UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 10-KSB


[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF  1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                                      OR

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


                       COMMISSION FILE NUMBER 000-28485

                            Viastar Holdings, Inc.
                          --------------------------
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  NEVADA                               88-0380343
       -------------------------------             ------------------
       (STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER
       INCORPORATION OR ORGANIZATION)              IDENTIFICATION NO.)

       2121 Palomar Airport Road, Suite 105 Carlsbad, California   92009
       ----------------------------------------------------------------
       (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)              (ZIP CODE)

     REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (760) 496-0458


SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:  NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:  COMMON STOCK,
     PAR VALUE $.001 PER SHARE

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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 [ ]

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.   [ ]

The Registrant has not realized any revenue from operations for the year ended
December 31, 2001.

The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the Registrant based upon the closing price of the common
stock as of the close of business on March 28, 2002, was approximately
$1,459,689.

As of March 28, 2002, there were 5,146,896 shares of the Registrant's common
stock, $.001 par value per share, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: NONE

Transitional Small Business Disclosure Format (check one)   Yes [ ]   No [X]

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PART I

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-KSB contains forward-looking statements within the meaning of the
"safe harbor" provisions under Section 21E of the Securities Exchange Act of
1934 and the Private Securities Litigation Reform Act of 1995. We use forward-
looking statements in our description of our plans and objectives for future
operations and assumptions underlying these plans and objectives. Forward-
looking terminology includes the words "may," "expects," "believes,"
"anticipates," "intends," "projects," or similar terms, variations of such
terms or the negative of such terms. These forward-looking statements are based
on management's current expectations and are subject to factors and
uncertainties, which could cause actual results to differ materially from those
described in such forward-looking statements. We expressly disclaim any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this Form 10-KSB to reflect any change
in our expectations or any changes in events, conditions or circumstances on
which any forward-looking statement is based. Factors, which could cause such
results to differ materially from those described in the forward-looking
statements include those set forth under "Risk Factors" and elsewhere in, or
incorporated by reference into this Form 10-KSB.

Item  1.  DESCRIPTION OF BUSINESS

BUSINESS ORGANIZATION.  Viastar Holdings, Inc. ("the Company") was organized
January 6, 1993, under the laws of the State of Nevada, as Lotus Enterprises,
Inc. On February 1, 1993 the Company issued 18,600 shares of its no par value
common stock for $1,860. On December 17, 1997, the State of Nevada approved an
increase in authorized capital to 25,000,000 common shares, a change from no
par value common shares to $.001 par value, and a forward stock split of 100:1.
On April 6, 1999, the State of Nevada approved an increase of authorized
capital to 50,000,000 common shares. The Company at this time changed its name
to ClubCharlie.com, Inc. The Company on January 22, 2001 pursuant to a vote
changed its name to Viastar Holdings, Inc. Also the Company approved and filed
for a 1 for 10 reverse stock split on June 21, 2001, which became effective
July 23, 2001.

BUSINESS OF COMPANY.  The Company and management maintain and intend to develop
numerous portfolio companies in the field of media and entertainment. Viastar's
portfolio currently includes; Picture Perfect Releasing, Inc., Viastar
Partners, Inc., and All4Entertainment, Inc.

ALL4 ENTERTAINMENT, INC. ("All4") All4 the Company's wholly owned subsidiary is
an independent family oriented motion picture and television production
company. The Company plans to produce and market mainly family oriented films
domestically and internationally. The Company intends on capturing a small
share of the family oriented media market. All4 will also solicit various
partners and may license rights to private investors and/or distributors that
either finance or produce family oriented projects.

All4 anticipates that it will produce innovative and original motion pictures
involving classic stories. All4 intends on becoming an independent provider of
made for TV movies, "G-rated" movies, ultimately taking advantage of what the
Company perceives as the need for "high-profile - low budget" classical
children and family film productions.  All4 believes that these films increase
the prospect of profitability, as budgets are low and story lines have built in
name and story recognition.

All4 is designed to address the demands of the growing multimedia digital
programming industry. The "Clubcharlie" series, expected to be taken from and
made popular by its theatrical release, will be dedicated to creating a high
profile, low budget, innovative network television series. This series is
believed to be packed with tremendous after-market, cross-platform and reuse
potential. The Clubcharlie theme as a multimedia production profit center will
further augment profits by utilizing the same recorded images, personnel, and
equipment for multiple uses.

All4 intends on penetrating the market rapidly through a series of
strategic initiatives, which include:

*    A portal for kids website.
*    Relationships with non-profit organization that will
     provide a platform that attracts parental support and corporate partners.
*    A series of corporate partnerships with organizations
     interested in creating customer loyalty with kids and their families.
*    A feature film and accompanying television series that portrays
     the sensibilities of today's kids yet providing a positive role model for
     those same kids.

All4 plans to supply low-budget feature films served by independent production
motion picture companies. The Company believes that the low-budget feature film
industry is the fastest growing area in the motion picture film industry.

PICTURE PERFECT RELEASING, INC. ("PPR"). PPR a newly formed wholly owned
subsidiary shall become the distribution arm. PPR will begin by distributing
All4's productions as well as other independent films. PPR expects to carve a
small niche in domestic and foreign distribution by offering profit
participation with producers of the independent films. PPR believes that it
will become positioned to attract many independents seeking to distribute their
films and gain exposure. PPR will seek to co-distribute in some of the markets
it intends to service, thus gaining rapid exposure and market share, and
tapping existing networks for theatrical broadcast distribution.

VIASTAR PARTNERS, INC. ("VPI") VPI a wholly owned subsidiary was established to
joint venture with others, to assist All4, as well as finance independent
productions. These activities can be accomplished through an exchange for
equity in the film. VPI may also seek government tax incentive assistance as
well as pursuing co-production treaties that are favorable to this genre.

ACTIVITIES WITHIN EUROPE. The Company and its management are working towards
the ability to identify and acquire ownership interest in various European
media and entertainment companies.  Currently the Company is pursuing
transactions in the Czech Republic and Germany. The Company has engaged a Czech
attorney whose services to date have been the identification of several
acquisitions. The Company is in various stages of negotiations and believes
that an acquisition will be consummated by the end of the second quarter of
2002.

WEBSITE PRESENCE.  The Company intends to develop and maintain a website
concentrating on kids and their families. We believe our website will provide
visitors with meaningful content and services, products and loyalty benefits
from both online vendors and offline merchants. Our intent is to create a
"virtual community" between kids and their families, on the one hand, and
corporate partners, on-line vendors and off-line merchants on the other hand.
We anticipate that our website may feature (i) interactive chat and bulletin
boards; (ii) product information; (iii) an on-line store featuring products
from vendors, service providers and digital publishers; (iv) video games,
quizzes and mind-benders; (vi) reviews on music CD's, movies, books, and video
games; (vii) contests; (viii) a "members only" benefits section; (ix) free
personal websites; (x) free e-mail; (xi) scheduled chats or interviews with
experts or celebrities; (xii) in on-line scavenger hunt that leads kids through
our merchandising sponsors' websites in order to obtain clues to solve
mysteries; (xiii) video and audio files of our productions; (xiv) a secure
online portal where investors and merchants can update their information
on-line in real-time; (xv) on-line member and vendor registration;
(xvi) e-postcards and special occasion cards containing our brand;
(xvii) comic books featuring the same characters as our productions; and
(xviii) free downloads of licensed software and game demos.

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<PAGE>
We intend to establish alliances with corporate partners interested in tapping
into the markets for children's products and entertainment. We will encourage
our corporate partners to establish a "dialogue" with members to determine
their interests, attitudes and purchase preferences. We anticipate that we will
be able to attract support from businesses interested in children's products
and entertainment.

DISTRIBUTION.  PPR and its management have an excellent understanding of how
marketable films can be.  Motion picture distributors are dependent upon a
constant source of quality films to distribute.  Yearly, distributors are
presented with hundreds of feature film projects, complete with screenplays,
directors, and name stars, all as a package, ready to be produced.  To enhance
their supply of films, distributors pursue joint venture agreements with
independent production companies. PPR intends to negotiate such agreements with
producers by offering matching funds arrangements, which will be very
attractive to the independent producer. PPR will match dollar for dollar for
the production of these packages.

The increased budget should improve both the quality of the film and the
Company's chances of achieving a financially successful domestic theatrical
production with increased box office revenues; (iv) the Company gains the
distribution power of the distributor's network; and (v) the higher quality of
films increase the value of the Company's film library, an asset that has
allowed a number of the big studios to sell productions for attractive
premiums.

The Company believes that most of its productions will be intended primarily
for foreign and domestic video distribution.  However, if a project tests
positively with a research audience, the Company will seek third party prints
and ads ("P &A") funds to release the picture theatrically.  In such a
situation, the third party P &A source would typically receive a first position
recoupment lien against box office collection and television receipts, in
addition to a priority position for video revenues.

The release of a picture theatrically would occur only in the event that such a
release is realistically expected to result in income to the Company, or if the
Company determines that such a release would probably result in a measurable
increase in revenue from video, foreign distribution, television or interactive
games.

The Company intends to utilize distribution agreements to maximize revenues and
increase collections, minimizing cash outlay.  The areas of distribution which
are cash or personnel intensive (i.e. domestic theatrical or domestic and
foreign video) will be handled by established distributors.

In some situations, producers, directors, actors, writers and others
participate in the proceeds generated by the motion pictures in which they are
involved.  Featured films are licensed to exhibitors pursuant to contracts that
provide for the length of the engagement, rental fees, which may either be a
percentage of box office receipts, with or without a guarantee of a fixed
minimum, or a flat amount, and other relevant terms.  The number of feature
films that a particular theater exhibits depends on its policy of program
changes, the competitive conditions in its area and the quality and appeal of
the feature films available to it.  The Company anticipates that it will
eventually compete with all other distributors for playing time in theaters.

FOREIGN, VIDEO & SALES

All4 will utilize open door sales agency distribution agreements with various
entities ranging from major studios to independent foreign entities to get its
products to the foreign and video markets.

The Company anticipates that its foreign distribution division will earn its
compensation from distribution fees not to exceed 25% of gross sales. Foreign
sales typically account for 50% of total sales collected within 90 days upon
release of film, with the balance received within nine months.  In the event of
a financially successful theatrical project, overages generally will be
collected within 18 months.

The continued growth in share of international box office receipts claimed by
films, accompanied by a continued decline in the number of quality films
available to international distributors, leads the Company to believe that pre-
sale percentages may even climb higher in the near future.

TELEVISION SALES

Income from television markets may also provide a potential source of revenue
for the Company.  Distribution using pay-per-view, including, but not limited
to, local cable systems, hotels and hospitals typically occur three to five
months after theatrical release, if any, but before video release.  Traditional
cable release (HBO, Showtime, Cinemax, The Movie Channel) typically occur about
6 months following video release, with network/syndicated television income
occurring approximately 3 to 5 years later.

DEVELOPMENT STAGE COMPANY.  Viastar Holdings, Inc. is a development stage
company that has just recently begun to implement its business plan. The
likelihood of success of the Company must be considered in light of the
expenses, complications and delays frequently encountered in connection with
the establishment and expansion of new business and the competitive environment
in which the Company will operate. The Company's long-term viability,
profitability and growth will depend upon successful commercialization of
existing products, and the development and commercialization of new products
relative to its business plan. As a development-stage company, the Company has
no relevant operating history upon which an evaluation of its performance can
be made. Such performance must be considered in light of the risks, expenses
and difficulties frequently encountered in establishing new products and
markets in the evolving, highly competitive Internet industry.

LIMITED OPERATING HISTORY OF THE COMPANY.  Although the Company was
incorporated on January 6, 1993, the Company has just decided to concentrate on
media, and entertainment portfolio business.  Therefore, the Company has a
limited operating history upon which an evaluation of the Company's prospects
can be made.

FAILURE TO MANAGE GROWTH.  The Company expects to experience significant
growth. The Company's growth may place a significant strain on the Company's
management, financial, operating and technical resources.  Failure to manage
growth effectively could have a material adverse effect on the Company's
financial condition or results of operations.  Part of the Company's business
strategy is to acquire assets that will complement its business plan.  The
Company is unable to predict whether or when any material transaction will be
completed should negotiations commence.  If the Company proceeds with any such
transaction, no assurance can be given that the Company can effectively
integrate the acquired operations with its own operations.  The Company may
also seek to finance such acquisitions by debt financing or through the
issuance of equity securities and there can be no assurance that any such
financing will be available or on acceptable terms or at all.

COMPETITION IN THE INTERNET INDUSTRY.  The market for Internet-based,
electronic commerce and database solutions is extremely competitive. The
Company anticipates that competition will intensify as competitors expand their
product offerings and new competitors enter the market. There can be no
assurance that the Company will be able to compete successfully against current
or future competitors, or that competitive pressures faced by the Company will
not harm its business, operating results or financial condition.

COMPETITION IN THE FILM INDUSTRY.  The business in which the Company intends to
engage in is significantly competitive.  Each of the Company's primary business
operations are subject to competition from companies, which may have greater
production, distribution and capital resources than the Company. More
generally, the Company anticipates it will compete with various other leisure-
time activities, such as home video viewing, movie theaters, personal computers
and other sources of children's and young adult entertainment.

There is also active competition among production companies for the services of
producers, directors and actors, and for the acquisition of literary
properties.  The increased number of theatrical films released in the US has
resulted in increased competition for theater space and audience attention.
There is also strong competition throughout the home video industry, both from
home video subsidiaries of major motion picture studios, independent companies,
and from new film viewing venues such as pay-per-view and others.

The Company also anticipates competing with several major film studios, in
addition to numerous independent motion picture and television production
companies, television networks and pay television systems for the acquisition
of literary properties, the services of performing artists, directors,
producers and other creative and technical personnel and production financing.

As a result of rapid technological developments, shifting consumer demands and
the popularity and availability of other forms of entertainment, it is
impossible to predict what affect these factors will have on the ability of the
Company to generate revenues.  The Company's films will compete with
productions distributed by others, success is dependent not only on the quality
and acceptance of that particular production, but, also, on the quality and
acceptance of other productions released in the marketplace at or around the
same time.  Moreover, as a result of the recent success of independently
produced films, major studios and other entertainment companies have shown
renewed interest in acquiring distribution rights to such films.

In the distribution of motion pictures, there is very active competition to
obtain bookings of pictures in theaters and television networks and stations
globally.  A number of major motion picture companies have acquired several
motion picture theaters and chains of theaters.  Such acquisitions may have an
adverse effect on the Company's distribution endeavors and its ability to book
certain theaters which, due to their prestige, size and quality of facilities,
are deemed to be especially desirable. In addition, the Company's ability to
compete in certain foreign territories with either film or television product
may be affected by local restrictions and quotas.  In certain countries, local
governments require that a minimum percentage of locally produced productions
be broadcast, thereby further reducing available time for exhibition of the
Company's productions.  There can be no assurance that additional or more
restrictive theatrical or television quotas will not be enacted or that
countries with existing quotas will not strictly enforce them.  Additional or
more restrictive quotas or stringent enforcement of existing quotas could
materially and adversely affect the business of the Company by limiting its
ability to fully exploit its productions internationally.

DEPENDENCE ON KEY PERSONNEL.  The Company is dependent on the efforts and
abilities of certain senior management. The interruption of the services of key
management could have a material adverse effect on the Company's operations,
profits and future development, if suitable replacements are not promptly
obtained.  The Company has employment agreements with its senior management;
however, no assurance can be given that each executive will remain with the
Company during or after the term of his employment agreement.  In addition, the
Company's success depends, in part, upon its ability to attract and retain
other talented personnel.  There can be no assurance that the Company will be
able to continue to attract and retain such personnel necessary for the
development of the business of the Company.

RESPONDING TO RAPID TECHNOLOGICAL CHANGE.  The Internet market is characterized
by rapidly changing technologies, frequent introduction of new products and
services and evolving industry standards. The recent growth of the Internet and
intense competition in the Internet industry exacerbate these market
characteristics. To achieve the Company's goals, the web site will need to
effectively integrate the various software programs and tools required to
enhance and improve product offerings and manage its business. The Company's
future success will depend on its ability to adapt to rapidly changing
technologies by continually improving the performance features and reliability
of its services. The Company may experience difficulties that could delay or
prevent the successful development, introduction or marketing of new products
and services. In addition, new enhancements must meet the requirements of
current and prospective users and must achieve significant market acceptance.
The Company could also incur substantial costs if it needs to modify its
services or infrastructures to adapt to these changes.

DEPENDENCE ON PRODUCTION SALES AND NAME, STORY AND BRAND RECOGNITION.  The
Company believes that its success will partly depend on its ability to maintain
and increase the name, story and brand recognition of its productions and
products.  The Company believes that it will assemble a portfolio of classical
stories and characters, which will have a certain degree of historical
recognition in the literary and film industries. The Company believes that
promoting and enhancing the historical recognition of classical stories is
important to the success of its productions, products and services.  The
inability of the Company to maintain and increase story and brand recognition
could have a material adverse effect on the Company's business, financial
condition or results of operations.

INTERNATIONAL OPERATIONS AND EFFORTS MAY NOT BE SUCCESSFUL IN GENERATING
REVENUES.  Although the Company has yet to generate any international revenues,
the Company is planning to commence its international operations and sales
efforts. There can be no assurance that the Company will generate any
international revenues or that risks of international sales and operations will
not harm the Company.

International business involves inherent risks, and we anticipate the risks
that may affect the Company include:

   - unexpected changes in regulatory requirements and tariffs that may be
     imposed;
   - difficulties in staffing and managing foreign operations;
   - longer payment cycles and greater difficulty in accounts receivable
     collection;
   - potentially harmful tax consequences;
   - fluctuating exchange rates;
   - price controls or other restrictions on foreign currency; and
   - difficulties in obtaining export and import licenses.

GOVERNMENT REGULATIONS AND LEGAL UNCERTAINTIES. There are currently few laws or
regulations that specifically regulate communications or commerce on the
Internet. However, laws and regulations may be adopted in the future that
address issues such as user privacy, pricing and taxation, content, copyrights,
distribution, antitrust matters and the characteristics and quality of products
and services. For example, the Telecommunications Act sought to prohibit
transmitting various types of information and content over the Internet.
Several telecommunications companies have petitioned the Federal Communications
Commission to regulate Internet service providers and online service providers
in a manner similar to long distance telephone carriers and to impose access
fees on those companies. This could increase the cost of transmitting data over
the Internet. Moreover, it may take years to determine the extent to which
existing laws relating to issues such as property ownership, obscenity, libel
and personal privacy are applicable to the Internet or the application of laws
and regulations from jurisdictions whose laws do not currently apply to the
Company's business. Any new laws or regulations relating to the Internet could
adversely affect the Company's business.

In addition, because the Company's service will be available over the Internet
in multiple states and foreign countries, these jurisdictions may require the
Company to qualify to do business as a foreign corporation in each of these
states or foreign countries, which could subject it to taxes and other
regulations.

COMPLIANCE WITH GOVERNMENT REGULATION OF THE FILM INDUSTRY.  The following does
not purport to be a summary of all present and proposed federal, state and
local regulations and legislation relating to the production and distribution
of film entertainment and related products; rather, the following attempts to
identify those aspects that could affect the Company's business.  Also, other
existing legislation and regulations, copyright licensing, and, in many
jurisdictions, state and local franchise requirements, are currently the
subject of a variety of judicial proceedings, legislative hearings and
administrative and legislative proposals which could affect, in various
manners, the methods in which the industries involved in film entertainment
operate.

Audiovisual works, such as television programs and motion pictures, are not
included in the terms of the General Agreement on Trade and Tariffs Treaty.  As
a result, many countries, including members of the European Union, are able to
enforce quotas that restrict the number of United States produced feature
films, which may be distributed in such countries.  Although the quotas
generally apply only to television programming and not to theatrical
exhibitions of motion pictures, there can be no assurance that additional or
more restrictive theatrical or television quotas will not be enacted or that
existing quotas will not be more strictly enforced.  Additional or more
restrictive quotas or more stringent enforcement of existing quotas could
materially or adversely limit the ability of the Company to exploit its
productions.

Voluntary industry embargos or United States government trade sanctions to
combat piracy, if enacted, could impact the amount of revenue that the Company
realizes from the international exploitation of its productions.  If such
sanctions are not enacted or other action is not taken, the Motion Picture
Industry, including the Company, may continue to lose an indeterminate amount
of revenue as a result of motion picture piracy.  The Code and Ratings
Administration of the Motion Picture Association of America assigns ratings
indicating age group suitably for the theatrical distribution for motion
pictures.  United States television stations and networks, in addition to
foreign governments, impose additional restrictions on the content of motion
pictures, which may restrict, in whole or in part, theatrical or television
exhibitions in particular territories. Congress and the Federal Trade
Commission are considering, and in the future may consider and adopt, new laws,
regulations and policies regarding a wide variety of matters that may affect,
directly or indirectly, the operation, ownership and profitably of the
Company's business.

INTELLECTUAL PROPERTY PROTECTION.   The Company relies upon a combination of
trademarks, copyrights, confidentiality agreements and other contractual
covenants to establish and protect its intellectual property rights. There can
be no assurance that steps taken by the Company to protect its intellectual
property will be adequate to prevent misappropriation of that intellectual
property, or that the Company's competitors will not independently develop
products substantially equivalent or superior to the Company's products. The
Company believes its business does not infringe upon the valid proprietary
rights of others, but there can be no assurance that third parties will not
assert infringement claims against the Company and that, in the event of an
unfavorable ruling on any such claim, a license or similar agreement to utilize
the intellectual property rights in question relied upon by the Company in the
conduct of its business will be available to the Company or reasonable terms,
if at all. The loss of such rights (or the failure by the Company to obtain
similar licenses or agreements) could have a material adverse effect on the
Company's business, financial condition and results of operations.

Item  2.  DESCRIPTION OF PROPERTY

The Company corporate headquarters is located at 2121 Palomar Airport Road,
Suite 105, Carlsbad, California 92009. The facility is approximately 2,000
square feet and is subleased through September 2003 at approximately $2,000 a
month.


The Company's web sites is http://www.viastarholdings.com.

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Item  3.  LEGAL PROCEEDINGS

The Company is neither subject to any material litigation nor, to the Company's
knowledge, is any material litigation currently threatened against the Company.

Item  4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

A vote of a majority of the shareholders was made on January 22, 2001 to effect
a name change to Viastar Holdings, Inc. The vote was affirmative in change of
the name.

A vote of a majority of the shareholders was made on June 21, 2001 to vote and
approve a 1 for 10 reverse stock split.  The vote was affirmative in approving
the 1 for 10 reverse stock split.

PART II


Item  5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND
          RELATED STOCKHOLDER MATTERS

The Company participates on the OTC Bulletin Board, under the trading symbol
"VISH".

The following table sets forth the quarterly high and low bid prices during
2001 as reported on OTC-BB. These prices are based on quotations between
dealers, which do not reflect retail markup, markdown or commissions and may
not reflect actual transactions. Values for the periods prior to June 30,
2001 are shown post reverse stock split.
<TABLE>
                                                    PRICE
                                          --------------------------
            QUARTER ENDED                  HIGH                LOW
          ------------------              ------              ------
<S>                                       <C>                 <C>
              March 31, 2000              $8.50               $2.50
               June 30, 2000             $10.00               $9.00
          September 30, 2000             $10.00               $0.60
           December 31, 2000              $3.10               $0.10
              March 31, 2001              $0.60               $0.60
               June 30, 2001              $1.30               $0.90
          September 30, 2001              $0.76               $0.76
           December 31, 2001              $0.74               $0.70
</TABLE>

The Company is authorized to issue 50,000,000 shares of $.001 par value common
stock. As of March 28, 2002 5,146,846 shares of the Company's common stock were
issued and outstanding to 52 shareholders of record. The Company believes that
there are approximately 300 beneficial shareholders of the Company's common
stock, which is held in street name.

The Company has never paid a cash dividend on its common stock. The Company
does not anticipate paying any cash dividends in the foreseeable future and
intends to retain future earnings, if any, for the development of our business.

RECENT SALES OF UNREGISTERED SECURITIES

During the year ended December 31, 2001 the Company made the following
issuances and sales of securities in reliance upon the exemption provided by
Section 4(2) of the Securities Act of 1933.

83,300 shares of restricted common stock as settlement of an outstanding
obligation to an individual for a total value of $50,000 (post split).

500,000 shares of restricted common stock to an officer of the Company secured
by a recourse note receivable for a total value of $50,000.

453,846 shares of restricted common stock as settlement of a loan payable to a
corporation for a total value of $118,000 screenplay production rights.

3,000,000 shares of restricted common stock to an affiliate of an officer and a
director of the Company secured by a recourse note receivable for a total value
of $300,000.

All of the transactions referred to above are exempt from the registration
requirements of the Securities Act of 1933, as amended, by virtue of Section
4(2) thereof covering transactions not involving any public offering or
involving no "offer" or "sale".

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<PAGE>

Item  6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

SECURITIES LITIGATION REFORM ACT

Except for the historical information contained herein, the matters discussed
in this Form 10-KSB are forward-looking statements which involve risks and
uncertainties, including but not limited to economic, competitive, governmental
and technological factors affecting the Company's operations, markets,
products, services, prices, and other factors discussed in the Company's
filings with the Securities and Exchange Commission.

PLAN OF OPERATION.

On July 12, 2001, Mr. Zee Batal resigned his positions as Chief Executive
Officer and Chairman of the Board. Upon resignation of Mr. Batal,
Mr. George Malasek was appointed Chief Executive Officer and Chairman of the
Board. Mr. Batal was subsequently appointed as President of the Company's
wholly owned subsidiary, All4Entertainment, Inc. ("All4"). Mr. Batal currently
heads the operations of All4. Management believes that opportunities to create
value and revenue exist both domestically and internationally. The Company
generated no revenues from operations during the year ended December 31, 2001.

The Company has begun its efforts in the acquisition or merger of media and
entertainment businesses in Central and Eastern Europe within its corporate
structure. The Company during the year contributed the screenplay rights to its
wholly owned subsidiary All4 in exchange for all of its stock.

The Company's capital is limited. The Company anticipates operational costs
will be limited until such time as a business opportunity has been acquired or
the planned production of the film has commenced.

We believe that the main sources of our revenue based upon our current business
plan will be (i) film and television series production revenues from foreign
distribution and domestic theatrical, home video, pay-per-view, pay cable and
basic cable distribution; (ii) commission or other compensation received from
the sale of our products or our corporate partners' products and services; and
(iii) advertising and sponsorship revenues earned from website banner ads and
web-based publications.

                                    - 11 -
===============================================================================
<PAGE>
Our success is materially dependent upon our ability to satisfy additional
financing requirements. In order to satisfy our requisite budget, management
has held and continues to conduct negotiations with various investors. We
anticipate that these negotiations may result in the company capital structure.
Financial resources may never be adequate enough to support our operations
involves due to certain risks and uncertainties. We anticipate that we will
need to raise additional capital to develop, promote and conduct our
operations. Such additional capital may be raised through public or private
financing as well as borrowings and other sources. There can be no assurance
that additional funding will be available under favorable terms, if at all.
If adequate funds are not available, we may be required to curtail operations
significantly or to obtain funds through entering into arrangements with
collaborative partners or others that may require us to relinquish rights to
certain products and services that we would not otherwise relinquish.

LIQUIDITY AND CAPITAL RESOURCES.  The Company had no cash as of
December 31, 2001.  The Company has maintained payments of vendors from the
borrowings of its officers and directors or through the receipt of
subscriptions receivable of common stock.

As of March 28, 2002, the Company had no material commitments for capital
expenditures. The Company is dependent upon its ability to raise additional
financing through various means.  The Company entered into two separate notes
receivable related to the issuance of 3,500,000 shares for a total value of
$350,000.

EXPENSES.  During 2001, the Company's primary expenses were $190,500 in
salaries, and $68,732 in professional fees associated with its business
operations compared with $225,000 in salaries and $64,860 in professional
fees in 2000. The Company incurred $298,721 in general and administrative
expenses during 2001, compared with $432,268 for 2000.


                                    - 12 -
===============================================================================
<PAGE>

Item  7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                             VIASTAR HOLDINGS,INC.
                         (A Development Stage Entity)

                             Financial Statements
                         as of and for the years ended
                          December 31, 2000 and 2001
                                   and from
                          Inception (January 6, 1993)
                           through December 31, 2001

<TABLE>
                              TABLE OF CONTENTS

<CAPTION>
                                                                    Page
<S>                                                                 <C>
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . .  1

Audited Financial Statements:

     Balance Sheets  . . . . . . . . . . . . . . . . . . . . . . . .  2

     Statements of Operations  . . . . . . . . . . . . . . . . . . .  3

     Statements of Stockholders' Equity  . . . . . . . . . . . . . .  4

     Statements of Cash Flows  . . . . . . . . . . . . . . . . . . .  5

     Notes to Financial Statements . . . . . . . . . . . . . . . . . 6-9
</TABLE>

                                    - 13 -
===============================================================================
<PAGE>

                         Independent Auditors' Report

ARMANDO C. IBARRA
CERTIFIED PUBLIC ACCOUNTANTS
(A Professional Corporation)


Armando C. Ibarra, C.P.A.                  Members of the California Society of
Armando Ibarra, Jr., C.P.A.                        Certified Public Accountants


To the Board of Directors of
Viastar Holdings, Inc.
 (A Development Stage Company)

INDEPENDENT AUDITOR'S REPORT

We have audited the accompanying balance sheets of Viastar Holdings, Inc. (A
Development Stage Company) as of December 31, 2001, and 2000 and the related
statements of operations, changes in stockholders' equity, and cash flows for
the periods then ended.  These financial statements are the responsibility of
the Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatements.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Viastar Holdings, Inc. as of
December 31, 2001 and 2000, and the results of its operations and its cash
flows for the periods then ended in conformity with generally accepted
accounting principles.



/s/Armando C. Ibarra, CPA-APC
-----------------------------
Armando C. Ibarra, CPA-APC


March 27, 2002
Chula Vista, California


                                    - 14 -
===============================================================================
<PAGE>
                             VIASTAR HOLDINGS,INC.
                         (A Development Stage Company)
<TABLE>
                                Balance Sheets

<CAPTION>
                                                         12/31/01   12/31/00
                                                         ---------   ---------
<S>                                                      <C>         <C>
                         ASSETS
     Current assets:
       Cash                                              $   -        $   -
                                                         ---------   ---------
         Total current assets                                -            -


     Screenplay rights, at cost                              -         100,000
     Notes receivable                                     350,000         -
     Investment in subsidiary                             100,000         -
                                                         ---------   ---------
     Total other assets                                   450,000      100,000
                                                         ---------   ---------

     Total Assets                                        $450,000    $ 100,000
                                                         =========   =========


      LIABILITIES & STOCKHOLDERS'EQUITY/(DEFICIT)
     Current Liabilities:
       Accounts payable and accrued liabilities          $ 70,380    $  25,844
       Bank  overdraft payable                                  6         -
       Related party advance                                 -          50,000
       Amounts due to officers and directors
            including salaries                             35,189       64,010
       Related party acquisition loan for
            Screenplay                                       -         118,800
                                                         ---------   ---------
         Total current liabilities                        105,575      258,654

      Stockholders' equity/(deficit):
       Common stock,($0.001 par value; 50,000,000 shares   14,044        7,922
         authorized; 5,146,846 and 792,200 shares issued
         and outstanding at December 31, 2001 and 2000,
         respectively)
       Subscriptions receivable                              -         (69,500)
       Additional paid in capital                       1,271,816      545,638
       Deficit accumulated during development            (941,435)    (642,714)
                                                        ---------    ---------
         Total stockholders' equity/(deficit)             344,425     (158,654)
                                                        ---------    ---------

     Total Liabilities & Stockholders' Equity/(Deficit) $ 450,000    $ 100,000
                                                        =========    =========

<FN>
       See notes to financial statements.
</TABLE>

                                       2

                                    - 15 -
===============================================================================
<PAGE>
                             VIASTAR HOLDINGS,INC.
                         (A Development Stage Company)
<TABLE>
                           Statements of Operations

<CAPTION>
                                              Year Ended            Inception
                                         ---------------------    (01/06/93) to
                                         12/31/01    12/31/00       12/31/01
                                         ---------   ---------       ---------
<S>                                      <C>         <C>             <C>
     Revenue                             $    -      $   -           $   -
                                         ---------   ---------       ---------
        Total Revenues                        -          -               -

     General & Administrative Expenses     298,721    432,268         950,044
                                         ---------   ---------       ---------
        Total General & Administrative
               Expenses                    298,721    432,268         950,044
                                         ---------   ---------       ---------

     Net loss                            $(298,721)  $(432,268)      $(950,044)
                                         =========   =========       =========

       Basic loss per share              $  (0.15)   $  (0.08)
     Weighted average number of common   =========   =========
       shares outstanding                2,016,950   5,364,164
                                         =========   =========
<FN>
       See notes to financial statements.
</TABLE>

                                       3

                                    - 16 -
===============================================================================
<PAGE>
                             VIASTAR HOLDINGS,INC.
                         (A Development Stage Company)
<TABLE>
           Statement of Changes in Stockholders' Equity/Deficit)

<CAPTION>
                                                                                   Accumulated
                                  Common Stock          Additional                 Deficit
                             ----------------------     Paid in      Subscription  During
                               Shares     Par Value     Capital      Receivable    Development       Total
                             ---------    ---------     ----------   ---------     ---------       ---------
                             <C>          <C>           <C>          <C>           <C>             <C>
Balance, Inception
 (January 6, 1993)                -       $    -        $     -      $    -        $    -          $    -

  February 1, 1993, Shares
  Issued for cash net of
  offering cost                 18,600         -             1,860        -             -              1,860
                             ---------    ---------     ----------   ---------     ---------       ---------

Balance, December 31, 1993      18,600         -             1,860        -             -              1,860

  Net loss                        -            -              -           -           (2,310)         (2,310)

  December 17, 1997; 100:1
  Forward stock split        1,841,400         -              -           -             -               -

  December 17, 1997; Change
  in par value ($0 to $.001)      -           1,860         (1,860)       -             -               -
                             ---------    ---------     ----------   ---------     ---------       ---------

Balance, December 31, 1997   1,860,000        1,860           -           -           (2,310)           (450)

  Net loss                        -            -              -           -           (1,100)         (1,100)
                             ---------    ---------     ----------   ---------     ---------       ---------

Balance, December 31, 1998   1,860,000        1,860           -           -           (3,410)         (1,550)

  April 16, 1999;  Shares
  issued for services
  (at par)                   2,000,000        2,000           -           -             -              2,000

  Net loss                        -            -              -           -         (207,036)       (207,036)
                             ---------    ---------     ----------   ---------     ---------       ---------

Balance, December 31, 1999   3,860,000        3,860           -           -         (210,446)       (206,586)

  July 27, 2000; Shares
  issued for services
  ($0.10 per share)          2,022,000        2,022        200,178        -             -            202,200

  July 27, 2000; Donated
  Services                        -            -           137,500        -             -            137,500

  August 23, 2000 Shares
  issued for conversion
  of Notes Payable
  ($0.10 per share)          1,000,000        1,000         99,000        -             -            100,000

  September 15, 2000 Shares
  issued for subscription
  receivable ($0.10 per
  share)                     1,000,000        1,000         99,000     (69,500)         -             30,500

  December 4, 2000 Shares
  Issued for cash
  ($0.25 per share)             40,000           40          9,960        -             -             10,000

  Net loss                                                    -           -         (432,268)       (432,268)
                             ---------    ---------     ----------   ---------     ---------       ---------

Balance, December 31, 2000   7,922,000    $   7,922     $  545,638   $ (69,500)    $(642,714)      $(158,654)

  Additional shares
  issued for transaction
  made in 2000                  40,000         -              -           -             -               -

  February 9, 2001; Shares
  issued for accounts
  payable ($0.10 per
  share)                       385,000          385         38,115        -             -             38,500

  February 9, 2001; Shares
  issued for salaries
  payable ($0.10 per
  share)                       750,000          750         74,250        -             -             75,000

  May 3, 2001; Shares
  issued for conversion
  of loan payable ($0.06
  per share)                   833,000          833         49,167        -             -             50,000

  Stock split (1:10)        (9,930,000)        -              -           -             -               -

  September 11, 2001;
  shares issued for
  conversion of related
  party payable ($0.26
  per share)                   453,846          454        118,346        -             -            118,800

  September 30, 2001;
  shares issued for
  subscription
  receivable ($ 0.10

  per share)                 3,000,000        3,000        297,000        -             -           (300,000)

  September 30, 2001;
  shares issued for
  subscription
  receivable ($0.10
  per share)                   500,000          500         49,500        -             -            (50,000)

  November 02, 2001;
  shares issued for
  salaries payable
  ($0.50 per share)            200,000          200         99,800        -             -            100,000


  Cancellation of
  stock subscription
  in year 2000                    -            -              -         69,500          -             69,500

  Net loss                        -            -              -           -             -               -

  December 31, 2001               -            -              -           -         (298,721)       (298,721)
                             ---------    ---------     ----------   ---------     ---------       ---------

Balance, December 31, 2001   5,146,846    $  14,044     $1,271,816   $    -        $(941,435)      $ 344,425
                             =========    =========     ==========   =========     =========       =========

<FN>
       See notes to financial statements.
</TABLE>
                                       4

                                    - 17 -
===============================================================================
<PAGE>
                             VIASTAR HOLDINGS,INC.
                         (A Development Stage Company)
<TABLE>
                           Statements of Cash Flows

<CAPTION>
                                              Year Ended            Inception
                                         ---------------------    (01/06/93) to
                                         12/31/01     12/31/00      12/31/01
                                         ---------   ---------      ---------
<S>                                      <C>         <C>            <C>
Cash flows from operating activities -
  Net loss                               $(298,721)  $(432,268)     $(941,435)
      Write down of screenplay right       100,000      50,000        150,000
      Donated services                        -        137,500        137,500

      Common stock issued for services,
         tender of notes payable, and
         accrued salaries                  263,500     202,200        469,560
      Prepaid expenses                        -         13,581           -
      (Increase)/Decrease in notes
         receivable                       (350,000)       -          (350,000)
      Increase/(Decrease in loan payable  (118,800)       -              -
      Increase/(Decrease in due related
         party                             (50,000)      6,777        (50,000)
      Increase/(Decrease)in current
         liabilities                        15,721     (87,090)       155,575
                                         ---------   ---------      ---------
Cash used in operating activities         (438,300)   (109,300)      (428,800)

  Investment in subsidiary                (100,000)       -          (100,000)
  Acquisition of screenplay rights            -           -          (150,000)
                                         ---------   ---------      ---------
Cash used in investing activities         (100,000)       -          (250,000)

Cash flows from financing activities -
  Stock issued from notes receivable       350,000        -           350,000
  Decrease of screenplay loan              118,800     (31,200)       118,800
  Cash received for stock issued              -         40,500         40,500
  Proceeds on loan advance                    -        100,000        100,000
  Additional paid in capital                  -           -              -
  Cancellation of subscription receivable   69,500        -           69,500
                                         ---------   ---------      ---------
Net cash provided by financing activities  538,300     109,300        678,800

  Net change in cash                          -           -              -
  Cash at beginning of year                   -           -              -
                                         ---------   ---------      ---------

  Cash end of year                       $    -      $    -         $    -
                                         =========   =========      =========


Supplemental information:
  - No interest or taxes were paid.
<FN>
       See notes to financial statements.
</TABLE>
                                       5

                                    - 18 -
===============================================================================
<PAGE>
                             VIASTAR HOLDINGS,INC.
                         (A Development Stage Entity)

                       Notes to the Financial Statements

NOTE 1.   HISTORY AND ORGANIZATION OF THE COMPANY

The Company was organized January 6, 1993, under the laws of the state of
Nevada, as Lotus Enterprises, Inc. on February 1, 1993. The Company issued
18,600 shares of its no par value common stock for $1,860. On December 17,
1997, the State of Nevada approved the Restated Articles of Incorporation,
which increased its authorized capital to 25,000,000 common shares. The change
of no par value common shares to par value of $0.001, and a forward stock split
of 100:1 thus increasing the outstanding common stock from 18,600 shares to
1,860,000 shares. On April 6, 1999 the State of Nevada approved the Restated
Articles of Incorporation, which changed its name to ClubCharlie.com, Inc. The
Company on January 22, 2001 held special shareholders meeting and voted on a
name change to Viastar holdings, Inc. The Company received acceptance from the
State of Nevada approving the Certificate Amending Articles of Incorporation.
The Company approved and executed a 10 for 1 reverse split on July 23, 2001.


NOTE 2.   ACCOUNTING POLICIES AND PROCEDURES

a.   Basis of Accounting

The Company uses the accrual method of accounting. The Company has elected a
December 31, year end.

b.   Basic Earnings (Loss) Per Share

In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for
earnings (loss) per share for entities with publicly held common stock.  SFAS
No. 128 supersedes the provisions of APB No. 15, and requires the presentation
of basic earnings (loss) per share and diluted earnings (loss) per share.  The
Company has adopted the provisions of SFAS No. 128 effective June 23, 1999
(inception).

Basic net loss per share amounts is computed by dividing the net income by the
weighted average number of common shares outstanding.  Diluted earnings per
share are the same as basic earnings per share due to the lack of dilutive
items in the Company.

c. Cash Equivalents

The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.

NOTE 2.   ACCOUNTING POLICIES AND PROCEDURES (CONTINUED)

d.   Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

e.  Income Taxes

The Company accounts for income taxes using the asset and liability method.
Under the asset and liability method, deferred income taxes are recognized for
the tax consequences of "temporary differences" by applying enacted statutory
tax rates applicable to future years to differences between the financial
statement carrying amounts and the tax bases of existing assets and
liabilities.  Deferred tax assets are reduced by a valuation allowance when, in
the opinion of management, it is more likely than not that some portion or all
of the deferred tax assets will not be realized.

f.  Research and Development

Research and development costs related to the Company's website are expensed as
incurred as required by Statement of Financial Accounting Standards No. 2,
"Accounting for Research and Development Costs," and EITF 00-2 "Accounting for
Website Development Costs".

g.  Stock-Based Compensation


In accordance with the provisions of Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation," (FAS 123), the
Company has elect to follow Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," (APB 25) and related
interpretations in accounting for its employee stock options plans. Under APB
25, if the exercise price of the Company's employee stock options equals or
exceeds the fair value of the underlying stock on the date of grant, no
compensation is recognized.

NOTE 2.   ACCOUNTING POLICIES AND PROCEDURES (CONTINUED)

h.  Concentration of Credit Risk

The Company maintains cash and cash equivalents with a single financial
institution. The Company performs evaluations of the relative credit standing
of the financial institution. The Company has no sustained losses from these
instruments.

NOTE 3.   NOTES RECEIVABLE

The Company issued 3,500,000 shares of common stock to an affiliate of an
officer and a director of the Company secured by a recourse note receivable.

NOTE 4.   INVESTMENT IN SUBSIDIARY

The Company transferred its rights to the screenplay "The Misadventures of
Charlie Chance" to All4 Entertainment, Inc. in exchange for 100% of its common
stock.  The Company plans to continue marketing and promoting the screenplay
through this wholly owned subsidiary.

NOTE 5.   WARRANTS AND OPTIONS

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

NOTE 4.   GOING CONCERN

The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has minimal current source of revenue. Without
realization of additional capital, it would be unlikely for the company to
continue as a going concern. It is management's plan to seek additional capital
through the sale of its securities through private placements.

NOTE 5.  INCOME TAXES


                                                  As of December  31,
                                                2001               2000
                                             ----------         ----------
Deferred tax assets/ (liability):            $  320,088         $  218,523
Income tax expense :                             - 0 -              - 0 -
                                             ----------         ----------
Valuation allowance                            (320,088)          (218,523)
                                             ----------         ----------
Net deferred tax assets                      $   - 0 -          $    -0-
                                             ==========         ==========

Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and
carryforwards are expected to be available to reduce taxable income.  As the
achievement of required future taxable income is uncertain, the Company
recorded a valuation allowance.

NOTE 6.  SCHEDULE OF NET OPERATING LOSSES


1997  Net Operating Loss                   (2,310)
1998  Net Operating Loss                   (1,100)
1999  Net Operating Loss                 (207,036)
2000  Net Operating Loss                 (432,268)
2001  Net Operating Loss                 (298,721)
                                      -----------
Net Operating Loss                    $  (941,435)

As of December 31, 2001, the Company has net operating losses carryforward of
approximately $ 941,435, which will expire 20 years from the date the loss was
incurred.



                                    - 22 -
===============================================================================
<PAGE>

Item  8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE

The registrant dismissed the accounting firm of Ramirez International
APC (Formerly Strabella & Ramirez, APC) on January 24, 2002.Ramirez
International was previously engaged as the principal accountant to audit
the Registrant's financial statements from December 31, 1999 through
March 31, 2001.

The decision to change accountants was recommended by the Chairman to the Board
of Directors of the Company.  The Company has engaged the accounting firm of
Armando C. Ibarra, CPA's on January 25, 2002 as the principal accountant to
audit the Registrants' most recent fiscal years and any subsequent interim
period prior to engaging them.

There were no disagreements between the Company and the Former Auditor on any
matter of accounting principles or practices, financial statement disclosure or
auditing, scope, or procedure, prior to the engagement of the New Auditor,
there were no consultations between the Company and the New Auditor relating to
disclosable disagreements with the Former Auditor, how accounting principles
would be applied by the New Auditor to a specific transaction, or the type of
an opinion the New Auditor might render.

PART III


Item  9.  DIRECTORS, EXECUTIVE OFFICERES, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The following table sets forth all of the current directors and executive
officers of the Company, their ages and the offices they hold with the Company
as of March 28, 2002. Executive officers and employees serve at the discretion
of the Board of Directors. All directors hold office until the next annual
meeting of stockholders of the Company and until their successors have been
duly elected and qualified.
<TABLE>
DIRECTORS, EXECUTIVE OFFICERS PROMOTERS AND CONTROL PERSONS.
<CAPTION>
===============================================================================
Name                       Age          Position
-------------------------------------------------------------------------------
<S>                       <C>           <C>
George Malasek             36           Chief Executive Officer, President and
                                        Chairman of the Board
-------------------------------------------------------------------------------
Kenneth Yonika             39           Chief Financial Officer, Treasurer and
                                        Secretary
-------------------------------------------------------------------------------
Zee Batal                  43           Director
===============================================================================
</TABLE>

George Malasek, age 36, became Chief Executive Officer, President and Chairman
of the Board in July 2001.  Mr. George Malasek, in addition is a founder and
Managing Director of Pacific Crest Equity Partners, Inc. an international
merchant banking firm. Mr. Malasek through this company and its predecessor has
been providing consulting services to numerous public companies investment
banks and private funds, encompassing the years 1995 through present day. Mr.
Malasek is a seasoned financial professional, raised in Munich, Germany and
educated in the United States. During his extensive career, Mr. Malasek has
concentrated in corporate finance, capital markets, mergers & acquisitions and
international trade and finance. Mr. Malasek has been a senior member of a
corporate finance buyout, corporate valuation and financing.

Kenneth J. Yonika, 39, became the Company's Chief Financial Officer, Treasurer
and Secretary during May 2000. Mr. Yonika's background includes direct
corporate and "Big Six" accounting experience with a degree in Accounting.
Mr. Yonika has in the past worked with numerous public companies as a
consultant and sometimes as Chief Financial Officer and/or Director. During the
year ending December 31, 2000, Mr. Yonika held the position of both Director
and Chief Financial Officer of 2doBiz.com, Inc. DOBZ:OTC/BB).  Mr. Yonika in
addition is a founder and Managing Director of Pacific Crest Equity Partners,
Inc.  Mr. Yonika currently holds the position of Chief Financial Officer and
Secretary for NatureWell, Incorporated (NAWL: OTC/BB) a publicly traded
nutraceutical company.

Zee Batal, age 43, was the Company's former Chief Executive Officer, President
and Chairman of the Board. Mr. Batal currently holds the title of Director.
Mr. Batal is also the President and Director of the Company's subsidiary
All4Entertainment, Inc.  Prior to joining Viastar Holdings, Inc., Mr. Batal
served as the President of Ultimate Cigar Company.

All directors hold office until the next annual meeting of the shareholders and
the election and qualification of their successors. Officers are elected
annually by the Board of Directors and serve at the discretion of the Board of
Directors.

                                    - 23 -
===============================================================================
<PAGE>

Item 10.  EXECUTIVE COMPENSATION

RECEIPT OF COMPENSATION REGARDLESS OF PROFITABILITY.  The officers, directors
and employees of the Company may be entitled to receive compensation, payments
and reimbursements regardless of whether the Company operates at a profit or a
loss. Any compensation received by the officers, directors and management
personnel of the Company will be determined from time to time by the Board of
Directors of the Company. Officers, directors and management personnel of the
Company are reimbursed for any out-of-pocket expenses incurred on behalf of the
Company.

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION.  Specified below, in tabular
form, is the aggregate annual compensation of the Company's Chief Executive
Officer as well as all other executive officers as of December 31, 2001.

<TABLE>
                          SUMMARY COMPENSATION TABLE
<CAPTION>
                                         Annual Compensation                   Long-Term Compensation
                                  ----------------------------------   --------------------------------------
                                                        Other Annual   Restricted   Securities    All Other
Name and                           Salary      Bonus    Compensation     Stock      Underlying   Compensation
Principal Position        Year      ($)         ($)         ($)        Awards ($)   Options(#)       ($)
-----------------------   ----   -----------   ------   ------------   ----------   ----------   ------------
<S>                       <C>   <C>            <C>      <C>            <C>          <C>          <C>

George Malasek            2001       -            -     $  60,000(1)        -            -            -
Chief Executive Officer,  2000       -            -          -              -            -            -
President and Director

Zee Batal                 2001       -            -          -              -            -            -


Director                  2000  $ 150,000         -          -              -            -            -

Kenneth Yonika            2001       -            -     $  60,000(1)        -            -            -
Chief Financial Officer   2000       -            -     $  20,000(2)        -            -            -
Treasurer, and Secretary

--------------------
     (1)     Includes the fair market value of shares that were issued in lieu
             of cash for services provided.  Both Mr. Malasek and Mr. Yonika
             are co-owners of the businesses that received this income.
     (2)     Includes 20,000 shares issued for director services (post-split).
<FN>

</TABLE>

                                    - 24 -
===============================================================================
<PAGE>
<TABLE>
                     OPTION GRANTS IN THE LAST FISCAL YEAR

The following table sets forth certain information regarding stock options
granted to the named executive officers during the fiscal year ended
December 31, 2001. No stock appreciation rights were granted to these
individuals during such year.
<CAPTION>
                                   Individual Grants
                         --------------------------------------
                         Number of    Percent of       Exercise
                         Securities   Total Options    or
                         Underlying   Granted to       Base
                         Options      Employees in     Price      Expiration
Name                     Granted(#)   Fiscal Year(1)   ($/Sh)        Date
----------------------   ----------   --------------   --------   ----------
<S>                      <C>          <C>              <C>        <C>
George Malasek                -             -          $ 0.000        --
Chief Executive Officer,
President and Chairman
of the Board

Kenneth Yonika                -             -          $ 0.000        --
Chief Financial Officer,
Treasurer and Secretary

Zee Batal                     -             -          $ 0.000        --
Director
-----------------------------------------------------------------------------
</TABLE>

<TABLE>
              AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                       FISCAL YEAR END OPTION VALUES

The following table sets forth certain information with respect to the exercise
of stock options during the fiscal year ended December 31, 2001 by the named
executive officers and the number and value of unexercised options held by each
of the named executive officers as of December 31, 2001:

<CAPTION>
                         Shares               Number of Securities Under-      Value of Unexercised
                        Acquired               lying Unexercised Options     In-the- Money Options at
                           on        Value       at Fiscal Year-End (#)         Fiscal Year-End ($)
                        Exercise   Realized   ---------------------------   ---------------------------
Name                      (#)        ($)      Exercisable   Unexercisable   Exercisable   Unexercisable
----------------------- --------   --------   -----------   -------------   -----------   -------------
<S>                     <C>        <C>        <C>           <C>             <C>           <C>
George Malasek              -          -           0              0             $0             $0
Chief Executive Officer,
President and Chairman
of the Board

Kenneth Yonika              -          -           0              0             $0             $0
Chief Financial Officer
and Director

Zee Batal
Director                    -          -           0              0             $0             $0
--------------------
</TABLE>


                                    - 25 -
===============================================================================
<PAGE>
<TABLE>
Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the Company's
Common Stock beneficially owned as of March 28, 2002 (i) by each person who is
known by the Company to own beneficially more than 5% of the Company's Common
Stock and (ii) by each of the Company's directors, Named Executive Officers and
by all executive officers and directors as a group.

<CAPTION>
NAME AND ADDRESS                SHARES OWNED    PERCENTAGE OF CLASS
-----------------------------   -------------   -------------------
<S>                             <C>             <C>
George Malasek,
Chief Executive Officer
Carlsbad, California              3,600,000(1)         69.95%

Zee Batal,                          446,109             8.67%
Director
Carlsbad, California

Ken Yonika, Chief Financial
Officer and Director              3,120,000(1)         57.78%
San Diego, California

Directors and Officers as a       4,066,109            79.02%
group

<FN>
(1) Includes 100,000 shares owned by four separate companies that Mr. Malasek
and Mr. Yonika are affiliated with and 3,000,000 shares subscribed to by a
company jointly owned by Mr. Malasek and Mr. Yonika.
</TABLE>

Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Party Transactions. On or about July 13, 1999, the Company and Charlie
Chance Productions, a Canadian corporation ("Charlie Chance") entered into an
Original Screenplay Acquisition Agreement ("Agreement"). According to the terms
of the Agreement, the Company purchased from Charlie Chance all rights, title
and interest in all properties, interests, rights and claims to the original
story plot entitled "The Misadventures of Charlie Chance". In exchange, the
Company agreed to execute a promissory note in favor of Charlie Chance in the
amount of One Hundred Fifty Thousand Dollars ($150,000.00). The promissory note
included a repayment term of six (6) months and bore no interest. The Company
also agreed to execute a royalty agreement whereby Charlie Chance would be
entitled to ten percent (10%) of the net profits. Zee Batal, an officer and a
director of the Company, is the sole officer, sole director and sole
shareholder of Charlie Chance.  Mr. Batal subsequent to December 31, 2000 sold
Charlie Chance Productions to a relative who continues to carry out the same
business plan.

                                    - 26 -
===============================================================================
<PAGE>
January 13, 2000 the Company negotiated a six-month extension of the due date,
then in 2001 the due date was extended to December 31, 2001.  The Company is
conducting a private placement pursuant to Section 4(2) of the Securities Act
of 1933 ("Act") and Rule 506 of Regulation D. 40,000 shares have been sold
through March 28, 2002.

The Company received an advance of $50,000 from a relative of an officer and
director of the Company. The advance is non-interest bearing and payable on
demand.  The Company settled this note payable for 83,300 shares of common
stock as of March 28, 2002.

EMPLOYMENT CONTRACTS.  In August 1999, the Company executed employment
contracts with two officers providing management and marketing services and
overseeing the establishment of the Company's operations.  During fiscal
year 2000, one of the employment contracts with the officers was mutually
voided and all unpaid salaries and severance requirements were waived.
This has been treated as contributed capital in the accompanying financial
statements. The remaining contract is for a five year term with the remaining
officer earning $150,000 per year.  The contract includes an additional $600
monthly to each officer for a car allowance, permits annual increases and is
renewable.  If the contract is terminated "without cause," the Company is
required to pay one-year severance.


ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

          (a)  Listed below are the documents filed as a part of this report:

               1.   Financial Statements and the Independent Auditors' Report:

               2.   Financial Statement Schedules:

               3.   Exhibits:

                     3.1 *    Amended and Restated Certificate of Incorporation

                     3.2 *    Bylaws of the ClubCharlie.com, Inc.

                    10.1 *    Original Screenplay Acquisition Agreement with
                              Charlie Chance Productions, Inc.

                    10.3 *    Employment Agreement with Zee Batal

                    23.1      Consent of Independent Auditors


                    *    Incorporated by reference to the Company's
                         Form 10-SB12G filed with the Securities and
                         Exchange Commission on December 13, 1999.

          (b)  The Registrant did not file any reports on Form 8-K during
               the year ended December 31, 2001.


                                    - 27 -
===============================================================================
<PAGE>


SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


Date:  April 1, 2002                      By:  /s/ George Malasek
       -------------                            --------------
                                                George Malasek
                                                Chief Executive Officer,
                                                President and Chairman of the
                                                Board


     In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.


Date:  April 1, 2002                   By:  /s/ George Malasek
       -------------                            --------------
                                                George Malasek
                                                Chief Executive Officer,
                                                President and Chairman of the
                                                Board

Date:  April 1, 2002                   By:  /s/ Kenneth Yonika
       -------------                            --------------

                                                Kenneth Yonika
                                                Chief Financial Officer,
                                                Treasurer and Secretary



                                    - 28 -

<PAGE>