SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
                                   -----------
(Mark One)
[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
         OF 1934 For the fiscal year ended December 31, 2001

                                       OR

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

                         Commission file number 0-32449

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

       Delaware                                           11-3583387
-------------------------------                        ----------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)
Identification No.)

                     13 McCulloch Drive, Dix Hills, NY 11746
               (Address of principal executive offices) (zip code)

                     Issuer's Telephone Number: 631/499-6128


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

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]

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

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

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

             Class                           Outstanding at December 31, 2001
-------------------------------              --------------------------------
Common Stock, par value $0.0001                            5,000,000

Documents incorporated by reference:    None

                                       1
<PAGE>


                                    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  operations  to date  other  than  issuing  shares  to its  original
shareholder.

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

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

         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
candidates  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.

                                       2
<PAGE>

         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.

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  restrictions  upon  sales of  securities  made
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  qualification  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 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.

                                       3
<PAGE>

         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.

      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.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

          The Company has been in the  developmental  stage since  inception and
has  no  operations  to  date.   Other  than  issuing  shares  to  its  original
shareholder, the Company has not commenced any operational activities.

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

                                       4
<PAGE>

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

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

          While the terms of a business  transaction to which the Company may be
a party  cannot be  predicted,  it is expected  that the parties to the business
transaction  will desire to avoid the  creation  of a taxable  event and thereby
structure the acquisition in a tax-free reorganization under Sections 351 or 368
of the Internal  Revenue Code of 1986,  as amended.  Negotiations  with a target
company  will likely  focus on the  percentage  of the Company  which the target
company  shareholders  would  acquire in exchange for their  shareholdings.  Any
merger  or  acquisition  effected  by the  Company  can be  expected  to  have a
significant  dilutive  effect on the  percentage of shares held by the Company's
shareholders at such time.

          The Company will participate in a business  combination only after the
negotiation and execution of appropriate agreements.  Although the terms of such
agreements  cannot be predicted,  generally such agreements will require certain
representations  and  warranties of the parties  thereto,  will specify  certain
events of default,  will detail the terms of closing  and the  conditions  which
must be  satisfied  by the  parties  prior to and after  such  closing  and will
include miscellaneous other terms.

          GGM Capital  Corporation will pay all expenses in regard to its search
for a suitable target company.  The Company does not anticipate  expending funds
itself for locating a target company.  Thomas Camarda,  the officer and director
of the Company,  provides his services without charge or repayment.  The Company
will not borrow any funds to make any payments to the Company's management,  its
affiliates or associates.  If GGM Capital Corporation stops or becomes unable to
continue to pay the Company's operating expenses, the Company may not be able to
timely make its periodic reports required under the Exchange Act nor to continue
to search for an  acquisition  target.  In such event,  the  Company  would seek
alternative sources of funds or services,  primarily through the issuance of its
securities.

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

          As part of a business  combination  agreement,  the Company intends to
obtain certain  representations  and warranties  from a target company as to its


                                       5
<PAGE>


conduct following the business combination.  Such representations and warranties
may  include  (i) the  agreement  of the target  company  to make all  necessary
filings and to take all other  steps  necessary  to remain a  reporting  company
under the  Exchange Act (ii)  imposing  certain  restrictions  on the timing and
amount  of the  issuance  of  additional  free-trading  stock,  including  stock
registered  on Form S-8 or issued  pursuant  to  Regulation  S and (iii)  giving
assurances of ongoing  compliance with the Securities Act, the Exchange Act, the
General Rules and  Regulations of the Securities  and Exchange  Commission,  and
other applicable laws, rules and regulations.

                                       6
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS


                        STARLITE ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                             AS OF DECEMBER 31, 2001


                                    PART F/S

                              FINANCIAL STATEMENTS

Set forth below are the audited  financial  statements  of Starlite  Acquisition
Corporation  for the year ended December 31, 2001 and for the period January 16,
2001  (Date  of  Inception)  to  February  28,  2001.  The  following  financial
statements are included in this report and filed as a part thereof.

<TABLE>
<CAPTION>

                        STARLITE ACQUISITION CORPORATION

                          (A Development Stage Company)

                                    CONTENTS


                                                                                          Page
                                                                                          ----

<S>                                                                                         <C>
    Independent Auditor's report                                                            1

    Balance sheets as of December 31, 2001 and February 28, 2001                            2

    Statement of operations for the year ended December 31, 2001 and for
       the period January 16, 2001 (Date of Inception) to February 28, 2001                 3

    Statement of Stockholders' equity for the period January 16, 2001
        (Date of Inception) to December 31, 2001                                            4

    Statement of cash flows for the year ended December 31, 2001 and for
       the period from January 16, 2001  (Date of Inception) to February 28, 2001           5

    Notes to financial statements                                                           6
</TABLE>


                                       7
<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, 2001 and February
28, 2001 and the related statements of operations, stockholders' equity and cash
flows for the year ended  December  31, 2001 and for the period from January 16,
2001 (Date of Inception) to February 28, 2001.  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, 2001 and February
28,  2001 and the  results of its  operations  and cash flows for the year ended
December 31, 2001 and for the period from  January 16, 2001 (Date of  Inception)
to  February  28,  2001  in  conformity  with  generally   accepted   accounting
principles.


March 25, 2002




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


                                       8
<PAGE>

<TABLE>
<CAPTION>

                        STARLITE ACQUISITION CORPORATION

                          (A Development Stage Company)

                                  BALANCE SHEET

                  As of December 31, 2001 and February 28, 2001


                                     ASSETS
                                     ------
                                                                Dec. 31,             Feb. 28,
                                                                 2001                  2001
                                                               -------               -------

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


             LIABILITIES AND STOCKHOLDERS' EQUITY
             ------------------------------------

LIABILITIES
  Accrued NYS Franchise taxes payable                          $   155                  --
  Due to parent                                                  1,500                  --
                                                               -------               -------
           Total liabilities                                     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)                                     (155)                 --
                                                               -------               -------

           Total stockholders' equity                              345                   500
                                                               -------               -------
       Total liabilities and stockholders' equity              $ 2,000               $   500
                                                               =======               =======
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                       9
<PAGE>

                        STARLITE ACQUISITION CORPORATION

                          (A Development Stage Company)

                             STATEMENT OF OPERATIONS

             For the year ended December 31, 2001 and for the period
            January 16, 2001 (Date of Inception) to February 28, 2001


                                             Dec. 31,             Feb. 28,
                                               2001                 2001
                                       ----------------      ------------------

              Revenue                    $  --                   $      --

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

              Net income                 $(155)                 $      --
                                       ================      ===================
    The accompanying notes are an integral part of these financial statements



                                       10
<PAGE>



<TABLE>
<CAPTION>

                        STARLITE ACQUISITION CORPORATION

                          (A Development Stage Company)

                        STATEMENT OF STOCKHOLDERS' EQUITY

  For the period from January 16, 2001 (Date of Inception) to February 28, 2001


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


<S>                                                       <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
                                                          =========          =========          =========           =========

</TABLE>
    The accompanying notes are an integral part of these financial statements

                                       11
<PAGE>

<TABLE>
<CAPTION>

                        STARLITE ACQUISITION CORPORATION

                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS

             For the year ended December 31, 2001 and for the period
         from January 16, 2001 (Date of Inception) to February 28, 2001



                                                                                 Dec. 31,          Feb. 28,
                                                                                   2001             2001
                                                                                  -----             -----

<S>                                                                               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                                               $(155)            $--
  Adjustments to reconcile net income to net cash used in operating activities:
  Increase in accrued NYS Franchise tax payable                                     155              --
                                                                                  -----             -----

NET CASH FROM OPERATING ACTIVITIES                                                 --                --
                                                                                  -----             -----

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

CASH FLOWS FROM FINANCING ACTIVITIES:

  Issuance of common shares                                                        --                 500
                                                                                  -----             -----

NET CASH PROVIDED BY FINANCING ACTIVITIES                                          --                 500
                                                                                  -----             -----

Increase in cash                                                                   --                 500

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

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

    The accompanying notes are an integral part of these financial statements
                                       12
<PAGE>


                        STARLITE ACQUISITION CORPORATION

                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                             As of December 31, 2001


NOTE 1 -  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, 2001,
               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, 2001.


                                       13
<PAGE>

                        STARLITE ACQUISITION CORPORATION

                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

                             As of December 31, 2001


NOTE 2 -  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 3 -  AGREEMENT

               On February 16, 2001, the Company signed an agreement with GGM, a
               related  entity  (See  Note 4).  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 4 - 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)

                                       14
<PAGE>

                         STARLITE ACQUISITON CORPORATION
                          (A Development Stage Company)

ITEM 2 -       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
                  AND RESULTS OF OPERATIONS (continued)


         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.


                                       15
<PAGE>

                         STARLITE ACQUISITON CORPORATION
                          (A Development Stage Company)



PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

       There are no legal  proceedings  against  the  Company and the Company is
unaware of such proceedings contemplated against it.

ITEM 2.  CHANGES IN SECURITIES

                  Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                  Not applicable.

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

                  Not applicable.

ITEM 5.  OTHER INFORMATION

                  Not applicable.


                                       16
<PAGE>


-7-
  ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
              ACCOUNTING AND FINANCIAL DISCLOSURE

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


                                PART III

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

        The Directors and Officers of the Company are as follows:

              Name               Age         Positions and Offices Held
         -----------------       ---         ------------------------------
          Thomas Camarda         54          President, Secretary, Director

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

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

THOMAS CAMARDA has served as the  President,  Secretary and Director of Starlite
Acquisition  Corporation since its inception on January 16, 2001. Mr. Camarda is
also the resident of TAC Equities,  Inc., a private  consulting company which he
founded in 1965. Mr. Camarda has been  self-employed,  acting as a consultant to
various different companies, both public and private, for the past ten years and
from 1979 to the present he has been  associated in various  capacities with RCM
Operating Co., which provides computerized bookkeeping services.

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

     Mr. Camarda intends to devote as much time to the activities of the Company
as required.  However,  should such a conflict arise, there is no assurance that
Mr. Camarda would not attend to other matters prior to those of the Company.

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

     Management may agree to pay finder's fees, as appropriate  and allowed,  to
unaffiliated  persons who may bring a target  business to the Company where that
reference results in a business combination. The amount of any finder's fee will
be subject to negotiation, and cannot be estimated at this time. No finder's fee
will be  paid  to the  management  or  promoters  of the  Company,  or to  their
associates  or  affiliates.  No  loans  of any type  have,  or will be,  made to
management  or  promoters  of  the  Company  or to any of  their  associates  or
affiliates.

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

                                       17
<PAGE>

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

  ITEM 10.  EXECUTIVE COMPENSATION

     The Company's  officer and director does not receive any  compensation  for
his services  rendered to the Company,  nor has he received such compensation in
the past.  Further,  the officer and director is not  accruing any  compensation
pursuant to any agreement with the Company.

     The officer and  director of the Company  will not receive any finder's fee
as a result of his efforts to implement  the  Company's  business  plan outlined
herein.  However, the officer and director of the Company anticipates  receiving
benefits as a  beneficial  shareholder  of the Company and as a principal of GGM
Capital Corporation.

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

  ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
  MANAGEMENT

     The following  table sets forth, as of December 31, 2001, each person known
by the  Company  to be the  beneficial  owner  of  five  percent  or more of the
Company's  common stock and the  director and officer of the Company.  Except as
noted,  the holder thereof has sole voting and investment  power with respect to
the shares shown.

  Name and Address              Amount of Beneficial       Percent of
  of Beneficial Owner           Ownership                  Outstanding Stock
  -------------------           ---------                  -----------------
  GGM Capital Corporation        5,000,000                   100%
  13 McCulloch Drive
  Dix Hills, NY 11746

  Thomas Camarda(1)              5,000,000                   100%
  13 McCulloch Drive
  Dix Hills, NY 11746

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

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

                                       18
<PAGE>

  ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On February 16,  2001,  the Company  issued a total of 5,000,000  shares of
Common Stock to the following entity for a total of $500 in cash:

                                            NUMBER OF        TOTAL
        NAME                                SHARES           CONSIDERATION

        GGM Capital Corporation             5,000,000          $500

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

  ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

        (a)   Exhibits

        (b)   There were no reports on Form 8-K filed by the
  Company during the quarter ended December 31, 2001.

                                       19
<PAGE>


                                   SIGNATURES


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

                     STARLITE ACQUISITION CORPORATION


                    By:    /s/ Thomas Camarda
                           -----------------------------
                               Thomas Camarda, President

  Dated:  March 29, 2002


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

  NAME                                                 OFFICE

  Thomas Camarda                                     Director