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

                                AMENDMENT NO. 1
                                   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
    EXCHANGE ACT OF 1934  For the transition period from           to
                                                         ----------  -----------

Commission File Number: 000-49692

                             Star Computing Limited
                             ----------------------
             (Exact name of registrant as specified in its charter)
Nevada                                                               88-0504050
------                                                               ----------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

16543 22nd Street & Pacific Coast Highway, Suite 100
Sunset Beach, California                                                 90742
--------------------------------------------------------  ----------------------
(Address of principal executive offices)                             (Zip Code)

                                 (562) 592-2280
                                 --------------
              (Registrant's Telephone Number, Including Area Code)


Securities registered under Section 12(b) of the Act:


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

              None                                       None
              ----                                       ----

Securities registered under Section 12(g) of the Act:

                  Common Stock, Par Value $.001
                  -----------------------------
                         (Title of Class)

Indicate by check mark whether the registrant (1) has 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.   (X) Yes   ( ) No

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

State issuer's revenues for its most recent fiscal year. $17,500.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) As of April 30, 2003, approximately $74,460.

As of April 30, 2003, there were 2,741,000 shares of the issuer's $.001 par
value common stock issued and outstanding.

Documents incorporated by reference. There are no annual reports to security
holders, proxy information statements, or any prospectus filed pursuant to Rule
424 of the Securities Act of 1933 incorporated herein by reference.

Transitional Small Business Disclosure format (check one):

                           ( ) Yes           (X)   No



                                       1
<PAGE>


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.
--------------------------------

Our Background. We were incorporated in Nevada on July 16, 2001.

Our Business. We are a development stage company. We sell refurbished and
closeout models of consumer-related computer hardware, including desktops,
notebooks, monitors, modems, servers, and storage and memory from various
manufacturers. We plan to serve as the intermediary between manufacturers
wishing to dispose of miscellaneous hardware items, such as returns or closeout
items, and businesses and consumers wishing to purchase computer hardware at
discount prices. For the year ended December 31, 2002 we have generated revenues
of approximately $17,500.

To effectuate our business plan during the next twelve months, we must continue
to market our products and services. We believe that we will use some our
revenues generated from sales of our products to pay for our proposed marketing
activities. We hope that we will continue to market the products and services
that we sell by in person meetings with prospective customers. Our failure to
pay for our marketing activities could result in our inability to meet the
objectives of our business plan within the next twelve months.

In addition, we are providing systems set up and operation consulting services
to small companies. These small companies may already be existing clients
through our resale business. We believe that there is a local niche market for
these types of consulting services where small companies cannot justify having
their own internal information technology or IT department. As well, these
clients typically require web design services, and although we do not provide
these services directly, we can coordinate these services to those clients
through our network of web design and marketing firms.

Our Products and Services. We currently serve as a broker of goods sold in lot
quantities, primarily, used and refurbished consumer computer components and
systems. We anticipate that the level of our revenues generated will fluctuate
significantly. Therefore, past revenues will not be indicative of future
results. For example, when a computer manufacturer or retailer ends the
production or sales of the current line of a computer system, we serve as the
middleman finding buyers of these unsold closeout items. Additionally, we seek
to match buyers and sellers of refurbished computer components or systems. In
this scenario, where a computer system is purchased by a consumer or business,
and then returned for an operational or other problem, the retailer is either
unable or unwilling to market the repaired and refurbished component or system.
At that point, we serve as clearinghouse for such items, wherein potential
buyers can shop for computer components and systems at potentially large
discounts from the original selling price of the item. We do not propose to
warehouse inventory, but rather, serve as a channel for transactions between
interested parties. We will sell components by locating and purchasing inventory
that other entities wish to dispose of, and in the meantime locate buyers for
those components without actually taking possession of those components
ourselves. Therefore, we will not be required to store any inventory at any
time, but serve as an intermediary.

Our Proposed Website. We currently own the domain name www.starcomputingltd.com.
We anticipate that our proposed website will display our corporate logo, contact
information, and provide a general description of the computer components and
systems that we offer as well as prices of those products. If we generate
significant revenues, we intend to further develop our website to serve as a
marketplace to match buyers and sellers of refurbished computer components.


                                       2
<PAGE>

Our Target Markets and Marketing Strategy. We intend to serve individual and
corporate customers seeking competitively priced or hard to find computer
equipment to meet their personal and business requirements. We believe the
demand for used computer parts and systems is expanding, since many businesses
and consumers currently own desktop and laptop computers. As improvements in
technology occur, many computer users seek to upgrade their computing capability
either by purchasing a new system, or by replacing key components, such as
processors, storage and memory, modems, CD or floppy drives or monitors. We
estimate that because of the rapid changes in technology, computer product life
cycles are increasingly shorter, prices become lower, and competition increases.
By serving as a source for components and systems, we believe we fill a growing
need in the market for computer products that are competitively priced but
technologically up-to-date. We intend promote our brokering services and product
sales by means of relationship-building with both potential and current buyers
and sellers, trade magazine articles and advertisements, reputation and word of
mouth. We also intend to attend industry events to build relationships with
potential sellers of computer equipment and to generate sales leads.

Our Growth Strategy. Our objective is to establish our reputation of
intelligently matching buyers and sellers in a timely and convenient fashion and
build long-term relationships as an effective broker of computer systems and
components. Our strategy is to provide clients with exceptional personal service
and access to products at competitive prices. Key elements of our strategy
include:

     o    cultivate relationships with existing and potential clients;
     o    increase our relationships with third party providers of components,
          systems and maintenance and repair products and services;
     o    develop and promote our website and expand its capabilities; and
     o    expand operations in the Southern California and West Coast regions.

Our Competition. The market for sales of refurbished and closeout models of
computer hardware is very competitive. We compete primarily with manufacturers
as well as retail computer stores, such as Fry's, CompUSA, Best Buy, Office
Depot, and other retail sources of computer equipment, who sell both new and
refurbished items. We also compete with other local or regional providers of
computer refurbishing services. Many of these competitors market their products
and services in a traditional store-front fashion as well as by means of a
website. Some online competitors provide a variety of services, such as
databases used for searching for particular parts, or indicating trends in parts
sales and resales. Some of our online competitors include freetradezone.com,
ihsparts.com, questlink.com, icmaster.com, compu-mart.com, partsmartnetwork.com
and ComputerTradingPost.com.

We intend to compete on the basis of service and price, utilizing the experience
and contacts of Larry S. Poland to provide high quality products at a reasonable
price. We believe that Mr. Poland's experience and contacts in the industry will
allow us to pay less for the services that we subcontract.

Many of these competitors have greater financial resources than we have,
enabling them to finance acquisition and development opportunities, to pay
higher prices for the same opportunities or to develop and support their own
operations. In addition, many of these companies can offer bundled, value-added
or additional services not provided by us, and may have greater name
recognition. These companies might be willing to sacrifice profitability to
capture a greater portion of the market for similar products and services, or
pay higher prices than we would for the same expansion and development
opportunities. Consequently, we may encounter significant competition in our
efforts to achieve our internal growth objectives.

Our Intellectual Property. We do not presently own any copyrights, patents,
trademarks, licenses, concessions or royalties. Our success may depend in part
upon our ability to preserve our trade secrets, obtain and maintain patent
protection for our technologies, products and processes, and operate without
infringing the proprietary rights of other parties. However, we may rely on
certain proprietary technologies, trade secrets, and know-how that are not
patentable. Although we may take action to protect our unpatented trade secrets
and our proprietary information, in part, by the use of confidentiality
agreements with our employees, consultants and certain of our contractors, we
cannot guaranty that:

                                       3
<PAGE>

     o    these agreements will not be breached;
     o    we would have adequate remedies for any breach; or
     o    our proprietary trade secrets and know-how will not otherwise become
          known or be independently developed or discovered by competitors.

We cannot guaranty that our actions will be sufficient to prevent imitation or
duplication of either our products by others or prevent others from claiming
violations of their intellectual property rights.

We own the Internet domain name www.starcomputingltd.com. Under current domain
name registration practices, no one else can obtain an identical domain name,
but someone might obtain a similar name, or the identical name with a different
suffix, such as ".org", or with a country designation. The regulation of domain
names in the United States and in foreign countries is subject to change, and we
could be unable to prevent third parties from acquiring domain names that
infringe or otherwise decrease the value of our domain names.

Government Regulation. We are subject to federal, state and local laws and
regulations generally applied to businesses, such as payroll taxes on the state
and federal levels. We do not believe that our sales activities are subject to
licensing or other regulatory requirements. We believe that we are in conformity
with all applicable laws in all relevant jurisdictions.

Our Research and Development. We are not currently conducting any research and
development activities, other than the development of our website. We do not
anticipate conducting such activities in the near future.

Employees. As of March 30, 2003, we have one full time employee. We anticipate
that we will not hire any employees in the next six months, unless we generate
significant revenues. From time-to-time, we anticipate that we will use the
services of independent contractors and consultants for the various services
that we provide.

Facilities. Our headquarters are located at 16543 22nd Street & Pacific Coast
Highway, Suite 100, Sunset Beach, California 90742. We believe that our
facilities are adequate for our needs and that additional suitable space will be
available on acceptable terms as required. We do not own any real estate.

ITEM 2.  DESCRIPTION OF PROPERTY.
---------------------------------

Property held by us. As of the dates specified in the following table, we held
the following property:

============================== =================== ===========================
        Property                December 31, 2002     December 31, 2001
------------------------------ ------------------- ---------------------------
Cash                                 $32,350               $16,026
------------------------------ ------------------- ---------------------------
Property and equipment, net           $950                  $377
============================== =================== ===========================

Our Facilities. Our headquarters are located at 16543 22nd Street & Pacific
Coast Highway, Suite 100, Sunset Beach, California 90742

ITEM 3.  LEGAL PROCEEDINGS.
---------------------------

There are no legal actions pending against us nor are any legal actions
contemplated by us at this time.

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

Not applicable.


                                       4
<PAGE>

                                     PART II

ITEM 5.  MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
------------------------------------------------------------------------

Reports to Security Holders. We are a reporting company with the Securities and
Exchange Commission, or SEC. The public may read and copy any materials filed
with the SEC at the SEC's Public Reference Room at 450 Fifth Street N.W.,
Washington, D.C. 20549. The public may also obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC. The address of that site is http://www.sec.gov.

Our securities are not listed for trading on any exchange or quotation service.
We are not required to comply with the timely disclosure policies of any
exchange or quotation service. The requirements to which we would be subject if
our securities were so listed typically include the timely disclosure of a
material change or fact with respect to our affairs and the making of required
filings. Although we are not required to deliver an annual report to security
holders, we intend to provide an annual report to our security holders, which
will include audited financial statements.

The approximate number of holders of record of shares of our common stock is
thirty one. There are no outstanding options or warrants to purchase, or
securities convertible into, shares of our common stock. There are 1,500 shares
that can be sold pursuant to Rule 144 promulgated pursuant to the Securities Act
of 1933.

There have been no cash dividends declared on our common stock. Dividends are
declared at the sole discretion of our Board of Directors.

Penny Stock Regulation. Shares of our common stock are subject to rules adopted
by the Securities and Exchange Commission that regulate broker-dealer practices
in connection with transactions in "penny stocks". Penny stocks are generally
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the Nasdaq
system, provided that current price and volume information with respect to
transactions in those securities is provided by the exchange or system). The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Securities and Exchange Commission, which
contains the following:

     o    a description of the nature and level of risk in the market for penny
          stocks in both public offerings and secondary trading;
     o    a description of the broker's or dealer's duties to the customer and
          of the rights and remedies available to the customer with respect to
          violation to such duties or other requirements of securities' laws;
     o    a brief, clear, narrative description of a dealer market, including
          "bid" and "ask" prices for penny stocks and the significance of the
          spread between the "bid" and "ask" price;
     o    a toll-free telephone number for inquiries on disciplinary actions;
     o    definitions of significant terms in the disclosure document or in the
          conduct of trading in penny stocks; and
     o    such other information and is in such form (including language, type,
          size and format), as the Securities and Exchange Commission shall
          require by rule or regulation.

Prior to effecting any transaction in penny stock, the broker-dealer also must
provide the customer the following:

     o    the bid and offer quotations for the penny stock;
     o    the compensation of the broker-dealer and its salesperson in the
          transaction;
     o    the number of shares to which such bid and ask prices apply, or other
          comparable information relating to the depth and liquidity of the
          market for such stock; and
     o    monthly account statements showing the market value of each penny
          stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably statement. These
disclosure requirements may have the effect of reducing the trading activity in
the secondary market for a stock that becomes subject to the penny stock rules.
Holders of shares of our common stock may have difficulty selling those shares
because our common stock will probably be subject to the penny stock rules.


                                       5
<PAGE>


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN
OF OPERATION.
-----------------------------------------------------------------------------

This following information specifies certain forward-looking statements of
management of the company. Forward-looking statements are statements that
estimate the happening of future events are not based on historical fact.
Forward-looking statements may be identified by the use of forward-looking
terminology, such as "may", "shall", "will", "could", "expect", "estimate",
"anticipate", "predict", "probable", "possible", "should", "continue", or
similar terms, variations of those terms or the negative of those terms. The
forward-looking statements specified in the following information have been
compiled by our management on the basis of assumptions made by management and
considered by management to be reasonable. Our future operating results,
however, are impossible to predict and no representation, guaranty, or warranty
is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in
the following information represent estimates of future events and are subject
to uncertainty as to possible changes in economic, legislative, industry, and
other circumstances. As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions from
and among reasonable alternatives require the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is expressed
on the achievability of those forward-looking statements. No assurance can be
given that any of the assumptions relating to the forward-looking statements
specified in the following information are accurate, and we assume no obligation
to update any such forward-looking statements.


CRITICAL ACCOUNTING POLICY AND ESTIMATES. Our Management's Discussion and
Analysis of Financial Condition and Results of Operations section discusses our
consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America. The
preparation of these financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. On an on-going basis, management evaluates
its estimates and judgments, including those related to revenue recognition,
accrued expenses, financing operations, and contingencies and litigation.
Management bases its estimates and judgments on historical experience and on
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying value of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions. The most significant accounting estimates inherent in
the preparation of our financial statements include estimates as to the
appropriate carrying value of certain assets and liabilities which are not
readily apparent from other sources. These accounting policies are described at
relevant sections in this discussion and analysis and in the notes to them
consolidated financial statements included in our Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2002.


(b) Changes in internal controls. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of the evaluation of those controls by the chief
executive officer and principal financial officer.

Liquidity and Capital Resources. We had cash of $32,350 as of December 31, 2002,
and $17,500 in accounts receivable as of that date, resulting in our total
current assets of $49,850 as of December 31, 2002. The total of our property and
equipment, less accumulated depreciation of $142, was a net value of $950.
Therefore, our total assets as of December 31, 2002 were $50,800. This is in
comparison to the period from our inception on July 16, 2001 through the year
ending December 31, 2001, where we had cash of $16,026 as of that date and
$10,500 in prepaid expenses, making our total current assets as of December 31,
2001 a total of $26,526. As of December 31, 2001, we also had $377 in net value
of our computer equipment, making our total assets $26,903.

We believe that our available cash is sufficient to pay our day-to-day
expenditures. In March 2002, our registration statement on Form SB-2 to register
2,500,000 shares of common stock to be offered for sale by us at $0.06 per share
was declared effective by the SEC. As of December 31, 2002, we had sold
1,241,000 shares of common stock for a total of $74,460. That offering has
been terminated.

As of December 31, 2002, our current liabilities were $4,163, which were
represented solely by accounts payable. We had no other long term liabilities,
commitments or contingencies. This is in comparison to the period from our
inception on July 16, 2001 through the year ending December 31, 2001, where we
had no liabilities.

Results of Operations.

Revenues. We realized revenues of $17,500 during the year ended December 31,
2002, of which $14,500 was from providing consulting services, and $3,000 was
from sales of hardware. This is in comparison to the period from our inception
on July 16, 2001 through the year ended December 31, 2001, where we had
generated revenues of $200. We anticipate that our ability to generate revenues
will increase significantly if we develop additional relationships with third
party providers of components, systems and maintenance and repair products and
services.

Operating Expenses. For the year ended December 31, 2002, our total expenses
were approximately $73,609, which were represented by $28,277 in legal expenses,
$12,275 in accounting expenses, $14,700 in consulting expenses, $15,879 in
general and administrative expenses and $2,478 for hardware. Therefore, our net
loss for the year ended December 31, 2002, was approximately $56,109. This is
compared to the period from our inception on July 16, 2001 through December 31,
2001, where we had $5,870 in general and administrative expenses, making our net
loss for that period $5,670.


                                       6
<PAGE>

Our Plan of Operation for the Next Twelve Months. We have generated revenues of
approximately $17,700 since our inception on July 16, 2001. We anticipate that
we will generate more significant revenues in the next twelve months. To
effectuate our business plan during the next twelve months, we must increase our
product offerings and market and promote our products. We must also obtain
additional suppliers and customers to increase our supplier and customer base.
We currently market our business primarily through referrals. Our president,
Larry S. Poland, had a large foundation of business relationships and a strong
reputation in the industry, which we believe has been transferred to us. We
believe that referrals will continue to comprise a majority of our business.
However, our failure to market and promote our services will hinder our ability
to increase the size of our operations and generate additional revenues.

We had cash of $32,350 as of December 31, 2002. In the opinion of management,
available funds will satisfy our working capital requirements for the next
twelve months. Our forecast for the period for which our financial resources
will be adequate to support our operations involves risks and uncertainties and
actual results could fail as a result of a number of factors. Besides generating
revenue from our current operations, we may need to raise additional capital to
conduct further marketing activities and expand our operations to the point at
which we are able to operate profitably.

We are not currently conducting any research and development activities, other
than the development of our website. We do not anticipate conducting such
activities in the near future. In the event that we expand our customer base,
then we may need to hire additional employees or independent contractors as well
as purchase or lease additional equipment.

ITEM 7.  FINANCIAL STATEMENTS
-----------------------------

The financial statements required by Item 7 are presented in the following
order:





                                        7
<PAGE>



                             STAR COMPUTING LIMITED
                          (A Development Stage Company)









Independent Auditors' Report

Financial Statements

   Balance Sheets as of December 31, 2002 and 2001

   Statements of Operations for the year ended December 31, 2002, the
   periods July 16, 2001 (inception) through December 31, 2001 and
   July 16, 2001 (inception) through December 31, 2002

   Statement of Changes in Stockholders' Equity for the period July
   16, 2001 (inception) through December 31, 2002

   Statements of Cash Flows for the for the year ended December 31,
   2002, the periods July 16, 2001 (inception) through December 31,
   2001 and July 16, 2001 (inception) through December 31, 2002

    Notes to Financial Statements




                                       8
<PAGE>


                          Independent Auditors' Report


                                                                 March 19, 2003

To the Board of Directors and Stockholders of
Star Computing Limited



         We have audited the accompanying balance sheets of Star Computing
Limited (a development stage company) as of December 31, 2002 and 2001, and the
related statements of operations, changes in stockholders' equity and cash flows
for the year ended December 31, 2002, and the periods July 16, 2001 (inception)
through December 31, 2001 and July 16, 2001 (inception) 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 auditing standards generally
accepted 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 Star Computing
Limited as of December 31, 2002 and 2001, and the results of its operations and
its cash flows for the year ended December 31, 2002, and the periods July 16,
2001 (inception) through December 31, 2001 and July 16, 2001 (inception) through
December 31, 2002 in conformity with accounting principles generally accepted in
the United States of America.



                                        A Professional Accountancy Corporation
                                        Newport Beach, California



                                       9
<PAGE>



                             STAR COMPUTING LIMITED
                          (A Development Stage Company)

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                     ASSETS
                                     ------
<S>                                   <C>                             <C>                <C>
                                                                           December 31,
                                                                ----------------------------------
                                                                      2002               2001
                                                                ---------------    ---------------

ASSETS
   Cash                                                         $        32,350    $        16,026
   Accounts receivable                                                   17,500                ---
   Prepaid expenses                                                         ---             10,500
                                                                ---------------    ---------------

     Total current assets                                                49,850             26,526
                                                                ---------------    ---------------

PROPERTY AND EQUIPMENT
   Computer equipment                                                     1,092                400
   Less: accumulated depreciation                                          (142)               (23)
                                                                ---------------    ---------------

     Total property and equipment                                           950                377
                                                                ---------------    ---------------

       Total assets                                             $        50,800    $        26,903
                                                                ===============    ===============

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


CURRENT LIABILITIES
   Accounts payable                                             $          4163    $           ---
                                                                ---------------    ---------------

     Total current liabilities                                            4,163                ---
                                                                ---------------    ---------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
   Common stock, $0.001 par value;
     50,000,000 shares authorized,
     2,741,000 and 1,500,000  shares issued and outstanding,
      respectively, at December 31, 2002 and 2001                         2,741              1,500
   Additional paid-in capital                                           105,675             31,073
   Deficit accumulated during development stage                         (61,779)            (5,670)
                                                                ---------------    ---------------

       Total stockholders' equity                                        46,637             26,903
                                                                ---------------    ---------------

         Total liabilities and stockholders' equity             $        50,800    $        26,903
                                                                ===============    ===============
</TABLE>





            See the accompanying notes to these financial statements

                                       10
<PAGE>



                             STAR COMPUTING LIMITED
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                                                   Period July 16,   Period July 16,
                                                                                         2001              2001
                                                                                     (inception)       (inception)
                                                                    Year Ended         through           through
                                                                   December 31,      December 31,      December 31,
                                                                       2002               2001             2002
                                                                  --------------     -------------     -------------
<S>                                                                    <C>                <C>               <C>
REVENUES
   Commissions                                                    $          ---     $         200     $         200
   Consulting                                                             14,500               ---            14,500
   Hardware                                                                3,000               ---             3,000
                                                                  --------------    --------------    --------------

     Total revenues                                                       17,500               200            17,700
                                                                   -------------     -------------     -------------

EXPENSES
   Cost of hardware                                                        2,478               ---             2,478
   Accounting expense                                                     12,275               ---            12,275
   Legal expense                                                          28,277               ---            28,277
   Consulting services                                                    14,700               ---            14,700
   General and administrative expenses                                    15,879             5,870            21,749
                                                                   -------------     -------------     -------------

     Total expenses                                                       73,609             5,870            79,479
                                                                   -------------     -------------     -------------

LOSS FROM OPERATIONS BEFORE PROVISION FOR INCOME TAXES                   (56,109)           (5,670)          (61,779)

PROVISION FOR INCOME TAXES                                                   ---               ---               ---
                                                                   -------------     -------------     -------------

NET LOSS                                                           $     (56,109)    $      (5,670)    $     (61,779)
                                                                   =============     =============     =============

BASIC LOSS PER SHARE                                               $        (.03)    $        (.00)    $        (.03)
                                                                   =============     =============     =============

DILUTIVE LOSS PER SHARE                                            $        (.03)    $        (.00)    $        (.03)
                                                                   =============     =============     =============

BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING           2,115,659         1,358,696         1,906,759
                                                                   =============     =============     =============
</TABLE>



            See the accompanying notes to these financial statements

                                       11
<PAGE>



                             STAR COMPUTING LIMITED
                          (A Development Stage Company)

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

           PERIOD JULY 16, 2001 (INCEPTION) THROUGH DECEMBER 31, 2002




<TABLE>
<CAPTION>
                                                                                           Deficit
                                                                                         Accumulated
                                                 Common Stock              Additional       During
                                           ----------------------------     Paid-In      Development
                                              Shares           Amount       Capital         Stage           Total
                                           ------------     -----------   -----------    ------------    -----------
<S>                                            <C>              <C>            <C>           <C>             <C>
BALANCE, July 16, 2000 (inception)                  ---     $       ---   $       ---    $       ---     $       ---

ISSUANCE OF COMMON STOCK, in August,
   2001                                       1,000,000           1,000         4,000            ---           5,000

ISSUANCE OF COMMON STOCK, in September,
   2001                                         500,000             500        24,500            ---          25,000

ADDITIONAL  PAID-IN CAPITAL,  (in exchange
   for rent and incorporation expense)              ---             ---         2,573            ---           2,573

NET LOSS                                            ---             ---           ---         (5,670)         (5,670)
                                           ------------     -----------   -----------    ------------    -----------

BALANCE, December 31, 2001                    1,500,000           1,500        31,073         (5,670)         26,903

ISSUANCE OF COMMON STOCK, in
   July, 2002                                 1,241,000           1,241        72,952            ---          74,193

ADDITIONAL  PAID-IN CAPITAL,  (in exchange
   for rent)                                        ---             ---         1,650            ---           1,650

NET LOSS                                            ---             ---           ---        (56,109)        (56,109)
                                           ------------     -----------   -----------    -----------     -----------

BALANCE, December 31, 2002                    2,741,000     $     2,741   $   105,675    $   (61,779)    $    46,637
                                           ============     ===========   ===========    ===========     ===========
</TABLE>




            See the accompanying notes to these financial statements

                                       12
<PAGE>



                             STAR COMPUTING LIMITED
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                   Period July 16,   Period July 16,
                                                                                         2001              2001
                                                                                     (inception)       (inception)
                                                                    Year Ended         through           through
                                                                   December 31,      December 31,      December 31,
                                                                       2002               2001             2002
                                                                  --------------     -------------     -------------
<S>                                                                    <C>                 <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                       $      (56,109)    $      (5,670)    $     (61,779)
   Adjustments to reconcile net loss to net cash used in
     operating activities
     Goods and services provided in exchange for additional
     paid-in capital                                                       1,650             2,573             4,223
     Depreciation expense                                                    119                23               142
     Changes in operating assets and liabilities
       Increase in accounts receivable                                   (17,500)              ---           (17,500)
       (Increase) decrease in prepaid expenses                            10,500           (10,500)              ---
       Increase in accounts payable                                        4,163               ---             4,163
                                                                  --------------     -------------     -------------

         Net cash used in operating activities                           (57,177)          (13,574)          (70,751)
                                                                  --------------    --------------    --------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of computer equipment                                           (692)             (400)           (1,092)
                                                                  --------------    --------------    --------------

         Net cash used in investing activities                              (692)             (400)           (1,092)
                                                                  --------------    --------------    --------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of common stock                                               74,193            30,000           104,193
                                                                  --------------    --------------    --------------

         Net cash provided by financing activities                        74,193            30,000           104,193
                                                                  --------------    --------------    --------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                 16,324            16,026            32,350

CASH AND CASH EQUIVALENTS, beginning of period                            16,026               ---               ---
                                                                  --------------    --------------    --------------

CASH AND CASH EQUIVALENTS, end of period                          $       32,350    $       16,026    $       32,350
                                                                  ==============    ==============    ==============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Cash paid during the period for interest                       $          ---    $          ---    $          ---
   Cash paid during the period for income taxes                   $          900    $          ---    $          900

SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS
During the period ended December 31, 2002, the Company recorded rent expense of
$1,650 as additional paid-in capital for services provided by a stockholder. At
December 31, 2001, the Company recorded rent and incorporation fees of $823 and
$1,750, respectively, for a total of $2,573 as additional paid-in-capital by
stockholder.
</TABLE>


            See the accompanying notes to these financial statements

                                       13
<PAGE>


                             STAR COMPUTING LIMITED
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001



NOTE 1 - COMPANY OPERATIONS

         Star Computing Limited (the "Company") is currently a development stage
company under the provisions of the Financial Accounting Standards Board
("FASB") Statement of Financial Accounting Standards ("SFAS") No. 7. The Company
was incorporated under the laws of the state of Nevada on July 16, 2001.

         The Company was formed with the intention of acting as a broker for
refurbished and closeout deals of consumer related computer hardware including
desktops, notebooks, monitors, modems, servers, storage, memory, etc. from a
wide range of manufacturers.

         The Company has experienced net losses since its inception and had an
accumulated deficit of approximately $61,800 and $5,700 at December 31, 2002 and
2001, respectively. Such losses are attributable to cash and non-cash expenses
resulting from costs incurred in the development of the Company's services and
infrastructure. The Company expects operating losses to continue for the
foreseeable future as it continues to develop and promote its services.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         The significant accounting policies are summarized as follows:

         Cash and Cash Equivalents - For purposes of the balance sheets and
statements of cash flows, the Company considers all highly liquid debt
instruments purchased with a maturity of three (3) months or less to be cash
equivalents.

         Accounting Estimates - The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of
America 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.

         Accounts Receivable - The Company extends credit to its customers as
part of its normal business operations. Accounts receivable is presented net of
an allowance for doubtful accounts of $0 and $0 at December 31, 2002 and 2001
respectively.

         The Company monitors all receivables, especially those balances over
sixty (60) days past due. Balances are written off only when all reasonable
collection efforts have been exhausted. Management must approve all write-offs
of customer balances. There were no bad debt write-offs for the periods ended
December 31, 2002 and 2001. Management believes that the allowance for doubtful
accounts is adequate to ensure against unforeseeable events.


                                       14
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Property and Equipment - Property and equipment are stated at cost.
Depreciation is computed using the straight-line method over the estimated
useful lives of the assets which is three years for the computer equipment.
Repairs and maintenance to property and equipment are expensed as incurred. When
property and equipment is retired or disposed of, the related costs and
accumulated depreciation are eliminated from the accounts, and any gain or loss
on such disposition is reflected in income.

         Revenue Recognition - The Company's revenue is generated from
consulting services and sales of computer hardware. The Company acts as a
broker for transactions between independent parties. Commission revenue is
recognized as revenue upon completion of successful transactions.

         Income Taxes - The Company accounts for income taxes in accordance with
the provisions of Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" ("SFAS 109"), which requires the recognition of
deferred tax assets and liabilities for the expected future tax consequences of
events that have been included in the financial statements or tax returns. Under
this method, deferred tax assets and liabilities are determined based on the
difference between the financial statement and the tax basis of assets and
liabilities using enacted rates in effect for the periods in which the
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date. Valuation allowances are established
when necessary to reduce deferred tax assets to the amount expected to be
realized.

         Fair Value of Financial Instruments - SFAS No. 107, "Disclosure about
Fair Value of Financial Instruments" ("SFAS 107") requires entities to disclose
the fair value of financial instruments, both assets and liabilities recognized
and not recognized on the balance sheet, for which it is practicable to estimate
fair value. SFAS 107 defines fair value of a financial instrument as the amount
at which the instrument could be exchanged in a current transaction between
willing parties. As of December 31, 2002 and 2001, the carrying value of cash
and cash equivalents, accounts receivable and accounts payable approximate fair
value due to the short term nature of such instruments.

         Start-up Activities - The Company has adopted the provisions of
Statement of Position 98-5, "Reporting Costs of Start-up Activities" ("SOP
98-5"). SOP 98-5 requires that the costs of start-up activities including
organization costs be expensed as incurred.

         Loss Per Share of Common Stock - Basic and diluted loss per share is
computed using shares of common stock issued to date. Consideration is also
given in the dilutive loss per share calculation for the dilutive effect of
common stock equivalents which might result from the exercise of stock options.
However, for the periods presented, there were no common stock equivalents.

         Accounting Pronouncements - In July 2001, the FASB issued Statement of
Financial Accounting Standards No. 141 ("SFAS 141"), "Business Combinations,"
which is effective for business combinations initiated after June 31, 2001. SFAS
141 eliminates the pooling of interest method of accounting for business
combinations and requires that all business combinations occurring after July 1,
2001 are accounted for under the purchase method. The Company has not been
affected by SFAS 141.

                                       15
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


         In July 2001, the FASB issued Statement of Financial Accounting
Standards No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets," which is
effective for fiscal years beginning after December 15, 2001. Early adoption is
permitted for entities with fiscal years beginning after March 15, 2001,
provided that the first interim financial statements have not been previously
issued. SFAS 142 addresses how intangible assets that are acquired individually
or with a group of other assets should be accounted for in the financial
statements upon their acquisition and after they have been initially recognized
in the financial statements. SFAS 142 requires that goodwill and intangible
assets that have indefinite useful lives not be amortized but rather be tested
at least annually for impairment, and intangible assets that have finite useful
lives be amortized over their useful lives. SFAS 142 provides specific guidance
for testing goodwill and intangible assets that will not be amortized for
impairment. The Company has not been affected by SFAS 142.

         In July 2001, the FASB issued Statement of Financial Accounting
Standards No. 143 ("SFAS 143"), "Accounting for Asset Retirement Obligations."
SFAS 143 established standards associated with the retirement of tangible
long-lived assets and the associated asset retirement costs. This statement is
effective for financial statements issued for fiscal years beginning after June
15, 2002. The Company does not expect SFAS 143 to have a material impact on its
financial statements.

         In August 2001, the FASB issued Statement of Financial Accounting
Standards No. 144 ("SFAS 144"), "Accounting for the Impairment or Disposal of
Long-Lived Assets." SFAS 144 addresses financial accounting and reporting for
the impairment of long-lived assets of which to be disposed. The provisions of
SFAS 144 are effective for financial statements issued for fiscal years
beginning after December 15, 2001, and interim periods within these fiscal
years, with early adoption encouraged. The Company does not expect SFAS 144 to
have a material impact on its financial statements.

         In April 2002, the FASB issued SFAS No. 145, Rescission of FASB
Statements No. 4, 44, 64, Amendment of FASB Statement No. 13, and Technical
Corrections . SFAS No. 145 requires that only certain extinguishments of debt be
classified as an extraordinary item. Further, this statement requires that
capital leases which are modified such that the resulting lease agreement is
classified as an operating lease be accounted for under the sale-leaseback
provisions of SFAS No. 98. The provisions of the statement pertaining to debt
extinguishments are effective for companies with fiscal years beginning after
May 15, 2002. The provisions of the statement pertaining to lease modifications
are effective for transactions consummated after May 15, 2002. Implementation of
this statement will not impact net income, however, it will result in a
reclassification of the extraordinary loss for reporting purposes in 2003. Such
amounts will be reported as a separate component of income from continuing
operations, and the earnings per share effects will not be disclosed on the face
of the income statement.

                                       16
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


         In July 2002, the FASB issued SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities . SFAS No. 146 addresses financial
accounting and reporting for costs associated with exit or disposal activities.
This statement requires that a liability for a cost associated with an exit or
disposal activity be recognized when the liability is incurred. Previous
guidance, provided under Emerging Issues Task Force ("EITF") Issue 94-3,
Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring),
required an exit cost liability be recognized at the date of an entity's
commitment to an exit plan. The provisions of this statement are effective for
exit or disposal activities that are initiated by a company after December 31,
2002. Implementation of this statement is not anticipated to have a significant
impact on our financial position or results of operations.

         In December 2002, the FASB issued SFAS 148, Accounting for Stock Based
Compensation--Transition and Disclosure--an Amendment of SFAS123. SFAS 148
provides additional transition guidance for those entities that elect to
voluntarily adopt the provision of SFAS 123, Accounting for Stock Based
Compensation. In addition, SFAS 148 mandates new disclosures in both interim and
year end financial statements within the Significant Accounting Policies
footnote.


NOTE 3 - PREPAID EXPENSES

         Prepaid expenses consisted of the following:

                                                      December 31,
                                           ----------------------------------
                                                 2002               2001
                                           ---------------    ---------------

         Prepaid legal fees                $           ---    $        10,000
         Prepaid web hosting fees                      ---                500
                                           ---------------    ---------------

                                           $           ---    $        10,500
                                           ===============    ===============




                                       17
<PAGE>


NOTE 4 - INCOME TAXES

         The Company accounts for income taxes under Statement of Financial
Accounting Standards No. 109 ("SFAS 109"). This statement mandates the liability
method of accounting for deferred income taxes and permits the recognition of
deferred tax assets subject to an ongoing assessment of realizability.

         The components of the Company's income tax provision consist of:

<TABLE>
<CAPTION>
                                                                                   Period July 16,   Period July 16,
                                                                                         2001              2001
                                                                                     (inception)       (inception)
                                                                    Year Ended         through           through
                                                                   December 31,      December 31,      December 31,
                                                                       2002               2001             2002
                                                                  --------------     -------------     -------------
              <S>                                                      <C>                <C>               <C>
         Federal taxes  (deferred)  capitalized  start-up costs
         for tax purposes                                          $      (9,300)    $        (900)    $     (10,200)
         Change in valuation account                                       9,300               900            10,200
                                                                   -------------     -------------     -------------

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

         Deferred income taxes are provided for timing differences in the
recognition of certain income and expense items for tax and financial statement
purposes. The tax effect of the temporary differences giving rise to the
Company's deferred tax assets and liabilities are as follows:

                                                                                              December 31,
                                                                                   ----------------------------------
                                                                                         2002               2001
                                                                                   ---------------    ---------------
         Deferred income taxes
             Capitalized start-up costs for tax purposes                           $        (9,300)   $           900
             Valuation allowance                                                             9,300               (900)
                                                                                   ---------------    ---------------

                                                                                   $           ---    $           ---
                                                                                   ===============    ===============
</TABLE>


NOTE 5 - RELATED PARTY TRANSACTIONS

         During the year ended December 31, 2002, the Company recorded
consulting revenues of $4,500 from a company that the Company's President who
is also a stockholder is a member of.

         The Company has recorded incorporation and rent fees of $0 and $1,650,
respectively at December 31, 2002, and $823 and $1,750 at December 31, 2001.
These services were paid for by the Company's president. The president has
waived reimbursement of the incorporation and rent fees paid for and has
considered them as additional paid-in capital.

         During the year ended December 31, 2002, officers were paid $9,700 for
consulting services.

                                       18
<PAGE>

NOTE 6 - COMMON STOCK

         The Company is authorized to issue up to 50,000,000 shares of $0.001
par value common stock, and no other class of stock shall be authorized. Shares
with a nominal or par value may be issued by the corporation from time to time
for such considerations as may be fixed from time to time by the Board of
Directors.

         In August 2001, the Company issued 1,000,000 shares of its $.001 par
value common stock to its founder for cash consideration of $5,000.

         In September 2001, the Company issued 500,000 shares of its $.001 par
value common stock, for cash consideration of $25,000.

         In July 2002, the Company issued 1,241,000 shares of its $.001 par
value common stock, for cash consideration of $74,193.



                                       19
<PAGE>


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
-------------------------------------------------------

There have been no changes in or disagreements with our accountants since our
formation required to be disclosed pursuant to Item 304 of Regulation S-B.

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
----------------------------------------------------------------------

Executive Officers and Directors. We are dependent on the efforts and abilities
of certain of our senior management. The interruption of the services of key
management could hinder our ability to conduct operations and complete future
development, if suitable replacements are not promptly obtained. We hope that we
will enter into employment agreements with Larry S. Poland. Although we do not
know the terms of those proposed agreements, we hope to enter into an employment
agreement with Larry S. Poland with a term of at least one year with
compensation contingent on us becoming profitable. We cannot guaranty that each
executive will remain with us during or after the term of his or her employment
agreement. In addition, our success depends, in part, upon our ability to
attract and retain other talented personnel. Although we believe that our
relations with our personnel are good and that we will continue to be successful
in attracting and retaining qualified personnel, we cannot guaranty that we will
be able to continue to do so. Our officers and directors will hold office until
their resignations or removal.

Our directors and principal executive officers are as specified on the following
table:

=================== =============== ==========================================
Name                     Age        Position
------------------- --------------- ------------------------------------------
Larry S. Poland           46        president, treasurer and a director
------------------- --------------- ------------------------------------------
Linda Horras              40        secretary a director
=================== =============== ==========================================


                                       20
<PAGE>

Larry S. Poland. Mr. Poland is our president, treasurer and one of our directors
since our inception. Mr. Poland is our principal executive and financial officer
and is responsible for our day-to-day operations as well as our financial
reporting and record keeping. From 2000 to 2002, Mr. Poland has worked for AAIM
as the Vice President of Sales where he designed, developed, and initiated the
sales department and program. AAIM acts as an independent sales department for
large electronics manufacturers to large retailers. From 1995 to 2000, Mr.
Poland was the Vice President of Sales at Packard Bell where he arranged sales
contracts with major electronics, retail, and computer chains across the United
States and identified and acquired new accounts. Mr. Poland also trained and
developed sales managers and teams, including a total sales staff of over 300.
From 1985 to 1992, Mr. Poland was the National Sales Manager of the computer
products division of Fuji Photo Film, USA, where he supervised team of more than
100 sales, regional sales, and manufacturing sales representatives and managers.
Mr. Poland has not been a director of any other reporting company.

Linda Horras. Ms. Horras has been our secretary and one of our directors since
our inception. From late 2000 to July 2001, Ms. Horras was not working due to
her pregnancy. From 1996 to 2000, Ms. Horras owned the 25th Hour, which
performed personnel services. Prior to 1996, Ms. Horras worked as a marketing
representative with Sprint and the US Olympic Committee. Linda Horras graduated
in 1986 from the University of Georgia with a Bachelor degree in business. Ms.
Horras is not an officer or director of any other reporting company.

There is no family relationship between any of our officers or directors. There
are no orders, judgments, or decrees of any governmental agency or
administrator, or of any court of competent jurisdiction, revoking or suspending
for cause any license, permit or other authority to engage in the securities
business or in the sale of a particular security or temporarily or permanently
restraining any of our officers or directors from engaging in or continuing any
conduct, practice or employment in connection with the purchase or sale of
securities, or convicting such person of any felony or misdemeanor involving a
security, or any aspect of the securities business or of theft or of any felony,
nor are any of the officers or directors of any corporation or entity affiliated
with us so enjoined.

Our directors will serve until the next annual meeting of stockholders. Our
executive officers are appointed by our Board of Directors and serve at the
discretion of the Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance. Our officers,
directors, and principal shareholders have filed all reports required to be
filed on, respectively, a Form 3 (Initial Statement of Beneficial Ownership of
Securities), a Form 4 (Statement of Changes of Beneficial Ownership of
Securities), or a Form 5 (Annual Statement of Beneficial Ownership of
Securities).

ITEM 10.  EXECUTIVE COMPENSATION
--------------------------------

Any compensation received by our officers, directors, and management personnel
will be determined from time to time by our board of directors. Our officers,
directors, and management personnel will be reimbursed for any out-of-pocket
expenses incurred on our behalf.

Summary Compensation Table. The table set forth below summarizes the annual and
long-term compensation for services in all capacities to us payable to our chief
executive officer and our other executive officers during the years ending
December 31, 2001 and 2002. Our Board of Directors may adopt an incentive stock
option plan for our executive officers which would result in additional
compensation.
<TABLE>
<CAPTION>
<S>                                           <C>         <C>           <C>               <C>                    <C>
============================================ ======= ============= ============= ===================== =========================
Name and Principal Position                   Year      Annual      Bonus ($)        Other Annual       All Other Compensation
                                                      Salary ($)                   Compensation ($)
-------------------------------------------- ------- ------------- ------------- --------------------- -------------------------
Larry S. Poland - president, treasurer       2001        None          None              None                    None
-------------------------------------------- ------- ------------- ------------- --------------------- -------------------------
                                             2002        None          None              None                   $8,500
-------------------------------------------- ------- ------------- ------------- --------------------- -------------------------
Linda Horras - secretary                     2001        None          None              None                    None
-------------------------------------------- ------- ------------- ------------- --------------------- -------------------------
                                             2002        None          None              None                   $1,200
============================================ ======= ============= ============= ===================== =========================
</TABLE>

                                       21
<PAGE>

Compensation of Directors. Our current directors are also our employees and
receive no extra compensation for their service on our board of directors.

Compensation of Officers. As of April 30, 2003, our officers have received no
compensation for their services provided to us.

Employment Contracts. We anticipate that we will enter into an employment
agreement with Larry S. Poland, although we do not currently know the terms of
that employment agreement.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
------------------------------------------------------------------------

The following table sets forth certain information regarding the beneficial
ownership of our common stock as of April 30, 2003 by each person or entity
known by us to be the beneficial owner of more than 5% of the outstanding shares
of common stock, each of our directors and named executive officers, and all of
our directors and executive officers as a group.
<TABLE>
<CAPTION>
<S>                                   <C>                                    <C>                           <C>
================= =========================================== ================================= =========================
Title of Class       Name and Address of Beneficial Owner     Amount and Nature of Beneficial       Percent of Class
                                                                           Owner
----------------- ------------------------------------------- --------------------------------- -------------------------
Common Stock      Larry S. Poland                                     1,000,000 shares                   36.5%
                  16543 22nd Street & Pacific Coast                  president, treasurer,
                  Highway, Suite 100                                       director
                  Sunset Beach, California 90742
----------------- ------------------------------------------- --------------------------------- -------------------------
Common Stock      Linda Horras                                           no shares                         0%
                  16543 22nd Street & Pacific Coast                 secretary, director
                  Highway, Suite 100
                  Sunset Beach, California 90742
----------------- ------------------------------------------- --------------------------------- -------------------------
Common Stock      Flexgene Corp.                                        500,000 shares                   18.2%
                  The Mill Mall, Barkers, P.O. Box 62
                  Roadtown, Tortola, BVI
----------------- ------------------------------------------- --------------------------------- -------------------------
Common Stock      All directors and named executive                   1,000,000 shares                   36.5%
                  officers as a group
================= =========================================== ================================= =========================
</TABLE>

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. In accordance with Securities and Exchange
Commission rules, shares of our common stock which may be acquired upon exercise
of stock options or warrants which are currently exercisable or which become
exercisable within 60 days of the date of the table are deemed beneficially
owned by the optionees. Subject to community property laws, where applicable,
the persons or entities named in the table above have sole voting and investment
power with respect to all shares of our common stock indicated as beneficially
owned by them.

Changes in Control. Our management is not aware of any arrangements which may
result in "changes in control" as that term is defined by the provisions of Item
403(c) of Regulation S-B.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
---------------------------------------------------------

Related Party Transactions. There have been no related party transactions,
except for the following:

Larry S. Poland, our president and director, currently provides office space to
us at no charge. Mr. Poland does not expect to be paid or reimbursed for
providing office facilities. Our financial statements reflect, as occupancy
costs, the fair market value of that space, which is approximately $350 per
month. That amount has been included in the financial statements as additional
capital contribution by Mr. Poland.


                                       22
<PAGE>

In August 2001, we issued 1,000,000 shares of our common stock to Larry S.
Poland, our president and one of our directors, in exchange for $5,000, or
$0.005 per share.

With regard to any future related party transaction, we plan to fully disclose
any and all related party transactions, including, but not limited to, the
following:

     o    disclose such transactions in prospectus where required;
     o    disclose in any and all filings with the Securities and Exchange
          Commission, where required;
     o    obtain disinterested directors' consent; and
     o    obtain shareholder consent where required.


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------------------

(a) Exhibit No.
---------------

3.1             Articles of Incorporation*

3.2             Bylaws*

99.1            Section 906 Certification by Chief Executive Officer
                and Chief Financial Officer


* Included in the registration statement on Form SB-2 filed on February 1, 2002.

(b) Reports on Form 8-K
------------------------

No reports on Form 8-K were filed during the last quarter of the period covered
by this annual report on Form 10-KSB.

ITEM 14. CONTROLS AND PROCEDURES.
---------------------------------

(a) Evaluation of disclosure controls and procedures. We maintain controls and
procedures designed to ensure that information required to be disclosed in the
reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission. Based upon
their evaluation of those controls and procedures performed within 90 days of
the filing date of this report, our chief executive officer and the principal
financial officer concluded that our disclosure controls and procedures were
adequate.


                                       23
<PAGE>


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned in the City of Sunset Beach, California, on April 30, 2003.

                          Star Computing Limited
                          a Nevada corporation


                          By:      /s/ Larry S. Poland
                                   -------------------------------------------
                                   Larry S. Poland
                          Its:     principal executive and accounting officer
                                   president, treasurer, and a director


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



By:      /s/ Larry S. Poland                                 April 30, 2003
         --------------------------------------------
         Larry S. Poland
Its:     principal executive and accounting officer
         president, treasurer and a director


By:      /s/ Linda Horras                                    April 30, 2003
         --------------------------------------------
         Linda Horras
Its:     secretary and a director


                                       24
<PAGE>


CERTIFICATIONS
--------------

I, Larry S. Poland, certify that:

1. I have reviewed this annual report on Form 10-KSB of Star Computing Limited;

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

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

4. 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 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
functions):

         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 there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: April 30, 2003


/s/ Larry S. Poland
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Larry S. Poland
Chief Executive Officer and
Chief Financial Officer