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, 2003

                                      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.)

        10600 Wilshire Blvd., Suite 501 Los Angeles, California   90024
       ----------------------------------------------------------------
      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)               (ZIP CODE)


REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (310) 475-7510

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 April 30, 2003, there were 5,146,896 shares of the Registrant's common
stock, $.001 par value per share, issued and outstanding.

===============================================================================

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

Item 1.    Financial Statements.....................................   4

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

           Consolidated Statement of Operations for the Three
             Months Ended March 31, 2002 and 2003 (unaudited) ......   5

           Consolidated Statement of Cash Flows for the Three Months
             Ended March 31, 2002 and 2003 (unaudited)..............   6

           Notes to Consolidated Financial Statements
             as of March 31, 2003...................................   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 -
==============================================================================

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.

                                    -  3 -
===============================================================================

Item 1.    Financial Statements


                    VIASTAR HOLDINGS, INC.AND SUBSIDIARIES
                         (A Development Stage Company)
                    Financial Statements as of March 31,2003 and
                  for the period ended March 31, 2003 and 2002 and
                from Inception (January 6, 1993) through March 31, 2002


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

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

     Notes receivable                                    373,086       373,086
     Organization costs                                    2,000         2,000
     Screenplay rights, at cost                          100,000       100,000
                                                     -----------   -----------

     Total assets                                    $   475,086   $   475,086
                                                     ===========   ===========

       LIABILITIES AND STOCKHOLDERS' EQUITY
     Current liabilities:
       Accounts payable                              $   283,471   $   276,701
       Bank draft payable                                   -             -
       Due to officers and directors                     410,312       335,312
       Related party advance                              51,002        51,002
                                                     -----------   -----------
     Total current liabilities                           745,785       663,015


     Stockholders' equity:
       Common stock, $0.001 par value;
         50,000,000 shares authorized;
         5,146,896 issued and outstanding
         at March 31, 2003, and December 31, 2002         14,044        14,044
       Additional paid in capital                      1,271,816     1,271,816
       Deficit accumulated during development stage   (1,555,559)   (1,473,789)
                                                     -----------   -----------
     Total stockholders' equity (deficit)               (270,134)     (187,929)
                                                     -----------   -----------

    Total liabilities and stockholders' equity       $   475,086   $   475,086
                                                     ===========   ===========

<FN>
       See Accountants' Reports and Notes to Financial Statements.
</TABLE>

                                    -  4 -
==============================================================================

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

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

     Costs and expenses
       General and administrative            81,770       82,436         1,554,759
                                         ----------   ----------       -----------
     Net income (loss) before
       Other income                         (81,770)     (82,436)       (1,554,759)

     Other income (expense)
       Interest income                         -            -                 -
                                         ----------   ----------       -----------

Provisions for income taxes                    -            -                  800
     Net income (loss)                   $  (81,770)  $  (82,436)      $(1,555,559)
                                         ==========   ==========       ===========

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

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

<FN>
See Accountants' Reports and Notes to Financial Statements.
</TABLE>

                                    -  5 -
==============================================================================

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

<CAPTION>
                                            Three months ended       Inception
                                         -----------------------   (01/06/93 to
                                          03/31/03     03/31/02      03/31/03)
                                         ----------   ----------   -----------
<S>                                      <C>          <C>          <C>
Cash flows from operating activities
  Net loss                               $  (81,770)  $  (82,436)  $(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         -            -          560,605
      (Increase)/decrease in notes
        receivable                             -            -         (319,788)
      Increase/(decrease) in related
        party advances                         -            -           46,628
      Increase/(decrease) in current
        liabilities                          81,770       62,060       406,422
                                         ----------   ----------   -----------
Cash from (used in) operating activities       -          20,596      (426,796)

Cash flows used in investing activities
  Investment in subsidiary                     -            -         (102,000)
  Acquisition of screenplay rights             -            -         (150,000)
                                         ----------   ----------   -----------
Cash used in investing activities              -            -         (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                           -            -             -
Cash, beginning of the period                  -            -             -
                                         ----------   ----------   -----------
Cash, end of the period                  $     -      $     -      $      -
                                         ==========   ==========   ===========

Supplemental information:

No interest or taxes were paid.

<FN>
       See Accountants' Reports and Notes to Financial Statements.
</TABLE>

                                    -  6 -
==============================================================================

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

                      Notes to the Financial Statements


NOTE 1.   HISTORY AND ORGANIZATION OF THE COMPANY

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 increased its authorized capital to 25,000,000 common shares. The change
of no par value common shares to par value of $0.001, and a forward stock split
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 changed its name to ClubCharlie.com, Inc. 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.


NOTE 2.   ACCOUNTING POLICIES AND PROCEDURES

A.   BASIS OF ACCOUNTING

The Company uses the accrual method of accounting. The Company has elected a
December 31, year end.

B.   BASIC EARNINGS (LOSS) PER SHARE

In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for
earnings (loss) per share for entities with publicly held common stock.  SFAS
No. 128 supersedes the provisions of APB No. 15, and requires the presentation
of basic earnings (loss) per share and diluted earnings (loss) per share.  The
Company has adopted the provisions of SFAS No. 128 effective January 6, 1993
(inception).

Basic net loss per share amounts is computed by dividing the net income by the
weighted average number of common shares outstanding.  Diluted earnings per
share are the same as basic earnings per share due to the lack of dilutive
items in the Company.

C.   CASH EQUIVALENTS

The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.

D.   USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

E.   INCOME TAXES

The Company accounts for income taxes using the asset and liability method.
Under the asset and liability method, deferred income taxes are recognized for
the tax consequences of "temporary differences" by applying enacted statutory
tax rates applicable to future years to differences between the financial
statement carrying amounts and the tax bases of existing assets and
liabilities.  Deferred tax assets are reduced by a valuation allowance when, in
the opinion of management, it is more likely than not that some portion or all
of the deferred tax assets will not be realized.

F.   RESEARCH AND DEVELOPMENT

Research and development costs related to the Company's website are expensed as
incurred as required by Statement of Financial Accounting Standards No. 2,
"Accounting for Research and Development Costs," and EITF 00-2 "Accounting for
Website Development Costs".

G.   STOCK-BASED COMPENSATION

In accordance with the provisions of Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation," (FAS 123), the
Company has elect to follow Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," (APB 25) and related
interpretations in accounting for its employee stock options plans. Under APB
25, if the exercise price of the Company's employee stock options equals or
exceeds the fair value of the underlying stock on the date of grant, no
compensation is recognized.

H.   CONCENTRATION OF CREDIT RISK

The Company maintains cash and cash equivalents with a single financial
institution. The Company performs evaluations of the relative credit standing
of the financial institution. The Company has no sustained losses from these
instruments.


NOTE 3.   NOTES RECEIVABLE

The Company issued 3,500,000 shares of common stock to an affiliate of an
officer and a director of the Company secured by a recourse note receivable.
The Company expects to convert one note against services and cancel the other
in the second quarter. Management believes that payment will be converted
against services received either by one subscribers and or that the shares and
the associated notes will be cancelled in its entirety prior to the second
quarter end.


NOTE 4.   INVESTMENT IN SUBSIDIARY

The Company transferred its rights to the screenplay "The Misadventures of
Charlie Chance" to All4 Entertainment, Inc. in exchange for 100% of its common
stock.  The Company plans to continue marketing and promoting the screenplay
through this wholly owned subsidiary.


NOTE 5.   WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares
of common stock or preferred stock.


NOTE 6.   GOING CONCERN

The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has minimal current source of revenue. Without
realization of additional capital, it would be unlikely for the company to
continue as a going concern. It is management's plan to seek additional capital
through the sale of its securities through private placements.


NOTE 7.   INCOME TAXES

                                              As of December  31,
                                               2002         2001
                                            ----------   ----------
          Deferred tax assets:
          Net operating tax carryforwards   $  320,088   $  320,088
          Other                                  -0-          -0-
          Gross deferred tax assets            320,088      320,088
          Valuation allowance                 (320,088)    (320,088)
                                            ----------   ----------
          Net deferred tax assets           $    -0-     $    -0-
                                            ==========   ==========

Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carry
forwards are expected to be available to reduce taxable income.  As the
achievement of required future taxable income is uncertain, the Company
recorded a valuation allowance.


NOTE 8.   SCHEDULE OF NET OPERATING LOSSES

          1997     Net Operating Loss       (2,310)
          1998     Net Operating Loss       (1,100)
          1999     Net Operating Loss     (207,036)
          2000     Net Operating Loss     (432,268)
          2001     Net Operating Loss     (298,721)
          2002     Net Operating Loss     (532,354)
                                        ----------
          Net Operating Loss            (1,473,789)
                                        ==========

As of December 31, 2002, the Company has a net operating loss carryforward of
approximately $ 941,435, which will expire 20 years from the date the loss was
incurred.

                                   -  8 -
==============================================================================


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.

On July 12, 2001, Mr. Zee Batal resigned his positions as Chief Executive
Officer and Chairman of the Board. Upon resignation of Mr. Batal, Mr. George
Malasek was appointed Chief Executive Officer and Chairman of the Board. Mr.
Batal was subsequently appointed as President of Viastar Holdings. Mr. Batal
also heads the operations of All4.  On February 25, 2003 David Dadon joined
the Company as Chairman. Management believes that opportunities to create
value and revenue exist both domestically and internationally. The Company
generated no revenues from operations during the period ended March 31, 2003.

The Company has begun its efforts in the acquisition of film and media
properties.

The Company's capital is limited. The Company anticipates operational costs
will be limited until such time as a business opportunity has been acquired or
the planned production of the film has commenced.

We believe that the main sources of our revenue based upon our current business
plan 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) commission or other compensation received from
the sale of our products or our corporate partners' products and services;
iii)fees and commissions from providing film financing.

Our success is materially dependent upon our ability to satisfy additional
financing requirements. In order to satisfy our requisite budget, management
has held and continues to conduct negotiations with various investors. We
anticipate that these negotiations may result in a change of the company
capital structure. Financial resources may never be adequate enough to
support our operations involves due to certain risks and uncertainties.
We anticipate that we will need to raise additional capital to develop,
promote and conduct our operations. Such 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 at all. 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 no cash as of March 31, 2003.  The Company has maintained payments of
vendors from the borrowings of its officers and directors or through the
receipt of subscriptions receivable of common stock.

As of March 31, 2003, the Company had no material commitments for capital
expenditures. The Company is dependent upon its ability to raise additional
financing through various means.

Expenses.  During the three months ended March 31, 2003, the Company incurred
$75,000 in officers' salary and directors' fees, compared to $30,000 for the
same period in 2002), and $5,500 in professional services, compared to $14,630
for the same period in 2002). These costs were included in total general and
administrative costs of $81,770 (compared to $82,436 for the same period in
2002) a total decrease of $666 or 1% 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.

                                    - 11 -
==============================================================================


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, 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 -
===============================================================================


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 -
===============================================================================


                                  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 20, 2003                    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:  May 20, 2003                    By:  /s/ George Malasek
                                            -----------------------------------
                                            George Malasek
                                            Chief Executive Officer



Date:  May 20, 2003                    By:  /s/ Ziad Batal
                                            -----------------------------------
                                            Ziad Batal
                                            President, Chief Financial Officer,
                                            Treasurer, and Secretary

                                    - 14 -
===============================================================================


                                EXHIBITS INDEX

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.


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


                                  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: May 20, 2003

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


                                    - 15 -
===============================================================================


                                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: May 20, 2003

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


===============================================================================


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: May 20, 2003

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


===============================================================================