<PAGE>   1
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 FORM 10-QSB/A

(Mark One)

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

     For the quarterly period ended:  March 31, 2000
                                      --------------
OR

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

     For the transition period from ________________ to _______________________


     Commission File No. 0-96764
                         -------

                                Digital Star Inc.
                     --------------------------------------
                     (Exact name of small business issuer as
                            specified in its charter)

        British Virgin Islands                                 N/A
  ---------------------------------                      -----------------
    (State or other jurisdiction                           (IRS Employer
  of incorporation or organization)                      Identification No.)


                           Room 1806, Hutchison House
                            10 Harcourt Road, Central
                                    Hong Kong
       -------------------------------------------------------------------
                    (Address of principal executive offices)


                                 (852) 2802 3638
                    -----------------------------------------
                           (Issuer's telephone number)


                                 Not Applicable
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)

          Check whether the issuer (1) filed all reports required to be filed by
   section 13 or 15(d) of the Exchange Act during the past 12 months (or for
   such shorter period that the registrant was required to file such reports),
   and (2) has been subject to such filing requirements for the past 90 days.

                   Yes                  No   X
                      ------              ------

                      APPLICABLE ONLY TO CORPORATE ISSUERS

          State the number of shares outstanding of each of the issuer's classes
   of common equity, as of the latest practical date:

                    2,000,000 common stock, $.0001 par value
                    ----------------------------------------


          Transitional Small Business Disclosure Format (check one).

     Yes                                              No    X
         -------                                         -------

<PAGE>   2

                         PART I - FINANCIAL INFORMATION

  ITEM 1. FINANCIAL STATEMENTS

  The accompanying unaudited consolidated financial statements have been
  prepared in accordance with generally accepted accounting principles for
  interim financial reporting and pursuant to the rules and regulations of the
  Securities and Exchange Commission. While these statements reflect all normal
  recurring adjustments which are, in the opinion of management, necessary for
  fair presentation of the results of the interim period, they do not include
  all of the information and footnotes required by generally accepted accounting
  principles for complete financial statements. For further information, refer
  to the financial statements included in the Company's registration statement
  filed on Form 20-F on November 11, 1999, as amended on February 10, 2000,
  February 11, 2000 and further amended on June 30, 2000.

                                DIGITAL STAR INC.
                          (a development stage company)
                       BALANCE SHEET AS OF MARCH 31, 2000


<TABLE>
<CAPTION>
                                                       September 30,        March 31,
                                                           1999              2000
                                                        Unaudited          Unaudited
                                                       -------------       ----------
   <S>                                                 <C>                 <C>
                          Assets
   Current assets
    Cash and cash equivalents                            $ 20,000           $ 20,000
                                                         --------           --------
    Total current assets                                 $ 20,000           $ 20,000
                                                         ========           ========
   capital assets                                             -0-                -0-

   Other assets                                               -0-                -0-

    Excess of purchase paid over book values                  -0-                -0-
    Security deposits                                         -0-                -0-
                                                         --------           --------
    Total other assets                                        -0-                -0-
                                                         --------           --------
   Total assets                                          $ 20,000           $ 20,000
                                                         ========           ========

              Liability and Stockholders' Equity

   Current liabilities

    Accounts payable and accrued expenses                $  8,680           $ 12,767
                                                         --------           --------
    Total liabilities                                    $  8,680           $ 12,767
                                                         ========           ========
   Stockholders' equity

   Class A stock-$.0001 par value,
   authorized 400,000,000 shares
   The number of Class A shares outstanding
   at March 31, 2000 was 2,000,000                            200                200

   Class B stock-$.0001 par value,
   authorized 100,000,000 shares
   The number of Class B shares outstanding
   at March 31, 2000 was 0                                      0                  0

   Additional paid in capital                              19,800             19,800
   Accumulated deficit during development stage            (8,680)           (12,767)
                                                         --------           --------
   Total stockholders' equity                              11,320              7,233
                                                         --------           --------

   Total liabilities and stockholders' equity              20,000             20,000
                                                         ========           ========
</TABLE>



<PAGE>   3
                                Digital Star Inc.
                          (a development stage company)
                      CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

                                        For the               For the
                                        period between        period between
                                        September 30,         September 15,
                                        1999 to               1999 to
                                        March 31, 2000        March 31, 2000
                                        Unaudited             Unaudited
                                        --------------        --------------
<S>                                     <C>                   <C>
Income                                  $      -0-            $      -0-
Costs of goods sold                            -0-                   -0-
                                        ----------            ----------
Gross profit                                   -0-                   -0-
operations:
 General and administration             $   (7,767)           $   (7,767)
 Depreciation and
   amortization                                -0-                   -0-
                                        ----------            ----------
Total expense                           $   (7,767)           $   (7,767)

Net Profit (Loss)
 from operations                        $   (7,767)           $   (7,767)

Net income (Loss) per
 share-basic                                  0.20 cents            0.20 cents

Total number of
 shares outstanding                      2,000,000             2,000,000
</TABLE>
<PAGE>   4


                                DIGITAL STAR INC.
                          (a development stage company)
                      CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>

                                         For the                For the
                                         period between         period between
                                         September 30,          September 15,
                                         1999 to                1999 to
                                         March 31, 2000         March 31, 2000
                                         Unaudited              Unaudited
                                         --------------         --------------
<S>                                      <C>                    <C>
Cash Flows from Operating Activities
 Net profit (loss)                         $ (7,767)              $  (7,767)
 Increase in accrued liabilities              7,767                   7,767
 Depreciation and amortization                    0                       0
 Non-cash transactions
 officer loans                                    0                       0
 Total Cash Flows from Operations                 0                       0

Cash Flows from Financing Activities
 Sale of stock                                    0                       0
 Total Cash Flows from Financing
  Activities                                      0                       0

Cash Flows from Investing Activities
 Capital assets                                   0                       0
 Loan receivable
 Security deposit                                 0                       0
 Total Cash Flows from Investing
  Activities                                      0                       0

Net Increase (Decrease) in Cash                   0                       0
Cash Balance Beginning of Period           $ 20,000               $  20,000

Cash Balance End of Period                 $ 20,000               $  20,000
</TABLE>


NOTES TO FINANCIAL STATEMENTS: METHOD OF PRESENTATION

The Company has been a development stage enterprise since its incorporation on
September 15, 1999 and for the three months ended March 31, 2000. During this
period, management devoted the majority of its efforts to registering with the
Securities and Exchange Commission pursuant to Sections 12(b) or (g) of the
Securities Exchange Act of 1934 (the "Exchange Act"). Management does not have
planned operations other than it anticipates that the Company will remain a
development stage enterprise until such time as it registers with the Securities
and Exchange Commission.

The Company operates on a fiscal year ending September 30.

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

1.       Forward-Looking Statements

         The statements contained in this Report on Form 10-QSB that are not
         historical facts are forward-looking statements (as such term is
         defined in the Private Securities Litigation Reform Act of 1995) that
         involve risks and uncertainties. Such forward-looking statements may be
         identified by, among other things, the use of forward-looking
         terminology such as "believes," "expects," "may," "should" or
         "anticipates" or the negative thereof or other variations thereon or
         comparable terminology, or by discussions of strategy that involve
         risks and uncertainties. From time to time, the Company or its
         representatives have made or may make forward-looking statements,
         orally or in writing. Such forward-looking statements may be included
         in various filings made by the Company with the Securities and Exchange
         Commission (the "SEC"), or press releases or oral statements made by or
         with the approval of an authorized executive officer of the Company.
         These forward-looking statements, such as statements regarding
         anticipated future revenues, capital expenditures, Year 2000 compliance
         and other statements regarding matters that are not historical facts,
         involve predictions. The Company's actual results, performance or
         achievements could differ materially from the results expressed in, or
         implied by, these
<PAGE>   5

         forward-looking statements. Potential risks and uncertainties that
         could affect the Company's future operating results include, but are
         not limited to: (i) economic conditions, including economic conditions
         related to entry into any new business venture; (ii) the availability
         of equipment from the Company's vendors at current prices and levels;
         (iii) the intense competition in the markets for the Company's new
         products and services; (iv) the Company's ability to integrate acquired
         companies and businesses in a cost-effective manner; (v) the Company's
         ability to effectively implement its branding strategy; and (vi) the
         Company's ability to develop, market, provide, and achieve market
         acceptance of new service offerings to new and existing clients.

2.       Development stage activities.

                  The Company has been a development stage enterprise since its
         incorporation on September 15, 1999 and for the three months ended
         March 31, 2000. During this period, management had devoted the majority
         of its efforts to registering with the Securities and Exchange
         Commission pursuant to Sections 12(b) or (g) of the Exchange Act. The
         Company has incurred liabilities in the amount of $12,767 through March
         31, 2000. These additional liabilities are owed to the Company's
         outside legal counsel for the performance of services. Outside legal
         counsel provided legal advice relating to the formation of the Company
         and the finalization of its registration statement with the Securities
         and Exchange Commission. The Company expects additional legal fees of
         at least $2,000 will be due and payable in the next fiscal quarter. The
         Company has not yet generated sufficient revenues during its limited
         history to fund its expenses.

                  The Company operates on a fiscal year ending September 30.

3.       (a) Results of operations for the period from December 31, 1999 through
         March 31, 2000

                  For the quarterly period from December 31, 1999 through March
         31, 2000, the Company generated net sales of approximately $-0-.

                  The Company's gross profit on sales was approximately -0-%
         for the quarterly period from December 31, 1999 through March 31, 2000.

                  The Company incurred expenses totaling approximately $4,087
         for the quarterly period from December 31, 1999 through March 31, 2000.

         (b) Results of operations for the period from September 30, 1999
         through March 31, 2000

                  For the six-month period from September 30, 1999 through March
         31, 2000, the Company generated net sales of approximately $-0-.

                  The Company's gross profit on sales was approximately -0-% for
         the six-month period from September 30, 1999 through March 31, 2000.

                  The Company incurred expenses totaling approximately $7,767
         for the six-month period from September 30, 1999 through March 31,
         2000.

         (c) Results of operations for the period from September 15, 1999
         through March 31, 2000

                  For the period from September 15, 1999 through March 31, 2000,
         the Company generated net sales of approximately $-0-.

                  The Company's gross profit on sales was approximately $-0-%
         for the period from September 15, 1999 through March 31, 2000.

                  The Company incurred expenses totaling approximately $7,767
         for the period from September 15, 1999 through March 31, 2000.

4.       Liquidity and capital resources.

                  The Company has maintained its liquidity of $20,000 from a
         cash balance at the Company's incorporation. The Company has been
         funded through the process of selling shares of common stock in a
         private placement aggregating $20,000.

                  The Company did not expend any funds from September 30, 1999
         through March 31, 2000. The Company has, however, incurred expenses and
         additional liabilities totaling $7,767 from September 30, 1999 through
         March 31, 2000.

                  The accompanying financial statements have been prepared on a
         going concern basis, which contemplates the realization of assets and
         the satisfaction of liabilities in the normal course of business. The
         Company incurred net losses of $7,767 for the period from September 30,
         1999 to March 31, 2000. These factors indicate that the Company's
         continuation as a going concern is dependent upon its ability to obtain
         adequate financing. The Company will require substantial additional
         funds to finance its business activities on an ongoing basis and will
         have a continuing long-term need to obtain additional financing. The
         Company plans to engage in such ongoing financing efforts on a
         continuing basis.



<PAGE>   6

                              RESULTS OF OPERATIONS

                           PART II - OTHER INFORMATION

   Item 1.  Legal Proceedings

     None.

   Item 2.  Changes in Securities

     None.

   Item 3.  Defaults Upon Senior Securities

     None.

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

    None.

   Item 5.  Other Information

    None.

   Item 6.  Exhibits and Reports on Form 8-K

         The Company did not file a report on Form 8-K during the three
   months ended March 31, 2000.

         In accordance with the requirements of the Exchange Act, the registrant
   caused this report to be signed on its behalf by the undersigned,
   thereunto duly authorized.

                                        Digital Star Inc.
                                        (Registrant)

   Date: August 17, 2000                By:  /s/ Kevin Sheung Wai Chan
                                             -----------------------------
                                             Director

                                        By:  /s/ Silas Sheung Kwan Chan
                                             -----------------------------
                                             Director and Secretary