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 QUARTER ENDED September 30, 2002

                                      OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO _______

                       COMMISSION FILE NUMBER 000-28485

                            ViaStar Holdings, Inc.
                          -------------------------
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                   NEVADA                               88-0380343
                  --------                              ----------
       (STATE OR OTHER JURISDICTION OF                (IRS EMPLOYER
       INCORPORATION OR ORGANIZATION)               IDENTIFICATION NO.)

       2141 Palomar Airport Road, Suite 310, Carlsbad, California 92009
       ----------------------------------------------------------------
      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)               (ZIP CODE)


REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (760) 496-0458

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:  NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:  COMMON STOCK, PAR
VALUE $.001 PER SHARE

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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[ ]

As of November 15, 2002, there were 5,146,896 shares of the Registrant's common
stock, $.001 par value per share, issued and outstanding.

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<PAGE>
<TABLE>
                              TABLE OF CONTENTS
<CAPTION>
                                                                     PAGE
<S>                                                                 <C>
PART I     FINANCIAL INFORMATION....................................   3

Item 1.    Financial Statements.....................................   3

           Consolidated Balance Sheets..............................   4

           Consolidated Statement of Operations for the Three
             Months Ended September 30, 2002 and 2001 (unaudited)...   5

           Consolidated Statement of Operations for the Nine Months
             Ended September 30, 2002 and 2001 (unaudited)..........   5

           Consolidated Statement of Cash Flows for the Nine Months
             Ended September 30, 2001 and 2002 (unaudited)..........   6

           Notes to Consolidated Financial Statements
             as of September 30, 2002...............................   7

Item 2.    Management's Discussion and Analysis of
             Financial Condition and Results of Operations..........   9

Item 3.    Controls and Procedures..................................  12

PART II    OTHER INFORMATION........................................  13

Item 1:    Legal Proceedings........................................  13

Item 2:    Changes in Securities....................................  13

Item 3:    Defaults upon Senior Securities..........................  13

Item 4:    Submission of Matters to a Vote of Security Holders......  13

Item 5:    Other Information........................................  13

Item 6(a): Exhibits.................................................  13

Item 6(b): Reports on Form 8-K......................................  13

SIGNATURES..........................................................  14
</TABLE>

                                    -  2 -
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<PAGE>
PART I  -  FINANCIAL INFORMATION

NOTE REGARDING FORWARD-LOOKING STATEMENTS.

This Form 10-QSB contains forward-looking statements within the meaning of
the "safe harbor" provisions under Section 21E of the Securities Exchange Act
of 1934 and the Private Securities Litigation Reform Act of 1995. We use
forward-looking statements in our description of our plans and objectives
for future operations and assumptions underlying these plans and objectives.
Forward-looking terminology includes the words "may," "expects," "believes,"
"anticipates," "intends," "projects," or similar terms, variations of such
terms or the negative of such terms. These forward-looking statements are
based on management's current expectations and are subject to factors and
uncertainties, which could cause actual results to differ materially from
those, described in such forward-looking statements. We expressly disclaim
any obligation or undertaking to release publicly any updates or revisions
to any forward-looking statements contained in this Form 10-QSB to reflect
any change in our expectations or any changes in events, conditions or
circumstances on which any forward-looking statement is based. Factors,
which could cause such results to differ materially from those described in
the forward-looking statements, and elsewhere in, or incorporated by reference
into this Form 10-QSB. The term the "Company" includes ViaStar Holdings, Inc.,
its predecessors, and its three wholly owned subsidiaries described elsewhere
in this report.

Item 1.    Financial Statements


                    VIASTAR HOLDINGS, INC.AND SUBSIDIARIES
                         (A Development Stage Entity)
                             Financial Statements
                           as of September 30, 2002
                          and for the periods ended
                         September 30, 2002 and 2001
                                   and from
                         Inception (January 6, 1993)
                          through September 30, 2002

                                    -  3 -
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<PAGE>
                     VIASTAR HOLDINGS, INC. AND SUBSIDIARIES
                         (A Development Stage Entity)
<TABLE>
                         Consolidated Balance Sheets

<CAPTION>
                                                       09/30/02      12/31/01
                                                     -----------   -----------
                                                     (unaudited)
<S>                                                  <C>           <C>
                       ASSETS
     Current assets:
       Cash                                          $         4   $      -
                                                     -----------   -----------
     Total current assets                                      4          -

     Notes receivable                                    366,079       350,000
     Organization costs                                    2,000          -
     Screenplay rights, at cost                          100,000       100,000
                                                     -----------   -----------

     Total assets                                    $   468,083   $   450,000
                                                     ===========   ===========

       LIABILITIES AND STOCKHOLDERS' EQUITY
     Current liabilities:
       Accounts payable                              $   263,390        70,380
       Bank draft payable                                   -                6
       Due to officers and directors                     143,032        35,189
       Related party advance                              46,628          -
                                                     -----------   -----------
     Total current liabilities                           453,050       105,575

     Commitments and contingencies (See Note 2)             -             -

     Stockholders' equity:
       Common stock, $0.001 par value;
         50,000,000 shares authorized;
         5,146,896 issued and outstanding
         at September 30, 2002, and December 31, 2001     14,044        14,044
       Additional paid in capital                      1,271,816     1,271,816
       Deficit accumulated during development stage   (1,270,827)     (941,435)
                                                     -----------   -----------
     Total stockholders' equity                           15,033       344,425
                                                     -----------   -----------

    Total liabilities and stockholders' equity       $   468,083   $   450,000
                                                     ===========   ===========

<FN>
       The accompanying notes are an integral part of these statements.
</TABLE>

                                    -  4 -
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<PAGE>
                     VIASTAR HOLDINGS, INC. AND SUBSIDIARIES
                         (A Development Stage Entity)
<TABLE>
              Consolidated Statements (unaudited) of Operations

                                           Three months ended
                                         -----------------------
                                          09/30/02     09/30/01
                                         ----------   ----------
<S>                                      <C>          <C>
     Revenue                             $     -      $     -

     Costs and expenses
       General and administrative           125,439       47,802
                                         ----------   ----------
     Net income (loss) before
       Other income                        (125,439)     (47,802)

     Other income (expense)
       Interest income                       16,079         -
                                         ----------   ----------
     Net income (loss)                   $ (109,360)  $  (47,802)
                                         ==========   ==========

     Net loss per share available
     to common stockholders:
       Basic and diluted                 $   (0.02)   $   (0.40)
                                         ==========   ==========

     Weighted average number of
     common shares outstanding            5,146,896      132,223
                                         ==========   ==========
</TABLE>
<TABLE>
                                            Nine months ended       Inception
                                         -----------------------   (01/06/93 to
                                          09/30/02     09/30/01      09/30/02)
                                         ----------   ----------   -----------
<S>                                      <C>          <C>          <C>
     Revenue                             $     -      $     -      $      -

     Costs and expenses
       General and administrative           345,471      174,674     1,377,951
                                          ---------    ---------   -----------
     Net income (loss) before
       Other income                        (345,471)    (174,674)   (1,377,951)

     Other income (expense)
       Interest income                       16,079         -           16,079
                                         ----------   ----------   -----------
     Net income (loss)                   $ (329,392)  $ (174,674)  $(1,361,872)
                                         ==========   ==========   ===========

     Net loss per share available
     to common stockholders:
       Basic and diluted                 $   (0.06)   $   (1.40)
                                         ==========   ==========

     Weighted average number of
     common shares outstanding            5,146,896      122,784
                                         ==========   ==========

<FN>
       The accompanying notes are an integral part of these statements.
</TABLE>

                                    -  5 -
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<PAGE>
                     VIASTAR HOLDINGS, INC. AND SUBSIDIARIES
                         (A Development Stage Entity)
<TABLE>
              Consolidated Statements of Cash Flows (unaudited)

<CAPTION>
                                            Nine months ended       Inception
                                         -----------------------   (01/06/93 to
                                          09/30/02     09/30/01      09/30/02)
                                         ----------   ----------   -----------
<S>                                      <C>          <C>          <C>
Cash flows from operating activities
  Net loss                               $ (329,392)  $ (174,674)  $(1,361,872)
    Adjustments to reconcile net loss to
    cash used in operating activities
      Write down of screenplay right           -            -          150,000
      Donated services                         -            -          137,500
      Common stock issued for services         -         141,300       560,605
      (Increase)/decrease in notes
        receivable                          (16,079)    (350,000)     (366,079)
      Increase/(decrease) in related
        party advances                       46,628         -           46,628
      Increase/(decrease) in current
        liabilities                         300,847       20,174       406,422
                                         ----------   ----------   -----------
Cash from (used in) operating activities      2,004     (363,200)     (426,796)

Cash flows used in investing activities
  Investment in subsidiary                   (2,000)        -         (102,000)
  Acquisition of screenplay rights             -            -         (150,000)
                                         ----------   ----------   -----------
Cash used in investing activities            (2,000)        -         (252,000)

Cash flows from financing activities
  Stock issued from notes receivable           -         350,000       350,000
  Decrease of screenplay loan                  -            -          118,800
  Cash received for stock issued               -          13,200        40,500
  Proceeds from loan advances                  -            -          100,000
  Cancellation of subscription
    receivable                                 -            -           69,500
                                         ----------   ----------   -----------
Cash provided by financing activities          -         363,200       678,800

Net increase in cash                              4         -                4
Cash, beginning of the period                  -            -             -
                                         ----------   ----------   -----------
Cash, end of the period                  $        4   $     -      $         4
                                         ==========   ==========   ===========

Supplemental information:

No interest or taxes were paid.

<FN>
       The accompanying notes are an integral part of these statements.
</TABLE>

                                    -  6 -
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<PAGE>
                     VIASTAR HOLDINGS, INC. AND SUBSIDIARIES
                         (A Development Stage Entity)

                      Notes to the Financial Statements


1.         HISTORY AND OPERATIONS OF THE COMPANY.

HISTORY. The Company was organized January 6, 1993, under the laws of the
State of Nevada, as Lotus Enterprises, Inc. On February 1, 1993, the Company
issued 18,600 shares of its no par value common stock for $1,860. On
December 17, 1997, the State of Nevada approved the restated Articles of
Incorporation, which changed the no par value common shares to par value of
$.001. The Company also increased its authorized capitalization to 25,000,000
common shares. Additionally, the Company approved a forward stock split on the
basis of 100 for 1 thus increasing the outstanding common stock from 18,600
shares to 1,860,000 shares. On April 6, 1999, the State of Nevada approved
the restated Articles of Incorporation, which again increased its authorized
capitalization to 50,000,000 common shares and the Company also changed its
name to Clubcharlie.com, Inc. On January 22, 2001 the Company further changed
its name to ViaStar Holdings, Inc. reflecting its change from a concentration
on the ClubCharlie concept to a "holding company" focused on media and
entertainment businesses. The Company during July 2001 established
All4Entertainment, Inc. ("All4") a wholly owned subsidiary to handle the
production and development of the screenplay rights to the ClubCharlie concept.
The Company approved and executed a 10 for 1 reverse split on July 23, 2001.
The Company during March 2002 established Picture Perfect Releasing, Inc.
("PPR") and Venture International Partners, Inc. ("VIP"), wholly owned
subsidiaries to handle the following; PPR was established to conduct the
business of film distribution both domestically and internationally.  VIP
was established to make acquisitions in the media and entertainment fields.

OPERATIONS. Planned principal operations have not yet commenced; activities to
date have been limited to forming the Company, assembling a management and
consulting team, obtaining financial commitments and investment. In accordance
with Statement of Financial Accounting Standard No.7, the Company is considered
a development stage company.


2.         INTERIM FINANCIAL INFORMATION

The accompanying unaudited interim financial statements have been prepared
by the Company in accordance with generally accepted accounting principles
pursuant to Regulation S-K of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in audited financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. Accordingly, these interim financial statements
should be read in conjunction with the Company's audited financial statements
and related notes for the year ended December 31, 2001, as contained in the
Company's report on Form 10-KSB filed with the Securities and Exchange
Commission.

In the opinion of the management of the Company, the interim unaudited
financial statements reflect all adjustments, including normal recurring
adjustments, necessary for a fair presentation of the interim periods
presented. The results of operations for the three and nine month periods ended
September 30, 2002 are not necessarily indicative of results of operations to
be expected for the full year.

                                    -  7 -
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<PAGE>

3.         COMMITMENTS AND CONTINGENCIES

GOING CONCERN CONTINGENCY. The Company has minimal capital resources presently
available to meet obligations that normally can be expected, and with which to
carry out its planned activities. These factors raise considerable doubt about
the Company's ability to continue as a going concern. Management is seeking
additional equity and/or debt financing to fund its planned operations;
management believes actions currently being taken provide the opportunity for
the Company to continue as a going concern. However, there is no assurance that
the Company will be able to obtain any such financing from either debt or
equity. The accompanying financial statements do not include any adjustments
that might result from the outcome of this uncertainty.


4.         RECENT ACCOUNTING PRONOUNCEMENTS

In June 2001, SFAS 141 "Business Combinations" and SFAS 142 "Goodwill and Other
Intangible Assets" were issued. SFAS 141 requires that all business
combinations initiated after June 20, 2001 be accounted for using the purchase
method and that identifiable intangible assets acquired in a business
combination be recognized as an asset apart from goodwill if they meet certain
criteria.

SFAS 142 applies to all goodwill and identified intangible assets acquired in a
business combination. The new standard requires that all goodwill and
indefinite lived intangible assets, including those acquired before initial
application of SFAS 142, not be amortized systematically but will rather be
tested for impairment at least annually. SFAS 142 is effective for fiscal years
beginning after December 15, 2001. The Company believes that it has complied
with this pronouncement and its accounting for its acquired film rights.


5.         RELATED PARTY TRANSACTIONS

The Company during the nine months ended September 30, 2002 borrowed
approximately $47,000 from various related parties. The Company has entered
into what is considered arms length transactions with regards to interest rates
and terms of repayment.

                                    -  8 -
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<PAGE>

Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND PLAN OF OPERATIONS

SECURITIES LITIGATION REFORM ACT.

Except for the historical information contained herein, the matters discussed
in this Form 10-QSB are forward-looking statements which involve risks and
uncertainties, including but not limited to economic, competitive, governmental
and technological factors affecting the Company's operations, markets,
products, services, prices, and other factors discussed in the Company's
filings with the Securities and Exchange Commission.

PLAN OF OPERATIONS.

The Company generated no revenues from operations during the nine months ended
September 30, 2002 and management does not anticipate any operating revenue
until following the completion of and production of the movie and Internet
affinity program and/or the successful acquisition of a media and entertainment
business either in Central or Eastern Europe or the continental United States.

The Company's capital is limited. The Company anticipates operational costs
will be limited until such time as significant efforts have been undertaken
regarding an operational media and entertainment business or an acquisition has
been identified.

We believe that a source of our revenues will be from (i) film and television
series production revenues from foreign distribution and domestic theatrical,
home video, pay-per-view, pay cable and basic cable distribution; and
(ii) commissions, licensing fees or other compensation received from the sale
of our products or our corporate partners' products and services.

                                    -  9 -
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<PAGE>

The Company also believes that other sources of income may come from the merger
or an acquisition of a media or entertainment business located in Europe or
North America. The Company and its management have identified and attempted to
complete several transactions that would have resulted in a revenue generating
business to be under the ViaStar Holding company umbrella. However due to
various reasons either of market condition or the inability to complete the
necessary due diligence required by the Company for its shareholders none of
the proposed transactions were consummated. Management does believe that of the
possible acquisition or merger candidates that it continues to have, available
that one likely transaction will be completed in the near future.

Our success is materially dependent upon our ability to satisfy additional
financing requirements. We are reviewing our options to raise additional
capital. In order to satisfy our requisite budget, management has held and
continues to conduct negotiations with various investors. We anticipate that
these negotiations will result in additional investment capital for the
Company.

Our operations involve risks and uncertainties and actual results could fail as
a result of a number of factors. We anticipate that we will need to raise
additional capital to develop, promote and conduct our operations. Additional
capital may be raised through public or private financing as well as borrowings
and other sources. There can be no assurance that additional funding will be
available under favorable terms. If adequate funds are not available, we may be
required to curtail operations significantly or to obtain funds through
entering into arrangements with collaborative partners or others that may
require us to relinquish rights to certain products and services that we might
not otherwise relinquish.

Liquidity and capital resources.  The Company had a negligible cash balance as
of September 30, 2002.  Current liabilities exceeded current assets by $453,046
indicating a negative working capital balance for the Company.

As of September 30, 2002, the Company had no material commitments for capital
expenditures. The Company is dependent upon its ability to raise additional
financing through various means. As of September 30, 2002 the Company has not
been able to raise any further capital. It has been able to pay some
obligations through short-term loans. The Company during the year ended
December 31, 2001, settled a $50,000 obligation with the issuance of 83,300
shares (post-split) of common stock.

                                    - 10 -
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<PAGE>

Expenses.  During the three months ended September 30, 2002, the Company
incurred $25,000 in officers' salary and directors' fees (compared to $30,000
for the same period in 2001), and $85,617 in professional services (compared to
$14,630 for the same period in 2001). These costs were included in total
general and administrative costs of $125,439 (compared to $47,802 for the same
period in 2001) a total increase of $77,637 or 61% associated with its business
operations. The Company has kept its operations at a minimum with its cash
expenditures, while it currently is developing its business.  The Company
continues to pay for its services and expenditures through the issuance of
common stock. The Company believes with proper financing and working capital in
place that the Company will discontinue the use of issuing shares in lieu of
cash payment.

Expenses.  During the nine months ended September 30, 2002, the Company
incurred $120,000 in officers' salary and directors' fees (compared to $79,500
for the same period in 2001), and $160,433 in professional services (compared
to $83,919 for the same period in 2001). These costs were included in total
general and administrative costs of $345,471 (compared to $174,674 for the same
period in 2001) a total increase of $170,797 or 49% associated with its
business operations. A significant portion of the increase in expenditures is
associated with the retention of legal counsel to assist with the potential
acquisitions and the addition of another executive officer. The Company has
kept its operations at a minimum with its cash expenditures, while it currently
is developing its business.  The Company continues to pay for its services and
expenditures through the issuance of common stock. The Company believes with
proper financing and working capital in place that the Company will discontinue
the use of issuing shares in lieu of cash payment.

Other income (expense). During the three months (and nine months) ended
September 30, 2002 the Company recognized $16,079 in interest income from the
issuance of notes receivable for the subscribed stock entered into during the
third quarter of 2001. The Company expects to receive payment on either one or
both of the notes within the next quarter. Management believes that payment
will be received either by both subscribers or that the shares and the
associated notes will be cancelled in its entirety prior to year end.

                                    - 11 -
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<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management,
including George J. Malasek, the Company's Chief Executive Officer, and
Ziad Batal, President and the Company's Chief Financial Officer (Mr. Batal
assumed the position of Chief Financial Officer following the resignation
of Mr. Yonika), we have evaluated the effectiveness of the design and
operation of our disclosure controls and procedures within 90 days of the
filing date of this quarterly report, and, based on their evaluation,
Mr. Malasek and Mr. Batal have concluded that these controls and procedures
are effective. There were no significant changes in our internal controls or
in other factors that could significantly affect these controls subsequent to
the date of their evaluation.

Disclosure controls and procedures are our controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities
and Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under
the Exchange Act is accumulated and communicated to our management, including
Mr. Malasek and Mr. Batal, as appropriate to allow timely decisions regarding
required disclosure.


                                    - 12 -
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<PAGE>

PART II - OTHER INFORMATION

Item 1.    LEGAL PROCEEDINGS

The Company is neither subject to any material litigation nor, to the Company's
knowledge, is any material litigation currently threatened against the Company.

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.    EXHIBIT AND REPORTS ON FORM 8-K

           a)   Exhibits

                99.1     Certification of Chief Executive Officer Pursuant to
                         Section 906 of the Sarbanes-Oxley Act of 2002.

                99.2     Certification of Chief Financial Officer Pursuant to
                         Section 906 of the Sarbanes-Oxley Act of 2002.

           b)   Reports on Form 8-K

                None.

                                    - 13 -
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<PAGE>

                                  SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


Date:  November 20, 2002                    By:  /s/ George Malasek
                                            -----------------------------------
                                            George Malasek
                                            Chief Executive Officer

In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.


Date:  November 20, 2002                    By:  /s/ George Malasek
                                            -----------------------------------
                                            George Malasek
                                            Chief Executive Officer


Date:  November 20, 2002                    By:  /s/ Ziad Batal
                                            -----------------------------------
                                            Ziad Batal
                                            President, Chief Financial Officer,
                                            Treasurer, and Secretary

                                    - 14 -
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<PAGE>
<TABLE>
                                EXHIBITS INDEX
<S>      <C>
99.1     Certification of Chief Executive Officer Pursuant to Section 906
         of the Sarbanes-Oxley Act of 2002.

99.2     Certification of Chief Financial Officer Pursuant to Section 906
         of the Sarbanes-Oxley Act of 2002.
</TABLE>


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


                                  SIGNATURE


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.

VIASTAR HOLDINGS, INC.
(Registrant)
Dated: November 20, 2002

By:  /s/ ZIAD BATAL
     --------------
Ziad Batal
Chief Financial Officer
(Principal Financial and Accounting Officer)


                                    - 15 -
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<PAGE>

                                CERTIFICATIONS

I, George J. Malasek, the Chief Executive Officer of ViaStar Holdings, Inc.,
certify that:

1. I have reviewed this Quarterly Report on Form 10-QSB of ViaStar Holdings,
Inc.;

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. The registrant's other certifying officers and I are 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 our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the 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. The registrant's other certifying officers and 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 our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 20, 2002

By: /s/ George J. Malasek
--------------------------------------------------
George J. Malasek
Chief Executive Officer


===============================================================================
<PAGE>


I, Ziad Batal, the chief financial officer for ViaStar Holdings, Inc., certify
that:

1. I have reviewed this Quarterly Report on Form 10-QSB of ViaStar Holdings,
Inc.;

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. The registrant's other certifying officers and I are 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 our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the 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. The registrant's other certifying officers and 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 our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 20, 2002

By: /s/ Ziad Batal
--------------------------------------------------
Ziad Batal
President and chief financial officer



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<PAGE>


EXHIBIT 99.1

CERTIFICATE PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

George J. Malasek, the chief executive officer of ViaStar Holdings, Inc.
(the "Company"), hereby certifies that to the best of his knowledge:

1. The Quarterly Report on Form 10-QSB for the fiscal quarter ended
September 30, 2002 of the Company (the "Report") fully complies with the
requirements of section 13(a) or 15(d), as applicable, of the Securities
Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company at
the dates and for the periods indicated.

The foregoing certification is made solely for the purpose of complying with
the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
ss. 1350) and may not be relied upon by anyone for any other purpose. The
undersigned expressly disclaims any undertaking to update such certifications
except as required by law.


Date: November 20, 2002


/s/ George J. Malasek
------------------------------------
George J. Malasek,
Chief Executive Officer


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<PAGE>


EXHIBIT 99.2

CERTIFICATE PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

Ziad Batal, the Chief Financial Officer for ViaStar Holdings, Inc. (the
"Company"), hereby certifies that to the best of his knowledge:

1. The Quarterly Report on Form 10-QSB for the fiscal quarter ended
September 30, 2002 of the Company (the "Report") fully complies with the
requirements of section 13(a) or 15(d), as applicable, of the Securities
Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company at
the dates and for the periods indicated.

The foregoing certification is made solely for the purpose of complying with
the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
ss. 1350) and may not be relied upon by anyone for any other purpose. The
undersigned expressly disclaims any undertaking to update such certifications
except as required by law.


Date: November 20, 2002

/s/  Ziad Batal
-------------------------------------
Ziad Batal
President and Chief Financial Officer


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<PAGE>