UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                 FORM 10-QSB


(Mark One)
[X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934
              For the quarterly period ended June 30, 2002

                                      OR

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934
              For the transition period from  _______ to ________

                       COMMISSION FILE NUMBER 000-28485
                       --------------------------------

                            VIASTAR HOLDINGS, INC.
                           -----------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

       2141 PALOMAR AIRPORT ROAD, SUITE 310, CARLSBAD, CALIFORNIA 92009
       ----------------------------------------------------------------
      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)               (ZIP CODE)


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

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

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

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes [X] No[ ]

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

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<PAGE>
<TABLE>
                             TABLE OF CONTENTS

                                                                 PAGE
<S>                                                              <C>
PART I   FINANCIAL INFORMATION ..................................  2

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

         Consolidated Balance Sheets ............................  4
         Consolidated Statement of Operations for the Three
         Months Ended June 30, 2002 and 2001 (unaudited) ........  5
         Consolidated Statement of Operations for the Six Months
           Ended June 30, 2002 and 2001 (unaudited) .............  5
         Consolidated Statement of Cash Flows for the Six Months
           Ended June 30, 2001 and 2002 (unaudited) .............  6

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

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


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

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

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

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

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

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

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

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

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

                                   -  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, 2002
                          and for the periods ended
                            June 30, 2002 and 2001
                                   and from
                         Inception (January 6, 1993)
                            through June 30, 2002

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

<CAPTION>
                                                         06/30/02    12/31/01
                                                         ---------   ---------
                                                        (unaudited)
<S>                                                     <C>         <C>
                       ASSETS
     Current assets:
       Cash                                              $   6,382   $    -
                                                         ---------   ---------
     Total current assets                                     -           -

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

     Total assets                                        $ 456,382   $ 450,000
                                                         =========   =========

       LIABILITIES AND STOCKHOLDERS' EQUITY

     Current liabilities:
       Accounts payable                                  $ 165,140      70,380
       Bank draft payable                                     -              6
       Due to officers and directors                       126,025      35,189
       Related party advance                                40,824        -
                                                         ---------   ---------
     Total current liabilities                             331,989     105,575

     Commitments and contingencies (See Note 2)               -           -

     Stockholders' equity:
       Common stock, $0.001 par value; 50,000,000 shares
       authorized; 5,961,846 issued and outstanding
       at June 30, 2002, and December 31, 2001              14,044      14,044
       Additional paid in capital                        1,271,816   1,271,816
       Deficit accumulated during development stage     (1,161,467)   (941,435)
                                                         ---------   ---------
     Total stockholders' equity                            124,393     344,425
                                                         ---------   ---------

    Total liabilities and stockholders' equity (deficit) $ 456,382   $ 450,000
                                                         =========    ========

<FN>
       The accompanying notes are an integral part of these statements.
</TABLE>
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<PAGE>
                    VIASTAR HOLDINGS, INC. AND SUBSIDIARY
                         (A Development Stage Entity)
<TABLE>
                    Consolidated Statements of Operations

<CAPTION>
                                           Three months ended
                                         ----------------------
                                         06/30/02      06/30/01
                                         ---------    ---------
                                        (unaudited)   (unaudited)
<S>                                      <C>          <C>
     Revenue                             $    -       $    -

     Costs and expenses
       General and administrative          137,596       15,391
                                         ---------    ---------
     Net income (loss)                   $(137,596)   $ (15,391)
                                         =========    =========

     Net loss per share available
     to common stockholders:
       Basic and diluted                 $  (0.03)    $  (0.02)
                                         =========    =========
     Weighted average number of
     common shares outstanding           5,146,846      961,075
                                         =========   ==========
</TABLE>
<TABLE>
                                           Six months ended         Inception
                                         ---------------------    (01/06/93 to
                                         06/30/02      06/30/01     06/30/02)
                                         ---------    ---------    -----------
                                        (unaudited)  (unaudited)   (unaudited)
<S>                                      <C>          <C>          <C>
     Revenue                             $    -       $    -       $      -

     Costs and expenses
       General and administrative          220,032      126,871      1,252,512
                                         ---------    ---------    -----------
     Net income (loss)                   $(220,032)   $(126,871)   $(1,252,512)
                                         =========    =========    ===========
     Net loss per share available
     to common stockholders:
       Basic and diluted                 $  (0.04)    $  (0.20)
                                         =========    =========
     Weighted average number of
     common shares outstanding           5,146,846      820,975
                                         =========    =========

<FN>
       The accompanying notes are an integral part of these statements.
</TABLE>
                                   -  5 -
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<PAGE>
                    VIASTAR HOLDINGS, INC. AND SUBSIDIARY
                         (A Development Stage Entity)
<TABLE>
                    Consolidated Statements of Cash Flows

<CAPTION>
                                           Six months ended         Inception
                                         ---------------------    (01/06/93 to
                                         06/30/02      06/30/01     06/30/02)
                                         ---------    ---------    -----------
                                        (unaudited)  (unaudited)   (unaudited)
<S>                                      <C>          <C>          <C>
Cash flows from operating activities
  Net loss                               $(220,032)   $(126,871)   $(1,252,512)
    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          -         167,500        469,560
    (Increase)/decrease in notes
      receivable                              -            -          (350,000)
    Increase/(decrease) in related
      party advances                        40,824         -            40,824
    Increase/(decrease) in current
      liabilities                          185,590      (53,829)       382,210
                                         ---------    ---------    -----------
Cash from (used in) operating activities     6,382      (13,200)      (422,418)

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

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

  Net increase in cash                       6,382         -             6,382
  Cash, beginning of the period               -            -              -
                                         ---------    ---------    -----------
  Cash, end of the period                $   6,382    $    -       $     6,382
                                         =========    =========    ===========

Supplemental information:

No interest or taxes were paid.

<FN>
       The accompanying notes are an integral part of these statements.
</TABLE>
                                   -  6 -
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<PAGE>
                    VIASTAR HOLDINGS, INC. AND SUBSIDIARY
                         (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 and the Company also changed its
name to ClubCharlie.com, Inc.  On January 22, 2001 the Company changed its
name to ViaStar Holdings, Inc. reflecting its change from concentration on the
ClubCharlie concept to a holding company focused on media and entertainment
businesses.  The Company during July 2001 established All4Entertainment, Inc.
a wholly owned subsidiary to handle the production and development of the
screenplay rights to the ClubCharlie concept.  The Company approved and
executed a 10 for 1 reverse split on July 23, 2001.

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


2.         COMMITMENTS AND CONTINGENCIES

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


3.         RELATED PARTY TRANSACTIONS

The Company during the six months ended June 30, 2002 borrowed approximately
$40,824 various related parties.

4.         MERGER TERMINATION

The Company previously announced its intent on merging with Montage Media &
Capital (Montage). The Company and Montage agree that with the current state of
the financial markets that it would not be in the best interest to combine the
entities at this time. However the Company and the management of Montage will
continue to work together on various projects and objectives within the media
and entertainment field.


                                   -  7 -
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Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND PLAN OF OPERATIONS

SECURITIES LITIGATION REFORM ACT.

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

PLAN OF OPERATIONS.

The Company generated no revenues from operations during the six months ended
June 30, 2002 and management does not anticipate any operating revenue until
following the completion and production of the movie and the Internet affinity
program and/or the acquisition of media and entertainment businesses either in
Europe or the United States.

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

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

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

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

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

LIQUIDITY AND CAPITAL RESOURCES.  The Company had a cash balance of $6,382 as
of June 30, 2002.  Current liabilities exceeded current assets by $325.607.

As of June 30, 2002, the Company had no material commitments for capital
expenditures. The Company is dependent upon its ability to raise additional
financing through various means. As of June 30, 2002 the Company has not been
able to raise any further capital. It has been able to pay some obligations
through short-term loans. The Company during the year ended December 31, 2001,
settled a $50,000 obligation with the issuance of 833,000 shares of common
stock.

EXPENSES.  During the three months ended June 30, 2002, the Company incurred
$69,000 in officer's salary and directors' fees (compared to $12,000 for the
same period in 2001), and $43,908 in professional services (compared to $1,629
for the same period in 2001). These costs were included in total general and
administrative costs of $137,596 (compared to $15,391 for the same period in
2001) a total increase of $122,205 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, 2002, the Company incurred
$95,000 in officers' salary and directors' fees (compared to $49,000 for the
same period in 2001), and $74,816 in professional services (compared to $69,289
for the same period in 2001). These costs were included in total general and
administrative costs of $220,032 (compared to $126,871 for the same period
in 2001) a total increase of $93,161 or 73% 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.

                                   -  8 -
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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 Pursuant to Section 906
                         of the Sarbanes-Oxley Act of 2002

          b)   Reports on Form 8-K

               None.

                                   -  9 -
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                                  SIGNATURES


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


Date:  August 20, 2002                          By: /s/ George Malasek
                                                ------------------------
                                                George Malasek
                                                Chief Executive Officer and
                                                President


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


Date:  August 20, 2002                          By: /s/ George Malasek
                                                ------------------------
                                                George Malasek
                                                Chief Executive Officer and
                                                President

Date:  August 20, 2002                          By: /s/ Kenneth Yonika
                                                ------------------------
                                                Kenneth Yonika
                                                Chief Financial Officer
                                                Treasurer, and Secretary

                                   - 10 -
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