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, 2001

                                      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. (Formerly CLUBCHARLIE.COM, 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.)

       4275 EXECUTIVE SQUARE, SUITE 1180 LA JOLLA, CALIFORNIA   92037
       ----------------------------------------------------------------
       (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)              (ZIP CODE)

     REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (877) 882-5822


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 24, 2001, there were 9,930,000 shares of the Registrant's common
stock, $.001 par value per share, issued and outstanding.


===============================================================================
<PAGE>
<TABLE>
                               TABLE OF CONTENTS
<CAPTION>
                                                                 PAGE
<S>                                                              <C>
PART I     FINANCIAL INFORMATION.................................  2

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

           Balance Sheets........................................  5

           Statement of Operations for the Three Months
             Ended March 31, 2000 and 2001.......................  6

           Statement of Cash Flows for the Three Months
             Ended March 31, 2000 and 2001.......................  7

           Notes to Financial Statements
             as of March 31, 2001................................  8

Item 2.    Management's Discussion and Analysis of
             Financial Condition and Results of Operations....... 13


PART II    OTHER INFORMATION..................................... 14

Item 1:    Legal Proceedings..................................... 14

Item 2:    Changes in Securities................................. 14

Item 3:    Defaults Upon Senior Securities....................... 14

Item 4:    Submission of Matters to a Vote of Security Holders... 14

Item 5:    Other Information..................................... 14

Item 6(a): Exhibits.............................................. 14

Item 6(b): Reports on Form 8-K................................... 14

SIGNATURES....................................................... 15
</TABLE>

                                    -  2 -
==============================================================================
<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.

Item 1.   Financial Statements


                             VIASTAR HOLDINGS,INC.
                       (FORMERLY CLUBCHARLIE.COM, INC.)
                         (A Development Stage Entity)

                             Financial Statements
                             as of March 31, 2001,
                           and for the periods ended
                            March 31, 2000 and 2001
                                   and from
                          Inception (January 6, 1993)
                            through March 31, 2001

<TABLE>
                             TABLE OF CONTENTS

<CAPTION>
                                                                    Page
<S>                                                                 <C>

Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . .   2

Statements of Operations (three months)  . . . . . . . . . . . . . .   3

Statements of Operations (three months) . . . . . . . . . . . . . . .  4

Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . .   5

Notes to Financial Statements  . . . . . . . . . . . . . . . . . . . 6-9
</TABLE>

                                    -  3 -
==============================================================================
<PAGE>
                             VIASTAR HOLDINGS,INC.
                       (FORMERLY CLUBCHARLIE.COM, INC.)
                         (A Development Stage Entity)
<TABLE>
                                Balance Sheets

<CAPTION>
                                                          12/31/00    03/31/01
                                                         ---------   ---------
                                                                    (unaudited)
<S>                                                      <C>         <C>
                         ASSETS

     Current assets:
       Cash                                              $    -      $    -
                                                         ---------   ---------
       Total current assets                                   -           -

     Screenplay rights, at cost                            100,000     100,000
                                                         ---------   ---------

     Total assets                                        $ 100,000   $ 100,000
                                                         =========   =========


      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

     Current liabilities:
       Accounts payable                                  $  25,844  $   49,744
       Related party advance                                50,000      50,000
       Amounts due officers and directors,
       including salaries                                   64,010      29,090
                                                         ---------   ---------
     Total current liabilities                             139,854     128,834

       Related party acquisition loan                      118,800     118,800

     Commitments and contingencies (See Note 2)               -           -

     Stockholders' equity (deficit):
       Common stock, $0.001 par value; 50,000,000 shares     7,923       9,097
         authorized; 7,922,500 and 9,097,500 shares
         issued and outstanding at December 31, 2000
         and March 31, 2001, respectively
       Additional paid in capital                          545,638     661,963
       Subscription receivable                             (69,500)    (64,500)
       Deficit accumulated during development             (642,714)   (754,194)
                                                         ---------   ---------
     Total stockholders' equity (deficit)                 (158,654)   (147,634)
                                                         ---------   ---------

    Total liabilities and stockholders' equity (deficit) $ 100,000   $ 100,000
                                                         =========   =========

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

                                       2

                                    -  5 -
===============================================================================
<PAGE>
                             VIASTAR HOLDINGS,INC.
                       (FORMERLY CLUBCHARLIE.COM, INC.)
                         (A Development Stage Entity)
<TABLE>
                           Statements of Operations

<CAPTION>
                                           Three months ended      Inception
                                         ---------------------   (01/06/93) to
                                         03/31/00     03/31/01      03/31/01
                                         ---------   ---------     ---------
                                        (unaudited) (unaudited)   (unaudited)
<S>                                      <C>         <C>           <C>
     Revenue                             $    -      $     -        $   -

     Costs and expenses
       Salaries and director's fees         75,000       37,500      387,500
       Marketing                              -            -          24,429
       Research and development              2,000         -          30,981
       Professional services                22,688       65,660      163,121
       General and administrative            2,683        8,320       98,163
       Write down of screenplay               -            -          50,000
                                          ---------   ---------     ---------
     Net income (loss)                   $(102,371)  $ (111,480)   $(754,194)
                                          =========   =========     =========

     Net loss per share available
     to common stockholders:
       Basic and diluted                 $  (0.03)   $   (0.01)    $  (0.29)
                                         =========   =========     =========

     Weighted average number of
     common shares outstanding           3,860,000   8,294,167     2,641,086
                                         =========   =========     =========

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

                                       4

                                    -  7 -
===============================================================================
<PAGE>
                             VIASTAR HOLDINGS,INC.
                       (FORMERLY CLUBCHARLIE.COM, INC.)
                         (A Development Stage Entity)
<TABLE>
                           Statements of Cash Flows


<CAPTION>
                                           Three months ended      Inception
                                         ---------------------   (01/06/93) to
                                         03/31/00     03/31/01      03/31/01
                                         ---------   ---------     ---------
                                        (unaudited) (unaudited)   (unaudited)
<S>                                      <C>         <C>           <C>
Cash flows from operating activities -
  Net loss                               $(102,371)  $ (111,480)    $(754,194)
    Adjustments to reconcile net loss to
    cash used in operating activities -
      Write down of screenplay right          -           -           50,000
      Forgiveness of salary and
        accrued salary                        -           -          137,500
      Common stock issued for services       2,000     117,500       323,560

     Changes in assets and liabilities -
      Decrease in current assets              -           -             -
      Increase in current liabilities       78,549     (11,020)      128,834
                                         ---------   ---------     ---------
Cash provided by (used in)
  operating activities                      21,822      (5,000)     (114,300)

Cash from investing activities
  Acquisition of screenplay rights        (150,000)       -         (150,000)
                                          ---------   ---------     ---------
Cash used in investing activites          (150,000)       -         (150,000)

Cash from financing activities -
  Loan to acquire screenplay rights        150,000        -          150,000
  Loan made from unrelated third party      31,250        -             -
  Payments on screenplay loan                 -           -          (31,200)
  Cash received for stock issued              -          5,000        45,500
  Common stock issued from conversion
     of note payable                          -           -          100,000
                                         ---------   ---------     ---------

Cash provided by financing activities      181,250       5,000       114,300


  Net increase in cash                       9,428        -             -
  Cash, beginning of the period               -           -             -
                                         ---------   ---------     ---------


  Cash, end of the period                $   9,428   $    -        $    -
                                         =========   =========     =========


Supplemental information:

No interest or taxes were paid.

425,000 shares of common stock were issued for services during the three months
ended March 31, 2001.

750,000 shares of common stock were issued to an officer as compensation for
accrued salary during the three months ended March 31, 2001.

<FN>
       The accompanying notes are an integral part of these statements.
</TABLE>
                                       5

                                    -  8 -
===============================================================================
<PAGE>
                             VIASTAR HOLDINGS,INC.
                       (FORMERLY CLUBCHARLIE.COM, INC.)
                         (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 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 filed the
restated Articles of Incorporation, which increased its authorized
capitalization to 50,000,000 common shares.  The Company changed its name to
Clubcharlie.com, Inc. On January 22, 2001, the Company changed its name to
Viastar Holdings, Inc.

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 investments into the
Company and searching for the proper acting talent.  The Company owns
screenplay rights to "The Misadventures of Charlie Chance" and intends to
produce and distribute it into the wide-screen market. 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 to be incurred by
similar companies, 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

CONVERSION OF ACCRUED SALARY.  The Company and its President and Chief
Executive Officer entered into an agreement whereby the Company would issue
Mr. Batal 750,000 shares of common stock of the Company in satisfaction of
Mr. Batal's salary through the period ending January 31, 2001 for a total of
$75,000.


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.

We have not realized any revenue from operations. The Company generated no
revenues from operations during the quarter ended March 31, 2001 and
management does not anticipate any operating revenue until following the
completion and production of the movie and the Internet affinity program.

The Company's capital is limited. The Company anticipates operational costs
will be limited until such time as significant efforts have been undertaken
regarding the film and television series production, the marketing of the
film and television series productions, and sponsorship programs.  The Internet
affinity program efforts will also commence upon the beginning of the film and
television Production.

We believe that the main sources 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; (ii)
commissions, licensing fees or other compensation received from the sale of our
products or our corporate partners' products and services; (iii) advertising
and
sponsorship revenues earned from website banner ads and web-based publications;
(iv) enrollment and annual renewal fees of as much as $10 per card holder
charged by attributing "negative point" balances to membership cards;
(v) transaction fees on loyalty purchases made by our card holders on our
website or at a point-of sale at a participating merchant location;
(vi) interest earned on money being held by us for the future redemption of
membership points; (vii) breakage revenues received from unredeemed points; and
(viii)database access fees.

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 $0 as of
March 31, 2001.  Current liabilities exceeded current assets by $136,744.

As of March 31, 2001, the Company had no material commitments for capital
expenditures. The Company is dependent upon its ability to raise additional
financing through various means. The Company had borrowed funds from an
unrelated party at a nominal interest rate; the total amount drawn against this
line of borrowings was approximately $100,000. The unrelated party converted
their note payable into common stock of the Company. The Company issued
1,000,000 shares of restricted stock for the $100,000. The Company also entered
into another agreement with unrelated party to subscribe to common stock of the
Company. As of March 31, 2001 the Company has not been able to raise any
further capital. It has been able to pay some obligation through short term
loans.  The Company expects to receive the remaining portion of the subscribed
common stock of the Company with in the next 30-60 days.

EXPENSES.  During the three months ended March 31, 2001, the Company incurred
$37,500 in officer salary and directors fees (compared to $75,000 for the same
period in 2000), $0 in research and development (website) costs (compared to
$2,000 for the same period in 2000), $65,660 in professional services(compared
to $22,688 for the same period in 2000), and $8,320 in general administrative
expenses (compared to $2,683 for the same period in 2000) a total increase of
$9,109 or 7.8% 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.

IMPACT OF THE YEAR 2000.  The Year 2000 (commonly referred to as "Y2K") issue
results from the fact that many computer programs were written using two,
rather than four, digits to identify the applicable year. As a result, computer
programs with time-sensitive software may recognize a two-digit code for any
year in the next century as related to this century. For example,"00", entered
in a date-field for the year 2000, may be interpreted as the year 1900,
resulting in system failures or miscalculations and disruptions of operations,
including, among other things,a temporary inability to process transactions or
engage in other normal business activities. While it is still too soon to state
positively that the Y2K transition has passed without mishap, we believe that
Y2K issues will not have a material adverse affect on our business.


                                    - 13 -
===============================================================================
<PAGE>

PART II   -  OTHER INFORMATION


Item 1.   LEGAL PROCEEDINGS

The Company is not 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

The Company issued the following securities during the quarter ended
March 31, 2001, which were not registered under the Securities Act of 1933,
as amended.


Item 3.   DEFAULTS UPON SENIOR SECURITIES

          None


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

          There have been no matters requiring a vote put forth during the
three months ended March 31, 2001.


Item 5.   OTHER INFORMATION

The company approved and filed for a name change to Viastar Holdings, Inc. and
a symbol change (OTC BB VIST.OB) as of January 21, 2001.

Item 6.   EXHIBIT AND REPORTS ON FORM 8-K

          a)   Exhibits

               None.

          b)   Reports on Form 8-K

               None.


                                    - 14 -
===============================================================================
<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:  May 24,2001                     By:  /s/ Zee Batal
                                            ------------------
                                                Zee Batal
                                                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 24,2001                     By:  /s/ Zee Batal
                                            ------------------
                                                Zee Batal
                                                Chief Executive Officer,
                                                and President


Date:  May 24,2001                     By:  /s/ Kenneth Yonika
                                            ------------------
                                                Kenneth Yonika, CPA
                                                Chief Financial Officer,
                                                and Director


                                    - 15 -
===============================================================================
<PAGE>