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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                  -------------

                                   FORM 10-QSB
                                  -------------
(Mark One)
[X]        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
           EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED AUGUST 31, 2001.

[  ]       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 0-31217


                              E-STAR HOLDINGS, INC.
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)


                NEVADA                                       06-1574303
    (STATE OR OTHER JURISDICTION OF                      (I.R.S. EMPLOYER
    INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NO.)

             165 EAB PLAZA
         WEST TOWER, 6TH FLOOR
          UNIONDALE, NEW YORK                                 11566
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                    (ZIP CODE)


                                 (516) 522-2725
                 ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 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
    ---     ---


The number of shares outstanding of the issuer's common stock is 5,125,000
(as of October 12, 2001)

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                                        1

<PAGE>





                              E-STAR HOLDINGS, INC.
                     INDEX TO QUARTERLY REPORT ON FORM 10-Q
                FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                          QUARTER ENDED AUGUST 31, 2001


                              ITEMS IN FORM 10-QSB


                                                                           PAGE
Facing page


PART I
                  Item 1.     Financial Statements.                        1
                  Item 2.     Management's Discussion and Analysis of
                              Financial Condition and Results of
                              Operations                                   7
PART II
                  Item 1.     Legal Proceedings                           10
                  Item 2.     Changes in Securities and                 None
                              Use of Proceeds
                  Item 3.     Defaults Upon Senior Securities           None
                  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           10
Signatures                                                               11







<PAGE>

<TABLE>
<CAPTION>
                     E-STAR HOLDINGS INC. AND SUBSIDIARIES
                           CONSOLDIATED BALANCE SHEET


                                     ASSETS
                                                                   August 31,      February 28,
                                                                     2001            2001
                                                                  (Unaudited)     (Audited)
                                                                 --------------- --------------

Current assets:
<S>                                                                <C>             <C>
      Cash and Cash equivalents                                     $      2,981    $      2,794
      Accounts Receivable                                                 16,070          10,391
      Inventory                                                          179,651         142,209
      Other receivables                                                  234,431            --
      Prepaid expenses                                                    25,826         265,826
                                                                    ------------    ------------

          Total current assets                                           458,959         421,220

Property and equipment, net                                            8,675,833       8,693,891
Software development costs                                               149,951         166,951
Security deposits                                                         66,030          81,130
                                                                    ------------    ------------
           Total assets                                             $  9,350,773    $  9,363,192
                                                                    ============    ============

                   LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilites:

        Loans payable                                               $    731,158    $     98,790
        Accounts payable                                                 617,263         839,703
        Accrued liabilities                                              247,317         394,410
       Deferred revenue                                                  199,762          92,498
                                                                    ------------    ------------

           Total current liabilities                                   1,795,500       1,425,401
                                                                    ------------    ------------

Long term liabilities
        Mortgages payable                                              2,740,343       2,766,251
        Loans payable stockholders                                     5,468,955       5,917,836
                                                                    ------------    ------------
            Total long term liabilities                                8,209,298       8,684,087
                                                                    ------------    ------------
            Total liabilities                                         10,004,798      10,109,488
                                                                    ------------    ------------



Stockholders' equity (deficit)
Common stock, par value $0.001; 100,000,000  shares
authorized ; 5,125,000 and 5,014,750 shares
outstanding in August 31, 2001 and February 28, 2001 respectively          5,125           5,015

Additional paid-in capital                                             2,538,180       1,878,430
Accumulated deficit                                                   (3,197,329)     (2,629,741)
                                                                    ------------    ------------

           Total stockholders' equity (deficit)                         (654,024)       (746,296)
                                                                    ------------    ------------
           Total liabilities and stockholders' equity (deficit)     $  9,350,773    $  9,363,192
                                                                    ============    ============


</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                      -1-

<PAGE>






<TABLE>
<CAPTION>

                     E-STAR HOLDINGS INC. AND SUBSIDIARIES
                      CONSOLDIATED STATEMENT OF OPERATIONS

                                                SIX             SIX             THREE             THREE
                                              MONTHS          MONTHS           MONTHS             MONTHS
                                               ENDED           ENDED            ENDED             ENDED
                                           AUGUST 31, 2001  AUGUST 31, 2000  AUGUST 31, 2001 AUGUST 31, 2000
                                           ---------------------------------------------------------------------
Revenue

<S>                                           <C>            <C>            <C>            <C>
Sales                                         $ 4,356,139    $ 2,938,385    $ 2,422,506    $ 2,818,133
Membership plans                                  215,922         12,035        132,931         12,035
Port Jefferson sales                              200,000                       200,000           --
                                              -----------    -----------    -----------    -----------
    total revenue                               4,772,061      2,950,420      2,755,437      2,830,168
                                              -----------    -----------    -----------    -----------

Costs and Expenses

Cost of sales                                   3,254,697      2,413,862      1,841,580      2,413,862



Salaries, benefits and consulting fees            598,011        870,932        301,468        574,389
Rent and utilities                                309,339         87,680        216,529         (5,130)
Professional fees                                  78,692         36,467         59,817         17,592
Depreciation and amortization                     211,552         85,016        118,377         (8,159)
Research and development                           18,750        110,384           --           91,634
Other costs and expenses                          466,427        570,432        276,060        380,065
Abandoment of lease                                65,955           --           65,955           --
                                              -----------    -----------    -----------    -----------
     Total costs and  expenses                  5,003,423      4,174,773      2,879,786      3,464,253
                                              -----------    -----------    -----------    -----------
     Loss before interest expense                (231,362)    (1,224,353)      (124,349)      (634,085)

Interest expense                                  336,226        117,652        170,490        (48,084)
                                              -----------    -----------    -----------    -----------
Net loss                                      $  (567,588)   $(1,342,005)   $  (294,839)   $  (586,001)
                                              ===========    ===========    ===========    ===========



Basic and diluted net loss per common share         (0.11)         (0.28)         (0.06)         (0.12)

Weighted average shares used in basic
net loss per share calculation                  5,058,566      4,867,333      5,091,119      4,867,333



</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                      -2-

<PAGE>


<TABLE>
<CAPTION>


                     E-STAR HOLDINGS INC. AND SUBSIDIARIES
                      CONSOLDIATED STATEMENT OF CASH FLOWS


                                                            SIX           SIX
                                                           MONTHS        MONTHS
                                                           ENDED         ENDED
                                                     August 31, 2001 August 31, 2000
                                                      --------------  -------------


OPERATING ACTIVITIES
<S>                                                       <C>         <C>
OPERATING ACTIVITIES
Net loss                                                  (567,588)   $(1,342,005)
Adjustments to reconcile net loss to cash used in
   operating activities:
     Depreciation and amortization                         211,552         85,016
     Stock based compensation                                 --           66,000

Changes in operating assets and liabilities
     Accounts receivable                                    (5,679)       (64,604)
     Prepaid expense                                       240,000        (31,598)
     Other receivables                                    (234,431)      (106,932)
     Security deposits                                      10,000           --
     Inventory                                             (37,442)          --
     Accounts payable                                     (222,440)       495,294
     Accrued expenses                                     (147,093)        85,349
    Deferred revenue                                       107,264        132,379
                                                       -----------    -----------
          Cash used in operating activities               (645,857)      (681,101)
                                                       -----------    -----------

INVESTING ACTIVITIES
Purchase of leaseholds, improvements and equipment        (176,494)    (6,061,356)
Software development                                          --         (109,220)
DEPOSITS ON LEASEHOLDS                                                     50,000
                                                       -----------    -----------
     Cash used in investing activities                    (176,494)    (6,120,576)
                                                       -----------    -----------
FINANCING ACTIVITIES
Expenses related to financing activities                    (1,640)      (143,555)
Proceeds from issuance of common stock, net                  3,600
Proceeds from loans                                        632,368      4,082,300
Proceeds from loans - stockholders                         214,118      2,220,541
Repayment of Mortgages                                     (25,908)          --
                                                       -----------    -----------
          Cash provided by financing activities            822,538      6,159,286
                                                       -----------    -----------

Net increase (decrease) in cash and cash equivalents           187       (642,391)
Cash and cash equivalents at beginning of period             2,794      1,041,095
                                                       -----------    -----------
Cash and cash equivalents at end of period             $     2,981    $   398,704
                                                       ===========    ===========



Supplemental Information:
     Interest payments                                 $   136,990           --
     Income Tax payments                                      --             --



</TABLE>



              The accompanying notes are an integral part of these
                       consolidated financial statements.



                                      -3-
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                      E-STAR HOLDINGS INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                    UNAUDITED
                                 AUGUST 31, 2001



1.         Basis of Presentation


The unaudited financial statements included in the Form 10Q-SB have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10Q-SB and Item 310(b)
of Regulation SB. The financial information furnished herein reflects all
adjustments, which in the opinion of management are necessary for a fair
presentation of the Company's financial position, the results of operations and
cash flows for the periods presented.

Certain information and footnote disclosures normally contained in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted, pursuant to such rules and regulations.

These interim statements should be read in conjunction with the audited February
28, 2001 consolidated financial statements and related notes thereto included in
the Company's February 28, 2001 certified financial statements. The results of
operations for the six months are not necessarily indicative of the operating
results for the year. The Company presumes that users of the interim financial
information herein have read or have access to the audited financial statements
for the preceding period and that the adequacy of additional disclosure needed
for a fair presentation may be determined in that context.

Beginning March 1, 2001, the Company has not be considered a development stage
enterprise.




                                      -4-
<PAGE>



2        Leasing of Site

                The Company owns a car wash facility in Port Jefferson, Long
                Island, NY. The Company has leased the Port Jefferson facility
                to a third party who is not affiliated with the Company or with
                any of the directors or executive officers. The lease is for 22
                years, at an initial triple net rental of $38,400 per annum,
                increasing by 5% each year. In such lease transaction the
                Company is to receive an aggregate of an additional $150,000,
                plus interest, in monthly loan payments over the next two years.
                The lessee is using the "All Star" name for the facility. The
                Port Jefferson facility began operations in June 2001.

  3.     SB-2 Registration

                The SB-2 Registration has been closed. Pursuant to the
                registration statement the Company sold an aggregate of 250,000
                shares and received net proceeds of $1,388,360.



                                      -5-
<PAGE>


ITEM 2.

MANAGEMENT'S DISCUSSION AND ALALYSIS
OF FINANICAL CONDITION AND RESULTS OF OPERATIONS

General Business

We have a limited operating history with our car wash and car care service
businesses. Since January 2000 our main business has been the acquisition,
renovation and operation of the car wash and car care facilities. We have also
developed Worlds Best Membership (WBM). On March 1, 2001, we became fully
operational at five locations and the sixth opened in June. At this time we are
repositioning our company from a company involved in the day to day operations,
to a company that acquires real property and leases the sites, and the All-Star
name. We will continue to develop and market the WBM programs.


Results of Operations

Six Months August 31, 2001

Revenue-Sales for the six months ended August 31, 2001 were $4,356,139 from
gasoline, carwash and convenience store sales, $215,922 was from the sale of
membership plans and $200,000 was from leasing of the Port Jefferson site. The
car wash business may suffer from seasonal trends, and certain weather
conditions. In this period both affected our business. The first quarter was
affected by a loss of 30% of operating days due to rain and the second quarter
was affected by the summer months. Our business suffers in extended periods of
warm, dry weather, which may encourage customers to wash their own cars. We also
had only five of our six sites operational in the first quarter. The sixth site
became operational in June 2001.

Cost of Sales was $3,254,697. These costs are primarily attributed to the cost
of fuel. The margin for fuel is small compared to the margin on car wash sales.

Research and development expense was $18,750 for the six months ended August 31,
2001. These expenses were primarily related to the development of our Point of
Sale (POS) software program and the security tracking software program. The POS
software is operational at all of our six car wash locations. We are in the
third phase of development. We plan to market the POS software in the coming
year. The POS software will be marketed to other car washes and can be adapted
for use in other industries. We believe that we will need to raise additional
capital through equity or alternative financing to market this product properly.
To date funds have not been available to start marketing the (POS) software. We
expect to continue to make substantial investments in the research and
development of new products in management information systems through the use of
the Internet, for use by our subsidiaries and for resale, as additional
financing becomes available.




                                      -6-
<PAGE>




Salaries, benefits and consulting fees were $598,011 for the six months ended
August 31, 2001. These expenses were primarily attributed to salaries for
management and for running operations.

Other costs and expenses was $466,427. They include travel, advertising,
printing and reproduction, insurance, bank charges and merchant fees.

Depreciation and amortization expense amounted to $211,552, primarily attributed
to the amortization of leaseholds and leasehold improvements.


Interest expense was $336,226 and is attributed to mortgages and shareholders
loans pursuant to subscription agreements. Interest expense of $190,746 is
attributed to shareholders loans, and $145,480 is from other loans and
mortgages.

Net loss was $567,583 for the six months ended August 31, 2001. The loss is
attributed to carrying two of our locations for the first three months of the
quarter when renovation and construction took place. These locations became
operational in June 2001. This quarter is our weakest quarter because of the
summer months.


THREE MONTHS AUGUST 31, 2001

Revenue-Sales for the three months ended August 31, 2001 were $2,422,506 from
gasoline, carwash, and convenience store sales, $132,931 was from the sale of
membership plans and $200,000 was from the leasing of Port Jefferson. We were
able to achieve this revenue despite being in our weakest quarter of our year.
Sales have also increased over last quarter with an additional site beginning
operations.

Cost of Sales was $1,841,580 for the three months ended August 31, 2001,
primarily attributed to the cost of fuel. The margin for fuel is small compared
to the margin on car wash sales.

Salaries, benefits and consulting fees were $301,468 for the three months ended
August 31, 2001. These expenses were primarily attributed to salaries for
management and for running operations. In this quarter we had additional
expenses relating to the opening of our Freeport site. Additional management and
staff were necessary for training our staff properly. We do not expect to have
these costs going forward.

Other costs and expenses was $276,060 for the three months ended August 31,
2001. They include travel, advertising, printing and reproduction, insurance,
bank charges and merchant fees. Additional advertising expenses were incrured in
this quarter in relation to opening of our Freeport site.

Depreciation and amortization expense amounted to $118,377 are primarily
attributed to the amortization of leaseholds and leasehold improvements.



                                      -7-
<PAGE>



Interest expense was $170,490 and is attributed to mortgages and shareholders
loans pursuant to subscription agreements. Interest expense of $95,373 is
attributed to shareholders loans and $75,117 is from other loans and mortgages.

Net loss was $294,831 for the year three months ended August 31, 2001. The loss
is attributed being in our weakest quarter of the year as well as the high
interest costs associated with the loans to shareholder pursuant to the
subscription agreements.





LIQUIDITY AND CAPITAL RESOURCES AS OF AUGUST 31, 2001

We believe that revenue from six fully operational locations and the leasing of
Port Jefferson will generate sufficient cash flow for the next year. We also
believe that we will not incur many of the start up costs that we incurred in
the previous year. However, we will not be able to expand carwash sites or
market new products without the availability of new credit lines. We still have
access to the subscription agreements if necessary. We feel that the terms of
these agreements are not beneficial for use in the future purchase of sites or
for working capital needs. Our ability to continue as a going concern is
dependent upon being able to find additional financing. We can give no
assurances that we will be able to find such financing with acceptable terms.

Net cash used in operating activities was $670,857 for the six months ended
August 31, 2001. Net cash used in operating activates was primarily attributable
to a net loss of $567,588 partially offset by a decrease in prepaid expenses and
an increase in Other receivables of $234,431 and less a decrease in accounts
payable of $222,440 and accrued expense of $147,093.

Net cash used in investing activities for the six months ended August 31, 2001
was $176,494 and can be attributed to the renovation of two locations. We
anticipate no major renovation or acquisitions in the near future.

Net cash provided by financing activities for the six months ended August 31,
2001 was $822,538, primarily from demand loans that were made by affiliates.





                                     PART II

ITEM 1.    LEGAL PROCEEDINGS

           Sunoco, Inc. instituted an action for approximately $210,000 against
one of our wholly owned subsidiaries in the Supreme Court of the State of New
York, Suffolk County. Sunoco claims approximately $56,000 for fuel sold,
approximately $24,000 for money loaned to our subsidiary, $60,000 for equipment
our subsidiary uses belonging to Sunoco and $70,000 for contract stipulated
liquidated damages. Our subsidiary has denied Sunoco's claims and counterclaimed
for $1,000,000 damages resulting from Sunoco's breach of its agreement to supply
our subsidiary with fuel.



ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K


(a)                 EXHIBIT NO.          DESCRIPTION
                    -----------          -----------
                        3.1              Articles of Incorporation (1)
                        3.2              By-Laws (1)
------------------------


(1)        Filed as an Exhibit to the Company's Registration Statement on
           Form SB-2 (File No. 333-34790) and incorporated herein by reference.

(b)        REPORTS ON FORM 8-K

           We did not file any report on Form 8-K in the quarter ended August
           31, 2001.








                                      -8-
<PAGE>




                                   SIGNATURES

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

                                                     Registrant:

                                                     E-STAR HOLDINGS, INC.



Date: October 15, 2001                         By: /S/ ZION MICHTAVY
                                                   -----------------------------
                                                   Zion Michtavy
                                                   Secretary








                                      -9-
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