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

                                 FORM 10-KSB/A


[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF  1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                                      OR

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


                       COMMISSION FILE NUMBER 000-28485

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

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

       10600 Wilshire Blvd., Suite 501 Los Angeles, California   90024
       ----------------------------------------------------------------
       (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)              (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (310) 475-7510


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, 2002.

The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the Registrant based upon the closing price of the common
stock as of the close of business on March 28, 2003, was approximately
$ 231,165.

As of March 28, 2003, there were 5,146,896 shares of the Registrant's common
stock, $.001 par value per share, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: NONE

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

                                    -  2 -
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<PAGE>
PART I

NOTE REGARDING FORWARD-LOOKING STATEMENTS

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


Item  1.  DESCRIPTION OF BUSINESS

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

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

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

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

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

PICTURE PERFECT RELEASING, INC. ("PPR"). PPR a newly formed wholly owned
subsidiary shall become the distribution and finance arm. PPR will begin by
distributing All4's productions as well as other independent films. PPR expects
to carve a small niche in domestic and foreign distribution by offering profit
participation with producers of the independent films. PPR believes that it
will become positioned to attract many independents seeking to distribute their
films and gain exposure. PPR will work together with All4Entertainment as well
as finance independent productions. These activities can be accomplished
through an exchange for equity in the film. PPR may also seek government tax
incentive assistance as well as pursuing co-production treaties that are
favorable to this genre.

VIASTAR PARTNERS, INC. ("VPI") VPI, a wholly owned subsidiary, was established
to  be used as an acquisition company for Viastar.  We are currently seeking
acquisition targets in North America and Europe.

ACTIVITIES WITHIN EUROPE. The Company and its management are working towards
the ability to identify and acquire ownership interest in various European
media and entertainment companies.  The Company is in various stages of
negotiations and believes that an acquisition will be consummated by the end of
the second quarter of 2003.

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

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

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

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

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

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

FOREIGN, VIDEO & SALES

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

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

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

TELEVISION SALES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

LIABILITY IF THIRD PARTIES MISAPPROPRIATE USER PERSONAL INFORMATION. If third
parties were able to penetrate the Company's network security or otherwise
misappropriate user personal information or credit card information, the
Company could be subject to liability arising from claims related to, among
other things, unauthorized purchases with credit card information,
impersonation or other similar fraud claims or other misuse of personal
information, such as for unauthorized marketing purposes. In addition, the
Federal Trade Commission and other various state agencies have been
investigating various Internet companies regarding the use of personal
information. The Company could incur additional expenses if new regulations
regarding the use of personal information are introduced or if its privacy
practices are investigated.

CONSUMER PROTECTION PRIVACY REGULATIONS COULD IMPAIR ABILITY TO OBTAIN
INFORMATION ABOUT USERS. Concerns about transactional security may hinder the
Company's 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 the Company's proposed security
could expose the Company to a risk of loss or litigation and possible
liability.  The Company 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 the Company anticipates using to protect customer transaction
data may occur.  A compromise of the Company's security could severely harm the
Company's business.  A party who is able to circumvent the Company's security
measures could misappropriate proprietary information, including customer
credit card information, or cause interruptions in the operation of the
Company's proposed web-site.  The Company 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 if 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.

The Company's efforts to sell products and services may expose it to product
liability claims.  The Company has 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 the Company if any of the
products purchased from the Company's web site are defective, fail to perform
properly or injure the user.  Liability claims could require the Company 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
the Company's business.

The Company's success and ability to compete may be significantly dependent on
its Proprietary content.  The Company anticipates that it will rely exclusively
on copyright law to protect its proprietary content.  Although the Company will
actively take action to protect its proprietary rights, that action may not be
adequate to prevent the infringement or misappropriation of the content of the
Company's web site.  Infringement or misappropriation of such content or
intellectual property could materially harm the Company's business.  The
Company may be required to obtain licenses from others to refine, develop,
market and deliver new services.  The Company cannot make assurances that it
will be able to obtain any such licenses on commercially reasonable terms if 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 the Company over the Internet originate primarily in the State
of California, the governments of other states and foreign countries might
attempt to regulate the Company's transmissions or prosecute the Company for
violations of their laws.  There can be no assurance that violations of local
laws will not be alleged or charged by state or foreign governments, that the
Company 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 the Company's business,
results of operations, and financial condition.

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

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

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

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

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

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


Item  2.  DESCRIPTION OF PROPERTY

The Company corporate headquarters is located at 10600 Wilshire Blvd, Los
Angeles, CA 90024. The property is currently being provided by the Company's
Chairman and no terms exist.  During the year 2002, the Company maintained an
office at 2141 Palomar Airport Road in Carlsbad CA for which it had been paying
$650.00 per month.

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

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Item  3.  LEGAL PROCEEDINGS

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


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

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

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

PART II


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

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

The following table sets forth the quarterly high and low bid prices during
2001 as reported on OTC-BB. These prices are based on quotations between
dealers, which do not reflect retail markup, markdown or commissions and may
not reflect actual transactions. Values for the periods ending March 31, 2001
and June 30, 2001 are shown post reverse stock split.
<TABLE>
                                                    PRICE
                                          --------------------------
            QUARTER ENDED                  HIGH                LOW
          ------------------              ------              ------
<S>                                       <C>                 <C>
              March 31, 2002              $2.58               $0.70
               June 30, 2002              $2.05               $0.48
          September 30, 2002              $1.12               $0.22
           December 31, 2002              $0.51               $0.05
</TABLE>

The Company is authorized to issue 50,000,000 shares of $.001 par value common
stock. As of March 28, 2003 5,146,846 shares of the Company's common stock were
issued and outstanding to 52 shareholders of record. The Company believes that
there are approximately 300 beneficial shareholders of the Company's common
stock, which is held in street name.

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

RECENT SALES OF UNREGISTERED SECURITIES

During the year ended December 31, 2002 the Company did not issue any shares.

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

SECURITIES LITIGATION REFORM ACT

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

PLAN OF OPERATION.

On July 12, 2001, Mr. Zee Batal resigned his positions as Chief Executive
Officer and Chairman of the Board. Upon resignation of Mr. Batal, Mr. George
Malasek was appointed Chief Executive Officer and Chairman of the Board. Mr.
Batal was subsequently appointed as President of Viastar Holdings. Mr. Batal
also heads the operations of All4. In October of 2002 Mr. Kenneth J. Yonika
resigned his position of Chief Financial Officer and Director.  Mr. Batal has
taken on the additional duties as Chief Financial Officer.  Management believes
that opportunities to create value and revenue exist both domestically and
internationally. The Company generated no revenues from operations during the
year ended December 31, 2002.

The Company has begun its efforts in the acquisition of film and media
properties.   The Company during the year 2001 contributed the screenplay
rights to its wholly owned subsidiary All4 in exchange for all of its stock.

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

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

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

LIQUIDITY AND CAPITAL RESOURCES.  The Company had no cash as of
December 31, 2002.  The Company has maintained payments of vendors from the
borrowings of its officers and directors or through the receipt of
subscriptions receivable of common stock.

As of March 28, 2003, the Company had no material commitments for capital
expenditures. The Company is dependent upon its ability to raise additional
financing through various means.

EXPENSES.  During 2002, the Company's primary expenses were $300,000 in
salaries, and $169,587 in professional fees associated with its business
operations compared with $190,500 in salaries and $68,732 in professional fees
in 2001. The Company incurred $532,354 in general and administrative expenses
during 2002, compared to 298,721 in 2001.

                                    - 12 -
===============================================================================
<PAGE>
SUBSEQUENT EVENTS.  In March of 2003, the Company has brought on to its
management, Mr. David Dadon as its new Chairman.  David Dadon is Chairman of
the Board of Yaletown Entertainment Corp. of Vancouver, Canada
(www.yaletownentertainment.com) and Giants Entertainment Inc., a Nevada
corporation based in Los Angeles (www.giantsfilms.com). Yaletown Entertainment
is a publicly traded company on the TSX Venture Exchange in Vancouver, symbol
ECY.

The Company has entered into negotiations to acquire all rights to the
completed feature film Very Mean Men from Giants Entertainment, Inc., a Nevada
corporation. Very Mean Men, starring Matthew Modine, Ben Gazzara, and Academy
Award winners Louise Fletcher (best actress) and Martin Landau (best supporting
actor), directed by Tony Vitale (Director of Kiss Me Guido, picked up by
Paramount Pictures at the Toronto International Film Festival, Writer/Director
of Jungle Juice starring Christopher Walken, Rutger Hauer, Morgan Fairchild and
Robert Wagner) received critical acclaim in early screenings.

In addition, Viastar is in negotiations with several other media and
entertainment companies discussing various mergers and acquisitions.  It is the
belief of management, that we will close a number of these transactions during
the second quarter of 2003.

Viastar will also pursue a private financing in order to support operations,
production and acquisitions.

During March 2003, the Company also has secured some financing from a financier
in Australia to produce feature films.

On March 24, 2003 the Company also announced that it had agreed to acquire
2,650,000 shares of Yaletown Entertainment Corp., which represents
approximately %17.5 of the outstanding shares of Yaletown.  The Company is also
in negotiations to acquire additional shares and intends on gaining control of
Yaletown during the second quarter of 2003.  Yaletown is a publicly traded
production company and trades on the Vancouver Venture Exchange under the
symbol "ECY".

The Company has also entered into a letter of intent with Miracle
Entertainment, Inc. and is beginning its due diligence period.

On April 7, 2003, the Company has also entered into a letter of intent with
Higgs Boson to acquire this UK based company.  Amongst a variety of subsidiary,
Higgs Boson, is the owner of and industry publication "Moving Pictures", which
has been a staple in the film entertainment business for many years.

                                -13-
===============================================================================
<PAGE>
Item  7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                   VIASTAR HOLDINGS, INC. AND SUBSIDIARIES
                         (A Development Stage Entity)

                       Consolidated Financial Statements
                         as of and for the years ended
                          December 31, 2001 and 2002
                                   and from
                          Inception (January 6, 1993)
                           through December 31, 2002

<TABLE>
                              TABLE OF CONTENTS

<CAPTION>
                                                                    Page
<S>                                                               <C>
Independent Auditors' Report . . . . . . . . . . . . . . . . . . .    15

Audited Financial Statements:

     Balance Sheets  . . . . . . . . . . . . . . . . . . . . . . .    16

     Statements of Operations  . . . . . . . . . . . . . . . . . .    17

     Statements of Stockholders' Equity  . . . . . . . . . . . . .    18

     Statements of Cash Flows  . . . . . . . . . . . . . . . . . .    19

     Notes to Financial Statements . . . . . . . . . . . . . . . . 20-24
</TABLE>

                                    - 14 -
===============================================================================
<PAGE>
                         Independent Auditors' Report

We have audited the accompanying balance sheets of Viastar Holdings, Inc. and
subsidiaries as of December 31, 2002 and 2001 and the related statements of
operations, changes in stockholders' equity and cash flows for the years then
ended.  These financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America.  Those standards require that we 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.  We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Viastar Holdings,
Inc. and subsidiaries  as of December 31, 2002 and 2001, and the results of
their operations and their cash flows for the years then ended in conformity
with accounting principles generally accepted in the United States of America.



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

April 12, 2003
Chula Vista, California

                                    - 15 -
===============================================================================
<PAGE>
                    VIASTAR HOLDINGS, INC. AND SUBSIDIARIES
                         (A Development Stage Company)
<TABLE>
                          Consolidated Balance Sheets

<CAPTION>
                                                          12/31/02   12/31/01
                                                         ---------   ---------
<S>                                                      <C>         <C>
                        ASSETS
   Current assets:
     Overdraft                                           $      (0)  $      (0)
                                                         ---------   ---------
       Total current assets                                     (0)         (0)

   Screenplay rights at cost                               100,000     100,000
   Notes receivable                                        373,086     350,000
   Organization costs                                        2,000        -
                                                         ---------   ---------

     Total Assets                                        $ 475,086   $ 450,000
                                                         =========   =========


       LIABILITIES AND STOCKHOLDERS'EQUITY (DEFICIT)
   Current Liabilities:
     Accounts payable and accrued liabilities            $ 276,701   $  70,380
     Bank draft payable                                       -              6
     Related party advance                                  51,002        -
     Amounts due officers and directors
       including salaries                                  335,312      35,189
     Related party acquisition loan for Screenplay            -           -
                                                         ---------   ---------
       Total current liabilities                           663,015     105,575

   Related party acquisition loan for screenplay              -           -

   Commitments and contingencies (See Note 3)                 -           -

   Stockholders' equity (deficit):
     Common stock, $0.001 par value; 50,000,000 shares
       authorized; 5,146,846 and 5,146,846 shares issued
       and outstanding at December 31, 2002 and 2001,
       respectively                                         14,044      14,044
     Additional Paid in Capital                          1,271,816   1,271,816
     Deficit accumulated during development             (1,473,789)   (941,435)
                                                         ---------   ---------
       Total stockholders' equity (deficit)               (187,929)    344,425
                                                         ---------   ---------

   Total Liabilities and Stockholders' Equity            $ 475,086   $ 450,000
                                                         =========   =========

<FN>
       See Auditors' Reports and Notes to Financial Statements.
</TABLE>

                                    - 16 -
=======================================================================
<PAGE>
                    VIASTAR HOLDINGS, INC. AND SUBSIDIARIES
                         (A Development Stage Company)
<TABLE>
                     Consolidated Statements of Operations

<CAPTION>
                                              Year Ended            Inception
                                         ---------------------    (01/06/93) to
                                         12/31/02    12/31/01       12/31/02
                                         ---------   ---------    -------------
<S>                                      <C>         <C>           <C>
   Revenue                               $    -      $    -        $      -

   Costs and expenses

     General and administrative            531,554     298,721       1,472,989
                                         ---------   ---------     -----------

   Net loss before income taxes          $(531,554)  $(298,721)    $(1,472,989)
                                         ---------   ----------    ------------

   Provisions for income taxes                 800        -                800
                                         ---------   ---------     -----------
   Net income loss                       $(532,354)  $    -        $(1,473,789)
                                         =========   =========     ===========

   Net loss per share available to
     common stockholders:
     Basic and Diluted                   $  (0.10)   $   (.15)
                                         =========   =========
     shares outstanding                  5,146,846   2,016,950
                                         =========   =========
<FN>
          See Auditors' Reports and Notes to Financial Statements.
</TABLE>

                                    - 17 -
===============================================================================
<PAGE>
                    VIASTAR HOLDINGS, INC. AND SUBSIDIARIES
                         (A Development Stage Company)
<TABLE>
           Consolidated Statements of Stockholders' Equity (Deficit)

<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)

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

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

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

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

Stock split (1:10)            (993,000)       -            -           -               -            -

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

September 30, 2001; shares
 issued for subscription
 receivable
 ($ 0.10 per share)          3,000,000       3,000      297,000        -               -         300,000

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

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

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

Net loss, December 31, 2001                                                        (298,721)    (298,721)

Net loss, December 31, 2002                                                        (532,354)    (532,354)
                             ---------   ---------   ----------   ---------     -----------    ---------

Balance, December 31, 2002   5,146,846   $  14,044   $1,271,816   $    -        $(1,473,789)   $(187,929)
                             =========   =========   ==========   =========     ===========    =========

<FN>
       See Auditors' Reports and Notes to Financial Statements.
</TABLE>

                                    - 18 -
===============================================================================
<PAGE>
                    VIASTAR HOLDINGS, INC. AND SUBSIDIARIES
                         (A Development Stage Company)
<TABLE>
                     Consolidated Statements of Cash Flows

<CAPTION>
                                              Year Ended            Inception
                                         ---------------------    (01/06/93) to
                                         12/31/02     12/31/01      12/31/02
                                         ---------   ---------    -------------
<S>                                      <C>         <C>           <C>
Cash flows from operating activities -
  Net loss                               $(532,354)  $(298,721)    $(1,473,789)
    Adjustments to reconcile net loss to
    cash used in operating activities -
      Write down of screenplay right          -        100,000         150,000
      Donated services                        -           -            137,500
      Common stock issued for services        -        263,500         469,560
    (Increase)/decrease in organization
      expenses                              (2,000)       -             (2,000)
    (Increase)/decrease in notes
      receivable                           (23,086)   (350,000)       (373,086)
    Increase/(decrease) in loan payable       -       (118,800)           -
    Increase/(decrease) in related
      party advances                          -        (50,000)           -
    Changes in assets and liabilities -
      Current liabilities                  506,444      15,721         612,013
                                         ---------   ---------     -----------
Cash used in operating activities          (50,996)   (438,300)       (479,802)

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

Cash flows from financing activities -
  Stock issued from notes receivable          -        350,000         350,000
  Loan to acquire screenplay rights           -        118,800         118,800
  Cash received for stock issued              -           -             40,500
  Proceeds on loan advance                  51,002        -            101,002
  Adjustment of bank overdraft                  (6)       -               -
  Cancellation of subscription receivable     -         69,500          69,500
                                         ---------   ---------     -----------
Cash provided by financing activities       50,996     538,300         729,802

  Net decrease in cash                          (0)         (0)             (0)
  Cash, beginning of the period               -           -               -
                                         ---------   ---------     -----------

  Cash, end of the period                $      (0)  $      (0)    $        (0)
                                         =========   =========     ===========

Supplemental information:
  - No interest or taxes were paid.
<FN>
       See Auditors' Reports and Notes to Financial Statements.
</TABLE>

                                    - 19 -
===============================================================================
<PAGE>
                    VIASTAR HOLDINGS, INC. AND SUBSIDIARIES
                         (A Development Stage Company)

                Notes to the Consolidated Financial Statements


NOTE 1.   HISTORY AND ORGANIZATION OF THE COMPANY

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


NOTE 2.   ACCOUNTING POLICIES AND PROCEDURES

A.   BASIS OF ACCOUNTING

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


B.   BASIC EARNINGS (LOSS) PER SHARE

In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for
earnings (loss) per share for entities with publicly held common stock.  SFAS
No. 128 supersedes the provisions of APB No. 15, and requires the presentation
of basic earnings (loss) per share and diluted earnings (loss) per share.  The
Company has adopted the provisions of SFAS No. 128 effective January 6, 1993
(inception).

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

C.   CASH EQUIVALENTS

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

D.   USE OF ESTIMATES

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

E.   INCOME TAXES

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

F.   RESEARCH AND DEVELOPMENT

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

G.  STOCK-BASED COMPENSATION

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

H.  CONCENTRATION OF CREDIT RISK

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


NOTE 3.   NOTES RECEIVABLE

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


NOTE 4.   INVESTMENT IN SUBSIDIARY

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


NOTE 5.   WARRANTS AND OPTIONS

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


NOTE 6.   GOING CONCERN

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


NOTE 7.   INCOME TAXES

                                              As of December  31,
                                               2002         2001
                                            ----------   ----------
          Deferred tax assets:
          Net operating tax carryforwards   $  320,088   $  320,088
          Other                                  -0-          -0-
          Gross deferred tax assets            320,088      320,088
          Valuation allowance                 (320,088)    (320,088)
                                            ----------   ----------
          Net deferred tax assets           $    -0-     $    -0-
                                            ==========   ==========

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


NOTE 8.   SCHEDULE OF NET OPERATING LOSSES

          1997     Net Operating Loss       (2,310)
          1998     Net Operating Loss       (1,100)
          1999     Net Operating Loss     (207,036)
          2000     Net Operating Loss     (432,268)
          2001     Net Operating Loss     (298,721)
          2002     Net Operating Loss     (532,354)
                                        ----------
          Net Operating Loss            (1,473,789)
                                        ==========

As of December 31, 2002, the Company has a net operating loss carryforward of
approximately $ 941,435, which will expire 20 years from the date the loss was
incurred.


Item  7.  SUBSEQUENT EVENTS

In March of 2003, the Company has brought on to its management, Mr. David Dadon
as its new Chairman.  David Dadon is Chairman of the Board of Yaletown
Entertainment Corp. of Vancouver, Canada (www.yaletownentertainment.com) and
Giants Entertainment Inc., a Nevada corporation based in Los Angeles
(www.giantsfilms.com). Yaletown Entertainment is a publicly traded company on
the TSX Venture Exchange in Vancouver, symbol ECY.

The Company has entered into negotiations to acquire all rights to the
completed feature film Very Mean Men from Giants Entertainment, Inc., a Nevada
corporation. Very Mean Men, starring Matthew Modine, Ben Gazzara, and Academy
Award winners Louise Fletcher (best actress) and Martin Landau (best supporting
actor), directed by Tony Vitale (Director of Kiss Me Guido, picked up by
Paramount Pictures at the Toronto International Film Festival, Writer/Director
of Jungle Juice starring Christopher Walken, Rutger Hauer, Morgan Fairchild and
Robert Wagner) received critical acclaim in early screenings.

In addition, Viastar is in negotiations with several other media and
entertainment companies discussing various mergers and acquisitions.  It is the
belief of management, that we will close a number of these transactions during
the second quarter of 2003.

Viastar will also pursue a private financing in order to support operations,
production and acquisitions.

On March 24, 2003 the Company also announced that it had agreed to acquire
2,650,000 shares of Yaletown Entertainment Corp., which represents
approximately %17.5 of the outstanding shares of Yaletown.  The Company is also
in negotiations to acquire additional shares and intends on gaining control of
Yaletown during the second quarter of 2003.  Yaletown is a publicly traded
production company and trades on the Vancouver Venture Exchange under the
symbol "ECY".

The Company has also entered into a letter of intent with Miracle
Entertainment, Inc. and is beginning its due diligence period.

On April 7, 2003, the Company has also entered into a letter of intent with
Higgs Boson to acquire this UK based company.  Amongst a variety of subsidiary,
Higgs Boson, is the owner of and industry publication "Moving Pictures", which
has been a staple in the film entertainment business for many years.

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

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

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



PART III


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

The following table sets forth all of the current directors and executive
officers of the Company, their ages and the offices they hold with the Company
as of March 28, 2002. Executive officers and employees serve at the discretion
of the Board of Directors. All directors hold office until the next annual
meeting of stockholders of the Company and until their successors have been
duly elected and qualified.
<TABLE>
DIRECTORS, EXECUTIVE OFFICERS PROMOTERS AND CONTROL PERSONS.
<CAPTION>
===============================================================================
Name                       Age          Position
-------------------------------------------------------------------------------
<S>                       <C>           <C>
George Malasek             36           Chief Executive Officer and
                                        Chairman of the Board
-------------------------------------------------------------------------------
Zee Batal                  44           President, Chief Financial Officer
                                        and Director
===============================================================================
</TABLE>

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

Zee Batal,President, age 44, has been an intricate component in several
public companies, over the past six years.  His creative vision combined with
his marketing experience has allowed him to implement several successful
ventures.  During his tenure as president, for Viastar Holdings, the company
saw a significant increase of capital and funding for itself and it's
subsidiaries.  Mr. Batal recently produced the first of a series of made for
cable shows hosted by "Vince Neil" An American Idol for beautiful Woman. The
show is currently in post production. Mr Batal also completed the development
and marketing program for the script entitled "Club Charlie, The Movie"(pre-
production) in which he co-wrote.  He has been involved in other business
ventures, including but not limited to, hospitality and food retail.  He also
established the manufacturing distribution, funding and marketing program for
The Ultimate Cigar Company.  Mr. Batal went to the University of Windsor and
studied Film, Television and Radio.

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.

                                    - 24 -
===============================================================================
<PAGE>
Item 10.  EXECUTIVE COMPENSATION

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

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION.  Specified below, in tabular
form, is the aggregate annual compensation of the Company's Chief Executive
Officer as well as all other executive officers as of December 31, 2002.

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

George Malasek            2002    $ 150,000     -       $   -             -            -             -
Chief Executive Officer,  2001         -        -       $ 60,000(1)       -            -             -
Chairman of the Board     2000         -        -           -             -            -             -
and Director

Zee Batal                 2002    $ 150,000     -           -             -            -             -
President and Chief       2001         -        -           -             -            -             -
Financial Officer         2000    $ 150,000     -           -             -            -             -
and Director

Kenneth Yonika
Former Chief Financial    2002         -        -           -             -            -             -
Officer Treasurer, and    2001         -        -       $ 60,000(1)       -            -             -
Secretary                 2000         -        -           -             -            -             -

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

                                    - 25 -
===============================================================================
<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, 2002. No stock appreciation rights were granted to these individuals during
such year.
<CAPTION>
                                   Individual Grants
                         --------------------------------------
                         Number of    Percent of       Exercise
                         Securities   Total Options    or
                         Underlying   Granted to       Base
                         Options      Employees in     Price      Expiration
Name                     Granted(#)   Fiscal Year(1)   ($/Sh)        Date
----------------------   ----------   --------------   --------   ----------
<S>                      <C>          <C>              <C>        <C>
George Malasek                -             -          $ 0.000        --
Chief Executive Officer,
Chairman of the Board
and Director

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

Zee Batal                     -             -          $ 0.000        --
President, Chief Financial
Officer and Director
----------------------------------------------------------------------
</TABLE>

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

The following table sets forth certain information with respect to the exercise
of stock options during the fiscal year ended December 31, 2001 by the named
executive officers and the number and value of unexercised options held by each
of the named executive officers as of December 31, 2002:

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

Kenneth Yonika              -          -           0              0             $0             $0
Former Chief Financial
Officer, Treasuer and
Secretary

Zee Batal                   -          -           0              0             $0             $0
President, Chief Financial
Officer and Director
--------------------
</TABLE>

                                    - 26 -
===============================================================================
<PAGE>
<TABLE>
Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

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

Zee Batal,                          446,109             8.67%
President, Chief Financial
Officer and Director
Carlsbad, California

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

Directors and Officers as a       4,046,109            78.61%
group

<FN>
(1)  Includes 100,000 shares owned by four separate companies that Mr. Malasek
and Mr. Yonika are affiliated with and 3,000,000 shares subscribed to by a
company jointly owned by Mr. Malasek and Mr. Yonika 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.  Mr. Batal subsequent to December 31, 2000 sold
Charlie Chance Productions to a relative who continues to carry out the same
business plan.

                                    - 27 -
===============================================================================
<PAGE>
January 13, 2000 the Company negotiated a six-month extension of the due date,
then in 2001 the due date was extended to December 31, 2001.  The Company is
conducting a private placement pursuant to Section 4(2) of the Securities Act
of 1933 ("Act") and Rule 506 of Regulation D. 40,000 shares have been sold
through March 28, 2002.

The Company received an advance of $51,000 from a relative of an officer and
director of the Company and a business co-owned by an officer and director. The
advance is non-interest bearing and payable on demand.

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


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

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

               1.   Financial Statements and the Independent Auditors' Report:

               2.   Financial Statement Schedules:

               3.   Exhibits:

                     3.1 **   Amended and Restated Certificate of
                              Incorporation

                     3.2 **   Bylaws of the ClubCharlie.com, Inc.

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

                    10.3 **   Employment Agreement with Zee Batal

                    23.1 *    Consent of Independent Auditors

                    99.1      Certification Pursuant to Section 906
                              of the Sarbanes-Oxley Act of 2002



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

                   *     Incorporated by reference to the Company's
                         Form 10-KSB filed with the Securities and
                         Exchange Commission on April 1, 2002.


          (b)  The Registrant did not file any reports on Form 8-K
               during the year ended December 31, 2002.

                                    - 28 -
===============================================================================
<PAGE>


SIGNATURES

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


Date:  April 11, 2002                      By:  /s/ George Malasek
       -------------                            --------------
                                                George Malasek
                                               Chief Executive Officer,
                                              and Chairman of the Board


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



Date:  April 11, 2002                      By:  /s/ Zee Batal
       -------------                            --------------
                                                Zee Batal
                                                President, Chief Financial
                                                Officer and Director


                                    - 29 -
=======================================================================
<PAGE>

ITEM  6.  EXHIBIT AND REPORTS ON FORM 8-K

          Certification Pursuant to Section 906
            of the Sarbanes-Oxley Act of 2002


=======================================================================
<PAGE>

I, George Malasek, certify that:

1.     I have reviewed this annual report on Form 10-KSB of Viastar Holdings,
Inc.;

2.     Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.     The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
     a)     designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
     b)     evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
     c)     presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):
     a)     all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
     b)     any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and

6.     The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: April 23, 2003
/s/George Malasek
----------------------
George Malasek
Chief Executive Officer


I, Zaid Batal, certify that:

1.     I have reviewed this annual report on Form 10-KSB of Viastar Holdings,
Inc.;

2.     Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.     The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
     a)     designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
     b)     evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
     c)     presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):
     a)     all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
     b)     any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6.     The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and
material weaknesses.

Date: April 23, 2003
/s/Zaid Batal
----------------------
Zaid Batal
Chief Financial Officer