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


                               FORM 10-KSB


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

For the fiscal year ended December 31, 2003

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


Commission File No. 000-49749

DST MEDIA, INC.
----------------------------------------------
(Name of small business issuer in its charter)

Delaware             95-4881015
-----------------------------------------------
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)                  Identification Number)

2650 Jamacha Road, Unit 147-2, El Cajon, CA                   92019
------------------------------------------------------        ---------
(Address of principal executive offices)                     (Zip Code)

Issuer's telephone number (619) 987-2323

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

                                     None.

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

                   Common Stock, $0.0001 par value per share
                   -----------------------------------------
                               (Title of Class)


Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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.  $-0-

State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was sold, or the average bid and asked price of
such common equity, as of a specified date within the past 60 days.
(See definition of affiliate in Rule 12b-2 of the Exchange Act.) $-0-

State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date. 8,280,000 shares
of Common Stock, par value $.0001 per share, as of February 12, 2004.

                      DOCUMENTS INCORPORATED BY REFERENCE

                                     None.

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


                                    PART I

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This report and other reports, as well as other written and oral
statements made or released by us, may contain forward looking
statements. Forward looking statements are statements that describe, or
that are based on, our current expectations, estimates, projections and
beliefs. Forward looking statements are based on assumptions made by
us, and on information currently available to us. Forward-looking
statements describe our expectations today of what we believe is most
likely to occur or may be reasonably achievable in the future, but such
statements do not predict or assure any future occurrence and may turn
out to be wrong. You can identify forward-looking statements by the
fact that they do not relate strictly to historical or current facts.
The words "believe," "anticipate," "intend," "expect," "estimate,"
"project", "predict", "hope", "should", "may", and "will", other words
and expressions that have similar meanings, and variations of such
words and expressions, among others, usually are intended to help
identify forward-looking statements.

Forward-looking statements are subject to both known and unknown risks
and uncertainties and can be affected by inaccurate assumptions we
might make. Risks, uncertainties and inaccurate assumptions could cause
actual results to differ materially from historical results or those
currently anticipated. Consequently, no forward-looking statement can
be guaranteed. The potential risks and uncertainties that could affect
forward looking statements include, but are not limited to increased
competition, extent of the market demand for and supply of goods and
services of the types provided by the Company, governmental regulation,
performance of information systems, and the ability of the Company to
hire, train and retain qualified employees. In addition, other
risks, uncertainties, assumptions, and factors that could affect the
Company's results and prospects have been and may further be described
in the Company's prior and future filings with the Securities and
Exchange Commission and other written and oral statements made or
released by the Company.

We caution you not to place undue reliance on any forward-looking
statements, which speak only as of the date of this document. The
information contained in this report is current only as of its date,
and we assume no obligation to update any forward-looking statements.


ITEM 1. DESCRIPTION OF BUSINESS.

       DST Media, Inc. (the "Company") was incorporated in the State of
Delaware on August 13, 2001, to engage in any lawful corporate
undertaking, including, but not limited to, selected mergers and
acquisitions. We have been in the development stage since inception.
DST Media, Inc. has not engaged in any commercial operations. DST
Media, Inc. does not have active business operations, and at this time
we are considered a "Blank Check" company.

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

       We will attempt to locate and negotiate with a business entity
for the merger of that target business into the Company. In certain
instances, a target business may wish to become a subsidiary of the
Company or may wish to contribute assets to the Company rather than
merge. No assurances can be given that we will be successful in
locating or negotiating with any target business.

       Management believes that there are perceived benefits to being a
reporting company with a class of registered securities. These are
commonly thought to include (1) the ability to use registered
securities to make acquisition of assets or businesses; (2) increased
visibility in the financial community; (3) the facilitation of
borrowing from financial institutions; (4) improved trading efficiency;
(5) stockholder liquidity; (6) greater ease in subsequently raising
capital; (7) compensation of key employees through stock options; (8)
enhanced corporate image; and (9) a presence in the United States
capital market.

       A business entity, if any, which may be interested in a business
combination with us may include (1) a company for which a primary
purpose of becoming public is the use of its securities for the
acquisition of assets or businesses; (2) a company which is unable to
find an underwriter of its securities or is unable to find an
underwriter of securities on terms acceptable to it; (3) a company
which wishes to become public with less dilution of its common stock
than would occur normally upon an underwriting;
(4) a company which believes that it will be able to obtain investment
capital on more favorable terms after it has become public; (5) a
foreign company which may wish to gain an initial entry into the United
States securities market; (6) a special situation company, such as a
company seeking a public market to satisfy redemption requirements
under a qualified Employee Stock Option Plan; or (7) a company seeking
one or more of the other perceived benefits of becoming a public
company.

       Management is actively engaged in seeking a qualified company as
a candidate for a business combination. We are authorized to enter into
a definitive agreement with a wide variety of businesses without
limitation as to their industry or revenues. It is not possible at this
time to predict which company, if any, we will enter into a definitive
agreement or what will be the industry, operating history, revenues,
future prospects or other characteristics of that company.

       We may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public
marketplace in order to raise additional capital in order to expand
into new products or markets, to develop a new product or service, or
for other corporate purposes.  We may acquire assets and establish
wholly-owned subsidiaries in various businesses or acquire existing
businesses as subsidiaries.

       Our management, which in all likelihood will not be experienced
in matters relating to the business of a target business, will rely
upon its own efforts in accomplishing our business purposes.

       The analysis of new business opportunities will be undertaken
by, or under the supervision of our officer and director, who is not a
professional business analyst.  In analyzing prospective business
opportunities, management may consider such matters as:

* the available technical, financial and managerial resources;

* working capital and other financial requirements; history of
operations, if any;

* prospects for the future;

* nature of present and expected competition;

* the quality and experience of management services which may be
  available and the depth of that management;

* the potential for further research, development, or exploration;

* specific risk factors not now foreseeable but which then may
  Be anticipated to impact our proposed activities;

* the potential for growth or expansion;

* the potential for profit;

* the perceived public recognition or acceptance of products, services,
   or trades; name identification and;

* other relevant factors.



	Management does not have the capacity to conduct as extensive an
investigation of a target business as might be undertaken by a venture
capital fund or similar institution. As a result, management may elect
to merge with a target business which has one or more undiscovered
shortcomings and may, if given the choice to select among target
businesses, fail to enter into an agreement with the most investment-
worthy target business.

       Following a business combination we may benefit from the
services of others in regard to accounting, legal services,
underwritings and corporate public relations.  If requested by a target
business, management may recommend one or more underwriters, financial
advisors, accountants, public relations firms or other consultants to
provide such services.

       A potential target business may have an agreement with a
consultant or advisor providing that services of the consultant or
advisor be continued after any business combination. Additionally, a
target business may be presented to us only on the condition that the
services of a consultant or advisor be continued after a merger or
acquisition.  Such preexisting agreements of target businesses for the
continuation of the services of attorneys, accountants, advisors or
consultants could be a factor in the selection of a target business.

       In implementing a structure for a particular business
acquisition, we may become a party to a merger, consolidation,
reorganization, joint venture, or licensing agreement with another
corporation or entity.  We may also acquire stock or assets of an
existing business. On the consummation of a transaction, it is likely
that our present management and stockholder will no longer be in
our control. In addition, it is likely that our officer and director
will, as part of the terms of the acquisition transaction, resign and
be replaced by one or more new officers and directors.

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

       While the terms of a business transaction to which we may be a
party cannot be predicted, it is expected that the parties to the
business transaction will desire to avoid the creation of a taxable
event and thereby structure the acquisition in a tax-free
reorganization under Sections 351 or 368 of the Internal Revenue Code
of 1986, as amended.

       With respect to any merger or acquisition negotiations with a
target business, management expects to focus on the percentage of the
Company which target business stockholder would acquire in exchange for
their shareholdings in the target business. Depending upon, among other
things, the target business's assets and liabilities, our stockholder
will in all likelihood hold a substantially lesser percentage ownership
interest in the Company following any merger or acquisition. Any merger
or acquisition effected by us can be expected to have a significant
dilutive effect on the percentage of shares held by our stockholder at
such time.

       No assurances can be given that we will be able to enter into a
business combination, as to the terms of a business combination, or as
to the nature of the target business.

       As of the date hereof, management has not made any final
decision concerning or entered into any written agreements for a
business combination. When any such agreement is reached or other
material fact occurs, we will file notice of such agreement or fact
with the Securities and Exchange Commission on Form 8-K. Persons
reading this Form 10-KSB are advised to determine if we have
subsequently filed a Form 8-K.

       We anticipate that the selection of a business opportunity in
which to participate will be complex and without certainty of success.
Management believes (but has not conducted any research to confirm)
that there are numerous firms seeking the perceived benefits of a
publicly registered corporation.  Such perceived benefits may include
facilitating or improving the terms on which additional equity
financing may be sought, providing liquidity for incentive stock
options or similar benefits to key employees, increasing the
opportunity to use securities for acquisitions, and providing liquidity
for stockholder and other factors. Business opportunities may be
available in many different industries and at various stages of
development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely
difficult and complex.

ITEM 2. DESCRIPTION OF PROPERTY.

       We have no properties and at this time have no agreements to
acquire any properties.  We currently use the offices of management at
no cost to us. Management has agreed to continue this arrangement until
we complete an acquisition or merger.

ITEM 3. LEGAL PROCEEDINGS.

       There are no legal proceedings against us and we are unaware of
such proceedings contemplated against us.

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

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


                                    PART II

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

       There is currently no public market for our securities. We do
not intend to trade our securities in the secondary market until
completion of a business combination or acquisition. It is anticipated
that following such occurrence we will cause our common stock to be
listed or admitted to quotation on the NASD OTC Bulletin Board or, if
we then meet the financial and other requirements thereof, on the
Nasdaq SmallCap Market, National Market System or regional or national
exchange.

       The proposed business activities described herein classify us as
a "blank check" company.  The Securities and Exchange Commission and
many states have enacted statutes, rules and regulations limiting the
sale of securities of blank check companies in their respective
jurisdictions. Management does not intend to undertake any efforts to
cause a market to develop in our securities until such time as we have
successfully implemented our business plan described herein.

       There is currently one stockholder of our outstanding common
stock.

       During the past three years, we have issued securities which
were not registered as follows:

       In connection with our organization, on August 14, 2001, Darian
S. Tenace was issued 1,280,000 shares of restricted common stock in
exchange for his services rendered in the formation and organization of
our Company. The shares were issued at $0.0001 per share, which we
believe represents the fair value of the services performed by Mr.
Tenace. The foregoing purchase and sale to this sophisticated person
(officer and director) who had superior access to all corporate and
financial information were exempt from registration under the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to
Section 4(2) on the basis that the transaction did not involve a public
offering.

       On September 30, 2002, the Company sold 7,000,000 shares of
restricted common stock, at a price of $0.0001 per share, to
Brightpoint Capital Partners, LLC, a company controlled by the sole
officer and director Michael Tay. These shares were issued under
Section 4(2) of the Securities Act of 1933, as amended, which exempts
from registration "transactions by an issuer not involving any public
offering," and are subject to the resale provisions of Rule 144 and may
not be sold or transferred without registration except in accordance
with Rule 144. Certificates representing the securities bear such a
legend.

	On June 9, 2003, Michael Tay acquired 1,280,000 shares from
Darian S. Tenace in a private transaction.  Michael Tay became the
"control person" of the Registrant as that form is defined in the
Securities Act of 1933, as amended.

	On June 25, 2003, Lauren Scott acquired 8,280,000 shares from
Michael Tay in a private transaction.  Lauren Scott became the "control
person" of the Registrant as that form is defined in the Securities Act
of 1933, as amended.  Simultaneously with this transaction, Michael Tay
resigned as an officer and director and appointed Lauren Scott to the
Board.  Lauren Scott also was appointed as President, Secretary and
Treasurer of the Company.

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

       We were formed to engage in a merger with or acquisition of an
unidentified foreign or domestic company which desires to become a
reporting ("public") company whose securities are qualified for trading
in the United States secondary market. We meet the definition of a
"blank check" company contained in Section (7)(b)(3) of the Securities
Act of 1933, as amended. We have been in the developmental stage since
inception and have no operations to date. Other than issuing shares to
our original stockholder, we have not commenced any operational
activities.

       We will not acquire or merge with any entity which cannot
provide audited financial statements at or within a reasonable period
of time after closing of the proposed transaction. We are subject to
all the reporting requirements included in the Exchange Act. Included
in these requirements is our duty to file audited financial statements
as part of our Form 8-K to be filed with the Securities and Exchange
Commission upon consummation of a merger or acquisition, as well as our
audited financial statements included in our annual report on Form 10-K
(or 10-KSB, as applicable).  If such audited financial statements are
not available at closing, or within time parameters necessary to insure
our compliance with the requirements of the Exchange Act, or if the
audited financial statements provided do not conform to the
representations made by the target business, the closing documents may
provide that the proposed transaction will be voidable at the
discretion of our present management.

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

       A business combination with a target business will normally
involve the transfer to the target business of the majority of our
common stock, and the substitution by the target business of its own
management and board of directors.

       We have, and will continue to have, no capital with which to
provide the owners of business opportunities with any cash or other
assets. However, management believes we will be able to offer owners of
acquisition candidates the opportunity to acquire a controlling
ownership interest in a publicly registered company without incurring
the cost and time required to conduct an initial public offering. Our
officer and director have not conducted market research and are not
aware of statistical data to support the perceived benefits of a merger
or acquisition transaction for the owners of a business opportunity.

       Our audit reflects the fact that we have no current source of
income. Further, that without realization of additional capital, it
would be unlikely for the Company to continue as a going concern.

       Our stockholder has agreed that they will advance any additional
funds which we need for operating capital and for costs in connection
with searching for or completing an acquisition or merger. Such
advances will be made without expectation of repayment unless the
owners of the business which we acquire or merge with agree to repay
all or a portion of such advances. There is no minimum or maximum
amount such stockholder will advance to us. We will not borrow any
funds for the purpose of repaying advances made by such stockholder,
and we will not borrow any funds to make any payments to our promoters,
management or their affiliates or associates.

       The Board of Directors has passed a resolution which contains a
policy that we will not seek an acquisition or merger with any entity
in which our officer, director, stockholder or his affiliates or
associates serve as officer or director or hold more than a 10%
ownership interest.

ITEM 7. FINANCIAL STATEMENTS.



                                DST MEDIA, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                             FINANCIAL STATEMENTS
                            AS OF DECEMBER 31, 2003



                         INDEPENDENT AUDITOR'S REPORT





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors
DST Media, Inc
2650 Jamacha Road, Unit 147-2
El Cajon, CA  92019


We have audited the accompanying balance sheets of DST Media, Inc. (a Delaware
Corporation in the development stage) as of December 31, 2003, and the related
statements of operations, changes in stockholders' equity and cash flows for
the year then ended.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.  The financial statements of DST
Media, Inc. as of December 31, 2002 were audited by another auditor who has
ceased operations whose report is dated 2002.  Those statements included an
explanatory paragraph that described the going concern in Note 1 to the
financial statements.

We conducted our audit in accordance with generally auditing standards as
established by the Auditing Standards Board (United States) and in accordance
with auditing standards of the Public Company Accounting Oversight Board
(United States).  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement.  The Company is not required to have, nor were we
engaged to perform, an audit of its internal controls over financial reporting.
Our audits included consideration of internal controls over financial reporting
as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purposes of expressing an opinion on the
effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion.  An audit also includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects,the financial position of DST Media, Inc. as of December
31, 2003, and results of operations and cash flows for the year then ended in
conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 1 to the
financial statements, the Company is in the development stage and currently
does not have any sources of revenue.  These conditions raise substantial doubt
about its ability to remain as a going concern.  Management's plans regarding
those matters are also described in Note 1.  The financial statements do not
include any adjustments that might result from this uncertainty.

/s/  Beadle, McBride, Evans and Reeves, LLP

Las Vegas, Nevada
November 15, 2005



















                      DST MEDIA, INC.
               (A DEVELOPMENT STAGE COMPANY)
                       BALANCE SHEET
                     DECEMBER 31, 2003

                          ASSETS

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

        LIABILITIES AND STOCKHOLDER'S EQUITY

LIABILITIES                                             $  --


STOCKHOLDER'S EQUITY

Preferred Stock, $.0001 par value,
 20,000,000 shares authorized,
 none issued and outstanding                               --
Common Stock, $.0001 par value,
 100,000,000 shares authorized,
 8,280,000 issued and outstanding                         828
Additional paid-in capital                                 --
Deficit accumulated during
    development stage                                    (828)
                                                        ------

 Total Stockholder's Equity                                --
                                                        ------
TOTAL LIABILITIES AND
  STOCKHOLDER'S EQUITY                                  $  --
                                                        ======


         See accompanying notes to financial statements



                      DST MEDIA, INC.
               (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF OPERATIONS

                                                For the Period
                                                   From
For the Year   For the Year     August 13, 2001
Ended         	 Ended         (Inception) to
               December 31,   December 31,       December 31,
                  2003          2002               2002
                      -----------    ------------     -----------

Income                 $     --        $     --          $     --

Expenses
 Organization expense        --             ---               128
 Professional fees          ---             700               700
                       ---------       ---------         ---------

Total expenses              ---             700               828
                       ---------       ---------         ---------

NET LOSS               $    ---       $    (700)         $   (828)
========               =========       =========         =========


        See accompanying notes to financial statements



                               DST MEDIA, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
               FOR THE PERIOD FROM AUGUST 13, 2001 (INCEPTION)
                            TO DECEMBER 31, 2003

                                                         Deficit
                                                        Accumulated
                                                          During
                        Common Stock Issued    Paid-In  Development
                          Shares     Amount    Capital    Stage
                          -------  -------  -------   --------    	   Total

Inception August 13,2001  $  --    $  --      $  --    $  --           $  --

Issuance of 1,280,000
 shares common stock
 for services at
 $.0001 per share,
 August 14, 2001         1,280,000      128      --      --   --	     128

Issuance of 7,000,000
 shares common stock
 for cash at $.0001
 per share, September
 30, 2002                7,000,000      700      --      --   --	     700

Net loss for the years
ended:
 December 31, 2001	      --         --         --        (128)    (128)
 December 31, 2002            --         --         --        (700)    (700)
 December 31, 2003            --         --         --          --      --
                          ---------  ---------  ---------   ---------
BALANCE AT
DECEMBER 31, 2003         8,280,000    $ 828       $   --    $ (828)    $ 0.00
===================       =========  =========  =========   =========

     See accompanying notes to financial statements




                              DST MEDIA, INC.
                       (A DEVELOPMENT STAGE COMPANY)
                         STATEMENTS OF CASH FLOWS

                            For The Period From

			For the Year   For the Year  August 13, 2001
                          Ended          Ended      (Inception) to
                        December 31,   December 31,    December 31,
                           2003           2002            2003
                        -----------    -----------     -----------

CASH FLOWS FROM OPERATING
 ACTIVITIES:

Net loss              $       --    $     (700)     $     (828)
                      -----------    -----------     -----------
Adjustment to reconcile
 net loss to net cash used by
 operating activities
 Issue of common stock for
 services                      --             --            128
                       -----------    -----------     -----------
 Net Cash Used In
     Operating Activities      --           (700)          (700)
                       -----------    -----------     -----------

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

 Proceeds from issuance of
   common stock                 --            700            700
                        -----------    -----------     -----------
 Net Cash Provided By
    Financing Activities        --            700            700
                        -----------    -----------     -----------
INCREASE IN CASH AND
   CASH EQUIVALENTS             --             --              --

CASH AND CASH EQUIVALENTS -
   BEGINNING OF PERIOD          --             --              --
                        -----------    -----------     -----------
CASH AND CASH EQUIVALENTS
   END OF PERIOD        $       --     $      700      $     (828)
=================       ===========    ===========     ===========


          See accompanying notes to financial statements




                                DST MEDIA, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                            AS OF DECEMBER 31, 2003


NOTE 1 - GOING CONCERN CONSIDERATION

The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles in the United States,
which contemplates the continuation of the Company as a going concern.
However, the Company is in the development stage, and has no current
sources of revenue. Without realization of additional capital, it would
be unlikely for the Company to continue as a going concern.

The management's plans include the acquisition of a suitable business
venture to provide the opportunity for the Company to continue as a
going concern. However, there can be no assurance that management will
be successful in this endeavor.

NOTE 2 - BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Organization and Business Operations

DST Media, Inc. (a development stage company) ("the Company") was
incorporated in Delaware on August 13, 2001 to serve as a vehicle to
effect a merger, exchange of capital stock, asset acquisition or other
business combination with a domestic or foreign private business. At
December 31, 2003, the Company had not yet commenced any formal
business operations, and all activity to date relates to the Company's
formation and preparation of the filing of a registration statement
with the U.S. Securities and Exchange Commission on Form 10-SB.

The year-end of the Company is December 31st for both book and tax
purposes.

The Company's ability to commence operations is contingent upon its
ability to identify a prospective target business.

B. Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an
original maturity of three months or less from the date of purchase
that are readily convertible into cash to be cash equivalents.

C. Use of Estimates

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



                                DST MEDIA, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                            AS OF DECEMBER 31, 2003


NOTE 2 - BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)

D. Income Taxes

The Company accounts for income taxes under the Financial Accounting
Standards Board of Financial Accounting No. 109, "Accounting for Income
Taxes" "Statement 109"). Under Statement 109, deferred tax assets and
liabilities are recognized for the future tax consequences attributable
to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax basis.
Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.
Under Statement 109, the effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income in the period that
includes the enactment date. There were no current or deferred income
tax expense or benefits due to the Company not having any material
operations for the period ended December 31, 2003.

E. Basic and diluted net loss per share

Net loss per share is calculated in accordance with Statement of
Financial Accounting Standards 128, Earnings Per Share ("SFAS 128").
Basic net loss per share is based upon the weighted average number of
common shares outstanding. Diluted net loss per share is based on the
assumption that all dilutive convertible shares, stock options and
warrants were converted or exercised. Dilution is computed by applying
the treasury stock method. At December 31, 2003 there were no dilutive
convertible shares, stock options or warrants.

NOTE 3 - STOCKHOLDER'S EQUITY

A. Preferred Stock

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

B. Common Stock

The Company is authorized to issue 100,000,000 shares of common stock
at $0.0001 par value. On August 13, 2001, the Company issued 1,280,000
shares of its common stock to its founder and then sole officer and
director, Darian S. Tenace, pursuant to Rule 506 for an aggregate
consideration of $128 in services.

On September 30, 2002, the Company entered into a Stock Subscription
Agreement with Brightpoint Capital Partners, LLC ("Brightpoint"), in
which Brightpoint received 7,000,000 shares of common stock of the
Company in exchange for cash consideration of $700 in a private
placement transaction. Immediately afterwards, Brightpoint transferred
these shares to its sole shareholder, Michael Tay, the Company's
current president and sole director. Such transaction resulted in a
change in control of the Company.

	On June 9, 2003, Michael Tay acquired 1,280,000 shares from
Darian S. Tenace in a private transaction.  Michael Tay became the
"control person" of the Registrant as that form is defined in the
Securities Act of 1933, as amended.

On June 25, 2003, Lauren Scott acquired 8,280,000 shares from Michael
Tay in a private transaction.  Lauren Scott became the "control person"
of the Registrant as that form is defined in the Securities Act of
1933, as amended.  Simultaneously with this transaction, Michael Tay
resigned as an officer and director and appointed Lauren Scott to the
Board and which appointment was effective ten (10) days after mailing
of the information statement.  Lauren Scott also was appointed as
President, Secretary and Treasurer of the Company.


Prior to the sale, the Company had 8,280,000 shares of Common Stock
outstanding.


                                DST MEDIA, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                            AS OF DECEMBER 31, 2003


NOTE 3 - STOCKHOLDER'S EQUITY (continued)

C. Warrant and Options

There are no warrants or options outstanding to issue any additional
shares of common stock.

NOTE 4 - RELATED PARTY TRANSACTIONS

The Company currently uses the offices of its president as its
principal place of business at no cost to the Company.


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

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

                                   PART III

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

       We have one director and officer as follows:

       Ms. Lauren Scott, has served as our director, president,
chief executive officer, treasurer, and secretary since June 25, 2003,
and will serve on the board until the next annual meeting of our
shareholders or until a successor is elected.

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

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

       For the past five years, Ms. Lauren Scott has served as CEO to a
company manufacturing children's toys and educational products.  Ms.
Scott has served as editor and publisher of educational storybooks and
designer, sculptor and consultant for clients such as McCalls, Vogue,
Simplicity, Kais and Kacha International.  Ms. Scott has worked as a
contract artist for the Annette Funicello Company, LL Knickerbocker and
Papel Giftware.  Her work has been displayed at the New York
International Toy Expo and the Disney Expo. Her designs have been
marketed through QVC, Home Shopping Network and mass market retailers
throughout the United States and Canada.

       Other than those mentioned above, we have no employees and do
not anticipate hiring any in the future until we successfully
implemented our business plan described herein. None of our directors,
executive officers, promoters or control persons has been involved in
any legal proceedings material to the evaluation of the ability or
integrity of any of the aforementioned persons.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

        Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company's executive officers and directors and
persons who own more than 10% of a registered class of the Company's
equity securities, to file with the Securities and Exchange Commission
(hereinafter referred to as the "Commission") initial statements of
beneficial ownership, reports of changes in ownership and annual
reports concerning their ownership, of Common Stock and other equity
securities of the Company on Forms 3, 4, and 5, respectively.
Executive officers, directors and greater than 10% shareholders are
required by Commission regulations to furnish the Company with copies
of all Section 16(a) reports they file. To the Company's knowledge, all
of the Company's executive officers, directors and greater than 10%
beneficial owners of its common Stock, have complied with Section 16(a)
filing requirements applicable to them during the Company's most recent
fiscal year.

ITEM 10. EXECUTIVE COMPENSATION.

       Our officer and director does not receive any compensation for
his services rendered, has not received such compensation in the past,
and is not accruing any compensation pursuant to any agreement with us.
However, our officer and director anticipates receiving benefits as a
beneficial stockholder and, possibly, in other ways.

       No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by us
for the benefit of our employees.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS.

       The following table sets forth each person known by us to be the
beneficial owner of five percent or more of our common stock, all
directors individually and all our directors and officers as a group.
Except as noted, each person has sole voting and investment power with
respect to the shares shown.

                                                Amount and
                                                Nature of
                    Name and Address of         Beneficial   Percent of
Title of Class      Beneficial Owner (1)        Ownership     Class (2)
--------------    ------------------------      ----------   ----------
Common Stock        Lauren Scott                 8,280,000       100%
                    2650 Jamacha Road, 147-2
                    El Cajon, CA 92019

Common Stock        All Officers and Directors
                    as a Group (1 person)        8,280,000        100%

   ---------------------------
   (1) Beneficial ownership has been determined in accordance with Rule
13d-3 under the Exchange Act and unless otherwise indicated, represents
securities for which the beneficial owner has sole voting and
investment power.
   (2) Based upon 8,280,000 shares issued and outstanding.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

       On August 14, 2001, the Company issued a total of 1,280,000
shares of its common stock in consideration of Darian S. Tenace
contributing toward the organizational expenses of the Company and for
services rendered. At that time Mr. Tenace was the President of the
Company.

       On September 30, 2002, the Company entered into a Stock
Subscription Agreement with Brightpoint Capital Partners, LLC
("Brightpoint"), in which Brightpoint received 7,000,000 shares of
common stock of the Company in exchange for cash consideration of $700
in a private placement transaction. Immediately afterwards, Brightpoint
transferred these shares to its sole shareholder, Michael Tay, the
Company's president and sole director. Such transaction resulted in a
change in control of the Company.

       Under Rule 405 promulgated under the Securities Act of 1933, Mr.
Tenace may have been deemed to be a promoter of the Company. Other than
Mr. Tay, the Company's past President, director and then major
shareholder, no other persons are known to management that would be
deemed to be promoters.

       The Board of Directors has passed a resolution which contains a
policy that we will not seek an acquisition or merger with any entity
in which our officer, director or holder or their affiliates or
associates serve as officer or director or hold more than a 10%
ownership interest. Management is not aware of any circumstances under
which this policy may be changed.

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

 *   Certification pursuant to 18 U.S.C. Section 1350, as
     adopted pursuant to Section 906 of the Sarbanes-Oxley Act
     of 2002 (Chief Executive Officer and Chief Financial Officer).

       ----------------------------------
       *    Previously filed


  (a)  Reports on Form 8-K: The Company filed a report on Form 8-K
dated June 25, 2003 reporting Items the change of control and private
sale of all issued and outstanding shares of the Registrant.

ITEM 14. CONTROLS AND PROCEDURES.

        As required by Rule 13a-15 under the Exchange Act, within the
90 days prior to the filing date of this report, the Company carried
out an evaluation of the effectiveness of the design and operation of
the Company's disclosure controls and procedures. This evaluation was
carried out under the supervision and with the participation of the
Company's management, including the Company's President, Chief
Executive Officer and Chief Financial Officer. Based upon that
evaluation, the Company's President, Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective. There have been no significant changes in the
Company's internal controls or in other factors, which could
significantly affect internal controls subsequent to the date the
Company carried out its evaluation.

        Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be
disclosed in Company reports filed or submitted under the Exchange Act
is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commission's rules and
forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to
be disclosed in Company reports filed under the Exchange Act is
accumulated and communicated to management, including the Company's
Chief Executive Officer and Chief Financial Officer as appropriate,
to allow timely decisions regarding required disclosure.

                                  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, thereunto duly authorized.

                                        DST MEDIA, INC.


                                        By: /s/ Lauren Scott
                                        -------------------------------
                                        Lauren Scott
                                        President and Chief Financial
                                        Officer Date: October 9, 2005

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/ Lauren Scott
---------------------------------
Lauren Scott
President, Secretary, Treasurer,
Principal Financial Officer and
Director

Date: October 9, 2005



Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to
Sections 302 and 906 of the Sarbanes-Oxley Act of 2002


       In connection with the Annual Report of DST Media, Inc.
(Registrant) on Form 10-KSB for the year ended December 31, 2003, as
filed with the Securities and Exchange Commission, on the date hereof,
I, Lauren Scott, Chief Executive Officer and Chief Financial Officer of
the Company, certify to the best of my knowledge, pursuant to 18 USC
1350, as adopted pursuant to ss.302 and promulgated as 18 USC 1350
pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:

(1) I have reviewed this Annual Report on Form 10-KSB of DST Media,
Inc., for the year ended December 31, 2003.

(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, if any, 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:

       (1) designed such disclosure controls and procedures to ensure
that material information relating to the Registrant, including its
consolidated subsidiaries, if any, is made known to us by others within
those entities, particularly during the period in which this Annual
Report is being prepared;

       (2) 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

       (3) 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, if any, 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):

       (1) 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

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


  /s/ Lauren Scott                              Dated: October 9, 2005
 ---------------------------------             ------------------------
 Lauren Scott
 Chief Executive Officer and
 Chief Financial Officer


                                 EXHIBIT 99.1
                         C.E.O. & C.F.O. CERTIFICATION

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


       In connection with the Annual Report of DST Media, Inc. (the
"Company") on Form 10-KSB for the period ending December 31, 2003 as
filed with the United States Securities and Exchange Commission on the
date hereof (the "Report"), I, Lauren Scott, Chief Executive Officer
and Chief Financial Officer of the Company, certify pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

   (i)    the Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

   (ii)   the information contained in the Report fairly presents, in
all material respects, the financial condition and result of operations
of the Company.

      The foregoing certification is made solely for the purpose of 18
U.S.C. Section 1350, subject to the knowledge standard contained
therein, and not for any other purpose.



                                        Name:  /s/ Lauren Scott
                                        ------------------------------
                                        Lauren Scott
                                        Chief Executive Officer
                                        and Chief Financial Officer

                                        October 9, 2005