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 June 30, 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.
                          --------------------------
            (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 July 11, 2001, there were 1,001,550 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

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

           Statement of Operations for the Three Months
             Ended June 30, 2000 and 2001.......................   5

           Statement of Operations for the Six Months
             Ended June 30, 2000 and 2001.......................   5

           Statement of Cash Flows for the Six Months
             Ended June 30, 2000 and 2001........................  6

           Notes to Financial Statements
             as of June 30, 2001.................................  7

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


PART II    OTHER INFORMATION..................................... 10

Item 1:    Legal Proceedings..................................... 10

Item 2:    Changes in Securities................................. 10

Item 3:    Defaults Upon Senior Securities....................... 10

Item 4:    Submission of Matters to a Vote of Security Holders... 10

Item 5:    Other Information..................................... 10

Item 6(a): Exhibits.............................................. 10

Item 6(b): Reports on Form 8-K................................... 10

SIGNATURES....................................................... 11
</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.

Item 1.   Financial Statements


                             VIASTAR HOLDINGS,INC.
                         (A Development Stage Entity)

                             Financial Statements
                              as of June 30, 2001
                           and for the periods ended
                            June 30, 2000 and 2001
                                   and from
                          Inception (January 6, 1993)
                             through June 30, 2001


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

<CAPTION>
                                                          12/31/00    06/30/01
                                                         ---------   ---------
                                                                    (unaudited)
<S>                                                      <C>         <C>
                       ASSETS
     Current assets:
       Cash                                              $   7,641   $    -
       Due from related party                                 -           -
       Prepaid expenses                                       -           -
                                                         ---------   ---------
     Total current assets                                    7,641        -

     Screenplay rights, at cost                            150,000     100,000
                                                         ---------   ---------

     Total assets                                        $ 157,641   $ 100,000
                                                         =========   =========


       LIABILITIES AND STOCKHOLDERS'EQUITY (DEFICIT)
     Current liabilities:
       Accounts payable                                  $  15,179   $  52,903
       Related party advance                                50,000        -
       Line of Credit                                       81,250        -
       Amounts due officers and directors
       including salary                                    273,864      41,732
                                                         ---------   ---------
     Total current liabilities                             420,293      94,635

     Related party acquisition loan                        150,000     118,800

     Commitments and contingencies (See Note 2)               -           -

     Stockholders' equity (deficit):
       Common stock, $0.001 par value; 50,000,000 shares
         authorized; 7,922,500 and 9,927,500 shares issued
         and outstanding at December 31, 2000
         and June 30, 2001, respectively                     3,860       9,928
       Additional paid in capital                             -        702,522
       Subscription receivable                                -        (56,300)
       Deficit accumulated during development stage       (416,512)   (769,585)
                                                         ---------   ---------
     Total stockholders' equity (deficit)                 (412,652)   (103,435)
                                                         ---------   ---------

    Total liabilities and stockholders' equity (deficit) $ 157,641   $ 100,000
                                                         =========   =========

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

                                    -  4 -
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<PAGE>
                             VIASTAR HOLDINGS,INC.
                       (FORMERLY CLUBCHARLIE.COM, INC.)
                         (A Development Stage Entity)
<TABLE>
                           Statements of Operations
               For The Three Months Ended June 30, 2000 and 2001

<CAPTION>
                                        Three months ended
                                      ------------------------
                                       06/30/00      06/30/01
                                      ----------    ----------
                                     (unaudited)   (unaudited)
<S>                                   <C>           <C>
     Revenue                          $    -        $     -

     Costs and expenses
       Salaries and director's fees       75,000        12,000
       Marketing                           4,200          -
       Research and development            6,000          -
       Professional services               3,135         1,629
       General and administrative         15,360         1,762
       Write down of screenplay             -             -
                                      ----------    ----------
     Net Income (loss)                $ (103,695)   $  (15,391)
                                      ==========    ==========

     Net loss per share available
     to common stockholders:
       Basic and diluted              $   (0.03)    $   (0.00)
                                      ==========    ==========
     Weighted average number of
     common shares outstanding         3,860,000     9,610,750
                                      ==========    ==========

<FN>
       The accompanying notes are an integral part of these statements.
</TABLE>
<TABLE>
                           Statements of Operations
                For The Six Months Ended June 30, 2000 and 2001
                        and Inception to June 30, 2001

<CAPTION>
                                         Six months ended           Inception
                                      ------------------------    (01/06/93 to
                                       06/30/00      06/30/01       06/30/01)
                                      ----------    ----------     ----------
                                     (unaudited)   (unaudited)    (unaudited)
<S>                                   <C>           <C>            <C>
     Revenue                          $     -       $     -        $     -

     Costs and expenses
       Salaries and director's fees      150,000        49,500        399,500
       Marketing                           4,200          -            24,429
       Research and development            8,000          -            30,981
       Professional services              22,533        69,289        166,750
       General and administrative         21,333         8,082         97,925
       Write down of screenplay             -             -            50,000
                                      ----------    ----------     ----------
     Net Income (loss)                $ (206,066)   $ (126,871)    $ (769,585)
                                      ==========    ==========     ==========

     Net loss per share available
     to common stockholders:
       Basic and diluted              $   (0.05)    $   (0.02)     $   (0.25)
                                      ==========    ==========     ==========
     Weighted average number of
     common shares outstanding         3,860,000     8,209,750      3,072,990
                                      ==========    ==========     ==========

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

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


<CAPTION>
                                            Six months ended       Inception
                                         ---------------------   (01/06/93) to
                                         06/30/00     06/30/01      06/30/01
                                         ---------   ---------     ---------
                                        (unaudited) (unaudited)   (unaudited)
<S>                                      <C>         <C>           <C>
Cash flows from operating activities -
Net loss                                 $(206,066)  $(126,871)    $(769,585)
    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         -        167,500       373,560

    Changes in assets and liabilities -
      Decrease in current assets            13,581        -             -
      Increase in current liabilities      118,876     (53,829)       86,025
                                         ---------   ---------     ---------
Cash provided by (used in)
  operating activities                     (73,609)    (13,200)     (122,500)

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

Cash from financing activities -
  Loan to acquire screenplay rights           -           -          150,000
  Loan made from unrelated third party      81,250        -             -
  Payment on screenplay loan                  -           -          (31,200)
  Cash received for stock issued              -         13,200        53,700
  Common  stock issued from conversion
   of note payable                            -           -          100,000
                                         ---------   ---------     ---------
Cash provided by financing activities       81,250      13,200       272,500


Net increase in cash                         7,641        -             -

Cash, beginning of the period                 -           -             -
                                         ---------   ---------     ---------

Cash, end of the period                  $   7,641   $    -        $    -
                                         =========   =========     =========


<FN>
SUPPLEMENTAL INFORMATION:

     No interest or taxes were paid.

     425,000 shares of common stock were issued for services during the
six months ended June 30, 2001.

     750,000 shares of common stock were issued to an officer as compensation
for accrued salary during the six months ended June 30, 2001

     833,000 shares of common stock were issued for settlement of a note
payable during the six months ended June 30, 2001.
       The accompanying notes are an integral part of these statements.
</TABLE>

                                    -  6 -
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<PAGE>
                             VIASTAR HOLDINGS,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 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 the concentration of
ClubCharlie concept to an entity as a holding company for media and
entertainment businesses.  Subsequent to June 30, 2001, the company established
All4Entertainment, a wholly-owned subsidiary.

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. 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 former 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 June 30, 2001 for a total of
$75,000.


4.         SUBSEQUENT EVENT

The Company subsequent to June 30, 2001, contributed the screenplay rights and
all efforts related to the ClubCharlie concept to its wholly-owned subsidiary
All4Entertainment, Inc.  The Company has also begun efforts in acquiring media
and entertainment businesses in Europe and eventually the United States.


                                    -  7 -
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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.

We have not realized any revenue from operations. The Company generated no
revenues from operations during the quarter ended June 30, 2001 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 the one 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;
(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.

The Company also believes that other sources of income will come from mergers
and acquisitions of media and entertainment businesses.

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
June 30, 2001.  Current liabilities exceeded current assets by $94,635.


                                    -  8 -
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<PAGE>

As of June 30, 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 has borrowed funds from 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 June 30, 2001 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 period ending June 30, 2001, settled a $50,000 obligation with the
issuance of 833,000 shares of common stock.

EXPENSES.  During the three months ended June 30, 2001, the Company incurred
$12,000 in officer salary and directors fees (compared to $75,000 for the same
period in 2000), $0 in marketing costs (compared to $4,200 for the same period
in 2000), $0 in research and development (website) costs (compared to $6,000
for the same period in 2000), $1,629 in professional services (compared to
$3,135 for the same period in 2000), and $1,762 in general administrative
expenses (compared to $15,360 for the same period in 2000) a total decrease of
$88,304 or 85% 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.

EXPENSES.  During the six months ended June 30, 2001, the Company incurred
$49,500 in officer salary and directors fees (compared to $150,000 for the same
period in 2000), $0 in marketing costs (compared to $4,200 for the same period
in 2000) , $0 in research and development (website) costs (compared to $8,000
for the same period in 2000), $69,289 in professional services (compared to
$22,533 for the same period in 2000), and $ 8,082 in general administrative
expenses (compared to $21,333 for the same period in 2000) a total decrease of
$79,195 or 38% 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.


                                    -  9 -
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<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
June 30,2001, which were not registered under the Securities Act of 1933,
as amended.

833,000 shares of common stock to settle an outstanding obligation to an
individual at $0.06 per share.

A majority of the shareholders at a special shareholders meeting voted and
approved a 1 for 10 reverse stock split on June 21, 2001, to be effective as of
July 23, 2001.


Item 3.   DEFAULTS UPON SENIOR SECURITIES

          None


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

          None


Item 5.   OTHER INFORMATION

The Company and a majority of the shareholders approved and filed for a
1 for 10 reverse stock split as of June 21, 2001. The effective date was
July 23, 2001 for the reverse stock split.


Item 6.   EXHIBIT AND REPORTS ON FORM 8-K

          a)   Exhibits

               None.

          b)   Reports on Form 8-K

               None.


                                    - 10 -
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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:  August 14, 2001                 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:  August 14, 2001                 By:  /s/ George Malasek
                                            ---------------------
                                                George Malasek
                                                Chief Executive Officer and
                                                President


Date:  August 14,2001                  By:  /s/ Kenneth Yonika
                                            ---------------------
                                                Kenneth Yonika, CPA
                                                Director and
                                                Chief Financial Officer


                                   - 11 -
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