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

                                   FORM 10-QSB

[X]      QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(D) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

                For the quarterly period ended March 31, 2003

                                     OR

[ ]      TRANSACTION  REPORT  PURSUANT TO SECTION 13 OR 15(D) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

                        Commission file number 0-28330

                             TALK VISUAL CORPORATION
                            -----------------------
           (Exact name of registrant as specified in its charter)


             Nevada                                      95-4561156
------------------------------             ------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

     3550 Biscayne Blvd. Ste 704
         Miami, FL                                33137
     ---------------------------                 -------
  (Address of principal executive offices)      (Zip Code)

                                305-572-0575
                               --------------
                  (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.     Yes  [X]       No  [ ]

There were 148,725,141 shares outstanding of the registrant's  Common Stock, par
value $.001 per share, as of May 14, 2003.

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











                                       1
<PAGE>



                           TALK VISUAL CORPORATION

                                     INDEX
                                                                    Page No.

                        PART I - FINANCIAL INFORMATION

Item l.  Financial Statements (Unaudited):

                Condensed Consolidated Balance Sheets at
                      March 31, 2003 and December 31, 2002.              3

                Condensed Consolidated Statements of
                      Operations for the three months ended
                      March 31, 2003 and 2002.                           5

                Condensed Consolidated Statements of
                      Cash Flows for the three months ended
                      March 31, 2003 and 2002.                           6

                Notes to Condensed Consolidated
                      Financial Statements                               7

Item 2.     Management's Discussion and Analysis or Plan
                 of Operations                                           9

Item 3.  Controls and Procedures                                        13

                        PART II - OTHER INFORMATION

Item 1.     Legal Proceedings                                           13
Item 6.     Exhibits and Reports on Form 8-K                            13

Signatures                                                              14

Certifications                                                          15

Exhibits
     Exhibit 11                                                         16
     Exhibit 99.1                                                       17



                                       2
<PAGE>

                             TALK VISUAL CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS


                                                     MARCH 31,     DECEMBER 31,
                                                      2003            2002
                                                   (unaudited)
                                                   ----------      ----------
                                   ASSETS


CURRENT ASSETS
   Cash                                            $   41,474      $  104,101
   Accounts receivable, net of allowances
    for doubtful accounts of $84,775 and $80,625      442,476         400,194
   Other current assets                                35,765         133,536
   Assets held for sale, net of reserve
    for impairment of $0 and 3,341,984                   --         1,012,363
                                                   ----------      ----------
   Total current assets                               519,715       1,650,194

DUE FROM FORMER OFFICER                               245,209         245,209

PROPERTY AND EQUIPMENT, net                           727,212         795,948

GOODWILL, net                                         226,575         226,575

INVESTMENT IN EQUITY SECURITIES                        10,805         793,204

OTHER ASSETS                                          157,637         118,574
                                                   ----------      ----------
   TOTAL ASSETS                                    $1,887,153      $3,829,704
                                                   ==========      ==========





            See condensed notes to consolidated financial statements.


                                       3
<PAGE>

                              TALK VISUAL CORPORATION
                        CONDENSED CONSOLIDATED BALANCE SHEETS

                                                   MARCH 31,       DECEMBER 31,
                                                     2003             2002
                                                  (unaudited)
                                                 -------------    -------------

                    LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES
   Accounts payable                              $   2,231,287    $   2,541,001
   Accrued liabilities                                 513,179          594,290
   Notes Payable                                          --            941,667
   Other current liabilities                            38,633           49,373
                                                 -------------    -------------
   Total current liabilities                         2,783,099        4,126,331

LONG-TERM DEBT,                                        289,700          289,700
                                                 -------------    -------------
   TOTAL LIABILITIES                             $   3,072,799    $   4,416,031
                                                 -------------    -------------

COMMITMENTS AND CONTINGENCIES

DEFICIENCY IN ASSETS
   Series A Convertible  redeemable  preferred
     stock, par value $.001 per share,
     25,000,000 shares authorized;
     none issued or outstanding

   Common  Stock,  par value  $.001 per share,
     500,000,000    shares  authorized;
     148,725,141 and 148,725,141 shares
     issued and outstanding                            148,725          148,725
   Additional paid in capital                       24,036,063       24,036,063
   Accumulated deficit                             (25,370,434)     (24,771,115)
                                                 -------------    -------------
   DEFICIENCY IN ASSETS                             (1,185,646)        (586,327)
                                                 -------------    -------------
       TOTAL                                     $   1,887,153    $   3,829,704
                                                 =============    =============









                  See condensed notes to consolidated financial statements.


                                       4
<PAGE>

                             TALK VISUAL CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

                                               THREE MONTHS ENDED MARCH 31,
                                               ----------------------------
                                                 2003                2002
                                              -------------    -------------
REVENUE
 Telecommunication sales and services         $   1,466,580    $   1,877,471

COSTS OF SALES AND SERVICES                       1,050,292        1,369,631
                                              -------------    -------------
GROSS PROFIT                                        416,288          507,840
                                              -------------    -------------
COSTS AND EXPENSES
 Selling, general and administrative                873,573          892,218
 Depreciation and amortization                       68,736           93,438
                                              -------------    -------------
Total costs and expenses                            942,309          985,656
                                              -------------    -------------
INCOME (LOSS) FROM OPERATIONS                      (526,021)        (477,816)
                                              -------------    -------------
OTHER INCOME (EXPENSE)
 Interest expense, net                              (40,749)         (11,250)
 Gain on disposal of property and equipment            --              7,321
 Gain on sale of securities                          17,600             --
                                              -------------    -------------
                                                    (23,149)          (3,930)

INCOME (LOSS) FROM CONTINUING OPERATIONS           (549,170)        (481,746)

INCOME (LOSS) FROM DISCONTINUED OPERATIONS          (50,149)          69,943
                                              -------------    -------------
LOSS BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE                          $    (599,319)   $    (411,803)

CUMULATIVE EFFECT OF ACCOUNTING
CHANGE (GOODWILL IMPAIRMENT)                           --           (339,208)
                                              -------------    -------------

NET INCOME (LOSS)                             $    (599,319)   $    (751,011)
                                              =============    =============

NET LOSS PER COMMON SHARE - BASIC AND
DILUTED FROM CONTINUING OPERATIONS(1)         $      (0.004)   $      (0.003)

DISCONTINUED OPERATIONS                               0.000            0.000
CUMULATIVE EFFECT OF ACCOUNTING CHANGE                0.000           (0.002)
                                              -------------    -------------
NET LOSS                                      $      (0.004)   $      (0.005)
                                              =============    =============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING DURING THE PERIOD                   148,725,141      147,705,211
                                              =============    =============

(1) The effect of common  stock  options and  warrants is excluded  from diluted
earnings per share as its inclusion would be  anti-dilutive  for the three month
periods ended March 31, 2003 and 2002.

                 See condensed notes to consolidated financial statements


                                       5
<PAGE>

                             TALK VISUAL CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

                                                   THREE MONTHS ENDED MARCH 31,
                                                   ----------------------------
                                                       2003           2002
                                                   -----------    -----------
Cash Flows From Operating Activities:

Net Loss                                           $  (599,319)   $  (751,803)

Adjustments to reconcile net loss
to net cash used in operating activities:
  Impairment of Goodwill                                  --          339,208
  Depreciation and amortization                         68,736         93,438
  Provision for uncollectible accounts                   4,150           --
 (Gain) on sale of securities                          (17,600)          --
 (Gain) on disposition of property and equipment          --           (7,321)
  Additional non-cash charges
    from discontinued operations                          --           14,046

Increase (decrease) in cash from changes in:
  Accounts receivable                                  (43,212)       (19,529)
  Other assets                                          58,708        (27,343)
  Accounts payable                                    (309,714)       369,329
  Accrued liabilities                                  (84,332)       (38,630)
  Other liabilities                                    (10,739)        13,276
                                                   -----------    -----------
    Net Cash from Operating Activities                (150,922)       (14,537)
                                                   -----------    -----------
Cash Flows from Investing Activities:

  Purchase of property and equipment                      --          (39,045)
  Advances to former officers                             --          (25,530)
  Proceeds from sale of discontinued operations      1,012,362           --
  Proceeds from sale of securities                     800,000           --
  Acquisition of disposition of other assets              --            4,782
                                                   -----------    -----------
    Net Cash from Investing Activities               1,812,362        (59,793)
                                                   -----------    -----------
Cash Flows from Financing Activities:

  Payments on notes payable and long-term debt        (941,667)          --
  Net proceeds from common stock transactions             --           56,500
                                                   -----------    -----------
    Net Cash from Financing Activities                (941,667)        56,500
                                                   -----------    -----------
Increase (decrease) in cash and cash equivalents       (62,627)       (17,830
Cash and cash equivalents at beginning of period       104,101        323,928
                                                   -----------    -----------
Cash and cash equivalents at end of period         $    41,474    $   306,098
                                                   ===========    ===========

Supplemental disclosure of cash flow information:

Cash paid during the period for:

       Interest,
         excluding discontinued operations         $    40,749    $      --
                                                   -----------    -----------
       income taxes,
         excluding discontinued operations          $    1,105    $       755
                                                   -----------    -----------

                 See notes to condensed consolidated financial statements

                                       6
<PAGE>


                             TALK VISUAL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

Note 1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America for interim financial  information and the instructions
to Form 10-QSB and Regulation S-B.  Accordingly,  they do not include all of the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of only normal recurring accruals)  considered  necessary for a fair
presentation of the Company's financial position at March 31, 2003 and 2002, the
results of  operations  for the three  months ended March 31, 2003 and March 31,
2002, and the cash flows for the three months ended March 31, 2003 and March 31,
2002 are included.  Operating results for the three month period ended March 31,
2003 are not necessarily  indicative of the results that may be expected for the
year ending December 31, 2003.

The information contained in this Form 10-QSB should be read in conjunction with
the audited  financial  statements as of December 31, 2002, filed as part of our
Annual Report on Form 10-KSB.

Note 2. Summary of Significant Accounting Policies

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 period. Actual results could differ from those estimates.

Income Taxes

The Company  accounts  for income  taxes  according  to  Statement  of Financial
Accounting Standards No. 109, which requires a liability approach to calculating
deferred income taxes.  Under this method,  the Company  records  deferred taxes
based on temporary  differences  between tax bases of the  Company's  assets and
liabilities  and their  financial  reporting  bases.  A valuation  allowance  is
established when it is more likely than not that some or all of the deferred tax
assets will not be realized.

The effective tax rate for the three months ended March 31, 2003,  differed from
the federal  statutory  rate due  principally to an increase in the deferred tax
asset valuation allowance.

Loss Per Common Share

Loss per common share is calculated in  accordance  with  Statement of Financial
Accounting  Standards  ("SFAS") No. 128,  "Earnings  per Share."  Basic loss per
share is computed by dividing the loss available to common  shareholders  by the
weighted-average number of common shares outstanding.  Diluted loss per share is
computed  similar  to basic  loss per  share,  except  that the  denominator  is
increased to include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and if the additional
common shares were dilutive. For the three months ended March 31, 2003 and 2002,
common stock equivalents have been excluded from the aforementioned computations
as their effect would be anti-dilutive.

New Accounting Pronouncements

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with  Exit  or  Disposal   Activities"  (SFAS  146).  This  statement  addresses
accounting and reporting for costs  associated with exit or disposal  activities
and  nullifies  Emerging  Issues Task Force Issue No.  94-3.  The  statement  is
effective for exit or disposal costs initiated after December 31, 2002,



                                       7
<PAGE>

with early  application  encouraged.  Adoption of this  statement did not have a
material effect on the consolidated financial statements of the Company.

In  November  2002,  the FASB  issued  FASB  Interpretation  No.  45  ("FIN45"),
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  including
Indirect Guarantees of Indebtedness of Others." FIN 45 requires that a liability
be recorded in the  guarantor's  balance sheet upon issuance of a guarantee.  In
addition,  FIN 45 requires  disclosures  about the guarantees that an entity has
issued,  including a reconciliation  of changes in the entity's product warranty
liabilities.  The initial recognition and initial measurement  provisions of FIN
45 are applicable on a prospective  basis to guarantees issued or modified after
December  31,  2002,  irrespective  of  the  guarantor's  fiscal  year-end.  The
disclosure  requirements  of FIN 45 are effective  for  financial  statements of
interim or annual  periods  ending after December 15, 2002. The adoption of this
Statement  did  not  have  a  material  impact  on  the  consolidated  financial
statements of the Company.

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation,  Transition  and  Disclosure."  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.  SFAS No. 148 also requires
that  disclosures  of the pro forma  effect of using  the fair  value  method of
accounting for stock-based  employee  compensation be displayed more prominently
and in a tabular format.  Additionally,  SFAS No. 148 requires disclosure of the
pro forma effect in interim  financial  statements.  The  transition  and annual
disclosure  requirements  of SFAS No. 148 are  effective  for fiscal years ended
after December 15, 2002. The interim  disclosure  requirements are effective for
interim  periods  beginning  after  December 15,  2002.  The Company has not yet
adopted this  statement,  and  management  has not determined the impact of this
statement on the consolidated financial statements of the Company.

In  January  2003,  the FASB  issued  FASB  Interpretation  No.  46 ("FIN  46"),
"Consolidation of Variable Interest Entities,  an Interpretation of ARB No. 51."
FIN 46 requires  certain  variable  interest  entities to be consolidated by the
primary  beneficiary of the entity if the equity  investors in the entity do not
have the  characteristics  of a  controlling  financial  interest or do not have
sufficient  equity at risk for the  entity to  finance  its  activities  without
additional  subordinated  financial  support  from  other  parties.  FIN  46  is
effective immediately for all new variable interest entities created or acquired
after January 31, 2003. For variable interest entities created or acquired prior
to  February  1, 2003,  the  provisions  of FIN 46 must be applied for the first
interim or annual period  beginning after June 15, 2003. The Company has not yet
adopted this  statement and  management  has not  determined  the impact of this
statement on the consolidated financial statements of the Company.

In April 2003, the FASB issued SFAS No. 149, which amends SFAS 133,  "Accounting
for Derivative  Instruments and Hedging  Activities".  The primary focus of this
Statement  is to amend  and  clarify  financial  accounting  and  reporting  for
derivative  instruments.  This Statement is effective for contracts entered into
or modified after June 30, 2003.  The Company is currently  assessing the impact
of SFAS  No.  149,  which  is not  expected  to have a  material  impact  on the
Company's financial statements.

Reclassifications

Certain  amounts in the 2002 condensed  consolidated  financial  statements have
been reclassified to conform into the 2003 presentation.

Note 3. Financial Condition and Liquidity

As reflected in the accompanying financial statements,  the Company has incurred
significant  net losses since  inception and expects to continue to incur losses
and generate  negative  working capital from operations  through 2003. Until the
Company generates  positive cash flow, the Company is dependent on proceeds from
the  sale  of  certain  assets,   successful   negotiations  related  to  vendor
settlements  refinancing  certain  equipment,  collection of receivables  from a
former officer and in their absence, an infusion of debt or equity capital.

On February 25, 2003, the Company  negotiated a letter of intent to sell the net
assets of Mundo  Express of NY, Ltd. The proposed  sale is subject,  among other
things, to satisfactory  completion of due diligence  procedures by the intended
buyer and is expected to be completed in May 2003.

On February 26, 2003,  the Company sold its property in  Sacramento,  California




                                       8
<PAGE>

for $5,500,000.  As a result of the sale, the existing  mortgage was assigned to
the purchaser and  approximately  $735,000 of notes payable and related interest
were satisfied.

On March 6, 2003,  the  Company  sold its 400,000  shares of Yak  Communications
(USA),  Inc. common stock for $800,000.  The proceeds from the sale were used to
reduce notes payable plus related interest and trade payables.

In March 2003, the Company negotiated  settlement agreements with former vendors
reducing  accounts  payable by approximately  $1,125,000 for  consideration of a
$250,000 payment in March 2003, and a promise to pay $123,000 upon completion of
certain asset sale/debt restructuring events.

Based upon the above events and  management's  projected  operations and related
cash flows,  it believes  that there will be  sufficient  cash flows to meet the
needs of the Company for 2003.

Note 4. Discontinued Operations

Excluding the loss and estimated loss from discontinued operations, revenues and
expenses from discontinued  operations for the quarter ended March 31, 2003 were
$232,970 and $283,119,  respectively.  Revenues and expenses  from  discontinued
operations  for the quarter  ended March 31, 2002 were  $353,026  and  $283,083,
respectively.

Following is summarized financial information for the discontinued operations:

                                             2003         2002
                                        ----------   ----------
Current assets                          $   31,827   $     --
Total assets                                31,827    4,982,772
Current liabilities                         25,497      357,909
Total liabilities                           25,497    4,261,898
Net assets of discontinued operations        6,330      720,874

Note 5. Related Parties

As of March 31, 2003,  amounts due from a former officer consist of $245,209 due
from Michael Zwebner (Mr. Zwebner), former officer, former Chairman of the Board
and current stockholder. This balance has been reclassified to noncurrent assets
pending  the  final  payment  of the  note  which  is due on May 31,  2004  (see
subsequent events).

Note 6.  Subsequent Events

On May 16,  2003,  the Company  and Mr.  Zwebner  agreed to amend Mr.  Zwebner's
termination  and  severance  agreement  dated June 20, 2002.  Under terms of the
amendment,  Mr. Zwebner agreed to the following:  1) an extension fee of $12,500
upon signing of the document;  2) monthly  payments of $7,500  beginning on June
30, 2003; 3) an escrow of YAK Communications (USA), Inc. ("YAK") common stock in
an amount equal to the unpaid  principal and interest  balance of the notes; and
4) a balloon  payment  due on May 31,  2004.  The Company has agreed to sell Mr.
Zwebner  4,000,000 shares of its restricted  common stock for $40,000 and reduce
the  balloon  payment  due on May 31,  2004 by $40,000 if all other terms of the
agreement  are kept.  In the event of default,  the Company  will be entitled to
receive an equivalent amount of YAK common stock of the then outstanding balance
of principal and interest and will have the option of rescinding the sale of its
common stock to Mr. Zwebner.

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

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations.

The "Management's  Discussion and Analysis of Financial Condition and Results of
Operations"  included  herein should be read in  conjunction  with the Condensed
Consolidated  Financial  Statements of Talk Visual Corporation,  and the related
notes to the Financial  Statements included in the Company's Form 10-KSB for the
fiscal year ended  December 31, 2002, and the Condensed  Consolidated  Financial
Statements  and the  related  notes  to the  Consolidated  Financial  Statements
included in this quarterly report on Form 10-QSB. Our Financial



                                       9
<PAGE>

Statements have been prepared in accordance with generally  accepted  accounting
principles in the U.S. and have been audited by our independent auditors.

The financial information in "Management's  Discussion and Analysis of Financial
Condition and Results of Operations" refers to our continuing operations.

CAUTIONARY  NOTE  REGARDING  FORWARD-LOOKING   STATEMENTS

Except for  historical  information  contained  herein,  the  statements in this
report (including  without  limitation,  statements  indicating that the Company
"expects,"  "estimates,"  anticipates,"  "plans"  or  "believes"  and all  other
statements  concerning future financial  results,  product  offerings,  proposed
acquisitions  or  combinations  or other events that have not yet  occurred) are
forward-looking  statements that are made pursuant to the safe harbor provisions
of the  Private  Securities  Litigation  Reform Act of 1995,  Section 21E of the
Securities  Exchange Act of 1934, as amended,  and Section 27A of the Securities
Act of 1933, as amended.  Forward-looking  statements  involve known and unknown
factors, risks and uncertainties which may cause the Company's actual results in
future periods to differ  materially  from forecasted  results.  These risks and
uncertainties include, without limitation, demand for the Company's products and
services,  competition  from larger and/or more  experienced  telecommunications
providers,  the  Company's  ability to continue  to develop its market,  general
economic conditions,  government regulation,  and other factors that may be more
fully  described  in the  Company's  periodic  filings with the  Securities  and
Exchange  Commission.  Forward-looking  statements  are  all  based  on  current
expectations, and the Company assumes no obligation to update this information.

Investing  in Talk  Visual  common  stock  involves  a high  degree of risk.  In
particular,  we need substantial  additional funding to continue our operations.
Future  financing may not be available to us on acceptable  terms or not at all.
If future financing  requirements  are satisfied  through the issuance of equity
securities,  investors  may  experience  significant  dilution in terms of their
percentage ownership interest. While we are actively seeking strategic solutions
to our funding issues, there is no assurance that we will be able to obtain such
financing. For additional risk factors regarding our Company, see "Risk Factors"
beginning on page 22 of the Company's Annual Report on Form 10-KSB to read about
factors you should consider before investing in Talk Visual common stock.


BUSINESS AND ORGANIZATION

Overview
--------

Our  company,  Talk  Visual  Corporation  (referred  to  herein  as "we" or "the
Company"),  is a provider of voice  telecommunications  services to key business
and consumer market segments in the United States. These market segments consist
of multiple  sub-segments which include the Latin American  expatriate  business
and consumer communities. Our Retail Operations Division generates sales through
our 9 stores in the greater New York City/New Jersey area and our Sales Division
based in Miami,  Florida  generates  sales through a variety of means  including
direct sales and agent partnerships.

The principal  services that we provide through our Retail  Operations  Division
are  long-distance  telephone  calling in  private  booths in our  stores,  with
payment for such  services  collected  by a cashier  after  calls are  completed
("call-shop  services"),  pre-paid calling cards, money transfer and money order
services, internet services and international package delivery services.

The  principal   services  that  we  provide  through  our  Sales  Division  are
international and domestic long distance  services,  domestic toll-free services
and various  pre-paid  services.  Our Sales  Division,  in conjunction  with our
finance and accounting department, has developed systems, processes,  procedures
and rate  tables  to resell  international  and  domestic  long  distance  voice
services to business and residential clients.  Over the past 6 months, our Sales
Division  has become  increasingly  concentrated  on  business  and  residential
accounts  and  decreased  our  involvement  with call shop  revenue  in order to
increase gross margin as well as the  predictability and reliability of revenues
for the Sales Division.

                                       10
<PAGE>

General
-------

Given current economic  conditions and the condition of the Company,  management
has taken  multiple  steps to improve the overall  performance  of the  Company.
While many positive steps have been taken, the management team continues to seek
out ways to increase  revenue and reduce overall  operating  costs. To this end,
management has been focused on the following:

         o    Growing the retail  sector  (business and  residential  customers)
              while moving away from the higher risk call shop market
         o    Conducting   extensive  reviews  of  the  key  customer  impacting
              processes  (provisioning,  billing,  customer  service,  etc.) and
              identifying  opportunities to improve productivity,  reduce costs,
              and redeploy resources
         o    Continuing to improve network efficiency
         o    Monitoring the underlying carriers' service levels and costs
         o    Improving billing  functionality such that future new services can
              be added with little or no modifications to the Company's systems
         o    Realigning  operational  functions  under a newly  appointed Chief
              Operating Officer
         o    Increasing agent and sales force support and training
         o    Improving  the overall cash  position of the Company by converting
              existing  assets on the balance sheet to cash for working  capital
              purposes.

During the  quarter  ended  March 31,  2003,  among  other  things,  Talk Visual
Corporation

         o    Added 576 new customer accounts representing more than 3,300 lines
              and $91,000 in new monthly revenue
         o    Successfully  partnered with an Internet based  telecommunications
              promotions company as a channel for customer acquisition
         o    Added 5 new agents to the Company's growing agent network
         o    Increased  the Customer Care team by 60% in order to better manage
              customer growth and on-going service support

RESULTS OF OPERATIONS

For the three months  ended March 31,  2003,  compared to the three months ended
March 31, 2002:

Revenue  decreased $0.41 million or 21.9% to $1.47 million for the quarter ended
March 31, 2003,  from $1.88 million for the quarter  ended March 31, 2002.  This
decrease is due to reduced  sales of $0.10  million  from the Retail  Operations
Division as fewer stores and competition  resulted in reduced  revenue.  Revenue
from the Sales  Division  decreased by $0.31  million to $0.82  million due to a
concerted  effort by the Company to reduce its  reliance on call shop revenue as
it focused on  residential  and  business  traffic.  When  compared to the first
quarter of 2002, the Retail  Operations  Division  increased its residential and
business  revenue  from $0.087  million to $0.51  million for the quarter  ended
March 31,  2003.  The Retail  Operations  Division,  which  consists of 9 stores
operated by the Company in the New York City/New Jersey area,  generated revenue
of $0.64  million for the quarter ended March 31, 2003 compared to $0.74 million
for the quarter ended March 31, 2002.  Revenue is recognized and recorded at the
time of customer usage.

Cost of Sales  decreased $0.32 million or 23.3% to $1.05 million for the quarter
ended March 31, 2003,  from $1.37  million for the quarter ended March 31, 2002.
This  decrease is directly  attributable  to the  decrease in call shop  traffic
volume in 2003 as compared to 2002.

Gross Profit  decreased  $0.09  million to $0.42  million for the quarter  ended
March 31, 2003,  from $0.51 million for the quarter  ended March 31, 2002.  This
decrease is due to the  changes  discussed  in Revenue  and Cost of Sales.  As a
percentage  of revenue,  gross profit  increased to 28.4% for the quarter  ended
March 31, 2003 from 27.05% for the quarter ended March 31, 2002.

                                       11
<PAGE>
Selling,  General &  Administrative  (SG&A)  expenses  incurred  decreased $0.02
million or 2.1% to $0.87  million for the quarter  ended  March 31,  2003,  from
$0.89 million for the quarter ended March 31, 2002.  The major  elements of SG&A
are as follows:
                                       2003       2002
                                     --------   --------
Salaries and benefits                $332,382   $379,135
Travel                                 11,682     21,690
Office, computer and maintenance      109,210    142,405
Rents, licenses and other expenses    132,452    129,775
Consultants                           102,566     65,340
Legal and other professional           46,988     51,646
Marketing and public relations        138,293    102,227
                                     --------   --------
           Total                     $873,573   $892,218
                                     ========   ========

Salaries and benefits have decreased as a result of the closing of  unprofitable
stores  during 2002 and the  reduction of  corporate  overhead.  Other  expenses
incurred  were reduced for the quarter ended March 31, 2003 as part of continued
cost reduction measures implemented by the Company.

Depreciation and Amortization expenses decreased $24,702 or 26.4% to $68,736 for
the quarter  ended March 31, 2003,  from $93,438 for the quarter ended March 31,
2002.  This decrease is primarily due to the  implementation  of SFAS 142 during
2002.

Loss from  Operations  increased $0.05 million or 10.9% to $0.53 million for the
quarter ended March 31, 2003, from $0.48 million for the quarter ended March 31,
2002 due to the decreases in revenue and gross profit.

Other Expenses  increased $19,219 or 489% to $23,149 for the quarter ended March
31, 2003,  from $3,930 for the quarter  ended March 31, 2002.  This increase was
entirely due to the increased interest expense the Company incurred prior to the
sale of its Sacramento property and marketable securities.

Loss from Discontinued  Operations increased $120,092 to $50,149 for the quarter
ended  March 31,  2003 from a gain of $69,943  for the  quarter  ended March 31,
2002.  This increase is due to final closing costs  associated  with the sale of
its Sacramento property on February 26, 2003.

Cumulative  effect of Accounting Change decreased to $0 from $339,208 due to the
Company's adoption of SFAS No. 142 in the first quarter of 2002.

Net Loss  applicable to Common Shares  decreased $0.15 million or 20.2% to $0.60
million for the quarter ended March 31, 2003, from $0.75 million for the quarter
ended  March 31,  2002  primarily  due to the  cumulative  effect of  accounting
change.

LIQUIDITY AND CAPITAL RESOURCES

As reflected in the accompanying  financial statement,  the Company has incurred
significant  net losses since  inception and expects to continue to incur losses
and have negative working capital from operation through 2003. Until the Company
generates positive cash flow, the Company is dependent on proceeds from the sale
of  certain  assets,  successful  negotiations  related  to vendor  settlements,
refinancing  certain equipment,  collection of receivables from a former officer
and in their absence, an infusion of debt or equity capital.

We had $930,322 in cash outflows from operating  activities for the three months
ended March 31, 2003,  compared to cash outflows of $14,537 for the three months
ended March 31, 2002. This increase in outflows of $918,785  primarily  resulted
from the increase in payments for accounts payable for the quarter.

We had $1,812,362 in cash inflows from investing activities for the three months
ended March 31, 2003,  compared to cash outflows of $59,793 for the three months

                                       12
<PAGE>
ended March 31, 2002. This increase in inflows of $1,872,155  primarily resulted
from the sale of  marketable  securities  during the quarter and the sale of the
Sacramento property during the quarter.

Net cash payments from financing  activities  amounted to $941,667 for the three
months ended March 31, 2003, compared to inflows of $56,500 for the three months
ended March 31, 2002.  This  increase of $998,167  primarily  resulted  from the
repayment of all the  Company's  outstanding  debt during the three months ended
March 31, 2003.

See pages  18-22 of our  Annual  Report on Form 10KSB for a  description  of the
Company's critical accounting policies and estimates.

Item 3.   CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. The Company maintains controls
and procedures  designed to ensure that information  required to be disclosed in
the reports that the Company files or submits under the Securities  Exchange Act
of 1934 is recorded, processed,  summarized and reported within the time periods
specified  in the rules and forms of the  Securities  and  Exchange  Commission.
Based upon his evaluation of those controls and procedures  performed  within 90
days of the  filing  date of this  report,  the chief  executive  and  principal
financial  officers  of the  Company  concluded  that the  Company's  disclosure
controls and procedures were effective.

Changes in Internal  Controls.  The Company made no  significant  changes in its
internal  controls or in other  factors  that could  significantly  affect these
controls subsequent to the date of the evaluation of those controls by the chief
executive and principal financial officers.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

On January 9, 2003, YAK  Communications  (USA),  Inc. ("YAK") filed an action in
the Circuit Court for the 11th Circuit of Florida in and for Miami-Dade  County,
Florida,  against the Company.  The complaint alleged,  among other things, that
the Company had breached certain  agreements  entered into with YAK with respect
to,  amonth other  things,  the purchase by YAK of 405, 516 shares of its common
stock owned by the Company.  On March 5, 2003, this legal action was settled. In
connection  with the  settlement,  YAK agreed to purchase  400,000 shares of its
common stock owned by the Company for a price of $2.00 per share.

Other than as described  above, we are not currently  involved in any litigation
that is expected to have a material  adverse effect on our business or financial
position. There can be no assurance, however, that third parties will not assert
infringement  or other claims against us in the future which,  regardless of the
outcome,  could  have an  adverse  impact on the  Company as a result of defense
costs, diversion of management resources and other factors.

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

(b) The following exhibits are included herewith:

         Exhibit 11 -   Computation of  Weighted  Average  Common  Stock  Shares
                        Outstanding

         Exhibit 99.1 - Certificate  Pursuant to 18 U.S.C.  Section 1350, as
                        adopted  pursuant  to Section  906 of the Sarbanes Oxley
                        Act of 2002

(b) The Company filed the  following  reports on Form 8-K during the quarter for
which this form is filed:

         None

                                       13
<PAGE>




                                   SIGNATURES
                                   ----------

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Date:  May 15, 2003        TALK VISUAL CORPORATION


                           /s/ HARLEY L. ROLLINS
                          ----------------------------------------------------
                           Harley L. Rollins  President,
                           Chief Executive Officer and Chief Financial Officer
                           (principal executive officer  and principal
                           financial and accounting officer) and Director

                                       14
<PAGE>
                                 CERTIFICATIONS

I, Harley L. Rollins, certify that:

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

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

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

4. I am responsible for  establishing  and maintaining  disclosure  controls and
procedures  (as  defined  in  Exchange  Act  Rules  13a-14  and  15d-14  for the
registrant and have:

         a)   designed such  disclosure  controls and  procedures to ensure that
              material  information  relating to the  registrant,  including its
              consolidated  subsidiaries,  is made known to us by others  within
              those  entities,  particularly  during  the  period in which  this
              quarterly report is being prepared;

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

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

5. I have disclosed,  based on my most recent  evaluation,  to the  registrant's
auditors and the audit committee of registrant's  board of directors (or persons
performing the equivalent functions):

         a)   all  significant  deficiencies  in  the  design  or  operation  of
              internal  controls which could adversely  affect the  registrant's
              ability to record,  process,  summarize and report  financial data
              and have  identified  for the  registrant's  auditors any material
              weaknesses in internal controls; and

         b)   any fraud,  whether or not material,  that involves  management or
              other  employees who have a significant  role in the  registrant's
              internal controls; and

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

Date: May 15, 2003         TALK VISUAL CORPORATION

                           /s/ HARLEY L. ROLLINS
                           ---------------------------------------------------
                           Harley L. Rollins  President,
                           Chief Executive Officer and Chief Financial Officer
                           (principal executive officer  and principal
                           financial and accounting officer) and Director

                                       15