<PAGE>

               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, 2001.


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, 2001:  $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.

<PAGE>

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 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 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.

<PAGE>

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 2001, 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.

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.

<PAGE>

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 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.

 <PAGE>

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.

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 in essentially 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.

<PAGE>


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.

<PAGE>

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.

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
 12.name identification

<PAGE>

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 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.

<PAGE>

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 complete, 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 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.

<PAGE>

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.

<PAGE>

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.

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
 Treasurer/Director

<PAGE>

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.

<PAGE>

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 directors. Further, none of the 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.

<PAGE>

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.

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.

<TABLE>
<S>   <C>            <C>                 <C>                  <C>

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

   Common         Jorge E. Melgar       100,000                 4%

   Common         Silvia B. Orellana    100,000                 4%

   Common         Jeff W. Bradley       100,000                 4%

</TABLE>

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 officer or
director or hold any ownership interest. Management is not aware of any
circumstances under which this policy may be changed through their own
initiative.

<PAGE>

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 with the Company's legal counsel, who will not release
these respective certificates 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.

ITEM 13.	FINANCIAL EXHIBITS

<PAGE>