U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)

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

                      For the year ended December 31, 2002

                                       OR

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

            For the transition period from __________ to __________

                        Commission File Number 000-32449

                        STARLITE ACQUISITION CORPORATION
               --------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in its Charter)


           Delaware                                     11-3583387
-------------------------------              -----------------------------
(State or Other Jurisdiction of                      (IRS Employer
Incorporation or Organization)                    Identification No.)



                    13 McCulloch Drive, Dix Hills, NY 11746
                    ---------------------------------------
                    (Address of Principal Executive Offices)

                                 (631) 499-6128
                          ---------------------------
              (Registrant's Telephone Number, Including Area Code)

                                       N/A
           ---------------------------------------------------------
              (Former Name, Former Address, and Former Fiscal Year,
                         if Changed Since Last Report)


Check  whether the Issuer (1) 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 registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days.
Yes [X]  No [ ]

         State the  number of shares of each of the  issuer's  classes of common
equity  outstanding as of the latest  practicable  date: Common Stock, par value
$0.0001 per share: 5,000,000 shares outstanding as of December 31, 2002.


<PAGE>
                        STARLITE ACQUISITION CORPORATION
                          (A Development Stage Company)

                                     PART I
ITEM 1.  DESCRIPTION OF BUSINESS

         Starlite  Acquisition  Corporation  (the "Company") was incorporated on
January 16, 2001 under the laws of the State of Delaware to engage in any lawful
corporate  undertaking,  including,  but not  limited to,  selected  mergers and
acquisitions.  The Company has been in the  developmental  stage since inception
and  has no  operation  to  date  other  than  issuing  shares  to its  original
shareholder.

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

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

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

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

         GGM Capital  Corporation may only locate potential target companies for
the Company and is not  authorized to enter into any agreement  with a potential
target  company  binding the Company.  The Company's  agreement with GGM Capital
Corporation  is not  exclusive  and GGM Capital  Corporation  has  entered  into
agreements  with other  companies  similar to the Company on similar terms.  GGM
Capital  Corporation may provide  assistance to target companies incident to and
following a business  combination,  and receive payment for such assistance from
target companies.

ITEM 2.  DESCRIPTION OF PROPERTY

         The Company has no  properties  and at this time has no  agreements  to
acquire any properties.  The Company currently uses the offices of management at
no cost to the Company. Management has agreed to continue this arrangement until
the Company completes an acquisition or merger.

ITEM 3.  LEGAL PROCEEDINGS

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

                                       1
<PAGE>
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

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

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The  National  Securities  Market  Improvement  Act of 1996 limited the
authority of States to impose restricting upon sales of securities make pursuant
to Sections 4(1) and 4(3) of the Securities Act of companies  which file reports
under  Sections  13 or 15(d) of the  Exchange  Act.  As a  result,  sales of the
Company's  common stock in the  secondary  market by the holders  thereof may be
made  pursuant to Section  4(1) of the  Securities  Act (sales  other than by an
issuer,  underwriter or broker) without  qualifications  under state  securities
acts.

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

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

         If  after a  business  combination,  the  Company  does  not  meet  the
qualifications  for listing on the Nasdaq SmallCap Market, the Company may apply
for quotation of its securities on the NASD OTC Bulletin Board. In certain cases
the  Company  may  elect to have its  securities  initially  quoted in the "pink
sheets" published by the National Quotation Bureau, Inc.

         To have its securities  quoted on the NASD OTC Bulletin Board a company
must:
         (1)  be a company that reports its current financial information to the
              Securities  and  Exchange   Commission,   banking   regulators  or
              insurance regulators:
         (2)  has at least one market maker who  completes  and files a Form 211
              with NASD Regulation, Inc.

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

         In general  there is greatest  liquidity  for traded  securities on the
Nasdaq SmallCap  Market,  less on the NASD OTC Bulletin Board, and least through
quotation by the National Quotation Bureau, Inc. on the "pink sheets". It is not
possible to predict  where,  if at all,  the  securities  of the Company will be
traded following a business combination.

                                       2
<PAGE>

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

                                                    Number of
Date                  Name                          Shares        Consideration
-----------------     --------------------------    ----------    -------------
February 16, 2001     GGM Capital Corporation (1)   5,000,000     $500

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

ITEM 6.  SELECTED FINANCIAL DATA

         Reference is made to the audited financial  statements included in this
report.

ITEM 7.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITIONS  AND
         RESULTS OF OPERATIONS

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

         The Company was formed to engage in a merger with or
acquisition of an unidentified foreign or domestic private company which desires
to become a reporting  company whose  securities have been registered  under the
Exchange  Act.  The  Company  may be deemed to meet the  definition  of a "blank
check"  company  contained in Section (7) (b) (3) of the Securities Act of 1933,
as amended.

         Management  believes  that  there  are  perceived  benefits  to being a
reporting  company  which may be  attractive  to foreign  and  domestic  private
companies.

         These benefits are commonly thought to include:

         (1)  the ability to use  securities  to make  acquisition  of assets or
              businesses;
         (2)  increased visibility in the financial community;
         (3)  the facilitation of borrowing from financial institutions;
         (4)  improved trading efficiency;
         (5)  the potential for shareholder liquidity;
         (6)  greater ease in subsequently raising capital;
         (7)  compensation of key employees  through options for stock for which
              there may be a public market;
         (8)  enhanced corporate image; and,
         (9)  a presence in the United States capital market.

         A private  company which may be  interested  in a business  combination
with the Company may include:

         (1)  a company  for which a primary  purpose of  becoming  a  reporting
              company is the use of its securities for the acquisition of assets
              or businesses;
         (2)  a company which is unable to find an underwriter of its securities
              or is  unable  to find  an  underwriter  of  securities  on  terms
              acceptable to it;

                                       3
<PAGE>



         (3)  a company  which  wishes to become a reporting  company  with less
              dilution  of its common  stock than would occur  normally  upon an
              underwriting;
         (4)  a company which believes that it will be able to obtain investment
              capital on more  favorable  terms  after it has become a reporting
              company;
         (5)  a foreign  company which may wish an initial entry into the United
              States securities market; (6) a company seeking one or more of the
              other benefits believed to attach to a reporting company.

         The Company is authorized to enter into a definitive  agreement  with a
wide variety of private  businesses  without  limitation as to their industry or
revenues. It is not possible at this time to predict with which private company,
if any, the Company  will enter into a definitive  agreement or what will be the
industry, operating history, revenues, future prospects or other characteristics
of that company.

         As of the  date  hereof,  the  Company  has  not  entered  into a final
agreement for a business  combination.  When a business combination is effected,
if at all, the Company will file notice of such  transaction with the Securities
and  Exchange  Commission  of Form 8-K.  Persons  reading  this Form  10-QSB are
advised to see if the Company has subsequently filed a Form 8-K.

         The  current  shareholders  of the  Company  have agreed not to sell or
otherwise transfer any of their common stock of the Company except in connection
with a business combination.

         The Company does not intend to trade its  securities  in the  secondary
market  until  completion  of a business  combination.  It is  anticipated  that
following such  occurrence the Company will take the steps required to cause its
common stock to be admitted to  quotation on the NASD OTC Bulletin  Board or, if
it then  meets the  financial  and other  requirements  thereof,  on the  Nasdaq
SmallCap Market, National Market System or regional or national exchange.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Refer to the Index on Page F-1 of the Financial Report included herein.

ITEM 9.  CHANGES IN  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
              DISCLOSURE

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Starlite has one Director and Officer as follows:

            Name                 Age           Positions and offices held
            --------------       -----         -------------------------------
            Thomas Camarda       55            President, Secretary, Director

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

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


                                       4
<PAGE>


         Thomas Camarda has served as the  President,  Secretary and Director of
Starlite  since it's  inception  on January 16,  2001.  Mr.  Camarda is also the
President of Tac Equities,  Inc., a private  consulting company which he founded
in 1985. Mr. Camarda has been  self-employed,  acting as a consultant to various
different  companies,  both public and private,  for the past ten years and form
1979 to the present he has been  associated  in various  capacities  with R.C.M.
Operating Co., which provided computerized bookkeeping services.

FUTURE BLANK CHECK COMPANIES

         Thomas  Camarda,  the  president of  Starlite,  is involved in creating
additional  companies  similar to this one. The initial business purpose of each
of these companies is to engage in a business  combination  with an unidentified
company or companies  and each will be classified as a blank check company until
completion of a business combination.

         Generally target companies will be located for Starlite and other to be
created  identical blank check companies in  chronological  order of the date of
formation of such blank check companies or, in the case of blank check companies
formed on the same date, alphabetically.  However, certain blank check companies
may differ from Starlite in certain items such as place of incorporation, number
of shares and  shareholders,  working capital,  types of authorized  securities,
preference of a certain blank check name by management of the target company, or
other  items.  It may be that a target  company may be more  suitable for or may
prefer a certain  blank check  company  formed after  Starlite.  In such case, a
business  combination  might be  negotiated  on behalf of the more  suitable  or
preferred blank check company regardless of date of formation.

CONFLICTS OF INTEREST

         Thomas  Camarda,  Starlite's  sole  officer  and  director,  expects to
organize  other  companies  of a similar  nature  and with a similar  purpose as
Starlite.  Consequently,  there are potential  inherent conflicts of interest in
acting as an officer  and  director of  Starlite.  In  addition,  insofar as Mr.
Camarda is engaged in other business activities, he may devote only a portion of
his time to Starlite's affairs.

         A conflict may arise in the event that another blank check company with
which Mr.  Camarda is affiliated  also actively  seeks a target  company.  It is
anticipated  that target  companies will be located for Starlite and other blank
check  companies in  chronological  order of the date of formation of such blank
check  companies  or,  in the case of blank  check  companies  may  differ  from
Starlite in certain items such as place of  incorporation,  number of shares and
shareholders,  working capital, types of authorized securities,  or other items.
It may be that a target  company may be more  suitable or preferred  blank check
company regardless of date of formation.  However,  Mr. Camarda's beneficial and
economic  interest  in all blank  check  companies  with  which he is  currently
involved is identical.

         Mr.  Camarda  intends  to  devote  as much  time to the  activities  of
Starlite  as  required.  However,  should  such a  conflict  arise,  there is no
assurance  that Mr.  Camarda would not attend to other matters prior to those of
Starlite.  Mr.  Camarda  estimated  that the  business  plan of Starlite  can be
implemented  in theory by devoting  approximately  10 to 25 hours per month over
the course of several months but such figure cannot be stated with precision

         Mr. Camarda is the president,  director and controlling  shareholder of
GGM Capital Corporation,  a Delaware corporation,  which is the sole shareholder
of Starlite. At the time of a business combination, some or all of the shares of
common  stock owned by GGM Captial  Corporation  may be  purchased by the target
company or retired by Starlite.  The amount of common stock sold or continued to
be owned by GGM Capital Corporation cannot be determined at this time.



                                       5
<PAGE>

         The terms of a  business  combination  may  include  such  terms as Mr.
Camarda  remaining  a director or officer of  Starlite.  The terms of a business
combination  may  provide  for a payment  by cash or  otherwise  to GGM  Capital
Corporation for the purchase or retirement of all or part of its common stock of
Starlite by a target company or for services rendered incident to or following a
business combination. Mr. Camarda would directly benefit from such employment or
payment. Such benefits may influence Mr. Camarda's choice of a target company.

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

         There are no binding  guidelines or procedures for resolving  potential
conflicts of interest. Failure by management to resolve conflicts of interest in
favor of Starlite could result in liability of management to Starlite.

ITEM 11. EXECUTIVE COMPENSATION

         Starlite's  officer and director does not receive any  compensation for
his services  rendered to Starlite,  has not received such  compensation  in the
past,  and is not  accruing  any  compensation  pursuant to any  agreement  with
Starlite,  However, the officer and director of Starlite  anticipates  receiving
benefits  as a  beneficial  shareholder  of  Starlite,  and as the  officer  and
director and controlling  shareholder of GGM Capital  Corporation.  See "ITEM 5.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Conflicts of Interest".

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

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following  table sets forth each person known by Starlite to be the
beneficial  owner  of five  percent  or more of  Starlite's  Common  Stock,  all
directors  individually  and all  directors and officers of Starlite as a group.
Except as noted, each person has a sole voting and investment power with respect
to the shares shown.
<TABLE>
<CAPTION>

                              Name and Address             Amount of Beneficial            Percentage of
                             Of Beneficial Owner                Ownership                      Class
                  ---------------------------------    -----------------------------   ----------------------

<S>                                                             <C>                            <C>
                  GGM Capital Corporation (1)                   5,000,000                      100%
                  13 McCulloch Drive
                  Dix Hills, NY 11746

                  Thomas Camarda (2)                            5,000,000                      100%
                  13 McCulloch Drive
                  Dix Hills, NY 11746

                  All Executive Officers and                    5,000,000                      100%
                  Directors as a Group (1 person)
</TABLE>



                                       6
<PAGE>


         (1)  Mr. Camarda is the  controlling  shareholder and sole director and
              Officer of GGM Capital Corporation. GGM Capital Corporation serves
              as a marketing and consulting company. GGM Capital Corporation has
              agreed to provide  certain  assistance  to  Starlite  in  locating
              potential target companies, and to pay all costs of Starlite until
              a  business  combination,  without  reimbursement.  See  "PLAN  OF
              OPERATION General Business Plan".

         (2)  As the controlling  shareholder,  sole director and officer of GGM
              Capital  Corporation,  Mr.  Camarda is deemed to be the beneficial
              owner  of the  common  stock  of  Starlite  owned  by GGM  Capital
              Corporation.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Starlite has issued a total of 5,000,000  shares of Common Stock to the
following persons for a total of $500 in cash:

     Name                          Number of Total Shares       Consideration
     -------------------------     -------------------------    -------------
     GGM Capital Corporation             5,000,000                  $500

         Mr. Camarda is the sole director, controlling shareholder and president
of GGM  Capital  Corporation.  With  respect  to the sales  made to GGM  Capital
Corporation,  Starlite  relied upon Section 4 (2) of the Securities Act of 1933,
as amended (the "Securities Act") and Rule 506 promulgated thereunder.

ITEM 14. CONTROLS AND PROCEDURES

         Evaluation of Disclosure Controls and Procedures

         An evaluation of the Company's  disclosure  controls and procedures was
performed by the Company's President.  Based upon that evaluation, the Company's
disclosure  controls and  procedures  are  effective to insure that all material
information  required to be filed in this Annual Report on Form 10-KSB have been
made known in a timely fashion.

         Changes in Internal Controls

         There have been no significant  changes  (including  corrective actions
with regard to significant  deficiencies or material weaknesses) in our internal
controls or in other  factors that could  significantly  affect  these  controls
subsequent tot he Evaluation Date set forth above.











                                       7
<PAGE>


                                     PART IV

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

         (a) (1) Financial Statements:

         The financial  statements are included  herein as required under Item 8
of this Annual Report on Form 10-KSB. See Index on page F-1.

         (2) Financial Statement Schedules

         Financial  statement  schedules have been omitted since they are either
not required, not applicable or the information is otherwise included.

         (3) Exhibits

         99.1  Certification by Thomas Camarda,  President pursuant to 18 U.S.C.
         Section 1350, as adopted  pursuant to Section 906 of the Sarbanes-Oxley
         Act.

         Reports of Form 8-K

         None


                                   SIGNATURES
                                   ----------

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


                                     STARLITE ACQUISITION CORPORATION


                                     By: /s/ Thomas Camarda
                                        --------------------------------
                                             Thomas Camarda, President
Dated: April 22, 2003














                                       8
<PAGE>

                                  CERTIFICATION


         I, Thomas Camarda, certify that:

1.       I  have  reviewed  this  annual  report  of  Form  10-KSB  of  Starlite
         Acquisition Corporation;

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

         a)   Designed such  disclosure  controls and  procedures to ensure that
              material  information  relating to the  registrant,  including its
              consolidated subsidiary,  is made know to me by other 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  my   conclusions   about  the
              effectiveness  of the disclosure  controls and procedures based on
              our evaluation as of the Evaluation Date;

5.       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 function);

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

         Date: April 22, 2003

         /s/  Thomas Camarda
         --------------------------------
              Thomas Camarda, President





                                       -9-


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                              FINANCIAL STATEMENTS

    Set forth below are the audited financial statements of Starlite Acquisition
    Corporation  for the year ended December 31, 2002 and for the period January
    16, 2001 (Date of Inception) to December 31, 2001.  The following  financial
    statements are included in this report and filed as a part thereof.





                        STARLITE ACQUISITION CORPORATION

                          (A Development Stage Company)

<TABLE>
<CAPTION>

                                    CONTENTS
                                    --------



                                                                                              Page
                                                                                              ----

<S>                                                                                            <C>
    Independent Auditor's report                                                               F-2

    Balance sheets as of December 31, 2002 and December 31, 2001                               F-3

    Statement of  operations  for the year ended  December  31, 2002 and for the
       period January 16, 2001 (Date of Inception) to December 31, 2001                        F-4

    Statement of  Stockholders'  equity for the period January 16, 2001 (Date of
        Inception) to December 31, 2002                                                        F-5

    Statement of cash flows for the year  ended  December  31,  2002 and for the
       period from January 16, 2001 (Date of Inception) to December 31, 2001                   F-6

    Notes to financial statements                                                              F-7


</TABLE>














                                      F-1
<PAGE>




                        REPORT OF INDEPENDENT ACCOUNTANT


The Board of Directors of :
Starlite Acquisition Corporation
(A Development Stage Company)

We  have  audited  the  accompanying   balance  sheet  of  Starlite  Acquisition
Corporation  (A  Development  Stage  Company)  as of  December  31, 2002 and the
related  statements of operations,  stockholders'  equity and cash flows for the
years then ended.  These  financial  statements  are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based upon our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,   the  financial   position  of  Starlite   Acquisition
Corporation (A  Development  Stage Company) as of December 31, 2002 and December
31,  2001 and the  results of its  operations  and cash flows for the years then
ended in conformity with generally accepted accounting principles.


April 23, 2003

/s/ Jerome Rosenberg
----------------------------
Jerome Rosenberg, CPA, P.C.
Melville, NY 11747








                                      F-2
<PAGE>


<TABLE>
<CAPTION>

                        STARLITE ACQUISITION CORPORATION

                          (A Development Stage Company)

                                  BALANCE SHEET

                  As of December 31, 2002 and December 31, 2001



                                                            ASSETS              Dec. 31,    Dec. 31,
                                                                                 2001        2001
                                                                                -------    -------

         CURRENT ASSETS:
<S>                                                                             <C>        <C>
  Cash                                                                          $ 2,000    $   500
  Due from parent                                                                  --
                                                                                             1,500
                                                                                -------    -------
           Total assets                                                         $ 2,000    $ 2,000
                                                                                =======    =======


                                         LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
  Accrued NYS Franchise taxes payable                                               116    $   155
  Due to parent                                                                   1,655      1,500
                                                                                -------    -------
           Total liabilities                                                      1,771      1,655
                                                                                -------    -------

STOCKHOLDERS EQUITY:

  Preferred stock, $.0001 par value, 20,000,000 shares
    authorized; none issued and outstanding                                        --         --
  Common stock, $.0001 par value, 100,000,000 shares
    authorized; 5,000,000 issued and outstanding                                    500        500
  Retained earnings (deficit)                                                      (271)      (155)
                                                                                -------    -------

           Total stockholders' equity                                               229        345
                                                                                -------    -------
       Total liabilities and stockholders' equity                               $ 2,000    $ 2,000
                                                                                =======    =======
</TABLE>





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


                                      F-3
<PAGE>

                        STARLITE ACQUISITION CORPORATION

                          (A Development Stage Company)

                             STATEMENT OF OPERATIONS

           For the years ended December 31, 2002 and December 31, 2001




                       Dec. 31,          Dec. 31,
                        2002             2001
                      --------          -------

Revenue               $--               $--

Expenses               (116)             (155)
                      -----             -----

Net income            $(116)            $(155)
                      =====             =====











    The accompanying notes are an integral part of these financial statements

                                      F-4
<PAGE>

                        STARLITE ACQUISITION CORPORATION

                          (A Development Stage Company)

                        STATEMENT OF STOCKHOLDERS' EQUITY

  For the period from January 16, 2001 (Date of Inception) to December 31, 2002

<TABLE>

                                                                     Common
                                                                     Stock            Retained
                                                              ---------------------   Earnings
                                                                Shares      Amount    (Deficit)      Total
                                                              ---------   ---------   ---------    ---------

<C>                                                           <C>         <C>         <C>          <C>
January 16, 2001 - Issuance of common stock                   5,000,000   $     500        --      $     500

                                                              ---------   ---------   ---------    ---------
Balances at February 28, 2001                                 5,000,000   $     500   $    --      $     500

Net loss - year ended December 31, 2001                            --          --     $    (155)        (155)

                                                              ---------   ---------   ---------    ---------
Balances at December 31, 2001                                 5,000,000   $     500   $    (155)   $     345

Net loss - year ended December 31, 2002                           --          --           (116)        (116)

                                                              ---------   ---------   ---------    ---------
Balances at December 31, 2002                                 5,000,000   $     500   $    (271)   $     229
                                                              =========   =========   =========    =========
</TABLE>





    The accompanying notes are an integral part of these financial statements



                                      F-5
<PAGE>

<TABLE>
<CAPTION>

                        STARLITE ACQUISITION CORPORATION

                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS

           For the years ended December 31, 2002 and December 31, 2001



                                                                                  Dec. 31,   Dec. 31,
                                                                                    2002      2001
                                                                                  --------   --------
<S>                                                                               <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                                               $  (116)   $  (155)
  Adjustments to reconcile net income to net cash used in operating activities:
  Decrease in accrued NYS Franchise tax payable                                       (39)       155
                                                                                  -------    -------

NET CASH FROM OPERATING ACTIVITIES                                                   (155)      --
                                                                                  -------    -------

CASH FLOWS FROM INVESTING ACTIVITIES:                                                --         --
                                                                                  -------    -------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of common shares                                                          --          500
  (Increase) decrease in due from parent                                            1,500     (1,500)
  Increase in due to parent                                                           155      1,500
                                                                                  -------    -------

NET CASH PROVIDED BY FINANCING ACTIVITIES                                           1,655        500
                                                                                  -------    -------

Increase in cash                                                                    1,500        500

Cash, beginning of period                                                             500       --
                                                                                  -------    -------

Cash, end of period                                                               $ 2,000    $   500
                                                                                  =======    =======
</TABLE>



    The accompanying notes are an integral part of these financial statements


                                      F-6
<PAGE>

                        STARLITE ACQUISITION CORPORATION
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                             As of December 31, 2002


NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.       Organization and Business Operations

         Starlite  Acquisition  Corporation (a development  stage company) ("the
         Company") was  incorporated in Delaware on January 16, 2001 to serve as
         a  vehicle  to  effect a  merger,  exchange  of  capital  stock,  asset
         acquisition  or other business  combination  with a domestic or foreign
         private  business.  As of December  31,  2002,  the Company had not yet
         commenced  any formal  business  operations,  and all  activity to date
         relates to the  Company's  formation  and proposed  fund  raising.  The
         Company's  fiscal  year end is  December  31st for both  financial  and
         income tax purposes.

         The Company's  ability to commence  operations  is contingent  upon its
         ability to identify a prospective target business and raise the capital
         it will  require  through  the  issuance  of  equity  securities,  debt
         securities, bank borrowings or a combination thereof.

B.       Use of Estimates

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

C.       Cash and Cash Equivalents

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

D.       Income Taxes

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



                                      F-7
<PAGE>

                        STARLITE ACQUISITION CORPORATION
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

                             As of December 31, 2002


NOTE 3 - STOCKHOLDERS' EQUITY

A.       Preferred Stock

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

B.       Common Stock

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

NOTE 4 - AGREEMENT

         On February  16,  2001,  the Company  signed an  agreement  with GGM, a
         related entity (See Note 3). The Agreement calls for GGM to provide the
         following services,  without reimbursement from the Company,  until the
         Company successfully enters into a business combination as described in
         Note 1A,:

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

NOTE 5 - RELATED PARTIES

         Thomas  Camarda is the sole officer and  director of the  Company.  Mr.
         Camarda owns a controlling  interest in the  outstanding  stock of GGM.
         (See Note 3)



                                      F-8
<PAGE>