SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                   FORM 10-KSB
 ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the year ended December 31, 2002.

                       Commission File Number 33-18385-LA



                                  ASTIR, INC.
             (Exact name of registrant as specified in its charter)

                   Nevada                         88-0306861
          (State of organization)    (I.R.S. Employer Identification No.)

                 8100 W. Sahara, 2nd Floor, Las Vegas, NV 89117
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (702) 966-0600



Registrant' Attorney:  O. Robert Meredith, Esq.
                       311 S. State Street
                       Suite 380
                       Salt Lake City, Utah 84111

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.001 par value per share

Check whether the issuer (1) filed all reports required to be file by Section 13
or 15(d) of the Exchange Act during the past 12 months and (2) has been subject
to such filing requirements for the past 90 days.
YES  (x)

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B 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
amendments to this Form 10-KSB. []

Issuer's Revenue during the year ended December 31, 2002:  $0

DOCUMENTS INCORPORATED BY REFERENCE:

The Company's form 10-SB/A filed on May 12th, 1999, and the exhibits thereto,
are incorporated by reference. A list of those exhibits is provided in ITEM 13
below.



<PAGE>

PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Background
Astir, Inc. (the "Company") is a Nevada corporation formed on September 21,
1993. Its principal place of business is located at 8100 W. Sahara, 2nd Floor,
Las Vegas, NV 89117. The Company was organized to engage in any lawful corporate
business, including but not limited to, participating in mergers with and
acquisitions of other companies. The Company has been in the developmental stage
since inception and has no operating history other than organizational matters.

The Company was organized September 21, 1993, under the laws of the State of
Nevada, as Astir, Inc. The company has no operations and in accordance with SFAS
#7, is considered a development stage company. The Company was incorporated by
Jose F. Garcia. He no longer holds any position with the Company and holds none
of the Company's stock. Initially Mr. Garcia was issued 2,500,000 shares of
common stock. Mr. Garcia sold or gifted his shares to 33 friends and business
acquaintances in transactions exempt from registration pursuant to section 4 of
the Securities Act of 1933, as amended. All such transactions took place on or
prior to October 23, 1993. All shareholders have held their stock since that
time.

The primary activity of the Company currently involves seeking a company or
companies that it can acquire or with whom it can merge. The Company has not
selected any company as an acquisition target or merger partner and does not
intend to limit potential candidates to any particular field or industry, but
does retain the right to limit candidates, if it so chooses, to a particular
field or industry. The Company's plans are in the conceptual stage only.

The Board of Directors has elected to begin implementing the Company's principal
business purpose, described below under "Item 2, Plan of Operation". As such,
the Company can be defined as a "shell" company, whose sole purpose at this time
is to locate and consummate a merger or acquisition with a private entity.

The proposed business activities described herein classify the Company as a
"blank check" company. 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 the Company's securities until such time as the Company has
successfully implemented its business plan.

Business of Issuer

The Company's plan is to seek, investigate, and if such investigation warrants,
acquire an interest in one or more business opportunities presented to it by
persons or firms desiring the perceived advantages of a publicly held
corporation. At this time, the Company has no plan, proposal, agreement,
understanding, or arrangement to acquire or merge with any specific business or
company, and the Company has not identified any specific business or company for
investigation and evaluation. No member of Management or any promoter of the
Company, or an affiliate of either, has had any material discussions with any


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other company with respect to any acquisition of that company. The Company will
not restrict its search to any specific business, industry, or geographical
location, and may participate in business ventures of virtually any kind or
nature. Discussion of the proposed business under this caption and throughout
this Registration Statement is purposefully general and is not meant to restrict
the Company's virtually unlimited discretion to search for and enter into a
business combination.

The Company may seek a combination with a firm which only recently commenced
operations, or a developing company in need of additional funds to expand into
new products or markets or seeking to develop a new product or service, or an
established business which may be experiencing financial or operating
difficulties and needs additional capital which is perceived to be easier to
raise by a public company. In some instances, a business opportunity may involve
acquiring or merging with a corporation which does not need substantial
additional cash but which desires to establish a public trading market for its
common stock. The Company may purchase assets and establish wholly- owned
subsidiaries in various businesses or purchase existing businesses as
subsidiaries.

Selecting a business opportunity will be complex and extremely risky. Because of
general economic conditions, rapid technological advances being made in some
industries, and shortages of available capital, management believes that there
are numerous firms seeking the benefits of a publicly-traded corporation. Such
perceived benefits of a publicly traded corporation may include facilitating or
improving the terms on which additional equity financing may be sought,
providing liquidity for the principals of a business, creating a means for
providing incentive stock options or similar benefits to key employees,
providing liquidity (subject to restrictions of applicable statutes) for all
shareholders, and other items. Potentially available business opportunities may
occur 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

The Company neither owns nor leases any real property at this time.


ITEM 3.  LEGAL PROCEEDINGS

The Company is not a party to any material pending legal proceedings and, to the
best of its knowledge, no such action by or against the Company has been
threatened.


ITEM 4.  SUBMISSION OF MATTERS TO SHAREHOLDERS' VOTE

During the fourth quarter of 2002, no matters were submitted to the shareholders
of the Company for their vote.


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

There is currently no public market for Astir's common stock.


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ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

This statement includes projections of future results and "forward- looking
statements" as that term is defined in Section 27A of the Securities Act of 1933
as amended (the "Securities Act"), and Section 21E of the Securities Exchange
Act of 1934 as amended (the "Exchange Act"). All statements that are included in
this Registration Statement, other than statements of historical fact, are
forward-looking statements. Although Management believes that the expectations
reflected in these forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct. Important
factors that could cause actual results to differ materially from the
expectations are disclosed in this Statement, including, without limitation, in
conjunction with those forward- looking statements contained in this Statement.

Plan of Operation - General

The Company's plan is to seek, investigate, and if such investigation warrants,
acquire an interest in one or more business opportunities presented to it by
persons or firms desiring the perceived advantages of a publicly held
corporation. At this time, the Company has no plan, proposal, agreement,
understanding, or arrangement to acquire or merge with any specific business or
company, and the Company has not identified any specific business or company for
investigation and evaluation. No member of Management or any promoter of the
Company, or an affiliate of either, has had any material discussions with any
other company with respect to any acquisition of that company. The Company will
not restrict its search to any specific business, industry, or geographical
location, and may participate in business ventures of virtually any kind or
nature. Discussion of the proposed business under this caption and throughout
this Registration Statement is purposefully general and is not meant to restrict
the Company's virtually unlimited discretion to search for and enter into a
business combination.

The Company may seek a combination with a firm which only recently commenced
operations, or a developing company in need of additional funds to expand into
new products or markets or seeking to develop a new product or service, or an
established business which may be experiencing financial or operating
difficulties and needs additional capital which is perceived to be easier to
raise by a public company. In some instances, a business opportunity may involve
acquiring or merging with a corporation which does not need substantial
additional cash but which desires to establish a public trading market for its
common stock. The Company may purchase assets and establish wholly- owned
subsidiaries in various businesses or purchase existing businesses as
subsidiaries.

Selecting a business opportunity will be complex and extremely risky. Because of
general economic conditions, rapid technological advances being made in some
industries, and shortages of available capital, management believes that there
are numerous firms seeking the benefits of a publicly-traded corporation. Such
perceived benefits of a publicly traded corporation may include facilitating or
improving the terms on which additional equity financing may be sought,
providing liquidity for the principals of a business, creating a means for



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<PAGE>

providing incentive stock options or similar benefits to key employees,
providing liquidity (subject to restrictions of applicable statues) for all
shareholders, and other items. Potentially available business opportunities may
occur 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.

Management believes that the Company may be able to benefit from the use of
"leverage" to acquire a target company. Leveraging a transaction involves
acquiring a business while incurring significant indebtedness for a large
percentage of the purchase price of that business. Through leveraged
transactions, the Company would be required to use less of its available funds
to acquire a target company and, therefore, could commit those funds to the
operations of the business, to combinations with other target companies, or to
other activities. The borrowing involved in a leveraged transaction will
ordinarily be secured by the assets of the acquired business. If that business
is not able to generate sufficient revenues to make payments on the debt
incurred by the Company to acquire that business, the lender would be able to
exercise the remedies provided by law or by contract. These leveraging
techniques, while reducing the amount of funds that the Company must commit to
acquire a business, may correspondingly increase the risk of loss to the
Company.

No assurance can be given as to the terms or availability of financing for any
acquisition by the Company. During periods when interest rates are relatively
high, the benefits of leveraging are not as great as during periods of lower
interest rates, because the investment in the business held on a leveraged basis
will only be profitable if it generates sufficient revenues to cover the related
debt and other costs of the financing. Lenders from which the Company may obtain
funds for purposes of a leveraged buy-out may impose restrictions on the future
borrowing, distribution, and operating policies of the Company. It is not
possible at this time to predict the restrictions, if any, which lenders may
impose, or the impact thereof on the Company.

The Company has insufficient capital with which to provide the owners of
businesses significant cash or other assets. Management believes the Company
will offer owners of businesses the opportunity to acquire a controlling
ownership interest in a public company at substantially less cost than is
required to conduct an initial public offering. The owners of the businesses
will, however, incur significant post-merger or acquisition registration costs
in the event they wish to register a portion of their shares for subsequent
sale. The Company will also incur significant legal and accounting costs in
connection with the acquisition of a business opportunity, including the costs
of preparing post-effective amendments, Forms 8-K, agreements, and related
reports and documents. Nevertheless, the Officers and Directors of the Company
have not conducted market research and are not aware of statistical data which
would support the perceived benefits of a merger or acquisition transaction for
the owners of a businesses. The Company does not intend to make any loans to any
prospective merger or acquisition candidates or to unaffiliated third parties.


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<PAGE>

The Company will not restrict its search for any specific kind of firms, but may
acquire a venture which is in its preliminary or development stage, which is
already in operation, or essentially in any stage of its corporate life. It is
impossible to predict at this time the status of any business in which the
Company 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 the Company may offer. However, the Company does not
intend to obtain funds in one or more private placements to finance the
operation of any acquired business opportunity until such time as the Company
has successfully consummated such a merger or acquisition. The Company also has
no plans to conduct any offerings under Regulation S.

Sources of Opportunities

The Company will seek a potential business opportunity from all known sources,
but will rely principally on personal contacts of its Officers and Directors as
well as indirect associations between them and other business and professional
people. It is not presently anticipated that the Company will engage
professional firms specializing in business acquisitions or reorganizations.

Management, while not especially experienced in matters relating to the new
business of the Company, will rely upon their own efforts and, to a much lesser
extent, the efforts of the Company's shareholders, in accomplishing the business
purposes of the Company. It is not anticipated that any outside consultants or
advisors, other than the Company's legal counsel and accountants, will be
utilized by the Company to effectuate its business purposes described herein.
However, if the Company does retain such an outside consultant or advisor, any
cash fee earned by such party will need to be paid by the prospective
merger/acquisition candidate, as the Company has no cash assets with which to
pay such obligation. There have been no discussions, understandings, contracts
or agreements with any outside consultants and none are anticipated in the
future. In the past, the Company's management has never used outside consultants
or advisors in connection with a merger or acquisition.

As is customary in the industry, the Company may pay a finder's fee for locating
an acquisition prospect. If any such fee is paid, it will be approved by the
Company's Board of Directors and will be in accordance with the industry
standards. Such fees are customarily between 1% and 5% of the size of the
transaction, based upon a sliding scale of the amount involved. Such fees are
typically in the range of 5% on a $1,000,000 transaction ratably down to 1% in a
$4,000,000 transaction. Management has adopted a policy that such a finder's fee
or real estate brokerage fee could, in certain circumstances, be paid to any
employee, Officer, Director or 5% shareholder of the Company, if such person
plays a material role in bringing a transaction to the Company.

The Company will not have sufficient funds to undertake any significant
development, marketing, and manufacturing of any products which may be acquired.
Accordingly, if it acquires the rights to a product, rather than entering into a
merger or acquisition, it most likely would need to seek debt or equity
financing or obtain funding from third parties, in exchange for which the
Company would probably be required to give up a substantial portion of its
interest in any acquired product. There is no assurance that the Company will be
able either to obtain additional financing or to interest third parties in
providing funding for the further development, marketing and manufacturing of
any products acquired.


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<PAGE>

Evaluation of Opportunities

The analysis of new business opportunities will be undertaken by or under the
supervision of the Officers and Directors of the Company (see "Management").
Management intends to concentrate on identifying prospective business
opportunities which may be brought to its attention through present associations
with management. In analyzing prospective business opportunities, management
will consider, among other factors, such matters as;

1.   the available technical, financial and managerial resources;
2.   working capital and other financial requirements;
3.   history of operation, if any;
4.   prospects for the future;
5.   present and expected competition;
6.   the quality and experience of management services which may be available
     and the depth of that management;
7.   the potential for further research, development or exploration;
8.   specific risk factors not now foreseeable but which then may be anticipated
     to impact the proposed activities of the Company;
9.   the potential for growth or expansion;
10.  the potential for profit;
11.  the perceived public recognition or acceptance of products, services or
     trades; and
12.  name identification

Management will meet personally with management and key personnel of the firm
sponsoring the business opportunity as part of their investigation. To the
extent possible, the Company intends to utilize written reports and personal
investigation to evaluate the above factors. The Company will not acquire or
merge with any company for which audited financial statements cannot be
obtained.

Opportunities in which the Company participates will present certain risks, many
of which cannot be identified adequately prior to selecting a specific
opportunity. The Company's shareholders must, therefore, depend on Management to
identify and evaluate such risks. Promoters of some opportunities may have been
unable to develop a going concern or may present a business in its development
stage (in that it has not generated significant revenues from its principal
business activities prior to the Company's participation). Even after the
Company's participation, there is a risk that the combined enterprise may not
become a going concern or advance beyond the development stage. Other
opportunities may involve new and untested products, processes, or market
strategies which may not succeed. Such risks will be assumed by the Company and,
therefore, its shareholders.

The investigation of specific business opportunities and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and other
instruments will require substantial management time and attention as well as
substantial costs for accountants, attorneys, and others. If a decision is made
not to participate in a specific business opportunity the costs incurred in the


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related investigation would not be recoverable. Furthermore, even if an
agreement is reached for the participation in a specific business opportunity,
the failure to consummate that transaction may result in the loss by the Company
of the related costs incurred.

There is the additional risk that the Company will not find a suitable target.
Management does not believe the Company will generate revenue without finding
and completing a transaction with a suitable target company. If no such target
is found, therefore, no return on an investment in the Company will be realized,
and there will not, most likely, be a market for the Company's stock.

Acquisition of Opportunities

In implementing a structure for a particular business acquisition, the Company
may become a party to a merger, consolidation, reorganization, joint venture,
franchise, or licensing agreement with another corporation or entity. It may
also purchase stock or assets of an existing business. Once a transaction is
completed, it is possible that the present management and shareholders of the
Company will not be in control of the Company. In addition, a majority or all of
the Company's Officers and Directors may, as part of the terms of the
transaction, resign and be replaced by new Officers and Directors without a vote
of the Company's shareholders.

It is anticipated that securities issued in any such reorganization would be
issued in reliance on exemptions from registration under applicable Federal and
State securities laws. In some circumstances, however, as a negotiated element
of this transaction, the Company may agree to register such securities either at
the time the transaction is consummated, under certain conditions, or at a
specified time thereafter. The issuance of substantial additional securities and
their potential sale into any trading market which may develop in the Company's
Common Stock may have a depressive effect on such market.

While the actual terms of a transaction to which the Company may be a party
cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so called "tax free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code of 1986, as amended (the
"Code"). In order to obtain tax free treatment under the Code, it may be
necessary for the owners of the acquired business to own 80% or more of the
voting stock of the surviving entity. In such event, the shareholders of the
Company, including investors in this offering, would retain less than 20% of the
issued and outstanding shares of the surviving entity, which could result in
significant dilution in the equity of such shareholders.

As part of the Company's investigation, Officers and Directors of the Company
will meet personally with management and key personnel, may visit and inspect
material facilities, obtain independent analysis or verification of certain
information provided, check references of management and key personnel, and take
other reasonable investigative measures, to the extent of the Company's limited
financial resources and management expertise.


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The manner in which the Company participates in an opportunity with a target
company will depend on the nature of the opportunity, the respective needs and
desires of the Company and other parties, the management of the opportunity, and
the relative negotiating strength of the Company and such other management.

With respect to any mergers or acquisitions, negotiations with target company
management will be expected to focus on the percentage of the Company which the
target company's shareholders would acquire in exchange for their shareholdings
in the target company. Depending upon, among other things, the target company's
assets and liabilities, the Company's shareholders will, in all likelihood, hold
a lesser percentage ownership interest in the Company following any merger or
acquisition. The percentage ownership may be subject to significant reduction in
the event the Company acquires a target company with substantial assets. Any
merger or acquisition effected by the Company can be expected to have a
significant dilutive effect on the percentage of shares held by the Company's
then shareholders, including purchasers in this offering.

Management has advanced, and will continue to advance, funds which shall be used
by the Company in identifying and pursuing agreements with target companies.
Management anticipates that these funds will be repaid from the proceeds of any
agreement with the target company, and that any such agreement may, in fact, be
contingent upon the repayment of those funds.


ITEM 7.  FINANCIAL STATEMENTS.

The financial statements and supplemental data required by this item 7 follow
the index of financial statements appearing at Item 13 of this Form 10-KSB.


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

There has been no change in accountants since the Company's formation.


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

The members of the Board of Directors of the Company serve until the next annual
meeting of the stockholders, or until their successors have been elected. The
Officers serve at the pleasure of the Board of Directors.

There are no agreements for any Officer or Director to resign at the request of
any other person, and none of the Officers or Directors named below are acting
on behalf of, or at the direction of, any other person.

The Company's Officers and Directors will devote their time to the business on
an "as-needed" basis, which is expected to require 5-10 hours per month.



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Information as to the Directors and Executive Officers of the Company is as
follows:

Name/Address                        Age                   Position

Jorge E. Melgar
13719 W. Cambridge Ave.
Goodyear, AZ 85375                  27                   President/Director

Silvia B Orellana
21041 N. 61st Dr.
Glendale, AZ 85308                  31                   Secretary/Director

Jeff W Bradley
1522 Marita Dr.
Boulder City, NV 89005              47                   Treasurer/Director


Jorge E. Melgar; President
He has been the Company President and a Director since October 1, 1997. He
attended Rio Hondo Community College and AMS College for basic electronics and
in 1990 received his computer technician certification. He also attended the ABC
Trade College and served with the Arizona Electrical Contractor Association,
where he graduated as a Journeyman in 1997.

He has worked as an electrical contractor for the past nine years. Since
December, 1998, he has worked with WMS as an electrical contractor, where he is
in charge of supervising all commercial installations. From March of 1995,
through December, 1998, he worked for Current Construction Electrical, where he
was in charge of the electrical installation in the residential field, and
customer satisfaction. From 1990 through 1995, he worked in the purchase and
sales department of MJM Electrical Contractors. Part of his work there included
electrical installation on the Los Angeles Rapid Transit System.

Silvia B. Orellana; Secretary
Ms. Orellana attended nursing school at the Montebello (CA) Community College
and Long Beach Community College from 1983 to 1987. She has worked on the
development and care of children since that time. She currently is working in
Scottsdale, AZ as a professional child development assistant with Drs. David and
Deborah Kauffman. From 1990 to 1995, she worked with Mr. and Mrs. Steve Chang,
in Los Angeles, as an operations manager in a Chinese import business. From 1987
to 1990, she worked in Guatemala, teaching English as a second language to
children under 10 year old.

Jeff W. Bradley; Treasurer
From 1976 to 1981, he was employed by W.W. Grainger as a warehouse
representative and sales representative. In 1982 he became the VP Regional Sales
Manager for National Energy Management. Since 1990 he has been a corporate
consultant for Shogun Investment Group.


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ITEM 10. EXECUTIVE COMPENSATION

None of the Company's Officers and/or Directors receive any compensation for
their respective services rendered to the Company, nor have they received such
compensation in the past. They both have agreed to act without compensation
until authorized by the Board of Directors, which is not expected to occur until
the Registrant has generated revenues from operations after consummation of a
merger or acquisition. As of the date of this registration statement, the
Company has no funds available to pay Officers or Directors. Further, none of
the Officers or Directors are accruing any compensation pursuant to any
agreement with the Company.

It is possible that, after the Company successfully consummates a merger or
acquisition with an unaffiliated entity, that entity may desire to employ or
retain one or more members of the Company's management for the purposes of
providing services to the surviving entity, or otherwise provide other
compensation to such persons. However, the Company has adopted a policy whereby
the offer of any post-transaction remuneration to members of management will not
be a consideration in the Company's decision to undertake any proposed
transaction. Each member of management has agreed to disclose to the Company's
Board of Directors any discussions concerning possible compensation to be paid
to them by any entity which proposes to undertake a transaction with the Company
and further, to abstain from voting on such transaction. Therefore, as a
practical matter, if each member of the Company's Board of Directors is offered
compensation in any form from any prospective merger or acquisition candidate,
the proposed transaction will not be approved by the Company's Board of
Directors as a result of the inability of the Board to affirmatively approve
such a transaction.

It is possible that persons associated with management may refer a prospective
merger or acquisition candidate to the Company. In the event the Company
consummates a transaction with any entity referred by associates of management,
it is possible that such an associate will be compensated for their referral in
the form of a finder's fee. It is anticipated that this fee will be either in
the form of restricted common stock issued by the Company as part of the terms
of the proposed transaction, or will be in the form of cash consideration.
However, if such compensation is in the form of cash, such payment will be
tendered by the acquisition or merger candidate, because the Company has
insufficient cash available.

The amount of such finder's fee cannot be determined as of the date of this
registration statement, but is expected to be comparable to consideration
normally paid in like transactions. No member of management of the Company will
receive any finders fee, either directly or indirectly, as a result of their
respective efforts to implement the Company's business plan outlined herein.
Persons "associated" with management is meant to refer to persons with whom
management may have had other business dealings, but who are not affiliated with
or relatives of management. No retirement, pension, profit sharing, stock option
or insurance programs or other similar programs have been adopted by the
Registrant for the benefit of its employees.


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

The following table sets forth each person known to the Company, to be a
beneficial owner of five percent (5%) or more of the Company's common stock, by
the Company's Directors individually, and by all of the Company's Directors and
Executive Officers as a group. Except as noted, each person has sole voting and
investment power with respect to the shares shown.

  Title of        Name of Owner         Shares              Percentage of
   Class                                Beneficially        Ownership
                                        Owned

   Common         Jorge E. Melgar       100,000                 4%

   Common         Silvia B. Orellana    100,000                 4%

   Common         Jeff W. Bradley       100,000                 4%


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The Board of Directors has passed a resolution which contains a policy that the
Company will not seek an acquisition or merger with any entity in which any of
the Company's Officers, Directors, principal shareholders or their affiliates or
associates serve as Officers or Directors or hold any ownership interest.
Management is not aware of any circumstances under which this policy may be
changed through their own initiative.

The proposed business activities described herein classify the Company as a
"blank check" company. 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 the Company's securities until such time as the Company has
successfully implemented its business plan described herein. Accordingly, each
shareholder of the Company has executed and delivered a "lock-up" letter
agreement, affirming that he/she shall not sell his/her respective shares of the
Company's common stock until such time as the Company has successfully
consummated a merger or acquisition and the Company is no longer classified as a
"blank check" company.

In order to provide further assurances that no trading will occur in the
Company's securities until a merger or acquisition has been consummated, each
shareholder has agreed to place his/her respective stock certificate(s) with the
Company's legal counsel, who will not release these respective certificate(s)
until such time as legal counsel has confirmed that a merger or acquisition has
been successfully consummated. The Company's legal counsel is O. Robert
Meredith, Esq., 311 S. State Street Salt Lake City, Utah 84111. However, while
management believes that the procedures established to preclude any sale of the
Company's securities prior to closing of a merger or acquisition will be
sufficient, there can be no assurances that the procedures established herein
will unequivocally limit any shareholder's ability to sell their respective
securities before such closing.


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ITEM 13. FINANCIAL EXHIBITS



                                   ASTIR, INC.

                              FINANCIAL STATEMENTS

                                DECEMBER 31, 2002
                                DECEMBER 31, 2001
                                DECEMBER 31, 2000

<PAGE>

                                   ASTIR, INC.


                                    CONTENTS

                                                                          Page

Independent Auditor's Report                                                1

Financial Statements

         Balance Sheet                                                      2

         Statement of Operations                                            3

         Statement of Stockholders' Equity                                  4

         Statement of Cash Flows                                            5

         Notes to Financial Statements                                      6


<PAGE>


                       MARK SHERMAN CPA PROFESSIONAL CORP.
                        601 SOUTH RANCHO DRIVE SUITE D-32
                            LAS VEGAS, NV 89106-4827
                    PHONE (702) 645-6318 FAX: (702) 645-1604

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                          INDEPENDENT AUDITOR'S REPORT

Board of Directors
Astir, Inc.
Las Vegas, Nevada

We have audited the accompanying balance sheet of Astir, Inc. as of December 31,
2002; and the related statement of operations, stockholders' equity and cash
flows for the period ended 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.

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

In our opinion, the financials referred to above present fairly, in all material
respects, the financial position of Astir, Inc. at December 31, 2002; and the
results of operations and their cash flows for the period ended December 31,
2002 in conformity with generally accepted accounting principles.

The financial statements for the quarter ended March 31, 2002 and years ended
December 31, 2001 and December 31, 2000 were audited by other auditors and they
expressed an unqualified opinion on them in their report dated May 3, 2002.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company has had no operations and has no established source of
revenue. This raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters are also described in Note
3. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.




                                                        MARK SHERMAN, CPA
                                                        PROFESSIONAL CORPORATION
March 25, 2003





                                       16
<PAGE>
<TABLE>
<CAPTION>


                                     ASTIR, INC.
                           ( A Development Stage Company )
                                   BALANCE SHEETS


                                                   Dec 31,      Dec 31,         Dec 31,
                                                    2002         2001            2000
<S>                                               <C>          <C>             <C>
                                     ASSETS
CURRENT ASSETS
         Cash                                     $    117           316           149
         Interest Receivable                         1,019
                                                  --------      --------      --------
           TOTAL CURRENT ASSETS                   $  1,136           316           149


OTHER ASSETS
      Note Receivable                             $ 10,000             0             0
                                                  --------      --------      --------

         TOTAL ASSETS                             $ 11,136           316           149
                                                  ========      ========      ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
         Officers Advances                        $    843         8,525         8,165
         Interest Payable

           TOTAL CURRENT LIABILITIES              $    843         8,525         8,165

LONG-TERM LIABILITIES

         Notes Payable                            $ 18,785             0             0

STOCKHOLDERS' EQUITY
         Common Stock, $.001 par value
         Authorized 50,000,000 shares; issued
         and outstanding $2,500,000 shares        $  2,500         2,500         2,500

         Additional Paid In Capital               $      0             0             0

         Deficit Accumulated
         During Development Stage                 $(10,992)      (10,709)      (10,516)
                                                  --------      --------      --------

         TOTAL STOCKHOLDERS' EQUITY               $ (8,492)       (8,209)       (8,016)
                                                  --------      --------      --------

                  TOTAL LIABILITIES AND
                  STOCKHOLDERS' EQUITY            $ 11,136           316           149
                                                  ========      ========      ========








                 See accompanying notes to financial statements.


</TABLE>
                                       17
<PAGE>

<TABLE>
<CAPTION>

                                     ASTIR, INC.
                            (A Development Stage Company)
                               STATEMENT OF OPERATIONS


                      Jan 1, 2002      Jan 1, 2001      Jan 1, 2000      Sep. 21, 1993
                           to               to              to            (inception)
                      Dec 31,2002      Dec 31,2001     Dec 31, 2000     to Dec 31, 2002
<S>                   <C>              <C>              <C>              <C>
REVENUES              $         0      $         0      $         0      $         0
                      -----------      ------------     -----------      ------------
  TOTAL REVENUE       $         0      $         0      $         0      $         0


EXPENSES

General and
  Administrative      $       283      $       193      $     1,066      $    10,992
                      -----------      ------------     -----------      ------------
TOTAL EXPENSES        $       283      $       193      $     1,066      $    10,992
                      -----------      ------------     -----------      ------------

NET PROFIT(LOSS)      $      (283)     $      (193)     $    (1,066)     $   (10,992)
                      ===========      ============     ===========      ============
NET PROFIT(LOSS)
PER SHARE             $      (NIL)     $      (NIL)     $     (NIL)      $      (NIL)
                      ===========      ============     ===========      ============

AVERAGE NUMBER OF
SHARES OF COMMON
STOCK OUTSTANDING     $ 2,500,000        2,500,000        2,500,000        2,500,000
                      ===========      ============     ===========      ============





</TABLE>





                   See accompanying notes to financial statements


                                       18
<PAGE>
<TABLE>
<CAPTION>


                                      ASTIR, INC.
                            ( A Development Stage Company )
                           STATEMENT OF STOCKHOLDERS' EQUITY
                                   DECEMBER 31, 2002


                                      Common Stock                            (Deficit)
                                                                            Accumulated
                                  Number                     Additional        During
                                    Of                       Paid In        Development
                                  Shares        Amount       Capital           Stage
                                 ---------     ---------     ---------      ----------
<S>                              <C>           <C>           <C>            <C>
Balance Dec. 31, 1998            2,500,000     $   2,500     $       0      ($  8,865)

Net (Loss), Dec. 31, 1999             --            --            --        ($    585)
                                 ---------     ---------     ---------      ----------

Balance Dec. 31, 1999            2,500,000     $   2,500     $       0      ($  9,450)

Net (Loss), Dec. 31, 2000             --            --            --        ($  1,066)
                                 ---------     ---------     ---------      ----------

Balance Dec. 31, 2000            2,500,000     $   2,500     $       0      ($ 10,516)

Net (Loss),  Dec. 31, 2001 -          --            --                      ($    193)
                                 ---------     ---------     ---------      ----------

Balance Dec. 31, 2001            2,500,000     $   2,500     $       0      ($ 10,709)

Net (Loss), Dec. 31, 2002             --            --            --        ($    283)
                                 ---------     ---------     ---------      ----------

Balance, Dec. 31, 2002           2,500,000     $   2,500     $       0      ($ 10,992)
                                 =========     =========     =========      =========


</TABLE>


                    See accompanying notes to financial statements.

                                       19
<PAGE>
<TABLE>
<CAPTION>

                                                     ASTIR, INC.
                                            (A Development Stage Company)
                                               STATEMENT OF CASH FLOWS


                                                Jan 1, 2002        Jan 1,2001       Jan 1,2000       Sep 21, 1993
                                                      to               to               to            (inception)
                                                Dec 31,2002       Dec 31,2001      Dec 31,2000      to Dec 31, 2002
<S>                                             <C>               <C>              <C>              <C>
CASH FLOWS FROM
OPERATING ACTIVITIES

Net Income (Loss)                              $       (283)     $       (193)     $     (1,066)     $    (10,992)

Adjustments to reconcile net
income(loss) to cash provided by operating
activities:
(Inc) in Interest receivable                   $     (1,019)     $          0      $          0      $     (1,019)
(Dec)Inc in Officers advances                  $     (8,525)     $        360      $        900      $          0
 Inc in Interest Payable                       $      1,103      $          0      $          0      $      1,103
NET CASH PROVIDED BY
(USED IN)OPERATING
ACTIVITES                                      $     (8,724)     $        167      $       (166)     $    (10,908)

CASH FLOWS FROM
INVESTING
ACTIVITIES                                     $      8,525      $         (0)     $         (0)     $      8,525

CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of common stock                       $          0      $          0      $          0      $      2,500
                                               ------------      ------------      ------------      ------------
Net increase
(decrease) in Cash                             $       (199)     $        167      $       (166)     $        117

Cash
Beginning of Period                            $        316      $        149      $        315      $          0

Cash                                                   --                --                --
                                               ------------      ------------      ------------      ------------
End of Period                                  $        117      $        316      $        149      $        117
                                               ============      ============      ============      ============




                                   See accompanying notes to financial statements.

                                                         20
</TABLE>

<PAGE>

                                   ASTIR, INC.
                         ( A Development Stage Company )
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2002
                                DECEMBER 31, 2001
                                DECEMBER 31, 2000

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

         The Company was organized on September 21, 1993 under the laws of the
State of Nevada. The Company current has no operations and, in accordance with
SFAS #7, is considered a development stage company.

         On October 20, 1993, the Company issued 2,500,000 shares of $0.001 par
value common stock for $2,500 in cash.

         On July 22, 1998, the State of Nevada approved the Company's restated
Articles of Incorporation, which increased its capitalization from 3,000,000
common shares to 50,000,000 common shares. The par value of the common stock was
unchanged at $0.001 per share.

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES

         The Company has not determined its accounting policies and procedures,
except as follows:

1)   The Company uses the accrual method of accounting.
2)   Earning or loss per share is calculated using the number of shares of
     common stock outstanding as of the balance sheet date.
3)   The Company has not yet adopted any policy regarding payment of dividends.
     No dividends have been paid since inception.

NOTE 3 - GOING CONCERN

         The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern. However, the
Company has no current source of revenue. Without realization of additional
capital, it would be unlikely for the Company to continue as a going concern. It
is management's plan to seek additional capital to keep the Company operating.

NOTE 4 - WARRANTS AND OPTIONS

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

NOTE 5 - NOTE RECEIVABLE-The company loaned $10,000 to a Company owned by a
former officer. The note bears interest at 10% over five years, annual interest
payments only and for investment purposes. As of December 31, 2002 the Company
had interest receivable for this note of $1,019.



                                       21


<PAGE>


                                   ASTIR, INC.
                         ( A Development Stage Company )
                      NOTES TO FINANCIAL STATEMENTS(CONT'D)
                                DECEMBER 31, 2002
                                DECEMBER 31, 2001
                                DECEMBER 31, 2000

NOTE 6 - RELATED PARTY TRANSACTIONS

         The Company neither owns or leases any real or personal property.
Office services are provided without charge by a director. Such costs are
immaterial to the financial statements and are not reflected. The officers and
directors of the Company are involved in other business opportunities and may,
in the future, become involved in another business opportunity. If a specific
business opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interests. The Company
has not formulated a policy for the resolution of such conflicts.

NOTE 7 - OFFICERS ADVANCES

         While the Company is seeking additional capital through a merger with
an existing operating company, a former officer of the Company advanced funds on
behalf of the Company to pay for costs incurred by it. As of December 31, 2002
the board of directors and this former officer agreed to convert the advances to
a Note payable due in five years. This note is interest free.

NOTE 7 - NOTE PAYABLE

         The Company borrowed $10,260 at 8% interest over five years with
interest only payments for investment purposes. As of December 31, 2002 there
was accrued interest of $843.00.



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