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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 --------------
                                   FORM 10-KSB
                                 --------------


|X|     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
        OF 1934

           For the fiscal year ended: Jan 1, 2008 to December 31, 2008

|_|     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

                         For the transition period from:

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

                         Amstar Financial Services, Inc
                 (Name of small business issuer in its charter)

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

        Florida                           0-25803                65-0181535
(State or Other Jurisdiction            (Commission           (I.R.S. Employer
    of Incorporation)                   File Number)         Identification No.)


                 15921 SW 14th Street - Pembroke Pines FL 33027
                  [Mailing Address ONLY - NO Executive Office]

                                    No Phone
              (Registrant's telephone number, including area code)


                                       N/A
          (Former name or former address, if changed since last report)
                                 --------------
           Securities registered pursuant to Section 12(b) of the Act:

Title of each class                    Name of each exchange on which registered
-------------------                    -----------------------------------------


           Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value per share;                                  OTCBB
        SYMBOL AMAF

Preferred Stock Classes A, B, and C:
$0.001 par value per share;
All classes convert to Common.
<PAGE>

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 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.                                                              |X| Yes |_|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 this Form 10-KSB or any amendment to
this Form 10-KSB.                                                            |X|


Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).                                         Yes |_|   No |X|


State issuer's revenue for its most recent fiscal year.  ZERO REVENUE

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. $495,400 based on Dec 31, 2008 ASK .006
(OTCBB) (e)

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. 82,566,666  shares of Common
Stock outstanding as of December 31, 2008 (e)

                         ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

     1. NONE TO REPORT, NO BANKRUPTCY PROCEEDINGS
Check  whether the issuer has filed all  documents  and  reports  required to be
filed by Section 12, 13 or 15(d) of the

Securities Exchange Act of 1934 after the distribution of securities under a
plan confirmed by a court.                                      Yes |_|   No |_|


Transitional Small Business Disclosure Format (Check one):      Yes |_|   No |X|



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<PAGE>

                                      INDEX

                                     PART I


Financial Statements - 12/31/08

                                     PART II

Item 1.         Description of Business.                                       1

Item 2.         Description of Property.                                       1

Item 3.         Legal Proceedings.                                             1

Item 4.         Submission of Matters to a Vote of Security Holders.           2

Item 5.         Market for Common Equity and Related Stockholder
                Matters and Small Business Issuer Purchases of
                Equity Securities.                                             2

Item 6.         Managements' Discussion and Analysis or Plan of Operation.     2

Item 7.         Financial Statements.                                          2

Item 8.         Changes in and Disagreements With Accountants on Accounting
                and Financial Disclosure.                                      2

Item 8A.        Controls and Procedures.                                       2

Item 8B.        Other Information.                                             2


                                    PART III

Item 9.         Directors, Executive Officers, Promoters, Control Persons
                and Corporate Governance; Compliance With Section 16(a) of
                the Exchange Act.                                              2

Item 10.        Executive Compensation.                                        3

Item 11.        Security Ownership of Certain Beneficial Owners and
                Management and Related Stockholder Matters.                    3

Item 12.        Certain Relationships and Related Transactions, and
                Director Independence.                                         3

Item 13.        Exhibits.                                                      3

Item 14.        Principal Accounting Fees and Services.                        3

Item 15.        Risk Factors

SIGNATURES                                                                     3


                                       i
<PAGE>
<TABLE>
<CAPTION>
<S>                                                 <C>         <C>               <C>                    <C>
                         AMSTAR FINANCIAL SERVICES, INC.


AmStar Financial Services, Inc.
Balance Sheet (unaudited internal)
Dec 31, 2008


                                                        ---------------------------------------------------
                                          Dec 31, 08     Sept 30, 08        June 30,08        March 31,08
                                        --------------  --------------    --------------    ---------------
ASSETS
  Other Assets
        Florida MLL                                -0-          75,000            75,000                -0-
        Goodwill                             4,836,911       4,836,911         4,836,911          4,836,911
        Other Assets                            67,693          67,693            67,693             63,693
                                        --------------  --------------    --------------    ---------------
  Total Other Assets                         4,904,604       4,979,604         4,979,604          4,900,604
                                        --------------  --------------    --------------    ---------------

TOTAL ASSETS                                 4,904,604       4,979,604         4,979,604          4,900,604
                                        ==============  ==============    ==============    ===============

LIABILITIES & EQUITY
  Liabilities
    Current Liabilities
       Other Liabilities
                Corp Inc Taxes                  12,855          12,855            12,855             12,855
                Due Value Fin                      -0-          25,106            17,606             10,186
                                        --------------  --------------    --------------    ---------------
       Total Other Liabilities                  12,855          37,961            30,461             22,961
                                        --------------  --------------    --------------    ---------------

    Total Current Liabilities                   12,855          37,961            30,461             22,961
                                        --------------  --------------    --------------    ---------------

  Total Liabilities                             12,855          37,961            30,461             22,961
                                        --------------  --------------    --------------    ---------------

  Equity
    Common Stock                                82,567          82,567            82,567             78,567
    Paid In Capital                         16,576,159      16,576,159        16,576,159         16,501,159
    Retained Earnings                      -11,746,212     -11,696,318       -11,688,818        -11,681,318
    Series A conv                               18,782          18,782            18,782             18,782
    Series B conv                                  842             842               842                842
    Unearned/Restricted Stock                  -40,389         -40,389           -40,389            -40,389
                                        --------------  --------------    --------------    ---------------
  Total Equity                               4,891,749       4,941,643         4,949,143          4,877,643
                                        --------------  --------------    --------------    ---------------


TOTAL LIABILITIES & EQUITY                   4,904,604       4,979,604         4,979,604          4,900,604
                                        --------------  ==============    ==============    ===============
</TABLE>

                                       ii
<PAGE>
<TABLE>
<CAPTION>
<S>                                         <C>        <C>            <C>            <C>            <C>
AmStar Financial Services, Inc.
Income and Expense Report
(Unaudited Internal)
Dec 31, 2008


                                        YTD 08     Dec 31, 08   Sept 30, 08      Jun 30, 08    Mar 30, 08
                                        ------     ----------   -----------      ----------    ----------
    Ordinary Income/Expense
        Expense
                Administrative Fee         -0-        -25,106         7,500          10,106         7,500
                Taxes, Income           12,855            -0-           -0-          12,855           -0-
                                       -------     ----------   -----------      ----------    ----------
        Total Expense                   12,855        -25,106         7,500          22,961         7,500
                                       -------     ----------   -----------      ----------    ----------
  Net Ordinary Income                  -12,855         25,106        -7,500         -22,961        -7,500
                                       -------     ----------   -----------      ----------    ----------

Net Income                             -12,855         25,106        -7,500         -22,961        -7,500
                                       -------     ----------   ===========      ==========    ==========

</TABLE>


                                      iii
<PAGE>

                                     PART II


                         AMSTAR FINANCIAL SERVICES, INC.
                          NOTES TO FINANCIAL DISCLOSURE
                                December 31, 2008



Item 1.         Description of Business.

Amstar Financial Services,  Inc. as disclosed on an 8K filed March 1 2004 ceased
its prior mortgage banking operations in February 2004. The Company subsequently
entered into a Florida  Assignment for the Benefit of Creditors on March 4, 2004
and emerged  without  material  creditor or  shareholder  challenge on March 23,
2005.

The Assignment was managed by Michael Moecker and Associates of Fort Lauderdale,
Florida.  Amstar handed over control of all its assets,  and Moecker  liquidated
them as  appropriate  and under the  supervision of the courts - to pay Amstar's
expenses and  creditors.  To the best of our belief all creditors of record were
notified by Moecker and given an opportunity to participate in a distribution of
Amstar's   assets,   if  any.  By  electing  to  participate  in  any  potential
distribution,  the creditor  stayed certain  creditor  rights.  Moecker  records
indicated  all known  creditors  elected to  participate  resulting  in no known
litigation or collection activity involving Amstar to date.

When  the  Assignment  was  complete  in  2005  Amstar  had no  tangible  assets
remaining.

The Company did not operate during 2004,  2005,  2006, or 2007.  However in 2008
the Company built and launched its Internet Property known as www.amstarweb.com.
The business plan called for the funding and  launching of a Warehouse  Facility
specifically devoted to serving Reverse Mortgage Lenders.  Since then management
has been attempting to identify funding for  implementation of the business plan
discussed on the site.

Because of recent negative events in the financial markets and the weak domestic
economy in general little was  accomplished  during the fourth quarter 2008. The
current state of the secondary market and mortgage industry has delayed investor
interest.  At this time efforts to fund the plan have stalled due to the current
economic downturn. Management continues to use its best efforts to create future
shareholder  value.  This may include  consideration of an alternative  business
plan.

Item 2.         Description of Property.

Amstar has no property in its possession.


Item 3.         Legal Proceedings.

Amstar is not involved in any legal  proceedings  nor does it have  knowledge of
any pending legal proceedings.

                                      F-1
<PAGE>

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

Amstar has no matters submitted to a vote of Security Holders.

Item 5.         Market for Common Equity and Related Stockholder Matters and
                Small Business Issuer Purchases of Equity Securities.

There is no current market for Amstar's Common Equity.  The common stock remains
available via the Pink Sheet Exchanges.

Item 6.         Managements' Discussion and Analysis or Plan of Operation.

Because of the  economic  conditions  discussed  in Item 1,  AmStar is  actively
considering alternative strategies to create shareholder value.

Item 7.         Financial Statements.

Attached are 12/31/08 unaudited internal financial statements.  We have no funds
to retain an accountant.

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

Amstar  had no known  disagreements  with its prior  Accountants  regarding  its
financial reports or accounting  disclosure.  For this annual report the Company
elected to provide unaudited internal financial statements because the prior CPA
firm merged into a larger entity and Amstar has no funds available to retain the
new  firm.  The  Company  interviewed  several  alternate  accounting  firms  in
preparation  for this annual  report but due to lack of funds has  submitted the
report using unaudited internal accounting  compilations.  These are not audited
financials.

Item 8A.        Controls and Procedures.

Presently  there are  minimal  controls or  procedures  in place  regarding  the
business.  Appropriate  controls and procedures will be developed as promptly as
they become necessary.


Item 8B.        Other Information.

None.

                                    PART III

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

There are two  directors;  Nelson A. Locke and  Charles M.  Kluck.  There are no
corporate committees at this time.

                                      F-2
<PAGE>

Item 10.        Executive Compensation.

Presently  there is no current  Executive  Compensation.  The corporation has no
liquidity.  Mr.  Locke  and Mr.  Kluck  retain  the  right to assert a claim for
compensation at a future time as appropriate.

The Directors  waived  management fees for the difficult  fourth  quarter.  They
forgave all year to date  management  fees due to them in exchange  for AmStar's
return to them of the dormant mortgage lender's license.


Item 11.        Security Ownership of Certain Beneficial Owners and Management
                and Related Stockholder Matters.

There are 18,782,097  shares of Preferred  Class A owned  primarily by Mr. Locke
and Mr.  Kluck.  There are 841,666  shares of  Preferred  Class B owned by other
parties. There are no shares outstanding of Preferred Class C.


Item 12.        Certain Relationships and Related Transactions, and Director
                Independence.

None.

Item 13.        Exhibits.

None.

Item 14.        Principal Accounting Fees and Services.

Please  refer to the  attached  unaudited  internal  financial  reports for this
information.

Item 15.        Risk Factors

AmStar has been working to launch a Mortgage Warehouse Facility specifically for
short term  funding of  federally  insured FHA  Reverse  Mortgage  product.  The
investor  related risks involved with FHA Insured Reverse  Mortgage  product are
different  from  non-FHA  Mortgage  product  and the  product is  emerging as an
important  mortgage product for the future.  However it is uncertain if AmStar's
plan will succeed and AmStar and its management and directors make no guarantees
of any kind as to AmStar's  future  success,  if any. The results of a plan like
this are subject to risks and uncertainties  that could cause actual performance
to differ  materially  from those  expected.  Factors  that  might  cause such a
difference  include the possibility of continued decline in the domestic housing
market further  depressing home values,  higher than anticipated  interest rates
requiring a higher  coupon than  originally  planned on the  warehouse  facility
money,  slower access to the investor  funding needed,  greater than anticipated
warehouse operating costs,  potential issuance of additional shares, the adverse
outcome of  currently  unforeseen  litigation,  the decline of  availability  of
suitable reverse mortgage product at reasonable rates, and a continuation of the
current downturn in general economic conditions.

                                      F-3
<PAGE>

SIGNATURES

In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act of  1934,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.


Date:
                                        Amstar Financial Services, Inc.

                                        By:   /s/ [Nelson A. Locke]
                                              ----------------------------------
                                              [Nelson A. Locke]
                                              [CEO and Director]

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


    Signature                           Title                         Date
--------------------    ------------------------------------    ----------------
/s/ Nelson A. Locke     Chief Executive Officer and Director    February 6, 2009

/s/ Charles M. Kluck    President and Director                  February 6, 2009










                                      F-4