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 MARCH 31, 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 May 10, 2004.

          Common Stock, par value $.001                         8,065,720
             (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 March 31, 2004

          Condensed Consolidated Unaudited Statements of Operations for the
          three months ended March 31, 2004 and 2003

          Condensed Consolidated Unaudited Statements of Cash Flows for
          the three months ended March 31, 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
                                 March 31, 2004




        Assets
        ------

Current assets:
  Cash                                                        $           6,338
  Accounts receivable, net of allowance for
    doubtful accounts of $142,242                                       146,852
  Prepaid expenses                                                       33,179
  Deposits                                                               21,379
                                                              ------------------

        Total current assets                                            207,748

Property and equipment, net                                             548,068
                                                              ------------------

                                                              $         755,816
                                                              ------------------

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

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

Current liabilities:
  Accounts payable                                            $         439,243
  Accrued payroll and other liabilities                                 321,327
  Deferred revenue                                                      259,449
  Notes payable including related parties                             1,506,383
                                                              ------------------

        Total current liabilities                                     2,526,402

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, 8,004,450 shares issued and outstanding                   8,004
  Additional paid-in capital                                         10,660,960
  Deferred compensation                                                 (76,162)
  Subscriptions receivable                                              (28,430)
  Accumulated deficit                                               (12,334,958)
                                                              ------------------

Total stockholders' deficit:                                         (1,770,586)
                                                              ------------------

Total liabilities and stockholders'deficit                    $         755,816
                                                              ------------------


     See accompanying notes to condensed consolidated financial statements


                                       2
<PAGE>

                                 CERISTAR, INC.
                 CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF
                   OPERATIONS For The Periods Ended March 31,




                                                       2004           2003
                                                --------------------------------

Service revenue                                 $       67,011   $      106,222

Cost of sales                                           99,743          124,168
Selling, general, and administrative expense           482,331        1,103,693
                                                --------------------------------

Loss from operations                                  (515,063)      (1,121,639)

Other income (expense)                                       -              358
Interest expense                                      (343,797)          (2,574)
                                                --------------------------------

Loss before benefit for income taxes                  (858,860)      (1,123,855)

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

Net loss                                        $     (858,860)  $   (1,123,855)
                                                --------------------------------

Loss per common share - basic and diluted       $        (0.11)  $        (0.19)
                                                --------------------------------

Weighted average shares - basic and diluted          7,915,000         5,861,000
                                                --------------------------------


     See accompanying notes to condensed consolidated financial statements

                                       3
<PAGE>

                                 CERISTAR, INC.
             CONDENSED CONSOLIDATED UNAUDITED STATEMENT OF CASHFLOWS
                      For The Three Months Ended March 31,




                                                     2004              2003
                                                  -----------------------------

Cash flows from operating activities:
  Net loss                                        $   (858,860)  $   (1,123,855)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation and amortization                     38,345            4,304
      Stock issued for services                         33,382           34,988
      Amortization of deferred compensation             20,681           76,667
      Amortization of deferred revenue                  (8,760)               -
      Stock subscription satisfied with services             -          670,158
      Amortization of discount on long-term debt       256,479              220
      Decrease (increase) in:
        Accounts receivable                            (78,282)         (24,090)
        Deposits                                       (13,000)               -
     Increase (decrease) in:
        Accounts payable                               (26,506)          22,306
        Accrued liabilities                             17,456           65,243
        Deferred revenue                                31,700            3,500
                                                  ------------------------------

          Net cash used in operating activities       (587,365)        (270,559)
                                                  ------------------------------

Cash flows used in investing activities-
purchase of property and equipment                     (37,494)          (5,265)
                                                  ------------------------------

Cash flows from financing activities:
  Cash overdraft                                             -            2,668
  Proceeds from issuance of common stock                     -          239,874
  Proceeds from related party note                       3,000            8,000
  Proceeds from convertible short-term debt            475,000                -
  Payments on note payable                              (3,537)               -
  Payments on related party notes payable               (4,108)               -
  Payments on convertible long-term debt                (3,341)          (2,928)
                                                  ------------------------------

Net cash provided by financing activities              467,014          247,614
                                                  ------------------------------

Net decrease in cash
   and cash equivalents                               (157,845)         (28,210)

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

Cash and cash equivalents at end of period        $      6,338   $            -
                                                  ------------------------------


     See accompanying notes to condensed consolidated financial statements


                                       4
<PAGE>

                                 CERISTAR, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                                 March 31, 2004


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, 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
                                                         Three Months Ended
                                                             Mar. 31
                                                         2004            2003
--------------------------------------------------------------------------------
Net loss ( A )                                          ($858,860)  ($1,123,855)

Weighted average outstanding common shares ( B )        7,915,000     5,861,000

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

Common stock and common stock equivalents ( C )         7,915,000     5,861,000
--------------------------------------------------------------------------------

Earnings per share:
  Basic (A/B)                                              ($0.11)       ($0.19)
--------------------------------------------------------------------------------
  Diluted (A/C)                                            ($0.11)       ($0.19)
--------------------------------------------------------------------------------

                                       5
<PAGE>

At March 31,  2004,  and March 31,  2003  there  were  outstanding  options  and
warrants  to purchase  4,485,226  and  427,677  shares of common  stock and debt
conversion  features to purchase  9,385,407  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.

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 March 31, 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 three months ended
March 31, 2004 consisted of the following:

Convertible  notes  payable to a funding  group  totaled  $475,000 for the three
months ended March 31, 2004 for total debt to the group of $1,339,000. The notes
are due on demand  after 121 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 $150,625,  of which  $100,000 is unamortized at March 31, 2004.
The total  discount  amortized  during the three months ended March 31, 2004 was
$228,629.

                                       6
<PAGE>

NOTE 4-- COMMON STOCK TRANSACTIONS

The Company issued 145,140 shares for services valued at $33,382.

NOTE 5 - 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 6-- CASH FLOW INFORMATION

Actual  amounts  paid for interest for the three months ended March 31, 2004 and
2003,  were $3,859 and $2,574  respectively.  No income  taxes were paid for the
respective periods.

During the three months ended March 31, 2004, the Company  purchased  $37,494 of
equipment to service our customer base.

During the three  months ended March 31, 2004,  the Company  issued  $475,000 of
convertible  short-term debt with a beneficial  conversion  feature discussed in
Note 3.

During the three months ended March 31, 2003, the Company received a commission,
which reduced its deferred  purchase  obligation and was recorded as an increase
of $9,000 to deferred revenue.

During the three  months  ended March 31, 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 three months ended March 31,
2004,  the Company  amortized  $20,681 of deferred  compensation  into  selling,
general and administrative expense.

During the three months ended March 31, 2003, the Company  disposed of equipment
in exchange for accrued a liability of $12,540.

During August 2003,  the Company  obtained a note payable to a funding group for
$182,000  bearing  interest  at 15% pre  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 $21,000 is  unamortized at March 31, 2004. A total of $24,509
of the discount was amortized to interest  expense during the three months ended
March 31, 2004.  The note is guaranteed  by the former  Chairman of the Board of
Directors and is secured by equipment of the Company.


                                       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.

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.

                                       8
<PAGE>

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  converged
voice, video and data services - the "Triple Play" - to residential,  commercial
and municipal concerns through reliable,  fast and intelligent IP 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). These communications  services include a robust IP
telephony package (VoIP),  high-speed  Internet  connectivity,  broadcast and IP
entertainment services such as HDTV, video-on-demand,  games-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 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 THREE MONTHS ENDED MARCH 31, 2004 AND 2003

Total  revenue  declined  in the first  quarter of fiscal  2004 to $67,011  from
$106,222 in the first quarter 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 $67,000 were recognized
in the first quarter of 2003.  For the three months ended March 31, 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 quarter of 2004 of $858,860 compared with a
net loss in the first quarter of 2003 of $1,123,855. The $265,000 decline in the
net loss was primarily due to a $674,000  non-cash  decrease in professional and
consulting  expense partially offset by a $341,000 non-cash increase in interest
expense.

Cost of revenue was $99,743 in the first  quarter of 2004,  compared to $124,168
in the first  quarter of the prior year.  This decrease in cost of sales in 2004
is due to decreased sales labor costs as we move away from engineering labor and
design sales to residential service sales.

Gross margins in the first quarter of 2004 were a negative $32,700 compared to a
negative  $17,900 in 2003.  Thus far,  CeriStar has not generated a large enough
customer  base to cover  its  fixed  bandwidth  and  service  costs in 2004.  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.

Selling,  general and administrative  expenses decreased by $621,000 to $482,000
in the first quarter of 2004 compared to $1,104,000 in 2003 primarily due to the
decrease in fees paid to consultants incurred in 2003.

Interest expense  increased to $343,800 in the first quarter of 2004 from $2,600
in 2003 as a  significant  amount of debt was add in late 2003 and early 2004. A
majority  of the  increase  in  2004,  $256,500,  was the  amortization  of debt
discount during 2004.

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 March 31,  2004 the  Company  has a working  capital  deficit of
$2,320,000.  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.

                                       10
<PAGE>

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.

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.

                                       11
<PAGE>

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  converged,  Triple Play  services,  requirements  to
maintain adequate  telecommunications  capabilities,  expansion of our marketing
and sales efforts and the status of competitive products and services.

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  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, further 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.

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.

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<PAGE>

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.

ITEM 3.  Controls and Procedures

As of March 31,  2004 (the  "Evaluation  Date"),  our  current  Chief  Executive
Officer  and Chief  Financial  Officer  respectively  evaluated  our  disclosure
controls and procedures. 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.

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

Exhibits

The following exhibits are included as part of this report:


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<PAGE>

EXHIBITS AND REPORTS ON FORM 8-K

A) Exhibits:

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

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

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

32.2     Certification of 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.


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: May 17, 2004                             /s/ Frederick A. Weismiller
                                                ---------------------------
                                                Frederick A. Weismiller
                                                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: May 17, 2004                       /s/ Frederick A. Weismiller
                                          -----------------------------------
                                          Frederick A. Weismiller
                                          Chairman of the Board, Chief
                                          Executive Officer and President

Dated: May 17, 2004                       /s/ Michael B. Miller
                                          -----------------------------------
                                          Michael B. Miller
                                          Chief Operations Officer

Dated: May 17, 2004                       /s/ Robert E. Lester
                                          -----------------------------------
                                          Robert E. Lester
                                          Chief Financial Officer (Principal
                                          Financial Officer)

Dated: May 17, 2004                       /s/ Mark S. Hewitt
                                          -----------------------------------
                                          Mark S. Hewitt
                                          Director
..



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