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, 2003

[ ]     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, 2004 the registrant had 18,000,000 shares of common stock
outstanding.

Documents incorporated by reference:  None.

Transitional Small Business Disclosure Format: Yes [ ]  No [X]

<PAGE>



                        TABLE OF CONTENTS

                              PART I

Item 1.  Description of Business............................................3
Item 2.  Description of Property............................................6
Item 3.  Legal Proceedings..................................................6
Item 4.  Submission of Matters to a Vote of Security Holders................6

                             PART II

Item 5.  Market for Common Equity, Related Stockholder Matters
         and Issuer Purchase of Securities..................................6
Item 6.  Plan of Operations.................................................7
Item 7.  Financial Statements...............................................7
Item 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure..............................................18
Item 8A. Controls and Procedures...........................................18

                             PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons,
         Compliance with Section 16(a) of the Exchange Act.................18
Item 10. Executive Compensation............................................19
Item 11. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters...................................19
Item 12. Certain Relationships and Related Transactions....................20
Item 13. Exhibits and Reports on Form 8-K..................................20
Item 14. Principal Accountant Fees and Services............................20
Signatures.................................................................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 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


                                3

<PAGE>


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
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;


                                4
<PAGE>

     (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 factor 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, Executive Officers, . . .")  Potential investors must recognize
that due to our management's inexperience we may not adequately evaluate a
potential business opportunity. Our management has had limited experience with
mergers and acquisitions of business opportunities and has not been involved
with an initial public offering.  Messrs. Mark S. Clayton and Donald R. Mayer,
our officers and directors, were involved with one prior acquisition of a
business opportunity by another blank check reporting company for which they
were directors and officers.  The acquisition was structured as a
stock-for-stock exchange and upon consummation of the acquisition both Messrs.
Clayton and Mayer resigned as officers and directors of the merged company.

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.

Mr. Mayer is a director of other blank check companies which have a structure
and a business plan which is identical to ours.  Mr. Mayer is a director of
WorldNet, Inc. of Nevada and Globalwise Investments, Inc., blank check
reporting companies.  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.  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.

We presently do not foresee entering into a merger or acquisition transaction
with any business with which our officers or directors are currently
affiliated.  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.


                                5
<PAGE>

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 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 2003 fiscal year.


                             PART II

ITEM 5: MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
                AND ISSUER PURCHASE OF SECURITIES

Market, Holders and Dividends

Our common stock is not listed on an established trading market.  As of March
4, 2004 we had approximately 84


                                6
<PAGE>

shareholders of record holding 18,000,000 common shares.  We had not 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.

Recent Sales of Unregistered Securities

On December 4, 2003, we issued 1,000,000 restricted common shares to First
Equity Holdings Corp. in consideration for business management and
administrative services valued at approximately $10,000.  We relied on an
exemption from registration for a private transaction not involving a public
distribution provided by Section 4(2) of the Securities Act.

Issuer Purchase of Securities

None.


                    ITEM 6:  PLAN OF OPERATION

We have no assets and have experienced losses from inception.  During the next
twelve months our management intends to actively seek an operating company to
acquire or merge with which will create necessary operating revenue.

We currently cannot satisfy our cash requirements for our operations.  The
majority of our operating expenses are related to our reporting obligations
under the Exchange Act.  These expenses are related to legal, accounting and
professional services required to prepare our reports and the costs of filing
the reports with the SEC.  We are unable to pay cash for these services and
have relied on related and third parties to pay for these costs on our behalf.
These parties have not entered into written agreements guaranteeing advances
and, therefore, these parties are not obligated to provide funds in the
future.  However, management anticipates that these parties will continue to
pay for these costs on our behalf during the next twelve months.
Historically, we have paid for these advances by converting the debt into
common stock.

If we obtain a business opportunity, then it may be necessary to raise
additional capital.  We likely will sell our common stock to raise this
additional capital.  We expect to issue such stock pursuant to exemptions
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 do not currently intend to make a public offering of our
stock.  We also note that if we issue more shares of our common stock, then
our shareholders may experience dilution in the value per share of their
common stock.


                   ITEM 7: FINANCIAL STATEMENTS




                                7


<PAGE>







                   Nova Star Innovations, Inc.
    (formerly Hystar Aerospace Marketing Corporation of Maine)
                  (a Development State Company)
                       Financial Statements
                    December 31, 2003 and 2002











                                8

<PAGE>


                             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




                                9

<PAGE>

                          CHISHOLM, BIERWOLF & NILSON
                          Certified Public Accountants
A Limited Liability        533 W. 2600 S., Suite 250     Office (801) 292-8756
     Company                 Bountiful, Utah 84010          Fax (801) 292-8809

______________________________________________________________________________




                   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, 2003 and 2002 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, 2003.  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, 2003 and 2002 and the results of its
operations and cash flows for the years ended December 31, 2003 and 2002 and
from inception April 25, 1986 through December 31, 2003 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, Bierwolf & Nilson

Chisholm, Bierwolf  & Nilson
Bountiful, Utah
January 13, 2004


                               -3-

<PAGE> 10





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


                              ASSETS




                                                        December 31
                                                      2003          2002
                                                -------------- --------------
CURRENT ASSETS

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

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



               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts Payable                                $       5,000  $       5,000
                                                -------------- --------------

  Total Liabilities                                     5,000          5,000
                                                -------------- --------------
STOCKHOLDERS' EQUITY

Common Stock, $.001 par value; 20,000,000
  shares authorized; 18,000,000 and
  17,000,000 shares issued and outstanding
  respectively                                         18,000         17,000

Additional Paid-in Capital                              9,000              -

Deficit Accumulated during the development stage      (32,000)       (22,000)
                                                -------------- --------------

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

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



The accompanying notes are an integral part of these financial statements

                               -4-
<PAGE> 11



                    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
                                    2003            2002      to Dec. 31, 2003
                                 ------------- -------------- ----------------

REVENUES                         $          -  $           -  $           -
                                 ------------- -------------- --------------
EXPENSES

  General & Administrative             10,000          5,000         32,000
                                 ------------- -------------- --------------

    TOTAL EXPENSES                     10,000          5,000         32,000
                                 ------------- -------------- --------------

NET INCOME (LOSS)                $    (10,000) $      (5,000) $     (32,000)
                                 ============= ============== ==============

NET LOSS PER SHARE               $          -  $           -  $           -
                                 ============= ============== ==============
WEIGHTED AVERAGE SHARES
  OUTSTANDING                      17,073,973     17,000,000     17,004,180
                                 ============= ============== ==============





The accompanying notes are an integral part of these financial statements

                               -5-

<PAGE> 12


                   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, 2003

                                                                  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)

Common stock issued for
 services at $.01 per share    1,000,000       1,000       9,000            -

Net (loss) for the year
 ended December 31, 2003               -           -           -      (10,000)
                            ------------- ----------- ----------- ------------

Balance - December 31, 2003   18,000,000  $   18,000  $    9,000  $   (32,000)
                            ============= =========== =========== ============



The accompanying notes are an integral part of these financial statements

                               -6-
<PAGE> 13




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


                                                                From
                                                                Inception on
                                                                April 25, 1986
                                       For the Years Ended      Through
                                           December 31          December 31,
                                       2003            2002     2003
                                   ------------- -------------- --------------

Cash Flows from Operating Activities

  Net Loss                         $    (10,000) $      (5,000) $     (32,000)
  Less  Non-cash Items:
  Increase in Accounts Payable                -          5,000          5,000
  Shares issued for services             10,000              -         10,000
  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> 14

                   Nova Star Innovations, Inc.
    (formerly Hystar Aerospace Marketing Corporation of Maine)
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2003 and 2002

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, 2003:

 Basic EPS
  Income (loss) to common stockholders  $    (10,000)   17,073,973  $    (.00)
                                        ============= ============= ==========
For the year ended December 31, 2002:

 Basic EPS
  Income (loss) to common stockholders  $    ( 5,000)   17,000,000  $    (.00)
                                        ============= ============= ==========
From inception on April 25,1986 to
December 31, 2003:

 Basic EPS
  Income (loss) to common stockholders  $    (32,000)   17,004,180  $    (.00)
                                        ============= ============= ==========




                               -8-
<PAGE> 15

                   Nova Star Innovations, Inc.
    (formerly Hystar Aerospace Marketing Corporation of Maine)
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2003 and 2002


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 $32,000 that will be offset against
future taxable income.  These NOL carryforwards began to expire in the year
2002.  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, 2
2003 and 2002:
                                               December 31,
                                           2003           2002
                                        ------------- -------------
     Deferred tax asset:
        NOL carryforward                $      5,100  $      1,700

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

                                        $          -  $          -
                                        ============= =============

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> 16

                   Nova Star Innovations, Inc.
    (formerly Hystar Aerospace Marketing Corporation of Maine)
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2003 and 2002


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.

     During 2003, the Company issued 1,000,000 shares of common stock for
services rendered valued at $10,000 (or $.01 per share).


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.





                               -10-

<PAGE> 17

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

In our current report dated February 9, 2004, we reported that our independent
auditors, Chisholm & Associates, Certified Public Accountants, resigned as our
independent auditors and we engaged Chisholm, Bierwolf & Nilson, LLC.

                ITEM 8A:  CONTROLS AND PROCEDURES

Our President, who acts in the capacity as principal executive officer and
principal financial officer, has reevaluated the effectiveness of our
disclosure controls and procedures as of the end of the period covered by this
report and determined that there continued to be no significant deficiencies
in these procedures.  Also, there were no changes made or corrective actions
to be taken related to our internal control over financial reporting.

                             PART III

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

Our executive officers and directors, their respective ages and biographical
information are 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      46     President, Director            July 5, 2000
Donald R. Mayer      64     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
over 10 years.  He graduated from the University of Utah in 1980 with a
bachelor's degree in business management.

Donald R. Mayer - Mr. Mayer is the President and a director of Universal
Business Insurance, an insurance company that he founded.  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., blank check reporting companies.  He graduated from the
University of Utah, located in Salt Lake City, Utah, with a bachelors degree
in accounting.

Audit Committee Financial Expert

Because we have minimal operations we do not have an audit committee serving
at this time.  Therefore, we do not have an audit committee financial expert
serving on an audit committee.

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 to be filed.

Code of Ethics

Due to the fact that we have minimal operations, we have not adopted a code of
ethics for our principal executive and financial officers.  Our board of
directors will revisit this issue in the future to determine if adoption of a
code of


                                18

<PAGE>


ethics is appropriate.  In the meantime, our management intends to promote
honest and ethical conduct, full and fair disclosure in our reports to the
SEC, and compliance with applicable governmental laws and regulations.

                 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 2003.  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.

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                 AND RELATED STOCKHOLDER MATTERS

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 18,000,000 shares of common stock outstanding as of
March 4, 2004.

                    CERTAIN BENEFICIAL OWNERS

Name and Address of              Number of Shares of
Beneficial Owners                Common Stock         Percentage of Class
-----------------                -----------------    -------------------

VIP Worldnet, Inc.                   15,010,450*             83.4%
154 E.  Ford Avenue
Salt Lake City, Utah 84124

First Equity Holdings Corp.           1,000,000               5.6%
2157 S. Lincoln Street
Salt Lake City, Utah 84106

    *   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

Name and Address of              Number of Shares of
Beneficial Owners                Common Stock         Percentage of Class
-----------------                -----------------    -------------------

Donald R. Mayer                         234,200               1.3%
655 East 4500 South,
Suite 170
Salt Lake City, Utah 84107


Securities Under Equity Compensation Plans

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

                                19

<PAGE>


     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 83.4% 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)

31.1     Principal Executive Officer Certification

31.2     Principal Financial Officer Certification

32.1     Section 1350 Certification

Reports on Form 8-K

On February 13, 2004, we filed a current report on Form 8-K, dated February 9,
2004, under Item 4 related to a change of our independent auditor.

         ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our former independent auditor, Chisholm & Associates, Certified Public
Accountants, billed an aggregate of $1,120 for the year ended December 31,
2002 and $1,276 for the year ended December 31, 2003 for professional services
rendered for the audit of our annual financial statements and review of the
financial statements included in our quarterly reports.  Our independent
auditor has not billed us for any audit-related fees, tax fees or other fees
for the past two fiscal years.

We do not have an audit committee and as a result our entire board of
directors performs the duties of an audit committee.  Our board of directors
will approve in advance the scope and cost of the engagement of an auditor
before the auditor renders audit and non-audit services.  As a result, we do
not rely on pre-approval policies and procedures.

                                20


<PAGE>

                            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.



Date: March 12, 2004               /s/ Mark S. Clayton
                              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 12, 2004          By: _______________________________________
                                  Donald R. Mayer
                                  Secretary/Treasurer and Director





                                21