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 September 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. Ste 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 November 14, 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 September 30, 2002 and
                December 31, 2001.                                        3

                Statements of Operations for the three
                months ended September 30, 2002 and 2001, and
                for the nine months ended September 30, 2002 and 2001.    5

                Statements of Cash Flows for the nine
                months ended September 30, 2002 and 2001.                 6

                Notes to Condensed Consolidated Financial Statements      8

Item 2.     Management's Discussion and Analysis or Plan
                of Operations                                            12

                        PART II - OTHER INFORMATION

Item 1.     Legal Proceedings                                            17

Item 4.     Submission of Matters to a Vote of Security Holders          17

Item 6.     Exhibits and Reports on Form 8-K                             18

Signatures                                                               19

Certifications                                                           20


                                  EXHIBITS

Exhibit 11                                                               21

Exhibit 99.1                                                             22

                                       2
<PAGE>

                             TALK VISUAL CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS

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

                                   ASSETS
CURRENT ASSETS
   Cash                                          $   144,985     $   323,928
   Accounts receivable, net of allowances
    for doubtful accounts of $33,050 and $8,050      435,417         261,489
   Notes receivable from stockholder                 239,621            -
   Advances to related parties                          -            345,714
   Other current assets                              165,291         117,905
   Assets held for sale, net of reserve
    for impairment of $2,581,986                   1,896,293       1,948,077
                                                  ----------      ----------
   Total current assets                            2,881,607       2,997,113

PROPERTY AND EQUIPMENT, net                          847,124         839,155

INVESTMENT IN EQUITY SECURITIES                      793,204         823,364

GOODWILL                                             226,575         663,750

OTHER ASSETS                                         142,861          83,483
                                                  ----------      ----------
   TOTAL ASSETS                                  $ 4,891,371     $ 5,406,865
                                                  ==========      ==========
            See condensed notes to consolidated financial statements.


                                       3
<PAGE>

                             TALK VISUAL CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS

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

                    LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Notes payable                                $   830,000      $   500,000
   Accounts payable                               2,115,974        1,704,627
   Accrued expenses                                 441,716          366,155
   Other current liabilities                        133,923           39,970
                                                 ----------       ----------
   Total current liabilities                      3,521,613        2,610,752

LONG-TERM DEBT                                      289,700          439,700
                                                 ----------       ----------
   TOTAL LIABILITIES                              3,811,313        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                    24,022,487       23,959,558
   Accumulated deficit                          (23,091,646)     (21,740,041)
                                                 ----------        ---------
   TOTAL STOCKHOLDERS' EQUITY                     1,080,058        2,356,413
                                                 ----------       ----------
       TOTAL                                    $ 4,891,371      $ 5,406,865
                                                 ==========       ==========
            See condensed notes to consolidated financial statements.
                                       4
<PAGE>

<TABLE>
<CAPTION>

                             TALK VISUAL CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

                                          THREE MONTHS ENDED SEPTEMBER 30,    NINE MONTHS ENDED SEPTEMBER 30,
                                           ------------------------------     -----------------------------
                                                2002            2001             2002             2001
                                           -------------    -------------    -------------    -------------
<S>                                        <C>              <C>              <C>              <C>
REVENUE
 Telecommunication sales and services      $   1,849,101    $   1,469,070    $   5,904,801    $   3,511,150

COSTS OF SALES AND SERVICES                    1,355,230        1,213,585        4,216,619        2,940,642
                                           -------------    -------------    -------------    -------------
GROSS PROFIT                                     493,871          255,485        1,688,182          570,508
                                           -------------    -------------    -------------    -------------
COSTS AND EXPENSES
 Selling, general and administrative             910,107          970,988        2,701,921        3,238,067
 Depreciation and amortization                    63,176          101,023          251,966          281,045
                                           -------------    -------------    -------------    -------------
Total costs and expenses                         973,283        1,072,011        2,953,887        3,519,112
                                           -------------    -------------    -------------    -------------
LOSS FROM OPERATIONS                            (479,412)        (816,526)      (1,265,705)      (2,948,604)
                                           -------------    -------------    -------------    -------------
OTHER INCOME (EXPENSE)
 Interest expense, net                           (11,250)         (12,894)         (33,751)         (32,923)
 Gain (loss) on disposal of property
  and equipment                                   (4,642)            --              2,679             --
 Vendor settlement                               300,000             --            300,000             --
 Foreign currency translation gain                  --               --               --             10,388
 Write down of equity securities                    --               --               --            (51,000)
                                           -------------    -------------    -------------    -------------
                                                 284,108          (12,894)         268,928          (73,535)

LOSS FROM CONTINUING OPERATIONS                 (195,304)        (829,420)        (996,777)      (3,022,139)

LOSS FROM DISCONTINUED OPERATIONS
 Loss from discontinued operations               (21,368)         (47,409)         (15,620)         (67,251)
 Loss on sale of subsidiary                         --               --               --           (492,766)
                                           -------------    -------------    -------------    -------------
                                                 (21,368)         (47,409)         (15,620)        (560,017)

LOSS BEFORE EXTRAORDINARY ITEM
 AND CHANGE IN ACCOUNTING PRINCIPLE             (216,672)        (876,829)      (1,012,397)      (3,582,156)

 EXTRAORDINARY ITEM - Debt restructuring            --             72,068             --             72,068

 CHANGE IN ACCOUNTING PRINCIPLE -
  Goodwill impairment                               --               --           (339,208)            --
                                           -------------    -------------    -------------    -------------

NET LOSS                                   $    (216,672)   $    (804,761)   $  (1,351,605)   $  (3,510,088)
                                           =============    =============    =============    =============

NET LOSS PER COMMON SHARE - BASIC AND
DILUTED FROM CONTINUING OPERATIONS (1)     $      (0.001)   $      (0.008)   $      (0.007)   $      (0.032)

DISCONTINUED OPERATIONS                           (0.000)          (0.000)          (0.000)          (0.006)

EXTRAORDINARY ITEM                                  --              0.000             --              0.001

CHANGE IN ACCOUNTING PRINCIPLE                      --               --             (0.002)            --

                                           -------------    -------------    -------------    -------------
NET LOSS                                   $      (0.001)   $      (0.008)   $      (0.009)   $      (0.037)
                                           =============    =============    =============    =============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING DURING THE PERIOD                149,216,741      102,871,003      148,718,434       93,427,319
                                           =============    =============    =============    =============
</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 nine month periods ended September 30, 2002 and 2001.

            See condensed notes to consolidated financial statements
                                       5
 <PAGE>

<TABLE>
<CAPTION>

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

                                                        NINE MONTHS ENDED SEPTEMBER 30,
                                                       -------------------------------
                                                             2002           2001
                                                          -----------    -----------
<S>                                                       <C>            <C>
Cash Flows From Operating Activities:

Net Loss                                                  $(1,351,605)   $(3,510,088)

Adjustments to reconcile net loss to net
cash used in operating activities:
  Depreciation and amortization                               251,966        402,766
 (Gain) loss on disposition of property and equipment          (2,679)        40,158
  Impairment of goodwill                                      339,208           --
  Loss from discontinued operations                            15,620        493,955
  Write off of advances to foreign corporations                  --          474,653
  Write off of intangibles                                       --            5,089
  Issuance of common stock in exchange for services              --           53,900
  Write down of investments                                      --           51,000
 (Gain) loss on debt exchange                                    --          (72,068)
  Amortization of loan costs
    from discontinued operations                               42,165           --

Increase (decrease) in cash from changes in:
  Accounts receivable                                        (173,928)       (95,755)
  Other current assets                                          4,398         81,740
  Other assets                                                (29,218)          --
  Accounts payable                                            411,347        529,589
  Accrued expenses                                             54,782        138,254
  Other current liabilities                                   (56,047)       209,998
                                                          -----------    -----------
    Net Cash Used in Operating Activities                    (493,991)    (1,196,809)
                                                          -----------    -----------
Cash Flows from Investing Activities:

  Purchases of property and equipment                        (197,545)      (121,373)
  Advances to related parties                                 106,093        (23,006)
  Proceeds from sale of discontinued operations                  --          286,751
                                                          -----------    -----------
    Net Cash Provided by (used in) Investing Activities       (91,452)       142,372
                                                          -----------    -----------
</TABLE>

            See condensed notes to consolidated financial statements

                                       6
<PAGE>

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

                                                 NINE MONTHS ENDED SEPTEMBER 30,
                                                -------------------------------
                                                     2002           2001
                                                 -----------    -----------
Cash Flows from Financing Activities:

  Payments on notes payable and long-term debt          --          (22,035)
  Net proceeds from note payable                     350,000           --
  Net proceeds from common stock transactions         56,500      1,189,833
                                                 -----------    -----------
    Net Cash Provided by Financing Activities        406,500      1,167,798
                                                 -----------    -----------

Increase (decrease) in cash                         (178,943)       113,361
Cash at beginning of period                          323,928         69,996
                                                 -----------    -----------
Cash at end of period                            $   144,985    $   183,357
                                                 ===========    ===========

                 See notes to consolidated financial statements
                                       7
<PAGE>

                             TALK VISUAL CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Basis of Presentation

The accompanying unaudited condensed consolidated 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 September 30, 2002,  the results of operations
for the three months and nine months ended  September 30, 2002 and September 30,
2001,  and the cash  flows for the nine  months  ended  September  30,  2002 and
September 30, 2001 are included.  Operating results for the three month and nine
month periods ended  September  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.

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


                                       8
<PAGE>

                             TALK VISUAL CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

New Accounting Pronouncements

In June 2001,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards No. 141,  "Business  Combinations"  (SFAS 141),
which applies to all business  combinations  initiated after June 30, 2001. This
statement  requires  that all  business  combinations  be  accounted  for by the
purchase method and defines the criteria used to identify  intangible  assets to
be recognized apart from goodwill.

In June 2001,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards No. 142, "Goodwill and Other Intangible Assets"
(SFAS 142),  which is effective for fiscal years  beginning  after  December 15,
2001,  except  goodwill and intangible  assets  acquired after June 30, 2001 are
subject immediately to the non-amortization and amortization  provisions of this
Statement.  Under the new rules,  goodwill and intangible  assets deemed to have
indefinite  lives  will no longer be  amortized  but will be  subject  to annual
impairment tests in accordance with the Statement.  Other intangible assets will
continue to be amortized over their useful lives.  The Company  adopted  certain
provisions  of these  pronouncements  effective  July 1, 2001,  as required  for
goodwill  and  intangible  assets  acquired  in purchase  business  combinations
consummated after June 30, 2001. The Company adopted the remaining provisions of
SFAS 141 and SFAS 142 effective  January 1, 2002. SFAS 141 and SFAS 142 required
the Company to perform the following as of January 1, 2002: (i) review  goodwill
and  intangible  assets  for  possible  reclasses;  (ii)  reassess  the lives of
intangible  assets; and (iii) perform a transitional  goodwill  impairment test.
The Company has reviewed the balances of goodwill and  identifiable  intangibles
and  determined  that the Company does not have any amounts that are required to
be reclassed  from  goodwill to  identifiable  intangibles,  or vice versa.  The
Company has also reviewed the useful lives of its identifiable intangible assets
and determined that the original estimated lives remain appropriate. The Company
has completed the transitional  goodwill impairment test and has determined that
the  Company  had  a  transitional  impairment  of  goodwill  and  recognized  a
transition  adjustment  of $339,208  upon  adoption  as of January 1, 2002.  The
Company believes that the new value fairly  represents the value of the goodwill
in the  consolidated  financial  statements.  A  reconciliation  of reported net
income  (loss)  adjusted  to reflect  the  adoption  of SFAS No. 142 is provided
below:

<TABLE>
<CAPTION>

                                                NINE MONTHS ENDED SEPTEMBER 30,   THREE MONTHS ENDED SEPTEMBER 30,
                                                ------------------------------     -----------------------------
                                                      2002            2001             2002             2001
                                                --------------    --------------    ------------    ------------
<S>                                             <C>               <C>               <C>             <C>
Reported net loss                               $   (1,351,605)   $   (3,510,088)   $   (216,672)   $   (804,761)
Add back goodwill amortization                            --              66,375            --            22,125
                                                --------------    --------------    ------------    ------------
Adjusted net loss                               $   (1,351,605)   $   (3,443,713)   $   (216,672)   $   (782,636)
                                                ==============    ==============    ============    ============

Reported basic and diluted net loss per share   $       (0.009)   $       (0.038)   $     (0.001)   $     (0.008)
Add back goodwill amortization                            --               0.001            --             0.000
                                                --------------    --------------    ------------    ------------
Adjusted basic and diluted net loss per share   $       (0.009)   $       (0.037)   $     (0.001)   $     (0.008)
                                                ==============    ==============    ============    ============
</TABLE>

In August 2001, the Financial  Accounting  Standards  Board Issued  Statement of
Financial   Accounting  Standards  No.  143  "Accounting  for  Asset  Retirement
Obligations",  effective for fiscal years  beginning  after June 15, 2002.  This
statement   addresses   financial   accounting  and  reporting  for  obligations
associated with the retirement of tangible  long-lived assets and the associated
retirement costs.

In October 2001, the Financial  Accounting  Standards Board issued  Statement of
Financial  Accounting  Standards  No.  144  "Accounting  for the  Impairment  or
Disposal of  Long-lived  Assets",  effective  for fiscal years  beginning  after
December 15, 2001. This statement addresses  financial  accounting and reporting
for the  impairment  or  disposal  of  long-lived  assets.  Management  believes
adoption  of this  statement  will not have a material  effect on the  financial
statements of the company.

                                       9
<PAGE>

In April 2002, the FASB issued SFAS No. 145,  rescission of FASB  Statements No.
4, 44, and 64,  Amendment of FASB  Statement No. 13 and  Technical  Corrections.
This statement, among other things, eliminated an inconsistency between required
accounting  for  certain  sale-leaseback  transactions  and  provided  for other
technical  corrections.  Management believes adoption of this statement will not
have a material effect on the financial statements of the company.

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,  with
early  application  encouraged.  The Company has not yet adopted this statement,
and  management has not determined the impact of this statement on the financial
statements of the Company.  Management  believes adoption of this statement will
not have a material effect on the financial statements of the company.

Note 3. Financial Condition and Liquidity

The accompanying  consolidated condensed financial statements have been prepared
in conformity with accounting principles generally accepted in the United States
of America,  which contemplates  continuation of the Company as a going concern.
Since  inception,  the Company has incurred  significant net losses and negative
working  capital.  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 by December  31,  2002.  The Company also expects to generate
proceeds from the sale of its real estate  property in  Sacramento,  California.
Based upon the current cash  utilization  rate, the Company's  ability to secure
short-term  operating capital and management's  plan for increased  revenues and
positive cash flow from operations,  management  believes that together with the
commitment of repayment 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.

On September 10, 2002,  the Company  entered into a loan and security  agreement
for  $350,000.  All the  underlying  assets of the Company and its  subsidiaries
secure  the loan.  The loan is due and  payable in 12  monthly  installments  of
principal and interest through  September 30, 2003. The note bears interest at a
rate of 15% per annum and the Company issued  2,000,000  warrants at an exercise
price of $.001 per warrant in connection with the loan.

On September 30, 2002, the Company entered into a loan extension  agreement with
a current note holder.  In lieu of a higher interest rate or default  penalties,
the Company  agreed to pay a $50,000 fee when the note is repaid.  Additionally,
the  Company  agreed to issue  2,000,000  shares of its common  stock to satisfy
initial  terms of the note which  required the Company to issue  $100,000 of its
common stock which it previously had not done. The Company has until the earlier
of the sale of the Sacramento property or December 31, 2002 to repay the note.

Note 4. Goodwill

The  changes  in the  carrying  amount of  goodwill  for the nine  months  ended
September 30, 2002 are as follows:

Balance as of January 1, 2002                                 $663,750
Transitional impairment loss                                  (339,208)
Goodwill written off related to sale of business units         (97,967)
                                                               --------
Balance as of September 30, 2002                              $226,575
                                                               ========

                                       10
<PAGE>

Due  to  price   competition  and  general   economic   conditions   within  the
telecommunications  industry,  operating  profits and cash flows  related to the
call  shop  reporting  unit  have  been  lower  than  expected.  Based  on these
conditions  and the  change in  accounting  principle  discussed  in Note 2, the
Company has recognized  transitional  impairment of $339,208 related to the call
shop reporting  unit. The fair value of the reporting unit was determined  using
recent sales of two units within the call shop reporting unit.

Note 5.  Recent  Sale of Equity  Securities.

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

Between  January 11, 2002 and  February 12,  2002,  the Company  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 with
Evertrend.  Ladenburg  Thalmann & Co., Inc. received $5,000.00 in placement fees
and Evertrend  received a warrant to purchase an additional  1,160,377 shares of
common stock at an exercise  price of $0.0269 until March 15, 2002 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)
thereof.

Note 6. Vendor Settlement

During the quarter ended  September 30, 2002, the Company settled an outstanding
payable with a vendor in bankruptcy.  In connection  with this  settlement,  the
Company recorded other income of approximately $300,000.

Note 7. Discontinued Operations

Excluding the loss and estimated loss from discontinued operations, revenues and
expenses from  discontinued  operations for the quarter ended September 30, 2002
were $304,434 and $325,802,respectively. Revenues and expenses from discontinued
operations for the quarter ended  September 30, 2001 were $281,146 and $328,555,
respectively.

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                             381,726                 340,732
Total liabilities                             4,303,707               4,251,923
Net assets of discontinued operations         1,896,293               1,948,077

Note 8. Related Parties

Michael J. Zwebner,  a major 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,  Inc. As of September 30, 2002,  Talk Visual had directly and through
SRI  advanced  $233,825  to Hard Disc Cafe,  Inc. 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 8.0%, is personally  guaranteed by Mr.
Zwebner and is due in full on or before December 31, 2002.


                                       11
<PAGE>


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
the period from 1999 - 2001.  The note bears an interest  rate of 8.0%, is cross
defaulted by the  promissory  note due from Hard Disc Cafe and is due in full on
or before  December  31,  2002.  As  consideration  for  timely  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 a 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.

Note 9. Subsequent Events

On October 28, 2002,  the Company  entered into a Carrier Sales  Agreement  with
Communication  Technologies  Incorporated.  The  agreement  calls  for an annual
minimum charge of $1,500,000. In addition, the Company received a credit advance
of  $150,000  which is to be repaid  by March  15,  2003.  The  minimum  charges
associated with this agreement can be waived if quality service is not available
or if the Company experiences a significant business downturn.

Between November 1 and November 14, 2002, the Company received  3,150,000 shares
of its common  stock into  treasury  for future  cancellation.  The  Company had
requested the return of these shares because the agreed upon  consideration  was
never received,


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, 2001, 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  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   STATEMENTSExcept  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.


                                       12
<PAGE>


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 nine  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 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.

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.

During the quarter  ended  September 30, 2002,  among other things,  Talk Visual
Corporation

   -     Added 726 customers  representing  approximately $180,000 of additional
         monthly revenue,

   -     Added 18 agents to the Company's growing agent network

   -     Began the  migration of our network to a lower cost and higher  quality
         provider, and

   -     Issued the first  invoices  associated  with our new billing and switch
         system  which  will  allow  the  Company  to more  efficiently  add new
         customers and effectively bill our growing customer base.

                                       13
<PAGE>

RESULTS OF OPERATIONS

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

Revenue  increased $0.38 million or 25.9% to $1.85 million for the quarter ended
September 30, 2002, from $1.47 million for the quarter ended September 30, 2001.
This increase is due to sales increases by the Sales  Division,  which increased
sales to $1.21 million up from $0.46 million for the quarter ended September 30,
2001. The Retail Operations Division,  which consists of nine stores operated by
the Company in the New York  City/New  Jersey  area,  generated  revenue of $.73
million for the quarter  ended  September 30, 2002 compared to $1.01 million for
the quarter  ended  September  30, 2001.  The decrease in revenue for the Retail
Operations  Division  is due to the sale of two  stores 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 $0.14 million or 11.7% to $1.36 million for the quarter
ended September 30, 2002, from $1.21 million for the quarter ended September 30,
2001.  This increase is directly  attributable to the increase in traffic volume
in 2002 over 2001.

Gross Profit  increased  $0.24  million to $0.49  million for the quarter  ended
September 30, 2002, from $0.26 million for the quarter ended September 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 49.2% for the quarter  ended  September  30, 2002 compared to 66.1%
for the quarter ended  September 30, 2001. The amount of SG&A expenses  incurred
decreased $0.06 million or 6.3% to $0.91 million for the quarter ended September
30, 2002, from $0.97 million for the quarter ended September 30, 2001. The major
elements of SG&A are as follows:

                                                  2002            2001
                                               ---------      -----------
          Salaries and benefits               $  350,549       $  421,361
          Auto and travel expenses                25,451           40,239
          Office & all other expenses            140,012          218,734
          Rent and lease expenses                139,988          137,989
          Consultants                             86,606           53,079
          Professional fees                       42,384           26,558
          Sales & marketing                      125,117           73,028
                                               ---------      -----------
                     Total                    $  910,107       $  970,988
                                               =========      ===========

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
September 30, 2002 as part of cost reduction measures implemented by the Company
and the elimination of advances to foreign subsidiaries.

Depreciation and Amortization expenses decreased $37,847 or 37.5% to $63,176 for
the quarter  ended  September  30, 2002,  from  $101,023  for the quarter  ended
September 30, 2001. This decrease is primarily due to the change in amortization
of  goodwill  in  accordance  with  SFAS No.  142 as  discussed  in the Notes to
Financial Statements under New Accounting Pronouncements.

Loss from  Operations  decreased $0.34 million or 41.3% to $0.48 million for the
quarter  ended  September  30, 2002,  from $0.82  million for the quarter  ended
September  30, 2001 due to the  increases in revenue and gross  profit,  and the
decrease in overall operating expenses.


                                       14
<PAGE>



Other  Income  (Expenses)  increased  $0.30  million to $284,108 for the quarter
ended  September 30, 2002,  from  ($12,894) for the quarter ended  September 30,
2001 primarily due to the settlement of a vendor payable.

Loss from Discontinued  Operations  decreased $26,041 to $21,368 for the quarter
ended  September 30, 2002 from $47,409 for the quarter ended September 30, 2001.
This decrease is due to reduced  expenses in operating the Company's real estate
property in Sacramento, California.

Net Loss  Applicable to Common Shares  decreased $0.58 million or 73.1% to $0.22
million for the quarter  ended  September  30, 2002,  from $0.80 million for the
quarter  ended  September  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 nine months ended September 30, 2002,  compared to the nine months ended
September 30, 2001:

Revenue  increased  $2.39  million or 68.2% to $5.90 million for the nine months
ended September 30, 2002, from $3.51 million for the nine months ended September
30, 2001. This increase is due to sales  increases by the Sales Division,  which
increased sales to $3.68 million up from $0.82 million for the nine months ended
September  30, 2001.  The Retail  Operations  Division,  which  consists of nine
stores operated by the Company in the New York City/New  Jersey area,  generated
revenue of $2.22  million for the nine months ended  September 30, 2002 compared
to $2.69 million for the nine months ended  September 30, 2001.  The decrease in
revenue for the Retail Operations  Division is due to the sale of two stores 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  $1.28  million or 43.4% to $4.22  million for the nine
months ended  September  30, 2002,  from $2.94 million for the nine months ended
September 30, 2001.  This increase is directly  attributable  to the increase in
traffic volume in 2002 over 2001.

Gross Profit  increased $1.12 million to $1.69 million for the nine months ended
September 30, 2002,  from $0.57 million for the nine months ended  September 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 45.8% for the nine months  ended  September  30, 2002,  compared to
92.2% for the nine months ended  September 30, 2001. The amount of SG&A expenses
incurred  decreased  $0.54 million or 16.6% to $2.70 million for the nine months
ended September 30, 2002, from $3.24 million for the nine months ended September
30, 2001. The major elements of SG&A are as follows:

                                                  2002            2001
                                               ---------      -----------
          Salaries and benefits               $1,114,579       $1,539,793
          Auto and travel expenses                75,756          164,884
          Office & all other expenses            377,404          491,323
          Rent and lease expenses                417,816          443,497
          Consultants                            222,520          226,877
          Professional fees                      127,820          186,044
          Sales & marketing                      366,026          185,649
                                               ---------      -----------
                     Total                    $2,701,921       $3,238,067
                                               =========      ===========

                                       15
<PAGE>

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

Depreciation and Amortization  expenses  decreased  $29,079 or 10.3% to $251,966
for the nine months ended  September 30, 2002, from $281,045 for the nine months
ended  September  30,  2001.  This  decrease is  primarily  due to the change in
amortization  of goodwill in  accordance  with SFAS No. 142 as  discussed in the
Notes to Financial Statements under New Accounting Pronouncements.

Loss from  Operations  decreased $1.68 million or 57.1% to $1.27 million for the
nine months ended  September  30, 2002,  from $2.95  million for the nine months
ended  September 30, 2001 due to the increases in revenue and gross profit,  and
the decrease in overall operating expenses.

Other Income (Expenses)  increased $0.34 million to $268,928 for the nine months
ended September 30, 2002, from ($73,535) for the nine months ended September 30,
2001 primarily due to the settlement of a vendor payable.

Loss from  Discontinued  Operations  decreased  $544,397 to $15,620 for the nine
months  ended  September  30, 2002 from a loss of  $560,017  for the nine months
ended September 30, 2001. This decrease is due to reduced  expenses in operating
the Company's 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 $2.16 million or 61.5% to $1.35
million for the nine months ended September 30, 2002, from $3.51 million for the
nine months ended September 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 to fund
the Company's current operations and obligations from past periods.

The Company has an agreement with a major 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  property 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 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 $493,991 in cash outflows from  operating  activities for the nine months
ended  September 30, 2002,  compared to cash outflows of $1,196,809 for the nine
months ended September 30, 2001. This decrease in outflows of $702,818 primarily
resulted from the decrease in net loss from operations for the nine months ended
September 30, 2002.

We had $91,452 in cash outflows from  investing  activities  for the nine months
ended  September  30,  2002,  compared to cash  inflows of $142,372 for the nine
months ended September 30, 2001. This increase in outflows of $233,824 primarily
resulted  from the proceeds  received from the sale of  discontinued  operations
during the nine months ended  September  30, 2001 and the  acquisition  of a new
switch during the nine months ended  September 30, 2002.

                                       16
<PAGE>


Net cash from  financing  activities  amounted to  $406,500  for the nine months
ended September 30, 2002, and $1,167,798 for the nine months ended September 30,
2001.  This decrease of $761,298  primarily  resulted from multiple  stock sales
made  under  the  Company's  equity  line of  credit  in the nine  months  ended
September 30, 2001,  which did not occur in the nine months ended  September 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."

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 adequate.

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

         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 our  financial  position as a result of defense
costs, diversion of management resources and other factors.

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

     The Company's annual meeting of stockholders was held on August 12, 2002.

     The directors elected at the meeting were:

                                             For        Withheld
                                        ------------  ------------
         Harley L. Rollins               124,697,468    2,210,399
         Andrew T. Silber                123,699,653    3,066,674
         Clinton H. Snyder               124,577,583    2,188,744
         Rodney W. Sturm                 124,614,053    2,152,274
         Joseph A. Guzman                124,598,168    2,168,159

     Approval of the amendment to the Articles of Incorporation giving the Board
of Directors the  authority to effect a reverse  split of the  Company's  common
stock without having to  correspondingly  reduce the number of authorized shares
of common stock:

                                For          Against        Withheld
                            ------------  --------------  ------------
                            108,730,438    17,906,023        129,866


                                       17
<PAGE>

     Ratification  of the  selection of Mayer  Rispler & Company,  P.C.,  as the
Company's independent auditors for the fiscal year ending December 31, 2002:

                                For          Against        Withheld
                            ------------  --------------  ------------
                            124,521,513     1,343,614        901,200

     Approval of an amendment to the Company's 1995 Stock Option/Stock  Issuance
Plan to  increase  the number of common  shares  available  for  issuance  by an
additional 15,000,000:

                                For          Against        Withheld
                            ------------  --------------  ------------
                             17,123,692    16,881,847        204,651

The foregoing  matters are described in detail in the Company's  proxy statement
dated  June 28,  2002 for the  2002  Annual  Meeting  of  Stockholders.

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:

         None


                                       18
<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: November 14, 2002       TALK VISUAL CORPORATION


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


                                       19
<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: November 14, 2002                          /s/ HARLEY L. ROLLINS
                                                 -----------------------------
                                                     Harley L. Rollins
                                                     Chief Executive Officer &
                                                     Chief Financial Officer

                                       20