U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB
 [X]     Quarterly report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934. For the quarterly period ended September 30, 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 33-95796

                               LecStar Corporation
                      -------------------------------------

                 (Name of small business issuer in its charter)


            Texas                                          76-0406417
          --------                                         ---------
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)

                             4501 Circle 75 Parkway,
                           Building D-4210 30339-3025
                                Atlanta, Georgia
                                    --------

               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number: (404) 659-9500

 Securities registered pursuant to         Name of exchange on which registered:
 Section 12(b) of the Exchange Act:
             None                                          None

      Securities registered pursuant to Section 12(g) of the Exchange Act:

                          Common Stock, $.01 par value
                    Series A Preferred Stock, $1.00 par value
                         Common Stock Purchase Warrants
              Redeemable Series A Preferred Stock Purchase Warrants
                 -----------------------------------------------
                                (Title of class)






     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 issuer was required to file such reports),
   and (2) has been subject to such filing requirements for the past 90 days.
                                 Yes |X| No ___


             As of November 14, 2002, 206,335,290 shares of LecStar
                  Corporation's common stock were outstanding.



<PAGE>


                                TABLE OF CONTENTS



                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS...............................................3

     Consolidated Balance Sheets as of September 30, 2002 and
     December 31, 2001.........................................................4

     Consolidated Statements of Operations for the three months
     and nine months ended September 30, 2002 and 2001.........................5

     Consolidated Statements of Cash Flows for the nine months
     ended September 30, 2002 and 2001.........................................6

     Notes to Consolidated Financial Statements................................7



ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR
            PLAN OF OPERATION.................................................13

ITEM 3.     CONTROLS AND PROCEDURES...........................................16


                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS.................................................16

ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS.........................17

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES...................................17

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...............17

ITEM 5.     OTHER INFORMATION.................................................17

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K..................................17



SIGNATURES....................................................................19

CERTIFICATIONS................................................................20



















                                        2
<PAGE>


                         PART I - FINANCIAL INFORMATION



ITEM 1.           FINANCIAL STATEMENTS

The following financial statements are furnished:


1.       Consolidated Balance Sheets as of September 30, 2002 and
              December 31, 2001.

2.       Consolidated Statements of Operations for the three months
              and nine months ended September 30, 2002 and 2001.

3.       Consolidated Statements of Cash Flows for the nine months
              ended September 30, 2002 and 2001.

4.       Notes to Consolidated Financial Statements














































                                        3

<PAGE>


                               LECSTAR CORPORATION

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                     September 30,  December 31,
                                                                         2002           2001
                                                                      (Unaudited)     (Audited)
<S>                                                                    <C>           <C>
ASSETS
Current assets:
   Cash and cash equivalents                                           $   18,043    $  55,193
   Accounts receivable, net of allowance for doubtful accounts
     of $96,754 and $55,826 respectively                                1,405,602      548,417
   Prepaid expenses and other current assets                              418,602      157,538
                                                                       ----------   ----------
Total current assets                                                    1,842,247      761,148

Long term investments                                                     250,000      250,000

Property and equipment:
   Furniture and fixtures                                                 327,284      326,241
   Network equipment                                                    1,865,832    2,188,273
   Software                                                               592,168      586,638
   Leasehold improvements                                                 125,189      125,189
                                                                       ----------   ----------
                                                                        2,910,473    3,226,341

   Accumulated depreciation                                            (1,619,339)  (1,133,397)
                                                                       ----------   ----------
Net property and equipment                                              1,291,134    2,092,944

Restricted cash                                                           115,000       45,000
Other assets                                                              700,825      357,953
                                                                       ----------   ----------

Total assets                                                           $4,199,206   $3,507,045
                                                                       ==========   ==========


LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
   Accounts payable                                                    $4,313,784   $2,267,342
   Accrued expenses                                                     3,895,652    2,387,330
   Unearned revenue                                                       581,580      155,600
   Current portion of notes payable                                     1,119,000       88,649
   Current portion of convertible debentures                              150,000      180,000
   Current portion of capital lease obligations                            17,385       51,535
   Capital lease obligations in default                                 1,139,489    1,139,489
                                                                       ----------   ----------
Total current liabilities                                              11,216,890    6,269,945
                                                                       ----------   ----------

Long-term portion of notes payable                                             -     2,940,487
                                                                       ----------   ----------

Stockholders' deficit:
   Cumulative Preferred Stock
     Issued and outstanding - 1,146,943 and 1,147,249                   1,146,824    1,147,249
   Common stock, $.01 par value; 500,000,000 authorized;
     Issued and outstanding - 205,384,318 and
     111,932,768                                                        2,053,843    1,119,328
   Deferred compensation                                                  (48,488)    (193,951)
   Additional paid-in capital                                          57,347,936   40,362,532
   Net unrealized loss on securities                                     (550,000)    (550,000)
   Accumulated deficit                                                (66,967,799) (47,588,545)
                                                                       ----------   ----------
Total stockholders' deficit                                            (7,017,684)  (5,703,387)
                                                                       ----------   ----------
Total liabilities and stockholders' deficit                            $4,199,206   $3,507,045
                                                                       ==========   ==========




                 See notes to consolidated financial statements.

</TABLE>

                                        4

<PAGE>


                               LECSTAR CORPORATION

                      CONSOLDIATED STATEMENTS OF OPERATIONS

                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                     Three Months Ended                Nine Months Ended
                                                       September 30,                     September 30,

                                                     2002           2001              2002           2001
                                                 ------------   ------------      ------------   ------------
<S>                                              <C>            <C>               <C>            <C>
Revenues                                         $  2,900,552   $  1,322,040      $  6,453,860   $  3,394,202
                                                 ------------   ------------      ------------   ------------

Operating expenses:
   Cost of services                                 1,812,469        681,423         4,057,071      1,748,473
   Provisioning costs                                 209,790        112,206           563,204        396,757
   Selling, general and administrative expenses     2,315,708      2,331,174         6,997,240      7,459,900
   Depreciation and amortization                      254,055      2,259,923           805,805      6,843,145
   Write-down of net property and equipment                 -              -           205,960         44,222
                                                 ------------   ------------      ------------   ------------
Total operating expenses                            4,592,022      5,384,726        12,629,280     16,492,497

Loss from operations                              (1,691,470)    (4,602,686)       (6,175,420)   (13,098,295)

Other income (expense):
   Interest expense                              (11,368,366)    (4,845,626)      (12,167,111)    (5,670,521)
                                                 ------------   ------------      ------------   ------------
Net loss                                         (13,059,836)    (8,908,312)      (18,342,531)   (18,768,815)
Preferred stock dividends                                   -      (616,748)       (1,036,720)    (1,862,154)
                                                 ------------   ------------      ------------   ------------

Net loss attributable to common stockholders    $(13,059,836)  $ (9,525,060)     $(19,379,251)  $(20,630,970)
                                                 ============   ============      ============   ============
Basic and diluted net loss per common share     $      (0.09)  $      (0.27)     $      (0.16)  $      (0.82)
                                                 ============   ============      ============   ============

Weighted-average shares outstanding used in
   computing basic and diluted net loss per
   common share                                   145,747,635     35,144,755       121,165,412     25,286,140
                                                 ============   ============      ============   ============



                 See notes to consolidated financial statements.

</TABLE>

                                        5

<PAGE>


                               LECSTAR CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                Nine Months Ended
                                                                                     June 30,

                                                                             2002                2001
                                                                          -----------        -----------
<S>                                                                       <C>                <C>
OPERATING ACTIVITIES


Net loss                                                                 $(18,342,531)      $(18,768,816)
Adjustments to reconcile net loss to net cash used in operating activities:
   Depreciation and amortization                                              609,676          6,659,047
   Write-down of net property and equipment                                   205,960             44,222
   Stock compensation                                                         529,463            345,763
   Non-cash interest expense                                               11,778,975          5,368,017
   Other non-cash items                                                             -             10,182
   Changes in operating assets and liabilities:
     Accounts receivable                                                     (857,185)          (379,747)
     Prepaid and other assets                                                (650,156)           (82,447)
     Accounts payable                                                       2,046,442          1,463,658
     Accrued expenses                                                       2,200,773            584,970
     Unearned revenue                                                         425,979             45,297
                                                                         ------------        -----------
Net cash used in operating activities                                      (2,052,604)        (4,709,854)

INVESTING ACTIVITIES


Purchases of property and equipment                                           (18,276)          (513,495)
Increase in restricted cash                                                   (70,000)                 -
Cash acquired in Corzon merger                                                      -             81,357
                                                                         ------------        -----------
Net cash used in investing activities                                         (88,276)          (432,138)

FINANCING ACTIVITIES


Proceeds from borrowing                                                     1,364,000          5,549,722
Payment of current portion of long-term debt                                  (38,649)          (121,161)
Payment of capital lease obligations                                          (34,150)          (415,491)
Proceeds from the sale of stock                                                61,960                  -
Proceeds from the sale of warrants                                            750,569                  -
                                                                         ------------        -----------
Net cash provided by financing activities                                   2,103,730          5,013,070
                                                                         ------------        -----------
Decrease in cash and cash equivalents                                         (37,150)          (128,922)
Cash and cash equivalents at beginning of period                               55,193            145,674
                                                                         ------------        -----------
Cash and cash equivalents at end of period                               $     18,043        $    16,752
                                                                         ============        ===========

NON-CASH INVESTING AND FINANCING ACTIIVITIES


Issuance of common stock to convert debentures and interest              $     40,292        $         -
Issuance of common stock to convert preferred stock and dividends        $  1,037,529        $         -
Issuance of warrants in connection with new borrowings                   $    421,300        $         -
Issuance of preferred and common stock to convert debt and interest      $ 15,199,078        $         -


Acquisition of Corzon:
         Liabilities assumed                                             $          -        $  7,149,501
         Assets acquired                                                 $          -        $    241,919
         Goodwill recorded                                               $          -        $ 12,165,101




                 See notes to consolidated financial statements.

</TABLE>

                                        6

<PAGE>


                               LECSTAR CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002



1.       Description Of Business And Basis of Financial Statements

     LecStar Corporation (the "Company") is a Competitive Local Exchange Carrier
(CLEC) which markets on a region-wide basis, a full scope of advanced
telecommunications services that include local access dial tone, national and
international long distance, enhanced subscriber services, high-speed data and
internet services and network management.

     The Company had a working capital deficiency at September 30, 2002 of
approximately $9,375,000, and recorded net losses for the first nine months of
2002 of approximately $18,343,000. This raises substantial doubt about the
Company's ability to continue as a going concern. The Company's continued
existence is dependent on its ability to obtain additional debt or equity
financing and to generate profits from operations. The Company is continuing to
pursue additional equity and debt financing. There are no assurances that the
Company will receive additional equity and debt financing. The accompanying
consolidated financial statements do not include any adjustments that might
result from the outcome of these uncertainties.

     The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. The unaudited consolidated balance sheet at September 30, 2002,
has been derived from the unaudited consolidated financial statements at that
date. Operating results for the three month and nine month periods ended
September 30, 2002, are not necessarily indicative of the results that may be
expected for the year ended December 31, 2002, or any other interim period. The
interim consolidated financial statements and notes thereto should be read in
conjunction with the Company's audited consolidated financial statements and
notes thereto for the fiscal year ended December 31, 2001.

2.       Recent Accounting Pronouncements

     In July 2001, the Financial Accounting Standards Board (FASB) issued SFAS
141, Business Combinations. SFAS 141 supersedes APB 16,Business Combinations,
and SFAS 38, Accounting for Preacquisition Contingencies of Purchased
Enterprises. SFAS 141 requires the purchase method of accounting for all
business combinations initiated after June 30, 2001 and eliminates the
pooling-of-interests method. The Company does not expect the adoption of SFAS
141 to have a material effect on its financial condition or results of
operations.

     In July 2001, the FASB issued SFAS 142, Goodwill and Other Intangible
Assets. SFAS 142 supersedes APB 17, Intangible Assets, and requires the
discontinuance of goodwill amortization. In addition, SFAS 142 includes
provisions regarding the reclassification of certain existing recognized
intangibles as goodwill, reassessment of the useful lives of existing recognized
intangibles, reclassification of certain intangibles out of previously reported
goodwill and the testing for impairment of existing goodwill and other
intangibles. SFAS 142 is required to be applied for fiscal years beginning after
December 15, 2001, with certain early adoption permitted. The Company adopted
SFAS 142 for its first fiscal quarter of 2002.



                                        7
<PAGE>


     In August 2001, the FASB issued SFAS 143, Accounting for Asset Retirement
Obligations. SFAS 143 addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated retirement costs. The Company does not expect the adoption of SFAS
143 to have a material effect on the Company's consolidated financial
statements.

     In October 2001, the FASB issued SFAS 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, which supersedes SFAS 121, Accounting for the
Impairment of Long-Lived Assets to be Disposed Of. SFAS 144 addresses financial
accounting and reporting for the impairment of long-lived assets and for
long-lived assets to be disposed of. However, SFAS 144 retains the fundamental
provisions of SFAS 121 for: 1) recognition and measurement of the impairment of
long-lived assets to be held and used; and 2) measurement of long-lived assets
to be disposed of by sale. SFAS 144 is effective for fiscal years beginning
after December 15, 2001. The Company does not expect the adoption of SFAS 144 to
have a material effect on the Company's consolidated financial statements.

     In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections
as of April 2002." This standard rescinds SFAS No. 4, "Reporting Gains and
Losses from Extinguishment of Debt," and an amendment of that Statement, SFAS
No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements" and
excludes extraordinary item treatment for gains and losses associated with the
extinguishment of debt that do not meet the APB Opinion No. 30, "Reporting the
Results of Operations -- Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions" ("APB 30") criteria. Any gain or loss on extinguishment of debt
that was classified as an extraordinary item in prior periods presented that
does not meet the criteria in APB 30 for classification as an extraordinary item
shall be reclassified. SFAS No. 145 also amends SFAS No. 13, "Accounting for
Leases," as well as other existing authoritative pronouncements to make various
technical corrections, clarify meanings, or describe their applicability under
changed conditions. The Company is required to adopt SFAS No. 145 effective
January 1, 2003 and does not expect that it will have a material impact on its
financial condition or results of operations.

     In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This standard addresses financial
accounting and reporting for costs associated with exit or disposal activities
and replaces Emerging Issues Task Force Issue No. 94-3, "Liability Recognition
for Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)" ("EITF 94-3"). SFAS No.
146 requires that a liability for costs associated with an exit or disposal
activity be recognized when the liability is incurred. Under EITF 94-3, a
liability for exit costs, as defined in EITF 94-3, was recognized at the date of
an entity's commitment to an exit plan. The provisions of SFAS No. 146 are
effective for exit or disposal activities that are initiated by the Company
after December 31, 2002.

3.       Loss per share

     Basic net loss per common share and diluted net loss per common share are
presented in conformity with SFAS No. 128, "Earnings Per Share," for all periods
presented. In accordance with SFAS No. 128, basic net loss per common share has
been computed using the weighted-average number of shares of common stock
outstanding during the period.






                                        8

<PAGE>


     The following table presents the calculation of basic and diluted net loss
per common share:

<TABLE>
<CAPTION>

                                            Three Months Ended        Nine Months Ended
                                               September 30             September 30
                                         -----------------------   ----------------------
                                            2002         2001         2002         2001
                                         ---------     ---------   ---------    ---------
<S>                                   <C>           <C>           <C>          <C>
         Net loss attributable to
          common stockholders         $(13,059,836)  $(9,525,060)$(19,379,251) $(20,630,970)
                                         ---------     ---------   ---------    ---------
         Basic and diluted:
         Weighted-average shares used in
           computing basic and diluted
           net loss per common share   145,747,635    35,144,755   121,165,412   25,286,140
                                        ==========    ==========   ==========   ==========

         Basic and diluted net loss per
           common share                  $  (0.09)     $  (0.27)   $  (0.16)     $  (0.82)
                                        ==========    ==========   ==========   ==========

</TABLE>

     The Company has excluded all convertible preferred stock, warrants, and
outstanding stock options from the calculation of diluted loss per common share
because all such securities are anti-dilutive for all periods presented. The
total number of shares excluded from the calculation of diluted loss per share
was 447,820,901 in 2002, and 131,844,937 in 2001.

4.       Equity line and credit facilities

     The Company has entered into an equity line financing agreement whereby an
institutional investor has committed to purchase up to $25,000,000 of the
Company's common stock, upon the registration covering the resale of such stock,
over a thirty-six month period, at the sole discretion of the Company. The
Company has not filed a registration statement covering the resale of the stock
under this agreement. As of September 30, 2002 no shares have been sold under
the equity line.

     Additionally, the Company has entered into a credit agreement with Sherman
LLC that will provide up to $5,000,000 in revolving credit. Pursuant to the
terms of the credit agreement, upon each borrowing the Company will issue to
Sherman a warrant to purchase common stock equal to 19% of the amount borrowed
divided by the average of the closing bid price of the common stock for the five
trading days immediately prior to the date of the loan. Borrowings under the
credit agreement are secured by accounts receivable and certain fixed and other
assets of the Company, and the assets of significant subsidiaries, and accrue
interest at the rate of 15% per year. During the nine months ended September 30,
2002, the Company borrowed $295,000 pursuant to this credit agreement. As of
August 30, 2002, all outstanding amounts borrowed under this facility were
converted to preferred and common stock (See Note 6). As of September 30, 2002,
the Company did not meet conditions to borrow additional funds under the credit
agreement.

5.       Notes Payable

     As of September 30, 2002, the Company had entered into secured notes
payable with officers, directors and investors of the Company totalling
$1,119,000. These notes are either payable on demand or no later than January
31, 2003; bear interest rates ranging from 4 to 5 percent; and are secured by
certain assets of the Company, including the common stock of the operating
subsidiaries, and LecStar common stock held by investors of the Company.

     On October 9, 2002, the Company borrowed $253,000 secured by a claim from a
bankruptcy estate.

                                        9

<PAGE>


6.       Securities Purchase Agreement

     On August 30, 2002, the Company had entered into a Securities Purchase
Agreement by and among LecStar and Sherman LLC ("Sherman") whereby Sherman
exchanged amounts owed under certain secured debt issued by LecStar for newly
created Series G Preferred Stock and common stock of LecStar. This exchange of
secured debt issued by LecStar for preferred stock and common stock resulted in
the issuance of 120 shares of Series G Preferred Stock and 74,629,830 shares of
restricted common stock. Associated with this exchange, LecStar and Sherman
entered into a registration rights agreement whereby LecStar agreed to register
150,000,000 shares of common stock either held by Sherman or certain other
investors. As a result of this agreement, the Company recognized $11,123,162 of
non-cash interest expense which represents the value of the common shares issued
and the value of the beneficial conversion feature of the Series G Preferred
Stock.

7.       Exchange Agreement

     On September 29, 2001 the Company entered into an Exchange Agreement with
certain investors, whereby such investors exchanged Series D Convertible
Preferred Stock owned by them and certain debt issued by the Company. This
exchange of preferred stock, debt, and accrued dividends resulted in the
issuance of 77,726,078 shares of the Company's common stock. Sherman LLC was
issued 48,716,835 shares pursuant to the Exchange Agreement, becoming a 43.5%
holder of the common stock then outstanding. The remaining 29,009,243 shares
were issued to six other debenture or preferred stock holders. Before the
execution of the Exchange Agreement, Dominion Capital Fund Limited was the
Company's single largest shareholder, being the beneficial owner of 6,767,009
shares of common stock. Such ownership represented approximately 20.1% of the
then-outstanding common stock of the Company.

     As a result of this exchange, the Company recognized $4,191,160 of non-cash
interest expense, which represents the value of premium shares given to Sherman
LLC as part of this transaction. The Exchange Agreement contains a provision
whereby the holders shall return 10% of their shares issued under the Exchange
Agreement, if within 18 months the closing price of the Company's common stock
on the NASDAQ Stock Market, the OTC Bulletin Board, or any other national
securities exchange on which the stock is listed remains at or above $3.00 per
share for 50 consecutive trading days. An additional 5% of the shares issued
under the Exchange Agreement shall be returned if the closing price remains at
or above $4.00 per share for 50 consecutive trading days. As a result of this
contingency, the Company has excluded 11,594,366 shares of common stock from the
denominator in computing basic and diluted earnings per share.

8.       Stockholders' Deficit

     Series A Preferred Stock: The Company has designated 3,000,000 shares out
of a total of 5,000,000 authorized shares of its $1.00 par value preferred stock
as Series A Redeemable Convertible Preferred Stock ("Series A Preferred Stock").
Dividends of the Series A Preferred Stock are cumulative and payable quarterly
in arrears at a quarterly rate of $0.30 per share, representing a yield of 12%
per year. Dividends may be paid in cash or an equivalent value of common stock.
The Series A Preferred Stock has no voting rights and has a liquidation
preference of $10 per share. At September 30, 2002 dividends in arrears on this
preferred stock totaled $2,349,187. The Series A Preferred Stock is convertible
at the option of the holder into shares of the Company's common stock. The
initial conversion rate is 2.7 shares of common stock for each share of Series A
Preferred Stock, subject to adjustment in certain events. The Series A Preferred
Stock will automatically convert into the Company's common stock if the closing
price of the Series A Preferred Stock exceeds $20 per share for ten consecutive
days. The Series A Preferred Stock may also be redeemed by the Company upon 30
days written notice at 110% of the average bid price for the twenty trading days
prior to the redemption date. The Company has the option to pay the redemption
in either cash or common stock. At September 30, 2002, 446,410 shares of Series
A Preferred Stock are outstanding.

                                       10
<PAGE>


     Series D Preferred Stock: The Company has designated 10,534 shares out of a
total of 5,000,000 authorized shares of its $1.00 par value preferred stock as
Series D Convertible Preferred Stock ("Series D Preferred Stock"). The original
issue price of the Series D Preferred Stock was $1,000 per share. Dividends on
the Series D Preferred Stock accrue at an annual rate of 7% of the original
issue price, or $70 per share, and are payable in cash or common stock, as
determined by the holders, only at the time of conversion of such shares.
Dividends are cumulative from the date of issue. Unless full cumulative
dividends have been or are contemporaneously paid on the Series D Preferred
Stock, the Company may not declare or pay cash dividends on the common stock,
nor may it redeem, purchase, or otherwise acquire common stock, nor may it make
any other distribution with respect to the common stock or any class of capital
stock on a parity with or junior to the Series D Preferred Stock.

     The Series D Preferred Stock is convertible at the option of the holder
into shares of common stock for up to three years after initial issuance. After
three years, the Series D Preferred Stock will automatically convert into shares
of common stock. The conversion rate is equal to $1,000 divided by 80% of the
five-day average closing bid price of the common stock on the NASDAQ Stock
Market, the OTC Bulletin Board, or any other national securities exchange on
which the common stock is listed at the time of conversion. Holders of Series D
Preferred Stock are allowed to convert the aggregate amount of such holder's
Series D Preferred Stock into common stock. The holders of the Series D
Preferred Stock have no preemptive rights or other rights to subscribe for any
other shares or securities of the Company. During the nine months ended
September 30, 2002, 426 shares of Series D Preferred Stock were converted to
common stock. At September 30, 2002, 1,700 shares of Series D Preferred Stock
are outstanding, with related dividends in arrears of $227,160.

     Series E Preferred Stock: The Company has designated 745,000 shares out of
a total of 5,000,000 authorized shares of its $1.00 par value preferred stock as
Series E Redeemable Convertible Preferred Stock ("Series E Preferred Stock").
The original issue price of the Series E Preferred Stock was $10.00 per share.
Dividends on the Series E Preferred Stock accrue at an annual rate of 8% of the
original price, or $0.80 per share, and are payable in cash or common stock, as
determined by the Company, only at the time of conversion of such shares.
Dividends are cumulative from the date of issue. Unless full cumulative
dividends have been or are contemporaneously paid on Series E Preferred Stock,
the Company may not declare or pay cash dividends on the common stock, nor may
it redeem, purchase or otherwise acquire common stock, nor may it make any other
distribution with respect to the common stock or any class of capital stock on a
parity with or junior to the Series E Preferred Stock.

     The Series E Preferred Stock is redeemable at the option of the Company at
any time after six months of issuance, in whole or in part, for $0.01 per share,
if the average closing bid price of the Company's common stock, as quoted on any
national securities exchange, NASDAQ, or the OTC Bulletin Board exceeds $3.50
per share for five consecutive trading days. Each share of Series E Preferred
Stock is convertible at the option of the holder into four shares of common
stock at any time after six months from the date of issuance, subject to
adjustment. The Series E Preferred Stock is non-voting, and it is ranked junior
to the Company's Series A Preferred Stock and Series D Preferred Stock. The
holders of the Series E Preferred Stock have no preemptive rights or other
rights to subscribe for any other shares or securities of the Company. At
September 30, 2002, 698,713 shares of Series E Preferred Stock are outstanding,
with related dividends in arrears of $2,067,039.

     Series G Preferred Stock: The Company has designated 120 shares out of a
total of 5,000,000 authorized shares of its $0.01 par value preferred stock as
Series G Redeemable Convertible Preferred Stock ("Series G Preferred Stock").
The original issue price of the Series G Preferred Stock was $100,000 per share.
Dividends on the Series G Preferred Stock accrue at an annual rate of 3% of the
original price, or $3,000 per share, and are payable in cash or common stock, as
determined by the Company, quarterly or at the time of conversion of such
shares. Dividends are cumulative from the date of issue. Unless full cumulative
dividends have been or are contemporaneously paid on Series G Preferred Stock,
the Company may not declare or pay cash dividends on the common stock, nor may
it redeem, purchase or otherwise acquire common stock, nor may it make any other
distribution with respect to common stock or any class of capital stock on a
parity with or junior to the Series G Preferred Stock.

                                       11
<PAGE>


     The Series G Preferred Stock is redeemable at the option of the Company at
any time after two years of issuance, in whole or in part, for 115% per share of
the original stated value, and is redeemable at the option of the holder upon
the occurrence of certain events, all of which are within the control of the
Company, at 110% of the original issuance price. Each share of the Series E
Preferred Stock is convertible at the option of the holder into common stock at
any time at $.75 per share, and after 2 years at the lesser of $.75 or 90% of
the 20 day average closing price. The Series G Preferred Stock is non-voting,
and it is ranked junior to the Company's Series A Preferred Stock, Series D
Preferred Stock, and Series E Preferred Stock. The holders of the Series G
Preferred Stock have no preemptive rights or other rights to subscribe for any
other shares or securities of the Company. At September 30, 2002, 120 shares of
Series G Preferred Stock are outstanding, with related dividends in arrears of
$31,000.

     During the nine  months  ended  September  30,  2002,  we sold  warrants to
purchase  a total of  7,000,000  shares  of  common  stock to  certain  existing
shareholders (Sovereign Partners, Atlantis Capital Fund, Ltd., Dominion Capital,
and Sherman LLC),  and received  $750,569 in cash  proceeds.  These warrants are
included in shares outstanding.  In addition,  the Company sold 1,555,000 shares
of common stock and received $61,960 in cash proceeds. These warrants and common
stock were issued in reliance on the  exemption  from  registration  provided by
Section 4(2) of the Securities  Act, as a transaction by an issuer not involving
a public offering. The Company issued 1,800,000 shares of its common stock, with
a fair market  value of $384,000,  to its advisors in exchange for  professional
and advisory services. The exchange of secured debt issued by LecStar for Series
G Preferred  Stock  resulted in the issuance of 74,629,830  shares of restricted
common stock.


9.       Customer Migration

     On April 1, 2002, the Company entered into a migration agreement with Nuvox
Communications, Inc. to solicit their residential customer base for the right to
receive LecStar's service in nine Southeast states. This agreement requires the
Company to pay a fee to Nuvox over a nine-month period totaling approximately
$220,000. The Company has included this obligation in accrued expenses and has
recorded a corresponding asset, which is included in Other Assets. The asset is
being amortized over the estimated life of the customer base, not to exceed 24
months.


10.       Reclassifications

     Certain reclassifications have been made to prior period financial
statements to conform to the current period presentation. These
reclassifications had no effect on previously reported results of operations or
retained earnings.


11.      Commitments and Contingencies

     Legal - The Company was a defendant in the action McIntosh & Associates,
Inc. ("McIntosh") v. LecStar Corporation filed in the district county of Dallas
County, Texas. The Plaintiff alleged breach of contract and is seeking
$151,143.18 in actual damages plus legal and equitable interests of reasonable
and necessary attorney fees. On February 8, 2002, the Plaintiff received a final
judgment by default for the amount of its claim. On October 2, 2002, the Company
and McIntosh agreed to settle this matter whereby the Company is to pay the
claim over a 15 month period. The Company was a defendant in an action filed
with the American Arbitration Association, in which a former employee had
alledged breach of contract. On October 8, 2002 the American Arbitration
Association rendered an award in favor of the former employee totaling $1.0
million. While there can be no assurance as to the ultimate outcome, there
exists the possibility that this action could have a material adverse effect on
the Company's financial condition or cash flows. We are not currently a party to
any other material legal proceeding other than various claims and lawsuits
arising in the normal course of business. We do not believe that these lawsuits
would individually or in the aggregate, have a material adverse effect on our
business, financial condition or results of operations.

     Pledged assets - As of September 30, 2002 the Company had pledged $350,000
of customer accounts receivable to a significant vendor to secure payment for
services to be rendered. The vendor has requested an additional pledge of
$150,000 during the fourth quarter of 2002.

                                       12
<PAGE>


ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


Overview

     The following discussion and analysis of our financial condition and
results of operations should be read in conjunction with the financial
statements and the related notes included in this Form 10-QSB. This quarterly
report of Form 10-QSB contains forward-looking statements based upon current
expectations that involve risks and uncertainties, such as our plans,
objectives, expectations, and intentions. These forward-looking statements
include all statements that are not statements of historical fact. You can
identify these statements by our use of words such as "may," "expect,"
"believe," "anticipate," "intend," "could," "estimate," "continue," "plans," or
their negatives or cognates. Some of these statements include discussions
regarding future business strategy and our ability to generate revenue, income,
and cash flow. We wish caution to the reader that all forward-looking statements
contained in this Form 10-QSB are only estimates and predictions. Our actual
results could differ materially from those anticipated as a result of risks
facing us or actual events differing from the assumptions underlying such
forward-looking statements. Some factors that could affect our results include
those that we discuss in this section as well as elsewhere in this Form 10-QSB.

     Readers are cautioned not to place reliance on any forward-looking
statements contained in this prospectus. We will not update these
forward-looking statements unless the securities laws require us to do so.


Critical Accounting Policies

     A summary of significant accounting policies is included in Note 2 to the
audited consolidated financial statements included in the Company's annual
report on Form 10-KSB for the year ended December 31, 2001. Management believes
the application of these policies on a consistent basis enables the Company to
provide reliable and useful information about the Company's operating results
and financial conditions.


Results of Operations

Nine Months Ended Septmeber 30, 2002 Compared with September 30, 2001

     Total net revenues increased 90% to $6,453,860 for the nine months ended
September 30, 2002 from $3,394,202 for the nine months ended September 30, 2001.
The increase was driven primarily by incremental line count growth and market
penetration in both residential and business local and long distance service
segments through additional utility partnerships and the development of outside
sales agent programs. This growth was furthered through customer migration
subsequent to the agreement we entered with Nuvox Communications, Inc. in April
2002. The Company expects continued growth of its revenue base by capitalizing
on its strategic marketing and support channels, while continuing to expand
geographically and to develop its data, internet, and integrated services
presence in the competitive marketplace.

     Cost of services as a percentage of revenues was 63% or $4,057,071 for the
nine months of 2002 compared to 52% or $1,748,473 for 2001. The decrease in
gross profit margin is primarily the result of a significant product mix shift
from prepaid to a post-paid residential service base. The principal expenses
associated with providing our services are leasing of network components from
Bellsouth, the incumbent telephone provider in our current target markets. Other
primary costs include long distance services purchased from inter-exchange
carriers. Costs can vary greatly depending on product complexity, regionalized
costing in our interconnection agreement with Bellsouth, and by type and method
of provisioning service. Management believes that profit margin will improve as
provisioning processes and operations support systems continue to be refined,
and as overall product mix shifts with the growth of improved margin services.
We periodically evaluate the costs we incur in delivering services to our
customers. As a result of this process, we seek to identify more cost-efficient
procedures for delivering our services, up-sell products to existing customers,
or may decide to discontinue offering some products.

                                    13
<PAGE>


     Provisioning costs as a percentage of revenues were 9% or $563,204 for the
nine-month period ended September 30, 2002 compared to 12% or $396,757 for 2001.
These costs include amounts paid for provisioning new customers and making
changes to existing customer accounts, and are paid to telecommunication
carriers based on our interconnection agreements. For the nine month period
ended September 30, 2002, approximately $85,000 of these costs related to recent
customer migration under the agreement with Nuvox Communications, Inc. The
Company recognizes these costs of customer provisioning as period costs, rather
than capitalizing these costs and expensing them over the expected customer
life.

     Selling, general and administrative expenses were $6,997,240 for the nine
months ended September 30, 2002 compared to $7,459,900 for the corresponding
period in 2001. Expenses include such items as salaries and related personnel
costs, legal and professional services, facilities expenses, rent, utilities,
and sales and marketing costs. Costs decreased between comparable quarters
primarily due to reductions in salaries and wages expenses of $557,366, legal
and professional services of $295,000, outside services of $205,221, and bad
debt of $147,326. These reductions were offset by increases in non-cash stock
compensation of $505,650, and commissions of $406,322.

     Depreciation and amortization expense decreased to $805,805 in 2002 down
from $6,843,145 in 2002, primarily due to discontinued amortization of goodwill,
subsequent to recording intangibles impairment of $4,651,334 in the fourth
quarter of 2001. In 2002, the Company recorded a write-down of net property and
equipment of $205,960.

     Interest expense for the nine months ended September 30, 2002 was
$12,167,111 of which $11,778,975 was non-cash interest related to the issuance
of warrants, preferred shares, and the conversion of debt to common stock, and
$388,136 was related to borrowings under credit facilities, other notes, and
capital leases. Interest expense for the comparable period ended September 30,
2001 was $5,670,521 of which $5,368,017 was non-cash interest related to the
issuance of warrants and the conversion of debt to common stock, and $302,504
was related to borrowings under credit facilities, other notes, and capital
leases.

     Net loss for the nine months ended September 30, 2002 was $(18,342,531)
compared to a net loss of $(18,768,815) for the nine months ended September 30,
2001.


Liquidity and Capital Resources

     We have incurred operating losses since our inception and as of September
30, 2002, we had an accumulated deficit of $(66,967,799) and a working capital
deficit of $(9,374,643).

     LecStar has a credit agreement with Sherman LLC that provides us with up to
$5,000,000 in revolving credit. Pursuant to the terms of the credit agreement,
upon each borrowing we will issue to Sherman a warrant to purchase our common
stock equal to 19% of the amount borrowed divided by the average of the closing
bid price of our common stock for the five trading days immediately prior to the
date of the loan. Borrowings under the credit agreement are secured by our
accounts receivable and certain fixed and other assets, and those of each of our
significant subsidiaries, and accrue interest at the rate of 15% per year. As of
August 30, 2002, all outstanding amounts borrowed under this facility were
converted to preferred and common stock. At September 30, 2002, the Company was
in compliance with all covenants of this credit agreement or had received
appropriate waivers; however, the Company did not meet the conditions for
additional borrowings under this facility.

     We also have a $25,000,000 Equity Line Financing Agreement with Pima
Capital Management Limited. Upon our request, Pima Capital has committed to
purchase up to $25,000,000 of our common stock over a thirty-six month period.
The purchase price per share will be determined by dividing the dollar amount we
request by 92% of the simple average of the closing bid prices of our common
stock over the ten trading days immediately following a draw request from us.

                                       14
<PAGE>


Under the equity line financing agreement, we are obligated to register the
shares of common stock to be purchased by Pima before we may deliver a draw
request to Pima. The Company has not filed a registration statement covering the
resale of the stock under this agreement. To date, we have not drawn funds under
this equity line of credit because of conditions to funding.

     Inability to draw funds under either the financing or credit agreement
could result in a material adverse effect on our business, financial condition,
and results of operation. Furthermore, we may need to raise additional funding
through either debt or equity instruments. If we are not successful in these
efforts, lack of additional funding would result in a material adverse effect on
the Company and its viability as an ongoing concern.

     On October 9, 2002, the Company borrowed $253,000 secured by a claim from a
bankruptcy estate.

     Our cash and cash equivalents decreased $37,150 during the first three
quarters of 2002. The principal sources of funds consisted of $1,364,000 in
borrowings, and $750,569 received in proceeds from the sale of 7,000,000 common
stock warrants, which are included in the total calculation of outstanding
shares. The primary use of funds was cash used in operations of $2,052,604.

     Dividends in arrears on the Company's Series A Preferred Stock, Series D
Preferred Stock, Series E Preferred Stock, and Series G Preferred Stock at
September 30, 2002 total $4,674,386. We are currently analyzing our alternatives
for addressing these arrearages. At Septmeber 30, 2002, we were in default on
$1,139,489 of lease obligations. Default under lease obligations could have a
materially adverse impact on our business.


Recent Accounting Pronouncements

     In July 2001, the Financial Accounting Standards Board (FASB) issued SFAS
141, Business Combinations. SFAS 141 supersedes APB 16,Business Combinations,
and SFAS 38, Accounting for Preacquisition Contingencies of Purchased
Enterprises. SFAS 141 requires the purchase method of accounting for all
business combinations initiated after June 30, 2001 and eliminates the
pooling-of-interests method. The Company does not expect the adoption of SFAS
141 to have a material effect on its financial condition or results of
operations.

     In July 2001, the FASB issued SFAS 142, Goodwill and Other Intangible
Assets. SFAS 142 supersedes APB 17, Intangible Assets, and requires the
discontinuance of goodwill amortization. In addition, SFAS 142 includes
provisions regarding the reclassification of certain existing recognized
intangibles as goodwill, reassessment of the useful lives of existing recognized
intangibles, reclassification of certain intangibles out of previously reported
goodwill and the testing for impairment of existing goodwill and other
intangibles. SFAS 142 is required to be applied for fiscal years beginning after
December 15, 2001, with certain early adoption permitted. The Company adopted
SFAS 142 for its first fiscal quarter of 2002.

     In August 2001, the FASB issued SFAS 143, Accounting for Asset Retirement
Obligations. SFAS 143 addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated retirement costs. The Company does not expect the adoption of SFAS
143 to have a material effect on the Company's consolidated financial
statements.

     In October 2001, the FASB issued SFAS 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, which supersedes SFAS 121, Accounting for the
Impairment of Long-Lived Assets to be Disposed Of. SFAS 144 addresses financial
accounting and reporting for the impairment of long-lived assets and for
long-lived assets to be disposed of. However, SFAS 144 retains the fundamental
provisions of SFAS 121 for: 1) recognition and measurement of the impairment of
long-lived assets to be held and used; and 2) measurement of long-lived assets
to be disposed of by sale. SFAS 144 is effective for fiscal years beginning
after December 15, 2001. The Company does not expect the adoption of SFAS 144 to
have a material effect on the Company's consolidated financial statements.

                                       15

<PAGE>


     In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections
as of April 2002." This standard rescinds SFAS No. 4, "Reporting Gains and
Losses from Extinguishment of Debt," and an amendment of that Statement, SFAS
No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements" and
excludes extraordinary item treatment for gains and losses associated with the
extinguishment of debt that do not meet the APB Opinion No. 30, "Reporting the
Results of Operations -- Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions" ("APB 30") criteria. Any gain or loss on extinguishment of debt
that was classified as an extraordinary item in prior periods presented that
does not meet the criteria in APB 30 for classification as an extraordinary item
shall be reclassified. SFAS No. 145 also amends SFAS No. 13, "Accounting for
Leases," as well as other existing authoritative pronouncements to make various
technical corrections, clarify meanings, or describe their applicability under
changed conditions. The Company is required to adopt SFAS No. 145 effective
January 1, 2003 and does not expect that it will have a material impact on its
financial condition or results of operations.

     In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This standard addresses financial
accounting and reporting for costs associated with exit or disposal activities
and replaces Emerging Issues Task Force Issue No. 94-3, "Liability Recognition
for Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)" ("EITF 94-3"). SFAS No.
146 requires that a liability for costs associated with an exit or disposal
activity be recognized when the liability is incurred. Under EITF 94-3, a
liability for exit costs, as defined in EITF 94-3, was recognized at the date of
an entity's commitment to an exit plan. The provisions of SFAS No. 146 are
effective for exit or disposal activities that are initiated by the Company
after December 31, 2002.


ITEM 3.           CONTROLS AND PROCEDURES

     Within the 90 days prior to the date of this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's management, including the Company's President and Chief Executive
Officer and Treasurer, of the design and operation of the Company's disclosure
controls and procedures, as defined in Exchange Act Rules 13a-14(c) and
15d-14(c). Based upon that evaluation, the Company's President and Chief
Executive Officer and Treasurer, concluded that the Company's disclosure
controls and procedures are effective in enabling the Company to record,
process, summarize and report information required to be included in the
Company's periodic SEC filings within the required time period.

     There have been no significant changes in the Company's internal controls
or in other factors that could significantly affect internal controls subsequent
to the date the Company carried out its evaluation.


                           PART II - OTHER INFORMATION


ITEM 1.           LEGAL PROCEEDINGS

     The Company was a defendant in the action McIntosh & Associates, Inc.
("McIntosh") v. LecStar Corporation filed in the district county of Dallas
County, Texas. The Plaintiff alleges breach of contract and is seeking
$151,143.18 in actual damages plus legal and equitable interests of reasonable
and necessary attorney fees. On February 8, 2002, the Plaintiff received a final
judgment by default for the amount of its claim. On October 2, 2002, the Company
and McIntosh agreed to settle this matter whereby the Company is to pay the
claim over a 15 month period.

     The Company was a defendant in the action James D. Grenfell v. LecStar
Corporation filed with the American Arbitration Association on September 27,
2001. The Plantiff alleged breach of contract and saught in excess of $900,000
in actual damages plus legal and equitable interests of reasonable and necessary
attorney fees. On October 8, 2002, the American Arbitration Association rendered
an award in favor of Grenfell totaling $1.0 million.

                                  16

<PAGE>


     We are not currently a party to any other material legal proceeding other
than various claims and lawsuits arising in the normal course of business. We do
not believe that these lawsuits would individually or in the aggregate, have a
material adverse effect on our business, financial condition or results of
operations.


ITEM 2.           CHANGES IN SECURITIES AND USE OF PROCEEDS

     During the nine  months  ended  September  30,  2002,  we sold  warrants to
purchase  a total of  7,000,000  shares  of  common  stock to  certain  existing
shareholders (Sovereign Partners, Atlantis Capital Fund, Ltd., Dominion Capital,
and Sherman LLC),  and received  $750,569 in cash  proceeds.  These warrants are
included in shares outstanding.  In addition,  the Company sold 1,555,000 shares
of common stock and received $61,960 in cash proceeds. These warrants and common
stock were issued in reliance on the  exemption  from  registration  provided by
Section 4(2) of the Securities  Act, as a transaction by an issuer not involving
a public offering. The Company issued 1,800,000 shares of its common stock, with
a fair market  value of $384,000,  to its advisors in exchange for  professional
and advisory services. The exchange of secured debt issued by LecStar for Series
G Preferred  Stock  resulted in the issuance of 74,629,830  shares of restricted
common stock.


ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

     As of September 30, 2002, the Company had not met the conditions for
additional borrowing as required by the credit agreement with Sherman LLC. The
Company is negotiating with Sherman LLC to restructure this agreement. Inability
to draw funds under the credit agreement could result in a material adverse
effect on our business, financial condition, and results of operation.

     Dividends in arrears on the Company's Series A Preferred Stock, Series D
Preferred Stock, Series E Preferred Stock, and Series G Preferred Stock at
September 30, 2002 total $4,674,386. We are currently analyzing our alternatives
for addressing these arrearages.


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

         None.


ITEM 5.           OTHER INFORMATION

         None.


ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits.

     Exhibit 99.1
          Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section
          1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
          2002

     Exhibit 99.2
          Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section
          1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
          2002

(b)      Reports on Form 8-K.

     On September 6, 2002, we filed a current report on Form 8-K to report
entering a Securities Purchase Agreement with Sherman LLC, whereby LecStar
exchanged certain secured debt issued by LecStar for Series G Preferred Stock
and common stock of LecStar.

                                    17

<PAGE>


     On September 23, 2002, we filed a current report on Form 8-K to report a
change in the Company's certifying accountant, and subsequent ammendment on
October 8, 2002.

     On October 23, 2002, we filed an ammendment to our report on Form 8-K dated
January 25, 2001 to include the signature page of the Company's certifying
accountant.

     On October 25, 2002, we filed a current report on Form 8-K to report
preliminary revenues for the third quarter of 2002, to reaffirm management's
estimate for 2002 annual revenues, and to report an arbitration award against
LecStar totaling $1.0 million.






















































                                    18

<PAGE>


                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities Exchange Act,
LecStar Corporation has caused this ammended quarterly report on Form 10-QSB to
be signed on its behalf by the undersigned, thereunto duly authorized, on
November 14, 2002.
                                                     LECSTAR CORPORATION



                                                     By:  /s/    W. DALE SMITH
                                                                   W. Dale Smith
                                                         Chief Executive Officer

                                                     By:  /s/    JAMES E. MALCOM
                                                                 James E. Malcom
                                                         Chief Financial Officer

















































                                       19

<PAGE>


                                  CERTIFICATION
            Pursuant to Section 302 of the Sarbanes Oxley Act of 2002


I, W. Dale Smith, certify that:

     1.  I have  reviewed  this  quarterly  report  on  Form 10-QSB  of  LecStar
Corporation;

     2. Based on my knowledge, this quarterly 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 quarterly
report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;

     4. The registrant's other certifying officer and I (herein the "Certifying
Officers") 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 internal controls to ensure that material information
relating to the registrant, including its consolidated subsidiaries
(collectively the "Company"), is made known to the Certifying Officers by others
within the Company, particularly during the period in which this quarterly
report is being prepared;

     (b) evaluated the effectiveness of the registrant's internal controls as of
a date within 90 days prior to the filing date of this quarterly report (the
"Evaluation Date"); and

     (c) presented in this quarterly report the conclusions of the Certifying
Officers about the effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

     5. The registrant's Certifying Officers have disclosed, based on our most
recent evaluation, to the registrant's auditors and the audit committee of the
registrant's board of directors:

     (a) all significant deficiencies (if any) 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 Certifying Officers have indicated in this quarterly
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.



/s/ W. DALE SMITH

W. Dale Smith
Chief Executive Officer

November 14, 2002


                                       20

<PAGE>


                                  CERTIFICATION
            Pursuant to Section 302 of the Sarbanes Oxley Act of 2002


I, James E. Malcom, certify that:

     1.  I have  reviewed  this  quarterly  report  on  Form 10-QSB  of  LecStar
Corporation;

     2. Based on my knowledge, this quarterly 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 quarterly
report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;

     4. The registrant's other certifying officer and I (herein the "Certifying
Officers") 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 internal controls to ensure that material information
relating to the registrant, including its consolidated subsidiaries
(collectively the "Company"), is made known to the Certifying Officers by others
within the Company, particularly during the period in which this quarterly
report is being prepared;

     (b) evaluated the effectiveness of the registrant's internal controls as of
a date within 90 days prior to the filing date of this quarterly report (the
"Evaluation Date"); and

     (c) presented in this quarterly report the conclusions of the Certifying
Officers about the effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

     5. The registrant's Certifying Officers have disclosed, based on our most
recent evaluation, to the registrant's auditors and the audit committee of the
registrant's board of directors:

     (a) all significant deficiencies (if any) 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 Certifying Officers have indicated in this quarterly
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.



/s/ JAMES E. MALCOM

James E. Malcom
Chief Financial Officer

November 14, 2002


                                       21