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, 2000

                                      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. (formerly known as ClubCharlie.com, 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.)

       4275 EXECUTIVE SQUARE, SUITE 1180 LA JOLLA, CALIFORNIA   92037
       ----------------------------------------------------------------
       (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)              (ZIP CODE)

     REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (877) 882-5822


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, 2000.

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 May 15, 2001, was approximately $ 193,000.

As of May 15, 2001, there were 9,930,000 shares of the Registrant's common
stock, $.001 par value per share, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

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

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<PAGE>
VIASTAR HOLDINGS, INC.
FORM 10-KSB ANNUAL REPORT
<TABLE>
TABLE OF CONTENTS
<CAPTION>
                                                            PAGE
<S>                                                         <C>
PART I

Item     1.    Description of Business                        3
Item     2.    Description of Property                        9
Item     3.    Legal Proceedings                             10
Item     4.    Submission of Matters to a Vote of            10
               Security Holders

PART II

Item     5.    Market for Common Equity and Related          10
               Stockholder Matters
Item     6.    Management's Discussion and Analysis          11
               or Plan of Operations
Item     7.    Financial Statements and Supplementary Data   13
Item     8.    Changes in and Disagreements with             23
               Accountants on Accounting and
               Financial Disclosure

PART III

Item     9.    Directors, Executive Officers,                23
               Promoters and Control Persons;
               Compliance with Section 16(a) of
               the Exchange Act
Item    10.    Executive Compensation                        24
Item    11.    Security Ownership of Certain Beneficial      27
               Owners and Management
Item    12.    Certain Relationships and Related             27
               Transactions
Item    13.    Exhibit and Reports on Form 8-K               27
</TABLE>

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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.  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 $.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 increased its authorized
capital to 50,000,000 common shares. The Company changed its name to
ClubCharlie.com, Inc. The Company on January 22, 2001 held a 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.

BUSINESS OF COMPANY.  The Company and management intend to develop numerous
portfolios in the field of media and entertainment. Viastar's primary
portfolio, ClubCharlie.com, is a multimedia marketing company integrating
motion picture and television production with e-commerce and database
development.  The Company plans to produce, distribute and market children and
family films domestically and internationally.  The Company also plans to
design and develop websites, establish membership programs emphasizing the
characters and themes of its productions and develop corporate partnerships,
all with an emphasis on the interests and needs of children and their families.

Clubcharlie.com creates the community model by providing a membership with
distinctively focused information and by allowing members to merge meaningful
content with communication. Clubcharlie.com further enhances the value
proposition and "sense of community" with a card-based loyalty program that
provides recognition and exclusive benefits at a variety of affiliated
locations. In addition, the exposure generated by the film and television
series ensures a continuing stream of new consumers for member acquisition.

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

To realize a higher yield from each project, the Company will solicit partners
and license rights to secure outside financing through private investors and/or
distributors to produce projects that merit exploitation in the digital domain.

The Company intends to penetrate the market rapidly through a series of
strategic initiatives, including:

*    Establishing a website, which will become the definitive "portal for kids"
*    Establishing a relationship with a non-profit organization that provides a
     platform to attract parental support and corporate partners.
*    Establishing a series of corporate partnerships with organizations
     interested in increasing customer loyalty within the Clubcharlie.com
     audience of kids and their families.
*    Producing a feature film and accompanying television series that respects
     the sensibilities of today's kids yet provides a positive role model.
*    Creating a loyalty membership program that provides kids with a series of
     on-line and off-line benefits and recognition. Central to this program is
     the membership card and Personal Identification Number (PIN), which
     entitles members to benefits and discounts at participating restaurants,
     attractions or retailers, and may also provide calling card and debit card
     capabilities.
*    Creating a "currency" in the form of "Go Points" that can be earned or
     redeemed on-line, with participating vendors and corporate partners.

OUR WEBSITE.  We intend to develop and maintain a website concentrating on
children and 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 will 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) advice from social work professionals on
issues affecting children and their families; (v) 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.

MEMBERSHIP PROGRAM.  We anticipate that we will establish a membership program.
Those persons choosing to become members will be issued a personalized
membership card with a unique identification number. The membership card will
contain a magnetic strip that will be scanned at participating vendor locations
for instant discounts. With each transaction, the member will also receive
"points" redeemable at participating vendors and marketing partners. We believe
that this will encourage purchases while making it possible to track purchasing
trends. For each transaction using the membership card, we will earn
transaction fees.


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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.

INTERACTIVE MULTIMEDIA MARKETING.  We anticipate that we can generate
additional revenue by introducing our productions into new electronic
interactive mediums, such as (i) The Internet; (ii) Ride Simulation;
(iii) Adventure Games; (iv) Electronic Art/Performance; (v) Electronic Books;
(vi) Electronic Magazines; (vii) Interactive Education/Kids; (viii) Interactive
Entertainment/Kids; (ix) Interactive Movie/Interactive Drama; (x) Interactive
Music; (xi) Interactive Presentations/Kiosks; (xii) Interactive Storybook;
(xiii) Simulation/Strategy/Role Playing; (xiv) Twitch/Level Games; and
(xv) CD-ROM Movie Effects Studio Library.

MOTION PICTURE AND TELEVISION PRODUCTION.  We anticipate that we will produce
original motion pictures and television shows based on either recognizable
published story material or classic plays that have had successful theatrical
runs or have been critically acclaimed. We anticipate that this strategy will
attract recognizable talent who will adjust their normal salaries to
accommodate modestly budgeted productions. For character portrayal, we intend
to take advantage of proven talent. We, as an independent provider of made for
TV movies, intend to market "G-rated" movies, taking advantage of what we
perceive as the need for "high-profile - low budget" classical children's and
family film productions. We believe that these types of films may be profitable
with low budgets ($3 - 5 million to produce) and the stories have built-in name
and story recognition. We intend to build a network of relationships with
theatrical, videocassette and television distributors in territories outside of
the United States. Screenplay Acquisitions. During July 1999, the Company
acquired the rights, title and interest to the original story plot entitled,
"The Misadventures of Charlie Chance" from Charlie Chance Productions, a
Canadian corporation ("Charlie Chance"). We plan to develop, produce and
distribute the film sometime in the future.

CURRENT MARKET CONDITIONS.  We plan to supply low-budget feature films in the
markets served by independent production motion picture companies. We believe
that the low-budget feature film industry is the fastest growing area in the
motion picture film industry.

DISTRIBUTION.  We believe that most of our productions will be intended
primarily for foreign and domestic video distribution. However, if a project
tests positively with a research audience, we will seek third party prints and
advertising ("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. We intend 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.

INTERNET COMPETITION.  The Internet market is new, rapidly evolving and
intensely competitive. We expect competition to intensify even more in the
future. Barriers to opening a new Internet storefront are increasing.

We believe that the principal competitive factors in maintaining an Internet
website are selection, convenience, price, speed and accessibility, customer
service, quality of site content, and reliability and speed of fulfillment.
Many of our current and potential competitors have longer operating histories,
more customers, greater brand recognition, and significantly greater financial,
marketing and other resources. In addition, larger, well-established and well-
financed entities may acquire, invest in, or form joint ventures with our
competitors as the Internet, and e-commerce in general, becomes more widely
accepted.

The Internet and e-commerce are significantly competitive and competition is
expected to continue to increase significantly. There are no substantial
barriers to entry in these markets, and we expect that competition will
continue to intensify. Although we believe that the diverse segments of the
Internet market will provide opportunities for more than one supplier of
productions, products and services similar to those of ours, it is possible
that a single supplier may dominate one or more market segments. If competition
increases from these and other sources, we might have to respond to competitive
pressures by implementing pricing, marketing and other programs, or seeking
additional strategic alliances or acquisitions that may be less favorable than
would otherwise be established or obtained. Any such response to competitive
pressures could materially affect our business, results of operations and
financial conditions. We also have significant competition from other online
websites in international markets, including competition from United States-
based competitors, in addition to online companies that are already well
established in those foreign markets. Many of our existing competitors, in
addition to a number of potential new competitors, have significantly greater
financial, technical and marketing resources than us.


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<PAGE>
The market for Internet content is relatively new, rapidly changing and
significantly competitive. We expect competition for Internet content to
continue to increase and if we cannot compete effectively, our business could
be harmed. Moreover, we expect the number of websites competing for the
attention and spending of users, advertisers and sponsors to continue to
increase, because there are so few barriers to entry on the Internet. Increased
competition could result in advertising or sponsorship price reductions,
reduced margins or loss of market share, any of which could harm our business.
Competition will probably increase significantly, as new companies enter the
market and current competitors expand their services. Many of our potential
competitors will probably enjoy substantial competitive advantages, including
(i) larger numbers of users; (ii) larger numbers of advertisers; (iii) greater
brand recognition; (iv) more fully developed e-commerce opportunities;
(v) larger technical, production and editorial staffs; and (vi) substantially
greater financial, marketing, technical and other resources. If we do not
compete effectively or if we experience any pricing pressures, reduced margins
or loss of market share resulting from increased competition, our business
could be adversely affected. In the future, we expect to have competition in
the various special interests, demographic and geographic markets addressed by
media properties that are being developed. This competition may include
companies that are larger and better capitalized than we are and that has
expertise and established brand recognition in these markets. There can be no
assurance that our competitors will not develop Internet-related products and
services that are superior to those of ours or that achieve greater market
acceptance than our productions, products or services.

TECHNOLOGICAL CHANGES.  Our future success is substantially dependent upon
continued growth in the use of the Internet. E-commerce and the distribution of
goods and services over the Internet are relatively new, and predicting the
extent of further growth, if any, is difficult. There can be no assurance that
communication or commerce over the Internet will increase or that extensive
content will continue to be provided over the Internet. The Internet may not
prove to be a viable commercial marketplace for a number of reasons, including
lack of acceptable security technologies, potentially inadequate development of
the necessary infrastructure, such as a reliable network system, or timely
development and commercialization of performance improvements, including high
speed modems. In addition, to the extent that the Internet continues to
experience significant growth in the number of users and use, there can be no
assurance that the Internet infrastructure will continue to be able to support
the demands placed upon it by such potential growth or that the performance or
reliability of the Internet will not be adversely affected by this continued
growth. If use of the Internet does not continue to increase, or if the
Internet infrastructure does not effectively support growth that may occur, our
business, operating results, and financial condition would be materially and
adversely affected.

The market for Internet products and services is characterized by rapid
technological developments, evolving industry standards and customer demands,
and frequents new product introductions and enhancements. For example, to the
extent that higher bandwidth Internet access becomes more widely available
using cable modems or other technologies, we may be required to make
significant changes to the design and content of our online properties in order
to compete effectively. Our failure to adapt to these or any other
technological developments effectively could adversely affect our business,
operating results, and financial condition. Increasing users is critical to
increasing revenues. If we cannot increase the number of our users we may not
be able to generate additional revenues, which could leave us unable to
maintain or grow our business. To increase the number of our users, we must
(i) expand our content and communities; (ii) expand our network of distribution
partners; and (iii) increase brand recognition by advertising and syndication.
If we do not achieve these objectives to increase the number of our users, our
business could be harmed. Additionally, a significant element of our business
strategy is to develop loyal online communities, because we believe such
communities help retain actively engaged users. However, the concept of
developing these communities on the Web is unproven, and if we are not
successful, then it may be more difficult to increase the number of users.


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<PAGE>
If the Internet infrastructure continues to be unreliable, access to our
website may be impaired and our business may be harmed. Our success depends in
part on the development and maintenance of the Internet infrastructure. If this
infrastructure fails to develop or be adequately maintained, our business would
be harmed, because users may not be able to access our website. Among other
things, development and maintenance of a reliable infrastructure will require a
reliable network with the necessary speed, data capacity, security and timely
development of complementary products for providing reliable Internet access
and services. The Internet has experienced, and is expected to continue to
experience, significant growth in number of users and amount of traffic. If the
Internet continues to experience increased numbers of users, frequency of use
or increased bandwidth requirements, the Internet infrastructure may not be
able to support these increased demands or perform reliably. The Internet has
experienced a variety of outages and other delays as a result of damage to
portions of our infrastructure, and could experience additional outages and
delays in the future. These outages and delays could reduce Internet usage and
traffic on our website. In addition, the Internet could lose its viability
because of delays in the development or adoption of new standards and protocols
to handle increased levels of activity. If the Internet infrastructure is not
adequately developed or maintained, marketing and distribution of products and
services on our website may be reduced.

Our systems may fail due to natural disasters, telecommunications failures and
other events, any of which would limit user traffic. Fire, floods, earthquakes,
power loss, telecommunications failures, break-ins and similar events could
damage our communications hardware and computer hardware operations for our
website and cause interruptions in our services. Computer viruses, electronic
break-ins or other similar disruptive problems could cause users to stop
visiting our website. If any of these circumstances were to occur, our business
could be harmed. Our insurance policies may not adequately compensate us for
any losses that may occur due to any failures of or interruptions in our
systems. We do not presently have a formal disaster recovery plan. Our website
will eventually be required to accommodate a significant traffic and deliver
frequently updated information. The website may experience slower response
times or decreased traffic for a variety of reasons. In addition, our users
will depend on Internet Service Providers ("ISP's"), Online Service Providers
("OSP's") and other website operators for access to our website. Many of these
providers and operators have experienced significant outages in the past, and
could experience outages, delays and other difficulties due to system failures
unrelated to our systems. Any of these system failures could harm our business.

COMPETITION IN THE FILM INDUSTRY.  The business in which we intend to engage in
is significantly competitive. Each of our primary business operations is
subject to competition from companies, which, in some instances, have greater
production, distribution and capital resources than us. We compete for
relationships with a limited supply of facilities and talented creative
personnel to produce our films. We will compete with major motion picture
studios, such as Warner Brothers and The Walt Disney Company, in addition to
animation production companies, including Hanna Barbara and Film Roman, for the
services of writers, animators, actors and other creative personnel and
specialized production facilities. We also anticipate that we will compete with
a large number of United States-based and international distributors of
children's films, including The Walt Disney Company, Warner Brothers, and
Nickelodeon in the production of films expected to appeal to international
audiences. More generally, we anticipate we will compete with various other
leisure-time activities, such as home videos, movie theaters, personal
computers and other alternative sources of children's entertainment.

The production and distribution of theatrical productions, television
animation, videocassettes and videodisks are significantly competitive
businesses, as each competes with the other, in addition to other forms of
entertainment and leisure activities, including video games and on-line
services, such as the Internet. There is also active competition among all
production companies in these industries for services of producers, directors,
actors and others and for the acquisition of literary properties. The increased
number of theatrical films released in the United States has resulted in
increased competition for theater space and audience attention. Revenues for
film entertainment products depend in part on general economic conditions, but
the competitive situation of a producer of films is still greatly affected by
the quality of, and public response to, the entertainment product that such
producer makes available to the marketplace. There is strong competition
throughout the home video industry, both from home video subsidiaries of
several major motion picture studios and from independent companies, as well as
from new film viewing opportunities such as pay-per-view.


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We also anticipate competing with several major film studios, such as Paramount
Communications; MCA/Universal; Sony Pictures Entertainment; Twentieth Century
Fox; Time Warner; and MGM/UA Inc., which are dominant in the motion picture
industry, 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, other creative and technical personnel, and production
financing.

Our management believes that a production's theatrical success is dependent
upon general public acceptance, marketing technology, advertising and the
quality of the production. Our productions will compete with numerous
independent and foreign productions, in addition to productions produced and
distributed by a number of major domestic companies, many of which are
divisions of conglomerate corporations with assets and resources substantially
greater than that of ours. Our management believes that in recent years there
has been an increase in competition in virtually all facets of our business.
The growth of pay-per-view television and the use of home video products may
have an effect upon theater attendance and non-theatrical motion picture
distribution. As we may distribute productions to all of these markets, it is
not possible to determine how our business will be affected by the
developments, and accordingly, the resultant impact on our financial
statements. In the distribution of motion pictures, there is very active
competition to obtain bookings of pictures in theaters and television networks
and stations throughout the world. A number of major motion picture companies
have acquired motion picture theaters. Such acquisitions may have an adverse
effect on our distribution endeavors and our ability to book certain theaters
which, due to their prestige, size and quality of facilities, are deemed to be
especially desirable for motion picture bookings. In addition, our ability to
compete in certain foreign territories with either film or television product
is 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 our
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 more strictly enforce such quotas. Additional or more
restrictive quotas or stringent enforcement of existing quotas could materially
and adversely affect our business by limiting our ability to fully exploit our
productions internationally.

GOVERNMENT REGULATION OF THE INTERNET AND LEGAL UNCERTAINTIES.  We are not
currently subject to direct regulation by any government agency in the United
States, other than regulations applicable to businesses generally, and there
are currently few laws or regulations directly applicable to access to commerce
on the Internet. Because of the increasing popularity and use of the Internet,
it is possible that a number of laws and regulations may be adopted with
respect to the Internet, relating to issues such as user privacy, pricing and
characteristics and quality of products and services. For example, we may be
subject to the provisions of the recently enacted Communications Decency Act
("CDA"). Although the constitutionality of the CDA, the manner in which the CDA
will be interpreted and enforced and its on our operations cannot be
determined, it is possible that the CDA could expose us to substantial
liability. The CDA could also reduce the growth in the use of the Internet
generally and decrease the acceptance of the Internet as a communications and
commercial medium, and could, thereby, have a material adverse effect on our
business, results of operations and financial condition.


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A number of other countries have enacted or may enact laws that regulate
Internet content. Other nations, including Germany, have taken actions to
restrict the free distribution of material on the Internet, and the European
Union has recently adopted privacy and copyright directives that may impose
additional burdens and costs on our international operations. In addition,
several telecommunications carriers are attempting to have telecommunications
over the Internet regulated by the Federal Communications Commission ("FCC") in
the same manner as other telecommunications services. For example, America's
Carriers Telecommunications Association ("ACTA") has filed a petition with the
FCC for this purpose. In addition, because the growing popularity and use of
the Internet has burdened the existing telecommunications infrastructure and
many areas with high Internet use have begun to experience interruptions in
telephone service, local telephone carriers, such as Pacific Bell, have
petitioned the FCC to regulate ISPs and OSPs in a manner similar to long
distance telephone carriers and to impose access fees on the ISPs and OSPs.
If either of these petitions is granted, or the relief sought therein is
otherwise granted, the costs of communicating on the Internet could increase
substantially, potentially slowing the growth in use of the Internet, which
could in turn decrease the demand for our productions, products and services.

A number of proposals have been made at various federal, state and local
agencies that would impose additional taxes on the sale of goods and services
on the Internet. Such proposals, if adopted, could substantially impair the
growth of e-commerce, and could adversely affect our opportunity to derive
financial benefit from such activities. In addition, a number of other
countries have announced or are considering additional regulation in many of
the foregoing areas. Such laws and regulations, if enacted in the United States
or abroad, could fundamentally impair our ability to attract corporate
participation in our business, or substantially increase the cost of doing so,
which would have a material adverse effect on our business, operating results,
and financial condition. Moreover, the applicability to the Internet of the
existing laws governing issues such as property ownership, copyright,
defamation, obscenity, and personal privacy is uncertain, and we may be subject
to claims that our products and services violate such laws. Any such new
legislation or regulation in the United States or abroad or the application of
existing laws and regulations to the Internet could have a material adverse
effect on our business, operating results, and financial condition.

WEBSITE SECURITY AND PRIVACY.  Concerns about transactional security may hinder
our sale of products and services and e-commerce in general. A significant
barrier to e-commerce is the secure transmission of confidential information on
public networks. Any breach in our proposed security could expose us to a risk
of loss or litigation and possible liability. We may rely on encryption and
authentication technology licensed from third parties to provide secure
transmission of confidential information. As a result of advances in computer
capabilities, new discoveries in the field of cryptography or other
developments, a compromise or breach of the algorithms we anticipate using to
protect customer transaction data may occur. A compromise of our security could
severely harm our business. A party who is able to circumvent our security
measures could misappropriate proprietary information, including customer
credit card information, or cause interruptions in the operation of our
proposed website. We may be required to spend significant funds and other
resources to protect against the threat of security breaches or to alleviate
problems caused by these breaches. However, protection may not be available at
a reasonable price or at all. Concerns regarding the security of e-commerce and
the privacy of users may also inhibit the growth of the Internet as a means of
conducting commercial transactions.

Our efforts to sell products and services may expose us to product liability
claims. We have no experience in the sale of products online and the
development of relationships with manufacturers or suppliers of these products.
Persons who purchase products may sue us if any of the products purchased from
our website are defective, fail to perform properly or injure the user.
Liability claims could require us to spend significant time and money in
litigation or to pay significant damages. As a result, any such claims, whether
or not successful, could severely harm our business.


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Our success and ability to compete may be significantly dependent on our
proprietary content. We anticipate that we will rely exclusively on copyright
law to protect our proprietary content. Although we will take action to protect
our proprietary rights, that action may not be adequate to prevent the
infringement or misappropriation of the content of our website. Infringement or
misappropriation of such content or intellectual property could materially harm
our business. We may be required to obtain licenses from others to refine,
develop, market and deliver new services. We cannot make assurances that we
will be able to obtain any such licenses on commercially reasonable terms, or
at all, or that rights granted pursuant to any licenses will be valid and
enforceable. Because of the global nature of the Internet, it is possible that,
although transmissions by us over the Internet originate primarily in the State
of California, the governments of other states and foreign countries might
attempt to regulate our transmissions or prosecute us for violations of their
laws. There can be no assurance that violations of local laws will be alleged
or charged by state or foreign governments, that we might not unintentionally
violate such law or that such laws will not be modified or new laws enacted, in
the future. Any of the foregoing developments could have a material adverse
effect on our business, results of operations, and financial condition.

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 our 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, is 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 our ability to exploit our productions
completely.

Voluntary industry embargoes or United States government trade sanctions to
combat piracy, if enacted, could impact the amount of revenue that we realize
from the international exploitation of our productions. The Motion Picture
Industry, including us, 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 adopt, new laws, regulations and policies regarding a wide
variety of matters that may affect, directly or indirectly, the operation,
ownership and profitably of our business.


Item  2.  DESCRIPTION OF PROPERTY

THE COMPANY'S FACILITIES.  Through May 15, 2001, the Company occupies
facilities provided by one or more of the Company's directors at no charge to
the Company. The Company's previous office space was located at 10717 Wilshire
Boulevard, Suite 1104, Los Angeles, California 90024. The Company moved it's
corporate offices during fiscal year 2000 to 4275 Executive Square, Suite 1180,
La Jolla, California 92037. The Company's current offices are part of an
executive suite with secretarial services. The Company rents the space on a
monthly basis between $300 to $500 per month based on usage of services only.

The Company's web sites are http://www.viastarholdings.com and
http://www.clubcharlie.com.


                                    -  9 -
===============================================================================
<PAGE>

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 change
the Company's name to Viastar Holdings, Inc. The Company on January 24, 2001
received acceptance of the Restated Articles of Incorporation by the State of
Nevada and applied for a symbol change to VIST on the Bulletin Board.



PART II


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

The Company participates in the OTC Bulletin Board, an electronic quotation
medium for securities traded outside of the NASDAQ Stock Market, under the
trading symbol "VIST". The Company prior to January 29, 2001 traded under the
symbol "CLUC" signifying the Company's previous name as ClubCharlie.com, Inc.
and prior to May 21, 1999 traded under the symbol "LUTS" signifying the
Company's previous name as Lotus Enterprises, Inc. The Company for the period
April 18, 2000 through December 19, 2000 had little trading activity due to its
delisting from the Bulletin Board.

The following sets forth the quarterly high and low bid prices during 2000 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.
<TABLE>
                                                    PRICE
                                          --------------------------
            QUARTER ENDED                  HIGH                LOW
          ------------------              ------              ------
<S>                                       <C>                 <C>
              March 31, 2000              $0.85               $0.25
               June 30, 2000              $1.00               $0.06
          September 30, 2000              $1.00               $0.06
           December 31, 2000              $0.31               $0.01
</TABLE>
The Company is authorized to issue 50,000,000 shares of $.001 par value common
stock. As of May 15, 2001, 9,930,000 shares of the Company's common stock were
issued and outstanding to 52 shareholders of record. The Company believes that
there are approximately 300 shareholders of the Company's common stock as
beneficial holders in street name.

DIVIDEND POLICY

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

RECENT SALES OF UNREGISTERED SECURITIES

During the year ended December 31, 2000 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.

1,500,000 shares of common stock to an officer of the Company as consideration
and settlement of accrued salary of $150,000.

1,000,000 shares of common stock in the aggregate to four unrelated parties as
consideration of cancellation of a note payable in the amount of $100,000.

400,000 shares of common stock to two directors of the Company as consideration
for services as directors of the Company totaling $40,000 in value.

122,000 shares of common stock to three vendors of the Company as consideration
for the payment of services and product totaling $12,200.

1,000,000 shares of common stock issued pursuant to a subscription receivable
in the amount of $100,000 to four entities in which the CFO is involved with in
a management capacity.

40,000 shares of common stock issued to three investors pursuant to a private
placement the Company conducted for total consideration of $10,000.

Each of the above persons or entity is a sophisticated investor and each has a
pre-existing business relationship with the Company. All of the shares were
issued pursuant to Section 4(2) of the Securities Act of 1933 and all of the
shares were issued without an underwriter.

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

The Company has not issued any equity securities during the year ended
December 31, 2000, which were not registered under the Securities Act of 1933,
as amended.


                                    - 10 -
===============================================================================
<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.

We have not realized any revenue from operations. The Company generated no
revenues during the year ended December 31, 2000, and management does not
anticipate any revenue until following the completion and production of the
movie and the Internet affinity program.

The Company's capital is limited. The Company anticipates operational costs
will be limited until such time as significant work has been undertaken
regarding the film and television series production, the marketing of planned
productions, and sponsorship programs.

We believe that the main sources of our revenue 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; (iii) advertising and
sponsorship revenues earned from website banner ads and web-based publications;
(iv) enrollment and annual renewal fees of as much as $10 per card holder
charged by attributing "negative point" balances to membership cards;
(v) transaction fees on any loyalty purchases made by our card holders on our
website or at a point-of sale at a participating merchant location;
(vi) interest earned on money being held by us for the future redemption of
membership points; (vii) breakage revenues received from unredeemed points; and
(viii) database access fees.


                                    - 11 -
===============================================================================
<PAGE>
Our success is materially dependent upon our ability to satisfy additional
financing requirements. We are reviewing our options to raise substantial
equity capital. In order to satisfy our requisite budget, management has held
and continues to conduct negotiations with various investors. We anticipate
that these negotiations will result in additional investment income for us.
To achieve and maintain competitiveness, we may be required to raise
substantial funds. Our forecast for the period for which our financial
resources will be adequate to support our operations involves risks and
uncertainties and actual results could fail as a result of a number of factors.
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 has no cash as of
December 31, 2000.  The Company has maintained its payment of vendors from
borrowings from its officers and directors or through the receipt of
subscriptions receivable.

As of May 15, 2001, 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 has entered into a subscription
receivable related to the issuance of 1,000,000 shares for $100,000.
The Company received a portion of that subscribed to stock before year end in
the amount of $30,500, and as of May 15, 2001 another $15,000. The Company is
also conducting a 506 private placement offering in the amount of $500,000,
due to market conditions and the Company's financial condition, the Company has
received only $10,000 as of May 15, 2001.

EXPENSES.  During 2000, the Company's primary expenses were $225,000 in
salaries, and $64,860 in professional fees associated with its business
operations compared with $32,601 in salaries and $12,381 in professional
fees in 1999. The Company also incurred $112,898 in general and administrative
expenses during 2000, compared with $26,276 for 1999.  Additionally, the
Company during the year ended December 31, 2000 wrote down the capitalized
value of its screen play $50,000 because no significant progress was made
towards production during the year.

IMPACT OF THE YEAR 2000.  The Year 2000 (commonly referred to as "Y2K") issue
results fro fact that many computer programs were written using two, rather
than four, digits to identify the applicable year.  As a result, computer
programs with a time sensitive software may recognize a two-digit code for any
year I the next century as related to this century.  For example, "00", entered
in a date-field for the year 2000, may be interpreted as the year 1900,
resulting in system failures or miscalculations and disruptions of operations,
including, among other things, a temporary inability to process transactions or
engage in other normal business activities.  While it is still early to soon to
state positively that the Y2K transition has passed without mishap, we believe
that Y2K issues will not have a material adverse affect on our business.


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

Item  7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                             VIASTAR HOLDINGS,INC.
                       (FORMERLY CLUBCHARLIE.COM, INC.)
                         (A Development Stage Entity)

                             Financial Statements
                         as of and for the years ended
                          December 31, 1999 and 2000
                                   and from
                          Inception (January 6, 1993)
                           through December 31, 2000

<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


To:   The Board of Directors of
      ViaStar Holdings,Inc.

I have audited the accompanying balance sheets of ViaStar Holdings, Inc.
(a Nevada corporation) as of December 31, 2000 and 1999 and the related
statements of operations, stockholders' equity and cash flows for the period
then ended and from Inception (January 6, 1993) through December 31, 2000.
These statements are the responsibility of the Company's management.
My responsibility is to express an opinion on these statements based on the
audit.

I conducted the audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  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.  I believe that the audit provides a reasonable basis
for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of ViaStar Holdings, Inc.
as of December 31, 2000 and 1999 and the results of its operations and cash
flows for the period then ended and from Inception (January 6, 1993) through
December 31, 2000, in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern.  As discussed in Note 3 to the financial
statements, the Company has minimal capital resources presently available to
meet obligations that normally can be expected to be incurred by similar
companies, and with which to carry out its planned activities.  These
conditions raise substantial doubt about its ability to continue as a going
concern.  Management's plans regarding those matters are also described in
Note 3.  The financial statements do not include any adjustments relating to
the recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the company
cannot continue in existence.


Manuel J. Ramirez, CPA


May 21, 2001
Irvine, California

                                       1

                                    - 14 -
===============================================================================
<PAGE>
                             VIASTAR HOLDINGS,INC.
                       (FORMERLY CLUBCHARLIE.COM, INC.)
                         (A Development Stage Entity)
<TABLE>
                                Balance Sheets

<CAPTION>
                                                         12/31/99    12/31/00
                                                         ---------   ---------
<S>                                                      <C>         <C>
                         ASSETS
     Current assets:
       Cash                                              $    -      $    -
       Due from related party                                6,777        -
       Prepaid expenses                                     13,581        -
                                                         ---------   ---------
         Total current assets                               20,358        -

     Screenplay rights, at cost                            150,000     100,000
                                                         ---------   ---------

     Total Assets                                        $ 170,358   $ 100,000
                                                         =========   =========


      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
     Current Liabilities:
       Accounts payable and accrued liabilities          $  24,182    $ 25,844
       Related party advance                                50,000      50,000
       Amounts due officers and directors
            including salaries                             152,762      64,010
                                                         ---------   ---------
         Total current liabilities                         226,944     139,854

     Related party acquisition loan for screenplay         150,000     118,800

     Commitments and contingencies (See Note 3)               -           -

     Stockholders' equity:
       Common stock, $0.001 par value; 50,000,000 shares     3,860       7,922
         authorized; 3,860,000 and 7,922,500 shares issued
         and outstanding at December 31, 1999 and 2000
       Subscription Receivable                                -        (69,500)
       Additional Paid in Capital                             -        545,638
       Deficit accumulated during development             (210,446)   (642,714)
                                                         ---------   ---------
         Total stockholders' equity (deficit)             (206,586)   (158,654)
                                                         ---------   ---------

     Total Liabilities and Stockholders' Equity          $ 170,358     100,000
                                                         =========   =========

<FN>
       The accompanying notes are an integral part of these statements.
</TABLE>

                                       2

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

<CAPTION>
                                              Year Ended            Inception
                                         ---------------------    (01/06/93) to
                                         12/31/99     12/31/00       12/31/00
                                         ---------   ---------       ---------
<S>                                      <C>         <C>             <C>
     Revenue                             $    -      $    -          $    -

     Costs and expenses
       Salaries                            125,000     225,000         350,000
       Marketing                            15,273       9,156          24,429
       Research and development             18,106      12,875          30,981
       Professional fees                    32,601      64,860          97,461
       General and administrative           16,056      70,377          89,843
       Write down of screenplay rights        -         50,000          50,000
                                         ---------   ---------       ---------

     Net loss                            $(207,036)  $(432,268)      $(642,714)
                                         =========   =========       =========

     Net loss per share available to
       common stockholders:
       Basic and Diluted                   $(0.06)     $(0.08)         $(0.26)
     Weighted average number of common
       shares outstanding                3,279,178   5,364,164       2,464,688

<FN>
       The accompanying notes are an integral part of these statements.
</TABLE>

                                       3

                                    - 16 -
===============================================================================
<PAGE>
                             VIASTAR HOLDINGS,INC.
                       (FORMERLY CLUBCHARLIE.COM, INC.)
                         (A Development Stage Entity)
<TABLE>
                      Statements of Stockholders' Equity

<CAPTION>
                                                                                   Accumulated
                                  Common Stock         Additional                  Deficit
                             ----------------------    Paid in       Subscription  During
                               Shares     Par Value    Capital       Receivable    Development     Total
                             ---------    ---------    ----------    ---------     ---------       ---------
<S>                          <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)
                             =========    =========    ==========    =========     =========       =========

<FN>
       The accompanying notes are an integral part of these statements.
</TABLE>
                                       4

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

<CAPTION>
                                              Year Ended            Inception
                                         ---------------------    (01/06/93) to
                                         12/31/99     12/31/00      12/31/00
                                         ---------   ---------      ---------
<S>                                      <C>         <C>            <C>
Cash flows from operating activities -
  Net loss                               $(207,036)  $(432,268)     $(642,714)
    Adjustments to reconcile net loss to
    cash used in operating activities -
      Write down of screenplay right          -         50,000         50,000
      Donated services                        -        137,500        137,500
      Common stock issued for services       2,000     202,200        206,060

    Changes in assets and liabilities -
      Prepaid expenses                     (13,581)     13,581           -
      Due from related party                (6,777)      6,777           -
      Current liabilities                  225,394     (87,090)       139,854
                                         ---------   ---------      ---------
Cash used in operating activities             -       (109,300)      (109,300)

Cash flows from investing activities -
  Acquisition of screenplay rights        (150,000)       -          (150,000)
                                         ---------   ---------      ---------
Cash used in investing activities         (150,000)       -          (150,000)

Cash flows from financing activities -
  Loan to acquire screenplay rights        150,000        -           150,000
  Payment on screenplay loan                           (31,200)       (31,200)
  Cash received for stock issued              -         40,500         40,500
  Proceeds on loan advance                    -        100,000        100,000
                                         ---------   ---------      ---------
Cash provided by financing activities         -        109,300        109,300

  Net increase in cash                        -           -              -
  Cash, beginning of the period               -           -              -
                                         ---------   ---------      ---------

  Cash, end of the period                $    -      $    -         $    -
                                         =========   =========      =========


Supplemental information:
  - No interest or taxes were paid.
  - 2,022,000 shares of common stock were issued for services.
  - $137,500 in accrued officers salaries were forgiven and treated as
    contributed capital
  - $100,000 loaned in 2000 was converted to 1,000,000 shares of common stock.

<FN>
       The accompanying notes are an integral part of these statements.
</TABLE>
                                       5

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

                      Notes to the Financial Statements



1.        HISTORY AND OPERATIONS OF THE COMPANY

HISTORY AND BUSINESS ORGANIZATION.  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 $.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
increased its authorized capital to 50,000,000 common shares. The Company
changed its name to ClubCharlie.com, Inc. The Company on January 22, 2001 held
a 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.

OPERATIONS.  Planned principal operations have not yet commenced; activities to
date have been limited to forming the Company, assembling a management and
consultant team, obtaining initial capitalization and searching for talent.
The Company owns screenplay rights to "The Misadventures of Charlie Chance"
and intends to produce and distribute it to the wide-screen market. See Note 3.
In accordance with Statement of Financial Accounting Standard No.7, "Accounting
and Reporting by Development Stage Enterprises," the Company is considered a
development stage company.

                                       6

                                    - 19 -
===============================================================================
<PAGE>

2.        SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES

CASH AND CASH EQUIVALENTS.  The Company includes cash on deposit and short-term
investments with original maturities less than ninety days as cash and cash
equivalents in the accompanying financial statements.

ACCOUNTING ESTIMATES.  The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates that affect the reported amounts of assets and liabilities and
disclosures 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 may differ from those estimates.

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".

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 elected 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
option 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.

INCOME TAXES.  The Company has made no provision for income taxes because of
financial statement and tax losses since its inception.  A valuation allowance
has been used to offset the recognition of any deferred tax assets due to the
uncertainty of future realization.  The use of any tax loss carryforward
benefits may also be limited as a result of changes in Company ownership.

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
not sustained losses from these instruments.

FAIR VALUE OF FINANCIAL INSTRUMENTS.  The Company considers all liquid
interest-earning investments with a maturity of three months or less at the
date of purchase to be cash equivalents.  Short-term investments generally
mature between three months and six months from the purchase date.  All cash
and short-term investments are classified as available for sale and are
recorded at market using the specific identification method; unrealized gains
and losses are reflected in other comprehensive income.  Cost approximates
market for all classifications of cash and short-term investments; realized and
unrealized gains and losses were not material.

NET LOSS PER COMMON SHARE.  Basic loss per common share (Basic EPS) excludes
dilution and is computed by dividing net loss available to common shareholders
(the numerator) by the weighted average number of common shares outstanding
(the denominator) during the period.  Diluted loss per common share (Diluted
EPS) is similar to the computation of Basic EPS except that the denominator is
increased to include the number of additional common shares that would have
been outstanding if the dilutive potential common shares had been issued.
In addition, in computing the dilutive effect of convertible securities, the
numerator is adjusted to add back the after-tax amount of interest recognized
in the period associated with any convertible debt.  The computation of Diluted
EPS does not assume exercise or conversion of securities that would have an
anti-dilutive effect on net loss per share.  All potential common shares are
anti-dilutive; therefore, Basic EPS equal Diluted EPS.

RECLASSIFICATION. Certain balances in the accompanying statements from the
prior year have been reclassified to conform to the current year's
presentations.

                                       7

                                    - 20 -
===============================================================================
<PAGE>

3.        COMMITMENTS AND CONTINGENCIES

GOING CONCERN CONTINGENCY.  The Company has minimal capital resources presently
available to meet obligations that normally can be expected to be incurred by
similar companies, and with which to carry out its planned activities.  These
factors raise doubt about the Company's ability to continue as a going concern.
Management is seeking additional equity financing to fund planned operations;
management believes actions currently being taken provide the opportunity for
the Company to continue as a going concern.  However, there is no assurance
that the Company will be able to obtain such financing.  The accompanying
financial statements do not include any adjustments that might result from the
outcome of this uncertainty

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, an employment contract with one of 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.

FILM PRODUCTION AND DISTRIBUTION.  The Company intends to produce and
distribute the movie "The Misadventures of Charlie Chance."  The Company is
presently searching for talent and negotiating production and distribution
contracts; these costs are not yet determinable.


4.        RELATED PARTY TRANSACTIONS

SCREENPLAY ACQUISITION.  See Note 5.

RELATED PARTY ADVANCE.  The Company received an advance of $50,000 from a
relative of an officer and director.  The advance is non-interest bearing and
payable on demand.

RENT.  The officers of the Company currently work out of their own offices and
do not allocate any charges to the Company.

RESEARCH AND DEVELOPMENT.  During 1999, a director provided research and
development services to the Company, developing and maintaining the Company's
website.  During the year ended December 31, 1999, the Company paid $18,106 and
granted 28,000 stock options for these services.  These stock options expired
on December 31, 2000.   See Note 6.

DUE FROM RELATED PARTY.  The director who provided research and development
services to the Company was overpaid by $6,777.  The full balance was returned
to the Company in January 2000.

CONTRIBUTED CAPITAL.  In July 2000, Mr. Glen Chilton, former director,
President and Chief Executive Officer of the Company resigned his position and
forgave his salary that had been accruing since July 1999.  The total amount
that had accrued as of June 30, 2000 was $137,500. As noted in Note 3 this has
been treated as contributed capital in the accompanying financial statements.

PAYMENT TO RELATED PARTY.  During 2000, the Company paid $31,200 to Charley
Chance Productions, pursuant to the Acquisition Loan entered into during 1999.
See Note 5.

CONVERSION OF ACCRUED SALARY.  The Company and its current President and
Chief Executive officer entered into an agreement whereby the company would
issue Mr. Batal 1,500,000 shares of common stock of the company in satisfaction
of Mr. Batal's salary through the period ending July 31, 2000 and beginning
August 1, 1999 for a total of $150,000 in salary pursuant to his employment
contract.

SUBSCRIPTIONS RECEIVABLE.  Affiliates of the Chief Financial Officer entered
into a subscription agreement with the Company during 2000.  Under terms of the
agreement, the affiliates were issued 1,000,000 shares of stock at $0.10/share.
Through December 31, 2000, $30,500 had been paid, the remaining $69,500 due has
been offset against additional paid in capital.

                                       8

                                    - 21 -
===============================================================================
<PAGE>

5.        SCREENPLAY RIGHTS AND OBLIGATIONS

On July 13, 1999, the Company acquired "The Misadventures of Charlie Chance"
screenplay rights from Charlie Chance Productions, a Canadian corporation.
The screenplay, written by Zee Batal, a director and officer of the Company,
owns Charlie Chance Productions.  As noted on the face of the balance sheet,
the screenplay was carried at cost, $150,000, also Charlie Chance Productions'
cost basis.  As required by Statement of Position 00-02 the Company
periodically reviews the carrying value of the asset.   While the Company
intends to fully exploit the screenplay, no significant progress was made
during 2000 towards production.  Therefore, the Company wrote down the carrying
value by $50,000 during the fourth quarter.  If by 2003, production has not
been set, all costs will be charged to production overhead.

The Company acquired the screenplay for a $150,000 non-interest bearing demand
Note, plus royalties of 10% of net profits.  Net profits are defined as gross
receipts collected reduced by direct production services, general studio
overhead, distribution fees and distribution expenses.  During 2000, payments
totaling $31,200 had been made towards this note. The due date on the note,
originally January 13, 2000, was extended to December 31, 2001.  No interest
has been imputed as the note is between related parties, and is due in less
than one year.

6.        STOCKHOLDERS' EQUITY

DEVELOPMENT STAGE COMPANY.  Generally accepted accounting principles require
disclosing stock issued since inception for development stage companies.
The Company has included in the financial statements a summary of the shares
issued from inception (January 6, 1993) to December 31, 2000.

STOCK OPTIONS.  During the year ended December 31, 1999, the Company granted
stock options to a director to purchase up to 28,000 shares of the Company's
common stock at an exercise price of $0.50 per share.  These options vested
immediately upon grant.  As of December 31, 2000, the 28,000 options expired
due to the one year expiration.

SUBSCRIPTIONS RECEIVABLE.  See Note 4.

CONVERSION OF ACCRUED SALARIES.  See Note 4.

STOCK-BASED COMPENSATION.  Two Directors were issued a total of 400,000 shares
of stock in connection with director services provided valued at $40,000.
Additionally several vendors agreed to accept 122,000 shares of common stock as
compensation for goods and services valued at 12,200. There would be no
material difference to compensation cost had the compensation cost been
computed under FAS 123.


7.        SUBSEQUENT EVENTS

STOCK ISSUANCE.  Subsequent to December 31, 2000 and through May 21, 2001, the
Company issued 2,008,000 shares of stock in consideration of $75,000 in accrued
officers salary, $42,500 in accounts payable, and $50,000 with the retirement
of related party loan.

                                       9

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

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

          None.



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 May 15, 2001. 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>
Zee Batal                  42           Chief Executive Officer, President and
                                        Director
-------------------------------------------------------------------------------
Randolf Turrow             45           Director
-------------------------------------------------------------------------------
Kenneth Yonika             38           Chief Financial Officer and Director
-------------------------------------------------------------------------------
Todd Stevens               48           Director
===============================================================================
</TABLE>
Zee Batal, age 41, is the Company's Chief Executive Officer and a Director.
Prior to joining ClubCharlie.com, Mr. Batal served as the President of Ultimate
Cigar Company, where he established that company's manufacturing, distribution,
and marketing programs. From 1996-1998 Mr. Batal was a member of the Vancouver
chapter of the Young Entrepreneurs association. Currently Mr. Batal owns a
movie-catering business in Vancouver.

Randolf Turrow, age 43, is a Director of the Company. From 1988-1992
Mr. Turrow produced six feature films, two commercials and two music videos as
the President of his own motion picture company, L.A. Dreams Production, Inc.
Mr. Turrow is an independent producer accustomed to working with cutting edge
motion picture technology. Mr. Turrow has also been a member of the Directors
Guild of America as a Unit Production Manager and Assistant Director for twenty
years

Todd Stevens, 48, is a Director of the Company.  Mr. Stevens is currently the
Co-Executive Producer of FRIENDS.  He has been with this NBC powerhouse since
1994, beginning as the show's Line Producer for the pilot episode.  Prior to
FRIENDS, Mr. Stevens was the Producer of the successful and long-running CBS
series MAJOR DAD as well as numerous pilots and series including IT HAD TO BE
YOU starring Faye Dunaway and Robert Urich.  Mr. Stevens served as Associate
Producer for various networks such as SYDNEY starring Valerie Bertinelli, MARY
starring Mary Tyler Moore and the CHEERS spin-off the TORTELLIS.  Mr. Stevens
was also the Post Production coordinator for CHEERS from 1983 to 1984.

Kenneth J. Yonika, 38, is the Company's Chief Financial Officer and a Director.
Mr. Yonika is a certified public accountant, and has in-depth experience in
finance, mergers and acquisitions, public offerings, capital formation, and
business valuation. Mr. Yonika's background includes direct corporate and
"Big Six" consulting experience with a degree in Accounting. Mr. Yonika
currently works with numerous other public companies as a consultant and
held a position as Chief Financial Officer and a Director of 2dobiz.com, Inc.
(DOBZ:OTC/BB) a publicly traded company during the fiscal year 2000.

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.

There are no orders, judgments, or decrees of any governmental agency or
administrator, or of any court of competent jurisdiction, revoking or
suspending for cause any license, permit or other authority to engage in the
securities business or in the sale of a particular security, or temporarily or
permanently restraining any of the officers or directors of the Company from
engaging in or continuing any conduct, practice or employment in connection
with the purchase or sale of securities, or convicting such person of any
felony or misdemeanor involving a security, or any aspect of the securities
business or of theft or of any felony, nor are the officers or directors of any
affiliate of the officers and directors so enjoined or entity so enjoined.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

SECTION 16(a) of the securities Exchange Act of 1934, as amended, requires the
Company's directors, executive officers and persons who own more than 10% of a
class of the Company's equity securities which are registered under the
Exchange Act to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes of ownership of such registered
securities. Such executive officers, directors and greater than 10% beneficial
owners are required by Commission regulation to furnish the Company with copies
of all Section 16(a) forms filed by such reporting persons.


                                    - 23 -
===============================================================================
<PAGE>
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and on representations that no other reports
were required, no person required to file such a report failed to file on a
timely basis during fiscal 2000.


Item 10.  EXECUTIVE COMPENSATION

RECEIPT OF COMPENSATION REGARDLESS OF PROFITABILITY.  The officers, directors
and employees of the Company may be entitled to receive significant
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 will be reimbursed for any out-of-pocket
expenses incurred on behalf of the Company.

REMUNERATION OF OFFICERS.  Specified below, in tabular form, is the aggregate
annual remuneration of the Company's President and the most highly compensated
executive officers other than the President who were serving as executive
officers at the end of the Company's last completed fiscal year.

<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>

Zee Batal                 2000   $150,000(1)      -          -              -            -            -
Chief Executive Officer,
President and Director

Randolf Turrow            2000       -            -          -              -            -            -
Director

Todd Stevens              2000       -            -     $  20,000(2)        -            -            -
Director

Kenneth Yonika            2000       -            -     $  20,000(2)        -            -            -
Chief Financial Officer
and Director

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

<FN>
(1)  Salaries of $150,000 accrued and unpaid through July 2000 were converted
     into 1,500,000 shares of common stock.
(2)  Compensation earned through the issuance of 200,000 shares of common stock
     to each Director.
</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, 2000. 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>
Zee Batal                     -             -          $ 0.000        --
Chief Executive Officer,
President and Director

Kenneth Yonika                -             -          $ 0.000        --
Chief Financial Officer
and Director

Todd Stevens                  -             -          $ 0.000        --
Director

Randolf Turrow                -             -          $ 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, 2000 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, 2000:

<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>
Zee Batal                   -          -           0              0             $0             $0
Chief Executive Officer,
President and Director

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

Randolf Turrow              -          -           0              0             $0             $0
Director

Todd Stevens                -          -           0              0             $0             $0
Director
--------------------
</TABLE>

REMUNERATION OF DIRECTORS.  As of May 15, 2001, no additional compensation
beyond the issuance of 200,000 shares of common stock each to Mr. Stevens and
Mr. Yonika has been paid to any of the directors of the Company for their
services as directors.


                                    - 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 May 15, 2001 (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>
Zee Batal, Current              2,973,770              29.95%
President and Director
Los Angeles, California

Randolf Turrow, Director          500,000               5.04%
Los Angeles, California

Ken Yonika, Chief Financial
Officer and Director            1,200,000 (1)          12.08%
San Diego, California

Todd Stevens, Director
Los Angeles, California           200,000               2.01%

Directors and Officers as a     4,873,770              49.08%
group

<FN>
(1)  1,000,000 shares are owned by four companies Mr. Yonika is affiliated
     with.
</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.


                                    - 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 May 15, 2001.

Affiliates of former director Thomas Stringham provided certain website
construction services to the Company. As of December 31, 2000, the Company paid
this director $18,106 and granted 28,000 stock options for these services. The
director was overpaid by $6,777. The overpayment balance was returned to the
Company in January 2000.

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 tendered this note payable for 833,000 shares of common
stock as of May 15, 2001.

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 Batel

                    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, 2000.


                                    - 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:  May 24, 2001                    By:  /s/ Zee Batal
       -------------                            --------------
                                                Zee Batal
                                                President and Director


     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:  May 24, 2001                    By:  /s/ Zee Batal
       -------------                            --------------
                                                Zee Batal
                                                President and Director

Date:  May 24, 2001                    By:  /s/ Kenneth Yonika
       -------------                            --------------
                                                Kenneth Yonika
                                                Chief Financial Officer
                                                and Director


                                    - 28 -
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<PAGE>