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, 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. 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 149,216,741 shares outstanding of the registrant's  Common Stock, par
value $.001 per share, as of May 1, 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 March 31, 2002 and
                December 31, 2001.                                       3

                Statements of Operations for the three
                months ended March 31, 2002 and 2001.                    5

                Statements of Cash Flows for the three
                months ended March 31, 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                                           13
Item 6.     Exhibits and Reports on Form 8-K                            13

Signatures                                                              14

Exhibits
     Exhibit 11                                                         15





                                      -2-
<PAGE>


                               TALK VISUAL CORPORATION
                         CONDENSED CONSOLIDATED BALANCE SHEETS
                                    (unaudited)

                                     ASSETS
                                     ------
                                                       MARCH 31,    DECEMBER 31,
                                                          2002          2001
                                                      ----------    ------------
CURRENT ASSETS
   Cash                                              $   306,098     $   323,928
   Accounts receivable, net of allowances
    for doubtful accounts of $8,050                      281,018         261,489
   Advances to related parties                           371,244         345,714
   Other current assets                                  138,227         117,905
   Assets held for sale, net of reserve
    for impairment of $2,581,986                       1,924,056       1,948,077
                                                      ----------      ----------
   Total current assets                                3,020,642       2,997,113

PROPERTY AND EQUIPMENT, net                              821,637         839,155

INVESTMENT IN EQUITY SECURITIES                          823,364         823,364

GOODWILL, net                                            615,368         663,750

OTHER ASSETS                                             114,526          83,483
                                                      ----------      ----------
   TOTAL ASSETS                                      $ 5,395,537     $ 5,406,865
                                                      ==========      ==========

           See condensed notes to consolidated financial statements.

                                      -3-
<PAGE>



                              TALK VISUAL CORPORATION
                        CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (unaudited)

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

                                                     MARCH 31,      DECEMBER 31,
                                                       2002             2001
                                                     ---------      ------------

CURRENT LIABILITIES
   Note payable                                     $   500,000      $   500,000
   Accounts payable                                   2,073,957        1,704,627
   Accrued expenses                                     327,524          366,155
   Other current liabilities                             53,246           39,970
                                                     ----------       ----------
   Total current liabilities                          2,954,727        2,610,752

LONG-TERM DEBT                                          439,700          439,700
                                                     ----------       ----------
   TOTAL LIABILITIES                                  3,394,427        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                              (22,151,844)     (21,740,041
                                                     ----------       ----------
   TOTAL STOCKHOLDERS' EQUITY                         2,001,110        2,356,413
                                                     ----------       ----------
       TOTAL                                        $ 5,395,537      $ 5,406,865
                                                     ==========       ==========


            See condensed notes to consolidated financial statements.


                                      -4-
<PAGE>

                               TALK VISUAL CORPORATION
                     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                    (unaudited)

                                               THREE MONTHS ENDED MARCH 31,
                                               ----------------------------
                                                 2002                2001
                                                 ----                ----
REVENUE
 Telecommunication sales and services         $1,877,471         $  976,222

COSTS OF SALES AND SERVICES                    1,358,872            785,424
                                              ----------         ----------
GROSS PROFIT                                     518,599            190,798
                                              ----------         ----------
COSTS AND EXPENSES
 Selling, general and administrative             902,977          1,058,022
 Depreciation and amortization                    93,438             95,567
                                              ----------         ----------
Total costs and expenses                         996,415          1,153,589
                                              ----------         ----------
INCOME (LOSS) FROM OPERATIONS                   (477,816)          (962,791)
                                              ----------         ----------
OTHER INCOME (EXPENSE)
 Interest expense, net                           (11,251)            (8,068)
 Gain on disposal of property and equipment        7,321               -
 Foreign currency translation gain                  -                10,388
 Write down of equity securities                    -               (51,000)
                                              ----------         ----------
                                                  (3,930)           (48,680)

INCOME (LOSS) FROM CONTINUING OPERATIONS        (481,746)        (1,011,471)

INCOME (LOSS) FROM DISCONTINUED OPERATIONS        69,943             23,338
                                              ----------         ----------
NET INCOME (LOSS)                             $ (411,803)        $ (988,133)
                                              ==========         ==========

NET LOSS PER COMMON SHARE - BASIC AND
DILUTED FROM CONTINUING OPERATIONS(1)         $   (0.003)        $   (0.012)

DISCONTINUED OPERATIONS                            0.000              0.000
                                              ----------         ----------
NET LOSS                                      $   (0.003)        $   (0.012)
                                              ==========         ==========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING DURING THE PERIOD                147,705,211         85,044,557
                                              ==========         ==========

(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, 2002 and 2001.

            See condensed notes to consolidated financial statements



                                      -5-
<PAGE>


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

                                                THREE MONTHS ENDED MARCH 31,
                                                ----------------------------
                                                     2002           2001
                                                     ----           ----
Cash Flows From Operating Activities:

Net Loss                                          $ (411,803)   $  (988,133)

Adjustments to reconcile net loss
  to net cash used in operating activities:
  Depreciation and amortization                       93,438         95,567
  Depreciation and amortization
    from discontinued operations                        -            51,240
  Write down of investments                             -            51,000
 (Gain) loss on disposition
    of property and equipment                         (7,321)        26,965
  Additional non-cash charges
    from discontinued operations                      14,046           -

Increase (decrease) in cash from changes in:
  Accounts receivable                                (19,529)        16,225
  Other current assets                                 3,700         60,239
  Other assets                                       (31,043)          -
  Accounts payable                                   369,329         94,008
  Accrued expenses                                   (38,630)        37,697
  Other current liabilities                           13,276          8,084
                                                   ---------      ---------
    Net Cash from Operating Activities               (14,537)      (547,108)
                                                   ---------      ---------
Cash Flows from Investing Activities:

  Purchase of property and equipment                 (39,045)       (12,009)
  Advances to related parties                        (25,530)      (297,285)
  Other                                                4,782          5,010
                                                   ---------      ---------
    Net Cash from Investing Activities               (59,793)      (304,284)
                                                   ---------      ---------

            See condensed notes to consolidated financial statements



                                      -6-
<PAGE>



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

                                                   THREE MONTHS ENDED MARCH 31,
                                                   ----------------------------
                                                          2002           2001
                                                          ----           ----
Cash Flows from Financing Activities:

  Borrowings on debt                                       -           190,380
  Payments on notes payable and long-term debt             -           (14,354)
  Net proceeds from common stock transactions            56,500        774,250
                                                      ---------      ---------
    Net Cash from Financing Activities                   56,500        950,276
                                                      ---------      ---------
Effect of exchange rate changes on cash                    -           (44,488)
                                                      ---------      ---------

Increase (decrease) in cash and cash equivalents        (17,830)        54,396
Cash and cash equivalents at beginning of period        323,928         69,996
                                                      ---------      ---------
Cash and cash equivalents at end of period           $  306,098     $  124,392
                                                      =========      =========


Supplemental disclosure of cash flow information:

a. Cash paid during the period for:

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


            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 March 31, 2002,  the results of  operations  for the three months ended March
31, 2002 and March 31, 2001, and the cash flows for the three months ended March
31, 2002 and March 31, 2001 are included.  Operating results for the three-month
period ended March 31, 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 ended March 31, 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 expects to
continue to incur  losses and have  negative  working  capital for the first six
months of 2002 after which the Company  expects to generate  positive  cash flow
from  operations.  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 major shareholder to repay amounts currently
due to the  Company or to provide  sufficient  alternative  funds as required to
cover short-term  capital needs.  The Company also expects to generate  proceeds
from the sale of its real estate property in Sacramento.  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 major  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>

                               TALK VISUAL CORPORATION
                           NOTES TO FINANCIAL STATEMENTS

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 March 31, 2002 were
$353,026 and $283,083.  Revenues and expenses from  discontinued  operations for
the quarter ended March 31, 2001 were $341,414 and $318,076.

Following is summarized financial information for the discontinued operations:

                                            2002                     2001
                                        -----------             -----------
Current assets                          $    -0-                $     -0-
Total assets                             4,982,772               6,200,000
Current liabilities                        357,909                 340,732
Total liabilities                        4,261,898               4,251,923
Net assets of discontinued operations      720,874               1,948,077

(5) Related Parties

Sacramento  Results,  Inc.  (SRI),  a wholly  owned  subsidiary  of the Company,
entered into a lease  agreement with Hard Disk Cafe,  Inc. during November 2000,
pursuant to which Hard Disk Cafe rents commercial space from Sacramento  Results
at its property in Sacramento,  California.  Michael J. Zwebner, the Chairman of
the Board of  Directors  of the  Company is the  President  and a  director  and
stockholder  of Hard Disk Cafe and  Alexander  Walker,  Jr., a  director  of the
Company is a stockholder  of Hard Disk Cafe.  The lease  agreement  provided for
$15,600 in rental  payments in the quarter ended March 31, 2002. As of March 31,
2002,  Talk Visual had directly  and through SRI advanced  $214,611 to Hard Disk
Cafe,  Inc.,  including  $25,530 in advances  during the quarter ended March 31,
2002,  had received $0 in rent  payments  from Hard Disk Cafe,  and had recorded
$15,600 in rental income for the quarter ended March 31, 2002.

On January 11, 2002,  the Company  agreed to sell Mr. Zwebner a car owned by the
Company for $7,675.

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 March 31,
2002, the Company incurred $865 in fees to Nevada Agency and Trust Company.

(6) Sale of assets

On March 15,  2002,  we sold one of our retail  stores in the New York  City/New
Jersey area for $20,000.  Terms of the sale include a  requirement  that the new
store owner utilize our telecommunication services for the remainder of 2002.

(7) Subsequent Events

During April 2002, payments from Hard Disk Cafe for rent totaled $4,000.


                                      -9-
<PAGE>


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 10KSB 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 10  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.  In January  2001,  we began to
provide commercial business clients with these services.

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:

         - Consistently 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.


                                      -10-
<PAGE>

During the  quarter  ended  March 31,  2002,  among  other  things,  Talk Visual
Corporation

         - Sold one of our retail stores due to its poor performance relative to
           the other 10 retail stores for $20,000,
         - Added 539 additional  customers  representing  $200,000 of additional
           monthly revenue,
         - Added 11 additional agents to the Company's growing agent network
         - Added two new carriers as part of a larger  effort to increase  gross
           margin percentage,
         - Reduced overall operating costs by 14.7% in comparison to the quarter
           ended March 31, 2001, and
         - Completed  the Alpha 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.

RESULTS OF OPERATIONS

For the three months  ended March 31,  2002,  compared to the three months ended
March 31, 2001:

Revenue  increased $0.90 million or 92.3% to $1.88 million for the quarter ended
March 31, 2002, from $0.98 million for the quarter ended March 31, 2001.  Almost
100% of this  increase is due to sales  increases by the Sales  Division,  which
increased  sales to $1.13  million up from $0.23  million for the quarter  ended
March 31, 2001.  The Retail  Operations  Division,  which  consists of 10 stores
operated by the Company in the New York City/New Jersey area,  generated revenue
of $0.75  million for the quarter ended March 31, 2002 compared to $0.74 million
for the quarter ended March 31, 2001.  Revenue is recognized and recorded at the
time of customer usage.

Cost of Sales  increased $0.58 million or 73.0% to $1.36 million for the quarter
ended March 31, 2002,  from $0.78  million for the quarter ended March 31, 2001.
Almost all of this increase is directly  attributable to the increase in traffic
volume in 2002 over 2001.

Gross Profit  increased  $0.33  million to $0.52  million for the quarter  ended
March 31, 2002,  from $0.19 million for the quarter  ended March 31, 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 48.1% for the quarter  ended March 31, 2002  compared to 108.4% for
the quarter ended March 31, 2001. The amount of SG&A expenses incurred decreased
$0.15  million or 14.7% to $0.9  million for the quarter  ended March 31,  2002,
from $1.05 million for the quarter ended March 31, 2001.  The major  elements of
SG&A are as follows:
                                                   2002            2001
                                              ----------       -----------
          Salaries and benefits               $  379,135       $  422,531
          Travel                                  21,690           53,841
          Office, computer and maintenance       142,418          211,488
          Rents, licenses and other expenses     134,722          116,181
          Consultants                             65,340           76,088
          Legal and other professional            51,646          103,283
          Marketing and public relations         108,027           74,610
                                               ---------      -----------
                     Total                    $  902,978       $1,058,022
                                               =========      ===========

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
March 31, 2002 as part of cost reduction measures implemented by the Company.

Depreciation and Amortization  expenses  decreased $2,119 or 2.2% to $93,448 for
the quarter  ended March 31, 2002,  from $95,567 for the quarter ended March 31,
2001.  This  decrease is due to the  reduction  in fixed  assets  following  the
closing of retail stores during 2001.


                                      -11-
<PAGE>


Loss from  Operations  decreased $0.48 million or 50.4% to $0.48 million for the
quarter ended March 31, 2002, from $0.96 million for the quarter ended March 31,
2001 due to the  increases  in revenue  and gross  profit,  and the  decrease in
overall operating expenses.

Other Expenses  decreased $44,750 or 91.9% to $3,930 for the quarter ended March
31, 2002,  from $48,680 for the quarter ended March 31, 2001.  This decrease was
mostly  due to a charge of $51,000  due to the write  down of equity  securities
during the quarter ended March 31, 2001.

Gain from Discontinued  Operations  increased $46,605 to $69,943 for the quarter
ended March 31, 2002 from  $23,338 for the quarter  ended March 31,  2001.  This
increase is due to reduced  expenses in operating the Company's  remaining  real
estate property in Sacramento,  California.  Results for the quarter ended March
31, 2001 include expenses relating to the Company's property in Toronto, Canada,
which was sold in June 2001.

Net Loss  applicable to Common Shares  decreased $0.58 million or 58.3% to $0.41
million for the quarter ended March 31, 2002, from $0.99 million for the quarter
ended March 31, 2001  primarily due to the  increases in revenues,  increases in
gross margin percentage and cost reductions implemented during 2002.

LIQUIDITY AND CAPITAL RESOURCES

Since inception,  the Company has incurred significant net losses and expects to
continue to incur  losses and have  negative  working  capital for the first six
months of 2002 after which the Company  expects to generate  positive  cash flow
from  operations.  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 major shareholder to repay amounts currently
due to the  Company or to provide  sufficient  alternative  funds as required to
cover short-term  capital needs.  The Company also expects to generate  proceeds
from the sale of its real estate property in Sacramento.  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 major  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 $14,537 in cash outflows from  operating  activities for the three months
ended March 31, 2002, compared to cash outflows of $547,108 for the three months
ended March 31, 2001. This decrease in outflows of $532,571  primarily  resulted
from the decrease in net loss for the quarter.

We had $59,793 in cash outflows from  investing  activities for the three months
ended March 31, 2002, compared to cash outflows of $304,284 for the three months
ended March 31, 2001. This decrease in outflows of $244,491  primarily  resulted
from the decrease in advances to related parties for the quarter.

Net cash from  financing  activities  amounted to $56,500  for the three  months
ended March 31,  2002,  and  $950,276 for the three months ended March 31, 2001.
This decrease of $893,776 primarily resulted from multiple stock sales under the
Company's  equity line of credit in the three months ended March 31, 2001, which
did not occur in the three months ended March 31, 2002.

See pages  19-22 of our  Annual  Report on Form 10KSB for a  description  of the
Company's critical accounting policies and estimates.


                                      -12-
<PAGE>

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

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

               None



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                                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 1, 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



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