`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, 2002

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

         For the transition period from ____________ to ____________.

                         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)

 2000 Hamilton Street, #520, Philadelphia, Pennsylvania        19130-3883
 ------------------------------------------------------        ----------
       (Address of principal executive offices)                (Zip Code)

                   Issuer's telephone number (215) 893-3662

        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, 2003.

                      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 a
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 two stockholders 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 our current 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.

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, 2002



                         INDEPENDENT AUDITOR'S REPORT


To the Board of Directors of:
DST Media, Inc.
(A Development Stage Company)
2000 Hamilton Street, #520
Philadelphia, PA 19130-3883

I have audited the accompanying balance sheet of DST Media, Inc. (a
development stage company) from August 13, 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 audit.

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

In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of DST Media, Inc. (a
development stage company) as of December 31, 2002, and the results of its
operations and its cash flows for the period from August 13, 2001 (inception)
through December 31, 2002 in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming that DST
Media, Inc. will continue as a going concern. As discussed in Note 1 to the
financial statements, DST Media, Inc. was only recently formed, has incurred
losses since its inception and has not yet been successful in establishing
profitable operations, raising substantial doubt about its ability to continue
as a going concern. Management's plans in regards to these matters are also
described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of these uncertainties.


------------------------------------
Stan J.H. Lee, CPA
Fort Lee, New Jersey
                    , 2002
License # CC23007



                      DST MEDIA, INC.
               (A DEVELOPMENT STAGE COMPANY)
                       BALANCE SHEET
                     DECEMBER 31, 2002

                          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,
                          2002          2001               2002
                      -----------    ------------     --------------

Income                 $     --        $     --          $     --

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

Total expenses              700             128               828
                       ---------       ---------         ---------

NET LOSS               $   (700)       $   (128)         $   (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, 2002

                                                             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)
                          ---------  ---------  ---------   ---------  ---------
BALANCE AT
  DECEMBER 31, 2002       8,280,000  $     828  $      --   $    (828) $      --
===================       =========  =========  =========   =========  =========

     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,
                                 2002           2001            2002
                              -----------    -----------     -----------

CASH FLOWS FROM OPERATING
 ACTIVITIES:

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


          See accompanying notes to financial statements



                                DST MEDIA, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                            AS OF DECEMBER 31, 2002


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, 2002, 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, 2002


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, 2002.

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,
2002 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.



                                DST MEDIA, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                            AS OF DECEMBER 31, 2002


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:

       Mr. Michael Tay, 66 years of age, has served as our director, president,
chief executive officer, treasurer, and secretary since September 30, 2002, 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 he has served as such, and the
business experience during at least the last five years:

       For the past five years, Mr. Michael Tay has devoted his full time in
managing his own investments in securities and real estate, including
commercial, and residential real estate investments in undeveloped land as well
as income producing properties, mutual funds and other securities investments,
both debt and equity, in companies listed on exchanges such as AMEX or traded
over-the-counter and listed on NASDAQ and the OTC Bulletin Board.

       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        Michael Tay                       7,000,000          85%
                    2000 Hamilton St., #520
                    Philadelphia, PA 19130-3883

Common Stock        Darian Tenace                     1,280,000          15%
                    715 Palm Street
                    West Palm Beach, FL 33401

Common Stock        All Officers and Directors
                    as a Group (1 person)             7,000,000          85%

   ---------------------------
   (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 current 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 current President, sole director and 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.

       (a) Exhibits:

       1.1*     Stock Subscription Agreement filed as an exhibit to the
                Company's current report on Form 8-K filed on October 4,
                2002, and incorporated herein by reference.

       3.1*     Certificate of Incorporation filed as an exhibit to the
                Company's registration statement on Form 10-SB filed on
                April 23, 2002, and incorporated herein by reference.

       3.2*     By-Laws filed as an exhibit to the Company's
                registration statement on Form 10-SB filed on April 23,
                2002, and incorporated herein by reference.

       3.3*     Specimen of Certificate of Common Stock filed as an
                exhibit to the Company's registration statement on Form 10-
                SB filed on April 23, 2002, and incorporated herein by
                reference.

       99.1**   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
       **   Filed herewith

       (b)  Reports on Form 8-K: The Company filed a report on Form 8-K dated
            October 4, 2002 reporting Items 1, 2, 5, 6 and 7.

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/ Michael Tay
                                        ---------------------------------
                                        Michael Tay
                                        President and Principal Financial
                                        Officer

                                        Date: February 12, 2003

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/ Michael Tay
---------------------------------
Michael Tay
President, Secretary, Treasurer,
Principal Financial Officer and
Director

Date: February 12, 2003



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, 2002, as filed with the Securities
and Exchange Commission, on the date hereof, I, Michael Tay, 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, 2002.

(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/ Michael Tay                              Dated: February 12, 2003
 ---------------------------------             ------------------------
 Michael Tay
 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, 2002 as filed with the United
States Securities and Exchange Commission on the date hereof (the "Report"), I,
Michael Tay, 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/ Michael Tay
                                        ------------------------------
                                        Michael Tay
                                        Chief Executive Officer
                                        and Chief Financial Officer

                                        February 12, 2003`