SECURITIES EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB

    [X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934

            FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003

                                       OR

    [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                            For the transition period
                            from........to...........

                        COMMISSION FILE NUMBER 001-16381

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


          DELAWARE                                        87-0642448
(State or other jurisdiction               (IRS employer identification number)
of incorporation or organization)


                          50 WEST BROADWAY, SUITE 1100
                           SALT LAKE CITY, UTAH 84101
                    (Address of principal executive officers)


                                  801-350-2017
              (Registrant's telephone number, including area code)

         Indicate by checkmark  whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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 classes of
common equity as of November 13, 2003.

       Common Stock, par value $.001                          7,854,197
          (Title of each class)                           (Number of shares)



<PAGE>

                              CERISTAR CORPORATION
                                TABLE OF CONTENTS

                          PART I - FINANCIAL STATEMENT

Item 1.  Financial Statements

         Condensed Consolidated Unaudited Balance Sheet at September 30, 2003

         Condensed Consolidated Unaudited Statements of Operations for the three
         and nine months ended September 30, 2003 and 2002

         Condensed  Consolidated Unaudited Statements of Cash Flows for the nine
         months ended September 30, 2003 and 2002

         Notes to Condensed Consolidated Unaudited Financial Statements

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

Item 3.  Controls and Procedures

                          PART II - OTHER INFORMATION

Item 1.  Exhibits and Reports

Signatures

Exhibits



<PAGE>
                                 CERISTAR, INC.
                 CONDENSED CONSOLIDATED UNAUDITED BALANCE SHEET
                               SEPTEMBER 30, 2003


                                                                  (unaudited)
                                                                  September 30,
        Assets                                                        2003
        ------                                                  ----------------

Current assets:
  Cash                                                          $            -
  Accounts receivable, net of allowance for
    doubtful accounts of $7,917                                          90,696
  Prepaid expenses                                                       15,678
  Deposits                                                                8,379
                                                                ---------------

        Total current assets                                            114,753

Property and equipment, net                                             771,398
                                                                ---------------

                                                                $       886,151
                                                                ---------------

--------------------------------------------------------------------------------

        Liabilities and Stockholders' Deficit
        -------------------------------------

Current liabilities:
  Checks written in excess of cash in bank                      $         3,472
  Accounts payable                                                      427,885
  Accrued payroll and other liabilities                                 262,647
  Short-term notes payable, net of unamortized
    discount of $52,500                                                 139,928
  Unearned revenue                                                      167,980
  Equipment purchase obligation                                         366,096
  Related party convertible debt                                        103,000
  Convertible notes payable, net of unamortized
    discount of $19,000                                                 178,000
                                                                ---------------

Total current liabilities                                             1,649,008

Commitments                                                                   -

Stockholders' deficit:
  Preferred stock, $.001 par value; 1,000,000 shares
    authorized, no shares issued and outstanding                              -
  Common stock, $.001 par value, voting, 25,000,000 shares
    authorized, 7,810,214 shares issued and outstanding                   7,810
  Additional paid-in capital                                         10,256,898
  Deferred compensation                                                (235,677)
  Subscriptions receivable                                             (400,016)
  Accumulated deficit                                               (10,391,872)
                                                                ---------------

        Total stockholders' deficit:                                   (762,857)
                                                                ---------------

Total liabilities and stockholders'deficit                      $       886,151
                                                                ---------------


                 See accompanying notes to financial statements

                                       1
<PAGE>

                                 CERISTAR, INC.
            CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS
                      For The Periods Ended September 30,
<TABLE>
<CAPTION>
                                                                  Three Months Ended                    Nine Months Ended
                                                                    September 30,                        September 30,
                                                                 2003            2002                  2003           2002
                                                           --------------------------------      -------------------------------

<S>                                                        <C>                <C>                <C>               <C>
Revenues from Services                                     $         73,850   $     189,380      $       250,090   $     248,370
Revenues from Equipment                                               4,754             415               17,709         278,070
                                                           --------------------------------      -------------------------------
        Total Revenues                                               78,604         189,795              267,799         526,440

Cost of sales                                                       145,466         105,812              396,109         217,329
Selling, general, and administrative expense                      1,012,735       2,017,851            2,981,694       2,630,876
                                                           --------------------------------      -------------------------------

        Loss from operations                                     (1,079,597)     (1,933,868)          (3,110,004)     (2,321,765)

Other income (expense)                                                    3           1,000                  734           1,002
Interest expense                                                    (58,628)         (3,077)            (102,998)        (16,732)
                                                           --------------------------------      -------------------------------

        Loss before benefit for income taxes                     (1,138,222)     (1,935,945)          (3,212,268)     (2,337,495)

Benefit for income taxes                                                  -               -                    -               -
                                                           --------------------------------      -------------------------------

Net loss                                                   $     (1,138,222)  $  (1,935,945)     $    (3,212,268)  $  (2,337,495)
                                                           --------------------------------      -------------------------------

Loss per common share basic and diluted                    $          (0.15)  $       (0.46)     $         (0.63)  $       (0.59)
                                                           --------------------------------      -------------------------------

Weighted average shares - basic and diluted                       7,367,000       4,224,000            5,139,000       3,932,000
                                                           --------------------------------      -------------------------------

</TABLE>



                 See accompanying notes to financial statements

                                       2
<PAGE>


                                 CERISTAR, INC.
            CONDENSED CONSOLIDATED UNAUDITED STATEMENT OF CASH FLOWS
                    For The Nine Months Ended September 30,
<TABLE>
<CAPTION>

                                                                     Nine Months Ended
                                                                       September 30,
                                                                  2003             2002
                                                           --------------------------------------
<S>                                                        <C>                <C>
Cash flows from operating activities:
  Net loss                                                 $     (3,212,268)  $        (2,337,495)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation and amortization                                  83,631                88,668
      Stock issued for services                                     451,585             1,671,169
      Stock warrants issued for financing costs                      76,000                     -
      Amortization of deferred compensation                         230,001               233,792
      Stock subscription satisfied with services                  1,356,100                     -
      Amortization of discount on long-term debt                     46,814                     -
      Amortization of deferred debt issue costs                           -                 6,000
      Bad debt expense                                               (8,200)                    -
  Decrease (increase) in:
      Accounts receivable                                           (29,551)             (160,829)
      Prepaid expense                                                   (41)               (8,337)
  Increase (decrease) in:
      Accounts payable                                               42,270                94,903
      Accrued liabilities                                           173,299                42,124
      Deferred revenue                                               45,780                14,286
                                                           --------------------------------------

        Net cash used in operating activities                      (744,580)             (355,719)
                                                           --------------------------------------

Cash flows used in investing activities-
  purchase of property and equipment                                (92,690)              (38,990)
                                                           --------------------------------------

Cash flows from financing activities:
  Cash over-draft                                                     3,472                     -
  Proceeds from issuance of common stock                            462,390               130,039
  Proceeds from related party note                                  103,000                63,474
  Proceeds from notes payable                                        69,708               377,543
  Principal payments on note payable                                (17,488)               (4,513)
  Proceeds on convertible short-term debt                           197,000                     -
  Payments on convertible long-term debt                             (9,022)                    -
                                                           --------------------------------------

        Net cash provided by financing activities                   809,060               566,543
                                                           --------------------------------------

        Net (decrease) increase in cash
         and cash equivalents                                       (28,210)              171,834

Cash and cash equivalents at beginning of period                     28,210                 2,518
                                                           --------------------------------------

Cash and cash equivalents at end of period                 $              -   $           174,352
                                                           --------------------------------------

</TABLE>


                 See accompanying notes to financial statements

                                       3
<PAGE>

                                 CERISTAR, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                               September 30, 2003


NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of  Presentation--The  accompanying  condensed  financial  statements  are
unaudited.  Certain  information and footnote  disclosures  normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United  States have been  condensed  or omitted  pursuant to the
rules and regulations of the Securities and Exchange Commission.  CeriStar Inc.,
(the "Company") believes that the following disclosures are adequate to make the
information presented not misleading.

These condensed financial statements reflect all adjustments (consisting only of
normal recurring adjustments) that, in the opinion of management,  are necessary
to present  fairly the  financial  position  and results of  operations  for the
periods presented.

Interim  results are not necessarily  indicative of the operating  results to be
expected  for the  full  year.  These  financial  statements  should  be read in
conjunction with the CeriStar's  financial  statements and notes thereto for the
year ended  December 31, 2002  included in the  Company's  annual report on Form
10-KSB.

Net Loss Per Common Share-- Basic earnings per share is computed on the basis of
the weighted average number of common shares  outstanding.  Diluted earnings per
share is computed on the basis of the weighted  average  number of common shares
outstanding  plus the effect of  outstanding  stock  options using the "treasury
stock" method.

The components of basic and diluted earnings per share were as follows:
<TABLE>
<CAPTION>

EARNINGS PER SHARE
                                                               Three Months Ended              Nine Months Ended
                                                                   Sep. 30                          Sep. 30
                                                              2003           2002             2003            2002
-------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>            <C>              <C>             <C>
Net loss ( A )                                         ($1,138,222)   ($1,935,945)     ($3,212,268)    ($2,337,495)

Weighted average outstanding common shares ( B )         7,367,000      4,224,000        5,139,000       3,932,000

Dilutive effect of outstanding warrants                          -              -                -               -
-------------------------------------------------------------------------------------------------------------------
Common stock and common stock equivalents ( C )          7,367,000      4,224,000        5,139,000       3,932,000
-------------------------------------------------------------------------------------------------------------------
Earnings per share:
  Basic (A/B)                                               ($0.15)        ($0.46)          ($0.63)         ($0.59)
-------------------------------------------------------------------------------------------------------------------
  Diluted (A/C)                                             ($0.15)        ($0.46)          ($0.63)         ($0.59)
-------------------------------------------------------------------------------------------------------------------

</TABLE>

                                       4
<PAGE>

At  September  30, 2003,  there were  outstanding  warrants to purchase  685,226
shares of common stock and debt conversion  features to purchase 545,815  shares
of common  stock that were not included in the  computation  of diluted net loss
per  common  share  as their  effect  would  have  been  anti-dilutive,  thereby
decreasing the net loss per common share.

Revenue  Recognition-Revenue  is  recognized  when a valid  contract or purchase
order has been executed or received, services have been performed or product has
been delivered,  the selling price is fixed or determinable,  and collectibility
is reasonably  assured.  Sales related to long-term service contracts,  which do
not meet this criteria,  are deferred and recognized  ratably over the period of
the contract and are recorded as unearned revenue.

Stock-Based  Compensation-  The Company  accounts for stock  options  granted to
employees under the  recognition  and measurement  principles of APB Opinion No.
25, Accounting for Stock Issued to Employees, and related  Interpretations,  and
has adopted the disclosure-only  provisions of Statement of Financial Accounting
Standards   (SFAS)  No.  123,   "Accounting   for   Stock-Based   Compensation."
Accordingly,  no compensation  expense is recognized in the financial statements
when  options  granted  under  those  plans have an  exercise  price equal to or
greater  than the market  value of the  underlying  common  stock on the date of
grant.  The Company  granted no options during the periods ending  September 30,
2003 and 2002 to employees.  However,  the Company did issue 275,000 warrants to
purchase  the  Company's  common  stock in  exchange  for  consulting  services,
interest  expense and debt discounts,  valued at  approximately  $146,000.

The fair value of each  warrant  granted  during the quarter is estimated on the
date of grant using the  Black-Scholes  option  pricing model with the following
assumptions for the periods ended September 30:


                                                     2003        2002
------------------------------------------------------------------------
Expected dividend yield                                    $0        $0
Expected stock price volatility                        73.38%        NA
Risk-free interest rate                                 4.75%     4.75%
Expected life of options                            3-5 years        NA
------------------------------------------------------------------------

The weighted  average fair value of each warrant  granted during the nine months
ended September 30, 2003 was $.53.

NOTE 2-- GOING CONCERN

The  Company  has a  working  capital  deficit,  a  stockholders'  deficit,  and
recurring net losses. These factors create substantial doubt about the Company's
ability to continue as a going concern.  The financial statements do not include
any adjustment that might be necessary if the Company is unable to continue as a
going concern.

                                       5
<PAGE>

The ability of the Company to continue as a going  concern is  dependent  on the
Company  generating  cash from the sale of its common  stock or  obtaining  debt
financing and attaining future profitable operations. Management's plans include
selling its equity  securities  and obtaining debt financing to fund its capital
requirements  and ongoing  operations,  however,  there can be no assurance  the
Company will be successful in these efforts.

NOTE 3 - DEFFERED PURCHASE OBLIGATION

The Company is obligated for certain  equipment  purchases  initially  funded by
some of its  customers.  During the nine  months  ended  September  30, 2003 the
Company  entered into a revised  agreement  with Wired LLC, in which the Company
purchased  equipment in exchange for 45,000  warrants to purchase the  Company's
common  shares at an exercise  price $1.05,  and an agreement to share  revenues
from certain customers.  The equipment will be used in a revenue sharing venture
in which Wired LLC will receive all net profits from communications  services as
provided in the agreement  until it has  recovered the equipment  sales price of
$307,000  plus  12%.  After  Wired  LLC has  recovered  the  sales  price of the
equipment  plus 12%,  net  profits  will be divided  approximately  evenly  from
communications  service revenue.  The Company has an obligation to service,  and
maintain the equipment, and support the communications services for the duration
of the contract  years.  The obligation  has no stipulated  maturity date and is
secured by the equipment.

NOTE 4 - SHORT-TERM RELATED PARTY CONVERTIBLE DEBT

During the nine months ended September 30, 2003, the Company issued  convertible
debt to the Chairman of the Board of Directors of the Company and certain of his
relatives  in the amount of $103,000.  The debt bears  interest at 8% to 12%, is
due December 31, 2003, is unsecured and is convertible into the Company's common
stock at $.65 per share.

NOTE 5 - SHORT-TERM NOTES PAYABLE

Notes payable and convertible  notes payable issued during the nine months ended
September 30, 2003 consist of the following.

Convertible  notes payable to a funding group totaling  $197,000.  The notes are
due on demand after 60 days past issuance and bear interest at 12% per year. The
notes  are  convertible  into the  Company's  common  stock  under a  beneficial
conversion  rate that results in the notes being  discounted at an initial value
of $49,000, of which $19,000 is unamortized at September 30, 2003.

Note payable to a funding group for $182,000  bearing interest at 15% per annum.
The note is payable in monthly installments of $5,500 beginning February 1, 2004
through August 1, 2004 at which time the remaining unpaid principal and interest
balance is due. The note includes 100,000  warrants.  The total discount related
to these  warrants is $63,000,  of which $52,500 is unamortized at September 30,
2003.  The note is  guaranteed  by the Chairman of the Board of Directors and is
secured by equipment of the Company.

NOTE 6 - COMMON STOCK TRANSACTIONS

The Company  sold  224,440  common  shares for cash value of $462,391 and issued
1,830,177 shares for services performed or to be performed valued at $1,220,728.

                                       6
<PAGE>

NOTE 7 - RECEIVABLE REPURCHASE OBLIGATION

The Company sold a  receivable  with  recourse.  Since the Company does not have
sufficient  experience to estimate the ultimate  amount to be realized,  the net
proceeds  that are  subject to recourse  are  presented  as a  liability  in the
financial statements.

NOTE 8 - CASH FLOW INFORMATION

Actual  amounts paid for interest for the nine months ended  September  30, 2003
and 2002, were $8,028 and $16,732.  No income taxes were paid for the respective
periods.

During  the nine  months  ended  September  30,  2003,  the  Company  received a
commission,  which reduced its deferred purchase  obligation and was recorded as
an increase of $27,900 to deferred revenue.

During the nine months ended September 30, 2003, the Company  reacquired  96,600
shares of its common stock for a reduction in deferred  compensation of $149,333
and subscriptions receivable of $9,317.

During the nine  months  ended  September  30,  2003,  the  Company  disposed of
equipment in exchange for  extinguishment  of an accrued liability in the amount
of $12,540.

During the nine months  ended  September  30,  2003,  the Company  financed  the
purchase of $307,000 of equipment  through a deferred  purchase  obligation with
one of its customers.

During the nine months ended  September 30, 2003, the Company  issued  1,080,000
shares of its common stock for future consulting  services,  which were recorded
as subscriptions receivable in the amount of $769,144.

During the nine  months  ended  September  30,  2003,  the  Company  issued debt
instruments  with detachable  warrants to purchase the Company's common stock or
provided  an  embedded  beneficial  conversion  feature in the debt  instruments
issued. These transactions resulted in a discount on debt valued at $112,000.

During the nine months ended September 30, 2003 the Company purchased  equipment
of $128,484 in exchange for a short-term note payable.

During the nine months ended  September 30, 2002,  the Company  issued  warrants
with a beneficial  conversion feature attached to long-term debt, which resulted
in a $75,000 discount, which was the full face value of the debt.

NOTE 10 - RECENT ACCOUNTING PRONOUNCEMENTS

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure  Requirements for Guarantees,  Including  Indirect  Guarantees of
Indebtedness of Others" (FIN No. 45). FIN No. 45 requires certain  guarantees to
be recorded at fair value,  which is different from current practice to record a
liability only when a loss is probable and reasonably estimable,  as those terms
are defined in FASB Statement No. 5, "Accounting for Contingencies".  FIN No. 45
also requires the Company to make significant new disclosures  about guarantees.
The disclosure  requirements  of FIN No. 45 are effective for the Company in the
first quarter of fiscal year 2003. FIN No. 45's initial  recognition and initial
measurement  provisions  are  applicable  on a  prospective  basis to guarantees
issued or modified after December 31, 2002.  The Company's  previous  accounting
for guarantees issued prior to the date of the initial application of FIN No. 45
will not be revised or  restated to reflect  the  provisions  of FIN No. 45. The
Company does not expect the adoption of FIN No. 45 to have a material  impact on
its consolidated financial position, results of operations or cash flows.

In January  2003,  the FASB  issued  Interpretation  No. 46,  "Consolidation  of
Variable  Interest  Ethics"  (FIN No.  46),  which  addresses  consolidation  by
business  enterprises of variable  interest  entities.  FIN No. 46 clarifies the
application  of Accounting  Research  Bulletin No. 51,  "Consolidated  Financial
Statements",  to certain  entities  in which  equity  investors  do not have the
characteristics  of a controlling  financial  interest or do not have sufficient
equity at risk for the  entity to  finance  its  activities  without  additional
subordinated   financial  support  from  other  parties.   FIN  No.  46  applies
immediately to variable interest entities created after January 31, 2003, and to
variable interest entities in which an enterprise obtains an interest after that
date. It applies in the first fiscal year or interim period beginning after June
15, 2003, to variable  interest entities in which an enterprise holds a variable
interest  that it  acquired  before  February  1, 2003.  In the event a variable
interest entity is identified,  this pronouncement may have a material impact on
its financial condition or results of operations.

                                       7
<PAGE>

In April  2003,  the FASB issued SFAS No. 149,  Amendment  of  Statement  133 on
Derivative Instruments and Hedging Activities. SFAS No. 149 amends and clarifies
financial accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts  (collectively referred to as
derivatives)  and for  hedging  activities  under SFAS No. 133,  Accounting  for
Derivative  Instruments and Hedging Activities.  This Statement is effective for
contracts entered into or modified after June 30, 2003, with certain exceptions,
and for hedging  relationships  designated  after June 30, 2003.  Management  is
continually evaluating the effect that the adoption of SFAS No. 149 but believes
it will have no  material  affect on its  results of  operations  and  financial
position.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with  Characteristics  of both Liabilities and Equity." SFAS No. 150
requires that certain financial  instruments,  which under previous guidance may
have been accounted for as equity,  must now be accounted for as liabilities (or
an asset in some  circumstances).  The financial  instruments  affected  include
mandatory  redeemable stock,  certain financial  instruments that require or may
require the issuer to buy back some of its shares in exchange  for cash or other
assets and certain  obligations  that can be settled with shares of stock.  This
Statement  is  effective  for all such  financial  instruments  entered  into or
modified  after May 31, 2003, and otherwise is effective at the beginning of the
first interim period  beginning after June 15, 2003. SFAS 150 was adopted in the
quarter  ended June 30,  2003 and did not have a material  impact on  CeriStar's
results of operations or financial position.

NOTE 11 - SUBSEQUENT EVENTS

In October and November 2003, the Company  obtained  additional  debt financing.
The notes are payable to a funding  group in the total amount of  $277,000.  The
notes are due on demand at 120 days past  issuance and bear  interest at 12% per
year.  The  notes  are  convertible  into the  Company's  common  stock  under a
beneficial  conversion  rate that results in a discount to the notes of $73,000,
which will be amortized over the life of the notes.

On October 8, 2003, the Company entered into agreements with its Chief Executive
Officer for a monthly  salary of $7,500 and stock  options to  purchase  882,000
shares and its Chief Operating  Officer for a monthly salary of $7,000 and stock
options to purchase  630,000  shares.  On November 18, 2003 the Company  entered
into an  agreement  with its Chief  Financial  Officer  for a monthly  salary of
$6,500  and stock  options  to  purchase  215,000  shares.  The  agreements  are
effective for twelve months ending in October and November 2004.

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
for Operations

Critical Accounting Policies

In Note 1 to the audited financial statements for the fiscal year ended December
31, 2002 included in our Form 10-KSB discuss those accounting  policies that are
considered to be significant  in  determining  the results of operations and our
financial  position.  We believe that the accounting  principles  utilized by us
conform to generally  accepted  accounting  principles  in the United  States of
America.

                                       8
<PAGE>

The preparation of consolidated financial statements requires management to make
significant  estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses. By their nature, these judgments are subject
to an inherent  degree of  uncertainty.  On an on-going  basis,  we evaluate our
estimates, including those related to bad debts, inventories, intangible assets,
warranty obligations,  product liability, revenue, and income taxes. We base our
estimates on historical  experience and other facts and  circumstances  that are
believed to be reasonable,  and the results form the basis for making  judgments
about the  carrying  value of assets and  liabilities.  The actual  results  may
differ from these estimates under different assumptions or conditions.

With respect to revenue recognition, stock based compensation, and allowance for
doubtful  accounts we apply the following  critical  accounting  policies in the
preparation of our financial statements:

Revenue Recognition

We derive revenue primarily from the sale of  communications  services and sales
of related communication equipment.  Revenue is recognized when a valid contract
or purchase order has been executed or received, services have been performed or
product has been  delivered,  the selling  price is fixed or  determinable,  and
collectibility  is  reasonably  assured.  Sales  related  to  long-term  service
contracts,  which do not meet this criteria, are deferred and recognized ratably
over the period of the contract and are recorded as unearned revenue.

Accounting for Stock-based Compensation

We account for stock-based  compensation issued to employees and directors under
Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued
to  Employees,"  and  related  interpretations.  Under APB No. 25,  compensation
related to stock options,  if any, is recorded if an option's  exercise price on
the measurement  date is below the fair value of the company's  common stock and
amortized to expense  over the vesting  period.  Compensation  expense for stock
awards or purchases, if any, is recognized if the award or purchase price on the
measurement  date is below the fair value of the common stock and is  recognized
on the date of award or purchase.  Statement of Financial  Accounting  Standards
("SFAS") No. 123, "Accounting for Stock Based Compensation,"  requires pro forma
information  regarding  net loss and net loss per common share as if the company
had accounted for its stock options granted under the fair value method.

We account for stock-based  compensation  issued to persons other than employees
using  the fair  value  method  in  accordance  with  SFAS No.  123 and  related
interpretations.  Under SFAS No. 123, stock-based  compensation is determined as
either the fair  value of the  consideration  received  or the fair value of the
equity  instruments  issued,   whichever  is  more  reliably   measurable.   The
measurement  date for these issuances is the earlier of either the date at which
a commitment for performance by the recipient to earn the equity  instruments is
reached or the date at which the recipient's performance is complete.


                                       9
<PAGE>

Allowance for Doubtful Accounts

We must make estimates of the collectability of accounts  receivables.  In doing
so,  we  analyze  accounts   receivable  and  historical  bad  debts,   customer
credit-worthiness,  current  economic  trends and  changes in  customer  payment
patterns when evaluating the adequacy of the allowance for doubtful accounts.

Forward-Looking Statements

The following  discussion  of our financial  condition and results of operations
should be read in conjunction with the consolidated financial statements and the
related notes included in Item 1 of this Form 10-QSB.  This discussion  contains
forward-looking   statements.   These   statements  are  based  on  our  current
expectations,  assumptions, estimates and projections about our business and our
industry,  and involve known and unknown risks,  uncertainties and other factors
that may cause our or our industry's results, levels of activity, performance or
achievement  to be  materially  different  from any  future  results,  levels of
activity, performance or achievements expressed or implied in or contemplated by
the  forward-looking  statements.  Our actual results and the timing of selected
events could differ materially from those  anticipated in these  forward-looking
statements  as a result of selected  factors  identified  in the Item 2 and Form
10-QSB.

CeriStar, Inc. undertakes no obligation to update forward-looking  statements to
reflect events or circumstances occurring after the date of this Form 10-QSB.

Company and Industry Overview

CeriStar is in the data communications  industry,  providing a new generation of
services  using fiber optics.  Its  principal  product is the delivery of voice,
video and data  services over a single fiber  network.  These  services  include
local and long distance telephone, video conferencing, and cable television with
video on demand, computer email and host of other related services.

On September 10, 2002,  CeriStar merged with a wholly owned subsidiary of Planet
Resources Inc., a Delaware corporation, a non-operating company,  ("Planet"), in
which all of the issued and outstanding  stock of CeriStar,  including shares of
Common  Stock,  shares of Series A  Convertible  Preferred  Stock and  shares of
Series B Convertible  Preferred Stock were exchanged for shares of Planet Common
Stock. The shares of Series A and B Convertible Preferred Stock of CeriStar were
each  exchanged  for .757 shares of Planet  Common Stock and the Common Stock of
CeriStar were each  canceled and  converted  into .322 shares of Common Stock of
Planet.  Prior to the merger Planet authorized a 1 for 5.23 reverse stock split.
The  merger  was  accounted  for as a reverse  merger  with  CeriStar  being the
accounting  acquirer.  On October 15, 2002,  Planet  Resources  Inc. was renamed
CeriStar, Inc.

Results of Operations

FOR THE COMPARATIVE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

Revenue  for the first nine months of fiscal  2003 was  $267,799,  a decrease of
$258,641,  or 49% when  compared  to the first nine months of fiscal  2002.  The
overall decrease is primarily due to the Company's  transition away from selling
equipment  to that  of a  communications  service  provider  and  the  loss of a
significant  customer  from which  revenues of $153,000  were  recognized in the
first nine months of 2002. For the nine months ended  September 30, 2003 revenue
was primarily generated from sale of communications services.

                                       10
<PAGE>

During the nine months ended September 30, 2003,  CeriStar increased its ongoing
service  revenue to  $250,090,  an increase of 0.6% over the same period  during
fiscal 2002 due  primarily to an increase in  communications  services  customer
base.  Revenues generated from labor,  including revenues related to engineering
and design for specific IP  applications,  decreased by $4,193 in the nine month
period of 2003 vs. 2002.  Sales from equipment  decreased 94%, to $17,709 during
the first nine months of fiscal 2003,  from $278,077 in the first nine months of
fiscal 2002.

CeriStar had a net loss for the nine months ended September 30, 2003 and 2002 of
$3,212,268 and $2,337,495, respectively.

Cost of revenue includes  engineering,  installation  and equipment  required to
set-up our customer base, operational costs related to bandwidth,  long distance
and video  services,  and costs  incurred to market,  support and  maintain  our
customer base.  Cost of revenue was $396,109 in the nine months ended  September
30, 2003,  compared to $217,329 in the nine months ended September 30, 2002. The
primary  driver of the  increase  as a  percentage  of  revenue  was the need to
purchase fixed bandwidth  capacity  related to  establishing  and supporting the
ongoing service to our customers compared with equipment and engineering related
revenues in the prior fiscal year period.

Gross margins decreased from 59% for the nine months ended September 30, 2002 to
a negative 48% for the comparable period of 2003. Because CeriStar is developing
its customer base, the Company is required to commit certain  amounts of upfront
marketing and capital  expenses in pursuit of new  contracts and customers  that
will eventually be leveraged over a larger customer base. Hence, the margins for
the first nine  months of 2002  compare  more  favorably  with 2003,  reflecting
cost-plus labor,  mark-ups on certain initial  equipment sales, and shorter-term
contracts.  Gross  margins for the first nine months of 2003,  however,  reflect
communications  services  revenues  in  which  the  cost  exceeds  revenues  due
primarily to the purchase of fixed  bandwidth,  marketing  and equipment for the
support of the growing  customer base. New  connections are expected to increase
revenues without a substantial increase in costs.

Selling,   general  and  administrative  expenses  increased  by  $350,818  from
$2,630,876  for the nine months ended 2002 to  $2,981,694  in the  corresponding
period of 2003.  The  increase was due  primarily  to marketing  and stock based
compensation for marketing, wages and consulting.

FOR THE COMPARATIVE THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

Total  revenue  declined  in the third  quarter of fiscal  2003 to $78,604  from
$189,795 in the third quarter of fiscal 2002. The overall  decrease is primarily
due to the  Company's  transition  away  from  selling  equipment  to  that of a
communications  service  provider and the loss of a  significant  customer  from
which revenues of $90,000 were  recognized in the third quarter of 2002. For the
nine months ended  September 30, 2003 revenue was primarily  generated from sale
of communications services with existing equipment owned by the Company. Service
revenue for the third quarter of 2003 declined to $71,991 from $189,287 over the
same period in 2002.


                                       11
<PAGE>

CeriStar  had a net loss in the third  quarter  of 2003 of  $1,138,222  the loss
compared with a net loss in the second quarter of 2002 of $1,935,945.

Cost of revenue was $145,466 in the third  quarter,  compared to $105,812 in the
third  quarter of the prior year.  This increase in cost of sales in 2003 is due
to bandwidth costs.

Gross  margins in the third  quarter of 2003 were a negative  85%  compared to a
positive  44% in 2002.  Thus far,  Ceristar  has not  generated  a large  enough
customer  base to cover  its  fixed  bandwidth  and  service  costs in 2003.  As
CeriStar transitions to an operating company,  additional labor, engineering and
bandwidth  costs have been necessary to meet the needs of customers in a variety
of locations.  New customers  coming on line in those  locations can be added to
the existing network with little  additional cost.  Margins in 2002 were related
to initial equipment  installation  sales, which accompanied  short-term service
contracts.

Selling,   general  and  administrative  expenses  decreased  by  $1,005,116  to
$1,012,735 in the third quarter of 2003 compared to $2,017,851 in 2002 primarily
due to the decrease in merger related expenses incurred in 2002.

Liquidity and Capital Resources

CeriStar's  revenues  are not  capable of  supporting  its  current  operations.
CeriStar  will be  dependent  on the  capital  markets  for  funding its current
operations.  At September 30, 2003 the Company has a working  capital deficit of
approximately  $1,534,255.  To  meet  its  continuing  funding  needs,  CeriStar
actively seeks funding through the sale of its common stock and issuance of debt
securities.  No  assurance  can be made that the Company will be  successful  in
raising sufficient capital.

CeriStar believes it has proven its technology through its current customer base
and can now efficiently  deliver a technically  advanced product to a wide range
of residential, commercial, educational and governmental customers. In the past,
CeriStar has been focused on development and testing of its technology,  whereas
now the focus is on marketing and supporting this technology. Expansion into new
market areas will be limited by the amount of  investment  capital and equipment
financing that can be acquired.  CeriStar's current plan will require additional
equity and debt capital to fund operations. A majority of this funding will need
to be raised in the equity  markets.  It is  anticipated  that debt financing of
equipment will become increasingly  available as the Company's service offerings
gain acceptance and our markets expand,  thus leveraging our investment capital.
In the short term,  CeriStar  will remain  dependent on new equity  capital.  No
assurance can be made that the Company will be successful in raising  sufficient
capital.

The  Company's  long-term  liquidity and capital  requirements  will depend upon
numerous  factors,  including the Company's ability to achieve a level of demand
for its  services  that  supports  its  business  model and its cost  structure,
securing significant  long-term funding for expansion efforts, and the Company's
ability to find suitable funding sources to improve its capital  structure.  The
Company may  require  additional  financing  or seek to raise  additional  funds
through bank facilities,  debt or equity offerings,  or other sources of capital
to  meet  liquidity  and  capital  requirements.  Additional  funds  may  not be
available when needed or on terms acceptable to the Company,  which could have a
material adverse effect on the Company's business,  financial condition, results
of operations,  and cash flows. These are factors that indicate that the Company
may be unable to continue operations.


                                       12
<PAGE>

ITEM 3.  Controls and Procedures

On October 8, 2003, we entered into an employment agreement with Fred Weismiller
to serve as our Chief Executive Officer and on November 18, 2003 we entered into
an agreement with Robert Lester to serve as our Chief Financial Officer.

(a) Within 90 days of filing this report on Form 10-QSB (the "Evaluation Date"),
our current and former  Chief  Executive  Officer and Chief  Financial  Officer,
respectively and collectively, evaluated our disclosure controls and procedures,
as defined in Rules  13a-14(c) and 15d-14(c)  promulgated  under the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Based on that evaluation,
these officers concluded that as of the Evaluation Date, our disclosure controls
and procedures  were effective in timely  alerting them to material  information
relating  to our  company  required  to be  included  in our  reports  filed  or
submitted by us under the Exchange Act.

(b) There have been no significant  changes in our internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation.

                           PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a)      Exhibits

The following exhibits are included as part of this report:
<TABLE>
<CAPTION>

                   SEC
   Exhibit      Reference
   Number         Number                            Title of Document                               Location
-------------------------------------------------------------------------------------------------------------------
    <S>           <C>        <C>                                                              <C>
    10.01         10.01      Employment Agreement between CeriStar, Inc. and Fred             This filing
                             Weismiller dated October 8, 2003
-------------------------------------------------------------------------------------------------------------------
    10.02         10.02      Employment Agreement between CeriStar, Inc. and Michael Miller   This filing
                             dated October 8, 2003
-------------------------------------------------------------------------------------------------------------------
    10.03         10.03      Employment Agreement between CeriStar, Inc. and Robert Lester    This filing
                             dated November 18, 2003
-------------------------------------------------------------------------------------------------------------------
    31.01           31       Certification of Chief Executive Officer Pursuant to Rule        This filing
                             13a-14
-------------------------------------------------------------------------------------------------------------------
    31.02           31       Certification of Chief Financial Officer Pursuant to Rule        This filing
                             13a-14
-------------------------------------------------------------------------------------------------------------------
    32.01           32       Certification Pursuant to 18 U.S.C. Section 1350, as Adopted     This filing
                             Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
                             (Chief Executive Officer)
-------------------------------------------------------------------------------------------------------------------
    32.02           32       Certification Pursuant to 18 U.S.C. Section 1350, as Adopted     This filing
                             Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
                             (Chief Financial Officer)
</TABLE>

                                       13
<PAGE>


(b) Reports on Form 8-K

        None


Signatures

In accordance with the requirements of the Securities  Exchange Act of 1934, the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.



            Date  November 18, 2003                     /s/Fred Weismiller
                  -----------------                     ----------------
                                                        Fred Weismiller
                                                        Chief Executive Officer

            Date  November 18, 2003                     /s/Robert Lester
                  -----------------                     ----------------
                                                        Robert Lester
                                                        Chief Financial Officer


                                       14