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 June 30, 2002

                                     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. Suite 704
            Miami, Florida                                           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 149,216,741 shares outstanding of the registrant's  Common Stock, par
value $.001 per share, as of August 5, 2002.

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



<PAGE>





                           TALK VISUAL CORPORATION

                                     INDEX

                                                                    Page No.

                        PART I - FINANCIAL INFORMATION

Item l.  Financial Statements (Unaudited):

                Balance Sheets at June 30, 2002 and
                December 31, 2001.                                       3

                Statements of Operations for the three months
                ended June 30, 2002 and 2001, and for the six
                months ended June 30, 2002 and 2001.                     5

                Statements of Cash Flows for the six
                months ended June 30, 2002 and 2001.                     6

                Notes to Condensed Financial Statements                  8

Item 2.     Management's Discussion and Analysis or Plan
            of Operations                                               10

                        PART II - OTHER INFORMATION

Item 1.     Legal Proceedings                                           14

Item 6.     Exhibits and Reports on Form 8-K                            14

Signatures                                                              15

                        EXHIBITS

Exhibit 11                                                              16

Exhibit 99.1                                                            17


                                       2
<PAGE>


                                TALK VISUAL CORPORATION
                         CONDENSED CONSOLIDATED BALANCE SHEETS

                                                   JUNE 30,      DECEMBER 31,
                                                     2002            2001
                                                 -----------     ------------
                                                 (unaudited)

                                   ASSETS
                                   ------

CURRENT ASSETS

   Cash                                          $   190,878     $   323,928
   Accounts receivable, net of allowances
    for doubtful accounts of $33,050 and $8,050      414,461         261,489
   Advances to related parties                       296,164         345,714
   Other current assets                              116,290         117,905
   Assets held for sale, net of reserve
    for impairment of $2,581,986                   1,916,979       1,948,077
                                                  ----------      ----------
   Total current assets                            2,934,772       2,997,113

PROPERTY AND EQUIPMENT, net                          897,306         839,155

INVESTMENT IN EQUITY SECURITIES                      793,204         823,364

GOODWILL, net                                        579,170         663,750

OTHER ASSETS                                          92,277          83,483
                                                  ----------      ----------
   TOTAL ASSETS                                  $ 5,296,729     $ 5,406,865
                                                  ==========      ==========

            See notes to condensed consolidated financial statements.



                                       3
<PAGE>



                               TALK VISUAL CORPORATION
                        CONDENSED CONSOLIDATED BALANCE SHEETS

                                                  JUNE 30,       DECEMBER 31,
                                                    2002             2001
                                                 -----------     -----------
                                                (unaudited)

                    LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Note payable                                 $   500,000      $   500,000
   Accounts payable                               2,345,763        1,704,627
   Accrued expenses                                 404,863          366,155
   Other current liabilities                        139,215           39,970
                                                 ----------       ----------
   Total current liabilities                      3,389,841        2,610,752

LONG-TERM DEBT,                                     289,700          439,700
                                                 ----------       ----------
   TOTAL LIABILITIES                              3,679,541        3,050,452
                                                 ----------       ----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
   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; 149,216,741 and
     136,895,987 shares issued and outstanding      149,217          136,896
   Additional paid in capital                    24,003,737       23,959,558
   Accumulated deficit                          (22,535,766)     (21,740,041)
                                                 ----------        ---------
   TOTAL STOCKHOLDERS' EQUITY                     1,617,188        2,356,413
                                                 ----------       ----------
       TOTAL                                    $ 5,296,729      $ 5,406,865
                                                 ==========       ==========

            See notes to condensed consolidated financial statements.

                                       4
<PAGE>

<TABLE>
<CAPTION>

                             TALK VISUAL CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

                                           THREE MONTHS ENDED JUNE 30,     SIX MONTHS ENDED JUNE 30,
                                           ---------------------------    ----------------------------
                                               2002            2001           2002              2001
                                           -----------      ----------    -----------       ----------
REVENUE
<S>                                        <C>             <C>             <C>             <C>
 Telecommunication sales and services      $ 2,178,230     $ 1,065,858     $ 4,055,701     $ 2,042,080

COSTS OF SALES AND SERVICES                  1,502,517         941,633       2,861,389       1,727,057
                                           -----------      ----------    -----------       ----------
GROSS PROFIT                                   675,713         124,225       1,194,312         315,023
                                           -----------      ----------    -----------       ----------
COSTS AND EXPENSES
 Selling, general and administrative           888,837       1,209,057      1,791,814        2,267,079
 Depreciation and amortization                  95,352          84,455        188,790          180,022
                                           -----------      ----------    -----------       ----------
Total costs and expenses                       984,189       1,293,512      1,980,604        2,447,101
                                           -----------      ----------    -----------       ----------
LOSS FROM OPERATIONS                          (308,476)     (1,169,287)      (786,292)      (2,132,078)
                                           -----------      ----------    -----------       ----------
OTHER INCOME (EXPENSE)
 Interest expense, net                         (11,250)        (11,961)       (22,501)         (20,029)
 Gain on disposal of property and equipment        --              --           7,321              --
 Foreign currency translation gain                 --              --             --            10,388
 Write down of equity securities                   --              --             --           (51,000)
                                           -----------      ----------    -----------       ----------
                                               (11,250)        (11,961)       (15,180)         (60,641)

LOSS FROM CONTINUING OPERATIONS               (319,726)     (1,181,248)      (801,472)      (2,192,719)

LOSS FROM DISCONTINUED OPERATIONS
 Income (loss) from discontinued operations    (64,196)        (43,180)         5,747          (19,842)
 (Loss) on sale of subsidiary                      --         (492,766)           --          (492,766)
                                           -----------      ----------    -----------       ----------
                                               (64,196)       (535,946)         5,747         (512,608)

NET LOSS                                   $  (383,922)    $(1,717,194)    $ (795,725)     $(2,705,327)
                                           ===========      ==========    ===========       ==========

NET LOSS PER COMMON SHARE - BASIC AND
DILUTED FROM CONTINUING OPERATIONS(1)      $   (0.0021)    $   (0.0128)    $  (0.0054)     $   (0.0248)

DISCONTINUED OPERATIONS                        (0.0004)        (0.0058)       (0.0000)         (0.0058)
                                           -----------      ----------    -----------       ----------
NET LOSS                                   $   (0.0026)    $   (0.0187)    $  (0.0054)     $   (0.0306)
                                           ===========      ==========    ===========       ==========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING DURING THE PERIOD              149,216,741      91,992,573    148,465,151       88,537,758
                                           ===========      ==========    ===========       ==========
</TABLE>

(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 and six month periods ended June 30, 2002 and 2001.

            See notes to condensed consolidated financial statements.


                                       5
<PAGE>
<TABLE>
<CAPTION>

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

                                                          SIX MONTHS ENDED JUNE 30,
                                                          -------------------------
                                                              2002           2001
                                                          ----------    -----------
Cash Flows From Operating Activities:
<S>                                                       <C>           <C>
Net Loss                                                  $ (795,725)   $(2,705,327)

Adjustments to reconcile net loss to net cash
  used in operating activities:

  Depreciation and amortization                              188,790        180,022
  Depreciation and amortization
    from discontinued operations                                 --          93,124
  Loss from discontinued operations                              --         493,955
  Write off of advances to foreign corporations                  --         358,333
  Write off of intangibles                                       --           5,089
  Issuance of common stock in exchange for services              --          50,000
  (Gain) loss on disposition of property and equipment        (7,070)        34,709
  Additional non-cash charges
    from discontinued operations                              28,110            --

Increase (decrease) in cash from changes in:

  Accounts receivable                                       (152,972)         3,727
  Other current assets                                        32,713         69,324
  Other assets and equity securities                          21,366         51,000
  Accounts payable                                           641,136        204,554
  Accrued expenses                                            38,708         64,441
  Other current liabilities                                  (50,754)        27,976
                                                          ----------    -----------
    Net Cash from Operating Activities                       (55,698)    (1,069,073)
                                                          ----------    -----------
Cash Flows from Investing Activities:

  Purchase of property and equipment                        (178,997)       (51,955)
  Advances to related parties                                 49,549            --
  Proceeds from sale of discontinued operations                  --         286,751
  Other                                                       (4,404)         5,746
                                                          ----------    -----------
    Net Cash from Investing Activities                      (133,852)       240,542
                                                          ----------    -----------

</TABLE>

            See notes to condensed consolidated financial statements.

                                       6
<PAGE>
<TABLE>
<CAPTION>

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

                                                         SIX MONTHS ENDED JUNE 30,
                                                         --------------------------
                                                              2002           2001
                                                          ----------    -----------
Cash Flows from Financing Activities:
<S>                                                       <C>            <C>
  Payments on notes payable and long-term debt                   --         (14,461)
  Net proceeds from common stock transactions                 56,500        963,050
                                                          ----------    -----------
    Net Cash from Financing Activities                        56,500        948,589
                                                           ----------    -----------

Increase (decrease) in cash and cash equivalents            (133,050)       120,058
Cash and cash equivalents at beginning of period             323,928         69,996
                                                          ----------    -----------
Cash and cash equivalents at end of period                $  190,878     $  190,054
                                                          ==========    ===========


</TABLE>


Supplemental disclosure of cash flow information:

a. Cash paid during the period for:

       interest                       $      --      $      --
                                       ---------      ---------
       income taxes                   $      755     $      800
                                       ---------      ---------

b. Noncash investing and financing transactions:

For the period ended June 30, 2001:

Conversion of note receivable in the amount of $462,841 from YAK  Communications
to an equity investment in YAK Communications.

Issuance of 1,103,448 shares of common stock in cancellation of accounts payable
in the amount of $40,000, as part of a total issuance of 2,482,759 shares.

For the period ended June 30, 2002:

None

            See notes to condensed consolidated financial statements.


                                       7
<PAGE>


                             TALK VISUAL CORPORATION
                         NOTES TO FINANCIAL STATEMENTS

(1) General and Summary of Business and Significant Accounting Policies

Basis of presentation

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles 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 June 30, 2002,  the results of operations for the three months and six months
ended  June 30,  2002 and June 30,  2001,  and the cash flows for the six months
ended June 30, 2002 and June 30, 2001 are  included.  Operating  results for the
three  month and six  month  periods  ended  June 30,  2002 are not  necessarily
indicative of the results that may be expected for the year ending  December 31,
2002.

The information contained in this Form 10-QSB should be read in conjunction with
the audited  financial  statements as of December 31, 2001, filed as part of our
Annual Report on Form 10-KSB.

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 and six months ended June 30,
2002  and  2001,   common  stock   equivalents   have  been  excluded  from  the
aforementioned computations as their effect would be anti-dilutive.

(2) Financial Condition and Liquidity

Since  inception,  the Company has incurred  significant net losses and negative
working  capital  through the first six months of 2002. The Company is dependent
on  continuing  telecommunication  product  sales,  proceeds  from  discontinued
operations and the collection of related party  receivables  until the operating
activities generate sufficient cash flow to fund the Company.

The company has an agreement  with a  significant  shareholder  to repay amounts
currently  due to the Company by December 31, 2002.  The Company also expects to
generate  proceeds from the sale of its real estate in  Sacramento,  California.
Based upon the current cash utilization rate and management's plan for increased
revenues  and  positive  cash flow from  operations  in the second half of 2002,
management  believes  that  together  with the  commitment  of repayment  from a
significant  shareholder  and the  proceeds  from the  sale of its  real  estate
operations in Sacramento,  there should be sufficient  capital  reserves to meet
the needs of the Company for the next twelve months.

(3) Recent Sale of Equity Securities

The  Company  has issued  and sold  unregistered  securities  that have not been
previously reported as set forth below:


                                       8
<PAGE>



Between January 11, 2002 and February 12, 2002, we sold 2,320,754  shares of our
common  stock to  Evertrend  Holdings  Limited at an average  purchase  price of
$0.0269 per share pursuant to a common stock purchase  agreement  between us and
Evertrend.  Ladenburg  Thalmann & Co., Inc. received $5,000.00 in placement fees
and  Evertrend  received a warrant to  purchase  1,160,377  shares of our common
stock at an exercise  price of $0.0269 until March 15, 2002 in  connection  with
this  transaction.  We paid  $1,000  in  escrow  fees in  connection  with  this
transaction.   These  securities  were  issued  in  a  transaction  exempt  from
registration under the Securities Act of 1933 in reliance on Section 4(2) of the
Securities Act of 1933.

(4) Discontinued Operations

Excluding the loss and estimated loss from discontinued operations, revenues and
expenses from  discontinued  operations for the quarter ended June 30, 2002 were
$322,820 and $387,016.  Revenues and expenses from  discontinued  operations for
the quarter ended June 30, 2001 were $301,770 and $330,168.

Following is summarized financial information for the discontinued operations:

                                                   2002                  2001
                                             ----------              ----------
Current assets                               $   -0-                 $   -0-
Total assets                                  6,200,000               6,200,000
Current liabilities                             367,346                 340,732
Total liabilities                             4,260,911               4,251,923
Net assets of discontinued operations         1,916,979               1,948,077

(5) Related Parties

Sacramento  Results,  Inc.  (SRI),  a wholly  owned  subsidiary  of the Company,
entered into a lease  agreement with Hard Disc Cafe,  Inc. during November 2000,
pursuant to which Hard Disc Cafe rents commercial space from Sacramento  Results
at its property in  Sacramento,  California.  Michael J. Zwebner,  a significant
shareholder  and the former Chairman of the Board of Directors of the Company is
the  President  and a director and  stockholder  of Hard Disc Cafe and Alexander
Walker,  Jr., a director of the Company is a stockholder  of Hard Disc Cafe. The
lease  agreement  provided for $15,600 in rental  payments in the quarter  ended
June 30,  2002.  As of June 30,  2002,  Talk Visual had directly and through SRI
advanced $233,825 to Hard Disc Cafe, Inc.,  including $15,600 in advances during
the  quarter  ended  June  30,  2002.  As part of a  termination  and  severance
agreement dated June 20, 2002, with Mr. Zwebner,  the Company forgave $81,710 of
unpaid  rent  due from  Hard  Disc  Cafe.  In  addition,  Mr.  Zwebner  signed a
promissory  note for the  remaining  $152,115 owed to the Company from Hard Disc
Cafe.  The note bears an interest  rate of 8%, is  personally  guaranteed by Mr.
Zwebner and is due in full on or before December 31, 2002.

As part of Mr.  Zwebner's  termination  and severance  agreement  dated June 20,
2002,  with Talk Visual  Corporation,  Mr. Zwebner signed a promissory  note for
$93,094 which  represents  advances and other loans given to Mr.  Zwebner during
1999 - 2001. The note bears an interest rate of 8%, is  cross-guaranteed  by the
promissory note due from Hard Disc Cafe and is due in full on or before December
31, 2002. As consideration for prompt payment of the promissory notes due to the
Company  from Hard Disc Cafe and Mr.  Zwebner,  the Company  agreed to issue Mr.
Zwebner  4,000,000  shares of its common  stock and  2,500,000  warrants  if all
amounts due are paid as agreed.  The warrants issued expire on June 20, 2003 and
have an exercise  price of $0.025.  No shares of common stock will be issued and
the  warrants  are  cancelable  if payment is not  received by the Company on or
before December 31, 2002.

Mr. Walker is the Chairman of the Board and a  shareholder  of Nevada Agency and
Trust Company,  the Company's transfer agent.  During the quarter ended June 30,
2002, the Company incurred no fees to Nevada Agency and Trust Company.


                                       9
<PAGE>

(6) Subsequent Events

On July 8,  2002,  we sold one of our  retail  stores  in the New York  City/New
Jersey area for $15,000.  Terms of the sale include a  requirement  that the new
store owner utilize our telecommunication services for the remainder of 2002.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF 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.  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. 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,  videocalling services,  money
transfer 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.


                                       10
<PAGE>

General
-------

Given current economic  conditions and the condition of the Company,  management
has  undertaken  multiple  steps to  increase  the  overall  performance  of the
Company.  Principally,  management has sought to increase revenue while reducing
cost of sales as a percentage of revenue and reducing  overall  operating costs.
To this end, management has been focused on the following:

         - Increasing revenue with the addition of new customers,

         - Developing  current and additional  relationships  with key suppliers
           and vendors for better pricing,

         - Reviewing  the  results  for  each  retail  store  and  customer  for
           profitability,

         - Redeploying  internal resources to areas which will allow the Company
           to quickly add new customers on an effective and efficient basis,

         - Reducing  overall  operating  costs at all levels within the Company,
           and

         - 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 June 30,  2002,  among  other  things,  Talk  Visual
Corporation

         - Added 581 customers representing approximately $170,000 of additional
           monthly revenue,

         - Added our first customers in the Southern California market,

         - Increased gross margin by 12.3% over the first quarter of 2002,

         - Added 8 agents to the Company's growing agent network

         - Added a new  carrier  as part of a larger  effort to  increase  gross
           margin percentage,

         - Reduced overall operating costs by 26.5% in comparison to the quarter
           ended June 30, 2001,

         - Completed  the Beta testing of a new billing and switch  system which
           will allow the  Company to more  efficiently  add new  customers  and
           effectively bill our growing customer base, and

         - Purchased  a new  switch  for  additional  minute  capacity  and  SS7
           capability.

RESULTS OF OPERATIONS

For the three  months  ended June 30,  2002,  compared to the three months ended
June 30, 2001:

Revenue increased $1.11 million or 104.4% to $2.18 million for the quarter ended
June 30, 2002,  from $1.07  million for the quarter  ended June 30,  2001.  This
sales growth is primarily due to the sales efforts by the Sales Division,  which
increased  sales to $1.43  million up from $0.13  million for the quarter  ended
June 30,  2001.  The Retail  Operations  Division,  which  consists  of 9 stores
operated by the Company in the New York City/New Jersey area,  generated revenue
of $0.75  million for the quarter  ended June 30, 2002 compared to $0.94 million
for the  quarter  ended June 30,  2001.  The  decrease in revenue for the Retail
Operations  Division  is due to the sale of one  store  and a  reduction  in the
average  revenue per minute of usage.  Revenue is recognized and recorded at the
time of customer usage.

Cost of Sales  increased $0.56 million or 59.6% to $1.50 million for the quarter
ended June 30,  2002,  from $0.94  million for the quarter  ended June 30, 2001.
This increase is directly attributable to the increase in traffic volume in 2002
over the comparable period in 2001.

Gross Profit increased $0.55 million to $0.68 million for the quarter ended June
30, 2002,  from $0.13 million for the quarter ended June 30, 2001. This increase
is due to the changes discussed in Revenue and Cost of Sales.

Selling,  General &  Administrative  (SG&A)  expenses as a percentage of revenue
decreased  to 40.8% for the quarter  ended June 30, 2002  compared to 113.4% for
the quarter ended June 30, 2001. The amount of SG&A expenses incurred  decreased
$0.32  million or 26.4% to $0.89  million for the quarter  ended June 30,  2002,
from $1.21  million for the quarter ended June 30, 2001.  The major  elements of
SG&A are as follows:

                                       11
<PAGE>

                                                  2002             2001
                                               ---------        ---------
          Salaries and benefits               $  384,895       $  421,280
          Travel                                  28,615           60,740
          Office & all other                      94,974          372,362
          Rents, licenses and other expenses     143,105          144,038
          Consultants                             70,575           97,710
          Legal and other professional            33,790           71,099
          Sales & Marketing                      132,883           41,828
                                               ---------      -----------
                     Total                    $  888,837       $1,209,057
                                               =========      ===========

Salaries and benefits have decreased as a result of the closing of  unprofitable
stores during 2001.  Other expenses  incurred were reduced for the quarter ended
June 30, 2002 as part of cost reduction measures  implemented by the Company and
the elimination of advances to foreign subsidiaries.

Depreciation and Amortization expenses increased $10,897 or 12.9% to $95,352 for
the quarter  ended June 30, 2002,  from  $84,455 for the quarter  ended June 30,
2001.  This  increase is due to  additional  purchases of property and equipment
over the last 3 months.

Loss from  Operations  decreased $0.86 million or 73.6% to $0.31 million for the
quarter  ended June 30, 2002,  from $1.17 million for the quarter ended June 30,
2001 due to the  increases  in revenue  and gross  profit,  and the  decrease in
overall operating expenses.

Other Expenses  decreased $711 or 5.9% to $11,250 for the quarter ended June 30,
2002, from $11,961 for the quarter ended June 30, 2001.

Loss from Discontinued  Operations decreased $471,750 to $64,196 for the quarter
ended June 30, 2002 from  $535,946  for the quarter  ended June 30,  2001.  This
decrease  is  primarily  due to the sale of the  Company's  property in Toronto,
Canada which was sold at a loss of $492,766 in June 2001.

Net Loss  Applicable to Common Shares  decreased $1.34 million or 77.6% to $0.38
million for the quarter ended June 30, 2002,  from $1.72 million for the quarter
ended June 30, 2001  primarily  due to the  increases in  revenues,  increase in
gross margin percentage, cost reductions implemented and the reduction of losses
from discontinued operations during 2002.

RESULTS OF OPERATIONS

For the six months  ended June 30,  2002,  compared to the six months ended June
30, 2001:

Revenue  increased  $2.02  million or 98.6% to $4.06  million for the six months
ended June 30, 2002,  from $2.04 million for the six months ended June 30, 2001.
This sales growth is primarily due to the sales  efforts by the Sales  Division,
which  increased sales to $2.56 million up from $0.36 million for the six months
ended June 30, 2001. The Retail Operations Division,  which consists of 9 stores
operated by the Company in the New York City/New Jersey area,  generated revenue
of $1.50  million  for the six months  ended  June 30,  2002  compared  to $1.68
million for the six months ended June 30, 2001.  The decrease in revenue for the
Retail  Operations  Division is due to the sale of one store and a reduction  in
the average  revenue per minute of usage.  Revenue is recognized and recorded at
the time of customer usage.

Cost of Sales  increased  $1.13  million or 65.7% to $2.86  million  for the six
months ended June 30, 2002, from $1.73 million for the six months ended June 30,
2001.  This increase is directly  attributable to the increase in traffic volume
in 2002 over the comparable period in 2001.


                                       12
<PAGE>

Gross Profit  increased  $0.88 million to $1.19 million for the six months ended
June 30, 2002,  from $0.31 million for the six months ended June 30, 2001.  This
increase is due to the changes discussed in Revenue and Cost of Sales.

Selling,  General &  Administrative  (SG&A)  expenses as a percentage of revenue
decreased to 44.2% for the six months ended June 30, 2002 compared to 111.0% for
the six  months  ended  June 30,  2001.  The  amount of SG&A  expenses  incurred
decreased  $0.48 million or 21.0% to $1.79 million for the six months ended June
30, 2002,  from $2.27 million for the six months ended June 30, 2001.  The major
elements of SG&A are as follows:

                                                  2002             2001
                                               ---------        ---------
          Salaries and benefits               $  764,030       $  843,811
          Travel                                  50,305          114,581
          Office & all other                     237,391          583,850
          Rents, licenses and other expenses     277,827          260,219
          Consultants                            135,915          173,798
          Legal and other professional            85,436          174,382
          Sales & Marketing                      240,910          116,438
                                               ---------      -----------
                     Total                    $1,791,814       $2,267,079
                                               =========      ===========

Salaries and benefits have decreased as a result of the closing of  unprofitable
stores  during 2001.  Other  expenses  incurred  were reduced for the six months
ended  June  30,  2002 as part of cost  reduction  measures  implemented  by the
Company and the elimination of advances to foreign subsidiaries.

Depreciation and Amortization  expenses increased $8,768 or 4.9% to $188,790 for
the six months ended June 30, 2002,  from $180,022 for the six months ended June
30, 2001. This increase is due to additional purchases of property and equipment
over the last 6 months.

Loss from  Operations  decreased $1.35 million or 63.1% to $0.78 million for the
six months ended June 30, 2002, from $2.13 million for the six months ended June
30, 2001 due to the increases in revenue and gross  profit,  and the decrease in
overall operating expenses.

Other  Expenses  decreased  $45,461 or 75.0% to $15,180 for the six months ended
June 30,  2002,  from  $60,641  for the six  months  ended June 30,  2001.  This
decrease was mostly due to a charge of $51,000 due to the  write-down  of equity
securities during the six months ended June 30, 2001.

Loss from Discontinued Operations decreased $518,355 to a gain of $5,747 for the
six months  ended June 30, 2002 from a loss of $512,608 for the six months ended
June 30,  2001.  This  decrease  is due to reduced  expenses  in  operating  the
Company's remaining real estate property in Sacramento,  California and the sale
of the  Company's  property  in  Toronto,  Canada  which  was  sold at a loss of
$492,766 in June 2001.

Net Loss  Applicable to Common Shares  decreased $1.91 million or 70.6% to $0.80
million for the six months ended June 30, 2002,  from $2.71  million for the six
months ended June 30, 2001 primarily due to the increases in revenues,  increase
in gross margin percentage,  cost reductions  implemented and the elimination of
losses from discontinued operations during 2002.

LIQUIDITY AND CAPITAL RESOURCES

Since inception, the Company has incurred significant net losses. The Company is
dependent  on  continuing   telecommunication   product  sales,   proceeds  from
discontinued  operations and the collection of related party  receivables  until
the operating  activities  generate  sufficient  cash flow to fund the Company's
current operations and obligations from past periods.


                                       13
<PAGE>

The Company has an agreement  with a  significant  shareholder  to repay amounts
currently  due to the Company by December 31, 2002.  The Company also expects to
generate  proceeds from the sale of its real estate in  Sacramento,  California.
Based upon the current cash utilization rate and management's plan for increased
revenues  and  positive  cash flow from  operations  in the second half of 2002,
management  believes  that  together  with  the  commitment  of  funding  from a
significant  shareholder  and the  proceeds  from the  sale of its  real  estate
operations in Sacramento,  there should be sufficient  capital  reserves to meet
the needs of the Company for the next twelve months.

We had $55,698 in cash outflows  from  operating  activities  for the six months
ended June 30, 2002,  compared to cash outflows of $1,069,073 for the six months
ended June 30, 2001. This decrease in outflows of $1,013,375  primarily resulted
from the decrease in net loss from  operations for the six months ended June 30,
2002.

We had $133,852 in cash outflows from  investing  activities  for the six months
ended June 30,  2002,  compared to cash  inflows of $240,542  for the six months
ended June 30, 2001.  This increase in outflows of $374,394  primarily  resulted
from the proceeds  received from the sale of discontinued  operations during the
six months ended June 30, 2001 and the  acquisition  of a new switch  during the
six months ended June 30, 2002.

Net cash from financing  activities amounted to $56,500 for the six months ended
June 30,  2002,  and  $948,589  for the six  months  ended June 30,  2001.  This
decrease of $892,089 primarily resulted from multiple stock sales made under the
Company's equity line of credit in the six months ended June 30, 2001, which did
not occur in the six months ended June 30, 2002.

See pages  19-22 of our Annual  Report on Form 10-KSB for a  description  of the
Company's "Critical Accounting Policies and Estimates."

PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

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.

(a) The following exhibits are included herewith:

         Exhibit 11 -  Computation  of  Weighted  Average  Common  Stock  Shares
                       Outstanding

         Exhibit 99.1 - Certification  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:

     Severance  Agreement  and General  Release  dated June 20, 2002 between the
     Registrant and Michael Zwebner



                                       14
<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: August 9, 2002          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
<PAGE>



EXHIBIT 11
<TABLE>
<CAPTION>

                               TALK VISUAL CORPORATION

COMPUTATION OF WEIGHTED AVERAGE
COMMON STOCK SHARES OUTSTANDING

                                               Total        Three Months      Six Months
                                               Number           Ended           Ended
                                              Of Shares    June 31, 2002    June 30, 2002
                                            -----------    -------------    -------------

<S>                                         <C>             <C>              <C>
Outstanding shares as of January 1, 2002    136,895,987     136,895,987      136,895,987

Issuance of common shares on 1/03/02         10,000,000      10,000,000        9,889,503

Sale of common shares on 2/20/02              2,320,754       2,320,754        1,679,662

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

Total Weighted Average Shares Outstanding   149,216,741     149,216,741      148,465,151
                                            ===========     ===========      ===========


Net Loss                                                    $  (383,922)     $  (795,725)
                                                            ============     ============
Net Loss per common share (1)                               $   (0.0026)     $   (0.0054)

</TABLE>


(1) The effect of common stock  options and  warrants are excluded  from diluted
earnings per share as their inclusion would be anti-dilutive for the three month
and six month periods ended June 30, 2002


                                       16
<PAGE>