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 JUNE 30, 2004

                                       OR

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


                        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 August 18, 2004.

          Common Stock, par value $.001                         23,048,064
             (Title of each class)                           (Number of shares)


<PAGE>
                              CERISTAR CORPORATION
                                TABLE OF CONTENTS

Special Note Regarding Forward Looking Statements

                          PART I - FINANCIAL STATEMENT

Item 1.  Financial Statements

          Condensed Consolidated Unaudited Balance Sheet at June 30, 2004

          Condensed Consolidated Unaudited Statements of Operations for the
          three and six months ended June 30, 2004 and 2003

          Condensed Consolidated Unaudited Statements of Cash Flows for the
          six months ended June 30, 2004 and 2003

          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.  Legal Proceedings

Signatures

Exhibits

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Investors are cautioned that certain statements in the Form 10-QSB are
forward looking statements that involve risks and uncertainties. Words, such as
"expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates"
and "views" are intended to identify forward-looking statements. Such statements
are based on current expectations and projections about our business and
assumptions made by the management and are no guarantee of future performance.
Therefore, actual events and results may differ materially from those expressed
or forecasted in the forward looking statements due to risk factors identified
in the Management's Discussion and Analysis of Financial Condition and Results
of Operations.


                                       1
<PAGE>


                                 CERISTAR, INC.
                 CONDENSED CONSOLIDATED UNAUDITED BALANCE SHEET
                                  June 30, 2004


                                                                  June 30, 2004
                                                               -----------------
        Assets
        ------

Current assets:
  Cash                                                         $          2,806
  Accounts receivable, net of allowance for
    doubtful accounts of $142,242                                        69,216
  Prepaid expenses                                                       24,531
  Deposits                                                               24,880
                                                               ----------------

        Total current assets                                            121,433

Property and equipment, net                                             561,943
                                                               ----------------

        Total assets                                           $        683,376
                                                               ----------------

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

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

Current liabilities:
  Accounts payable                                             $        341,538
  Accrued payroll and other liabilities                                 566,799
  Deferred revenue                                                      289,891
  Notes payable including related parties                             2,132,878
                                                               ----------------

        Total current liabilities                                     3,331,106

Commitments and contingencies

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, 8,090,472 shares issued and outstanding                   8,090
  Additional paid-in capital                                         10,783,468
  Deferred compensation                                                 (55,481)
  Subscriptions receivable                                              (28,430)
  Accumulated deficit                                               (13,355,377)
                                                               ----------------

        Total stockholders' deficit:                                 (2,647,730)
                                                               ----------------

Total liabilities and stockholders' deficit                    $        683,376
                                                               ----------------

See accompanying notes to condensed consolidated financial statements

                                       2
<PAGE>


                                 CERISTAR, INC.
            CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                    Three months ended June 30,           Six months ended June 30,
                                                        2004             2003                2004             2003
                                                  --------------------------------    ---------------------------------
<S>                                               <C>                <C>              <C>                <C>
Service revenue                                   $         44,221   $      82,973    $        111,232   $      189,195

Cost of sales                                               94,296         126,475             194,039          250,643
Selling, general, and administrative expense               502,263         865,266             984,594        1,968,959
Settlement expense                                         135,000               -             135,000                -
                                                  --------------------------------    ---------------------------------

        Loss from operations                              (687,338)       (908,768)         (1,202,401)      (2,030,407)

Other income (expense)                                           -             373                   -              731
Interest expense                                          (333,081)        (41,796)           (676,878)         (44,370)
                                                  --------------------------------    ---------------------------------

        Loss before benefit for income taxes            (1,020,419)       (950,191)         (1,879,279)      (2,074,046)

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

        Net loss                                  $     (1,020,419)  $    (950,191)   $     (1,879,279)  $   (2,074,046)
                                                  --------------------------------    ---------------------------------

Loss per common share - basic and diluted         $          (0.13)  $       (0.14)   $          (0.24)  $        (0.33)
                                                  --------------------------------    ---------------------------------

Weighted average shares - basic and diluted              8,054,000       6,614,000           7,985,000        6,237,000
                                                  --------------------------------    ---------------------------------
</TABLE>

     See accompanying notes to condensed consolidated financial statements

                                       3
<PAGE>

                                 CERISTAR, INC.
            CONDENSED CONSOLIDATED UNAUDITED STATEMENT OF CASH FLOWS
                        For The Six Months Ended June 30,

<TABLE>
<CAPTION>

                                                               2004               2003
                                                         -----------------------------------
<S>                                                      <C>                <C>
Cash flows from operating activities:
  Net loss                                               $    (1,879,279)   $     (2,074,046)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
       Depreciation and amortization                              77,308              40,349
       Stock issued for services                                  49,726              34,988
       Stock warrants issued for financing costs                       -              76,000
       Amortization of deferred compensation                      41,362             153,334
       Amortization of deferred revenue                          (23,227)                  -
       Stock subscription satisfied with services                      -           1,131,150
       Amortization of discount on long-term debt                416,792               3,227
       Bad debt expense                                           20,000              (8,200)
  Decrease (increase) in:
       Accounts receivable                                       (20,646)            (19,549)
       Deposits                                                  (16,500)                  -
  Increase (decrease) in:
       Accounts payable                                         (115,564)            (17,676)
       Accrued liabilities                                       262,928             125,601
       Deferred revenue                                           76,609              41,727
                                                         -----------------------------------

          Net cash used in operating activities               (1,110,491)           (513,095)
                                                         -----------------------------------

Cash flows used in investing activities-
  purchase of property and equipment                             (90,333)             (5,265)
                                                         -----------------------------------

Cash flows from financing activities:
  Cash overdraft                                                       -               2,332
  Proceeds from issuance of common stock                               -             379,887
  Proceeds from related party note                                 3,000             103,000
  Proceeds from note payable                                           -              27,916
  Proceeds from convertible short-term debt                    1,061,500                   -
  Payments on note payable                                       (10,788)            (17,050)
  Payments on related party notes payable                         (7,465)                  -
  Payments on convertible long-term debt                          (6,800)             (5,935)
                                                         -----------------------------------

          Net cash provided by financing activities            1,039,447             490,150
                                                         -----------------------------------

          Net decrease in cash
          and cash equivalents                                  (161,377)            (28,210)

Cash and cash equivalents at beginning of period                 164,183              28,210
                                                         -----------------------------------

Cash and cash equivalents at end of period               $         2,806    $              -
                                                         -----------------------------------
</TABLE>

     See accompanying notes to condensed consolidated financial statements

                                       4
<PAGE>

                                 CERISTAR, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                                  June 30, 2004


NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis  of  Presentation--  The  accompanying  condensed  consolidated  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, 2003  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:

EARNINGS PER SHARE
<TABLE>
<CAPTION>

                                                              Three Months Ended June 30,      Six Months Ended June 30,
                                                               2004            2003                2004           2003
--------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>               <C>             <C>            <C>
Net loss ( A )                                               ($1,020,419)      ($950,191)      ($1,879,279)   ($2,074,046)

Weighted average outstanding common shares ( B )               8,054,000       6,614,000         7,985,000      6,237,000

Dilutive effect of outstanding warrants                            -0-             -0-               -0-             -0-
--------------------------------------------------------------------------------------------------------------------------

Common stock and common stock equivalents ( C )                8,054,000       6,614,000         7,985,000      6,237,000
--------------------------------------------------------------------------------------------------------------------------
Earnings per share:

  Basic (A/B)                                                     ($0.13)         ($0.14)           ($0.24)        ($0.33)
--------------------------------------------------------------------------------------------------------------------------
  Diluted (A/C)                                                   ($0.13)         ($0.14)           ($0.24)        ($0.33)
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

At June 30,  2004,  and 2003 there were  outstanding  options  and  warrants  to
purchase  3,835,226  and  565,201  shares  of common  stock and debt  conversion
features to  purchase  12,927,167  and -0- 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.

                                       5
<PAGE>

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 June 30, 2004
and 2003 to employees.

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.

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 - SHORT-TERM NOTES PAYABLE

Notes payable and  convertible  notes payable issued during the six months ended
June 30, 2004 consisted of the following:

Convertible  notes payable  purchased by a funding group totaled  $1,061,500 for
the six months ended June 30, 2004,  for total debt to the group of  $1,925,500.
The notes are due on demand after 121 days past  issuance  and bear  interest at
18% per year. The notes are convertible  into the Company's common stock under a
beneficial conversion rate that resulted in the notes being initially discounted
in 2004 by $256,875 of which $65,146 is  unamortized at June 30, 2004. The total
discount amortized during the six months ended June 30, 2004 was $369,733.

NOTE 4-- COMMON STOCK TRANSACTIONS

The Company issued 231,162 shares of common stock for services valued at $49,726
during the six months ended June 30, 2004.

NOTE 5-- CASH FLOW INFORMATION

Actual  amounts  paid for  interest  for the six months  ended June 30, 2004 and
2003,  were $15,068 and $4,619  respectively.  No income taxes were paid for the
respective periods.

During the six months  ended June 30,  2004,  the Company  purchased  $90,333 of
equipment to service our customer base.

During the six months  ended June 30, 2004,  the Company  issued  $1,061,500  of
convertible  short-term debt with a beneficial  conversion  feature discussed in
Note 3.

During the six months ended June 30, 2003,  the Company  received a  commission,
which reduced its deferred  purchase  obligation and was recorded as an increase
of $9,000 to deferred revenue.

                                       6
<PAGE>

During the six months ended June 30, 2003, the Company  reacquired 96,000 shares
of its common  stock for a reduction  in deferred  compensation  of $149,333 and
subscriptions  receivable of $9,317.  During the six months ended June 30, 2004,
the Company amortized $41,362 of deferred compensation into selling, general and
administrative expense.

During the six months ended June 30, 2003, the Company  disposed of equipment in
exchange for extinguishments of an accrued liability of $12,540.

During August 2003,  the Company  obtained a 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 $5,250 is unamortized at June 30, 2004. A total of $40,259 of
the discount was amortized to interest  expense during the six months ended June
30,  2004.  The  note is  guaranteed  by the  former  Chairman  of the  Board of
Directors and is secured by equipment of the Company.

NOTE 6 - SETTLEMENT EXPENSE

On July 1, 2004, the Company settled the lawsuit with Wired, LC. Pursuant to the
terms of the  settlement,  the Company will pay Wired  $90,000  through  October
2004, and return certain  equipment to Wired. The Company  estimates that it may
have to replace approximately $45,000 of equipment. The Company has recorded and
accrued a settlement expense $135,000 as of June 30, 2004.

NOTE 7 - SUBSEQUENT EVENTS

On August 9, 2004, 14,957,592 shares of common stock were issued in satisfaction
of approximately $326,000 of convertible debt.


                                       7
<PAGE>

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

Critical Accounting Policies

In Note 1 to the  financial  statements  for the fiscal year ended  December 31,
2003  included  in  our  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.

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 result 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.

                                       8
<PAGE>

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.

Allowance for Doubtful Accounts

We must make estimates of the collectibility 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,  Incorporated  in December of 1999 in  Delaware,  provides  integrated
broadband  services,  including voice, video and data services,  to residential,
commercial and municipal  concerns  through  reliable,  fast and  intelligent IP
(Internet Protocol) based networks.  The Company's current principal offering is
to  provide  residential  subscribers  with  integrated  voice,  video  and data
communications services over Fiber-to-the-Premise  (FTTP) infrastructure.  These
communications services include a robust IP telephony package (VoIP), high-speed
Internet   connectivity,   broadcast  and  IP  entertainment  services  such  as
video-on-demand,  , as well as  security  services.  CeriStar  also  manages the
quality of service (QoS) and provides  customer service and billing,  as well as
integration,  engineering  and management  support for its customer base and for
its network.

On September 10, 2002,  CeriStar merged with a wholly owned subsidiary of Planet
Resources Inc., a non-operating  publicly held company,  together referred to as
Planet, in which all of the issued and outstanding stock of CeriStar,  including
Convertible  Preferred  Series A shares and the Convertible  Preferred  Series B
shares,  were  exchanged  for  shares of  Planet  Common  Stock.  Series A and B
preferred  shares of CeriStar were  exchanged at a rate of .757 shares for every
common share of Planet and the common stock of CeriStar were exchanged into .322
shares of Common Stock of Planet. Just 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. Since Planet had no operations for the
two years prior to the merger,  only CeriStar's  financial condition and results
or operations will be discussed.

                                       9
<PAGE>

Until we achieve substantial revenues or profitability over several quarters, we
must be considered as a start-up entity. Until that time, we remain dependent on
financing resources for cash flows to meet certain operating expenses and offer
no assurance of our financial success or economic survival.

Results of Operations

FOR THE COMPARATIVE SIX MONTHS ENDED JUNE 30, 2004 AND 2003

Total  revenue  declined  in the first  half of  fiscal  2004 to  $111,000  from
$189,000 in the first half of fiscal 2003. The overall decrease is primarily due
to the  Company's  transition  to  residential  services  and  the  loss  of two
significant  commercial customers from which revenues of $90,000 were recognized
in the first half of 2003.  For the six months  ended June 30, 2004  revenue was
primarily generated from sale of communications services with existing equipment
owned by the Company.

CeriStar had a net loss in the first six months of 2004 of  $1,879,279  compared
with a net loss in the first six months of 2003 of $2,074,046.

Cost of revenue was $194,000 in the first half of 2004,  compared to $251,000 in
the first half of 2003.  This decrease in cost of sales in 2004 is primarily due
to decreased  sales related labor costs as we move away from  engineering  labor
and design sales to residential service sales.

Gross  margins  to date 2004 were a  negative  $83,000  compared  to a  negative
$61,000 in 2003.  Thus far,  CeriStar has not generated a large enough  customer
base to cover its fixed  bandwidth  and service  costs.  As  CeriStar  began the
transition to an operating company,  additional labor, engineering and bandwidth
costs  have been  necessary  to meet the  needs of  customers  in a  variety  of
locations. As CeriStar acquires new customers in those areas where the company's
existing facilities are located, it can do so with lower cost of acquisition and
can spread fixed costs associated with operating the network and facility over a
larger base of  subscribers,  thus increasing the overall  profitability  of the
company's operations.

Selling,  general and administrative  expenses decreased by $984,000 to $985,000
in the first half of 2004 compared to  $1,969,000  in 2003  primarily due to the
decrease in fees paid to consultants incurred in 2003.

Interest expense increased to $677,000 in the first half of 2004 from $44,000 in
2003 as a  significant  amount of debt was add in late 2003 and 2004. A majority
of the increase in 2004, $417,000,  was the amortization of debt discount during
2004.

FOR THE COMPARATIVE THREE MONTHS ENDED JUNE 30, 2004 AND 2003

CeriStar had a net loss in the second quarter of 2004 of $1,020,419, the loss in
the second  quarter of 2003 was  $950,191.  Revenues  were $44,000 in the second
quarter of 2003 compared to $83,000 in the second  quarter of 2003.  The decline
in revenues was primarily due to reduced commercial revenues of $34,000.

                                       10
<PAGE>

Gross margins in the second quarter of 2004 were a negative  $50,000 compared to
a negative $44,000 in 2003. As CeriStar's  residential  customer base expands in
our current facility locations, excess bandwidth capacity is expected be able to
service  significantly  larger  customer  base  with  little  or no  significant
increase in fixed bandwidth costs.

Selling and administrative expense decreased by $363,000 as consulting and other
professional   fees  declined  by  $466,000  due  to  decreased   dependence  on
consultants  employed  to  assist  in  developing  business  plans,   partnering
opportunities  and product  positioning.  Travel and insurance cost increased by
$75,000.

Interest  expense  increased by $291,000 as additional debt was incurred to fund
operations and equipment purchases.

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 June 30,  2004 the  Company  has a working  capital  deficit  of
$3,210,000.  To meet its  continuing  funding  needs,  CeriStar  actively  seeks
funding through issuance of debt  securities.  No assurance can be made that the
Company will be successful in raising sufficient capital.

CeriStar believes that as the company proves its technology  through its current
customer  base,  it will  be  able  to  effectively  and  profitably  deliver  a
technically advanced  communications  product to a broader range of residential,
commercial, educational and governmental customers within target markets. 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,  as well as by the geographical reach
of its network  operating  facilities.  CeriStar's  current  expansion plan will
require  additional  equity  and  debt  capital  to fund  current  and  expanded
operations.  A  majority  of this  funding  is likely to be raised in the equity
markets. It is anticipated that debt or lease 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.

                                       11
<PAGE>

Risks Related to Our Business

Certain  statements  contained in this Form 10-QSB,  and other  written and oral
statements  made from time to time by us, do not relate  strictly to  historical
facts. These statements are considered  "forward-looking  statements" within the
meaning of Section  27A of the  Securities  Act of 1933 and  Section  21E of the
Securities Exchange Act of 1934. Words such as "anticipate," "believe," "could,"
"estimate,"   "expect,"   "forecast,"   "intend,"  "may,"  "plan,"   "possible,"
"project,"  and  "should,"  or similar  words or  expressions,  are  intended to
identify forward looking statements.  This forward looking information  involves
important risks and  uncertainties  that could  materially  alter results in the
future from those  expressed in any forward  looking  statements  made by, or on
behalf of,  us. We caution  you that such  forward-looking  statements  are only
predictions  and actual events or results may differ  materially.  In evaluating
such statements, you should specifically consider the various factors that could
cause actual  events or results to differ  materially,  including  those factors
described below. It is not possible to foresee or identify all factors affecting
our  forward-looking  statements  and you should not  consider  any list of such
factors to be  exhaustive.  We are under no duty to update  any  forward-looking
statements.

We have substantial losses and negative cash flow.

Since our inception in 1999, we have had  substantial  and recurring  losses and
negative  cash  flow.  We are at risk of  continued  losses  until our  revenues
increase.  There is no assurance that we can increase our revenue sources and it
is unlikely that we can lower our expenses in our present mode of operations. We
may never earn  profits.  If we continue to lose money over a period of time, we
may be forced to discontinue our operations.

We  required  substantial  capital  to grow our  business  and  sustain  current
operations.

Since our inception,  we have required  substantial capital to fund our business
operations.  Our future  capital  requirements  will depend  upon many  factors,
including  the  adoption  of  integrated  broadband  services,  requirements  to
maintain adequate  telecommunications  capabilities,  expansion of our marketing
and sales efforts,  and the status of  competitive  products and services in the
marketplace.

Our  business  operates  at a loss and we  require  additional  capital  to fund
current operations.

Historically, our revenues have been less than our expenses and we have financed
our operations primarily through sales of equity and debt securities.  We expect
to  enter  into  additional  financial  transactions,   which  could  result  in
significant dilution or substantial indebtedness.

Our access to capital is uncertain.

We  currently  have  no  commitments,  agreements  or  understandings  regarding
additional  financing  and we may be unable to obtain  additional  financing  on
satisfactory  terms or at all. We expect to pursue additional  financing through
the  private  placement  of debt or equity.  If  additional  funds are raised or
acquisitions  made  by  issuing  equity  securities,  dilution  to the  existing
stockholders will result. We may also incur or assume substantial  indebtedness.
These  arrangements  may  require  us to  relinquish  rights to  certain  of our
existing or potential  products or other assets.  Accordingly,  the inability to
obtain such  financing  could have a material  adverse  affect on our  business,
financial condition and results of operations.  Our future revenue and operating
results depend on a number of factors.

                                       12
<PAGE>

We are in a rapidly  changing  industry,  which  affects our ability to forecast
growth and revenues.

Our short  operating  history and the rapidly  changing nature of the markets in
which we compete  make it  difficult  to  accurately  forecast  our revenues and
operating  results.  Our quarterly  operating  results are  unpredictable and we
expect them to fluctuate in the future due to a number of factors. These factors
may include, among others things:

         o    The amount and timing of operating costs and capital  expenditures
              relating to the growth of our business;

         o    The costs to develop and  introduce  new  products and services in
              response to changing market conditions and customer preferences:

         o    The  announcement or  introduction of new or enhanced  products or
              services by our competitors; and

         o    The entrance of a large,  better  capitalized  competitor into our
              markets.

In view of such  fluctuations,  we believe  that  quarterly  comparisons  of our
financial  results are not necessarily  meaningful and should not be relied upon
as a measure of future performance.

We may not be able to attract customers for our services.

There is no assurance that we will be able to obtain  adequate  distribution  of
our  services to a large number of  subscribers.  We believe that our ability to
achieve  revenues in the future will depend in significant part upon our ability
to build upon  existing  relationships  with,  and provide  support  to,  large,
residential  developers.  As a result, any cancellation,  reduction or delay may
materially  adversely  affect our business,  financial  condition and results of
operations.

If we make any  acquisitions,  we will  incur a  variety  of costs and may never
realize the anticipated benefits.

We may attempt to acquire  businesses,  technologies or products that we believe
are a strategic fit with our business.  If we undertake any  transaction of this
sort, the process of integrating a business, technology or product may result in
operating difficulties and expenditures, which may absorb significant management
attention  that would  otherwise be  available  for ongoing  development  of our
business.  Moreover,  we may  never  realize  the  anticipated  benefits  of any
acquisition.  Future acquisitions could result in potentially dilutive issuances
of equity  securities,  the incurrence of debt,  contingent  liabilities  and/or
amortization  expenses  related  to  goodwill  and  other  intangibles  and  the
incurrence of large immediate write-offs.

Our ability to attract and retain key  management,  employees and consultants is
uncertain.

We are dependent on our management  staff.  The loss of services of any of these
personnel  could impede the  achievement of our corporate  goals and development
objectives. There can be no assurance that we will be able to attract and retain
personnel on acceptable  terms given the  competition  among  telecommunications
companies for experienced  personnel.  In addition, we do not maintain "key-man"
life insurance  policies on any member of our management staff and do not expect
to obtain such policies in the near future.

                                       13
<PAGE>

ITEM 3.  Controls and Procedures

As of June 30, 2004 (the "Evaluation Date"), our current Chief Executive Officer
evaluated our disclosure controls and procedures.  Based on that evaluation,  he
has  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.

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 1.  Legal Proceedings

On July 1, 2004, the Company  settled the lawsuit with Wired,  LC,  disclosed in
the Company's 10-KSB for the year ended December 31, 2003. Pursuant to the terms
of the settlement,  the Company will pay Wired $90,000 through October 2004, and
return  certain  equipment to Wired.  The Company  estimates that it may have to
replace approximately $45,000 of equipment. The Company has recorded and accrued
a settlement expense $135,000 as of June 30, 2004.

Item 6. Exhibits and Reports on Form 8-K

Exhibits

The following exhibits are included as part of this report:

EXHIBITS AND REPORTS ON FORM 8-K

A) Exhibits:

31  Certification  of Chief  Executive and Chief Financial  Officer  pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.

32  Certification  of Chief  Executive and Chief Financial  Officer  pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.


B)   Reports on Form 8-K

1.       The Company filed a Current  Report on Form 8-K, dated January 13, 2004
         announcing the  resignation of David L. Bailey as Chairman of the Board
         and member of our Board of Directors for personal reasons.
2.       The Company filed a Current  Report on Form 8-K, dated January 21, 2004
         announcing the  resignation of Dane Goodfellow as a member of our Board
         of Directors to pursue other endeavors.
3.       The Company filed a Current  Report on Form 8-K, dated March 5, 2004 as
         a shareholder update on progress in 2003 and Strategic Plans.
4.       The  Company  filed a Current  Report on Form 8-K,  dated June 28, 2004
         announcing the filing of a breach of contract  lawsuit  against Parkway
         Crossing,  LLC, Basin Digital  Media,  LLC and Summit  Development  and
         Management, LLC.
5.       The Company  filed a Current  Report on Form 8-K,  dated August 2, 2004
         announcing  the  resignations  of Fred  Weismiller  as Chief  Executive
         Officer, Robert Lester as Chief Financial Officer and Michael Miller as
         Chief Operations Officer and the appointment of Paul D. Hamm as interim
         Chief  Executive  Officer  and  Mark  Hewitt  as Chief  Technology  and
         Operations Officer. Jerry Dunlap was named to the Board of Directors to
         fill the remaining term of Mr. Lester.

                                       14
<PAGE>

SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934,  the registrant has caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                 CERISTAR, INC.


Dated: August 23, 2004                     /s/ Paul D. Hamm
                                           ----------------
                                           Paul D. Hamm
                                           Chief Executive Officer

         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  registrant and in the capacities and
on the dates indicated.



Dated: August 23, 2004                     /s/ Paul D. Hamm
                                           -------------------------------------
                                           Paul D. Hamm
                                           Chief Executive Officer and President



Dated: August 23, 2004                     /s/ Mark S. Hewitt
                                           -------------------------------------
                                           Mark S. Hewitt
                                           Chief Operations Officer and Chief
                                           Technology Officer



Dated: August 23, 2004                     /s/ Mark S. Hewitt
                                           -------------------------------------
                                           Mark S. Hewitt
                                           Director
..

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