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






                                   Form 10-KSB

                    [X] ANNUAL REPORT PURSUANT TO SECTION 13
                         OF THE SECURITIES EXCHANGE ACT

                     For the Fiscal Year Ended June 30, 2002

                             Planet Resources, Inc.
                (Name of Small Business Issuer in its Charter)

                                    DELAWARE
          (State or other jurisdiction of incorporation or organization)

               333-76533                                  76-0600966
        (Commission File Number)            (IRS Employer Identification Number)

                        David L. Bailey, President and CEO
                             Planet Resources, Inc.
                          50 West Broadway, Suite 1100
                           Salt Lake City, Utah 84101
                     (Address of principal executive offices)

                                 (801) 350-2017
                  (Registrant's telephone number, including area code)

            Securities Registered under Section 12(b) of the Exchange Act:

            Title of Each Class Name of Each Exchange on which Registered
                                      None

           Securities Registered Under Section 12(g) of the Exchange Act:
                          Common Stock, $.001 Par Value

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the 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
____

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

State issuer's revenues for its most recent fiscal year:  $-0-.

State the aggregate market value of the voting and nonvoting common equity
securities held by non-affiliates computed by reference to the price at which
the common equity stock was sold, or the average bid and asked prices of such
stock, as of a specified date within the past 60 days: $-0- (stock is not
quoted).

State the number of shares outstanding of each of the issuer's classes of
common equity, as of September 10, 2002:  2,055,000

Transitional Small Business Disclosure Format:       Yes ____ No __X__
                                                                   -


                                     PART I

Item 1.  Description of Business.

General

         We were incorporated in the State of Delaware on March 26, 1999, as a
wholly owned subsidiary of Internet Law Library, Inc. ("Internet Law"). We were
formed in connection with the execution of an Agreement and Plan of Distribution
(the `Distribution Agreement') by and between Internet Law and us dated March
25, 1999. Under terms of the Distribution Agreement, Internet Law transferred
certain of its assets to us including mineral rights and related equipment,
which are not reflected on the accompanying balance sheets as these assets are
fully impaired.

         We became a public company on March 12, 2001 upon the effectiveness of
a registration statement on Form SB-2. Subsequent to the effective date of our
registration statement, the 100,000 common shares then outstanding were
cancelled and 2,000,000 shares were issued to our shareholders. As part of our
stock option plan and as partial payment to a third party for assisting us
register our shares of common stock, 405,000 options and 50,000 options
respectively may each be used to purchase one share of our common stock at $.15
and $.40, respectively. In connection with the issuance of the 50,000 options,
we authorized the issuance of a warrant for $10.00 to purchase up to 50,000
shares of our common stock at a price of $.40 per share of which half of the
warrants were purchased for a price of $5.00 prior to June 30, 2001. These
options expire prior to December 31, 2004 and November 2, 2004 respectively. In
February 2001, we amended our certificate of incorporation to state that the
aggregate number of shares of all classes of capital stock which we have the
authority to issue is 26,000,000 of which 25,000,000 are to be shares of common
stock at $.001 par value per share and 1,000,000 shares are to be shares of
serial preferred stock at $.001 par value per share. During fiscal 2002, the
Company issued 55,000 shares of its $.001 par value common stock for services.
Due to a lack of value of our shares, no value was placed on the issuance of
these 55,000.

         We have no operating assets or operations. Administrative costs
associated with the preparation of financial information, legal, and accounting
expenses, and other costs are being funded by our president. At June 30, 2002
and 2001, we were indebted to our president for these expenses in the amount of
$25,000 and $15,000, respectively. Our president has no contract or obligation
to continue providing financial assistance to us. Unless, and until, we are able
to raise debt or equity capital, or generate or acquire operations, our
operations will remain dormant. Consequently, we do not have the ability to
finance any costs or operations normally associated with a going concern entity.

Corporate History

         Our predecessor, also named Planet Resources, Inc. was originally
incorporated as Allied Silver-Lead Company in the State of Idaho in 1967 and,
until 1992, operated as an exploratory mining company in the development stage.
During that time, the business activities of Allied were confined to the
acquisition of mineral rights lying beneath the City of Mullan, Shoshone County,
Idaho, and the identification of a third-party partner to finance exploration
and development of the property.

         On May 1, 1981, Allied entered into an agreement with the City of
Mullan, which superseded a previous agreement dated December 31, 1971. The
Allied-Mullan agreement provided Allied, as Lessee, the right to mine subsurface
minerals on approximately 190 acres of land owned by the City of Mullan for a
period of 25 years, with an option to renew the lease for an additional 25
years. These mineral rights are located in the Hunter Mining District. A
separate lease was obtained for the mineral rights to approximately 3 acres of
land owned by School District #392. The lease of mineral rights, as it relates
to School District #392, has expired. However, the lease of mineral rights, as
it relates to the City of Mullan, has not expired and is current and in good
standing. The agreement provided, that in the event Allied entered into a lease
agreement for the exploration and development of "City Property" south of the
Osburn Fault, the City of Mullan would receive 15% of the royalties received
from that lease agreement. No royalties have been paid as no exploration has
taken place.

         On January 1, 1981, Allied entered into a lease agreement with Sunshine
Mining Company, a Delaware corporation, with mining properties situated in
Shoshone County, Idaho. On June 26, 1984, the lease was assigned by Sunshine to
Hecla Mining Company; a Delaware corporation listed on the New York Stock
Exchange, also with mining operations near Mullan, Idaho. The lease covered all
of our properties north of the Osburn Fault as defined in the lease agreement.
The lease was for a period of forty years with a right to renew for an
additional forty years. On October 16, 1991, Hecla notified Allied that it was
electing to terminate the lease agreement on January 16, 1992. Title to the
subsurface mineral rights was acquired by issuance to the real property owners
of one share of common stock of Allied for each 25 square feet of surface owned.
Conveyance of title included all subsurface rights lying beneath adjacent
streets and alleys where ownership rested with the grantor.

         Since 1992, we have not conducted any operations. However, we
maintained title to our mining properties and related assets.

Proposed Business and Plan of Operation for the Next Twelve Months
------------------------------------------------------------------

         We do not currently have nor do we anticipate having the financial
resources to independently develop our mining properties. During the next twelve
months, we will attempt to identify and contract with a mining company that will
agree to search for minerals that may underlie our property. The small amounts
of cash required to maintain our operations, as well as the costs associated
with the identification and contracting of a mining company partner, are
provided by our chief executive officer and principal stockholder, Mr. A.W.
Dugan. Future funding by Mr. Dugan may come from the exercise of options to
purchase our common stock and/or through future agreements between Planet and
Mr. Dugan. As a result, we do not believe there will be a need to raise
additional funds during the next twelve months, other than through Mr. Dugan, if
and when required.

         Our plan to contract with a mining company includes:

                  (1) An investigation of mining companies, which are currently
         operating in the general area of our properties. This investigation may
         include the use of industry databases, as well as the investigation of
         governmental records and industry experts. We do not expect this cost
         to exceed $2,500.

                  (2) Initial discussions with those potential mining company
         partners as determined from our investigation. We do not expect this
         cost to exceed $5,000.

                  (3)      Contract negotiations with an interested mining
         partner.  We do not expect the costs, legal or otherwise,
         to exceed $10,000.

         Though no formal agreement exists between Mr. Dugan and us, Mr. Dugan
has funded the costs of such plan to the extent that these costs do not exceed
$30,000. If we are able to contract with a mining company, we anticipate that
all expenses for exploration and exploitation of our mineral properties will be
borne by the mining company and not by us. In return, we would receive a royalty
fee based on a percentage of the proceeds from the sale of those minerals the
mining company may recover from our properties.

         We are unable to make any guarantees that:

                  (1)      we will be able to identify and negotiate an
         arrangement with a mining company within the next twelve
         months,

                  (2)      our mining properties will be found attractive to a
         prospective mining company partner, or

                  (3) if mined, our properties will produce any saleable
         minerals or metals that would result in our receiving any income.

         While we believe that such opportunities can be investigated, reviewed
and consummated for minimal costs, we cannot give any assurances that related
costs will be minimal or that any investigations will prove to be successful.


         Because the volatility of metals prices may adversely affect our
ability to attract a joint venture mining partner for development and
exploration efforts, we may not realize any potential revenues and subsequent
potential earnings from our mineral assets, which, consequently, may have a
negative impact on the value of your shares.


         Our ability to attract a joint venture partner for the mining of our
properties is directly related to the prices of the metals that may be found in
our property. If prices for these metals decline, it may not be economically
feasible for a mining company to develop commercial production on our property.
Consequently, we may not realize any economic benefit derived from such
development and the value of your shares could be greatly affected.


         The mineral and metal exploration of our property may not be successful
which could lead to our inability to meet our financial obligations at that
time.


         Mineral and metal exploration, particularly for gold and silver, is
highly speculative. It involves many risks and is often non-productive. Even if
valuable deposits of minerals or metals are found on our property, it may be
several years before production is possible. During that time, it may become
economically infeasible to produce those minerals or metals. As a result of
these costs and uncertainties, we may not be able to realize any revenues from
the development of our property for some time, if at all, while having incurred
significant expenses in the exploration process. Should this occur, it is
unlikely that we will be able to meet our financial obligations at that time.


         Our potential joint venture mining company partners may be adversely
affected by risks and hazards associated with the mining industry, which may
limit their ability to exploit our mineral assets. Should any such event occur,
to the extent that any royalty payments due us are delayed or eliminated, it may
become difficult for us to meet our financial obligations at that time.


         In September 2002, the Company entered into an agreement and plan of
merger with CeriStar, Inc., which was consummated as of 9:00 o'clock a.m. EDT on
the 10th day of September, 2002 and resulted in a change of control of the
Company. It is anticipated that new management of the Company will change the
corporate name to CeriStar, Inc. In connection with the closing of the merger,
Planet transferred its mineral properties to a newly formed, wholly-owned
subsidiary and intends to distribute all of the shares of such subsidiary to the
shareholders of Planet as of August 30, 2002.


Item 2.  Description of Property.

Properties-Mineral Rights and Leases

         The predecessor company (Allied) has owned the right to mine certain
subsurface minerals as discussed under "Corporate History." The mineral
properties are described as follows:

                  The mineral properties consist of a mining lease with the City
         of Mullan and subsurface mineral rights that Allied acquired from
         property owners in Mullan, Idaho, in exchange for stock in Allied
         Silver. The lease with the City of Mullan is for 25 years from May 7,
         1981. The lease grants the Lessee the option to renew the lease for 25
         years from expiration of the original term. The property leased from
         the City of Mullan consists of approximately two hundred acres and
         involves property to the north and south of the Osburn Fault. The City
         of Mullan, as Lessor, is entitled to receive 20% of any and all royalty
         payments, advance or otherwise, or other consideration, which may be
         paid by any third parties to the Lessee as a result of mining
         activities north of the Osburn Fault. The same is true for activities
         south of the Osburn Fault, but the payment shall be 15%, rather than
         20%.

         The mineral interests owned by Allied constitutes fee simple interest
to the subsurface mineral rights previously held by property owners within the
City of Mullan. Those property owners conveyed, by deed, their subsurface
mineral rights to Allied Silver in exchange for stock in Allied Silver. These
subsurface mineral rights are held as fee simple absolute. The precise acreage
for all of the subsurface mineral rights has not been calculated, but the
property from which these subsurface mineral rights were severed was all located
within the boundaries of the City of Mullan. Therefore, to the extent there was
private property within the City of Mullan, those property owners conveyed the
subsurface mineral rights to Allied Silver. To the extent there was any property
owned by the City of Mullan, including public right-of-ways like streets, alleys
and parks, the City leased its mineral rights to the subsurface to Allied
Silver.

         Pursuant to the Distribution Agreement, Planet became the owner of
subsurface mineral rights on approximately 190 acres located in the City of
Mullan, Idaho. Title was acquired by issuance to real property owners of one
share of capital stock for each 25 square feet of surface owned.

Item 3.  Legal Proceedings.

         We are not a party to any material pending nor are we aware of any
threatened legal proceeding.

Item 4.  Submission of Matters to a Vote of Security Holders.

         No matters were submitted to securities holders during the year ended
June 30, 2002.


                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.

Market Information

         The stock is not currently traded on any exchange. However, any trading
of the stock in the OTC market is reported on the Exchange Bulletin Board
operated by the National Associated of Securities Dealers, Inc. There is no
known public market for our common stock. As of September 10, 2002, there were
1,442 holders on record of our common stock, holding a total of 2,055,000
shares.

Dividend Policy

         We have never paid any dividends on our common stock and do not have
any current plan to pay any dividends in the foreseeable future.

Item 6.  Management's Discussion and Analysis of Financial Condition and Plan
of Operation.

Discussion of Financial Condition

         We currently have no revenues, no operations and own no viable assets.
We will remain illiquid until such time as a business combination transaction
occurs, if ever. We cannot make any prediction of our future financial
condition.

         Our independent auditor, Harper and Pearson Company, expressed in its
opinion on our audited financial statements, doubt about our ability to continue
as a going concern. Reference is made to our financial statements included
elsewhere herein, and, specifically, to the Independent Auditor's Report and
Note A in our financial statements.

Proposed Business and Plan of Operation for the Next Twelve Months
------------------------------------------------------------------

         We do not currently have nor do we anticipate having the financial
resources to independently develop our mining properties. During the next twelve
months, we will attempt to identify and contract with a mining company that will
agree to search for minerals that may underlie our property. The small amounts
of cash required to maintain our operations, as well as the costs associated
with the identification and contracting of a mining company partner, are
provided by our chief executive officer and principal stockholder, Mr. A.W.
Dugan. Future funding by Mr. Dugan may come from the exercise of options to
purchase our common stock and/or through future agreements between Planet and
Mr. Dugan. As a result, we do not believe there will be a need to raise
additional funds during the next twelve months, other than through Mr. Dugan, if
and when required.

         Our plan to contract with a mining company includes:

                  (1) An investigation of mining companies, which are currently
         operating in the general area of our properties. This investigation may
         include the use of industry databases, as well as the investigation of
         governmental records and industry experts. We do not expect this cost
         to exceed $2,500.

                  (2) Initial discussions with those potential mining company
         partners as determined from our investigation. We do not expect this
         cost to exceed $5,000.

                  (3)      Contract negotiations with an interested mining
         partner.  We do not expect the costs, legal or otherwise,
         to exceed $10,000.

         Though no formal agreement exists between Mr. Dugan, and us Mr. Dugan
has funded the costs of such plan to the extent that these costs do not exceed
$30,000. If we are able to contract with a mining company, we anticipate that
all expenses for exploration and exploitation of our mineral properties will be
borne by the mining company and not by us. In return, we would receive a royalty
fee based on a percentage of the proceeds from the sale of those minerals the
mining company may recover from our properties.

         We are unable to make any guarantees that:

                  (1)      we will be able to identify and negotiate an
         arrangement with a mining company within the next twelve
         months,

                  (2)      our mining properties will be found attractive to a
          prospective mining company partner, or

                  (3) if mined, our properties will produce any saleable
         minerals or metals that would result in Planet receiving any income.

         While we believe that such opportunities can be investigated, reviewed
and consummated for minimal costs, we cannot give any assurances that related
costs will be minimal or that any investigations will prove to be successful.


         In September 2002, the Company entered into an agreement and plan of
merger with CeriStar, Inc., which if consummated, will result in a change of
control of the Company. It is anticipated that simultaneously with the closing
of this proposed merger, Planet will enter into an irrevocable agreement to
transfer it's mineral properties to a newly formed, wholly-owned subsidiary and
distribute all of the shares of such subsidiary to the current shareholders of
Planet.


Item 7.  Financial Statements.

         See Exhibit A.

Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures.

         There have been no auditor changes or disagreements with our auditor
with respect to accounting and financial disclosure matters.


                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.

         The following table sets forth the officers and directors of the
Company as of June 30, 2002
<TABLE>
                           Name                 AGE                 Position              Since
<S>             <C>                             <C>     <C>                               <C>
                A.W. Dugan                      73      President and CEO; Director         March 1999
                Jacque N. York                  55      Secretary; Director                 March 1999
                Michael K. Branstetter          47      Director                            March 1999
</TABLE>
         A.W. Dugan, Chief Executive Officer, President and Director.  Mr.
Dugan's principal occupation and five year business history is as oil and gas
operator.  For the past five years, Mr. Dugan has been the chief executive
officer of Nortex Corporation, a privately held company in the business of oil
and gas exploration and production.  In addition to his responsibilities at
Nortex, Mr. Dugan serves as the President of Anglo Exploration Corporation and
Houston Resources Corporation.  Anglo Exploration Corporation is an affiliated
company that has a limited portfolio of passive investments, which Mr. Dugan
manages.  Mr. Dugan has been associated with Anglo Exploration Corporation for
25 years.  Mr. Dugan and his family are the sole stockholders of Anglo
Exploration.  Houston Resources Corporation is an affiliated company, which
operates oil properties for Mr. Dugan's interest as well as for the interests
of others.  Mr. Dugan has been associated with Houston Resources Corporation
for 25 years.  Houston Resources Corporation is a passive investor in Planet
Resources, Inc. and Mr. Dugan and his family are the sole stockholders.

         Jacque N. York, Secretary and Director.  Ms. York's principal
occupation and five year business history is as corporate officer.  For the
past five years, Ms. York has been the corporate secretary of Nortex
Corporation, a privately held company in the business of oil and gas
exploration and production.

         Michael K. Branstetter, Director.  Mr. Branstetter's principal
occupation and five year business history is attorney at law.  Mr. Branstetter
is an officer and director of the following public companies:  Pilot Silver
Lead, Inc., Idaho General Mines, Inc. and Lucky Friday Extension Mining Company.

         The following table sets forth the officers and directors of the
Company as of the date of this report.

<TABLE>
                 Name                   Age                                Position
<S>        <C>                          <C>      <C>
           David L. Bailey               62      Chairman of the Board, President and Chief Executive Officer
           Dane P. Goodfellow            55      Vice President of Marketing and Director
           G. Earl Demorest              47      Chief Operating Officer, Vice President of Finance, Treasurer and
                                                 Secretary
           R. Art Brown                  61      Vice President of Sales
           Paul D. Losee                 53      Vice President of Corporate Development
           Lark M. Allen                 56      Director
           Mark S. Hewitt                49      Director
</TABLE>
         Set forth below is a description of the backgrounds of each of the
officers and directors of the Company.

         David L. Bailey has served as Chairman of the Board, President and
Chief Executive Officer of CeriStar since December 2, 1999. From May 1997 to
December 1999, Mr. Bailey served as Managing Partner of DL Group, a limited
liability corporation which markets and sells computer software and
telecommunications products. From 1988 to 1989, and from 1993 to 1997, he was
Chairman and Chief Executive Officer of VZ Corp., a software development
company. From 1990 to 1993, Mr. Bailey served as a President of the Arizona
Tempe Mission of the Church of Jesus Christ of Latter-day Saints. From 1986 to
1988, he was Managing Partner of Eagle Place Partners, a venture capital fund.
During that period, Mr. Bailey also served as Chairman and Chief Executive
Officer of Clyde Digital Systems (Raxco), a software security development
company, from 1987 to 1988. From 1985 to 1986, Mr. Bailey was General Manager of
the SCO Operation of Hewlett-Packard Company. From 1983 to 1986, he was Chairman
and Chief Executive Officer of Cericor, Inc., a software development company,
which was later sold to the Hewlett Packard Company. From 1980 to 1983, Mr.
Bailey was the lead founder, President and Chief Executive Officer of Iomega,
Inc., a computer and software development firm. From 1965 to 1980, he was an
engineer at IBM Corporation, where his primary responsibilities were engineering
and engineering management. In 1985, Mr. Bailey was selected as "Entrepreneur of
the Year" by the Mountain West Venture Group in Salt Lake City, and was also
honored with a distinguished alumnus award in electrical engineering at Utah
State University. Mr. Bailey received B.S.E.E. and M.S.E.E. degrees in
Electrical Engineering from Utah State University in 1962 and 1965,
respectively.

         Dane P. Goodfellow has served as Vice President of Marketing and a
director of CeriStar since December 2, 1999.  From July 1998 to December 1999,
Mr. Goodfellow served as Vice President of Sales of ViewPoint, Inc., a software
development company.  From August 1984 to 1987, he served as Vice President of
Marketing and Sales of VZ Corp., a software development company.  From January
1994 to August 1994, Mr. Goodfellow was Vice President of Marketing and Sales
Operations of ViewSoft, Inc., a software development tools company.  From June
1992 to January 1994, he was Vice President of Marketing and Sales of the PPI
Group, a software development company in the dental industry.  From January
1970 to June 1992, Mr. Goodfellow was employed at IBM Corporation, serving in
direct sales management from July 1979 to June 1992, including five years as a
first level manager and then seven years as a second level sales manager.  Mr.
Goodfellow currently serves as Director of the Utah Partnership for Education
and Economic Development, and Director of the Utah Electronic Commerce
Initiative.  He is a past director of New Horizons Minority Organization, and a
past director of the Governor's Economic Development Task Force.  Mr.
Goodfellow received a B.A. degree in Economics from Georgetown University in
1969 and has attended the M.B.A. Program at George Washington University.

         G. Earl Demorest has served as Vice President of Finance, Controller,
Treasurer and Secretary of CeriStar since December 2, 1999.   From August 1997
to December 1999, Mr. Demorest served as Chief Financial Officer and Network
Administrator of DL Group, a limited liability corporation which markets and
sells computer software and telecommunications products.  From August 1995 to
August 1997, he was Controller and Network Administrator of VZ Corp, a software
development company.  From August 1994 to August 1995, Mr. Demorest was
Controller of Graphics Design Printing.  From July 1998 to August 1988 to
August 1994, he was President and Chief Executive Officer of GED, Inc., an
owner of convenience stores.  From July 1982 to July 1988, Mr. Demorest served
as a Captain in the United States Air Force.  Mr. Demorest received a B.S.
degree in Accounting from Weber State University in 1981, and a Masters in
Business from Lesley College in 1982.

         Paul D. Losee has extensive management experience in RandD, QA, Market
Research, and Channel Development with 7 years executive experience in marketing
and technology start-up companies utilizing the Internet. Prior to coming to
CeriStar, Paul was the Chief Operating Officer of Xboundary.com Inc., where he
was involved in all aspects of building and managing that high tech startup
company in the Internet centric software development sector. He worked with
major authors of intellectual capital at Harvard University to package IP
software products. From 1998-1999, Paul was also a consultant and acting Chief
Operating Officer at IQ Telecommunications, Inc. There he worked with senior
executives at Microsoft, GTE Internetworking, Oracle, USWeb/CKS, Electric
Lightwave, Perot Systems and many smaller vendors to build the IQ project. Paul
was the president and founder of M+, Inc., a marketing consultancy firm from
1994-1998. This company conducted and participated in research projects for
Fortune 100, mid range, and start-up companies including: Iomega, Keytronic,
PandG, Kodak, Minnesota Mutual Life Insurance, Cardinal Technology,
Nutraceutical, Royal Bank of Canada, Chrysler, and others. He was one of 13
original founders of Iomega Corporation, where he worked from 1980 to 1994. He
received 5 U. S. patents which formed the foundation of Iomega's Bernoulli
Technology and Zip products and held senior level management positions in
Research and Development, Quality Assurance, Market Research, Competitive
Analysis, and Market Channel Development. Paul started his career at IBM in
1974 as a design engineer in development of IBM MSS3850 product, the largest
library storage device built during the 1970s. He was awarded two IBM digital
storage related patents and published two articles in the IBM Technical
disclosure bulletin and managed the Magnetic Head Development Group at Tucson
R and D Laboratory. Paul has a Bachelor of Science degree in Mechanical
Engineering from Brigham Young University, Provo, Utah, 1974.

         R. Art Brown has served as Vice President of Sales since April of 2002.
He comes to CeriStar with vast experience gained as a marketing representative
and account executive with IBM from 1965-1992. Art has a Bachelor of Science
degree from Brigham Young University, Provo, Utah, 1967 as well as a MBA from
this institution, 1967.

         Lark M. Allen has served as Director of CeriStar since April of 2000.
Lark is currently at Wave Systems Corp., as its Executive Vice President,
Corporate Development (1998-Present). He is responsible for worldwide strategy,
technology and business development at Wave Systems, which is creating a new
model for electronic commerce and secure content distribution. Wave System's
strategic architecture, "Trust at the Edge" is aimed at moving the e-commerce
transactions directly into user devices through building an end to end security
and trust layer over the Internet. The goal is to monetize the Internet. The
company has formed strategic partnerships with PC OEMs, PC technology suppliers,
set top box providers, network and broadcasting companies, motion picture and
music industries, financial and credit card companies, and a broad range of
software companies. He is a board member of the International Security, Trust,
and Privacy Alliance, which is involved in worldwide efforts to provide a
privacy solution for individuals to the Internet.

         Lark's previous position was with IBM Corp., as Director of its
Worldwide Strategy for IBM's Networking Hardware and Software Division.
Additional IBM executive positions over 28 years included Director of Marketing
and Sales, General Manger of Consulting and Services, Branch Manager/Senior
Executive, and Director of Worldwide Technical Support. These positions included
a broad range of executive and management positions over networking, software,
development, marketing, sales and consulting.

         Lark has a MS degree in Industrial Administration from Purdue
University. He is a DuPont Fellow, Krannert Scholar, and has a BS degree in
Physics from Brigham Young University.

         Mark S. Hewitt has served as Director of CeriStar since April of 2000.
As an award-winning systems designer and technology patent holder, Mark has a
skill set that is very rare in the industry - a strong technology sense as well
as a seasoned business mind. Mark is currently Chief Technology Officer of
Mediacentric Group, a communications solutions provider, with a proven ability
to create, implement and manage large projects. Most recently, Senior Vice
President of I-Link, Mark has created a strong presence and knowledge of the
growing unified messaging and IP telephony industry and is an invaluable
resource on the Mediacentric team.

         With over 23 years of experience in communication technologies, Mark
Hewitt has successfully bridged the gaps between engineering and business
interests in three distinct fields - Telecommunications - Data - Wireless. He
has proven successes in Software Design, Data and Voice Network, Cellular and
Trunked Radio systems, IP Telephony, Telecom Switching and Enhanced Services has
provided Mark with the experience and expertise to assist a rising contingent of
businesses seeking to optimize and develop a niche under increasing pressures
for new technology.

         As the evolution of technology took shape in the mid-80's and early
90's, Mark was on the forefront of these rapid changes and was in part
responsible for some of the systems and designs that have impacted
communications technology as we know it. As a part of development teams like
Motorola and Sterling Cellular, Mark was literally a pioneer in the then
groundbreaking technology of cellular and satellite technologies. Each of these
layers of knowledge led to further industry milestones that Mark was able to
develop and deploy. His experience makes him a highly qualified authority and
board member in the emerging paradigms in both business and telecommunications
technology.

Item 10.  Executive Compensation.

         The Company's management is not currently compensated for services
provided to the Company, and no compensation has been accrued and none is
expected to be accrued in the future.

Item 11.  Security Ownership of Certain Beneficial Owners and Management.

         The following table sets forth the names and addresses of each of the
persons known by the Company to own beneficially 10% or more of the common stock
of the Company, as well as the common stock ownership of each of the officers
and directors of the Company as of June 30, 2002.
<TABLE>
         Name and Address                   Number of Shares           Percentage of Ownership
<S>      <C>                                <C>                        <C>
         A.W. Dugan                            1,516,751*                        74%
         1415 Louisiana, Suite 3100
         Houston, Texas 77002
</TABLE>
         * Includes 320,000 shares owned by entities with which Mr. Dugan is
related or associated. As of June 30, 2002, Mr. Dugan was also the holder of
options as part of our stock option plan which allows Mr. Dugan the right to
purchase 400,000 shares of our common stock at a price of $.15 per share.
Another shareholder of the Company holds options under this plan that allows him
the right to purchase 5,000 shares of our common stock at $.15 per share.

         We have authorized the issuance of a warrant to a third party as
compensation for services for $10 to purchase up to 50,000 shares of our common
stock at a purchase price of $.40 per share.

         All the options have been exercised prior to the date of filing this
Form 10-KSB.

         The following table sets forth the names and addresses of each of the
persons known by the Company to own beneficially 10% or more of the common stock
of the Company, as well as the common stock ownership of each of the officers
and directors of the Company as of September 3, 2002.
<TABLE>
                NAME AND ADDRESS                          NUMBER OF SHARES        PERCENTAGE OF OWNERSHIP
<S>        <C>                                            <C>                     <C>
           David L. Bailey                                     819,027                      14.53%
           1971 Summerwood Drive
           Farmington, Utah 84025

           Dane P. Goodfellow                                  529,577                       9.39
           8789 South Sutton Way
           Salt Lake City, Utah 84121

           G. Earl Demorest                                    307,532                       5.45%
           1529 E. Hilda Drive
           Fruit Heights, Utah 84037

           R. Art Brown                                         95,322                       1.69%
           817 17th Avenue
           Salt Lake City, UT 84103

           R. Art Brown                                           0                           0%
           817 17th Avenue
           Salt Lake City, UT 84103

           Lark M. Allen                                        19,926                       0.35%
           c/o Wave Systems Corp.
           1921 Hunting Ridge Road
           Raleigh, North Carolina 27615

           Mark S. Hewitt                                       19,926                       0.35%
           5900 Corrall Gate Lane
           Sarasota, Florida 34241

           ALL OFFICERS AS A GROUP                                                          26.31%
</TABLE>
Item 12.  Certain Relationships and Related Transactions.

         The Company's President and principal shareholder as of June 30, 2002,
A.W. Dugan, has provided office facilities and funds to the Company sufficient
to cover the Company's expenses relating to its SEC periodic reporting and other
minor corporate expenses. At June 30, 2002 and 2001, we owed Mr. Dugan $25,000
and $15,000, respectively for certain expenses paid by Mr. Dugan on our behalf.
The amount owed Mr. Dugan was liquidated by exercise of the options to purchase
400,000 shares of our common stock effective August 28, 2002.

Item 13.  Exhibits and Reports on Form 8-K.

         Exhibits

                  A - Financial Statements

         Reports on Form 8-K

                  None


                                   SIGNATURES

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

Dated: September 26 2002

Planet Resources, Inc.



By: /s/David L. Bailey
   -----------------------------------------
       David L. Bailey, President


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


/s/David L. Bailey
--------------------------------------------
David L. Bailey, President, Chief Executive Officer, Principal Financial
      Officer and Director
Dated:   September 26, 2002
      --------------------------------------


/s/G. Earl Demorest
--------------------------------------------
G. Earl Demorest, Secretary and Director
Dated:   September 26, 2002
      --------------------------------------


         Supplemental Information to be Furnished With Reports Filed Pursuant to
Section 15(d) of the Exchange Act by Non-reporting Issuers.

         As of the date of this Annual Report on Form 10-KSB, no annual report
or proxy material has been sent to security holders of the Company. It is
anticipated that an annual report and proxy material will be furnished to
security holders subsequent to the filing of this Annual Report on Form 10-KSB.


                                  CERTIFICATION

         In connection with the Annual Report of Planet Resources, Inc. (the
"Company") on Form 10-KSB for the period ending June 30, 2002, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, David
L. Bailey, Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act of
2002, that:

(1)      I have received the Report being filed.

(2)      The Report fully complies with the requirements of Section 13a-14 and
         15d-14 of the Securities Exchange Act of 1934 (15
         U.S.C. 78m or 78o(d)); and

(3)      The information contained in the Report fairly presents, in all
         material respects, the financial condition and results of
         operations of the Company.

/s/David L. Bailey
--------------------------------------------
David L. Bailey, Chief Executive Officer
Dated:   September 26, 2002
      --------------------------------------



         In connection with the Annual Report of Planet Resources, Inc. (the
"Company") on Form 10-KSB for the period ending June 30, 2002, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, G. Earl
Demorest, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(4)      I have received the Report being filed.

(5)      The Report fully complies with the requirements of Section 13a-14 and
         15d-14 of the Securities Exchange Act of 1934 (15
         U.S.C. 78m or 78o(d)); and

(6)      The information contained in the Report fairly presents, in all
         material respects, the financial condition and results of
         operations of the Company.

/s/G. Earl Demorest
--------------------------------------------
G. Earl Demorest, Chief Financial Officer
Dated:   September 26, 2002
      --------------------------------------



                                    EXHIBIT A

                              FINANCIAL STATEMENTS




                          INDEPENDENT AUDITOR'S Report



To the Board of Directors and Stockholders
Planet Resources, Inc.
Houston, Texas


We have audited the accompanying balance sheets of Planet Resources, Inc. as of
June 30, 2002 and 2001, and the related statements of operations, changes in
stockholders' equity (deficit) and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Planet Resources, Inc. at June
30, 2002 and 2001, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting principles in
the United States.

At June 30, 2002, the Company had no operations, minimal cash, deficit working
capital, a stockholders' deficit and has incurred losses since inception. The
Company obtains cash with which to pay its bills from the Company's president.
If the Company's president ceases to fund the limited activities of the Company,
there may be no other sources of cash for the Company and it may cease to exist.












/s/Harper and Pearson Company

Houston, Texas
September 5, 2002





                                                          PLANET RESOURCES, INC.
                                                                  BALANCE SHEETS
                                                          JUNE 30, 2002 AND 2001






                          ASSETS

<TABLE>
                                                                             2002                         2001
                                                                      --------------------         --------------------
<S>                                                                   <C>                          <C>
CURRENT ASSET
    Cash                                                                        $    812                     $    112
                                                                               =========                     ========

          LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
    Accounts payable                                                              $     -                     $    720
    Due to Company's president                                                    25,000                        15,000
                                                                                  -------                       ------

    TOTAL CURRENT LIABILITIES                                                     25,000                        15,720
                                                                                  -------                       ------

COMMITMENTS

STOCKHOLDERS' (DEFICIT)
    Preferred stock, $.001 par value, 1,000,000 shares
      authorized, none issued or outstanding
                                                                                        -                            -
    Common stock, $.001 par value, 25,000,000 shares
      authorized, 2,055,000 and 2,000,000 shares
    issued and outstanding, respectively
                                                                                    2,055                        2,000
    Warrants issued
                                                                                        5                            5
    Additional paid-in capital                                                     34,220                       34,275
    Retained deficit                                                              (60,468)                     (51,888)
                                                                                  --------                     --------

                                                                                 (24,188)                     (15,608)
                                                                                 --------                     --------

                                                                                $    812                     $    112
                                                                                =========                    ========

</TABLE>

See accompanying notes.





                                                          PLANET RESOURCES, INC.
                                                        STATEMENTS OF OPERATIONS
                                      FOR THE YEARS ENDED JUNE 30, 2002 AND 2001


<TABLE>
                                                                             2002                          2001
                                                                     ---------------------          -------------------
<S>                                                                  <C>                            <C>
REVENUE                                                                         $      -                     $      -
                                                                                ---------                    --------


ADMINISTRATIVE AND FINANCIAL EXPENSES
      Professional fees                                                             8,566                       24,796
      Other                                                                            14                           14
                                                                                   -------                      ------

                                                                                    8,580                       24,810
                                                                                   ------                       ------

NET LOSS                                                                      $   (8,580)                  $  (24,810)
                                                                              ===========                  ===========



BASIC AND FULLY DILUTED LOSS PER SHARE OUTSTANDING                              $     NIL                   $   (0.04)
                                                                                =========                   ==========

WEIGHTED AVERAGE SHARES OUTSTANDING                                            2,024,000                      575,000
                                                                               ==========                   ==========



</TABLE>

See accompanying notes.





                                                          PLANET RESOURCES, INC.
                                STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT)
                                      FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
<TABLE>
                                Common Additional
                                        Shares        Common       Warrants      Paid-In      Retained
                                        Issued        Stock         Issued       Capital      Deficit        Total
                                     -----------------------------------------------------------------------------------
<S>                             <C>                   <C>          <C>           <C>          <C>            <C>
BALANCE, June 30, 2000                     100,000        $  100        $    -     $ 36,175    $ (27,078)       $ 9,197


COMMON STOCK CANCELLED
                                         (100,000)         (100)             -          100             -             -


COMMON STOCK ISSUED
                                         2,000,000         2,000             -      (2,000)             -             -


WARRANTS ISSUED
                                                 -             -             5            -             -             5


NET LOSS                                                                                                       (24,810)
                                     ------------------------------------------------------               ---- --------
                                                -             -             -            -       (24,810)
                                                --            --            --           ------- --------


BALANCE, June 30, 2001                   2,000,000         2,000             5       34,275      (51,888)      (15,608)


COMMON STOCK ISSUED
FOR SERVICES
                                            55,000            55             -         (55)             -             -


NET LOSS                                                                                                        (8,580)
                                     ------------------------------------------------------               ----- -------
                                                -             -             -            -        (8,580)
                                                --            --            --           -------- -------


BALANCE, June 30, 2002                  2,055,000       $ 2,055        $    5     $ 34,220      $(60,468)     $(24,188)
                                     == ===========     =========      ========   ==========    ==========    =========


</TABLE>
See accompanying notes.





                                                          PLANET RESOURCES, INC.
                                                        STATEMENTS OF CASH FLOWS
                                      FOR THE YEARS ENDED JUNE 30, 2002 AND 2001


<TABLE>
                                                                                    2002                   2001
                                                                              -----------------      ------------------
<S>                                                                           <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                        $  (8,580)             $  (24,810)
                                                                                    ----------             -----------
    Adjustments to reconcile net loss to net
      cash used by operating activities:
       Accounts payable

                                                                                        (720)                     720
                                                                                        ------                    ---

         Net cash used by operating activities                                         (9,300)                (24,090)
                                                                                       -------               --------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Proceeds from sale of warrants

                                                                                            -                       5
                                                                                            ----                  ---
         Net cash provided by investing activities

                                                                                            -                       5
                                                                                            ----                  ---

CASH FLOWS FROM FINANCING ACTIVITIES:
    Cash from Company's president                                                                              15,000
                                                                                                       ---------------
                                                                                       10,000

         Net cash provided by financing activities                                                             15,000
                                                                                     ----------         ---------------
                                                                                       10,000

NET INCREASE (DECREASE) IN CASH                                                            700                 (9,085)

CASH AT BEGINNING OF YEAR                                                                                       9,197
                                                                                 ---------------         ---------------
                                                                                          112

CASH AT END OF YEAR                                                                  $    812                $    112
                                                                                     =========               ========
</TABLE>

See accompany notes.




                                                          PLANET RESOURCES, INC.
                                                  NOTES TO FINANCIAL STATEMENTS
                                                          JUNE 30, 2002 AND 2001


1.     ORGANIZATION AND BUSINESS

       Planet Resources, Inc. ("Planet") was incorporated in the State of
       Delaware on March 26, 1999, as a wholly owned subsidiary of Internet Law
       Library, Inc. ("Internet Law"). Planet was formed in connection with the
       execution of an Agreement and Plan of Distribution (the `Distribution
       Agreement') by and between Internet Law and Planet dated March 25, 1999.
       Under terms of the Distribution Agreement, Internet Law transferred
       certain of its assets to Planet including mineral rights and related
       equipment, which are not reflected on the accompanying balance sheets as
       these assets are fully impaired.

       Planet became a public company on March 12, 2001 upon the effectiveness
       of a registration statement on Form SB-2. Subsequent to the effective
       date of Planet's registration statement, the 100,000 common shares
       outstanding were cancelled and 2,000,000 new common shares were issued to
       Planet shareholders. In March 1999, the Company entered into a stock
       option agreement with the Company's president and major shareholder, Mr.
       Al Dugan, providing for 400,000 stock options to purchase an equal number
       of the Company's common stock at a price per share of $.15. These options
       expire December 31, 2004. Planet authorized the issuance of a warrant for
       $10.00 to a third party in partial payment for assisting Planet register
       its common stock. This warrant allows the owner to purchase up to 50,000
       shares of the Company's common stock at a price of $.40 per share. At
       June 30, 2002 and 2001, half of the warrants had been purchased for a
       price of $5.00. The option related to this warrant expires November 2,
       2004. During fiscal 2002, the Company issued 55,000 shares of its $.001
       par value common shares for services to be rendered. No value was placed
       on this issuance.

       Operations - Planet has no operating assets or operations. Administrative
       costs associated with the preparation of financial information, legal,
       and accounting expenses, and other costs are being funded by the
       Company's president. At June 30, 2002 and 2001, Planet was indebted to
       the Company's president for these expenses in the amount of $25,000 and
       $15,000, respectively. The Company's president has no contract or
       obligation to continue providing financial assistance to Planet. Unless
       and until Planet is able to raise debt or equity capital, or generate or
       acquire operations, Planet's operations will remain dormant.
       Consequently, Planet does not have the ability to finance any costs or
       operations normally associated with a going concern entity.

       Basic Loss Per Share - Basic loss per share of common stock is based on
       the weighted average number of shares outstanding during the period.
       Because the options and warrants are anti-dilutive, the shares to be
       issued have not been included in the weighted average number of shares
       outstanding at June 30, 2002 and 2001. Fully diluted loss per share is
       equal to the basic loss per share.

       Income Taxes - Planet has incurred losses since inception and therefore
       has not been subject to federal income taxes. As of June 30, 2002 and
       2001, Planet had accumulated net operating loss carryforwards for income
       tax purposes of approximately $60,000 and $52,000, respectively. These
       carryforwards begin to expire in 2019. The Tax Reform Act of 1986
       provided for an annual limitation on the use of net operating loss and
       tax credit carryforwards following certain ownership changes that
       potentially limit Planet's ability to utilize these carryforwards.
       Additionally, because U.S. tax laws limit the time during which net
       operating loss and tax credit carryforwards may be applied against future
       taxable income tax liabilities, Planet may not be able to take full
       advantage of its net operating loss and tax credits for federal income
       tax purposes. Planet has incurred net operating losses since inception
       and there is no assurance of future taxable income; therefore, a
       valuation allowance has been established at June 30, 2002 and 2001 to
       fully offset the deferred tax assets of approximately $20,000 and
       $17,000, respectively.

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

        Capital Stock - In May 2000, Planet amended retroactively to inception,
        its certificate of incorporation to state that the aggregate number of
        shares of all classes of capital stock which the Corporation has
        authority to issue is 2,010,000 of which 2,000,000 are to be shares of
        common stock at $.001 par value per share and 10,000 shares are to be
        shares of serial preferred stock at $.001 par value per share.

        Prior to this amendment, Planet was authorized to issue 25,000,000
        shares of common stock at $.001 par value per share and 1,000,000 shares
        of serial preferred stock at $.001 par value per share. In February
        2001, Planet again amended its certificate of incorporation to state
        that the aggregate number of shares of all classes of capital stock
        which the Corporation has authority to issue is 26,000,000 of which
        25,000,000 are to be shares of common stock at $.001 par value per share
        and 1,000,000 shares are to be shares of serial preferred stock at $.001
        par value per share.

        Realization of the Carrying Cost of Mining Property and Exploration
        Costs - These assets are not shown on the accompanying balance sheets as
        they are fully impaired. The ultimate realization of Planet's original
        costs in these assets is dependent upon the discovery and the ability of
        Planet to finance successful exploration and development of commercial
        ore deposits, if any, in the mining properties in sufficient quantity
        for Planet to recover its original investment.

        Property - Mineral Rights And Leases - Pursuant to the Distribution
        Agreement, Planet became the owner of subsurface mineral rights on
        approximately 190 acres located in the City of Mullan, Idaho. Title was
        acquired by issuance to real property owners of one share of capital
        stock for each 25 square feet of surface owned.

        Leases - A subsurface mining agreement with the City of Mullan, whereby
        Planet, as lessee, will have the right to mine subsurface minerals on
        approximately 200 acres owned by the City north of the Osburn Fault was
        also distributed pursuant to the Distribution Agreement. The City, as
        lessor, will receive 20% of all royalty payments or other consideration
        received by Planet. In the event Planet enters into a lease agreement
        for the exploration and development of "City Property" south of the
        Osburn Fault, the City shall receive 15% of the royalties received. No
        royalties have been received or paid on "City Property" south of the
        fault, nor has Planet ever conducted any mining operations on this or
        other property. At June 30, 2002 and 2001, Planet did not have the
        financial or operational resources to conduct any operations including
        the possible exploration and development of our deposits, if any,
        related to this lease.

        Subsequent Event - In September 2002, the Company entered into an
        agreement and plan of merger with CeriStar, Inc., which was consummated
        as of 9:00 o'clock a.m. EDT on the 10th day of September, 2002 and
        resulted in a change of control of the Company. It is anticipated that
        new management of the Company will change the corporate name to
        CeriStar, Inc. In connection with the closing of the merger, Planet
        transferred its mineral properties to a newly formed, wholly-owned
        subsidiary and intends to distribute all of the shares of such
        subsidiary to the shareholders of Planet as of August 30, 2002.