<PAGE>

                     U.S. Securities and Exchange Commission
                             Washington, D.C. 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 August 31, 1999


[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
         For the transition period from ______________to _______________

                        Commission file number 001-14815



                             ZSTAR ENTERPRISES, INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


           NEVADA                                         98-0196675
-------------------------------                ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)


             4323 WEST 12TH AVENUE, VANCOUVER, B.C., CANADA, V6R 2P9
             -------------------------------------------------------
                    (Address of principal executive offices)

                                 (604) 224-5851
                           ---------------------------
                           (Issuer's telephone number)


                   ------------------------------------------
                   (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 Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes ...X...   No.....


      APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
                          THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes ......    No......

                      APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares outstanding of each of the issuer's classes of common
equity, $0.001 par value as of January 3, 2000 was 10,550,000 shares.

Transitional Small Business Disclosure Format (Check one): Yes.....    No...X...


                                 Page 1 of 22
<PAGE>

                             ZSTAR ENTERPRISES, INC.


                                TABLE OF CONTENT

<TABLE>
<CAPTION>

                                                                                                  Page No.
----------------------------------------------------------------------------------------------------------
<S>         <C>                                                                                   <C>
PART I.     FINANCIAL INFORMATION

Item 1.     Financial Statements (Unaudited) as at August 31, 1999
                       Consolidated Balance Sheet                                                    3
                       Consolidated Statements of Operations                                         4
                       Consolidated Statements of Cash Flows                                         5
                       Consolidated Statement of Shareholders Equity                                 6
                       Notes to Consolidated Financial Statements                                    7

Item 2.     Management's Discussion and Analysis or Plan of Operation                               11



PART II.    OTHER INFORMATION

Item 1.     Legal Proceedings                                                                        20

Item 2.     Changes in Securities                                                                    20

Item 3.     Defaults Upon Senior Securities                                                          20

Item 4.     Submission of Matters to a Vote of Security Holders                                      20

Item 5.     Other Information                                                                        20

Item 6.     Exhibits and Reports on Form 8-K                                                         20


SIGNATURES                                                                                           21


EXHIBITS                                                                                             22

</TABLE>

                                 Page 2 of 22
<PAGE>

                         PART 1 - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS


                             ZSTAR ENTERPRISES, INC.
                             (a Nevada Corporation)
                       INTERIM CONSOLIDATED BALANCE SHEET
                              AS AT AUGUST 31, 1999
                               ( in U.S. Dollars)

<TABLE>
<CAPTION>

                                                                                                    Audited
                                                                                                 (Notes 1,13)
                                     ASSETS                                                      FEBRUARY 28,
                                                                             1999                    1999
 <S>                                                                      <C>                    <C>
 CURRENT

 Cash                                                                     $ 228,383                $  88,165
 Accounts receivable                                                         27,506                   32,472
 Prepaid expenses                                                             6,595                    6,595
                                                                          ---------                ---------
                                                                            262,484                  127,232
                                                                          ---------                ---------

 Capital (Note 2)                                                             1,449                    1,619

 Goodwill (net of accumulated amortization of $ 3,716)                       70,602                   74,318
                                                                          ---------                ---------

                                                                          $ 334,535                $ 203,169
                                                                          =========                =========
                                  LIABILITIES
 CURRENT

Accounts payable and accrued liabilities                                  $ 225,180                $ 110,308
Promissory note payable ( Note 3)                                           100,000                     --
Due to Apex Travel Ltd.                                                        --                     50,000
                                                                          ---------                ---------
                                                                            325,180                  160,308
                                                                          ---------                ---------

                              SHAREHOLDERS' EQUITY
 CAPITAL STOCK ( NOTE 5)

Authorized       -30,000,000 common shares with par value of $.001
Issued            -10,550,000 common shares ( 1999 - 10,550,000)             10,550                   10,550

 Contributed surplus ( Note 5)                                              242,950                  222,950

 Deficit                                                                   (244,145)                (190,639)
                                                                          ---------                ---------
                                                                              9,355                   42,861
                                                                          ---------                ---------

                                                                          $ 334,535                $ 203,169
                                                                          =========                =========

</TABLE>

 APPROVED BY THE BOARD

  /s/ Chui Keung Ho            DIRECTOR
-------------------------------



                                        Unaudited - Prepared by Management

 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS


                                 Page 3 of 22
<PAGE>

                             ZSTAR ENTERPRISES, INC.
                             (a Nevada Corporation)
               INTERIM CONSOLIDATED STATEMENT OF LOSS AND DEFICIT
                 FOR THE PERIOD FROM MARCH 1 TO AUGUST 31, 1999
                               ( in U.S. Dollars)

<TABLE>
<CAPTION>

                                                               3 MONTHS ENDED AUG. 31                6 MONTHS ENDED AUG. 31
                                                               1999              1998                1999             1998
                                                                               (Note 1)                             (Note 1)
<S>                                                        <C>                <C>                <C>                <C>
REVENUE                                                    $   171,344        $      --          $   347,581        $      --

COST OF SALES                                                  151,090               --              307,324               --
                                                           -----------        -----------        -----------        -----------

GROSS PROFIT                                                    20,254               --               40,257               --
                                                           -----------        -----------        -----------        -----------


EXPENSES

  Accounting                                                       639               --                1,315               --
  Amortization                                                   2,043               --                3,986               --
  Bad debts                                                        237               --                  507               --
  Bank charges                                                     240                 97                340                 97
  Filing and registration fees                                   3,971               --                3,987               --
  Legal                                                         11,261              5,000             12,123              5,000
  Management and consulting fees (Note 4)                       30,827             31,198             41,763             31,198
  Office and miscellaneous                                       2,916               --                4,547               --
  Rent                                                           1,062               --                3,190               --
  Salaries and benefits                                          8,925               --               17,849               --
  Telephone                                                      1,387               --                2,753               --
  Travel and education                                             953               --                1,403               --
                                                           -----------        -----------        -----------        -----------

                                                                64,461             36,295             93,763             36,295
                                                           -----------        -----------        -----------        -----------

Net loss for the period                                        (44,207)           (36,295)           (53,506)           (36,295)

Deficit, beginning of the period                              (199,938)              --             (190,639)              --
                                                           -----------        -----------        -----------        -----------

Deficit, end of the period                                 $  (244,145)       $   (36,295)       $  (244,145)       $   (36,295)
                                                           ===========        ===========        ===========        ===========

Net loss per common share                                  $    (0.004)       $    (0.003)       $    (0.005)       $    (0.003)

Number of common shares outstanding                         10,550,000         10,500,000         10,550,000         10,500,000

</TABLE>

                       Unaudited - Prepared by Management

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS


                                 Page 4 of 22
<PAGE>

                             ZSTAR ENTERPRISES, INC.
                             (a Nevada Corporation)
                   INTERIM CONSOLIDATED STATEMENT OF CASH FLOW
              FOR THE PERIOD FROM MARCH 1, 1999 TO AUGUST 31, 1999
                               ( in U.S. Dollars)

<TABLE>
<CAPTION>

                                                                                                    (Note 1)
                                                                                   1999               1998
<S>                                                                            <C>                 <C>
OPERATING ACTIVITIES

Net loss for the period                                                        $ (53,506)          $(36,295)

Item not affecting cash

  Amortization                                                                     3,986               --
                                                                               ---------           --------
                                                                                 (49,520)           (36,295)

Net change in non-cash working capital balances

              Accounts receivable                                                  4,966               --
              Prepaid expenses                                                      --                 --
              Accounts payable                                                   114,872              1,198
                                                                               ---------           --------
Cash provided by (used in) operations                                             70,318            (35,097)
                                                                               ---------           --------

FINANCING ACTIVITIES

Due to Apex Travel Ltd.                                                          (50,000)              --
Promissory note payable                                                          100,000               --
Management contribution of services with no cash consideration                    20,000               --
Issuance of share capital                                                           --               91,500
                                                                               ---------           --------
Cash provided by financing activities                                             70,000             91,500
                                                                               ---------           --------

INVESTING ACTIVITY

Capital asset additions                                                             (100)              --
                                                                               ---------           --------


Change in cash during the period                                                 140,218             56,403

Cash, beginning of period                                                         88,165               --
                                                                               ---------           --------

Cash, end of period                                                            $ 228,383           $ 56,403
                                                                               =========           ========

</TABLE>



                       Unaudited - Prepared by Management

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS


                                 Page 5 of 22
<PAGE>

                             ZSTAR ENTERPRISES, INC.
                             (a Nevada Corporation)
             INTERIM CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
              FOR THE PERIOD FROM MARCH 1, 1999 TO AUGUST 31, 1999
                               ( in U.S. Dollars)

<TABLE>
<CAPTION>

                                                                        Par     Contributed                   Shareholder
                                             # of Common  Price per    Value      Surplus      Accumulated      Equity
                                               Shares       Share    (Note 5)     (Note 5)       Deficit       (Deficit)
<S>                                          <C>          <C>        <C>        <C>            <C>            <C>
Balance as at February 28, 1999              10,550,000              $10,550     $222,950      $(190,639)      $ 42,861

Management contribution of services for                                            20,000                        20,000
  no cash consideration

Net loss for the period                                                                          (53,506)       (53,506)
                                             -----------             -------     --------      ---------       --------

                                             10,550,000              $10,550     $242,950      $(244,145)      $  9,355
                                             ===========             =======     ========      =========       ========

</TABLE>




                       Unaudited - Prepared by Management

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS


                                 Page 6 of 22
<PAGE>

                             ZSTAR ENTERPRISES, INC.
                             (A NEVADA CORPORATION)
          NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                 AUGUST 31,1999
                                (IN U.S. DOLLARS)


NOTE 1   SIGNIFICANT ACCOUNTING POLICIES

a)         Incorporation

The Company was incorporated on June 17, 1998 in Nevada, U.S.A. The Company's
fiscal year end is February 28. The comparative figures on the balance sheet are
as at February 28, 1999 and for the statements of loss and deficit, and cash
flow are for the period from June 17, 1998, the date of incorporation, to August
31, 1998.

b)         Basis of Accounting

These consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary, Apex Canadian Holidays Ltd.

The accompanying financial statements are presented in accordance with the
requirements of Form 10-QSB and consequently do not include all of the
disclosures normally required by generally accepted accounting principles or
those normally made in the Company's annual filings. Accordingly, the reader of
this Form 10-QSB may wish to refer to the Company's Registration Statement
and/or Form 10-KSB filings for further information. The quarterly financial
information has been prepared in accordance with the Company's customary
accounting practices and has not been audited. In the opinion of management, the
information presented reflects all adjustments necessary for a fair statement of
interim results.

c)         Use of estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires that management make estimates and assumptions
which affect the reported amounts of assets and liabilities as at the date of
the financial statements and revenues and expenses for the period reported.
Actual results may differ from these estimates.

d)         Financial instruments

The fair values of the financial instruments approximate their carrying value.

e)         Capital assets

Capital assets are recorded at cost and depreciated over their estimated useful
lives at the following annual rates and methods:

                   Computer                           30% declining balance
                   Furniture and equipment            20%  declining balance

f)         Goodwill

Goodwill is recorded at cost and amortized on a straight-line basis over 10
years.

g)         Foreign exchange translation

The Company translates the accounts of its self-sustaining foreign subsidiaries
using the current rate method. Under this method, assets and liabilities are
translated at the rate of exchange in effect at the balance sheet date. Revenue
and expense items are translated at the rate of exchange in effect on the dates
on which items are recognized in income during the period. Translation
adjustments arising from changes in exchange rates will be recorded as a foreign
currency translation adjustment in shareholders' equity. These adjustments are
not reflected in income until realized through a reduction in the Company's net
investment in such operations.

                                 Page 7 of 22
<PAGE>

h)       Revenue recognition

A subsidiary of the Company operates as a wholesaler and reseller of hotel
accommodations and land tour operator. The subsidiary is responsible for
collection of the amounts due from customers and for payment to the supplier.
Revenue is recognized at the time that the transaction is confirmed.

NOTE 2  CAPITAL ASSETS

<TABLE>
<CAPTION>

                                              Accumulated
                                      Cost    Amortization      Net
<S>                                 <C>       <C>             <C>
Computer                            $ 1,318         230       $ 1,088
Furniture and equipment                 401          40           361
                                    -------        ----       -------
                                    $ 1,719         270       $ 1,449
                                    =======        ====       =======

</TABLE>

NOTE 3  PROMISSORY NOTE PAYABLE

The promissory note payable to a shareholder bears interest at 8% per annum
and is due on demand.

NOTE 4   RELATED PARTY TRANSACTIONS AND MANAGEMENT SERVICES

Joist Management Ltd. related by management contract to provide
administrative and general office services to the Company at a rate of
$10,000 per month until May 31, 1999. The management contract was renewed
with the same terms effective July 1, 1999 to June 30, 2000. None of the
shareholders, officer or directors of Joist Management Ltd. are shareholders
of ZStar Enterprises, Inc. The Company paid management fees of $20,000 to
Joist Management Ltd. during the period (1998 - $30,000) on a month to month
basis.

A estimate of the fair value of management services of $20,000 has been
provided in these financial statements to reflect the value of management
contributions to the Company during the withdrawal of Joist Management Ltd.
for the period from March 1 to June 30, 1999.

NOTE 5   CAPITAL STOCK AND CONTRIBUTED SURPLUS

The Company's authorized share capital consists of 30,000,000 common shares
with par value of $.001.

The Company has the following common shares issued and outstanding:

<TABLE>
<CAPTION>

                                             Total       Capital
                                             Cash         Stock        Contributed
# of Shares                                 Proceeds   at Par Value      Surplus        1998
<S>                                         <C>        <C>             <C>            <C>
1,500,000 at $0.001                        $  1,500      $ 1,500       $     -      $ 1,500
9,000,000 at $0.01                           90,000        9,000         81,000      90,000
50,000 at $3.00                             150,000           50        149,950          -
                                           --------      -------       --------     -------
                                           $241,500      $10,550       $230,950     $91,500
Management contribution of services
with no cash consideration                                               20,000

Less share issue costs:                       8,000           -           8,000
                                           --------      -------       --------     -------
                                           $233,500      $10,550       $242,950     $91,500
                                           ========      =======       ========     =======

</TABLE>

NOTE 6  BUSINESS ACQUISITION

On February 28, 1999, the Company acquired 100% of the outstanding common
shares of Apex Canadian Holidays Ltd. from Apex Travel Ltd.. The Company
signed a promissory note in the amount of $50,000 as full consideration for
the purchase. The promissory note was paid in full on April 28, 1999. As a
result of this acquisition, Apex Travel Ltd., is no longer related to Apex
Canadian Holidays Ltd.

The investment in Apex Canadian Holidays Ltd. exceeded the book value of the
net assets by $ 74,318. This excess has been allocated to goodwill and is
being amortized over a ten year period.

                                 Page 8 of 22
<PAGE>

The underlying assets and liabilities acquired have been assigned the
following values:

<TABLE>
<CAPTION>
                             <S>                                    <C>
                             Cash                                   $ 23,351
                             Accounts receivable                      32,472
                             Prepaid expenses                          6,595
                             Capital assets                            1,619
                             Goodwill                                 74,318
                             Accounts payable                        (38,790)
                             Due to Apex Travel Ltd.                 (49,565)
                                                                    --------
                                                                    $ 50,000
                                                                    ========

</TABLE>

The investment in Apex Canadian Holidays Ltd. has been accounted for using
the purchase basis. Intercompany accounts were eliminated for the
consolidated statements.

The following consolidated pro forma information reflects the combined
results of ZStar Enterprises, Inc. and Apex Canadian Holidays Ltd. as
adjusted for elimination of intercompany accounts as of February 28, 1999.
The pro forma financial information is based on the purchase method of
accounting. The pro forma statements assume the acquisition occurred at the
beginning of the period presented in the financial statements. No pro forma
balance sheet is included as the transaction is already reflected in the
balance sheet of Zstar Enterprises, Inc. at February 28, 1999. For details,
please see the audited financial statements for Zstar Enterprises, Inc. as at
February 28, 1999.

The consolidated pro forma statements do not purport to be indicative of the
financial positions and results of operations and cash flows which actually
would have been obtained if the acquisition had occurred on the date
indicated or the results which may be obtained in the future.

                        PRO FORMA STATEMENT OF OPERATIONS
                FOR THE PERIOD MARCH 1, 1998 TO FEBRUARY 28, 1999

<TABLE>
<CAPTION>

                               HISTORICAL      HISTORICAL                     PRO FORMA
                                 ZSTAR            APEX         ADJUSTMENT   CONSOLIDATED
<S>                           <C>            <C>               <C>          <C>
Revenue                       $      --      $   474,794        $  --       $   474,794
Cost of Sales                        --          419,267           --           419,267
                              -----------    -----------        -------     -----------
                                     --           55,527           --            55,527
Other income                         --            2,039           --             2,039
                              -----------    -----------        -------     -----------
                                                  57,566           --            57,566
Operating expenses


Selling and Administrative        190,639         23,968           --           214,607
Salaries and related costs           --           35,056           --            35,056
Amortization                         --              614          7,432           8,046
                              -----------    -----------        -------     -----------
                                  190,639         59,638          7,432         257,709

Net loss                      $  (190,639)   $    (2,072)       $(7,432)    $  (200,143)
                              -----------    -----------        -------     -----------

Number of common
shares outstanding             10,550,000     10,550,000                     10,550,000

Net loss per share*           $    (0.018)   $     (0.00)                   $    (0.019)

</TABLE>

*For purposes of comparability, the number of common shares issued and
outstanding is based on the equivalent common shares issued of Zstar
Enterprises, Inc. as of February 28, 1999

NOTE 7   INCOME TAXES

The Company has net loss carryforwards in the amount of $ 244,145. The benefit
of these losses has not been recognized in the financial statements as there is
no certainty that the losses will be utilized.

The net loss carryforwards expire as follows:




                            2004     $    388

                                 Page 9 of 22
<PAGE>

                            2005       19,966
                            2006        2,646
                            2019      167,639
                            2020       53,506



The Company will review its need for a provision for federal income tax after
each year end.

NOTE 8  YEAR 2000 ISSUE

The Year 2000 issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize the
year 2000 as 1900 or some other date, resulting in errors when information
using year 2000 dates is processed. In addition, similar problems may arise
in systems which use certain dates in 1999 to represent something other than
a date. The effects of the Year 2000 issue may be experienced before, on, or
after January 1, 2000 and if not addressed, the impact on operations and
financial reporting may range from minor errors to significant systems
failure which could affect an entity's ability to conduct normal business
operations. It is not possible to be certain that all aspects of the Year
2000 issue affecting the entity, including those related to the efforts of
customers, suppliers, or other third parties will be fully resolved.

NOTE 9  GOING CONCERN

The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. Without realization of additional capital, it would be unlikely for
the Company to continue as a going concern. Management's plan in this regard
encompasses the February 28, 1999 purchase of Apex Canadian Holidays Ltd. As
a result of this purchase, the Company now has continuing operations which is
expected by management to provide funding for working capital and purchase
requirements based on management's projections. In addition, the Company has
received $ 100,000 of additional funding through a debt financing. The
operating expenses of ZStar Enterprises, Inc. are expected to be lower with
the reduction of start-up costs associated with legal, accounting and
consulting.

NOTE 10  ALLOCATION OF EXPENSES BETWEEN PARENT COMPANY AND SUBSIDIARY

Neither the parent company nor the subsidiary incurred costs or expenses on
behalf of the other.

The subsidiary did not incur income tax expense. Related deferred tax
benefits allocated to the subsidiary would equal approximately $ 3,450.

NOTE 11  WARRANTS AND OPTIONS

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

NOTE 12 RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE
UNITED STATES

There are no significant differences between Canadian and U.S. accounting
principles requiring adjustment to the financial statements of the Company.
Any changes to the Company's financial statements as a result of an
accounting pronouncement issued but not yet adopted by the Company are
immaterial.

NOTE 13  COMPARATIVE FIGURES

Certain of the comparative figures on the balance sheet have been
reclassified to conform with the presentation adopted in the current period.

                                 Page 10 of 22
<PAGE>

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

The following information should be read in conjunction with the interim
financial statements and the notes thereto included in Part I, Item 1 of this
Quarterly Report and the financial statements and notes thereto contained in
the Company's Form 10SB12B/A Amended No. 4 Registration Statement.

FORWARD LOOKING STATEMENTS

All statements, other than statements of historical facts, included in this
report that address activities, events or developments that the Company
expects, believes, intends or anticipates will or may occur in the future,
are forward-looking statements. Forward-looking statements are inherently
subject to risks and uncertainties, many of which cannot be predicted with
accuracy and some of which might not even be anticipated. Future events and
actual results, financial and otherwise, could differ materially from those
set forth in or contemplated by the forward-looking statements herein. These
risks and uncertainties include, but are not limited to, the Company's
reliance on current revenues; the uncertainties associated with the
introduction of new products/services; management of growth, including the
ability to attract and retain qualified employees; the ability to integrate
acquisitions made by the Company and the costs associated with such
acquisitions; dependence on its chief executive officer; substantial
competition from larger companies with greater financial and other resources
than the Company; the success of its marketing strategy; its dependence on
suppliers for some of its products; currency fluctuations and other risks
associated with foreign sales and foreign operations; quarterly fluctuations
in revenues, income and overhead expense; and potential product liability
risk associated with its existing and future products. Readers are cautioned
not to put undue reliance on forward-looking statements. The Company
disclaims any intent or obligation to update publicly these forward-looking
statements, whether as a result of new information, future events or
otherwise.

RECENT DEVELOPMENTS

On February 28, 1999, the Company acquired 100% of the outstanding common
shares of Apex Canadian Holidays Ltd. from Apex Travel Ltd. The Company
signed a promissory note in the amount of $ 50,000 as full consideration for
the purchase. The promissory note was paid in full on April 28, 1999. As a
result of this acquisition, Apex Travel Ltd., is no longer related to Apex
Canadian Holidays Ltd. The investment in Apex Canadian Holidays Ltd. has been
accounted for using the purchase basis. Intercompany accounts were eliminated
for the consolidated statements. The investment in Apex Canadian Holidays
Ltd. exceeded the book value of the net assets by $74,318. This excess has
been allocated to goodwill and is being amortized over a ten year period. For
further detail - See Form 10SB12B/A Registration Statement Amendment No. 4,
Filing Date September 28, 1999 - PART III (Exhibit 99)

The underlying assets and liabilities acquired have been assigned the
following values:

<TABLE>
<CAPTION>

       <S>                                                       <C>
       Cash                                                      $  23,351
       Accounts receivable                                          32,472
       Prepaid expenses                                              6,595
       Capital assets                                                1,619
       Goodwill                                                     74,318
       Accounts payable                                            (38,790)
       Due to Apex Travel Ltd.                                     (49,565)
                                                                 ----------
                                                                 $  50,000
                                                                 ==========
</TABLE>

The Company entered into an agreement with LYNX Internet & Marketing ("LYNX")
of Vancouver, British Columbia, Canada, a local Internet service provider and
website designer to develop a website that will meet the Company's business
objectives. In addition, LYNX will be responsible for the management of the
website and will provide office and hardware server space. Lynx is currently
developing the internet shopping program for Apex's proposed website
-WWW.APEXHOLIDAYS.COM

To meet its immediate working capital requirements, the Company has secured a
short-term loan in the amount of $100,000 from an existing shareholder of the
Company. This is evidenced by an unsecured promissory note bearing interest
at 8% per annum dated August 17, 1999, which is payable by the Company on
demand by the Lender. For further detail - See Form 10SB12B/A Registration
Statement Amendment No. 4, Filing Date September 28, 1999 - PART III (Exhibit
99)

                                 Page 11 of 22
<PAGE>

OVERVIEW

Zstar Enterprises, Inc. ("Company") have incurred significant net losses
since the Company's inception. As of August 31, 1999, the Company had an
accumulated deficit of $244,145.

The Company was organized under the laws of the State on Nevada on June 17,
1998. The Company is a NEW Nevada corporation formed by a small founding
group with the intention of (i) providing internet - based hotel discounting
services, and (ii) serving as a holding company for one or more future
businesses not yet identified.

The Company has, on February 28, 1999, acquired all of the issued and
outstanding shares of stock of Apex Canadian Holidays Ltd. Apex is a Canadian
private company, incorporated on October 24, 1996, with principal offices in
British Columbia, Canada. The management and staff of Apex have over 25 years
of combined hospitality industry experience. Apex specializes in the sale of
hotel rooms (retail and wholesale) and land tour packages primarily in the
Asian and North American markets.

The Company proposes to sell hotel rooms, at discount rates, directly to
travelers who make their own arrangements via the World Wide Web. The Company
also proposes to sell rooms at wholesale rates to travel agencies via the
World Wide Web. The Company recognizes the growing influence that the
Internet has on communications and commerce. The Company believes that the
travel sector is one of the areas that will see tremendous new business
opportunities through the Internet. The Company intends to create an
easy-to-use website where individuals can research, design and book their own
hotel packages at discount prices.

In order to expand the Company's operations, the Company anticipate incurring
additional expenses to:

         -        implement new and current Internet-related products;
         -        develop new and enhance Apex databases;
         -        continue the integration of the Company's website services
                  with its database;
         -        further automate the Company's data collection process;
         -        acquire other companies; and
         -        integrate acquired databases into the Company's standardized
                  format.

The Company also intend to hire additional employees as needed to implement
the Company's product development efforts. In addition, the Company propose
to further expand the Company's sales force and marketing team to develop new
and existing strategic relationships and strengthen the Company's brand name
as the Company enter new markets. Lastly, the Company anticipate incurring
additional costs related to being a public company, including director's and
officer's liability insurance, investor relation programs and professional
service fees. As a result of these expenditures and other related factors,
the Company expect to continue to incur losses for the foreseeable future.

The Company's quarterly revenues and net income are subject to fluctuation
based on customer order patterns. Because of these fluctuations, comparisons
of operating results from quarter to quarter for the current year or for
comparable quarters of the prior year may be difficult. Except as set forth
below, these fluctuations are not expected to be significant when considered
on an annual basis.

REVENUES - The Company operates as a wholesaler and reseller of hotel
accommodations and land tour operator. Apex is responsible for collection of
the amounts due from customers and for payment to the supplier (i.e. third
parties). Revenue is recognized at the time that the transaction is
confirmed. The Company believes that future revenues will result largely from
the sale of hotel bookings, advertising space on the Company's website, and
related sponsorship programs.

COST OF REVENUE - The Company expects cost of revenues will consist of
payments to third parties including, resellers of hotel rooms, internet
service providers, and profit participation payable to strategic alliance
partners and others.

SALES AND MARKETING EXPENSES - The Company expects that future costs will
consist primarily of costs associated with the Company's various strategic
alliances, external advertising, promotion, trade show, advertising sales and
personnel expenses associated with marketing of the Company's website. As a
result of its plan to expand its operations through internal growth the
Company expects these costs to increase in absolute dollars, while decreasing
as a percentage of revenue.

GENERAL AND ADMINISTRATIVE EXPENSES - General and administrative expenses
currently consist of management, consulting fees (mainly website
development), accounting, legal and expenditures for applicable overhead
costs such as office rent, wages and benefits, etc. The Company expects
general and administrative

                                 Page 12 of 22

<PAGE>

expenses to continue to increase in absolute dollars as the Company expands
its staff and incurs additional costs related to the growth of its business.

RESULTS OF OPERATIONS

Comparative results of the Company's operations to the prior year is not
necessary, since the Company was organized in June 17, 1998. On February 28,
1999, the Company acquired Apex, an operating entity, specializing in the
sale of hotel rooms (retail and wholesale) and land tour packages primarily
in the Asian and North American markets


Three Months Ended August 31, 1999 Compared To Three Months Ended August 31,
1998

The Company's net revenues for three months ended August 31, 1999 and 1998
were $171,344 and $0.00 respectively, an increase of approximately 100% from
the same period in 1998. The increase was primarily due to the acquisition of
Apex.Revenues for 1999 were mainly from the sale of non-internet hotel
bookings. The Company believes that the majority of the Company's future
revenues will result from the sale of hotel bookings and advertising space on
the Company's website.

The Company's cost of revenues, mainly to third parties, for the quarter
ended August 31, 1999 and 1998 were $151,090 (88.2% of revenue) and $0.00 (0%
of revenue) respectively, an increase of approximately 100% from the same
period in 1998. This dollar increase in expenses was incurred as a result of
the acquisition of Apex's and its ongoing operating expenses.

There are currently no selling and marketing expenses for the quarter ended
August 31, 1999 and 1998. The Company expects that future costs will consist
primarily of costs associated with the Company's various strategic alliances,
external advertising, promotion, trade show, advertising sales and personnel
expenses associated with marketing of the Company's website.

General and administrative expenses consist primarily of amortization,
compensation and benefits for personnel, rent, management and professional
fees, and office related expenses. The Company's general and administrative
expenses for the quarter ended August 31, 1999 and 1998 were $64,461 (37.6%
of revenue) and $36,295 (0% of revenue) respectively, an increase of
approximately $28,166 or 77.6% from the same period in 1998. This dollar
increase in expenses was incurred as a result of the acquisition of Apex's
and its ongoing operating expenses. As a percentage of net revenues, general
and administrative expenses increased to 37.6% for the quarter ended August
31, 1999 from 16.6% for the quarter ended May 31, 1999. The increases in
dollar expenses and expenses as a percentage of net revenues were primarily
due to increases in legal and management and consulting fees.

The Company's net loss for the quarter ended August 31, 1999 and 1998 were
(44,207) (25.8% of revenue) and ($36,295) (0% of revenue) respectively, an
increase of approximately ($7,912) or 22% from the same period in 1998. The
increase was due to greater general and administrative expenses. However, the
Company reported income from operations of $2,673 or 1.6% of revenues.

Six Months Ended August 31, 1999 Compared To Six Months Ended August 31, 1998

The Company's net revenues for six months ended August 31, 1999 and 1998 were
$347,581 and $0.00 respectively, an increase of approximately 100% from the
same period in 1998. The increase was primarily due to the acquisition of
Apex.Revenues for 1999 were mainly from the sale of non-internet hotel
bookings. The Company believes that the majority of the Company's future
revenues will result from the sale of hotel bookings and advertising space on
the Company's website.

The Company's cost of revenues, mainly to third parties, for the six months
ended August 31, 1999 and 1998 were $307,324 (88.4% of revenue) and $0.00 (0%
of revenue) respectively, an increase of approximately 100% from the same
period in 1998. This dollar increase in expenses was incurred as a result of
the acquisition of Apex's and its ongoing operating expenses.

There are currently no selling and marketing expenses for the six months
ended August 31, 1999 and 1998. The Company expects that future costs will
consist primarily of costs associated with the Company's various strategic
alliances, external advertising, promotion, trade show, advertising sales and
personnel expenses associated with marketing of the Company's website.

                                 Page 13 of 22

<PAGE>

General and administrative expenses consist primarily of amortization,
compensation and benefits for personnel, rent, management and professional
fees, and office related expenses. The Company's general and administrative
expenses for the six months ended August 31, 1999 and 1998 were $93,763
(27.0% of revenue) and $36,295 (0% of revenue) respectively, an increase of
approximately $57,468 or 158.3% from the same period in 1998. This dollar
increase in expenses was incurred as a result of the acquisition of Apex's
and its ongoing operating expenses.

The Company's net loss for the six months ended August 31, 1999 and 1998 were
(53,506) (15.4% of revenue) and ($36,295) (0% of revenue) respectively, an
increase of approximately ($17,211) or 47.4% from the same period in 1998.
The increase was due to greater general and administrative expenses. However,
the Company reported income from operations of $6,007 or 1.7% of revenues.

LIQUIDITY AND CAPITAL RESOURCES

Since the Company's inception, the Company have financed the Company's
operations and capital expenditures primarily through the sale of stock and
net cash provided from operations.

The Company's free cash flow, defined as net income/loss plus non-cash items,
increased in deficiency by ($13,225) to ($49,520) for the six months ended
August 31, 1999 from ($36,295) for the six months ended August 31,
1998.Working capital deficiency as of August 31, 1999 and February 28, 1999
was ($62,696) and ($33,076) respectively, and cash balances were $228,383 and
$88,165 at the same dates.

For the six months ended August 31, 1999, net cash provided by operating
activities was $70,318 compared to cash used in operating activities of
($35,097) for the same period in 1998. Net cash provided by operating
activities for 1999 consisted mostly of loss from operations, decreases in
accounts receivable, offset by increases in accounts payable, and non cash
charges such as depreciation and amortization.

Net cash provided by financing activities of $70,000 for the six months ended
August 31, 1999 and $91,500 for the same period in 1998. Financing activities
for 1999 resulted from the full payment of the promissory note relating to
Apex's acquisition; management contribution of services with no cash
consideration; and the securing of a short-term loan in the amount of
$100,000 from an existing shareholder of the Company. Financing activities
for 1998 resulted almost entirely from proceeds relating to the sale of
Company stock.

Net cash used in investing activities was $100 for the six months ended
August 31, 1999 and $0 for the same period in 1998. The Company's investing
activities consisted mostly of capital expenditures.

The Company expect expenses to continue to increase for the foreseeable
future as it continue to evaluate possible strategic acquisitions, products
and technologies, expand the Company's sales and marketing programs, and
conduct aggressive brand promotions.

RISKS AND UNCERTAINTIES

Any investment in the Company's common stock involves a high degree of risk.
You should consider carefully the following information about these risks,
together with other information contained in this quarterly report, before
you decide to buy the Company's common stock. If any of the following risks
actually occur, the Company's business would likely suffer. In such case, the
trading price of the Company's common stock could decline, and you may lose
all or part of the money you paid to buy the Company's common stock.

THE COMPANY MAY NOT ACHIEVE FUTURE PROFITABILITY DUE TO CONTINUED OPERATING
LOSSES AND NEGATIVE CASH FLOWS. The Company have incurred substantial general
and administrative, and development costs to create, introduce and enhance
the Company's Web site. The Company expect operating losses and negative cash
flows to continue for the foreseeable future as it continue to incur
significant expenses. As a result, the Company will need to generate
significant revenues to achieve profitability. Even if the Company do become
profitable, it cannot assure you that it can sustain or increase
profitability on a quarterly or annual basis. If revenues grow more slowly
than the Company anticipate, or if operating expenses exceed its expectations
or cannot be adjusted in response to slower revenue growth, the Company's
business will be materially adversely affected. Please see "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the Company's financial statements for detailed information related to the
Company's uncertain profitability.

The Company may need to raise additional funds in order to fund more
aggressive brand name promotions or more rapid expansion, to develop new or
enhanced services and products, to respond to competitive pressures or to
acquire complementary businesses, technologies or services. Additional
financing may not be available on terms

                                 Page 14 of 22

<PAGE>

favorable to the Company, if at all. If adequate funds are not available or
not available on acceptable terms, the Company may be unable to fund its
expansion, successfully promote its brand name, take advantage of
unanticipated acquisition opportunities, develop or enhance services and
products or respond to competitive pressures. Any such inability could have a
material adverse effect on the Company's business

THE COMPANY CANNOT ASSURE YOU THAT ITS INTERNET PRODUCTS WILL ACHIEVE MARKET
ACCEPTANCE. The Company have not begun offering its services on the Internet.
During the quarter, approximately 100% of revenues were non internet related.
The Company intend to continue to increase its reliance on the Internet for
delivery of its services and products. As a result, the Company's future
profitability will increasingly rely upon the use of its information services
and transaction support products on the Internet. The Company's ability to
obtain market acceptance for its Internet products will depend on the
following factors:

         -        the Company's ability to transition customers from the use of
                  its current services and products to the use of these services
                  and products on the Internet in a timely and efficient manner;
         -        the Company's customers' acceptance of, and their ability to
                  adapt to the use of, the Company's existing and future
                  services and products on the Internet; and
         -        the Company's ability to anticipate and adapt to the changing
                  Internet market.

If the Company's Internet-based information services or transaction support
products are not received favorably, it may negatively affect their use of
its other products or cause new customers to choose a competitive service
over the Company's.

IF THE COMPANY DO NOT SUCCESSFULLY DEVELOP NEW AND ENHANCED SERVICES AND
PRODUCTS, ITS REVENUES COULD DECREASE. The Company will not be financially
successful if it is unable to meet the increasingly sophisticated needs of
its customers through timely developments and new and enhanced versions of
its services and products. The Company's planned development and enhancement
efforts have inherent risks. The Company may experience financial or
technical difficulties that could prevent it from introducing new or enhanced
information services or transaction support products. Furthermore, these new
or enhanced services and products may contain problems that are discovered
after the products are introduced. The Company may need to significantly
modify the design of these products to correct problems. The Company's
business could be materially adversely affected if the Company experience
difficulties in introducing new or enhanced services and products or if these
services or products are not received favorably by its customers. Finally,
development and enhancement of its services and products will require
significant additional expenses and could strain the Company's management,
financial and operational resources. The lack of market acceptance of the
Company's services or products or its inability to generate satisfactory
revenues from such development or enhancements to offset their costs could
have a material adverse effect on the business.

IF THE COMPANY DO NOT EXPAND ITS GEOGRAPHIC COVERAGE, THE COMPANY'S SERVICES
AND PRODUCTS COULD BECOME LESS DESIRABLE. The Company believe its success is
highly dependent on its ability to increase the geographic coverage of its
database. If the Company is not able to expand the geographic coverage of its
database into other markets, the Company's business could be materially
adversely affected. The Company expect this geographic expansion effort to
impose additional burdens on its research, sales and administrative resources.

IF THE COMPANY CANNOT MAINTAIN THE INTEGRITY AND RELIABILITY OF ITS
PROPRIETARY DATABASE, THE COMPANY MAY NOT BE SUCCESSFUL. The Company cannot
assure you that the information in its database will be comprehensive,
accurate or timely, particularly as the Company grow. The Company's success
is highly dependent on its customers' confidence in the comprehensiveness,
accuracy and timeliness of its proprietary database of transactions and the
software used to access its database. The Company expect the task of
establishing and maintaining such comprehensiveness, accuracy and timeliness
during the growth of its business to require substantial effort and expense.

CYCLICAL ECONOMIC SWINGS IN THE TRAVEL AND HOSPITALITY MARKET COULD DECREASE
DEMAND FOR ITS SERVICES AND PRODUCTS. The industry traditionally has been
subject to cyclical economic swings which could materially adversely affect
its business. These cyclical economic swings may be caused by various
factors, such as changes in airline tickets prices, interest rates and in
economic conditions.

CONSOLIDATION OF THE TRAVEL AND HOSPITALITY INDUSTRY COULD NEGATIVELY IMPACT
THE COMPANY'S BUSINESS. The industry is undergoing a period of consolidation,
motivated in part by a desire to reduce expenses. Such consolidation poses a
number of risks and could materially adversely affect the Company's business.
These risks include:

                                 Page 15 of 22

<PAGE>

         -        a decrease in the Company's client base;
         -        reduction in the size of the Company's target market;
         -        creation of competitors with sufficiently greater bargaining
                  power which could cause price erosion; q creation of
                  competitors with access or rights to, or ownership of, sources
                  that provide the data the Company need for its proprietary
                  database; and
         -        reduction in the number of sources from whom the Company
                  obtain data for its proprietary database.

IF THE COMPANY IS NOT ABLE TO SUCCESSFULLY DEVELOP ITS INTERNET WEBSITE BRAND
NAME, IT COULD MATERIALLY ADVERSELY AFFECT ITS BUSINESS. The Company believe
that establishing and maintaining its brand name is critical to attracting
and expanding its target Internet audience. The importance of developing the
Company's brand name will increase due to the growing number of Internet
services. In order to build its brand name, the Company must succeed in its
marketing efforts, provide high-quality services and products and increase
the number of visitors to its Web site. If its marketing efforts are not
successful or if the Company cannot increase awareness of its brand name, the
Company will not be able to attract and retain Internet users and its
business would be materially adversely affected.

IF THE COMPANY IS UNABLE TO CONTINUE TO DEVELOP ITS DIRECT SALES FORCE, IT
COULD MATERIALLY ADVERSELY AFFECT ITS BUSINESS. In order to support its
growth, the Company need to substantially increase the size of its direct
sales force. The Company's ability to increase its direct sales force
involves a number of risks, including:

         -        the competition the Company face from other companies in
                  hiring and retaining sales personnel;

         -        the Company's ability to integrate and motivate additional
                  sales and sales support personnel;

         -        the Company's ability to manage a multi-location sales
                  organization; and

         -        the length of time it takes new sales personnel to become
                  productive.

There would be a material adverse effect on its business if the Company do
not continue to develop and maintain an effective direct sales force.

INTENSE COMPETITION MAY RENDER THE COMPANY'S SERVICES AND PRODUCTS
UNCOMPETITIVE OR OBSOLETE. The market for the Company's Internet-related and
non-Internet-related information services and transaction support products is
competitive. The Company cannot assure you that its competitors will not
develop services or products that are equal or superior to the Company's or
that achieve greater market acceptance. The Company anticipate that the
number of direct and indirect competitors will increase in the future and
could result in price reductions, reduced margins, greater operating losses
or loss of market share, any of which would materially adversely affect its
business.

IF THE COMPANY FAIL TO BE YEAR 2000 COMPLIANT, IT COULD HARM ITS BUSINESS.
The Company have not fully completed tests to assure that its information
technology systems will function properly in the year 2000. The Company's
computer systems and software programs may need to be upgraded in order to
comply with year 2000 requirements, or the Company risk system failure or
miscalculations causing disruptions of normal business activities.

The Year 2000 issue is the result of computer programs written using two
digits rather than four to define the applicable year. As a result,
date-sensitive software may recognize a date using "00" as the year 1900
rather than the year 2000. This could result in system failures or
miscalculations causing disruptions of operations, including, among others, a
temporary inability to process transactions, send invoices or engage in
similar normal business activities. Management believes that the Company does
not have a material exposure to the Year 2000 issue with respect to its own
information systems since its existing systems correctly define the Year
2000. The Company intends to conduct an analysis throughout its development
stage to determine the extent to which its major suppliers' systems (insofar
as they relate to the Company's business) are subject to the Year 2000 issue.
The Company is currently unable to predict the extent to which the Year 2000
issue will affect its suppliers, or the extent to which it would be
vulnerable to its suppliers' failure to remediate any Year 2000 issues on a
timely basis. In particular, most of the purchases from the Company's
Internet website will be made with credit cards and the Company's operations
may be materially adversely affected to the extent its customers are unable
to use their credit cards due to Year 2000 issues that are not rectified by
their credit card providers.

IF THE COMPANY DO NOT EFFECTIVELY MANAGE ITS GROWTH, IT COULD HAVE A MATERIAL
ADVERSE EFFECT ON ITS BUSINESS. Should the Company experience growth, it will
place a significant strain on the Company's management systems and resources.
The Company will need to improve its operational and financial systems and
managerial controls and procedures. The Company will also need to continue to
expand, train and manage its workforce. The Company expect that its workforce
will continue to increase for the foreseeable future.

                                 Page 16 of 22

<PAGE>

The Company will have to maintain close coordination among its technical,
accounting, finance, marketing, sales and research departments. If the
Company fail to effectively manage its growth and address the above concerns,
it could have a material adverse effect on its business. If the Company do
not successfully integrate acquired businesses with its business, it could
also have a material adverse effect on its business. The Company may not be
able to integrate its recent or any future acquisitions successfully with its
existing operations without substantial costs, delays or other problems. As
the Company integrate acquired businesses or product lines, the Company could
have difficulty in assimilating personnel and operations. In addition, the
key personnel of acquired companies may decide not to work for the Company.
The Company could also have difficulty in assimilating the acquired products,
services or technologies into its operations. These difficulties could
disrupt its ongoing business, distract its management and employees, increase
its expenses and materially adversely affect its results of operations due to
accounting requirements such as amortization of goodwill or other purchased
intangibles.

IF THE COMPANY ACQUIRE OTHER COMPANIES BY ISSUING EQUITY SECURITIES, YOU MAY
EXPERIENCE DILUTION OF YOUR EQUITY INTEREST. The Company may acquire other
companies by issuing equity securities. As a result, you may experience
dilution of your ownership interest and the newly issued securities may have
rights superior to those of the common stock.

INCREASED USAGE COULD STRAIN THE COMPANY'S SYSTEMS AND CAUSE SYSTEMS
MALFUNCTIONS WHICH COULD MATERIALLY ADVERSELY AFFECT ITS BUSINESS. The
performance of the Company's Web site is critical to its reputation, its
ability to attract customers and market acceptance of its Web site. The
Company's ability to provide uninterrupted, secure online services depends on
its ability to protect its facilities and equipment against damage from fire,
earthquakes, power loss, water damage, telecommunications failures,
vandalism, computer viruses, hacker attacks and other malicious acts, and
similar unexpected material adverse events. Customers may become dissatisfied
if a system failure interrupts the Company's ability to provide access to its
Web site. Because the Company's insurance policies have low coverage limits,
its insurance may not adequately compensate the Company for any losses that
may occur due to system failures or interruptions.

ANY PROBLEMS WITH THE INTEGRITY OF THE INTERNET'S INFRASTRUCTURE OR WITH
THIRD PARTY SERVICE PROVIDERS COULD HAVE A MATERIALLY ADVERSE EFFECT ON ITS
BUSINESS. The Company's customers will also depend on Internet service
providers, online service providers and other Web site operators for access
to its Web site. Each of them has experienced significant outages in the
past, and could experience outages, delays and other difficulties due to
system failures unrelated to the Company's systems. Moreover, the Internet
infrastructure may not be able to support continued growth in its use. Any of
these problems could materially adversely affect the Company's business.

IF THE COMPANY DO NOT ADEQUATELY PROTECT ITS PROPRIETARY RIGHTS, IT COULD
HARM ITS BUSINESS OR COMPETITIVE POSITION. It may be difficult to protect the
Company's proprietary rights. The Company regard its database of transactions
and the software used to operate its Web site, as well as its various
trademarks and copyrights, as proprietary. Despite precautions, it may be
possible for unauthorized parties to copy the Company's services or otherwise
obtain and use information that the Company regard as proprietary. Existing
trade secrets and copyright laws provide only limited protection. In
addition, the laws of some foreign countries do not protect the Company's
proprietary rights to the same extent as do the laws of the Canada and the
U.S. The steps the Company take may not be adequate to deter misappropriation
of proprietary information. The Company also may not be able to detect
unauthorized use and take appropriate steps to enforce its intellectual
property rights.

VARIOUS PARTIES MAY ACCUSE THE COMPANY OF INFRINGING ON THEIR INTELLECTUAL
PROPERTY RIGHTS, AND ANY RELATED LITIGATION COULD HARM ITS BUSINESS
REGARDLESS OF ITS MERIT. Third parties may assert claims against the Company
alleging infringement, misappropriations or other violations of proprietary
rights, whether or not such claims have merit. Such claims can be time
consuming and expensive to defend and could require the Company to cease the
use and sale of allegedly infringing services and products, incur significant
litigation costs and expenses, develop or acquire non-infringing technology
or obtain licenses to the alleged infringing technology. The Company may not
be able to develop or acquire alternative technologies or obtain such
licenses on commercially acceptable terms.

THE COMPANY COULD BE HELD LIABLE FOR PROVIDING INACCURATE OR INCOMPLETE
INFORMATION, WHICH COULD HARM ITS BUSINESS. If the Company's services or
products yield inaccurate or incomplete information which has a material
adverse impact on a customer, the customer might bring a claim for damages
against the Company, even if the Company is not responsible for such failure.
The limitations of liability set forth in customer contracts may not be
enforceable and may not otherwise protect the Company from liability for
damages. The successful assertion of one or more large claims against the
Company that exceed available insurance

                                 Page 17 of 22

<PAGE>

coverage's or changes in the Company's insurance policies, such as premium
increases or the imposition of large deductibles or co-insurance requirements
could materially adversely affect the Company's business.

IF INTERNET USAGE DOES NOT CONTINUE TO GROW, IT COULD HAVE A MATERIAL ADVERSE
EFFECT ON ITS BUSINESS. The Internet is relatively new and rapidly evolving.
The Company's business would be materially adversely affected if Internet
usage does not continue to grow.

THE COMPANY MAY NOT BE ABLE TO ADAPT TO THE RAPID TECHNOLOGICAL CHANGES TO
THE INTERNET AND INTERNET PRODUCTS. To be successful, the Company must adapt
to the rapid technological changes to the Internet and Internet products by
continually enhancing its Web site and introducing and integrating new
services and products to capitalize on the technological advances in the
Internet. This process is costly and the Company cannot assure you that it
will be able to successfully integrate its services and products with the
Internet's technological advances. The Company could incur substantial costs
if the Company need to modify its services or infrastructure in order to
adapt to these changes. If the Company incurred significant costs without
adequate results or the Company was unable to adapt to rapid technological
changes, it could have a material adverse effect on its business.

ADOPTION OF NEW LAWS AND GOVERNMENT REGULATIONS RELATING TO THE INTERNET
COULD HARM ITS BUSINESS. The Company's business could be materially adversely
affected by the adoption or modification of laws or regulations relating to
the Internet. Laws and regulations directly applicable to Internet
communications and commerce are becoming more prevalent. Such legislation
could dampen the growth in use of the Internet generally and decrease the
acceptance of the Internet as a communications and commercial medium. The
governments of states or foreign countries might attempt to regulate the
Company's transmissions or levy sales or other taxes relating to its
activities. The laws governing the Internet, however, remain largely
unsettled, even in areas where there has been some legislative action. It may
take years to determine whether and how existing laws such as those governing
intellectual property, privacy, libel and taxation apply to the Internet and
Internet commerce. In addition, the growth and development of the market for
Internet commerce may prompt calls for more stringent consumer protection
laws, that may impose additional burdens on companies conducting business
over the Internet. The growth and development of the market for Internet
commerce may also prompt calls for widening access on the Internet to public
records, including records concerning the commercial real estate industry.

INTERNET SECURITY CONCERNS COULD HINDER INTERNET COMMERCE AND MATERIALLY
ADVERSELY AFFECT ITS BUSINESS. The Company may be required to expend
significant capital and other resources to protect against security breaches
on its Web site or to alleviate problems caused by such breaches. If any
compromise of the Company's security were to occur, it could damage its
reputation and expose the Company to a risk of loss, litigation and possible
liability. A significant barrier to online commerce and communications is the
need for secure transmission of confidential information over public
networks. Concerns over the security of transactions conducted on the
Internet and other online services, as well as user's desires for privacy,
may also inhibit the growth of the Internet and other online services,
especially as a means of conducting commercial transactions. The Company's
services involve the storage and transmission of proprietary information,
such as credit card numbers and other confidential information. The Company
cannot assure you that its security measures will prevent security breaches
or that its failure to prevent such security breaches will not have a
material adverse effect on its business. Credit card companies and others are
in the process of developing anti-theft and anti-fraud protections, and the
Company are continually monitoring this problem. However, at the present
time, the real or perceived risk of theft and fraud could have a material
adverse effect on the Company. The Company cannot assure you that advances in
computer capabilities, new discoveries in the field of cryptography or other
events or developments will not result in a compromise or breach of the
algorithms used to protect customer transaction data. A party who is able to
circumvent the Company's security measures could misappropriate confidential
information or cause interruptions in its operations.

THE COMPANY MAY BE SUBJECT TO LEGAL LIABILITY FOR DISPLAYING OR DISTRIBUTING
INFORMATION ON THE INTERNET. Because content on its Web site is distributed
to others, the Company may be subject to claims for defamation, negligence or
copyright or trademark infringement or claims based on other theories. These
types of claims have been brought, sometimes successfully, against Internet
services in the past. The Company could also be subject to claims based upon
the content that is accessible from its Web site through links to other web
sites or information on its Web site supplied by third parties. The Company's
insurance may not adequately protect against these types of claims. Even to
the extent such claims do not result in liability, the Company could incur
significant costs in investigating and defending against such claims. The
Company's potential liability for information carried on or disseminated
through its Web site could require the Company to implement measures to
reduce its exposure to such liability, which may require the expenditure of
substantial resources and limit the attractiveness of the Company's service
to users.

                                 Page 18 of 22

<PAGE>

THE NUMBER OF SHARES ELIGIBLE FOR PUBLIC SALE COULD CAUSE THE COMPANY'S STOCK
PRICE TO DECLINE. The market price of the Company's common stock could
decline as a result of sales of a large number of shares of its common stock
in the market or the perception that such sales could occur. Such sales also
might make it more difficult to sell equity securities in the future at a
price that the Company deem appropriate.

THE LIQUIDITY OF THE COMPANY'S STOCK IS UNCERTAIN, AND IT COULD BE DIFFICULT
TO SELL YOUR SHARES. The Company cannot predict if an active trading market
in its common stock will develop or how liquid that market might become.

THE MARKET PRICE OF THE COMPANY'S STOCK MAY BE MATERIALLY ADVERSELY AFFECTED
BY MARKET VOLATILITY. The market prices of the securities of Internet-related
companies have been especially volatile and have experienced extreme volume
fluctuations. Volatility in the market price of the Company's stock could
lead to claims against the Company. If the Company were the object of such
litigation, it could result in substantial costs and a diversion of the
Company's management's attention and resources. The trading price of the
Company's common stock could be subject to wide fluctuations in response to a
number of factors, including:

         -        the Company's quarterly results of operations;
         -        changes in earnings estimates by analysts and whether the
                  Company's earnings meet or exceed such estimates;
         -        announcements of technological innovations by the Company's
                  competitors;
         -        additions or departures of key personnel;
         -        other matters discussed elsewhere in this quarterly report and
                  the Company's other filings with the SEC; and
         -        other events or factors, which may be beyond the Company's
                  control.

THE COMPANY'S CONTROLLING STOCKHOLDERS MAY MAKE DECISIONS WHICH YOU DO NOT
CONSIDER TO BE IN YOUR BEST INTEREST. These stockholders will be able to
exercise control over all matters requiring approval by the Company's
stockholders, including the election of directors and approval of significant
corporate transactions. This concentration of ownership may also have the
effect of delaying or preventing a change in control of the Company.

Note: In addition to the above risks, businesses are often subject to risks
not foreseen or fully appreciated by management. In reviewing this Filing,
potential investors should keep in mind other possible risks that could be
important.

                                 Page 19 of 22

<PAGE>

                           PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

From time to time, the Company may be involved in litigation relating to
claims arising out of the Company's operations in the usual course of
business.

ITEM 2.  CHANGES IN SECURITIES

Not Applicable.
    (a)  None
    (b)  None
    (c)  None
    (d)  None


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Not Applicable.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

a) The Company's Annual Meeting of Shareholders was held on March 31, 1999.

b) The following directors and officers were reelected to serve until the
2000 Annual Meeting of Shareholders or until their successors are duly
elected and qualified:

  Chui Keung Ho    Director    Chief Executive Officer, President
  Shelley James    Director    Chief Financial Officer, Secretary and Treasurer

The results for the election of Directors and Officers -- 10,500,000 voted
For and 50,000 were Non-Votes

ITEM 5.  OTHER INFORMATION

Not Applicable.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS

Exhibit 27 - Financial Data Schedule

REPORTS ON FORM 8-K

No Reports on Form 8-K were filed during the quarter for which this report is
filed.

                                 Page 20 of 22

<PAGE>

                                   SIGNATURES

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

ZSTAR ENTERPRISES, INC.

January 3, 2000                               /s/Chui Keung Ho
---------------------------                   ----------------------------
Date                                          Signature
                                              Chui Keung Ho
                                              CEO and President


January 3, 2000                               /s/ Shelley James
---------------------------                   ----------------------------
Date                                          Signature
                                              Shelley James
                                              CFO, Secretary and Treasurer

                                 Page 21 of 22