10-Q 1 qastir.txt ASQ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO _____. COMMISSION FILE NUMBER: 000-26045 ASTIR, INC. - --------------------------------------- (Exact name of small business issuer as specified in its charter) Nevada 88-0306861 - ------------------------------- --------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 8100 West Sahara Ave., Suite 200 Las Vegas, Nevada 89117 - ---------------------------------------- ------------ (Address of principal executive offices) (Zip Code) (702) 966-0600 - ------------------------- Registrant's telephone number, including area code N/A - --------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant: 1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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. YES [ ] NO [x] State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: At June 30, 2002 there were 2,500,000 issued and outstanding shares of the Registrant's Common Stock, $.001 par value. Transitional Small Business Disclosure Format (check one): YES [ ] NO [X] PART I - FINANCIAL INFORMATION Item 1. Financial Statements CONTENTS Page Accountant's Review 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 MARK SHERMAN CPA PROFESSIONAL CORP. 316 SOUTH JONES BOULEVARD LAS VEGAS, NV 89107 PHONE (702) 645-6318 FAX: (702) 645-1604 ACCOUNTANT'S REVIEW REPORT Board of Directors Astir, Inc. Las Vegas, Nevada I have reviewed the accompanying balance sheet of Astir, Inc.(a Nevada Corporation) as of June 30, 2002, and the related statements of operations, stockholders' equity and cash flows for the three months ended, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. All information included in these financial statements is the representation of the management of Astir Inc. A review consists principally of inquiries of Company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding financial statements taken as a whole. Accordingly, I do not express such an opinion. Based on my review, I am not aware of any material modifications that should be made to the accompanying June 30, 2002 financial statements in order for them to be in conformity with generally accepted accounting principals. 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, but I have not performed any auditing procedures since that date. 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 Corp August 12, 2002 ASTIR, INC. ( A Development Stage Company ) BALANCE SHEETS (Unaudited) (Audited) (Audited)(Audited) June 30, March 31, Dec 31, Dec 31, 2002 2002 2001 2000 ASSETS CURRENT ASSETS Cash $ 262 $ 289 $ 316 $ 149 TOTAL CURRENT ASSETS $ 262 $ 289 $ 316 $ 149 OTHER ASSETS $ 0 $ 0 $ 0 $ 0 TOTAL ASSETS $ 262 $ 289 $ 316 $ 149 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Officers Advances $ 8,525 $ 8,525 $ 8,525 $ 8,165 TOTAL CURRENT LIABILITIES $ 8,525 $ 8,525 $ 8,525 $ 8,165 LONG-TERM LIABILITIES $ 0 $ 0 $ 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 $ 2,500 Additional Paid In Capital $ 0 $ 0 $ 0 $ 0 Deficit Accumulated During Development Stage ($ 10,763)($ 10,736)($ 10,709)($ 10,516) TOTAL STOCKHOLDERS' EQUITY ($ 8,263)($ 8,236)($ 8,209)($ 8,016) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 262 $ 289 $ 316 $ 149 See accompanying notes to financial statements. 2- ASTIR, INC. ( A Development Stage Company ) STATEMENT OF OPERATIONS (Unaudited) (Audited) (Audited) (Audited) (Audited) Apr 1,2002 Jan 1,2002 Jan 1,2001 Jan 1, 2000 Sep. 21, 1993 to to to to (inception)to June 30,2002 Mar 31,2002 Dec 31,2001 Dec 31,2000 June 30, 2002 REVENUES $ 0 $ 0 $ 0 $ 0 $ 0 TOTAL REVENUE$ 0 $ 0 $ 0 $ 0 $ 0 EXPENSES General and Administrative $ 27 $ 27 $ 193 $ 1,066 $ 10,763 TOTAL EXPENSES $ 27 $ 27 $ 193 $ 1,066 $ 10,763 _________ NET PROFIT(LOSS)($ 27) ($ 27) ($ 193 ) ($ 1,066) ($ 10,763) NET PROFIT(LOSS) PER SHARE ($ NIL ) ($ NIL ) $( NIL ) ($ NIL) ($ NIL) AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING2,500,000 2,500,000 2,500,000 2,500,000 2,500,000 See accompanying notes to financial statements -3- ASTIR, INC. ( A Development Stage Company ) STATEMENT OF STOCKHOLDERS' EQUITY JUNE 30, 2002 Common Stock Accumulated Number Additional During Of Paid In Development Shares Amount Capital _ Stage(Deficit) 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 ($10,709) Net (Loss), Mar. 31, 2002_______ _________ ____________ ($ 27) Balance, Mar. 31, 2002 2,500,000 $2,500 $0 ($10,736) Net (Loss), Jun. 30, 2002 ($ 27) Balance Jun 30, 2002 2,500,000 $2,500 $0 $($10,763) See accompanying notes to financial statements. -4- ASTIR, INC. ( A Development Stage Company ) STATEMENT OF CASH FLOWS (Unaudited) (Audited) (Audited) (Audited) (Audited) Apr 1, 2002 Jan 1, 2002 Jan 1,2001 Jan 1,2000 Sep.21, 1993 to to to to (inception) June 30,2002 Mar 31,2002 Dec 31,2001 Dec 31,2000 to Jun 30, 2002 CASH FLOWS FROM OPERATING ACTIVITIES Net Income (Loss) ($ 27) ($ 27) ($ 193) ($ 1,066) ($10,763) Adjustments to reconcile net income(loss) to cash provided by operating activities: Inc in Officers advances$ 0 $ 0 $ 360 $ 900 $ 8,525 NET CASH PROVIDED BY (USED IN)OPERATING ACTIVITES ($27) ($ 27) $ 167 ($ 166) ($ 2,238) CASH FLOWS FROM INVESTING ACTIVITIES ($ 0) ($ 0) ($ 0) ($ 0) ($ 0) CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock$ 0 $ 0 $ 0 $ 0 $ 2,500 Net increase (decrease) in Cash ($27) ($ 27) $ 167 ($ 166) $ 262 Cash Beginning of Period $ 289 $ 316 $ 149 $ 315 $ 0 Cash _______ ____ __ _______ End of Period $ 262 $ 289 $ 316 $ 149 $ 262 See accompanying notes to financial statements. -5- ASTIR, INC. ( A Development Stage Company ) NOTES TO FINANCIAL STATEMENTS JUNE 30, 2002 MARCH 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 - 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. -6- ASTIR, INC. ( A Development Stage Company ) NOTES TO FINANCIAL STATEMENTS(CONT'D) JUNE 30, 2002 MARCH 31, 2002 DECEMBER 31, 2001 DECEMBER 31, 2000 NOTE 6 - OFFICERS ADVANCES While the Company is seeking additional capital through a merger with an existing operating company, an officer of the Company has advanced funds on behalf of the Company to pay for costs incurred by it. These funds are interest free. Item 2. MANAGEMENT'S PLAN OF OPERATION 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 with 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. 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 business. 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. 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 and ratably is 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. 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 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. The Company and, therefore, its shareholders will assume such risks. 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. 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 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. 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 that 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. Competition - ----------- The Company is an insignificant participant among firms, which engage in business combinations with, or financing of, development - - stage enterprises. There are many established management and financial consulting companies and venture capital firms who have significantly greater financial and personal resources, technical expertise and experience than the Company. In view of the Company's limited financial resources and management availability, the Company will continue to be at significant competitive disadvantage due to the Company's competitors. Regulation and Taxation - ----------------------- The Investment Company Act of 1940 defines an "investment company" as an issuer, which is or holds it's self out as being engaged primarily in the business of investing, reinvesting or trading securities. While the Company does not intend to engage in such activities, the Company may obtain and hold a minority interest in a number of development stage enterprises. The Company could be expected to incur significant registration and compliance costs if required to register under the Investment Company Act of 1940. Accordingly, management will continue to review the Company's activities from time to time with a view toward reducing the likelihood that the Company could be classified as an "investment company". The Company intends to structure a merger or acquisition in such manner as to minimize Federal and state tax consequences to the Company and to any target company. Employees - --------- The Company's only employees at the present time are its officers and directors, who will devote as much time as the Board of Directors determine is necessary to carry out the affairs of the Company. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits Exhibit No. Description - ---------- --------------------------------------------- 3.1 Articles of Incorporation (Incorporated by reference from Form 10-SB/A filed on July 19, 2000). 3.2 By-Laws (Incorporated by reference from Form 10-SB/A filed on July 19, 2000). (b) Reports on Form 8-K The Company has not filed any reports on Form 8-K. SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ASTIR, INC. ------------------ (Name of Registrant) Date: August 14, 2002 By: /s/ JORGE MELGAR ------------------ JORGE MELGAR PRESIDENT

Sept 30, December 31, December 31, 2001 2000 1999 ------------ -------------- ------------ ASSETS CURRENT ASSETS Cash $ 508 $ 109 $ 245 Inventory $15,362 $ 13,984 $9,702 Accounts receivable 0 0 0 ---------- --------- ------- TOTAL CURRENT ASSETS $15,870 $ 14,093 $9,947 PROPERTY AND EQUIPMENT,NET $16,503 $ 18,861 $22,005 $ 0 $ 0 $ 0 --------- --------- --------- TOTAL ASSETS $32,373 $ 32,954 $31,952 ========= ======== ======== LIABILITIES AND STOCKHOLDERS EQUITY CURRENT LIABILITIES Accounts payable $41,975 $36,969 $28,173 Accrued liabilities $31,088 $28,825 $29,738 Current Portion, Long Term Debt $ 0 $ 0 $ 0 -------- -------- --------- TOTAL CURRENT LIABILITIES $ 73,063 $65,794 $57,911 LONG TERM DEBT $ 0 $ 0 $ 0 STOCKHOLDERS EQUITY common stock: $.001 par value authorized 50,000,000 shares; issued and outstanding 150,000 shares $ 150 $ 150 $ 150 Additional Paid In Capital $ 74,850 $74,850 $74,850 Retained Earnings (deficit) $(115,690) $(107,840) $(100,959) ---------- ---------- ----------- TOTAL STOCKHOLDERS EQUITY $ (40,690) $ (32,840) $ (25,959) ---------- ---------- ---------- Total liabilities and stockholders equity $ 32,373 $ 32,954 $ 31,952 ========= ========== ==========

For the nine For the nine months ended months ended Sept 30, Sept 30, 2001 2000 REVENUES $ 267,345 $ 217,564 COSTS OF REVENUES (168,782) $ (68,138) ----------- ---------- GROSS PROFIT $ 98,563 $ 149,426 OPERATING EXPENSES Selling, general and administrative $ 104,055 $ 145,405 Depreciation $2,358 $ 2,358 ------------ ------------ TOTAL OPERATING EXPENSES $ 106,413 $ 147,760 ------------ ------------- INCOME (LOSS) FROM OPERATIONS $ (7,850) $ 1,666 OTHER INCOME (EXPENSES) Gain on sale of assets $ 0 $ 0 Interest expense $ 0 $ 0 ------------ ------------ INCOME (LOSS) BEFORE INCOME TAXES $ (7,850) $ 1,666 Income Taxes $ 0 $ 0 ------------- ------------- NET PROFIT (LOSS) $ (7,850) $ 1,666 ============= ============== NET PROFIT (LOSS) PER SHARE $ (0.0523) $ (0.0111) ============= ============== AVERAGE NUMBER OF 150,000 150,000 ============= ============= SHARES OF COMMON STOCK OUTSTANDING

For the three For the three months ended months ended Sept 30, Sept 30, 2001 2000 ---------------- --------------- REVENUES $ 78,122 $ 85,022 COSTS OF REVENUES $ (56,648) $ (44,135) -------------- ------------- GROSS PROFIT $ 21,474 $ 40,887 OPERATING EXPENSES Selling, general and administrative $ 21,851 $ 39,546 Depreciation $ 786 $ 786 ------------ ------------ TOTAL OPERATING EXPENSES $ 22,637 $ 40,332 ------------- ------------- INCOME (LOSS) FROM OPERATIONS $ (1,163) $ 555 OTHER INCOME (EXPENSES) Gain on sale of assets $ 0 $ 0 Interest expense $ 0 $ 0 ------------ ------------ INCOME (LOSS) BEFORE INCOME TAXES $ (1,163) $ 555 Income Taxes $ 0 $ 0 ------------- ------------- NET PROFIT (LOSS) $ (1,163) $ (555) ============= ============== NET PROFIT (LOSS) PER SHARE $ (0.0077) $ (0.0037) ============= ============== AVERAGE NUMBER OF 150,000 150,000 ============= ============= SHARES OF COMMON STOCK OUTSTANDING

For the year ended For the year ended December 31, December 31, 2000 1999 ------------- ------------------ REVENUES $ 306,193 $ 163,511 COSTS OF REVENUES $ (141,650) $ (76,190) ------------- ------------- GROSS PROFIT $ 164,543 $ 87,321 OPERATING EXPENSES Selling, general and administrative $ 168,280 $ 119,165 Depreciation $ 3,144 $ 6,288 ------------ ------------ TOTAL OPEATING EXPENSES $ 171,424 $ 125,453 ------------- ------------- INCOME (LOSS) FROM OPERATIONS $ (6,881) $ (38,132) OTHER INCOME (EXPENSES) Gain on sale of assets $ 0 $ 0 Interest expense $ 0 $ 0 ------------ ------------ INCOME (LOSS) BEFORE INCOME TAXES $ (6,881) $ (38,132) Income Taxes $ 0 $ 0 ------------- ------------- NET PROFIT (LOSS) $ (6,881) $ (38,132) ============== ============== NET PROFIT (LOSS) PER SHARE $ (0.0459) $ (0.2542) ============== ============== AVERAGE NUMBER OF 150,000 150,000 ============= ============= SHARES OF COMMON STOCK OUTSTANDING

Common Stock ------------ Additional Retained Number of Paid in Earnings Shares Amount Capital (Deficit) --------- ------- ---------- ---------- October 9, 1997 50,000 $ 50 $ 49,950 Issued for cash Net (Loss) for the period October 9, 1997 (Inception) to December 31, 1997 $ (1,227) --------- ------- ----------- ---------- Balance December 31,1997 50,000 $ 50 $ 49,950 $ (1,227) September 15, 1998 public offering Regulation D issued for cash 100,000 $ 100 $ 24,900 Net (Loss) January 1,1998 to December 31, 1998 $ (61,600) --------- --------- ----------- ---------- Balance December 31,1998 150,000 $ 150 $ 74,850 $(62,827) Net (Loss) January 1,1999 to December 31 1999 $ (38,132) --------- --------- ----------- ----------- Balance December 31, 1999 150,000 $ 150 $ 74,850 $(100,959) Net (Loss) January 1,2000 to December 31, 2000 $ (6,881) --------- --------- ----------- ---------- Balance December 31,2000 150,000 $ 150 $ 74,850 $(107,840) Net Income January 1,2001 to September 30, 2001 $ (7,850) Balance September 30,2001 150,000 $ 150 $ 74,850 $(115,690) ======= ========= ========= ==========

For the nine For the nine months ended months ended September 30, September 30, 2001 2000 ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES Net Income (Loss) $ (7,850) $ 1,666 Adjustments to reconcile net income (loss) to cash provided by operating activities: Depreciation $ 2,358 $ 2,358 Decrease in accounts receivable $ 0 $ 0 Increase in inventory $ (1,378) $ (6,035) Increase in accounts payable $ 5,006 $ 11,552 Decrease in accrued liabilities $ 2,263 $ 0 Increase in accrued liabilities $ 0 $ (9,460) ------- ------------- Net cash provided by operating activities $ 399 $ 81 -------- ------------- Cash Flows From Investing Activities Purchase of property & equipment $ 0 $ 0 --------- ------------ Net cash (used in) investing activities $ 0 $ 0 ---------- ------------- CASH FLOWS FROM FINANCING ACTIVITIES Issue common stock $ 0 $ 0 ---------- ------------ Net increase (decrease) in cash $ 399 $ 81 Cash, Beginning of period $ 109 $ 245 ---------- ------------- Cash, Ending of period $ 508 $ 326 ========== =============

For the three For the three months ended months ended September 30, September 30, 2001 2000 ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES Net Income (Loss) $ (1,163) $ 555 Adjustments to reconcile net income (loss) to cash provided by operating activities: Depreciation $ 786 $ 786 Decrease in accounts receivable $ 0 $ 0 Increase in inventory $ 885 $(6,116) Increase in accounts payable $ 0 $ 10,800 Decrease in accrued liabilities $ 0 $ 0 Increase in accrued liabilities $ 0 $ (6,225) ------------ ------------- Net cash provided by operating activities $ 508 $ (200) ------------- -------------- Cash Flows From Investing Activities Purchase of property & equipment $ 0 $ 0 ------------ ------------ Net cash (used in) investing activities $ 0 $ 0 ------------- ------------- CASH FLOWS FROM FINANCING ACTIVITIES Issue common stock $ 0 $ 0 ------------ ------------ Net increase (decrease) in cash $ 508 $ (200) Cash, Beginning of period $ 0 $ 526 ------------ ------------- Cash, Ending of period $ 508 $ 326 ============= =============

For the year For the year ended ended December 31, December 31, 2000 1999 --------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net Income (Loss) $ (6,881) $ (38,132) Adjustments to reconcile net income (loss) to cash provided by operating activities: Depreciation $ 3,144 6,288 Decrease in accounts receivable $ 0 0 Increase in inventory $ (4,282) $ (3,042) Increase in accounts Payable $ 8,796 $ 21,639 Decrease in accrued liabilities $ 0 $ 12,851 Increase in accrued liabilities $ (913) $ 0 ------------- ------------- Net cash provided by operating activities $ (136) $ (396) -------------- -------------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property & equipment $ 0 $ 0 ------------ ------------ Net cash (used in) investing activities $ 0 $ 0 ------------- ------------- CASH FLOWS FROM FINANCING ACTIVITIES Issue common stock $ 0 $ 0 ------------ ------------ Net increase (decrease) in cash $ (136) $ (396) Cash, Beginning of period $ 245 $ 641 ------------ ------------- Cash, Ending of period $ 109 $ 245 ============= =============

December 31, December 31, 2000 1999 ----------- ----------- Finished Goods $ 0 $ 0 Goods in process $ 0 $ 0 Raw materials $ 13,984 $ 9,702 ----------- ----------- Total inventories $ 13,984 $ 9,702 =========== ===========

December 31, December 31, 2000 1999 ----------- ----------- Leasehold Improvements $ 0 $ 0 Manufacturing equipment $ 0 $ 0 Computer equipment, office furniture and other $ 31,436 $ 31,436 ----------- ----------- $ 31,436 $ 31,436 Less: Accumulated depreciation $ (12,575) $ (9,431) ----------- ----------- $ 18,861 $ 22,005 =========== ===========

Year ending December 31, 2001 $12,222 Year ending December 31, 2002 $56,076 Year ending December 31, 2003 $56,076 Year ending December 31, 2004 $56,076 Year ending December 31, 2005 $18,692 -------- $199,142

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