SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549

                                  FORM 10-QSB

(Mark One)

[ x ]  Quarterly report under Section 13 or 15(d) of The Securities Exchange
       Act of 1934

For the quarterly period ended 31 January 2002

[  ]  Transition report under Section 13 or 15(d) of The Securities Exchange
      Act of 1934

For the transition period from _____________ to _________________

Commission file number: 000-28915

                            SHOWSTAR ONLINE.COM INC.
    (Exact Name of Small Business Issuer as Specified in its Charter)

      Washington                                                13-4093341
(State or other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                             Identification No.)

           c/o Corporate House, 320-1100 Melville St., Vancouver, B.C.
                    (Address of Principal Executive Offices)

                               604 - 638 - 1636
              (Issuer's Telephone Number, Including Area Code)

             (Former Name, Former Address and Former Fiscal Year
                      if Changed Since Last Report)

     Check whether the issuer: (1) 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  X    No
                -----    -----


     State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:

          Class                                    Number of Shares Outstanding
          -----                                    ----------------------------
 Common Stock, par value $0.0                             50,847,030

      Transitional Small Business Disclosure Format (check one):

             Yes       No  X
                -----    -----

<PAGE

                        PART 1 - FINANCIAL INFORMATION
                         Item 1. Financial Statements

                           SHOWSTAR ONLINE.COM, INC.
                            -------------------------
                          (A Development Stage Company)
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                  ( UNAUDITED )
                                January 31, 2002

                                     ASSETS
CURRENT ASSETS
   Cash                                                           $        -
   Accounts receivable                                                     -
   Prepaid expenses                                                        -
                                                                  -------------
                                             TOTAL CURRENT ASSETS          -


PROPERTY & EQUIPMENT, less $334,594
   accumulated depreciation                                             295,544

WEBSITE & SOFTWARE, less $700,333
   accumulated amortization                                             811,904

INTANGIBLE ASSETS, less $2,533
   accumulated amortization                                               3,067
                                                                  -------------
                                                                  $   1,110,515
                                                                  =============

                 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
   Accounts payable, trade                                        $     598,098
   Accrued expenses                                                     250,357
   Accrued stock compensation                                           207,775
   Loan payable                                                         968,000
   Accrued interest payable                                              38,025
   Due to related party                                                  75,684
                                                                  -------------
                                        TOTAL CURRENT LIABILITIES     2,137,939
                                                                  -------------

COMMITMENTS                                                                -

SHAREHOLDERS' (DEFICIT)
   Preferred stock, no par value, 25,000,000 shares
    authorized, -0- issued and outstanding                                 -
   Common stock, no par value, 75,000,000 shares
    authorized, 50,847,030 issued and outstanding                    13,356,971
   Contributed capital                                                  101,277
   Outstanding common stock warrants                                       -
   Outstanding common stock options                                     191,000
   Deferred stock compensation                                          (81,663)
   Cumulative translation adjustments                                   (42,161)
   Deficit accumulated during development stage                     (14,552,848)
                                                                  -------------
                                    TOTAL SHAREHOLDERS' (DEFICIT)    (1,027,424)
                                                                  -------------
                                                                  $   1,110,515
                                                                  =============

          See accompanying notes to consolidated financial statements

<PAGE>

                           SHOWSTAR ONLINE.COM, INC.
                            -------------------------
                          (A Development Stage Company)
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  ( UNAUDITED )
<TABLE>
<CAPTION>
                                                                                                                July 14, 1995
                                                   Nine Months Ended                Three Months Ended           (Inception)
                                                      January 31,                       January 31,                through
                                                2002             2001             2002             2001          Jan. 31, 2002
                                            ----------------------------------------------------------------------------------
<S>                                         <C>              <C>              <C>              <C>              <C>
REVENUE
   Sales                                    $      109,634   $      459,557   $         -      $      198,180   $      644,919
   Commissions                                      12,500           10,335             -               5,153           92,315
                                            ----------------------------------------------------------------------------------
                              TOTAL REVENUE        122,134          469,892             -             203,333          737,234

COSTS AND EXPENSES
   Cost of sales                                    64,530          310,203             -             148,274          476,610
   Stock based compensation                           -             287,601             -              84,000        3,755,814
   Consulting                                       35,527          387,573             -              70,413        1,657,808
   Investor relations, related party                  -                -                -                -             107,067
   Investor relations                                 -              23,559             -               1,078          273,857
   Web-sit set up                                     -              63,410             -              14,754          276,001
   Professional fees                                13,663           60,969             -               3,280          475,207
   Consulting fees paid by shareholders               -                -                -                -             466,500
   Travel and entertainment                          2,083           68,060             -               9,223          373,804
   Depreciation and amortization                   175,445          520,955             -             178,201        1,186,666
   General and administrative                       77,497          985,198           51,637          198,493        2,369,148
   Advertising, marketing and selling               22,892          330,709             -              51,549        1,760,826
   Technical development                              -                -                -                -              31,021
   Loss on disposal of assets                         -                -                -                -               3,429
   Loss on write down of goodwill.                    -                -                -                -             244,390
                                            ----------------------------------------------------------------------------------
                   TOTAL COSTS AND EXPENSES       (391,637)      (3,038,237)         (51,637)        (759,265)     (13,458,148)

LOSS ON WRITE-OFF OF INVESTMENTS.                     -                -                -                -            (303,716)
INTEREST EXPENSE                                  (19,098)          (59,393)            -              (2,751)        (125,279)
                                            ----------------------------------------------------------------------------------
LOSS FROM CONTINUING OPERATIONS BEFORE TAXES     (288,601)       (2,627,738)         (51,637)        (558,683)     (13,149,909)

INCOME TAXES
   Current                                           -              980,146             -             208,389        4,773,273
   Deferred                                          -             (980,146)            -            (208,389)      (4,773,273)
                                            ----------------------------------------------------------------------------------
        NET LOSS FROM CONTINUING OPERATIONS      (288,601)       (2,627,738)         (51,637)        (558,683)     (13,149,909)

DISCONTINUED OPERATIONS
   Net loss from entertainment division
    operations, net of  $-0-,  $-0-, and
    $-0- in income taxes                             -                 -                -                -            (425,639)
   Loss on disposal of entertainment
    division, net of $-0-, $-0-, and
    $-0- in income taxes                             -                 -                -                -            (977,300)
                                            ----------------------------------------------------------------------------------
                                   NET LOSS $    (288,601)  $    (2,627,738)  $      (51,637)  $     (558,683)  $  (14,552,848)
                                            ==================================================================================

NET LOSS PER COMMON SHARE:
   Basic - continuing operations            $       (0.01)  $         (0.06)  $        (0.00)  $        (0.01)  $        (0.26)
   Diluted - continuing operations          $       (0.01)  $         (0.06)  $        (0.00)  $        (0.01)  $        (0.26)
   Basic - discontinued operations          $       (0.01)  $         (0.06)  $        (0.00)  $        (0.01)  $        (0.29)
   Diluted - discontinued operations        $       (0.01)  $         (0.06)  $        (0.00)  $        (0.01)  $        (0.29)

NUMBER OF SHARES USED FOR COMPUTING NET LOSS PER SHARE:
   Basic                                       50,847,030        46,876,913       50,847,030       46,876,913       50,847,030
   Diluted                                     50,847,030        46,876,913       50,847,030       46,876,913       50,847,030
</TABLE>

*Less than $.01 per share


          See accompanying notes to consolidated financial statements

<PAGE>

                           SHOWSTAR ONLINE.COM, INC.
                            -------------------------
                          (A Development Stage Company)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                  ( UNAUDITED )

<TABLE>
<CAPTION>
                                                                                                      July 14, 1995
                                                                         Nine Months Ended             (Inception)
                                                                            January 31,                  through
                                                                      2002               2001        January 31, 2002
                                                               ----------------   ----------------   ----------------
<S>                                                            <C>                <C>                <C>
NET CASH (USED IN) OPERATING ACTIVITIES                               (13,540)        (3,509,257)        (6,518,155)
                                                               --------------     --------------

INVESTING ACTIVITIES
   Proceeds from sale of equipment                                     25,000               -                35,000
   Proceeds from Insurance for loss of equipment                         -                  -                 6,044
   Investment in joint venture and savings plus                          -               (25,000)          (303,716)
   Cash acquired with acquisition of Showstar/Nucom                      -                  -                20,815
   Cash to ALS Sportswear                                             (11,460)              -               (11,460)
   Purchases of property and equipment and domain name                   -            (1,207,979)        (2,263,441)
                                                               --------------     --------------
                               NET CASH (USED IN) PROVIDED BY                                                  -
                                         INVESTING ACTIVITIES          13,540         (1,232,979)        (2,516,758)
                                                               --------------     --------------     --------------
FINANCING ACTIVITIES
   Proceeds from advances, related parties                               -                  -               361,600
   Proceeds from advances                                                -               335,300          1,370,500
   Repayments of advances, related parties                               -                  -                61,006
   Cash paid for stock offering costs                                    -               (97,000)          (219,000)
   Proceeds from issuance of preferred stock                             -                  -                 3,500
   Proceeds from issuance of common stock                                -             5,061,500          7,447,088
   Proceeds from issuance of convertible debenture                       -                  -                52,500
                                                               --------------     --------------
                                         NET CASH PROVIDED BY                                                  -
                                         FINANCING ACTIVITIES            -             5,299,800          9,077,194
                                                               --------------     --------------     --------------

CUMULATIVE TRANSLATION ADJUSTMENT                                        -                  (700)           (42,281)
                                                               --------------     --------------     --------------
                                           NET CHANGE IN CASH            -               556,864               -

Cash, beginning of period                                                -                15,737               -
                                                               --------------     --------------     --------------

CASH, END OF PERIOD                                            $         -        $      572,601     $         -
                                                               ==============     ==============     ==============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid for interest                                      $         -        $         -        $        5,000
                                                               ==============     ==============     ==============
   Cash paid for income taxes                                  $         -        $         -        $         -
                                                               ==============     ==============     ==============

NON-CASH INVESTING AND FINANCING ACTIVITIES:
   3,367,000 shares of common stock issued for acquisition
    of subsidiary                                              $         -        $         -        $        3,367
                                                               ==============     ==============     ==============

   999,066 shares of common stock issued for acquisition
    of subsidiary                                              $         -        $         -        $      749,300
                                                               ==============     ==============     ==============

   517,143 shares of common stock issued for payment of
    advances and accrued liabilities.                          $         -        $      265,000     $      265,000
                                                               ==============     ==============     ==============

   2,890,000 shares of common stock issued for compensation    $         -        $    1,427,300     $    1,427,300
                                                               ==============     ==============     ==============

   1,050,000 shares of common stock issued for payment of
    accrued stock compensation                                 $         -        $      517,500     $      517,500
                                                               ==============     ==============     ==============

   350,000 shares of common stock issued for acquisition
    of ALS.                                                    $         -        $         -        $      328,125
                                                               ==============     ==============     ==============
</TABLE>

          See accompanying notes to consolidated financial statements

<PAGE>

                           SHOWSTAR ONLINE.COM, INC.
                          (A Development Stage Company)

                    NOTES TO UNAUDITED FINANCIAL STATEMENTS
                                January 31, 2002

NOTE A: The accompanying unaudited consolidated financial statements of
Showstar Online.com Inc. as of and for the six months ended January 31, 2002 and
January 31, 2001 have been prepared in accordance with the rules and regulations
of the Securities and Exchange Commission and do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.

In the opinion of management, all adjustments considered necessary for a fair
presentation of the results of the interim period have been included. Operating
results for any interim period are not necessarily indicative of the results
that may be expected for the entire fiscal year. These statements should be read
in conjunction with the financial statements and notes thereto for the year
ended April 30, 2001 included in the Company's report in Form 10KSB as filed
with the Securities and Exchange Commission.

NOTE B. On June 30, 2001 the Company dissolved the ALS Sportswear division.
The sales reported for the nine months ending January 31, 2002 represent
operations from May and June.

NOTE C. The Company had not recorded any depreciation in this quarter as no
operating benefit has accrued during the period.

NOTE D. During the quarter, the Company did not issue any shares.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

This report contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended and Section 27A of the
Securities Act of 1933, as amended. For this purpose, any statements contained
herein that are not statements of historical fact may be deemed forward-looking
statements. Without limiting the foregoing, the words "believes", "anticipates",
"plans", "expects" and similar expressions are intended to identify
forward-looking statements. Readers are cautioned not to place undue reliance on
forward-looking statements, which speak only as of the date hereof. The Company
undertakes no obligation to publicly release the results of any revisions to
these forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events. These forward-looking statements should be read in
conjunction with the Company's disclosures included in their Form 10-KSB for the
fiscal year ended April 30, 2001.

Overview

   Showstar Online.com, Inc. (the "Company", "Showstar" and sometimes "we,"
"us," "our" and derivatives of such words), formerly named Showstar
Entertainment Corporation, was incorporated on July 14, 1995 in the State of
Colorado as Cerotex Holdings, Inc. The Company commenced business as a developer
of computer-based management systems and continued operations on a limited basis
until March 18, 1998.


   In May 1998 the Company changed its name to Showstar Entertainment
Corporation, assuming the name of its majority-owned subsidiary. Effective
August 25, 1998, the remaining 23% of Showstar/Nucom was acquired through
issuance of 999,066 shares of the Company's Common Stock.

<PAGE>

   From April 1998 to February 1999, Showstar engaged in merchandising and
event promotion in secondary markets in the Western United States and Canada.
These operations were discontinued in February 1999.

   On June 18, 1999, the stockholders of the Company approved a change in
corporate name to Showstar Online.com, Inc., which became effective on June 25,
1999.

GENERAL

   Showstar established a unique and scalable e-commerce infrastructure by
developing and integrating several leading edge technologies, including the
incorporation of ORACLE database tools into Artstar.com. This also included the
customized development of Artstar.com's art search engine accessing the ORACLE
database.

   Showstar's development of its website property "Artstar.com" commenced in
May 1999. Showstar launched e-commerce and retail activities on the website in
December 1999. Through the website, Showstar offered a variety of products and
services under the domain name "Artstar.com." designed to attract viewer traffic
to the site and to generate revenue for Showstar. The products and services
offered included auctions, authentication and appraisal consulting, buyer
(corporate and individual) representation, and education in art, collectibles
and restoration.

   In March 2000 Showstar introduced its first portal development product
Showstar Webmail. Showstar WebMail was designed as a software solution for web
portals and issued in a customized form on the company's website Artstar.com.
Showstar then began marketing its webmail product to third-party websites.

In May of 2000 Showstar acquired the assets of ALS Sportswear and began
operating this division with the previous owners in place. This division
supplies products to a variety of corporate clients and sports teams as well as
being able to service galleries and museums with product for their gift shops.

The Company held its annual general meeting on Sept. 15, 2000 with the
ratification of all items put forward to the shareholders. The details of all
the items can be obtained from the proxy statement filed with the SEC. The
Company also began a major facelift of the Artstar website to create a true art
portal. The project was completed mid November and the channel concept was
launched in November creating three distinct channels to service the public,
artists and their needs, and the business community with B2B solutions.
Management felt the concept would increase and speed up the site's revenue
generation capability as raising funds in the equity markets was becoming
increasingly more difficult.

During the third quarter of fiscal 2001 the Company began to experience a severe
lack of support and interest from the equity markets due to "dot com" companies.
Management had to make a number of decisions and take action to reduce operating
costs. These actions included discontinuing the operation of the New York head
office and moving the functions back to Kirkland, Washington and Vancouver, B.C.
In addition, Showstar ended merger discussions with Deerbrook Publishing Group,
Inc. The Company then proceeded to assess the operation of the Artstar website
and the decision was made to stop any new development on the Artstar website
resulting in the layoff of the majority of technical staff and site operation
staff. With the reduced staff and looking for other reductions in operating
costs, the company moved the administration and technical development office
from Richmond, B.C. to more modest facilities in Vancouver, B.C.

As lack of funding had made it impossible to continue to maintain the standards
that Artstar had established for the website, the company laid off all the
management and staff of Artstar and now maintains the site on the servers but it
is not active for public use at this time. We have put up a small site for use

<PAGE>

in trying to sell Artstar. This lack of funding has also affected our ability
to be able to continue to participate in the China joint venture. The company
continues to look for a purchaser for the Artstar site and has received a few
inquiries.

In February 2001, the Company issued a press release announcing that it had
signed a binding letter of agreement with Redmond Capital Corp to acquire 100 %
of two of Redmond's divisions, namely Redcell Batteries Inc. and Sirius
Animation Inc. This agreement has not been completed as yet due to funding
problems experienced by Redmond Capital to date. Redmond Capital has had to
downsize with the need to vacate their office on West 7th Ave., so the Company
has arranged for a temporary location for its head office. as indicated by the
change on the cover sheet.

During the second quarter of fiscal 2002, due to continued funding problems
experienced by Redmond Capital, the Company decided to start looking at other
potential opportunities for mergers or acquisitions. Management has advised
Redmond Capital that as considerable time has past due to Redmond's funding
situation, the Company has put them on notice that we are in discussions with
other parties to seek other opportunities. Management has begun discussions
with another party and hopes to be able to make an announcement of its
discussions in the next quarter.

During the third quarter of fiscal 2002 management announced that an agreement
in principle was made with American Cybersystems to pursue a merger of the
companies. Discussion and review has continued and we hope to have a definitive
agreement in place by our year end.

Plan of Operations

A comparison of quarter to quarter would not provide any insight into the
company's operation as the future look and operations will be considerably
different as we proceed through fiscal 2002.

On June 30, 2001 at the request of the ALS division management, the company
decided to dissolve the ALS Division as once again lack of funding limited the
expansion of the division due to the necessary upfront cash requirements
resulting in continued operating losses. The assets and liabilities of the
Division were assumed by the previous management subject to the completion of a
formal sale agreement.

The Artstar website remains in tact but is not available to the public at this
time as funding prohibits the maintaining of a staff to operate it. We have
placed a sample website on the internet for use in demonstrating the potential
of the Artstar project to interested buyers or those wanting to form a
partnership. We have a consultant looking after the site as well as trying to
find buyers or partners.

The Webmail product, which is still owned by the Company, is presently being
operated and funded by a third party with no revenue or costs being accrued to
the Company. The ongoing future of this product will be decided upon completion
of a merger or acquisition.

As we have done during 2001, management will continue to do its best to seek
opportunities that will provide the maximum return on our shareholders'
investment.

Due to funding problems, the Company has had to delay the annual general
meeting, but management hopes to be able to arrange the meeting in the coming
quarter.

Liquidity and Capital Resources

The principal source of funds to the Company since its formation has been
derived from the net proceeds of certain private offerings of securities which
have been used to fund continued development, selling, general and

<PAGE>

administrative costs. The company has managed to eliminate most of its
operating costs with the help of our potential merge partner. The company has
not been able to raise funds through its normal means and must find a partner to
merge with in order to continue operations.

The company has a net working capital deficit that will be addressed by one of
the following:

-   sale of assets to pay down negotiated debt settlement
-   payment of debt as part of a merger/acquisition
-   issue of stock in a merger/acquisition
-   some combination of the above.

FOREIGN CURRENCY EXPOSURE

   Showstar is exposed to fluctuations in foreign currencies relative to the
U.S. dollar because it collects revenues in U.S. dollars and incurs certain
costs in foreign currencies, primarily the Canadian dollar. As Showstar expands
its operations, it may begin to collect revenues from customers in currencies
other than the U.S. dollar. Showstar does not currently engage in any hedging
activities.

                                     PART II
                               OTHER INFORMATION

Item 6.  Exhibit and Reports on Form 8-K

 (a)  See Exhibit Index

 (b)  No reports on Form 8-K were filed with the Commission during the third
      quarter of fiscal 2002.


                                    SIGNATURES


   In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                     SHOWSTAR ONLINE.COM INC.


Dated: March 15, 2002                By: /s/ J. Punzo
                                        --------------------------------------
                                        J. Punzo
                                        President, and Chief Executive Officer





                                  EXHIBIT INDEX


   Exhibit No.      Description
  -------------     -----------
   N/A

<PAGE>