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

                                   FORM 10-KSB

                   [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                                       OF
                           THE SECURITIES ACT OF 1934

                   For the fiscal year ended December 31, 2003

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                        Commission File Number 001-16381


                                 CeriStar, Inc.
                 (Name of small business issuer in its charter)

Delaware                                                      87-0642448
(State or other jurisdiction of                              (IRS Employer
incorporation or organization)                            Identification No.)

            50 West Broadway, Suite 1100, Salt Lake City, Utah 84101
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number: (801) 350-2017

      Securities registered under Section 12(b) of the Exchange Act: None.

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

                     Common Stock, par value $.001 per share
                                (Title of Class)

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the 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  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

         Issuer's revenues for its most recent fiscal year were $430,630.

         The aggregate  market value of the voting stock held by  non-affiliates
of the Issuer as of March 31,  2004 was  approximately  $1,591,400  based on the
closing price on that date on the OTC Bulletin Board.

         On March 31, 2004,  there were 8,004,450  shares of the issuer's common
stock outstanding.

         Transitional Small Business Disclosure Format: Yes [ ] No [X]



<PAGE>
                                 CERISTAR, INC.

                          Annual Report on Form 10-KSB
                   For the Fiscal Year Ended December 31, 2003

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
                                     PART I

Item 1.        Description of Business.......................................  1

Item 2.        Description of Properties.....................................  9

Item 3.        Legal Proceedings.............................................  9

Item 4.        Submission of Matters to a Vote of Security Holders...........  9

                                     PART II

Item 5.        Market for Common Equity and Related Stockholder Matters...... 10

Item 6.        Management's Discussion and Analysis or Plan of Operation..... 11

Item 7.        Financial Statements and Supplementary Data................... 19

Item 8.        Changes in and Disagreements With Accountants on Accounting
               and Financial Disclosure...................................... 19

Item 8A.       Controls and Procedures....................................... 19

                                    PART III

Item 9.        Directors and Executive Officers of the Company............... 19

Item 10.       Executive Compensation........................................ 22

Item 11.       Security Ownership of Certain Beneficial Owners and Management
               and Related Stockholder Matters............................... 26

Item 12.       Certain Relationships and Related Transactions................ 27

Item 13.       Exhibits, Financial Statement Schedules and Current Reports
               on Form 8-K................................................... 28

Item 14.       Principal Accountant Fees and Services........................ 29

Signatures................................................................... 30



         This report  contains  trademarks and trade names that are the property
of CeriStar, Inc. and its subsidiaries, and of other companies, as indicated.

<PAGE>
                                     PART I


         This Annual Report on Form 10-KSB contains  forward-looking  statements
within the meaning of the federal  securities  laws.  These  statements  include
those  concerning  the  following:  our  intentions,  beliefs  and  expectations
regarding  our  future  success  and  results;   our  operating   results;   our
expectations  regarding our revenues and  customers;  and our  distributors  and
territorial  expansion  efforts.  These  statements  are  subject  to risks  and
uncertainties  that could cause actual results and events to differ  materially.
For a detailed  discussion of these risks and uncertainties,  see the "Business"
section of this Form 10-KSB.

         CeriStar,  Inc.  undertakes  no  obligation  to update  forward-looking
statements to reflect events or  circumstances  occurring after the date of this
Form 10-KSB.

ITEM 1.  DESCRIPTION OF BUSINESS

         Background
         ----------

         CeriStar,  Inc.  ("CeriStar"  or the  "Company")  was  incorporated  in
December  1999 in the State of  Delaware.  We are an  Internet  Protocol  ("IP")
Communication  Services  Provider,  leading the convergence of voice,  video and
data  by  providing  "Triple  Play"  communications   services  to  residential,
commercial and municipal  concerns  through  reliable,  fast and  intelligent IP
networks.  Our current principal operations are related to providing residential
subscribers with integrated voice, video and data  communications  services over
Fiber-to-the-Premise ("FTTP"). These communications services include a robust IP
telephony  package  (commonly  referred  to  as  "VoIP"),   high-speed  Internet
connectivity,   broadcast   and  IP   entertainment   services   such  as  HDTV,
video-on-demand,  games-on-demand  and  security  services.  We also  manage our
quality of service ("QoS") and provide customer service and billing functions as
well as integration,  engineering  and management  support for our customer base
and network.

         On September 10, 2002, we entered into a forward triangular merger with
Planet Resources,  Inc., a Delaware corporation ("Planet"),  in which all of our
issued and  outstanding  common and  preferred  stock was exchanged for Planet's
common stock with each of our Series A and B preferred stock being exchanged for
..757 shares of Planet's common stock and our existing common stock was exchanged
for .322 shares of Planet's  common stock (the  "Merger").  Prior to the Merger,
Planet had no operations for two years.  On October 15, 2002,  Planet  Resources
Inc. was renamed as CeriStar, Inc.

         Market Opportunity
         ------------------

         The  convergence  of voice,  video and data in today's  marketplace  is
being facilitated by the maturation of certain IP technologies,  primarily Voice
over IP ("VoIP").  VoIP allows voice  communication  to be "digitized" into data
packets and transported  over data networks,  thereby allowing voice, as well as
video  and  data,   to  be  delivered   efficiently   over  the  same   network.
Traditionally,  these services have been provided via multiple  delivery systems
and until  recent  years  via  separate  service  providers,  e.g.,  traditional
telephone  vendors provided call termination over copper wires;  television over
broadcast antenna,  encoded cable or satellite receivers; and data services over
the Internet by Internet Service Provider's ("ISP's").

                                       1
<PAGE>

         We  believe  that  as  IP  technologies  evolve  many  of  the  current
differences between cable TV signals, phone transmissions and Internet data will
converge until all broadband  communications become IP-based,  although there is
no assurance that such results will occur. Further, to provide a truly converged
network platform, bandwidth capacity and the capability to integrate, manage and
deliver large amounts of data and signals to the end user with superior  quality
of service  (QoS) is a key  component.  We believe  that fiber  optic cable will
serve as the key component to achieve this goal.

         According to the Fiber to the Home  ("FTTH")  Council,  as of September
2003,  there were 94 Optical  Fiber  Communities  across 26 states in the United
States with  communities  being  passed by fiber.  Industry  estimates  forecast
overall  residential  fiber  access  (Fiber-to-the-Home  or  FTTx)  to  be  made
available  to over  more  than 1  million  North  American  homes in 2004 and is
expected to increase to 26 million by 2008.

         The smaller housing  development market is of particular  importance to
us and other smaller  businesses in this field, since such developments are less
likely to be a target for early FTTx deployment and converged  services from the
larger industry players.  As of March 2004, we are currently offering the Triple
Play of integrated  phone,  video and Internet  services over fiber  networks to
customers  who are located in the State of Utah.  Using our  existing  reference
base of  customers,  we believe  that we are  positioned  to emerge as a premier
market player as mainstream  adoption of converged IP network services occurs in
the residential market, although no assurance can be made that such results will
be the case.

         A transition to a pure IP environment  has important  implications  for
all organizations, including, items such as:

         o    Reduced network infrastructure costs;

                                       2
<PAGE>

         o    Lower IT capital costs;

         o    Reduction  in cost to provide  traditional  moves/adds/changes  to
              subscriber services;

         o    Reduction in complexity of network management;

         o    Reduced long distance telephony charges;

         o    Overall increase in productivity; and

         o    Reduces management and administrative costs.

         While other  competitors  offer various  components  of IP  Engineering
(i.e.,  broadband,  building controls and office applications) or even "bundled"
communication  services,  we are among only a handful of providers  that offer a
complete converged services  solution,  or "all-in-one  package" which creates a
more efficient and technologically  advanced home or business environment.  This
integrated service profile results in significant  competitive advantage for the
residential or commercial  building  developers and contains  additional feature
and cost advantages for subscribers.

Our Corporate Vision and Mission

         Our mission is to be a leading provider of converged  voice,  video and
data  communications.  We are working towards this goal by leveraging a thorough
understanding  of the suppliers,  networks and  technologies  which, we believe,
enable Triple Play networks and services for the future.  Our current leadership
is geared towards a result with tight  integration of the  operational  dynamics
and  protocols  of these new and  emerging  enabling  technologies.  Our future,
through our current leadership  believes that the following factors will help us
reach our corporate goal:

         o    Exploit  our   understanding   of  current   customer  and  market
              communications requirements;

         o    Leverage our extensive  knowledge of the networks and technologies
              that are  enabling  Triple  Play  networks  and  services  for the
              future;

         o    Strengthen our  relationships  with suppliers and partners who are
              delivering the needed core components for Triple Play networks;

         o    Draw upon and utilize the deep  resources and  experiences  of our
              executive  team and  integrate  those  elements into a meaningful,
              customer driven services platform; and

         o    Deliver services in a timely and cost efficient  manner,  creating
              high  quality  and a  value-rich  environment  for our current and
              prospective customers and partners.


                                       3
<PAGE>

Business Strategy
-----------------

         Our  primary  goals are to grow  revenues,  achieve  profitability  and
maximize  shareholder  value.  We believe that to achieve our goal of becoming a
leading provider of Triple Play services, providing communications, applications
and  entertainment  to our subscribers,  we need to continually  refine our core
services  and expand  and offer  additional  services  as  technology  and costs
related to such  additional  services  permit.  We have  identified  certain key
elements to increase our market presence and growth strategy, which include:

         o    Focus  marketing  efforts  where  they can be most  effective.  We
              currently   market  our   services   primarily   to   "Greenfield"
              residential  housing  developers where we are able to leverage our
              skills and size by reaching a larger number of subscribers through
              a single contact point;

         o    Speed the widespread  adoption of IP converged  communications  by
              demonstrating   its   feasibility   and  benefits  to  developers,
              municipalities and end-user subscribers;

         o    Continually refine and develop our brand;

         o    Build shareholder value through innovation, operational efficiency
              and financial performance;

         o    Expand and refine our content offering;

         o    Expand  our  network  model  and  services   offering  beyond  our
              historical  markets  in the  State  of Utah by  partnering  and/or
              opening  new  offices  in new  regions  in order to both  increase
              revenues and improve profitability; and

         o    Make strategic acquisitions wherever possible.

IP Network Service Offerings
----------------------------

         Our service offerings are integrated and delivered through systems that
have been designed to create an open, converged platform within the community or
enterprise  LAN and to  provide  equivalent  bandwidth  for  other  licensed  IP
services.  These  systems  guarantee  the  convergence  and  delivery  of voice,
computer data, and video services over the same "pipe" and also act as a gateway
to all other service providers. We are able to deliver or manage the delivery of
these services through  relationships  with leading carriers and "best of breed"
service, application and content providers.

         The  following is a list of IP Enhanced  products and services with the
designated (A) available today, (F) in the future. We believe the items that are
designated with an F should be available ranging from six months to two years.

                                       4
<PAGE>

<TABLE>
<S>                                           <C>   <C>                                             <C>
Digital Packet TV                             A     Outbound Calling to other VoIP Devices          A
Expanded Channel Line-Up                      A     Inbound DID Based Calling                       A
Pay-Per-View Television                       A     Call Return                                     A
Video-on-Demand Services                      A     Call Forwarding                                 A
Pay-per-View On-Demand                        A     Call Waiting                                    A
High Definition TV                            A     Caller ID                                       A
Digital Music Channels                        A     Conference Calling                              A
World Wide Web at TV                          F     Speed Dial                                      A
Email at TV Control                           F     Last Number Redial                              A
Appliance at TV Control                       F     Voice Mail                                      A
Gaming on Demand                              A     Hosted IP Centrex Services                      A
Interactive Gaming                            A     Hosted IP Call Center                           F
Wireless Access                               A     Unified Messaging                               A
WiFi Hot Spot Installation                    F     Speech Enhanced Voice Services                  F
WiFi access for Homes/Small Businesses        F     Find Me/Follow Me Services                      A
WiFi access for Laptops and PDA Access        F     Video Conferencing                              A
Hosted IP Telephone                           F     Video Chat                                      F
Outbound Calling to PSTN Devices              A     Full Featured Video Conferencing                F
Secure Instant Messaging                      F     Collaborative Work Space                        F
Energy Management                             A
</TABLE>

Telephone Services
------------------

         Using  the  latest  in fiber  optic  and IP  technologies,  we  provide
traditional  voice  telephony  over IP (VoIP) and services  such as Call Return,
Call Forwarding,  Call Waiting,  Caller ID, Conference  Calling,  Speed Dial and
Last Number Redial along with other unique features such as video  conferencing.
We offer  full  local and long  distance  service,  utilizing  managed  Internet
Protocol (IP)  technology to deliver  superior  voice service with crystal clear
connections.

High Speed Internet Access/Data
-------------------------------

         We currently provide Internet  connectivity ranging from 128 kbps to 10
mbps on both the upstream and downstream  and can provide up to 1gbps  bandwidth
within the LAN. Internet service includes POP3 e-mail,  integrated  calendaring,
news and sports feeds.

Digital Packet Television (DPTV)
--------------------------------

         Our  customers  will  enjoy the  advantages  of  increased  programming
choices and advanced  interactive  services that greatly  enhance their choices,
convenience and control. We provide crystal clear digital video quality and home
theatre  quality audio as part of our television  service to our  customers.  We
currently offer more than 230 channels of local off-air,  basic,  premium movie,
audio music channels, video-on-demand, near-video-on-demand, music-on-demand and
pay-per-view events delivered as "Digital Packet Television (DPTV)". Our network
also  supports  a  migration  to  the  new  High  Definition  Television  (HDTV)
standards.  Advanced interactive services allows customers to enjoy the comfort,
control and convenience to answer their phone, check e-mail, fax documents, shop
at their favorite stores and surf the Internet.

                                       5
<PAGE>

Other Options and Services
--------------------------

         o    Wireless Internet connectivity for PDA's and/or laptops;

         o    Home security w/ remote monitoring;

         o    Remote temperature, lighting and access control.

         o    Physical Features

         o    Energy management

         o    Security;

         o    URL filtering; and

         o    Firewall and anti-virus applications.

Distribution Channels
---------------------

         Our distribution channels and potential customers can be categorized in
the following categories:

         o    Business  partners,  such as real estate  developers  and building
              owners;

         o    Direct sales -  "Greenfield"  residential  developments,  existing
              residential neighborhoods and building owners;

         o    Service  providers,  such as MSO's content providers and equipment
              suppliers; and

         o    Strategic  alliances,  which  include  industry  leaders,  channel
              partners/re-sellers and universities and municipalities,

Competition
-----------

         We face  competition  from larger,  better  capitalized  companies.  We
compete directly with cable and satellite television providers, such as Comcast,
EchoStar  and  DirecTV;  traditional  local  and long  distance  POTS  telephone
providers,  such as Qwest;  newly-emerging  VoIP  telephony  providers,  such as
Vonage;  and small and large ISP's,  such as EarthLink and  Mindspring.  Many of
these  established  companies  have  resources  greater than ours and are direct
competitors.  We believe that we compete favorably with these and other entities
in the smaller markets and especially in Greenfield developments on the basis of
technology,  customer service, and quality assurance. Our prices are expected to
be generally  lower and/or will  include more  features  offering a better value
package.  In addition,  our market  emphasis  permits us to make these  advanced
services available in underserved markets.

                                       6
<PAGE>

Regulatory Matters
------------------

         We are currently  licensed as a Common Local Exchange  Carrier ("CLEC")
licensed  with the Utah Public  Utility  Commission  ("PUC")  under  certificate
number 2389, but we do not offer traditional CLEC services.

         As a CLEC,  may be subject to certain  Public  Utility  Commission  and
Federal Communications  Commission rules and regulations for telephony services.
However,  we believe  that since we provide our service  using 100% IP Protocol,
our VoIP services are not covered  under current PUC and Federal  Communications
Commission  ("FCC")  regulation.  Any  proposed or enacted  changes  should only
affect our voice services, but it is possible that new legislation in the future
could also affect our data and video services.

            We do not hold any domestic license with the FCC.

         Presently,  the  FCC  does  not  regulate  companies  that  provide  IP
telephony services as common carriers or  telecommunications  service providers.
Despite  current laws,  the FCC's  potential  jurisdiction  over the Internet is
broad because the Internet  relies on wire and radio  communications  facilities
and services over which the FCC has long-standing authority.

         We  have   previously   requested  CLEC  status  in  other  states  and
territories  of the United  States,  but do not  presently  intend to vigorously
continue to pursue such additional CLEC licenses. A CLEC designation permits the
resale of local telecommunications services.

         Many states also impose various reporting requirements or require prior
approval   for   transfers   of  control  of   certified   carriers,   corporate
reorganizations,  acquisitions of telecommunications operations,  assignments of
carrier  assets,   including  subscriber  bases,  carrier  stock  offerings  and
incurrence  by  carriers  of  significant  debt  obligations.   Certificates  of
authority  can  generally be  conditioned,  modified,  canceled,  terminated  or
revoked by state regulatory authorities for failure to comply with state law and
the rules,  regulations and policies of the state regulatory authorities.  Fines
and other penalties,  including the return of all monies received for intrastate
traffic  from  residents  of a state,  may be imposed  for such  violations.  In
certain states,  prior  regulatory  approval may be required for acquisitions of
telecommunications operations.

         Currently,  we do not  believe we are  subject to any state  regulation
with  respect  to  our  Internet  related  services.  However,  there  can be no
assurances  that VoIP will not be subject  to such  regulations  in the  future.
Additionally,  we are not aware of any  pending  legislation  that  would have a
material adverse affect on our operations.

                                       7
<PAGE>

         Most states  have  consumer  protection  laws that  further  define the
framework within which our marketing activities must be conducted.  We intend to
comply fully with all laws and regulations;  however, the constraints of federal
and state  restrictions could impact the success of direct marketing efforts and
otherwise increase our costs of doing business.

Future Regulation
-----------------

         Due to the  increasing  popularity  and  use  of  the  Internet,  it is
possible that additional laws and regulations may be adopted with respect to the
Internet,  covering issues such as content,  privacy, access to adult content by
minors,  pricing,  bulk  e-mail,  encryption  standards,   consumer  protection,
electronic commerce,  taxation,  copyright infringement,  and other intellectual
property issues.

         We cannot predict the impact, if any, that future regulatory changes or
developments  may have on our  business,  financial  condition,  or  results  of
operation. Changes in the regulatory environment relating to the Internet access
industry,  including  regulatory  changes  that  directly or  indirectly  affect
telecommunication  costs or increase the likelihood or scope of competition from
regional  telephone  companies or others,  could  increase our operating  costs,
limit our ability to offer services and reduce the demand for our services.

         As  the  law  in  this  area  develops,  we  could  become  liable  for
information carried on, stored on, or disseminated through our gateways,  it may
be  necessary  for us to take  steps to  reduce  our  exposure  to this  type of
liability through  alterations in our equipment,  expanded insurance coverage or
other methods. This may require us to spend significant amounts of money for new
equipment or premiums and may also require us to discontinue offering certain of
our products or services.

         In a report to  Congress  in 1998,  the FCC  stated  its  intention  to
consider whether to regulate voice and fax telephony  services provided over the
Internet as "telecommunications" even though Internet access itself would not be
regulated.  The FCC is also considering  whether such  Internet-based  telephone
service  should be subject  to  universal  service  support  obligations  or pay
carrier  access  charges  on the same  basis as  traditional  telecommunications
companies.

         A  governmental  body could impose further sales and other taxes on the
provision of our services,  which could increase the costs of doing business.  A
number  of state and  local  government  officials  have  asserted  the right or
indicated  a  willingness  to  impose  taxes on  Internet-related  services  and
commerce,  including  sales,  use and access  taxes.  To date, no such laws have
become  effective.  We cannot  accurately  predict whether the imposition of any
such taxes would  materially  increase our costs of doing  business or limit the
services which we provide.  It may be possible to pass on some of these costs to
the consumer and continue to remain competitive.

                                       8
<PAGE>

Employees
---------

         As of  March  31,  2004,  we  had  12  employees  and  two  independent
contractors. All of our employees are full-time. Of the 12 employees employed by
us, five are in service operations,  two are in sales and marketing and five are
in  general  administration.  One  independent  contractor  provides  sales  and
marketing  services to the Company on a  month-to-month  basis and one  provides
technical  engineering service. None of our employees are represented by a labor
union or subject to a collective bargaining agreement. We have never experienced
a work stoppage and consider our employee relations to be good.

ITEM 2.  DESCRIPTION OF PROPERTIES

         Our  corporate  headquarters  are located in Salt Lake City,  Utah.  We
currently lease on a month-to-month  leases  approximately  2,750 square feet of
office  space for a month rent with all  additional  charges  equal to $1.29 per
square foot per month or  approximately  $3,500 per month . We believe  that our
facilities are adequate to meet our requirements  through the end of fiscal year
2004.

ITEM 3.  LEGAL PROCEEDINGS

         On March 4, 2004, a lawsuit captioned Wired, L.C. v. CeriStar, Inc. was
filed in the Third Judicial  District Court,  Salt Lake County,  State of Utah.,
Case No. 040904512 (the "Wired Litigation").  Wired alleges a breach of contract
under an agreement that we entered into with Wired.  We believe that the case is
without merit and in our response  filed on March 24, 2004, we denied any breach
and asserted  various  affirmative  defenses along with a counterclaims  against
Wired for  declaratory  judgment.  We will  continue  to  vigorously  defend our
position;  however,  we  could  be  forced  to incur  material  expenses  if the
litigation continues and if result is against us, our business could be harmed.

         Other than the Wired Litigation,  we do not have any legal liabilities,
past or present that could cause material harm to our shareholders and us in the
future of which our management is aware.

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

         During the  fiscal  year  ended  December  31,  2003,  no matters  were
submitted to a vote of security  holders through the  solicitation of proxies or
otherwise.

                                       9
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Market Information

         Our shares of common stock  currently  trade on the OTC Bulletin  Board
under the trading symbol "CRTI.OB".  Upon our merger with Planet,  our stock was
traded under the trading symbol  "PLNT.OB."  until it was changed to our current
trading symbol on September 15, 2002.  The following  table sets forth the range
of high and low closing quotations for the first quarter of fiscal year 2004 and
each fiscal  quarter for the last two fiscal years ending  December 31, 2003 and
2002 as reported by the OTC Bulletin Board.  The quotes  represent  inter-dealer
prices without  adjustment or mark-ups,  mark-downs or  commissions  and may not
necessarily represent actual transactions.  The trading volume of our securities
fluctuates  and may be  limited  during  certain  periods.  As a result of these
volume  fluctuations,  the liquidity of an investment in our  securities  may be
adversely affected.
<TABLE>
<CAPTION>

 Year        2004      2003       2003       2003       2003      2002       2002       2002       2002

Quarter      First     Fourth      Third     Second     First     Fourth      Third     Second     First

<S>           <C>       <C>        <C>        <C>        <C>       <C>        <C>        <C>        <C>
High          $0.46     $0.58      $1.95      $0.95      $1.55     $2.25      $3.10      N/A        N/A

Low           $0.15     $0.26      $0.47      $0.48      $0.55     $1.05      $1.30      N/A        N/A
</TABLE>

         On March 31, 2004,  the final quoted  closing  price as reported by the
OTC Bulletin Board was $0.25 for each share of our common stock.

Holders of Record

         As of March 31,  2004,  there  were  8,004,450  shares of Common  Stock
outstanding, held by approximately 1,600 record holders.

Dividends

         We have  never  paid a cash  dividend  on our  common  stock  nor do we
anticipate  paying cash dividends on our common stock in the near future.  It is
our present  policy not to pay cash  dividends on the common stock but to retain
earnings, if any, to fund growth and expansion. Under Delaware law, a company is
prohibited  from paying  dividends  if the  company,  as a result of paying such
dividends,  would not be able to pay its  debts as they  become  due,  or if the
company's total  liabilities and  preferences to preferred  shareholders  exceed
total  assets.  Any  payment of cash  dividends  on the our common  stock in the
future  will be  dependent  on the  Company's  financial  condition,  results of
operations,  current and anticipated cash requirements,  plans for expansion, as
well as other factors the Board of Directors deems relevant.  At the time of the
merger with Planet,  both CeriStar's  common and preferred shares were converted
to Planet's  common  stock.  With the change of Planet's  name to CeriStar  this
common stock is referred to as CeriStar's New Common Stock.

         CeriStar is also registered on the Berlin Stock Exchange.

         There were no recent sales of unregistered securities.

                                       10
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The  following  discussion  of our  financial  condition and results of
operations  should  be read  in  conjunction  with  the  consolidated  financial
statements  and the related notes  included in Item 7 of this Form 10-KSB.  This
discussion contains  forward-looking  statements.  These statements are based on
our current  expectations,  assumptions,  estimates  and  projections  about our
business and our industry,  and involve known and unknown  risks,  uncertainties
and  other  factors  that may  cause our or our  industry's  results,  levels of
activity,  performance or achievement to be materially different from any future
results, levels of activity, performance or achievements expressed or implied in
or contemplated by the  forward-looking  statements.  Our actual results and the
timing of selected  events could differ  materially  from those  anticipated  in
these  forward-looking  statements  as a result of selected  factors,  including
those set forth  below  under  "Risk  Factors  Affecting  Operations  and Future
Results."

Company and Industry Overview

         CeriStar,  incorporated  in  December  of  1999 in  Delaware,  provides
converged  voice,  video and data services - the "Triple Play" - to residential,
commercial and municipal  concerns  through  reliable,  fast and  intelligent IP
networks.  The Company's  current principal  offering is to provide  residential
subscribers with integrated voice, video and data  communications  services over
Fiber-to-the-Premise  (FTTP). These communications  services include a robust IP
telephony package (VoIP),  high-speed  Internet  connectivity,  broadcast and IP
entertainment services such as HDTV, video-on-demand,  games-on-demand,  as well
as security  services.  CeriStar  also manages the quality of service  (QoS) and
provides customer service and billing,  as well as integration,  engineering and
management support for its customer base and for its network.

         On September 10, 2002,  CeriStar merged with a wholly owned  subsidiary
of Planet  Resources  Inc., a  non-operating  publicly  held  company,  together
referred  to as  Planet,  in  which  all the  issued  and  outstanding  stock of
CeriStar,  including  Convertible  Preferred Series A shares and the Convertible
Preferred Series B shares,  were exchanged for shares of common stock of Planet.
Series  A and B  preferred  shares  of  CeriStar  were  exchanged  at a rate  of
approximately  .757 for  every  common  share of  Planet  and  common  shares of
CeriStar were exchanged into  approximately  .322 common shares of Planet.  Just
prior to the merger,  Planet  authorized  a 1 to 5.23 reverse  stock split.  The
merger was accounted for as a reverse  merger with CeriStar being the accounting
acquirer. On October 15, 2002 Planet was renamed CeriStar, Inc. Since Planet had
no operations for the two years prior to the merger,  only CeriStar's  financial
condition and results of operations will be discussed.

         Until  we  achieve  profitability  over  several  quarters,  we must be
considered  as a  start-up  entity.  Until  that time,  we remain  dependent  on
financing  resources for cash flows to meet certain operating expenses and offer
no assurance of our financial success or economic survival.

                                       11
<PAGE>

         In 2003,  the  Company  moved  from  development  stage into that of an
operating company and have acquired  significant  assets required to conduct our
business.  While we believe  that our service  capability  enables us to compete
effectively in the Triple Play services market,  there can be no assurances that
any benefit will result from these activities.

         We  received  limited  revenues  and  incurred  expenses  in  excess of
revenues during our development in 2003.

Critical Accounting Policies

         Our discussion  and analysis of our financial  condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States. The preparation of financial  statements  requires  management to
make  estimates  and  judgments  that affect the reported  amounts of assets and
liabilities,  revenue and expenses and  disclosures at the date of the financial
statements.  On an ongoing  basis,  we evaluate our estimates,  including  those
related to accounts receivable, inventories, other intangibles and income taxes.
We use authoritative pronouncements, historical experience and other assumptions
as the basis for  making  estimates.  Actual  results  could  differ  from those
estimates.

         We identified  our most critical  accounting  policies to be related to
revenue  recognition,  asset  valuation  and  accounting  for stock  options.  A
complete list of our accounting  policies is contained in Note 1 to the notes of
the consolidated financial statements.

1.       Revenue Recognition

         Revenue is recognized  when a valid contract or purchase order has been
executed  or  received,  services  have  been  performed  or  product  has  been
delivered,  the selling price is fixed or determinable,  and  collectibility  is
reasonably  assured.  Payments  received  prior to  performance  are recorded as
deferred  revenue.  The company enters into long-term service contracts in which
it receives  payments for initial  equipment  installation.  These  revenues are
typically  deferred over the life of the service term.  Equipment  installations
relating to residential monthly contracts are recognized when installed.

2.       Allowance for Doubtful Accounts

         Financial   instruments  which  potentially   subject  the  Company  to
concentration  of credit risk  consist  primarily of trade  receivables.  In the
normal course of business,  the Company provides on-going credit  evaluations of
its customers and maintains allowances for possible losses which, when realized,
have been within the range of management's expectations. Management assesses its
estimates  of  uncollectible  accounts  based on age of  receivables  and direct
negotiations with its customers if disputes arise.

                                       12
<PAGE>

3.       Impairment of Long-lived Assets

         We review our long-lived  assets for impairment  when events or changes
in  circumstances  indicate  that  the  book  value  of  an  asset  may  not  be
recoverable.  We  evaluate,  at each  balance  sheet  date,  whether  events and
circumstances  have  occurred  which  indicate  possible  impairment.  We use an
estimate of future  undiscounted net cash flows of the related asset or group of
assets over the estimated  remaining life of in measuring whether the assets are
recoverable.

4.       Accounting for Stock-based Compensation

         We  account  for  stock-based  compensation  issued  to  employees  and
directors under Accounting  Principles Board Opinion ("APB") No. 25, "Accounting
for Stock Issued to Employees," and related  interpretations.  Under APB No. 25,
compensation  related to stock  options,  if any,  is  recorded  if an  option's
exercise price on the measurement  date is below the fair value of the Company's
common  stock and  amortized to expense  over the vesting  period.  Compensation
expense for stock awards or  purchases,  if any, is  recognized  if the award or
purchase  price on the  measurement  date is below the fair  value of the common
stock and is recognized on the date of award or purchase. Statement of Financial
Accounting   Standards   ("SFAS")   No.   123,   "Accounting   for  Stock  Based
Compensation,"  requires pro forma  information  regarding net loss and net loss
per common share as if the Company had accounted  for its stock options  granted
under the fair value method.

         We account for  stock-based  compensation  issued to persons other than
employees  using the fair  value  method  in  accordance  with SFAS No.  123 and
related  interpretations.  Under  SFAS  No.  123,  stock-based  compensation  is
determined  as either the fair value of the  consideration  received or the fair
value of the equity instruments issued,  whichever is more reliably  measurable.
The  measurement  date for these  issuances is the earlier of either the date at
which  a  commitment  for  performance  by the  recipient  to  earn  the  equity
instruments  is  reached  or the date at which the  recipient's  performance  is
complete.

5.       Recent Accounting Pronouncements

         In November 2002, the FASB issued  Interpretation No. 45,  "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees of Indebtedness of Others" (FIN No. 45). FIN No. 45 requires  certain
guarantees  to be  recorded  at fair  value,  which is  different  from  current
practice  to record a  liability  only when a loss is  probable  and  reasonably
estimable,  as those terms are defined in FASB Statement No. 5,  "Accounting for
Contingencies."  FIN No. 45 also requires us to make significant new disclosures
about  guarantees.  The disclosure  requirements of FIN No. 45 are effective for
the first  quarter of fiscal year 2003.  FIN No. 45's  initial  recognition  and
initial  measurement  provisions  are  applicable  on  a  prospective  basis  to
guarantees  issued or modified after December 31, 2002. Our previous  accounting
for guarantees issued prior to the date of the initial application of FIN No. 45
will not be revised or  restated  to reflect  the  provisions  of FIN No 45. The
adoption  of FIN No.  45 did not  have a  material  impact  on our  consolidated
financial position, results of operations or cash flows.

                                       13
<PAGE>

         In  December  2002,  the FASB  issued  SFAS  No.  148  "Accounting  for
Stock-Based  Compensation  -  Transition  and  Disclosure - an amendment of FASB
Statement  No.  123,"  which is  effective  for all fiscal  years  ending  after
December 15, 2002. SFAS No. 148 provides alternative methods of transition for a
voluntary  change to the fair value based method of accounting  for  stock-based
employee  compensation  under SFAS No. 123 from the intrinsic value based method
of  accounting  prescribed  by APB  Opinion  No. 25.  SFAS 148 also  changes the
disclosure  requirements of SFAS 123,  requiring a more prominent  disclosure of
the  pro-forma  effect  of  the  fair  value  based  method  of  accounting  for
stock-based  compensation.  The adoption of SFAS No. 148 did not have a material
impact on our financial position or operations.

         In December  2003,  the FASB issued  Interpretation  No. 46 ("FIN 46R")
(revised  December  2003),  Consolidation  of  Variable  Interest  Entities,  an
Interpretation  of  Accounting  Research  Bulletin  No.  51  ("ARB  51"),  which
addresses how a business enterprise should evaluate whether it has a controlling
interest in an entity  through  means other than voting  rights and  accordingly
should consolidate the entity. FIN 46R replaces FASB  Interpretation No. 46 (FIN
46), which was issued in January 2003.  Before concluding that it is appropriate
to apply ARB 51 voting interest  consolidation model to an entity, an enterprise
must first determine that the entity is not a variable  interest entity ("VIE").
As of the effective date of FIN 46R, an enterprise must evaluate its involvement
with all  entities  or legal  structures  created  before  February  1,  2003 to
determine whether consolidation requirements of FIN 46R apply to those entities.
There is no  grandfathering  of existing  entities.  Public companies must apply
either FIN 46 or FIN 46R immediately to entities  created after January 31, 2003
and no later than the end of the first  reporting  period  that ends after March
15,  2004.  The adoption of FIN 46 had no effect on the  Company's  consolidated
financial position, results of operations or cash flows.

         In April 2003,  the FASB issued SFAS No. 149,  "Amendment  of Statement
133 on Derivative  Instruments and Hedging  Activities." SFAS No. 149 amends and
clarifies  financial  accounting  and  reporting  for  derivative   instruments,
including   certain   derivative   instruments   embedded  in  other   contracts
(collectively  referred to as derivatives) and for hedging activities under SFAS
No. 133,  "Accounting for Derivative  Instruments and Hedging  Activities." This
Statement is effective  for  contracts  entered into or modified  after June 30,
2003, with certain exceptions,  and for hedging  relationships  designated after
June 30, 2003, with certain exceptions.  Management is currently  evaluating the
effect that the adoption of SFAS No. 149 may have, but believes it will not have
a material effect on its results of operations and financial position.

         In May 2003,  the FASB  issued SFAS No.  150,  "Accounting  for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." This
new statement  changes the accounting for certain  financial  instruments  that,
under previous guidance,  issuers could account for as equity or classifications
between  liabilities  and equity in a section that has been known as  "mezzanine
capital." It requires that those  instruments  be classified as  liabilities  in
balance sheets.  Most of the guidance in SFAS 150 is effective for all financial
instruments  entered into or modified  after May 31, 2003.  Adoption of SFAS No.
150 did not have a material effect on our financial statements.

                                       14
<PAGE>

Results of Operations

       Year ended December 31, 2003 compared to the Year ended December 31, 2002
       -------------------------------------------------------------------------

         Revenues as reported decreased 17% for the year ended December 31, 2003
compared to the year ended December 31, 2002. Revenues for the fiscal year ended
2003 were  $431,000  compared to $521,000 in 2002,  a decrease of $90,000.  This
decrease was  primarily  due to the  continuing  migration  away from  equipment
related revenues and towards  recurring  service  revenues.  Realized  equipment
sales also  decreased  from the prior year period due to the deferral of certain
revenues.  Equipment  sales decreased from $214,000 in fiscal 2002 to $26,000 in
fiscal 2003.

         In fiscal 2003,  revenues  from  providing  services  increased  38% to
$370,000, compared with $269,000 in fiscal 2002 due primarily to the increase in
service contracts and subscriber base.

         Cost of sales increased by $46,000 from $465,000 in 2002 to $511,000 in
2003. This increase is the result of adding a significant amount of bandwidth to
our  expanding  residential  customer  service  network.  Bandwidth  costs  were
$112,000  higher  in 2003 than  2002.  These  bandwidth  circuits  can  manage a
substantially  larger  customer  base in the future and so new  customers can be
added  to our  residential  service  network  at  relatively  little  additional
bandwidth cost. Gross margin on sales in 2003 was a negative $81,000 compared to
a positive gross margin in 2002 of $56,000. This change was primarily due to two
factors,  first the higher  bandwidth  costs  relating  to the  addition  of new
residential customers, and second the decline in high margin equipment sales. In
2002 equipment sales, primarily to commercial customers,  totaled $214,000 while
in 2003 had only $26,000 in equipment sales.

         Administrative  expenses  in  2003  totaled  $3,868,000,   compared  to
$2,768,000  in 2002, an increase of  $1,100,000  or a 39.7 percent  increase.  A
majority of the 2003 administrative expenses related to stock based compensation
to consultants and amortization of deferred  compensation to employees and stock
subscriptions  for  contracts  entered into in 2002.  Expenses  related to stock
compensation totaled $2,529,000, or 65.4 percent of administrative expenses paid
in 2003.  Administrative  expenses related to stock compensation in 2002 totaled
$1,687,000  which was 60.9  percent of total  administrative  expenses  in 2002.
During 2003,  $2,202,000 in stock compensation was paid to consultants  advising
CeriStar on product  positioning,  customer  identification  and  business  plan
consulting  issues  compared to $1,305,000 in 2002  including  merger costs with
Planet Resources.  The remaining increase in general and administrative expenses
relates  primarily to increases in labor costs,  travel,  and bad debt  expense.

                                       15
<PAGE>

Labor  expenses  increases  from  $912,000  in 2002  to  $984,000  in  2003  for
engineering  and  support  to  accommodate   residential  expansion  being  only
partially offset by reduced  marketing  payroll expense as CeriStar narrowed its
marketing  focus to primarily  the  residential  market.  Travel  expenses  also
increased  to  $84,000 in 2003  compared  to  $25,000  in 2002.  Travel  expense
increase is primarily  related housing and travel  expenses  incurred by the new
management team, whose primary  residence is outside the State of Utah. Bad debt
expenses  also  increase to $126,000  in 2003 from  $16,000 in 2002,  reflecting
collection  concerns  related to  commercial  customers.  Office,  insurance and
advertising expense also increased, again a reflection of the residential market
expansion.

Liquidity and Capital Resources

         As of December 31, 2003,  current  assets were  $245,000  while current
liabilities were $1,911,000  equaling a $1,666,000  working capital deficit.  In
order for  CeriStar to continue  operating,  additional  capital is essential as
operating  revenues are not capable of  supporting  current  operations.  During
2003,  CeriStar  received  approximately  $462,000  from the sale of its  common
stock,  and borrowed  $1,177,000 to fund operations and equipment  purchases.  A
majority of the borrowed funds are short-term and either have warrants  attached
or are convertible into common stock.

         Our principal  sources of liquidity  and operating  capital are the net
proceeds from debt and the issuance of common stock for cash, which provided net
cash proceeds of approximately $1,607,000 and $859,000 respectively, in 2003 and
2002.  This cash was used to fund  operations  and the  purchase  of $287,000 of
equipment  in 2003 and $86,000 of  equipment  in 2002.  Of the  short-term  debt
incurred  in 2003,  $864,000  was  received  from a finance  company.  Operating
activities used $1,184,000 in 2003 and $748,000 in 2002.

         To meet our funding  needs in 2004,  CeriStar is actively  seeking debt
and equity funding in both the public and private capital markets.  There can be
no assurances that adequate funding can be obtained.

Risks Related to Our Business

         Certain statements contained in this Form 10-KSB, and other written and
oral  statements  made  from  time to  time by us,  do not  relate  strictly  to
historical facts. These statements are considered  "forward-looking  statements"
within the meaning of Section 27A of the  Securities Act of 1933 and Section 21E
of the Securities  Exchange Act of 1934. Words such as "anticipate,"  "believe,"
"could," "estimate,"  "expect," "forecast," "intend," "may," "plan," "possible,"
"project,"  and  "should,"  or similar  words or  expressions,  are  intended to
identify forward looking statements.  This forward looking information  involves
important risks and  uncertainties  that could  materially  alter results in the
future from those  expressed in any forward  looking  statements  made by, or on
behalf of,  us. We caution  you that such  forward-looking  statements  are only
predictions  and actual events or results may differ  materially.  In evaluating
such statements, you should specifically consider the various factors that could
cause actual  events or results to differ  materially,  including  those factors
described below. It is not possible to foresee or identify all factors affecting
our  forward-looking  statements  and you should not  consider  any list of such
factors to be  exhaustive.  We are under no duty to update  any  forward-looking
statements.

                                       16
<PAGE>

         We have substantial losses and negative cash flow.

         Since our  inception in 1999,  we have had  substantial  and  recurring
losses and  negative  cash flow.  We are at risk of  continued  losses until our
revenues  increase.  There is no  assurance  that we can  increase  our  revenue
sources and it is unlikely that we can lower our expenses in our present mode of
operations.  We may never  earn  profits.  If we  continue  to lose money over a
period of time, we may be forced to discontinue our operations.

         We  required  substantial  capital  to grow our  business  and  sustain
current operations.

         Since our inception,  we have required  substantial capital to fund our
business  operations.  Our future  capital  requirements  will  depend upon many
factors, including the adoption of converged, Triple Play services, requirements
to maintain adequate telecommunications capabilities, expansion of our marketing
and sales efforts and the status of competitive products and services.

         Our business  operates at a loss and we require  additional  capital to
fund current operations.

         Historically, our revenues have been less than our expenses and we have
financed our operations  primarily  through sales of equity and debt securities.
We expect to enter into additional financial transactions, which could result in
significant dilution or substantial indebtedness.

         Our access to capital is uncertain.

         We  have  no  commitments,   agreements  or  understandings   regarding
additional  financing  and we may be unable to obtain  additional  financing  on
satisfactory  terms or at all. We expect to pursue additional  financing through
the  private  placement  of debt or equity.  If  additional  funds are raised or
acquisitions  are made by issuing  equity  securities,  further  dilution to the
existing  stockholders  will  result.  We may also  incur or assume  substantial
indebtedness.  These arrangements may require us to relinquish rights to certain
of our  existing  or  potential  products  or  other  assets.  Accordingly,  the
inability to obtain such financing  could have a material  adverse affect on our
business,  financial condition and results of operations. Our future revenue and
operating results depend on a number of factors.

                                       17
<PAGE>

         We are in a rapidly  changing  industry  which  affects  our ability to
forecast growth and revenues.

         Our short  operating  history  and the rapidly  changing  nature of the
market in which we compete make it difficult to accurately forecast our revenues
and operating results.  Our quarterly operating results are unpredictable and we
expect them to fluctuate in the future due to a number of factors. These factors
may include, among others things:

         o    The amount and timing of operating costs and capital  expenditures
              relating to the growth of our business;

         o    The costs to develop and  introduce  new  products and services in
              response to changing market conditions and customer preferences:

         o    The  announcement or  introduction of new or enhanced  products or
              services by our competitors; and

         o    The entrance of a large,  better  capitalized  competitor into our
              markets.

         In view of such fluctuations,  we believe that quarterly comparisons of
our financial  results are not  necessarily  meaningful and should not be relied
upon as a measure of future performance.

         We may not be able to attract customers for our services.

         There  is no  assurance  that  we  will  be  able  to  obtain  adequate
distribution of our services to a large number of  subscribers.  We believe that
our ability to achieve  revenues in the future will depend in  significant  part
upon our ability to build upon existing  relationships with, and provide support
to, large, residential developers.  As a result, any cancellation,  reduction or
delay may  materially  adversely  affect our business,  financial  condition and
results of operations.

         If we make any  acquisitions,  we will incur a variety of costs and may
never realize the anticipated benefits.

         We may attempt to acquire businesses,  technologies or products that we
believe are a strategic fit with our business.  If we undertake any  transaction
of this sort, the process of  integrating a business,  technology or product may
result in operating  difficulties and expenditures  which may absorb significant
management  attention that would otherwise be available for ongoing  development
of our business.  Moreover, we may never realize the anticipated benefits of any
acquisition.  Future acquisitions could result in potentially dilutive issuances
of equity  securities,  the incurrence of debt,  contingent  liabilities  and/or
amortization  expenses  related  to  goodwill  and  other  intangibles  and  the
incurrence of large immediate write-offs.

         Our  ability  to  attract  and retain  key  management,  employees  and
consultants is uncertain.

         We are dependent on our management  staff.  The loss of services of any
of these  personnel  could impede the  achievement  of our  corporate  goals and
development  objectives.  There  can be no  assurance  that  we  will be able to
attract and retain  personnel on acceptable  terms given the  competition  among
telecommunications  companies for experienced personnel.  In addition, we do not
maintain "key-man" life insurance policies on any member of our management staff
and do not expect to obtain such policies in the near future.

                                       18
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



CERISTAR
Financial Statements
December 31, 2003 and 2002

                                       19
<PAGE>
                                                                  CERISTAR, INC.
                                                   Index to Financial Statements

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




                                                                          Page
                                                                          ----


Independent auditors' report                                               F-1


Consolidated balance sheet                                                 F-2


Consolidated statement of operations                                       F-3


Consolidated statement of stockholders' deficit                            F-4


Consolidated statement of cash flows                                       F-5


Notes to consolidated financial statements                                 F-6



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

<PAGE>

                                                    INDEPENDENT AUDITORS' REPORT



To the Board of Directors and Stockholders
of CeriStar Inc. and Subsidiary


We have audited the accompanying consolidated balance sheet of Ceristar, Inc. as
of  December  31,  2003 and 2002,  and the  related  statements  of  operations,
stockholders'   deficit  and  cash  flows  for  the  years  then  ended.   These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain reasonable  assurance about whether the consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  consolidated  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 consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of CeriStar, Inc. as of
December 31, 2003 and 2002, and the results of its operations and its cash flows
for the years then ended in  conformity  with  accounting  principles  generally
accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  As discussed in Note 3, the Company
has a deficit in working  capital,  negative  cash  flows from  operations,  and
recurring net losses.  These issues raise substantial doubt about its ability to
continue as a going concern.  Management's  plans in regard to these matters are
also described in Note 3. The accompanying  financial  statements do not include
any adjustment that might result from the outcome of this uncertainty.



/s/Tanner + Co.

Salt Lake City, Utah
February 13, 2004

                                                                             F-1
<PAGE>


                                                                  CERISTAR, INC.
                                                      Consolidated Balance Sheet

                                                                    December 31,
--------------------------------------------------------------------------------



        Assets                                          2003            2002
        ------                                    ------------------------------

Current assets:
  Cash                                            $       164,183   $    28,210
  Accounts receivable, net of allowance for
    doubtful accounts of $142,242 and $16,117,
    respectively                                           68,570        52,945
  Prepaid expenses                                          4,354         3,954
  Deposits                                                  8,379         8,338
                                                  ------------------------------

        Total current assets                              245,486        93,447

Property and equipment, net                               548,919       339,395
                                                  ------------------------------

                                                  $       794,405   $   432,842
                                                  ------------------------------

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

        Liabilities and Stockholders' Deficit
        -------------------------------------

Current liabilities:
  Accounts payable                                $       436,924   $   385,615
  Accrued liabilities                                     303,871       101,888
  Deferred revenue                                        236,509       181,296
  Notes payable including related parties                 933,515         2,708
                                                  ------------------------------

        Total current liabilities                       1,910,819       671,507

Commitments and contingencies

Stockholders' deficit:
  Preferred stock, $.001 par value; 1,000,000
   shares authorized, no shares issued and
   outstanding                                                  -             -
  Common stock, $.001 par value, voting,
   25,000,000 shares authorized, 7,859,310 and
   5,852,197 shares issued and outstanding,
   respectively                                             7,859         5,852
  Additional paid-in capital                           10,477,098     8,546,387
  Deferred compensation                                   (96,843)     (615,011)
  Subscriptions receivable                                (28,430)     (996,289)
  Accumulated deficit                                 (11,476,098)   (7,179,604)
                                                  ------------------------------

        Total stockholders' deficit:                   (1,116,414)     (238,665)
                                                  ------------------------------

Total liabilities and stockholders'deficit        $       794,405   $   432,842
                                                  ------------------------------

--------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                 F-2


<PAGE>

                                                                  CERISTAR, INC.
                                            Consolidated Statement of Operations

                                                        Years Ended December 31,
--------------------------------------------------------------------------------

                                                        2003            2002
                                                  ------------------------------

Service revenue                                   $       404,173   $   306,512
Equipment sales                                            26,457       214,440
                                                  ------------------------------

        Total revenues                                    430,630       520,952

Cost of sales                                            (511,362)     (465,202)
Selling, general, and administrative expense           (3,867,535)   (2,767,581)
                                                  ------------------------------

        Loss from operations                           (3,948,267)   (2,711,831)

Other income (expense)                                        734         1,753
Interest expense                                         (348,961)      (23,197)
                                                  ------------------------------

        Loss before benefit for income taxes           (4,296,494)   (2,733,275)

Income taxes benefit                                            -             -
                                                  ------------------------------

        Net loss                                  $    (4,296,494)  $(2,733,275)
                                                  ------------------------------

Loss per common share - basic and diluted         $         (0.62)  $     (0.58)
                                                  ------------------------------

Weighted average shares - basic and diluted             6,940,000     4,724,000
                                                  ------------------------------


--------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                 F-3



<PAGE>
<TABLE>
<CAPTION>

                                                                                                                   CERISTAR, INC.

                                                                                  Consolidated Statement of Stockholders' Deficit

                                                                                          Years Ended December 31, 2002, and 2001
---------------------------------------------------------------------------------------------------------------------------------



                                     Preferred Stock     Common Stock        Additional     Deferred     Subscrip-      Accumu-
                                     -------------------------------------    Paid-in       Compen-       tions         lated
                                     Shares  Amount    Shares      Amount     Capital       sation      Receivable      Deficit
                                     --------------------------------------------------------------------------------------------
<S>                                       <C> <C>     <C>        <C>       <C>            <C>         <C>           <C>
Balance, January 1, 2002                  -       -   4,180,078      4,180    5,284,625     (821,033)     (80,630)     (4,446,329)

Issuance of common stock for:
  Cash                                    -       -     328,654        329      482,584            -
  Services                                -       -   1,072,968      1,073    2,207,017            -     (911,932)              -
  Subscription receivables and
    compensation                          -       -     175,322        175      352,328     (320,000)      (6,211)              -
  Debt                                    -       -     147,768        148      308,708            -            -               -

Non-vested common stock reacquired
   through employee terminations                        (52,593)       (53)    (163,875)     161,444        2,484               -

Amortization of deferred
  compensation                            -       -           -          -            -      364,578            -               -

Preferential conversion feature and
  issue of warrants with long-term
  debt                                    -       -           -          -       75,000            -            -               -

Net loss                                  -       -           -          -            -            -            -      (2,733,275)
                                     --------------------------------------------------------------------------------------------

Balance, December 31, 2002                -       -   5,852,197      5,852    8,546,387     (615,011)    (996,289)     (7,179,604)

Issuance of common stock for:
  Cash                                    -       -     224,097        224      462,166            -            -               -
  Services                                -       -   1,949,383      1,949    1,264,362            -     (769,144)              -

Employee stock subscriptions
  satisfied through services              -       -           -          -            -            -       69,894

Non-vested common stock canceled
   through employee terminations          -       -    (166,367)      (166)    (222,817)     211,500       11,483               -

Amortization of deferred
  compensation and                                                                                              -
  subscriptions receivable                -       -           -          -            -      306,668    1,655,626

Preferential conversion feature and
  issue of warrants with long-term
  debt                                    -       -           -          -      427,000            -            -               -

Net loss                                  -       -           -          -            -            -            -      (4,296,494)
                                     --------------------------------------------------------------------------------------------

Balance, December 31, 2003                -   $   -   7,859,310  $   7,859 $ 10,477,098  $   (96,843) $   (28,430)  $ (11,476,098)
                                     --------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                                                                  F-4
</TABLE>



<PAGE>
                                                                  CERISTAR, INC.
                                            Consolidated Statement of Cash Flows

                                                        Years Ended December 31,
--------------------------------------------------------------------------------

                                                        2003          2002
                                                   -----------------------------

Cash flows from operating activities:
  Net loss                                         $  (4,296,494) $  (2,733,275)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
     Depreciation and amortization                        77,414         63,682
     Stock issued for services                           497,167      1,322,450
     Amortization of deferred compensation               306,668        364,578
     Stock subscription satisfied with services        1,725,520              -
     Amortization of discount on long-term debt          213,003         10,000
     Bad debt expense                                    126,125         16,117
   Decrease (increase) in:
     Accounts receivable                                 (90,181)       (66,856)
     Prepaid expense                                        (400)             -
     Deposits                                                (41)        (8,338)
   Increase (decrease) in:
     Accounts payable                                     51,309        186,990
     Accrued liabilities                                 201,983         40,489
     Deferred revenue                                      3,644         56,396
                                                   -----------------------------

        Net cash used in operating activities         (1,184,283)      (747,767)
                                                   -----------------------------

Cash flows used in investing activities-
  purchase of property and equipment                    (286,938)       (86,018)
                                                   -----------------------------

Cash flows from financing activities:
  Proceeds from issuance of common stock                 462,390        482,913
  Proceeds from related party note                       103,000        140,300
  Payments on related party notes payable                 (9,798)             -
  Proceeds from note payable                             209,916        228,394
  Payments on note payable                               (10,090)       (59,838)
  Proceeds from convertible short-term debt              864,000             -
  Proceeds from convertible long-term debt                     -         75,000
  Payments on convertible long-term debt                 (12,224)        (7,292)
                                                   -----------------------------

        Net cash provided by financing activities      1,607,194        859,477
                                                   -----------------------------

Net increase in cash
   and cash equivalents                                  135,973         25,692

Cash and cash equivalents at beginning of period          28,210          2,518
                                                   -----------------------------

Cash and cash equivalents at end of period         $     164,183  $      28,210
                                                   -----------------------------

--------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                 F-5

<PAGE>

                                                                  CERISTAR, INC.
                                      Notes to Consolidated Financial Statements

                                                     December 31, 2003, and 2002
--------------------------------------------------------------------------------


1.   Organization       CeriStar,  Inc.  (formerly Planet Resources,  Inc.) (the
     and                Company)  operates in the  communications  industry as a
     Description        developer and service provider of IP technology  applied
     of Business        to data convergence. The Company is located in Salt Lake
                        City, Utah, and was formed in December 1999.

                        On  September  10,  2002  the  Company  entered  into an
                        Agreement and Plan of Merger with Planet Resources,  Inc
                        and its wholly owned subsidiary (together referred to as
                        Planet) in which all the issued and outstanding stock of
                        the Company,  including  Convertible  Preferred Series A
                        shares  (Series A) and  Convertible  Preferred  Series B
                        shares  (Series  B), were  exchanged  for the issued and
                        outstanding stock of Planet.  Series A and B shares were
                        exchanged  at a rate of  approximately  .757  for  every
                        common share of Planet and common  shares of the Company
                        were converted into  approximately .322 shares of Planet
                        common share. Just prior to the merger Planet authorized
                        a  1  to  5.23  reverse  stock  split.  The  merger  was
                        accounted for as a reverse merger with the Company being
                        the accounting acquirer.

2.   Summary of         Concentration of Credit Risk
     Significant        Financial  instruments  which  potentially  subject  the
     Accounting         Company  to   concentration   of  credit  risk   consist
     Policies           primarily of trade receivables.  In the normal course of
                        business,   the   Company   provides   on-going   credit
                        evaluations  of its customers  and maintains  allowances
                        for possible losses.

                        The Company  maintains its cash in bank deposit accounts
                        which, at times,  may exceed  federally  insured limits.
                        The  Company  has not  experienced  any  losses  in such
                        accounts  and  does not  believe  it is  exposed  to any
                        significant credit risk on cash and cash equivalents.

                        Cash and Cash Equivalents
                        Cash  includes all cash and  investments  with  original
                        maturities to the Company of three months or less.


--------------------------------------------------------------------------------
                                                                             F-6

<PAGE>


                                                                  CERISTAR, INC.
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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


2.   Summary of         Property and Equipment
     Significant        Property  and   equipment  are  recorded  at  cost  less
     Accounting         accumulated depreciation.  Depreciation and amortization
     Policies           on  capital   leases  and  property  and  equipment  are
     Continued          determined  using  the  straight-line  method  over  the
                        estimated  useful  lives of the  assets  or terms of the
                        leases.  Depreciation  and  amortization  periods are as
                        follows:

                         Computer equipment and software      3 - 5 years

                         Furniture and fixtures                   5 years

                        Impairment of Long-Lived Assets
                        The Company reviews its long-lived assets for impairment
                        when events or changes in  circumstances  indicate  that
                        the book value of an asset may not be  recoverable.  The
                        Company  evaluates,  at each balance sheet date, whether
                        events and  circumstances  have occurred  which indicate
                        possible  impairment.  The  Company  uses an estimate of
                        future  undiscounted net cash flows of the related asset
                        or group of assets over the estimated  remaining life in
                        measuring  whether the assets are recoverable.  If it is
                        determined that an impairment loss has occurred based on
                        expected  cash  flows,  such loss is  recognized  in the
                        statement of operations.

                        Revenue Recognition
                        Revenue is recognized  when a valid contract or purchase
                        order has been executed or received,  services have been
                        performed  or product  has been  delivered,  the selling
                        price is fixed or determinable,  and  collectibility  is
                        reasonably   assured.   Payments   received   prior   to
                        performance are recorded as deferred revenue.

                        Income Taxes
                        Deferred   taxes  are  computed   using  the  asset  and
                        liability method.  Under the asset and liability method,
                        deferred tax assets and  liabilities  are recognized for
                        future  tax  consequences  attributable  to  differences
                        between  the  financial  statement  carrying  amounts of
                        existing assets and liabilities and their respective tax
                        bases.  Deferred tax assets and liabilities are measured
                        using  enacted  tax rates  expected  to apply to taxable
                        income in the years in which those temporary differences
                        are expected to be  recovered or settled.  The effect on
                        deferred tax assets and  liabilities  of a change in tax
                        rates  is  recognized  in  income  in  the  period  that
                        includes the enactment date. Deferred tax assets are not
                        recognized  unless it is more  likely  than not that the
                        asset will be realized in future years.

--------------------------------------------------------------------------------
                                                                             F-7

<PAGE>

                                                                  CERISTAR, INC.
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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


2.   Summary of         Earnings Per Common and Common Equivalent Share
     Significant        The  computation  of basic  earnings per common share is
     Accounting         computed  using the  weighted  average  number of common
     Policies           shares outstanding during the year.
     Continued
                        The computation of diluted  earnings per common share is
                        based  on  the   weighted   average   number  of  shares
                        outstanding   during   the  year   plus   common   stock
                        equivalents  which  would  arise  from the  exercise  of
                        warrants outstanding using the treasury stock method and
                        the  average  market  price per share  during  the year.
                        Warrants and  convertible  debt to issue  1,290,793  and
                        83,724 common stock  equivalents are not included in the
                        diluted  earnings  per  share  calculation  for 2003 and
                        2002, respectively, since their effect is anti-dilutive.

                        Use of Estimates
                        The  preparation  of financial  statements in conformity
                        with  accounting  principles  generally  accepted in the
                        United  States of America  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  periods.
                        Actual results could differ from those estimates.

                        Stock-Based Compensation
                        The Company has adopted the disclosure  only  provisions
                        of Statement of Financial  Accounting  Standards  (SFAS)
                        No.  123,  "Accounting  for  Stock-Based  Compensation."
                        Accordingly,  In accordance  with APB Opinion No. 25, no
                        compensation   is  recognized  for  options  granted  to
                        employees  unless those  options are  re-priced  and are
                        subject to variable accounting.  No compensation expense
                        is recognized when stock options or warrants are granted
                        to employees.  During the year ended  December 31, 2003,
                        the Company issued 3,900,000  options to Officers of the
                        Company to purchase  the  Company's  common  stock at an
                        exercise price of $.38 to $.46 per share.  These options
                        expire in 2013 and vest in November of 2004.


--------------------------------------------------------------------------------
                                                                             F-8

<PAGE>

                                                                  CERISTAR, INC.
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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


2.   Summary of         Stock-Based Compensation - Continued
     Significant        Had compensation  cost for these options been determined
     Accounting         based upon the fair  value at the grant date  consistent
     Policies           with the methodology  prescribed under SFAS No. 123, the
     Continued          Company's  net earnings  would have changed as set forth
                        in the table below:

                                                   Years Ended December 31,
                                                 -----------------------------
                                                     2003           2002
                                                 -----------------------------

 Net income (loss) - as reported                 $ (4,296,494)  $  (2,733,275)
 Add:   Stock-based employee compensation
 expense included in reported net loss, net of
 related tax effects                                        -               -
 Deduct:  Total stock-based employee
 compensation expense determined under fair
 value based method for all awards, net of
 related tax effects                                 (340,000)              -
                                                 -----------------------------

 Net income (loss) - pro forma                   $ (4,636,494)  $  (2,733,275)
                                                 -----------------------------

 Income (loss) per share - as reported           $       (.62)  $        (.58)
                                                 -----------------------------

 Income (loss) per share - pro forma             $       (.67)  $        (.58)
                                                 -----------------------------

                        These  options were valued at the date of grant with the
                        total    calculated   pro   forma   expense   equal   to
                        approximately $1,585,000. The pro forma expense is being
                        amortized  over the  vesting  period of the  option.  No
                        options or  warrants  were issued to  employees  for the
                        year ended December 31, 2002.

                        The fair value of each warrant grant is estimated on the
                        date of grant  using the  Black-Scholes  option  pricing
                        model with the following assumptions at December 31:

                                                2003             2002
                                          ----------------------------------

 Expected dividend yield                   $              - $             -
 Expected stock price volatility                       100%          50.41%
 Risk-free interest rate                               4.0%           4.25%
 Expected life of options                          10 years         5 years

                        The weighted  average fair value of each option  granted
                        to employees during 2003 was $.41.

--------------------------------------------------------------------------------
                                                                             F-9

<PAGE>

                                                                  CERISTAR, INC.
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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


2.   Summary of         Reclassifications
     Significant        Certain  amounts in the 2002 financial  statements  have
     Accounting         been   reclassified  to  conform  with   classifications
     Policies           adopted in the current year.
     Continued


3.   Going              The   Company   has  a  working   capital   deficit,   a
     Concern            stockholders'  deficit,  and recurring net losses. These
                        factors  create  substantial  doubt about the  Company's
                        ability to continue as a going  concern.  The  financial
                        statements do not include any  adjustment  that might be
                        necessary  if the  Company  is unable to  continue  as a
                        going concern.

                        The  ability  of the  Company  to  continue  as a  going
                        concern is dependent on the Company generating cash from
                        the sale of its common stock or obtaining debt financing
                        and attaining future profitable operations. Management's
                        plans  include   selling  its  equity   securities   and
                        obtaining debt financing to fund its capital requirement
                        and  ongoing  operations,   however,  there  can  be  no
                        assurance  the  Company  will  be  successful  in  these
                        efforts.

4.   Property           Property and equipment consists at December 31:
     and
     Equipment                                     2003             2002
                                          ----------------------------------

 Computer equipment and software           $        694,137  $      410,598
 Furniture and fixtures                              13,986          10,587
                                          ----------------------------------

                                                    708,123         421,185

 Less accumulated depreciation
   and amortization                                (159,204)        (81,790)
                                          ----------------------------------

                                           $        548,919  $      339,395
                                          ----------------------------------


--------------------------------------------------------------------------------
                                                                            F-10

<PAGE>

                                                                  CERISTAR, INC.
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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


5.   Accrued            Accrued  liabilities   consisted  of  the  following  at
     Liabilities        December 31:

                                                2003             2002
                                          ----------------------------------

                        Accrued payroll    $        230,129   $      90,445
                         Other                       73,743          11,443
                                          ----------------------------------

                                           $        303,872   $     101,888
                                          ----------------------------------

6.   Deferred           The Company has entered into long-term service contracts
     Revenue            which  are   accompanied   by  payments   received  from
                        customers for initial equipment  installation to service
                        residential  developments.   Amounts  received  for  the
                        initial  equipment  installation are deferred until they
                        are  earned  based  on the  terms of the  contract.  The
                        balance of the deferred revenue at December 31, 2003 and
                        2002 was $236,509 and $181,296, respectively.

7.   Notes Payable      Notes payable consisted of the following at December 31:

                                                        2003           2002
                                                   -----------------------------
 Discounted convertible notes payable due to a
 financing company.  These notes have a face
 interest rate of 18% and an effective interest
 rate of 58% due to amortization of an original
 discount of $338,000 of which $288,000 was due to
 a beneficial con-version feature attached to the
 notes and $50,000 of the discount in the
 redemption value of the notes.  The total
 unamortized discount at December 31, 2003 was
 $178,004.  The notes are unsecured. Of the notes,
 $197,000 are due on demand with the remainder due
 through April 2004.  The notes are convertible
 upon maturity at a rate of 75% of the average
 closing bid price of the Company's common stock
 for the five trading days ending on the trading
 day immediately preceding the conversion date.     $   685,996   $           -


--------------------------------------------------------------------------------
                                                                            F-11

<PAGE>

                                                                  CERISTAR, INC.
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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

7.   Notes Payable
     Continued

 Note payable with an effective interest rate of
 57% including an original discount of $78,015
 from issuance of detachable warrants with the
 note. As of December 31, 2003 the unamortized
 portion of the discount was $45,509.  The note is
 due to a financing company and matures on August
 2004. The note is secured by equipment.                136,491               -

 Convertible notes due to a shareholder and former
 officer of the Company.  These notes bear
 interest at 12%, are unsecured, and due on
 demand.  Subsequent to December 31, 2003 these
 notes were in default. The notes are convertible
 into approximately 186,000 shares at
 approximately $.50 per share.                           93,202               -

 Note payable to an individual with interest at
 10% secured by receivables and due on demand.           17,826               -

 Note payable to a financial institution. The note
 is payable in monthly installments of $1,744,
 including interest at 14%, secured by equipment,
 and matures on May 30, 2007.  At December 31,
 2003 and 2002 the outstanding balance of the debt
 was 55,484 and 67,708 less a discount of $55,484
 and $65,000, respectively.                                   -               -
                                                    ----------------------------

                                                    $   933,515   $           -
                                                    ----------------------------

--------------------------------------------------------------------------------
                                                                            F-12

<PAGE>

                                                                  CERISTAR, INC.
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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


7. Notes Payable        Future maturities of notes payable are as follows:
   Continued

                        Year Ending December 31:               Amount
                        ------------------------          ------------------

                            2004                           $        947,556
                            2005                                     16,138
                            2006                                     18,548
                            2007                                      6,757
                                                          ------------------

                                                                    988,999
                        Less discount                               (55,484)
                                                          ------------------

                                                           $        933,515
                                                          ------------------

8.   Income             The benefit for income taxes is  different  than amounts
     Taxes              which  would  be  provided  by  applying  the  statutory
                        federal  income  tax  rate to loss  before  benefit  for
                        income taxes for the following reasons:

                                                     Years Ended
                                                    December 31,
                                          ----------------------------------
                                                2003             2002
                                          ----------------------------------

 Income tax benefit at
   statutory rate                          $      1,592,000   $   1,020,000
 Stock valuation for services                      (538,000)       (472,000)
 Change in valuation allowance                   (1,053,000)       (546,000)
 Other                                               (1,000)         (2,000)
                                          ----------------------------------

                                           $              -   $           -
                                          ----------------------------------

                        Deferred tax assets  (liabilities)  are comprised of the
                        following as of December 31:

                                                2003             2002
                                          ----------------------------------

 Net operating loss carry-forwards         $                  $   1,370,000
 Amortization of license technology                 287,000         298,000
 Depreciation                                      (114,000)        (48,000)
 Deferred revenue                                    88,000          26,000
 Allowance for doubtful accounts                     43,000           6,000
 Valuation allowance                             (2,705,000)     (1,652,000)
                                          ----------------------------------
                                           $              -   $           -
                                          ----------------------------------

--------------------------------------------------------------------------------
                                                                            F-13

<PAGE>

                                                                  CERISTAR, INC.
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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


8.   Income             At December 31, 2003, the Company has net operating loss
     Taxes              carry-forwards available to offset future taxable income
     Continued          of  approximately  $6,437,000 which will begin to expire
                        in  2019.  The  utilization  of the net  operating  loss
                        carry-forwards  is dependent upon the tax laws in effect
                        at the time the net operating loss carry-forwards can be
                        utilized.   A  valuation  allowance  has  been  recorded
                        against the  deferred  tax asset due to the  uncertainty
                        surrounding  its  realization  caused  by the  Company's
                        recurring losses.

9.   Common             The Company has issued  360,760 and 240,742  warrants in
     Stock              conjunction  with the  issuance  of its  securities  and
     Warrants           convertible  debt  during the years ended  December  31,
                        2003 and 2002,  respectively.  Warrants that were issued
                        generally do not have a life that exceeds five years.

                        Information  regarding warrants o purchase common shares
                        is summarized below:

                                              Number of
                                               Options         Exercise
                                                 and          Price Per
                                              Warrants          Share
                                          ----------------------------------

 Outstanding at January 1, 2002                      83,724 $          1.67
          Granted                                   240,742     1.67 - 4.50
          Expired                                         -               -
                                          ----------------------------------

 Outstanding at December 31, 2002                   324,466     1.67 - 4.50

          Granted                                 4,260,760      .38 - 4.50
          Expired                                         -               -
                                          ----------------------------------

 Outstanding at December 31, 2003                 4,585,226 $    .38 - 4.50
                                          ----------------------------------

--------------------------------------------------------------------------------
                                                                            F-14

<PAGE>

                                                                  CERISTAR, INC.
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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



9.   Common             The  following  table   summarizes   information   about
     Stock              outstanding  warrants  and options  for common  stock at
     Warrants           December 31,
     Continued
                            Outstanding                     Exercisable
               -----------------------------------------------------------------
                            Weighted
                             Average
                            Remaining    Weighted
    Range of     Number    Contractual    Average                    Average
    Exercise      Out-        Life       Exercise       Number       Exercise
     Prices     standing     (Years)       Price     Exercisable      Price
 -------------------------------------------------------------------------------

 $  .38 -   .58  3,900,000         9.79 $        .45             - $           -
    1.00 - 2.55    395,489         2.41         1.39       395,489          1.39
    3.30 - 4.50    289,737         2.04         3.71       289,737          3.71
 -------------------------------------------------------------------------------

 $  .38  - 4.50  4,585,226         8.66 $        .73       685,226 $        2.37
 -------------------------------------------------------------------------------


10.  Stock              Subscriptions  receivable  consist of the  obligation of
     Subscriptions      employees  to purchase  common  shares.  In addition the
     Receivable         Company may enter into  contracts  with  consultants  in
                        which the Company  issues stock at the  commencement  of
                        the contract period. The value of the services or common
                        stock given, which ever is more determinable is recorded
                        as a stock  subscription  and  amortized as expense over
                        the period of the service contract. At December 31, 2003
                        and 2002 there were  approximately  $28,000 and $996,000
                        of subscriptions receivable related to these contracts

11.  Deferred           Deferred  compensation  is  comprised  of  common  stock
     Compensationns     issuances to employees which have not yet vested.  As of
                        December  31, 2003 and 2002 the company had common stock
                        for employee  services  valued at $96,843 and  $615,011,
                        respectively.  The  measurement  date of compensation is
                        the date the shares were granted.


12.  Supplemental       During the year ended December 31, 2003, the Company had
     Cash Flow          significant non-cash financing and  investing activities
     Information        as follows:

                             o     Issued  1,282,000  common  shares  valued  at
                                   $769,144  to   consultants   for   short-term
                                   contract services.



--------------------------------------------------------------------------------
                                                                            F-15

<PAGE>

                                                                  CERISTAR, INC.
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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


12.  Supplemental            o     Cancelled  166,367  unvested shares of common
     Cash Flow                     stock valued at $222,983 recorded as deferred
     Information                   compensation  of $211,500  and  subscriptions
     Continued                     receivable   of  $11,483,   due  to  employee
                                   terminations.

                             o     Issued warrants in connection with debt which
                                   resulted in a debt discount of $139,000.

                             o     Debt   issued  with   beneficial   conversion
                                   features valued at $288,000 which resulted in
                                   debt discounts.

                             o     Recorded  accounts  receivable  for  unearned
                                   revenue of $51,569.

                        During the year ended December 31, 2002, the Company:

                             o     Financed  the  purchase of  equipment  with a
                                   cash  advance   from  a  customer   which  it
                                   classified as unearned revenue of $103,196.

                             o     Issued  1,248,290  of  the  Company's  common
                                   shares for services of  $1,325,660,  deferred
                                   compensation  of $320,000  and  subscriptions
                                   receivable of $914,933.

                             o     Exchanged  147,768  shares  of the  Company's
                                   common stock for $308,708 of notes payable.

                             o     Issued  45,420  warrants  with  a  beneficial
                                   conversion   feature  attached  to  long-term
                                   debt,  which  resulted in a discount  against
                                   the long-term debt of $75,000.

                             o     Reacquired,  through  employee  terminations,
                                   52,593 shares of the  Company's  common stock
                                   for a reduction in deferred  compensation  of
                                   $161,444  and  subscriptions   receivable  of
                                   $800.

                             o     Acquired  equipment  in exchange for accounts
                                   payable of $164,541.


--------------------------------------------------------------------------------
                                                                            F-16

<PAGE>

                                                                  CERISTAR, INC.
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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


12.  Supplemental       Cash paid for interest and income taxes are as follows:
     Cash Flow
     Information
     Continued                                     Years Ended
                                                   December 31,
                                         ----------------------------------
                                               2003            2002
                                         ----------------------------------

                        Interest         $       122,214   $       23,197
                                         ----------------------------------

                        Income taxes     $             -   $            -
                                         ----------------------------------


13.  Related Party      Related party transactions are as follows:
     Transactions
     Otherwise               o     During the year ended  December 31, 2002,  an
     not disclosed                 officer of the Company and  relatives  of the
                                   Officer  exchanged  $127,200 of notes payable
                                   for  59,585  shares of the  Company's  common
                                   stock.

14.  Major              Sales to customers which exceeded 10% of total sales are
     Customers          as follows for the years ended December 31:

                                               2003            2002
                                         ----------------------------------

                        Customer A        $       155,000 $        152,000
                        Customer B        $             - $         91,000
                        Customer C        $             - $         60,000

15.  Commitments        Litigation
     and                The Company may become or is subject to  investigations,
     Contingencies      claims or  lawsuits  ensuing  out of the  conduct of its
                        business. The Company is currently not aware of any such
                        items which it believes could have a material  effect on
                        its financial position.

16.  Fair Value of      The  Company's  financial  instruments  consist of cash,
     Financial          receivables  and payables.  The carrying amount of cash,
     Instruments        receivables,  convertible  long-term  debt and  payables
                        approximates fair value because of the short-term nature
                        of these items.


--------------------------------------------------------------------------------
                                                                            F-17

<PAGE>

                                                                  CERISTAR, INC.
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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


17.  Recent             In June 2002, the FASB issued SFAS No. 146,  "Accounting
     Accounting         for Costs Associated with Exit or Disposal  Activities."
     Pronounce-         This  standard,  which is effective for exit or disposal
     ments              activities  initiated after December 31, 2002,  provides
                        new  guidance  on  the   recognition,   measurement  and
                        reporting of costs associated with these activities. The
                        standard requires companies to recognize cost associated
                        with exit or disposal  activities when they are incurred
                        rather than at the date the  company  commits to an exit
                        or disposal  plan.  The  adoption of SFAS No. 146 by the
                        Company  did have a  material  impact  on the  Company's
                        financial position or future operations.

                        In May 2003,  the FASB issued SFAS No. 150,  "Accounting
                        For Certain  Instruments  with  Characteristics  of Both
                        Liabilities and Equity".  This new statement changes the
                        accounting for certain financial instruments that, under
                        previous  guidance,  issuers could account for as equity
                        or classifications  between  liabilities and equity in a
                        section that has been known as "Mezzanine  Capital".  It
                        requires that those certain instruments be classified as
                        liabilities in balance  sheets.  Most of the guidance in
                        SFAS  150 is  effective  for all  financial  instruments
                        entered  into  or  modified  after  May  31,  2003.  The
                        adoption of SFAS No. 150 did not have a material  impact
                        on the Company's consolidated financial statements.

                        In December 2003, the FASB issued  Interpretation No. 46
                        ("FIN 46R") (revised  December 2003),  Consolidation  of
                        Variable   Interest   Entities,   an  Interpretation  of
                        Accounting  Research  Bulletin No. 51 ("ARB 51"),  which
                        addresses  how a  business  enterprise  should  evaluate
                        whether  it  has a  controlling  interest  in an  entity
                        though  means other than voting  rights and  accordingly
                        should  consolidate  the entity.  FIN 46R replaces  FASB
                        Interpretation  No.  46 (FIN 46),  which  was  issued in
                        January 2003.  Before  concluding that it is appropriate
                        to apply ARB 51 voting interest  consolidation  model to
                        an entity,  an enterprise  must first determine that the
                        entity is not a variable  interest  entity (VIE).  As of
                        the  effective  date  of FIN  46R,  an  enterprise  must
                        evaluate  its  involvement  with all  entities  or legal
                        structures created before February 1, 2003, to determine
                        whether  consolidation  requirements of FIN 46R apply to
                        those entities.  There is no  grandfathering of existing
                        entities.  Public  companies must apply either FIN 46 or
                        FIN 46R  immediately  to entities  created after January
                        31,  2003  and no  later  than  the  end  of  the  first
                        reporting  period  that ends after March 15,  2004.  The
                        adoption  of  FIN  46 had  no  effect  on the  Company's
                        consolidated  financial position,  results of operations
                        or cash flows.

--------------------------------------------------------------------------------
                                                                            F-18

<PAGE>

                                                                  CERISTAR, INC.
                                      Notes to Consolidated Financial Statements
                                                                       Continued

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


17.  Recent             In November 2002, the FASB issued Interpretation No. 45,
     Accounting         Guarantor's  Accounting and Disclosure  Requirements for
     Pronounce-         Guarantees,    Including    Indirect    Guarantees    of
     ments              Indebtedness of Others (FIN No. 45). FIN No. 45 requires
     Continued          certain  guarantees to be recorded at fair value,  which
                        is different from current practice to record a liability
                        only when a loss is probable and  reasonably  estimable,
                        as those  terms are  defined  in FASB  Statement  No. 5,
                        Accounting for  Contingencies.  FIN No. 45 also requires
                        the Company to make  significant new  disclosures  about
                        guarantees.  The disclosure  requirements  of FIN No. 45
                        are  effective  for the Company in the first  quarter of
                        fiscal year 2003. FIN No. 45's initial  recognition  and
                        initial  measurement  provisions  are  applicable  on  a
                        prospective basis to guarantees issued or modified after
                        December 31, 2002. The Company's previous accounting for
                        guarantees  issued  prior  to the  date  of the  initial
                        application  of  FIN  No.  45  will  not be  revised  or
                        restated  to reflect  the  provisions  of FIN No 45. The
                        Company  does not expect the  adoption  of FIN No. 45 to
                        have a  material  impact on its  consolidated  financial
                        position, results of operations or cash flows.

                        The Emerging  Issues Task Force  issued EITF No.  00-21,
                        "Revenue   Arrangements   with  Multiple   Deliverables"
                        addressing  the allocation of revenue among products and
                        services in bundled  sales  arrangements.  EITF 00-21 is
                        effective  for  arrangements   entered  into  in  fiscal
                        periods after June 15, 2003. The Company does not expect
                        the adoption of EITF No. 00-21 to have a material impact
                        on  the  Company's   future  results  of  operations  or
                        financial position

                        In December 2003, the Securities and Exchange Commission
                        (SEC) issued Staff  Accounting  Bulletin  (SAB) No. 104,
                        Revenue   Recognition.   SAB  104  revises  or  rescinds
                        portions of the interpretive  guidance included in Topic
                        13 of the codification of staff accounting  bulletins in
                        order to make this interpretive guidance consistent with
                        current  authoritative  accounting and auditing guidance
                        and SEC rules and  regulations.  The adoption of SAB 104
                        did not have a material effect on the Company's  results
                        of operations or financial condition.



--------------------------------------------------------------------------------
                                                                            F-19
<PAGE>

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

         None.

ITEM 8A  CONTROLS AND PROCEDURES

         In designing and  evaluating  our  disclosure  controls an  procedures,
management has recognized that any controls and  procedures,  no matter how well
designed and operated,  can provide only  reasonable  assurance of achieving the
desired control  objectives and,  consequently,  management has been required to
apply its  judgment in  evaluating  the  cost-benefit  relationship  of possible
controls and procedures.

         Within 90 days prior to the filling date of this report, we carried out
an evaluation,  under the  supervision and with the  participation  of our Chief
Executive  Officer  and Chief  Financial  Officer  (since  their  employment  in
September  2003),  of the  effectiveness  of the  design  and  operation  of our
disclosure controls and procedures.  Based on the foregoing, our Chief Executive
and Chief Financial Officer each has concluded that our disclosure  controls and
procedures  are  effective  in ensuring  that  information  is  accumulated  and
communicated  to both the  Chief  Executive  and  Chief  Financial  Officer,  as
appropriate.

                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

         The  following  table  sets forth our  control  persons  and  executive
officers.

Current Directors and Executive Officers

       Name                    Age                   Position
       ----                    ---                   --------

Frederick A. Weismiller         62          Chairman of the Board, Chief
                                            Executive Officer and President

Michael B. Miller               60          Chief Operating Officer

Robert E. Lester                36          Chief Financial Officer

Mark S. Hewitt                  52          Director

                                       19
<PAGE>

Former Directors and Executive Officers

David L. Bailey                 64          Chairman of the Board, President and
                                            Chief Executive Officer

Dane P. Goodfellow              58          Vice President of Marketing and
                                            Director

G. Earl Demorest(1)             49          Vice President of Engineering and
                                            Finance

Paul D. Losee                   55          Vice President of Corporate
                                            Development

Lark M. Allen                   59          Director

         (1) Mr. Demorest is the son-in-law of Mr. Bailey.

         Fred A.  Weismiller  joined  CeriStar as President and Chief  Executive
Officer and Director in October 2003. In January 2004, Mr. Weismiller became our
Chairman of the Board of Directors.  From September 2000 until  September  2003,
Mr. Weismiller was employed by MFJCo., a telecommunications  consultancy company
as their Chief  Executive  Officer.  From  September 2000 through June 2001, Mr.
Weismiller was the Chief Operating Officer for  Mediacentric,  Inc. From January
1995 until July 2000, Mr. Weismiller was employed by Pacific Gateway Exchange as
Executive Vice President - International Marketing. From 1990 until 1995, he was
employed by Telecom New Zealand,  most recently as its Managing  Director.  From
1969  through  1989 Mr.  Weismiller  was  employed by AT&T,  most  recently as a
Regional Managing  Director.  Prior to joining AT&T, Mr. Weismiller was with the
United States Navy as a Naval Aviation Officer from September 1963 until January
1969.  Mr.  Weismiller  obtained  a  BSS  degree  in  Economics  from  Fairfield
University in 1963 and a MBA in Professional  Management from Pace University in
1974.

         Michael B. Miller became our Chief  Operating  Officer in October 2003.
Mr.  Miller has over thirty years of  telecommunications  experience,  including
senior  positions  with  U.S.  West  (now  Qwest  International),   involved  in
Engineering, Construction Management and Installation and Maintenance of Central
Office switching and transmission  equipment.  Before joining CeriStar, from May
2001  until   September   2003,   Mr.   Miller   was   employed   by  MFJCo,   a
telecommunications  consultancy  as its COO.  From  September  2000 through June
2001, Mr. Miller was the Senior Vice  President - Operations  for  Mediacentric.
Between May 1998 and August 2000,  Mr. Miller was an  operational  consultant to
Nextink  Communications (now XO Communications).  From February 1962 until April
1998, he was employed in a variety of position for US West Communications and US
West International (now Qwest Communications), most recently as General Manager,
Fixed Network, Malaysia.

         Robert Lester has served as Chief Financial  Officer and Director since
September  2003.  Mr.  Lester  is  responsible  for  financial   operations  and
reporting,  corporate finance and investor relations. Prior to joining CeriStar,
Mr. Lester was employed by AlphaWest  Capital,  a boutique  advisory  firm, as a
Managing  Director,  from  January  2002  until  October  2003.  Before  joining
CeriStar,  Mr. Lester was employed as an investment banker and for Deutsche Banc
Alex.  Brown from March 2000 until June 2001;  Paribas  from  January 1999 until
March 2000;  Ernst & Young,  LLC from 1997 through 1998;  and Merrill Lynch & Co
from 1995 through 1997.  Mr. Lester earned a BS in Economics from the University
of  California  in Riverside  in 1990 and a MBA from  Pepperdine  University  in
Malibu, California in 1994.

                                       20
<PAGE>

         Mark S. Hewitt has served as a member of our Board of  Directors  since
April 2000.  Currently,  Mr. Hewitt is the Chief Technology Officer of Nextbend,
Inc. a consumer  electronics  company based in Florida.  Previously he was Chief
Technology  Officer of Mediacentric  Group, a communications  solutions provider
from February 2000 until  September 2001. From August 1999 until October 2000 he
was Senior VP at I-Link,  Incorporated,  a unified  messaging  and IP  telephony
company.  From May 1998 until  September 1999 he was the Senior  Director of New
Product  Development  for Frontier  Communications,  a NASDAQ  company which was
acquired by Global Crossing.  Mr. Hewitt earned a BS in Electronics  Engineering
in 1974 from the University of Alaska.

         David L Bailey served as our Chairman of the Board, President and Chief
Executive  Officer from December 1999 until his resignation as our President and
Chief  Executive  Officer on October 9, 2003 and his  resignation as a member of
our Board of Directors on January 21, 2004.  From May 1997 to December 1999, Mr.
Bailey served as Managing Partner of DL Group, a limited liability  corporation,
which marketed computer software and telecommunications  products.  From 1993 to
1997,  he was  Chairman  and Chief  Executive  Officer  of VZ Corp.,  a software
development  company.  Mr.  Bailey has also been  Chairman  and Chief  Executive
Officer of Clyde Digital Systems and Cericor, and was the lead founder and Chief
Executive Officer of Iomega, Inc.

         Dane P. Goodfellow served as Vice President of Marketing and a director
of CeriStar  from  December  1999 until his  resignation  as Vice  President  of
Marketing  in May 6, 2003 and  resigned as a member of our Board of Directors in
January 2004.  From 1998 to 1999,  Mr.  Goodfellow  served as Vice  President of
Sales of ViewPoint,  Inc. a software development company.  From 1994 to 1997, he
served  as Vice  President  of  Marketing  and  Sales of VZ  Corp.,  a  software
development company.

         G. Earl  Demorest  served as Vice  President of  Engineering  and Chief
Financial Officer from December 1999 until his resignation from that position on
September 21, 2003. Mr. Demorest  served as Chief Financial  Officer and Network
Administrator  of DL Group,  a limited  liability  corporation,  which  marketed
computer  software and  telecommunications  products.  From 1995 to 1997, he was
Controller and Network Administrator of VZ Corp, a software development company.
Mr.  Demorest is also the  son-in-law of Mr. Bailey.  Mr.  Demorest is currently
employed as an engineer and is not an officer or executive employee.

                                       21
<PAGE>

         Paul D. Losee served as Vice President of  Development  from March 2001
until his  resignation  in May 2003.  From 1999 to 2001, Mr. Losee was the Chief
Operating  Officer  of   Xboundary.com,   Inc.,  an  internet  centric  software
developer.  From  1998  to  1999,  he was  the  Chief  Operating  Officer  of IQ
Telecommunications,  Inc.  Mr.  Losee was  President  and founder of M+, Inc., a
marketing consultancy firm.

         Lark M. Allen served as a member of our Board of  Directors  from April
2000 until his resignation in March 2003.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the Exchange Act requires our directors,  officers and
persons who own more than 10% of our common  stock to file  reports of ownership
and reports of changes in ownership with the Securities and Exchange Commission.
These  persons are  required  by  regulations  of the  Securities  and  Exchange
Commission  to furnish us with copies of all Section  16(a) forms they file.  We
are unable nor do we have any copies of any filings which may have been required
to complete by our former officers and directors.  In addition, we have not been
able to determine if any forms  required to be filed by such persons  before our
current  officers  assumed their positions were filed or copies delivered to the
Company. Messrs. Weismiller, Miller and Lester did not timely file their Form 3.

ITEM 10. EXECUTIVE COMPENSATION

Summary Compensation Table

         The  following  table sets  forth,  for each of the last  three  fiscal
years,  all  compensation  awarded to, paid to or earned by the Chief  Executive
Officer of our  company  and the two other  most  highly  compensated  executive
officers during any of the last three fiscal years.
<TABLE>
<CAPTION>

                           Annual Compensation                               Long-Term Compensation
                           ---------------------------------------          --------------------------------
                                                                                Stock
                                                                                Options
                                                        Other Annual            Granted           All Other
Name and Principal                 Salary     Bonus     Compensation          (In Shares)        Compensation
Positions                  Year      $          $            $                   (#)                ($)
--------------------------------------------------------------------------------------------------------------
<S>                        <C>    <C>        <C>                             <C>                  <C>
Frederick A. Weismiller    2003   $20,768    $7,500                          1,750,000(2)
Chairman of the Board,     2002   0          0
Chief Executive Officer    2001   0          0
and President (1)

Michael B. Miller          2003   $19,384    $6,000                          1,500,000(4)
Chief Operations Officer   2002   0          0
and Director (3)           2001   0          0

Robert E. Lester           2003   $12,000    $8,500                            650,000(6)
Chief Financial Officer    2002   0          0
and Director (5)           2001   0          0

David L. Bailey            2003   $63,173
President, Chief Executive 2002   $75,000
Officer and Director (7)   2001   $136,154

Dane P. Goodfellow         2003   $20,769
Vice President - Marketing 2002   $71,923
and Director (8)           2001   $79,788

G.Earl Demorest            2003   $75,000    $200                                                 0
Vice President Engineering 2002   $81,923                                                         0
and Finance (9)            2001   $103,615                                                        $123,750(10)

Paul D. Losee              2003   $21,577                                                         0
Vice President Corporate   2002   $95,539                                                         0
Development(11)            2001   $92,961                                                         $569,250(12)
</TABLE>

                                       22
<PAGE>

(1)      Mr.  Weismiller is employed by us pursuant to an employment  agreement,
         dated  October  8,  2003.  See  "Executive  Compensation  -  Employment
         Agreements."  Pursuant to Mr. Weismiller's  employment  agreement,  Mr.
         Weismiller  is entitled to a monthly  base salary of $7,500 with annual
         adjustments approved by our Board of Directors.

(2)      Pursuant  to Mr.  Weismiller's  employment  agreement,  Mr.  Weismiller
         received options to purchase  1,750,000 options of our Common Stock for
         a price of $0.46 per share. As of March 31, 2004, none of these options
         are currently vested or exercisable.

(3)      Mr. Miller is employed  pursuant to terms of an  employment  agreement,
         dated as of October 9, 2003. See  "Executive  Compensation - Employment
         Agreements."

(4)      Pursuant to Mr.  Miller's  employment  agreement,  Mr. Miller  received
         options to purchase  1,500,000  options of our Common Stock for a price
         of $0.46 per share.  As of March 31,  2004,  none of these  options are
         currently vested or exercisable.

(5)      Mr. Lester is employed  pursuant to terms of an  employment  agreement,
         dated as of November 18, 2003. See "Executive Compensation - Employment
         Agreements."

(6)      Pursuant to Mr.  Lester's  employment  agreement,  Mr. Lester  received
         options to purchase  650,000 options of our Common Stock for a price of
         $0.38  per  share.  As of March 31,  2004,  none of these  options  are
         currently vested and exercisable.

(7)      Mr.  Bailey  resigned  as  President  and Chief  Executive  Officer  on
         September 22, 2003 and as member and Chairman of the Board of Directors
         on January 21, 2004.

(8)      Mr.  Goodfellow  resigned as Vice President of Marketing on May 6, 2003
         and as a member of Board of Director on January 20, 2004.

(9)      Mr. Demorest  resigned as Chief Financial Officer on September 21, 2003
         and  currently  is  employed as an  engineer,  but is not an officer or
         deemed to be an executive employee.

(10)     Represents  125,000 shares of CeriStar stock issued prior to the Planet
         transaction granted at $.01 per share related to payments for services.

(11)     Mr. Losee resigned in May 2003.

(12)     Represents  575,000 shares of CeriStar stock issued prior to the Planet
         transaction granted at $.01 per share related to payments for services.

                                       23
<PAGE>

Stock Option Grants And Exercises

         We granted  non-qualified stock options to Messrs.  Weismiller,  Miller
and Lester.  As of December 31,  2003,  options to purchase a total of 3,900,000
shares were  outstanding.  The following  tables show, for the fiscal year ended
December 31, 2003 certain  information  regarding  options granted to, exercised
by,  and held at  year-end  by, the  current  executive  officers  listed on the
"Summary of Executive Compensation" table above.

         The potential realizable value is calculated based on the ten-year term
of the option at the time of grant.  Stock price  appreciation  of 5% and 10% is
assumed pursuant to rules promulgated by the Securities and Exchange  Commission
and does not  represent  our  prediction  of our stock  price  performance.  The
potential realizable values at 5% or 10% appreciation are calculated by:

         o    multiplying  the  number of shares of common  stock  subject  to a
              given option by the exercise price per share;

         o    assuming  that  the  aggregate   stock  value  derived  from  that
              calculation  compounds  at the  annual 5% or 10% rate shown in the
              table until the expiration of the options; and

         o    subtracting from that result the aggregate option exercise price.

         Percentages  shown  under  "Percent  of Total  Options/SARs  Granted to
Employees  in Fiscal Year Ended  December 31, 2003 " are based on (i) options to
purchase 3,900,000 shares of our common stock.

Option/SAR Grants During the Fiscal Year Ended December 31, 2003
<TABLE>
<CAPTION>

                         Individual Grants
                       -------------------------------------

                                            % of Total
                                          Options/SARs                                    Potential Realizable
                        Number of         Granted to                                     Value at Assumed Annual
                        Securities        Employees in        Exercise                    Rates of Stock Price
                        Underlying        Fiscal Year         or Base                     Appreciation for Option
                        Options/SARs      Ended  December     Price        Expiration      Term
   Name                 Granted (#)       31, 2003            ($/Share)    Date           5% ($)       10% ($)
 ---------------------- ----------------- ------------------- ------------ ------------- ------------ ------------
<S>                       <C>                     <C>            <C>      <C>           <C>          <C>
Frederick A.              1,750,000               44.87%         $0.46    Oct 7, 2013   $1,312,500   $2,082,500
Weismiller (1)
Michael B. Miller (2)     1,500,000               38.46%         $0.46    Oct 7, 2013   $1,125,000   $1,785,000
Robert E. Lester (3)        650,000               16.67%         $0.38    Nov 18, 2013   $ 403,000    $ 643,500
</TABLE>

(1)      Pursuant  to Mr.  Weismiller's  employment  agreement,  Mr.  Weismiller
         received options to purchase  1,750,000 options of our Common Stock for
         a price of $0.46 per share. As of March 31, 2004, none of these options
         are currently vested or exercisable.

(2)      Pursuant to Mr.  Miller's  employment  agreement,  Mr. Miller  received
         options to purchase  1,500,000  options of our Common Stock for a price
         of $0.46 per share.  As of March 31,  2004,  none of these  options are
         currently vested or exercisable.

                                       24
<PAGE>

(3)      Pursuant to Mr.  Lester's  employment  agreement,  Mr. Lester  received
         options to purchase  650,000 options of our Common Stock for a price of
         $0.38  per  share.  As of March 31,  2004,  none of these  options  are
         currently vested or exercisable.

Compensation of Directors

         Our non-employee  directors do not receive any additional  compensation
for serving as a member of our board of  directors or for  attending  any of our
board  committees,  but non-employee  directors are reimbursed for out-of-pocket
expenses  incurred in connection  with  attending our board and board  committee
meetings.

Employment Contracts

         We entered into employment  agreements with Mr.  Weismiller to serve as
our Chief Executive  Officer,  with Mr. Miller to serve as our Chief  Operations
Officer and with Mr. Lester to serve as our Chief Financial Officer.

         Frederick A. Weismiller
         -----------------------

         In October 2003, we entered into an employment agreement with Frederick
Weismiller  (the  "Weismiller  Agreement"),  whereby Mr.  Weismiller  became our
President and Chief  Executive  Officer for a term of one year.  The  Weismiller
Agreement includes  provisions  allowing this term to be extended for successive
one year  terms  unless  terminated  by  either  party.  Under  the terms of the
Weismiller Agreement, Mr. Weismiller receives a salary of $7,500 per month.

         Michael B. Miller
         -----------------

         In October 2003, we entered into an employment  agreement  with Michael
B.  Miller  (the  "Miller  Agreement"),  whereby  Mr.  Miller  became  our Chief
Operations  Officer  for a term  of one  year.  The  Miller  Agreement  includes
provisions  allowing  this term to be  extended  for  additional  one year terms
unless terminated by either party. Under the terms of the Miller Agreement,  Mr.
Miller receives a salary of $7,000 per month.

         Robert E. Lester
         ----------------

         In November  2003, we entered into an employment  agreement with Robert
E.  Lester  (the  "Lester  Agreement"),  whereby  Mr.  Lester  became  our Chief
Financial Officer for a one year term. The Lester Agreement includes  provisions
allowing  this  term  to be  extended  for  additional  one  year  terms  unless
terminated by either party. Under the terms of the Lester Agreement,  Mr. Miller
receives a salary of $6,500 per month.

         Under each of the  Weismiller,  Miller and  Lester  Agreements,  in the
event of a change of control, which, as defined under these agreements,  Messrs.
Weismiller,  Miller and  Lester are  entitled  to  certain  severance  benefits,
including a lump sump payment  equal to six months of their then current  salary
and all their stock options granted in these agreements shall immediately vest.

                                       25
<PAGE>

         Prior to the Weismiller,  Miller and Lester Agreements, we did not have
any employment agreements with any current or former employees.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Common Stock

         The  following  table  sets forth  certain  information  regarding  the
ownership of our Common Stock as of March 31, 2004 by: (i) each  director;  (ii)
each of the executive  officers  named in the Summary of Executive  Compensation
table in Item 10 of this Report;  (iii) all executive  officers and directors of
the company as a group;  and (iv) all those known by us to be beneficial  owners
of more than five percent of our Common Stock. Unless otherwise  indicated,  the
mailing  address for each party  listed  below is c/o  CeriStar,  Inc.,  50 West
Broadway, Suite 1100, Salt Lake City, Utah 84119.

Beneficial Owner                                Beneficial Ownership (1)
                                                                Percent of Total
Executive Officers and Directors            Number of Shares        Class
--------------------------------
Frederick A. Weismiller                               0             -
Michael B. Miller                                     0             -
Robert E. Lester                                      0             -
Mark Hewitt                                      19,925             *

5% Stockholders
---------------
SovCap Equity Partners
c/o Lion Corporate Securities Ltd.
Cumberland House #27
Cumberland Street
P.O. Box N-10818
Nassau, New Providence                          773,888             9.67%

Former Officers and Directors
-----------------------------
David L. Bailey(2)
1971 N. Summerwood Drive
Farmington Utah 84025                           844,927            10.56%

G. Earl Demorest
1529 East Hilda Drive
Fruit Heights, Utah 84037                       161,112             2.01%

Dane P. Goodfellow
8798 South Sutton Way
Salt Lake City, Utah 84121                      254,865             3.18%

Paul D. Losee
2783 Hobbs Creek Drive
Layton, Utah 84040                                    0             -

*        Less than one percent.

(1)      This table is based upon  information  supplied  by current  and former
         officers,  directors  and  principal  stockholders.   Unless  otherwise
         indicated  in the  footnotes  to this table and  subject  to  community
         property   laws  where   applicable,   we  believe  that  each  of  the
         stockholders  named in this table has sole voting and investment  power
         with respect to the shares indicated as beneficially owned.  Applicable
         percentages are based on 8,004,450 shares of the Company's Common Stock
         outstanding on March 31, 2004 adjusted as required by rules promulgated
         by the Securities and Exchange Commission.

(2)      Includes 39,028 shares owed by Connie Bailey, the wife of Mr. Bailey.

                                       26
<PAGE>

Equity Compensation Plan Information

         2002 Directors,  Officers and Consultants  Stock Option,  Stock Warrant
and Stock Award Plan and New Planet Resources, Inc. Stock Incentive Plan

         We maintain the 2002 Directors,  Officers and Consultants Stock Option,
Stock  Warrant and Stock  Award Plan and the New Planet  Resources,  Inc.  Stock
Incentive  Plan,  pursuant  to which we may  grant  equity  awards  to  eligible
persons.  The following  table  provides  information as of March 31, 2004 about
equity awards under these plans.
<TABLE>
<CAPTION>

                                     Number Of Securities To      Weighted Average
                                    Be Issued Upon Exercise       Exercise Price of       Number of Securities
                                    of Outstanding Options,     Outstanding Options,    Remaining Available for
      Private Plan Category           Warrants And Rights        Warrants And Rights        Future Issuance
---------------------------------- --------------------------- ------------------------ -------------------------

<S>                                            <C>                      <C>                     <C>
Equity Compensation Plans                      0                        $0.00                      0
Approved by Security Holders (1)

Equity Compensation Plans Not                  0                        $0.00                   225,731
Approved by Security Holders(2)

Total                                          0                        $0.00                   225,731
</TABLE>

(1)      As of March 31, 2004, the New Planet  Resources,  Inc. Stock  Incentive
         Plan had no shares issued or grants underlying such plan.

(2)      As of March 31, 2004,  the 2002  Directors,  Officers  and  Consultants
         Stock  Option,  Stock  Warrant and Stock Award Plan had  available  for
         issuance  approximately 225,731 shares. The number of options presented
         in this chart do not include the 3,900,000  options to purchase  shares
         of  stock  issued  to  Messrs.  Weismiller,   Miller  and  Lester.  See
         "Executive Compensation - Stock Option Grants and Exercises."

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain Relationships

         During 2003,  David L Bailey,  loaned $78,000 to CeriStar,  his brother
loaned CeriStar $15,000 and his sister-in-law  loaned CeriStar  $10,000.  Of the
monies loaned by Mr. Bailey, $9,798 has been used to offset amounts due CeriStar
for stock subscriptions.  During 2002, Mr. Bailey, wife and nephew loan $127,200
to CeriStar,  which was later exchanged for 4,736 shares of Series B convertible
preferred  stock  (converted to 3,585 of CeriStar common stock) 56,000 shares of
CeriStar  common  stock.  During  2001 Mr.  Bailey,  his  wife  and his  brother
purchased a total of 27,200 shares of Series B convertible  preferred  stock for
$68,000.

                                       27
<PAGE>

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

         (a)(3) Exhibits

         The following  exhibits are filed as part of this Annual Report on Form
10-KSB.

         10.01       Amendment   Number  1  to  Employment   Agreement   between
                     CeriStar, Inc. and Fred Weismiller dated October 1, 2003.

         10.02       Amendment   Number  1  to  Employment   Agreement   between
                     CeriStar, Inc. and Michael Miller dated October 9, 2003.

         10.03       Amendment   Number  1  to  Employment   Agreement   between
                     CeriStar, Inc. and Robert Lester dated November 18, 2003.

         31.1        Certification  of  Chief  Executive   Officer  pursuant  to
                     Section 302 of the Sarbanes-Oxley Act of 2002.

         31.2        Certification  of  Chief  Financial   Officer  pursuant  to
                     Section 302 of the Sarbanes-Oxley Act of 2002.

         32.1        Certification  of  Chief  Executive   Officer  pursuant  to
                     Section 906 of the Sarbanes-Oxley Act of 2002.

         32.2        Certification  of  Chief  Financial   Officer  pursuant  to
                     Section 906 of the Sarbanes-Oxley Act of 2002.

         (a)(4)      Previously Filed Exhibits

         Exhibit       Description
         -------       -----------

         3.1         Certificate of Incorporation(1)

         3.2         Bylaws(1)

         4.1         Specimen Common Stock Certificate(1)

         10.1        2002  Directors,  Officers and  Consultants  Stock  Option,
                     Stock Warrant and Stock Award Plan.(2)

         10.2        New Planet Resources, Inc. Stock Incentive Plan(3)

         10.2        Agreement and Plan of Merger between Planet Resources, Inc.
                     and CeriStar, Inc. (4)

         10.01       Employment  Agreement  between  CeriStar,   Inc.  and  Fred
                     Weismiller dated October 1, 2003. (5)

         10.02       Employment  Agreement  between  CeriStar,  Inc. and Michael
                     Miller dated October 9, 2003. (5)

         10.03       Employment  Agreement  between  CeriStar,  Inc.  and Robert
                     Lester dated November 18, 2003. (5)

(1)      Incorporated by reference from Form 8-A, as filed on March 1, 2001.
(2)      Incorporated by reference from  Registration  Statement on Form S-8, as
         filed on September 10, 2002.

                                       28
<PAGE>

(3)      Incorporated by reference from Registration  Statement on Form SB-2, as
         filed on April 19, 1999.
(4)      Incorporated  by  reference  from Form 8-K, as filed on  September  17,
         2002.
(5)      Incorporated by referenced  from Form 10-QSB,  as filed on November 19,
         2003.

         (a)  Current Reports on Form 8-K

              We filed the following Current Reports on Form 8-K during 2003

              (i)    On March 5, 2004 to file a press release.

              (ii)   On January  21,  2004 to announce  the  resignation  of Mr.
                     Goodfellow as a member of our Board of Directors.

              (iii)  On January  13,  2004 to announce  the  resignation  of Mr.
                     Bailey as our Chairman of the Board and President

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

         We retained Tanner & Co. to audit the consolidated financial statements
for the fiscal years ended December 31, 2003 and to provide  various  accounting
services  during the fiscal year ended  December 31, 2003.  The  aggregate  fees
billed for professional accounting services by Tanner & Co. for the fiscal years
ended December 31, 2003 are as follows: follows:

                                                  2003                  2002
                                                  ----                  ----
           Audit Related fees                   $41,843               $34,700
           Audit fees                              -                     -
           Tax fees                                -                     -
           Total                                $41,843               $34,700

         Audit Fees.  This category  includes the audit of our annual  financial
statements,  review of  financial  statements  included  in our Form 8-K Current
Reports and services that are normally  provided by the independent  auditors in
connection with statutory and regulatory filings or engagements for those fiscal
years.

         Audit  Related Fees.  This  category  consists of assurance and related
services that were  reasonably  related to the  performance  of the audit of our
financial statements and are not reported above under "Audit Fees." The services
for the fees disclosed under this category were for benefit plan audits.

         Tax Fees. This category consists of professional  services rendered for
tax  compliance and tax advice.  The services for the fees disclosed  under this
category were for tax return preparation and technical tax advice.

         All  Other  Fees.   All  other  fees  would  include  fees  billed  for
professional services that were not the result of an audit or review.


                                       29
<PAGE>

                                  SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934,  the registrant has caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                 CERISTAR, INC.


Dated: April 13, 2004                      /s/ Frederick A. Weismiller
                                           ---------------------------
                                           Frederick A. Weismiller
                                           Chief Executive Officer


         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/ Frederick A. Weismiller
                                           -----------------------------=----
                                           Frederick A. Weismiller
Dated: April 13, 2004                      Chairman of the Board, Chief
                                           Executive Officer and President


                                           /s/ Michael B. Miller
                                           ----------------------------=-----
                                           Michael B. Miller
Dated: April 13, 2004                      Chief Operations Officer


                                           /s/ Robert E. Lester
                                           ----------------------------=-----
                                           Robert E. Lester
Dated: April 13, 2004                      Chief Financial Officer (Principal
                                           Financial Officer)


Dated: April 13, 2004                      /s/ Mark S. Hewitt
                                           ----------------------------------
                                           Mark S. Hewitt
                                           Director


                                       30