
to  key  employees,  members  of  the  Board of Directors and consultants of the
Company.  Options  under  the  Plan may be incentive stock options, nonqualified
stock  options,  or  any  combination  thereof,  and  the  Board  of  Directors
(Committee)  may  grant  options at an exercise price which is not less than the
fair  market  value  on  the  date  such  options  are granted. The Plan further
provides that the maximum period in which stock options may be exercised will be
determined  by  the Committee, except that they may not be exercisable after ten
years  from  the  date
of  grant  or  five years from the date of grant for any person owning more than
ten  percent  of  the  voting  power  of all classes of the Company's stock.  At
September  30,  2002,  there  were  no  stock  options  granted.


10.  COMMITMENTS  AND  CONTINGENCIES

The  Company leases its office and manufacturing space from a related party, for
approximately  $85,000  per  annum  plus  certain  expenses  (as  defined in the
agreement).  The  lease  expires  on  June  30,  2005.

Rent  expense for the years ended September 30, 2002 and 2001, was approximately
$86,000  and  $90,000,  respectively.

Royalty  Agreements

The  Company has a licensing agreement relating to the sale of certain products.
Under the terms of the agreement, the Company is required to pay royalties of 2%
on the net sales of the related products, calculated at the end of each quarter.
The  agreement  expires in 2025 and has three ten-year renewal options to extend
unless  written  notice  of non-renewal is given by either party within 120 days
prior  to  its  expiration.  At  September  30,  2002, approximately $98,244 was
payable  under  this  agreement  and  is  included in accounts payable and other
current  liabilities.

Royalty  expense  was  approximately  $42,000 and $56,000, respectively, for the
years  ended  September  30,  2002  and  2001.

Employment  Agreements

The  Company  has  employment  agreements  with  two  of its executives, who are
principal  stockholders,  requiring  the  payment  of  a  minimum  annual  base
compensation  of  approximately  $80,000  and  $150,000,  adjusted  annually for
increases  approved  by  the Board of Directors, but not less than the base year
amount,  plus incentive compensation based on the executives performance and the
Company's  success.  The agreements expire in 2005 and are automatically renewed
for  an  additional year unless written notice of non-renewal is given by either
party  within  180  days  prior to their expiration.  Approximately $230,000 has
been  expensed  under these agreements in the years ended September 30, 2002 and
2001,  and  is  included  in  selling,  general  and  administrative  expenses.


                                                                            F-14
<PAGE>
ALLOY STEEL INTERNATIONAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


11.  STOCKHOLDERS'  EQUITY

Common  Stock

In  October  2000,  the  Company  issued  1,250,000  shares of common stock to a
related party to acquire substantially all of the net assets of the Collier Unit
Trust-Acroplate  Division.  In  addition the Company acquired equipment from the
related  party,  which  is  under  construction  for  approximately  $880,000.

In  October  2000, the Company issued 3,413,750 shares of common stock to two of
its  officers, directors and stockholders of the Company to acquire a license to
utilize the 3-D Pipe Fitting Cladder process.  The Cladder is a computer-driven,
software-based  mechanical  system for industrial use, which the Company intends
to  commercialize  worldwide.  The  acquisition  was  recorded  at  $90,512.

In October 2000, the Company issued 3,340,000 shares of common stock in exchange
for  consulting  services.  Aggregate compensation for such services amounted to
$534,400,  of  which  approximately  $486,400 relates to agreements with related
parties.

The  Company  issued 50,000 shares to an officer and director for legal services
amounting  to  $8,000  recorded  in  the  year  ended  September  30,  2001.

In September 2001, the Company issued 200,000 shares to Cornell Capital Partners
("Cornell") relating to an equity line of credit agreement pursuant to which the
Company  could  sell  up to $10,000,000 of common stock back to Cornell.  During
the  fiscal  year ended September 30, 2002 this agreement was terminated and the
Company  expensed  the $600,000 relating to the stock issued for the equity line
of  credit  and  paid  in  capital  was  increased  by  $600,000.


12.  MAJOR  CUSTOMERS,  SUPPLIERS  AND  GEOGRAPHIC  INFORMATION

The  Company  had  revenues  from two customers in the years ended September 30,
2002  and  2001 aggregating approximately $1,260,000 and $981,000, respectively.
Accounts  receivable  due  from  these  customers were approximately $89,000 and
$62,000  at  September  30,  2002  and  2001,  respectively.

For  the  years  ended  September  30,  2002  and  2001,  the  Company purchased
approximately  86%  and  62%  of  its  inventories  from  three  suppliers.

For  the  years ended September 30, 2002 and 2001 revenues were derived from the
following:

                2002   2001

Australia/Asia   35 %    65%
South America    42 %    20%
US & Other       23 %    15%
                -----  -----

                100 %   100%
                =====  =====


                                                                            F-15
<PAGE>