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 March 31, 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             (I.R.S. EMPLOYER
       INCORPORATION OR ORGANIZATION)              IDENTIFICATION NO.)

       2121 Palomar Airport Road, Suite 105, 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 May 15, 2002, there were 5,146,846 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......................................  2

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

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

           Consolidated Statement of Operations for the Three Months
             Ended March 31, 2002 and 2001 (unaudited)................  5

           Consolidated Statement of Cash Flows for the Three Months
             Ended March 31, 2002 and 2001 (unaudited)................  6

           Notes to Consolidated Financial Statements
             as of March 31, 2002.....................................  7

Item 2.    Management's Discussion and Analysis of
             Financial Condition and Results of Operations............  8


PART II    OTHER INFORMATION..........................................  9

Item 1:    Legal Proceedings..........................................  9

Item 2:    Changes in Securities......................................  9

Item 3:    Defaults Upon Senior Securities............................  9

Item 4:    Submission of Matters to a Vote of Security Holders........  9

Item 5:    Other Information..........................................  9

Item 6(a): Exhibits...................................................  9

Item 6(b): Reports on Form 8-K........................................  9

SIGNATURES............................................................ 10
</TABLE>

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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.


Item 1.    Financial Statements


                     VIASTAR HOLDINGS, INC. AND SUBSIDIARY
                         (A Development Stage Entity)

                       Consolidated Financial Statements
                              as of March 31, 2002
                           and for the periods ended
                            March 31, 2002 and 2001
                                   and from
                          Inception (January 6, 1993)
                            through March 31, 2002


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

<CAPTION>
                                                          03/31/02    12/31/01
                                                         ---------   ---------
                                                        (unaudited)
<S>                                                     <C>          <C>
                       ASSETS
     Current assets:
       Cash                                              $     115   $    -
                                                         ---------   ---------
       Total current assets                                    115        -

     Notes receivable                                      350,000     350,000
     Screenplay rights, at cost                            100,000     100,000
                                                         ---------   ---------

     Total assets                                        $ 450,115   $ 450,000
                                                         =========   =========


       LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

     Current liabilities:
       Accounts payable                                  $ 107,129   $  70,380
       Bank Draft payable                                     -              6
       Due to officers and directors                        60,506      35,189
       Related party advance                                20,491        -
                                                         ---------   ---------
     Total current liabilities                             188,126     105,575

     Commitments and contingencies (See Note 2)               -           -

     Stockholders' equity:
       Common stock, $0.001 par value; 50,000,000 shares
       authorized; 5,146,846 shares issued
       and outstanding at December 31, 2001
       and March 31, 2002                                   14,044      14,044
       Additional paid in capital                        1,271,816   1,271,816
       Deficit accumulated during development stage     (1,023,871)   (941,435)
                                                         ---------   ---------
     Total stockholders' equity                            261,989     344,425
                                                         ---------   ---------

    Total liabilities and stockholders' equity           $ 450,115   $ 450,000
                                                         =========   =========

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

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

<CAPTION>
                                          Three months ended        Inception
                                       ------------------------    (01/06/93 to
                                        03/31/02      03/31/01      03/31/02)
                                       ----------    ----------    -----------
<S>                                    <C>           <C>           <C>
     Revenue                           $     -       $     -       $      -

     Costs and expenses
       General and administrative          82,436       111,480      1,032,480
                                       ----------    ----------    -----------
     Net income (loss)                 $  (82,436)   $ (111,480)   $(1,032,480)
                                       ==========    ==========    ===========

     Net loss per share available
     to common stockholders:
       Basic and diluted               $   (0.02)    $   (0.13)
                                       ==========    ==========
     Weighted average number of
     common shares outstanding          5,146,846       829,416
                                       ==========    ==========

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

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

<CAPTION>
                                          Three months ended        Inception
                                       ------------------------    (01/06/93 to
                                        03/31/02      03/31/01      03/31/02)
                                       ----------    ----------    -----------
<S>                                    <C>           <C>           <C>

Cash flows from operating activities -
  Net loss                             $  (82,436)   $ (111,480)   $(1,032,480)
      Write down of screenplay right         -             -           150,000
      Donated services                       -          117,500        137,500
      Common stock issued for services,
         tender of notes payable, and
         accrued salaries                    -             -           469,560
      (Increase)/Decrease in notes
         receivable                          -             -          (350,000)
      Increase/(Decrease) in related
         party                             20,491          -           (29,509)
      Increase/(Decrease) in current
         liabilities                       62,060       (11,020)       226,244
                                       ----------    ----------    -----------
Cash used in operating activities             115        (5,000)      (428,685)

  Investment in subsidiary                   -             -          (100,000)
  Acquisition of screenplay rights           -             -          (150,000)
                                       ----------    ----------    -----------
Cash used in investing activities            -             -          (250,000)

Cash flows from financing activities -
  Stock issued from notes receivable         -             -           350,000
  Decrease of screenplay loan                -             -           118,800
  Cash received for stock issued             -            5,000         40,500
  Proceeds on loan advance                   -             -           100,000
  Cancellation of subscription
      receivable                             -             -            69,500
                                       ----------    ----------    -----------
Net cash provided by
  financing activities                       -            5,000        678,800

  Net change in cash                          115          -               115
  Cash at beginning of period                -             -              -
                                       ----------    ----------    -----------

  Cash end of period                   $      115    $     -       $       115
                                       ==========    ==========    ===========

Supplemental information:
  - No interest or taxes were paid.

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

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<PAGE>
                     VIASTAR HOLDINGS, INC. AND SUBSIDIARY
                         (A Development Stage Entity)

                Notes to the Financial Consolidated 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 increased its authorized capitalization to 25,000,000
common shares.  Additionally, the Company approved a forward stock split on the
basis of 100:1 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 increased its authorized
capitalization to 50,000,000 common shares.  The Company also changed its name
to Clubcharlie.com, Inc.  On January 22, 2001 the Company changed its name to
Viastar Holdings, Inc. reflecting its change from concentration on the
ClubCharlie concept to a holding company strictly for media and entertainment
businesses.  The Company during July 2001 established All4Entertainment, Inc.
a wholly-owned subsidiary to handle the production and development of the
screenplay rights to the ClubCharlie concept. The Company on January 22, 2001
held special shareholders meeting and voted on a name change to Viastar
holdings, Inc. The Company received acceptance from the State of Nevada
approving the Certificate Amending Articles of Incorporation.  The Company
approved and executed a 10 for 1 reverse split on July 23, 2001.

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


2.         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
doubt about the Company's ability to continue as a going concern.
Management is seeking additional equity financing to fund 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 such financing.  The accompanying
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


3.         RELATED PARTY TRANSACTIONS

The Company during the three months ended March 31, 2002 borrowed monies
from a related party.


4.         SUBSEQUENT EVENT

The Company plans to complete its merger with Montage Media during the second
quarter of fiscal year 2002. The Company is continuing efforts in the
acquisition of media and entertainment businesses in Europe and eventually in
North America.

Montage Media & Capital (Montage) has a wide range of relationships within the
film industry, enabling Montage to provide a full spectrum of services demanded
in today's film environment; whether required by the major studios, sales
agents, distributors or independent producers. Montage provides banking,
co-production, off-balance sheet and tax efficient financing through consulting
and M&A services. Montage has offices, joint ventures and preferred
relationships in several key countries.

The Company has ended its negotiations with Ultimatebody, Inc.

                                   -  7 -
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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 three months ended
March 31, 2002 and management does not anticipate any operating revenue until
following the completion and production of the movie and the Internet affinity
program and/or the acquisition of media and entertainment businesses either in
Europe or the 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 operational media and entertainment business.

We believe that a source of our revenue will be (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.

The Company also believes that other sources of income will come from mergers
and acquisitions of media and entertainment businesses in Central Europe and
North America.

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 us.
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 would
not otherwise relinquish.

LIQUIDITY AND CAPITAL RESOURCES.  The Company had a cash balance of $115 as of
March 31, 2002.  Current liabilities exceeded current assets by $188,011.

As of March 31, 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 March 31, 2002 the Company has not been
able to raise any additional capital. The Company has been able to pay
obligations through the use of short-term loans or through the issuance of
common stock. The Company during fiscal year 2001 settled a $50,000 related
party obligation with the issuance of 833,000 shares of common stock.

EXPENSES.  During the three months ended March 31, 2002, the Company incurred
$26,000 in officer salary and directors' fees (compared to $37,500 for the same
period in 2001), $30,908 in professional services (compared to $65,660 for the
same period in 2001). These costs were included in total general and
administrative costs of $82,436 (compared to $111,480 for the same period in
2001) a total decrease of $29,044 or 26% 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 use of issuing
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.


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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

                None.

           b)   Reports on Form 8-K

                None.


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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:  May 17, 2002                          By:  /s/ George Malasek
                                                ---------------------
                                                George Malasek
                                                Chief Executive Officer and
                                                President

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:  May 17, 2002                        By:  /s/ George Malasek
                                            ------------------------
                                                George Malasek
                                                Chief Executive Officer and
                                                President


Date:  May 17, 2002                         By:  /s/ Kenneth Yonika
                                            ------------------------
                                                Kenneth Yonika, CPA
                                                Chief Financial Officer,
                                                Treasurer, and Secretary


                                    - 10 -
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