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

                           FORM 10-KSB

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

           For the fiscal year ended December 31, 2002

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


                 Commission file number 000-33399


                   NOVA STAR INNOVATIONS, INC.
          (Name of small business issuer in its charter)

          Nevada                                      01-0437914
(State of incorporation)                 (I.R.S.  Employer Identification No.)

#440, 476 East South Temple, Salt Lake City, Utah           84111
(Address of principal executive offices)                  (Zip code)

Issuer's telephone number, including area code: (801) 323-2395

Securities registered pursuant to Section 12(b) of the Act:    None
Securities registered pursuant to Section 12(g) of the Act:    Common Stock

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 preceding 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 [ ]

Disclosure of delinquent filers in response to item 405 of Regulation S-B is
not contained herein, and will not 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 revenue for its most recent fiscal year: None

A market value of the voting stock held by non-affiliates can not be
determined because the registrant does not have an active trading market.

As of March 4, 2003, the registrant had 17,000,000 shares of common stock
outstanding.

Documents incorporated by reference: None.

Transitional Small Business Disclosure Format (check one): Yes [ ]_ No [X]

<PAGE>


                              PART I

Item 1.  Description of business.............................................3
Item 2.  Description of property.............................................7
Item 3.  Legal proceedings...................................................7
Item 4.  Submission of matters to a vote of security holders.................7

                             PART II

Item 5.  Market for common equity and related stockholder matters............7
Item 6.  Plan of operation...................................................7
Item 7.  Financial statements................................................8
Item 8.  Changes in and disagreements with accountants .....................19

                             PART III

Item 9.   Directors and executive officers; Compliance with Section 16(a)...19
Item 10.  Executive compensation............................................19
Item 11.  Security ownership of certain beneficial owners and management....20
Item 12.  Certain relationships and related transactions....................20
Item 13.  Exhibits and reports on Form 8-K..................................20
Item 14.  Controls and procedures...........................................21
Signatures and certifications...............................................21





      In this registration statement references to "Nova Star," "we," "us,"
and "our" refer to Nova Star Innovations, Inc.

                    FORWARD LOOKING STATEMENTS

      This annual report contains certain forward-looking statements and for
this purpose any statements contained in this annual report that are not
statements of historical fact may be deemed to be forward-looking statements.
Without limiting the foregoing, words such as "may," "will," "expect,"
"believe," "anticipate," "estimate" or "continue" or comparable terminology
are intended to identify forward-looking statements.  These statements by
their nature involve substantial risks and uncertainties, and actual results
may differ materially depending on a variety of factors, many of which are not
within Nova Star's control.  These factors include but are not limited to
economic conditions generally and in the industries in which Nova Star may
participate, competition within Nova Star's chosen industry, and failure by
Nova Star to successfully develop business relationships.




                                2
<PAGE>

                              PART I

                 ITEM 1: DESCRIPTION OF BUSINESS

Historical Development

      Nova Star Innovations, Inc. was incorporated in the state of Nevada on
November 6, 2000.  On April 11, 2001, Hystar Aerospace Marketing Corporation
of Maine ("Hystar Maine") completed a change of domicile merger with Nova Star
for the sole purpose of changing Hystar Maine's domicile to the state of
Nevada.  Hystar Maine had been incorporated in the state of Maine on April 25,
1986, as the wholly owned subsidiary of Nautilus Entertainment, Inc., a Nevada
corporation.  Hystar Maine was formed to lease, sell and market the Hystar
airship, a heavy-lift airship, and the Burket Mill, a waste milling device.
However, the venture was found to be cost prohibitive and Hystar Maine ceased
such activities in 1986.  Hystar Maine did not engage in any further
commercial operations.

Our Plan

      We are a "blank check" company and have had no activity for the past two
fiscal years.  Our independent auditors have expressed an opinion that we are
dependent on financing to continue operations.  Our management intends to
merge with or acquire an operating business to create operating revenue.

      Our business plan is to seek, investigate, and, if warranted, acquire an
interest in a business opportunity.  Our acquisition of a business opportunity
may be made by merger, exchange of stock, or otherwise.  We have very limited
sources of capital, and we probably will only be able to take advantage of one
business opportunity. At the present time we have not identified any business
opportunity that we plan to pursue, nor have we reached any preliminary or
definitive agreements or understandings with any person concerning an
acquisition or merger.

       Based on current economic and regulatory conditions, management
believes that it is possible, if not probable, for a company like ours,
without many assets or liabilities, to negotiate a merger or acquisition with
a viable private company.  The opportunity arises principally because of the
high legal and accounting fees and the length of time associated with the
registration process of "going public."  However, should any of these
conditions change, it is very possible that there would be little or no
economic value for anyone taking over control of Nova Star.

      Our search for a business opportunity will not be limited to any
particular geographical area or industry and includes both U.S. and
international companies.  Our management has unrestricted discretion in
seeking and participating in a business opportunity, subject to the
availability of such opportunities, economic conditions and other factors.
Our management believes that companies who desire a public market to enhance
liquidity for current stockholders, or plan to acquire additional assets
through issuance of securities rather than for cash will be potential merger
or acquisition candidates.

      Our activities are subject to several significant risks which arise
primarily as a result of the fact that we have no specific business and may
acquire or participate in a business opportunity based on the decision of
management which will, in all probability, act without consent, vote, or
approval of our stockholders.

      In the event we merge or acquire a business opportunity, the successor
company will be subject to our reporting obligations.  This is commonly
referred to as a "back door registration."  A back door registration occurs
when a non-reporting company becomes the successor of a reporting company by
merger, consolidation, exchange of securities, acquisition of assets or
otherwise.  This type of event requires the successor company to file a
current report with the SEC which provides the same kind of information about
the company to be acquired that would appear in a registration statement,
including audited and pro forma financial statements.  Accordingly, we may
incur additional expense to conduct due diligence and present the required
information for the business opportunity

                                3
<PAGE>


in any report.  Also, the SEC may elect to conduct a full review of the
successor company and may issue substantive comments on the sufficiency of
disclosure related to the company to be acquired.

      It is possible that the range of business opportunities that might be
available for consideration by us could be limited by impact of the SEC
regulations regarding purchase and sale of "penny stock."  Our common stock is
not publicly traded at this time and we cannot assure that a market will
develop or that a stockholder ever will be able to liquidate his investments
without considerable delay, if at all.  If a market develops, our shares will
likely be subject to the rules of the Penny Stock Suitability Reform Act of
1990. The liquidity of penny stock is affected by specific disclosure
procedures required by this Act to be followed by all broker-dealers,
including but not limited to, determining the suitability of the stock for a
particular customer, and obtaining a written agreement from the customer to
purchase the stock.  This rule may affect the ability of broker-dealers to
sell our securities and may affect the ability of purchasers to sell our
securities in any market.

Investigation and Selection of Business Opportunities

      We anticipate that business opportunities will come to our attention
from various sources, including our officers and directors, our stockholders,
professional advisors, such as attorneys and accountants, securities
broker-dealers, investment banking firms, venture capitalists, members of the
financial community and others who may present unsolicited proposals.
Management expects that prior personal and business relationships may lead to
contacts for business opportunities; however, we have not entered into any
direct or indirect negotiations at the time of this filing with any person,
corporation or other entity regarding any possible business reorganization
involving Nova Star.

      The selection of a business opportunity in which to participate is
complex and extremely risky and will be made by management in the exercise of
their business judgement.  There is no assurance that we will be able to
identify and acquire any business opportunity which will ultimately prove to
be beneficial to us and our stockholders.  Should a merger or acquisition
prove unsuccessful, it is possible management may decide not to pursue further
acquisition activities and management may abandon its activities and we may
become dormant or be dissolved.

      A decision to participate in a specific business opportunity may be made
upon our management's analysis of the quality of the other company's
management and personnel, the anticipated acceptability of the business
opportunity's new products or marketing concept, the merit of its
technological changes, the perceived benefit that it will derive from becoming
a publicly held entity, and numerous other factors which are difficult, if not
impossible, to analyze through the application of any objective criteria.  In
many instances, we anticipate that the historical operations of a specific
business opportunity may not necessarily be indicative of the potential for
the future because of the possible need to shift marketing approaches
substantially, expand significantly, change product emphasis, change or
substantially augment management, or make other changes.  We will be dependent
upon the owners of a business opportunity to identify any such problems which
may exist and to implement, or be primarily responsible for the implementation
of, required changes.

      In our analysis of a business opportunity we anticipate that management
will consider, among other things, the following factors:

      (1)   Potential for growth and profitability, indicated by new
technology, anticipated market expansion, or new products;

      (2)   Our perception of how any particular business opportunity will be
received by the investment community and by our stockholders;

      (3)   Whether, following the business combination, the financial
condition of the business opportunity would be, or would have a significant
prospect in the foreseeable future of becoming sufficient to enable our

                                4

<PAGE>

securities to qualify for listing on a exchange or on a national automated
securities quotation system, such as NASDAQ.

      (4)   Capital requirements and anticipated availability of required
funds, to be provided by us or from operations, through the sale of additional
securities, through joint ventures or similar arrangements, or from other
sources;

      (5)   The extent to which the business opportunity can be advanced;

      (6)   Competitive position as compared to other companies of similar
size and experience within the industry segment as well as within the industry
as a whole;

      (7)   Strength and diversity of existing management, or management
prospects that are scheduled for recruitment;

      (8)   The cost of our participation as compared to the perceived
tangible and intangible values and potential; and

      (9)   The accessibility of required management expertise, personnel, raw
materials, services, professional assistance, and other required items.

      No one of the factors described above will be controlling in the
selection of a business opportunity.  Management will attempt to analyze all
factors appropriate to each opportunity and make a determination based upon
reasonable investigative measures and available data.  Potential business
opportunities may occur in many different industries and at various stages of
development.  Thus, the task of comparative investigation and analysis of such
business opportunities will be extremely difficult and complex.  Potential
investors must recognize that, because of our limited capital available for
investigation and management's limited experience in business analysis, we may
not discover or adequately evaluate adverse facts about the opportunity to be
acquired.

      Our management will analyze the business opportunities; however, none of
our management are professional business analysts.  (See, Part III,  Item 9:
"Directors and Executive Officers; . . .")  Our management has had limited
experience with mergers and acquisitions of business opportunities and has not
been involved with an initial public offering.  Potential investors must
recognize that due to our management's inexperience we may not adequately
evaluate a potential business opportunity.

      Messrs. Mark S. Clayton and Donald R. Mayer, our officers and directors,
have been involved with one prior acquisition of a business opportunity as
directors and officers of Millennium Plastics Corporation, a blank check
reporting company.  The acquisition was structured as a stock-for-stock
exchange between Millennium Plastics and Graduated Plastics Corporation, a
plastics company, and was completed in December of 1999.  Pursuant to the
terms of the acquisition agreement, Millennium Plastics issued 6,750,000
common shares in exchange for all shares held by Graduated Plastics
Corporation's shareholders.  Messrs. Clayton and Mayer resigned as officers
and directors of Millennium Plastics upon consummation of the acquisition.

      Certain conflicts of interest exist or may develop between Nova Star and
our officers and directors.  Our management has other business interests to
which they currently devote attention, which include their primary employment
and management of other blank check reporting companies.  They may be expected
to continue to devote their attention to these other business interests
although management time should be devoted to our business.  Also, in the
process of negotiations for an acquisition or merger, our management may
consider their own personal pecuniary benefit or the interests of other blank
check companies they are affiliated with rather than the best interests of
Nova Star and its stockholders.

      Specifically, Mr. Mayer is a director of other blank check companies
which have a structure and a

                                5


<PAGE>

business plan which is identical to ours.  As of the date of this filing,
these companies have not conducted any initial public offerings nor completed
any mergers or acquisitions while Mr. Mayer has been affiliated with them.

      We presently do not foresee entering into a merger or acquisition
transaction with any business with which our officers or directors are
currently affiliated. We may acquire or merge with companies of which our
management's  affiliates or associates have a direct or indirect ownership
interest.  If we determine in the future that a transaction with an affiliate
would be in our best interest we are permitted by Nevada law to enter into
such a transaction if:

      (1)   The material facts regarding the relationship or interest of the
affiliate in the contract or transaction are disclosed or are known to the
Board of Directors.  The board authorizes the contract or transaction by the
affirmative vote of a majority of the disinterested directors, even though the
disinterested directors constitute less than a quorum; or

      (2)   The material facts regarding the relationship or interest of the
affiliate in the contract transaction are disclosed or are known to the
stockholders entitled to vote on the transaction, and the contract or
transaction is specifically approved by vote of the stockholders; or

      (3)   The contract or transaction is fair to us at the time it is
authorized, approved or ratified by the Board of Directors or the
stockholders.

Form of Acquisition

      We cannot predict the manner in which we may participate in a business
opportunity.  Specific business opportunities will be reviewed as well as our
needs and desires and those of the promoters of the opportunity.  The legal
structure or method deemed by management to be suitable will be selected based
upon management's review and our relative negotiating strength.  These methods
may include, but are not limited to, leases, purchase and sale agreements,
licenses, joint ventures and other contractual arrangements. We may act
directly or indirectly through an interest in a partnership, corporation or
other forms of organization.  We may agree to merge, consolidate or reorganize
with other corporations or forms of business organizations.

      We likely will acquire our participation in a business opportunity
through the issuance of common stock or other securities.  Although the terms
of any such transaction cannot be predicted, it should be noted that issuance
of additional shares also may be done simultaneously with a sale or transfer
of shares representing a controlling interest by current principal
stockholders.  In addition, our present management and stockholders most
likely will not have control of a majority of our voting shares following a
merger or reorganization transaction. As part of such a transaction, our
existing directors may resign and new directors may be appointed without any
vote by our stockholders.

Competition

      We expect to encounter competition in our effort to locate attractive
opportunities from business development companies, venture capital
partnerships and corporations, venture capital affiliates of large industrial
and financial companies, small investment companies, and wealthy individuals.
Many of these persons or entities have significantly greater experience,
resources and managerial capabilities than we do and will be in a better
position than we are to obtain access to attractive business opportunities.
We also will experience competition from other public "blank check" companies,
many of which may have more funds available for the investigation and
selection of a business opportunity.

Employees

      We currently have no employees.  Our management expects to confer with
consultants, attorneys and


                                6
<PAGE>

accountants as necessary.  We do not anticipate a need to engage any full-time
employees so long as we are seeking and evaluating business opportunities.


                 ITEM 2: DESCRIPTION OF PROPERTY

      We do not currently own or lease any property.  Until we pursue a viable
business opportunity and recognize income, we will not seek office space.


                    ITEM 3: LEGAL PROCEEDINGS

      We are not a party to any proceedings or threatened proceedings as of
the date of this filing.


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

      We have not submitted a matter to a vote of our shareholders during the
fourth quarter of the 2002 fiscal year.


                             PART II

ITEM 5: MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market, Holders and Dividends

      Our common stock is not listed on an established trading market.  As of
March 4, 2003, we had approximately 84 shareholders of record holding
17,000,000 common shares.  We have not granted any options or warrants.  Nor
have we paid cash or stock dividends on our common stock.  We have no present
plan to pay any dividends, but intend to reinvest our earnings, if any.

Securities Under Equity Compensation Plans

      We do not have any securities authorized for issuance under any equity
compensation plans.

Recent Sales of Unregistered Securities

      We have not sold securities without registration within the past three
years.


                    ITEM 6:  PLAN OF OPERATION

      We have no assets and have experienced losses from inception.  For the
year ended December 31, 2002, we had no cash on hand with no current assets
and $5,000 in liabilities.  The current liabilities reflect expenses related
to our reporting obligations under the Exchange Act.  We have incurred
expenses of $5,000 during the year ended December 31, 2002, related to the
professional services required to prepare our reports and the costs of filing
the reports with the SEC.  In the event we acquire a business opportunity we
may incur additional reporting expenses related to proxy or information
statements we may be required to provide to our stockholders which disclose
the company to be acquired's business operations, management and financial
condition.

      We have no commitments for capital expenditures for the next twelve
months.  During the next twelve months we believe that our current cash needs
can be met by loans from our directors, officers and shareholders based on
understandings we have with these persons.  These understandings are not
written agreements and therefore these persons are not obligated to provide
funds.  We may repay these loans, costs of services and advancements with
cash, if available, or we may convert them into common stock.


                                7

<PAGE>

      Our management intends to actively seek business opportunities during
the next twelve months and if we obtain a business opportunity, it may be
necessary to raise additional capital.  We anticipate using private placements
of our common stock to raise capital and will likely rely on exemptions from
the registration requirements provided by federal and state securities laws.
The purchasers and manner of issuance will be determined according to our
financial needs and the available exemptions.  We also note that if we issue
more shares of our common stock our stockholders may experience dilution in
the value per share of their common stock.


                   ITEM 7: FINANCIAL STATEMENTS


                                8



<PAGE>



                   Nova Star Innovations, Inc.
    (formerly Hystar Aerospace Marketing Corporation of Maine)
                  (a Development State Company)
                       Financial Statements
                    December 31, 2002 and 2001














<PAGE> 9





                             CONTENTS


Independent Auditor's Report ...............................................3

Balance Sheets .............................................................4

Statements of Operations....................................................5

Statements of Stockholders' Equity .........................................6

Statements of Cash Flows ...................................................7

Notes to the Financial Statements ..........................................8





<PAGE> 10





                      CHISHOLM & ASSOCIATES
A Professional           Certified Public Accountants    Office (801)292-8756
Corporation                    P.O. Box 540216              Fax (801)292-8809
                   North Salt Lake, Utah 84054
_____________________________________________________________________________




                   INDEPENDENT AUDITOR'S REPORT



To the Board of Directors and Stockholders
of Nova Star Innovations, Inc. (formerly Hystar Aerospace Marketing
Corporation of Maine)

We have audited the accompanying balance sheets of Nova Star Innovations, Inc.
(formerly Hystar Aerospace Marketing Corporation of Maine) (a development
stage company) as of December 31, 2002 and 2001 and the related statements of
operations, stockholders' equity and cash flows for the years then ended and
from inception on April 25, 1986 through December 31, 2002.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Nova Star Innovations, Inc.
(formerly Hystar Aerospace Marketing Corporation of Maine) (a development
stage company) as of December 31, 2002 and 2001 and the results of its
operations and cash flows for the years ended December 31, 2002 and 2001 and
from inception April 25, 1986 through December 31, 2002 in conformity with
generally accepted accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  The Company has suffered recurring
losses from operations which raises substantial doubt about its ability to
continue as a going concern.  Management's plans in regard to these matters
are described in Note 2.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


/s/ Chisholm & Associates

Chisholm & Associates
North Salt Lake, Utah
January 2, 2003



<PAGE> 11




                   Nova Star Innovations, Inc.
    (formerly Hystar Aerospace Marketing Corporation of Maine)
                  (A Development Stage Company)
                          Balance Sheets



                              ASSETS


                                                          December 31
                                                       2002         2001
                                                    ------------ ------------
CURRENT ASSETS

Cash                                                $         -  $         -
                                                    ------------ ------------

  TOTAL ASSETS                                      $         -  $         -
                                                    ============ ============


               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts Payable - related party                          5,000            -
                                                    ------------ ------------
  Total Liabilities                                       5,000            -
                                                    ------------ ------------
STOCKHOLDERS' EQUITY

Common Stock, $.001 par value; 20,000,000
  shares authorized; 17,000,000 shares
  issued and outstanding                                 17,000       17,000

Deficit Accumulated during the development stage        (22,000)     (17,000)
                                                    ------------ ------------

  Total Stockholders' Equity                             (5,000)           -
                                                    ------------ ------------

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $         -  $         -
                                                    ============ ============





The accompanying notes are an integral part of these financial statements


                               -4-


<PAGE> 12


                   Nova Star Innovations, Inc.
    (formerly Hystar Aerospace Marketing Corporation of Maine)
                  (A Development  Stage Company)
                     Statement of Operations


                                                                From
                                       For the Years Ended      Inception on
                                           December 31          April 25,
                                    --------------------------- 1986 to
                                         2002        2001       Dec. 31, 2002
                                    ------------- ------------- -------------

REVENUES                            $          -  $          -  $          -
                                    ------------- ------------- -------------
EXPENSES
  General & Administrative                 5,000             -        22,000
                                    ------------- ------------- -------------

    TOTAL EXPENSES                         5,000             -        22,000
                                    ------------- ------------- -------------

NET INCOME (LOSS)                   $     (5,000) $          -  $    (22,000)
                                    ============= ============= =============

NET LOSS PER SHARE                  $          -  $          -  $          -
                                    ============= ============= =============

WEIGHTED AVERAGE SHARES OUTSTANDING   17,000,000    17,000,000    17,000,000
                                    ============= ============= =============












The accompanying notes are an integral part of these financial statements


                               -5-

<PAGE> 13



                   Nova Star Innovations, Inc.
    (formerly Hystar Aerospace Marketing Corporation of Maine)
                  (A Development Stage Company)
                Statements of Stockholders' Equity
    From Inception on April 25, 1986 through December 31, 2002


                                                                 Deficit
                                                                 Accumulated
                                                     Additional  During the
                                Common  Stock        Paid in     Development
                             Shares        Amount    Capital     Stage
                         ------------- ------------- ----------- ------------
Issuance of shares for
 marketing rights at
 inception                  17,000,000 $     17,000  $        -  $          -

Net (loss) for the year
 ended December 31, 1986            -             -           -      (17,000)
                         ------------- ------------- ----------- ------------
Balance -
 December 31, 1986          17,000,000       17,000           -      (17,000)

Net income (loss) for
 the years ended
 December 31, 1987 thru
 December 31, 2000                   -            -           -            -
                         ------------- ------------- ----------- ------------
Balance -
 December 31, 2000          17,000,000       17,000           -      (17,000)

Net (loss) for the year
 ended December 31, 2001             -            -           -            -
                         ------------- ------------- ----------- ------------
Balance -
 December 31, 2001          17,000,000       17,000           -      (17,000)

Net (loss) for the year
 ended December 31, 2002            -             -           -       (5,000)
                         ------------- ------------- ----------- ------------
Balance -
 December 31, 2002          17,000,000 $     17,000  $        -  $   (22,000)
                         ============= ============= =========== ============







The accompanying notes are an integral part of these financial statements


                               -6-


<PAGE> 14

                   Nova Star Innovations, Inc.
    (formerly Hystar Aerospace Marketing Corporation of Maine)
                  (A Development Stage Company)
                     Statement of Cash Flows



                                                                From
                                       For the Years Ended      Inception on
                                           December 31          April 25,
                                    --------------------------- 1986 through
                                         2002        2001       Dec. 31, 2002
                                    ------------- ------------- -------------
Cash Flows from Operating Activities

  Net Loss                          $     (5,000)            -       (22,000)
  Less  Non-cash Items:
  Increase in Accounts Payable             5,000             -         5,000
  Depreciation & Amortization                  -             -        17,000
                                    ------------- ------------- -------------
  Net Cash Provided (Used) by
    Operating Activities                       -             -             -
                                    ------------- ------------- -------------

Cash Flows from Investing Activities           -             -             -
                                    ------------- ------------- -------------
  Net Cash Provided (Used) by
   Investing Activities                        -             -             -
                                    ------------- ------------- -------------

Cash Flows from Financing Activities           -             -             -
                                    ------------- ------------- -------------

  Net Cash Provided (Used) by
   Financing Activities                        -             -             -
                                    ------------- ------------- -------------

Increase (Decrease) in Cash                    -             -             -

Cash and Cash Equivalents at
  Beginning of Period                          -             -             -
                                    ------------- ------------- -------------
Cash and Cash Equivalents at
  End of Period                     $          -  $          -  $          -
                                    ============= ============= =============

Supplemental Non-Cash Flow Information:

  Stock issued for marketing rights $          -  $          -  $     17,000

  Cash Paid For:
    Interest                        $          -  $          -  $          -
    Income Taxes                    $          -  $          -  $          -











The accompanying notes are an integral part of these financial statements




                               -7-



<PAGE> 15


                   Nova Star Innovations, Inc.
    (formerly Hystar Aerospace Marketing Corporation of Maine)
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2002 and 2001

NOTE 1 - Summary of Significant Accounting Policies

     a.  Organization

         The Company was incorporated in Maine on April 25, 1986 to lease,
sell, and market airships and the Burkett Mill, a waste milling device, which
rights were acquired from VIP Worldnet, Inc. initially the only shareholder,
The technology to further develop the airship and the mill by the parent
company proved to be prohibitive, and shortly after the acquisition of the
marketing rights further activity ceased.  The Company has been inactive since
that date.

         On April 11, 2001, the Company merged with Nova Star Innovations,
Inc.  (Nova Star), a Nevada corporation, in a domicile merger.  Pursuant to
the merger, Hystar ceased to exist and Nova Star became the surviving
corporation.

     b.  Recognition of Revenue

         The Company recognizes income and expense on the accrual basis of
accounting.

     c.  Earnings (Loss) Per Share

         The computation of earnings per share of common stock is based on the
weighted average number of shares outstanding at the date of the financial
statements.

                                       Income (loss) Shares        Per Share
                                       (Numerator)   (Denominator) Amount
                                       ------------- ------------ ------------
For the year ended December 31, 2002:

 Basic EPS
  Income (loss) to common stockholders $    (5,000)   17,000,000  $    (0.00)
                                       ============ ============= ===========

For the year ended December 31, 2001:

 Basic EPS
  Income (loss) to common stockholders $         -    17,000,000  $        -
                                       ============ ============= ===========

From inception on April 25,1986 to
December 31, 2002:

 Basic EPS
  Income (loss) to common stockholders $   (22,000)   17,000,000  $    (0.00)
                                       ============ ============= ===========



                                 -8-

<PAGE> 16




                   Nova Star Innovations, Inc..
    (formerly Hystar Aerospace Marketing Corporation of Maine)
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2002 and 2001


NOTE 1 - Summary of Significant Accounting Policies (continued)

     d.  Cash and Cash Equivalents

         The Company considers all highly liquid investments with maturities
of three months or less to be cash equivalents.

     e.  Provision for Income Taxes

         No provision for income taxes have been recorded due to net operating
loss carryforwards totaling approximately $22,000 that will be offset against
future taxable income.  These NOL carryforwards began to expire in the year
2001.  No tax benefit has been reported in the financial statements because
the Company believes there is a 50% or greater chance the carryforward will
expire unused.

         Deferred tax asset and the valuation account is as follows as
December 31, 2002 and 2001:

                                                        December 31,
                                                      2002        2001
                                                 ------------- -------------
   Deferred tax asset:
        NOL carryforward                         $      1,700  $      5,100

        Valuation allowance                            (1,700)       (5,100)
                                                 ------------- -------------

                                                 $          -  $          -
                                                 ============= =============
     f.  Use of estimates

         The preparation of 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.


NOTE 2 - Going Concern

         The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  The Company has no assets
and has had recurring operating losses for the past several years and is
dependent upon financing to continue operations.  The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.  It is management's plan to find an operating company to merge
with, thus creating necessary operating revenue.



                               -9-

<PAGE> 17

                   Nova Star Innovations, Inc.
    (formerly Hystar Aerospace Marketing Corporation of Maine)
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2002 and 2001


NOTE 3 - Stockholders' Equity

         In 1986, the Company issued 17,000,000 shares of common stock for the
marketing rights to an airship and a waste milling device.  The value of this
issuance was $17,000.


NOTE 4 - Development Stage Company

         The Company is a development stage company as defined in Financial
Accounting Standards Board Statement No. 7.  It is concentrating substantially
all of its efforts in raising capital and searching for a business operation
with which to merge, or assets to acquire, in order to generate significant
operations.


NOTE 5 - Related Party Transactions

         During the year ended December 31, 2002, the Company incurred $5,000
of professional fees payable to professionals affiliated with First Equity
Holdings Corp.  An officer of the Company is also an employee of First Equity
Holdings Corp.



                               -10-

<PAGE> 18



      ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

      We have had no change in, or disagreements with, our principal
independent accountant during our last two fiscal years.


                             PART III

ITEM 9: DIRECTORS AND EXECUTIVE OFFICERS; COMPLIANCE WITH SECTION 16(a)

      Our executive officers and directors and their respective ages and their
positions are set forth below.  Biographical information for each of these
persons is also presented below.  Our bylaws require two directors who serve
until our next annual meeting or until each is succeeded by a qualified
director.  Our executive officers are appointed by our Board of Directors and
serve at its discretion.  There are no existing family relationships between
or among any of our executive officers or directors.

Name                Age     Position Held                  Director Since
-----              -----    -----------------------        ---------------
Mark S. Clayton      44     President, Director            July 5, 2000
Donald R. Mayer      63     Secretary/Treasurer, Director  October 20, 2000


      Mark S. Clayton   Mr. Clayton is the owner and President of Fitness
Equipment Source which wholesales exercise equipment.  He has operated that
business for the past eleven years.  He graduated from the University of Utah
in 1980 with a bachelor's degree in business management.

      Donald R. Mayer   Mr. Mayer has been the President and a director of
Universal Business Insurance, an insurance company that he founded and has
operated for the past thirteen years.  He has worked in the insurance industry
for over twenty years, specializing in the motel/hotel industry.  He is a
director of WorldNet, Inc. of Nevada, and Globalwise Investments, Inc., which
are blank check reporting companies.  He graduated from the University of Utah
in 1971 with a bachelor's degree in accounting.

Section 16(a) Beneficial Ownership Reporting Compliance

      Section 16(a) of the Securities Exchange Act of 1934 requires our
directors, executive officers and persons who own more than ten percent of a
registered class of our equity securities, to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of our common stock. Officers, directors and greater than
ten-percent beneficial owners are required by SEC regulations to furnish us
with copies of all Section 16(a) reports they file.  Based upon review of the
copies of such forms furnished to us and representations from known reporting
persons whether Forms 5 were required, we believe no reports were required.


                 ITEM 10: EXECUTIVE COMPENSATION

      None of our named executive officers received any cash compensation,
bonuses, stock appreciation rights, long term compensation, stock awards or
long-term incentive rights, in excess of $100,000, from us during the past
three fiscal years.  Mr. Clayton, our President, who acts in the capacity of
chief executive officer, did not receive compensation during fiscal year 2002.
We have not entered into employment contracts with our executive officers and
their compensation, if any, will be determined at the discretion of our Board
of Directors.

Compensation of Directors

      We do not have any standard arrangement for compensation of our
directors for any services provided as director; including services for
committee participation or for special assignments.



                                19

<PAGE>


ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth the beneficial ownership of our
outstanding common stock by our management and each person or group known by
us to own beneficially more than 5% of our outstanding common stock.
Beneficial ownership is determined in accordance with SEC rules and
regulations, which generally requires voting or investment power with respect
to securities.  Except as indicated by footnote, the persons named in the
table below have sole voting power and investment power with respect to all
shares of common stock shown as beneficially owned by them.  The percentage of
beneficial ownership is based on 17,000,000 shares of common stock outstanding
as of March 4, 2003.

                    CERTAIN BENEFICIAL OWNERS

                                 Common Stock Beneficially Owned
                                 -------------------------------
Name and Address of              Number of Shares of
Beneficial Owners                Common Stock         Percentage of Class
-----------------                -----------------    -------------------
VIP Worldnet, Inc.               15,010,450*                  88.3%
154 E.  Ford Avenue
Salt Lake City, Utah 84124

      * VIP Worldnet, Inc. holds 15,000,000 shares and one of its directors
and officers, Joanne Clinger, beneficially owns 10,450 shares of our common
stock.

                            MANAGEMENT

                                  Common Stock Beneficially Owned
                                  -------------------------------
Name and Address of               Number of Shares of
Beneficial Owners                 Common Stock           Percentage of Class
------------------                -------------          -------------------
Donald R. Mayer                        234,200                  1.4%
655 East 4500 South, Suite 170
Salt Lake City, Utah 84107


     ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      We have not engaged in any transactions in excess of $60,000 during the
past two years involving our executive officers, directors, more than 5%
stockholders or immediate family members of such persons.

      Our parent company, VIP Worldnet, Inc., beneficially owns 15,010,450
shares of our common stock which represents 88.3% of our issued and
outstanding shares.


            ITEM 13: EXHIBITS AND REPORTS ON FORM 8-K

Exhibits
--------
3.1          Articles of Incorporation
            (Incorporated by reference to exhibit 3.1 to Form 10-SB, filed
             December 10, 2001)
3.3          Bylaws
            (Incorporated by reference to exhibit 3.2 to Form 10-SB, filed
             December 10, 2001)
99.1         Section 1350 certification




                                20

<PAGE>

Reports on Form 8-K

      None

                 ITEM 14: CONTROLS AND PROCEDURES

      During the year ended December 31, 2002, we formalized the procedures we
rely on to ensure that material information regarding our company and its
operations is provided to the public in a timely manner.  On March 24, 2003,
our principal executive and financial officer, Mark S. Clayton, evaluated the
effectiveness of these disclosure controls and procedures and determined that
there were no significant deficiencies in these procedures.

      Also, Mr. Mayer did not identify any deficiencies or material weaknesses
in our internal controls, nor did he identify fraud that involved management
or other employees who had a significant role in our internal controls.  He
did not find any deficiencies or weaknesses which would require changes to be
made or corrective actions to be taken related to our internal controls.


                            SIGNATURES

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


                              Nova Star Innovations, Inc.

                               /s/ Mark S. Clayton
Date: March 26, 2003       By: __________________________________
                               Mark S. Clayton
                               President and Director
                               Principal Executive and Financial Officer

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


                               /s/ Donald R. Mayer
Date: March 26, 2003       By: _______________________________________
                               Donald R. Mayer
                               Secretary/Treasurer and Director


            PRINCIPAL EXECUTIVE OFFICER CERTIFICATION


I, Mark S. Clayton, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Nova Star
Innovations, Inc.;

2.   Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statement made, in light of the circumstances under which statements

                                21

<PAGE>

were made, not misleading with respect to the period covered by this annual
report;

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

4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

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

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

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

5.   The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent 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.   The registrant's other certifying officers and 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.


                                    /s/ Mark S. Clayton
Date: March 26, 2003                _________________________________
                                    Mark S. Clayton
                                    Principal Executive Officer



            PRINCIPAL FINANCIAL OFFICER CERTIFICATION

I, Mark S. Clayton, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Nova Star
Innovations, Inc.;

2.   Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statement made, in light of the circumstances under which statements
were made, not misleading with respect to the period covered by this annual
report;
                                22

<PAGE>

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

4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

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

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

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

5.   The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent 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.   The registrant's other certifying officers and 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.



                                    /s/ Mark S. Clayton
Date: March 26, 2003                ____________________________________
                                    Mark S. Clayton
                                    Principal Financial Officer










                                23