SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 FORM 10-QSB

[X]    Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
       Act of 1934

                      For Quarter Ended: March 31, 2001

                                      OR

[ ]    Transition Report Pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934

                        Commission File No. 33-18143-D

                             USAOneStar.Net, Inc.
            (Exact name of registrant as specified in its charter)


             Nevada                                   87-0449399
   (State of incorporation)              (I.R.S. Employer Identification No.)

                       1 Executive Boulevard, Suite LL1
                          Owensboro, Kentucky 42301
                                (270) 683-9090
        (Address and telephone number of principal executive offices
                       and principal place of business)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 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, 2001, the registrant had a total of 15,005,000 shares of
common stock issued and outstanding.

<PAGE>

                        PART I: FINANCIAL INFORMATION

ITEM 1:  FINANCIAL STATEMENTS

     The following financial information for the nine months ended March 31,
2001 and 2000 is unaudited.  In the opinion of management, this financial
information includes all adjustments consisting of normal recurring entries
necessary for the fair presentation of such data.  The results of operations
for the nine months ended March 31, 2001, are not necessarily indicative of
results to be expected for any subsequent period.






<PAGE> 2




                             USAOneStar.Net, Inc.

                             Financial Statements

                                March 31, 2001

<PAGE> 3


                             USAOneStar.Net, Inc.
                                Balance Sheets



                                    ASSETS

                                                   March 31,      November 30,
                                                     2001            2000
                                                 --------------- -------------
                                                   (Unaudited)
Current Assets
  Cash and Cash Equivalents                      $            -  $         64
  Accounts Receivable (Net of Allowance of
    $19,572 & $43,500, Respectively)                     26,151        43,528
  Employee Receivable                                     1,000         1,000
  Inventory                                              16,999        16,999
                                                 --------------- -------------

Total Current Assets                                     44,150        61,591
                                                 --------------- -------------

Property & Equipment, Net                               106,198       126,420
                                                 --------------- -------------
Other Assets
  Deposits                                                    -         1,360
                                                 --------------- -------------

    Total Assets                                 $      150,348  $    189,371
                                                 =============== =============


                LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Bank Overdrafts                                $       10,742  $          -
  Accounts Payable                                       99,273       147,207
  Accounts Payable - Related Party                       28,966             -
  Accrued Expenses                                       51,154        26,247
  Deferred Revenue                                      319,251       356,468
  Current Portion of Long Term Liabilities               32,741        35,075
                                                 --------------- -------------

Total Current Liabilities                               542,127       564,997
                                                 --------------- -------------
Long Term Liabilities
  Notes Payable - Related Party                         581,252       423,752
  Notes Payable                                               -        20,000
  Lease Obligation                                       63,652        66,616
  Less: Current Portion                                 (32,741)      (35,075)
                                                 --------------- -------------

Total Long Term Liabilities                             612,163       475,293
                                                 --------------- -------------

    Total Liabilities                                 1,154,290     1,040,290
                                                 --------------- -------------

Stockholders' Equity
  Common Stock, Authorized 200,000,000 Shares
   of $.001 Par Value, Issued and Outstanding
   15,005,000 and 1,000,000, Respectively                15,005         1,000
  Additional Paid in Capital/(Discount on Stock)        (42,971)            -
  Retained Earnings(Deficit)                           (975,976)     (851,919)
                                                 --------------- -------------

Total Stockholders' Equity                           (1,003,942)     (850,919)
                                                 --------------- -------------

    Total Liabilities and Stockholders' Equity   $      150,348  $    189,371
                                                 =============== =============

<PAGE> 3
<TABLE>
<CAPTION>

                             USAOneStar.Net, Inc.
                           Statement of Operations
                                 (Unaudited)


                               For the three For the three For the nine  For the nine
                               months ended  months ended  months ended  months ended
                               March 31,     March 31,     March 31,     March 31,
                               2001          2000          2001          2000
                               ------------- ------------- ------------- -------------
<S>                            <C>           <C>           <C>           <C>
Revenues                       $    154,706  $          -  $    306,243  $          -

Cost of Sales                        11,488             -        71,416             -
                               ------------- ------------- ------------- -------------

Gross Profit                        143,218             -       234,827             -

Expenses
  Selling Expenses                   27,860             -       122,389             -
  General & Administrative1          34,080             -     1,046,644             -
                               ------------- ------------- ------------- -------------

    Total Expenses                  161,940             -     1,169,033             -
                               ------------- ------------- ------------- -------------

Net Operating Loss                  (18,722)            -      (934,206)            -

Other Income(Expense)
  Interest Expense                  (19,520)            -       (41,770)            -
                               ------------- ------------- ------------- -------------

    Total Other Income(Expense)     (19,520)            -       (41,770)            -
                               ------------- ------------- ------------- -------------

Net Income (Loss)              $    (38,242) $          -  $   (975,976) $          -
                               ============= ============= ============= =============

Net Loss Per Share             $      (0.00) $          -  $      (0.13) $          -
                               ============= ============= ============= =============
Weighted Average Shares
 Outstanding                     15,005,000             -     7,355,683             -
                               ============= ============= ============= =============


</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>



                             USAOneStar.Net, Inc.
                           Statement of Cash Flows
                                 (unaudited)

                                                        For the nine months ended
                                                                 March 31,
                                                             2001          2000
                                                      -------------- -------------
<S>                                                   <C>            <C>
Cash Flows from Operating Activities

  Net Loss                                            $    (975,976) $          -
  Adjustments to Reconcile Net Loss to Net Cash
    Provided by Operations:
  Stock Issued for Services                                   1,000             -
  Depreciation & Amortization                                42,460             -
  Bad Debt Expense                                           19,572             -
  Increase in Receivables                                   (46,723)            -
  Increase in Inventory                                     (16,999)            -
  Increase in Accounts Payable(net of acquisition)          110,015             -
  Increase in Accrued Expenses                               51,154             -
  Increase in Deferred Revenue                              319,251             -
                                                      -------------- -------------

  Net Cash Provided(Used) by Operating Activities          (496,246)            -
                                                      -------------- -------------

Cash Flows from Investing Activities
  Purchase of Equipment                                    (148,658)            -
                                                      -------------- -------------

  Net Cash Provided(Used) by Investing Activities          (148,658)            -
                                                      -------------- -------------
Cash Flows from Financing Activities
  Proceeds from Debt financing                              742,676             -
  Payments for Debt financing                               (97,772)            -
                                                      -------------- -------------

  Net Cash Provided(Used) by Financing Activities           644,904             -
                                                      -------------- -------------

Increase (Decrease) in Cash                                       -             -
                                                      -------------- -------------
Cash and Cash Equivalents at Beginning of Period                  -             -
                                                      -------------- -------------
Cash and Cash Equivalents at End of Period            $           -  $          -
                                                      ============== =============

Cash Paid For:
  Interest                                            $      12,011  $          -
  Income Taxes                                        $           -  $          -


<PAGE> 5
</TABLE>



                             USAOneStar.Net, Inc.
                      Notes to the Financial Statements
                                March 31, 2001



GENERAL
-------

USAOneStar.Net, Inc.(the Company) has elected to omit substantially all
footnotes to the financial statements for the nine months ended March 31, 2001
since there have been no material changes (other than indicated in other
footnotes) to the information previously reported by the Company in their
Current Report filed on the Form 8-K in December 2000.

ACQUISITION
-----------

On December 8, 2000, the Company completed an agreement and plan of
reorganization between Corvallis, Inc. a public Nevada corporation and the
Company a private Texas corporation.  Corvallis, Inc. issued 13,500,000 shares
of common stock valued at $13,500 for all of the common stock of the Company.
The transaction was recorded as a reverse acquisition; therefore the Company
becomes the accounting survivor.

UNAUDITED INFORMATION
---------------------

The information furnished herein was taken from the books and records of the
Company without audit.  However, such information reflects all adjustment
which are, in the opinion of management, necessary to properly reflect the
results of the interim period presented.  The information presented is not
necessarily indicative of the results from operations expected for the full
fiscal year.


<PAGE> 6

      In this report references to "USAStar," "we," "us," and "our" refer to
USAOneStar.Net, Inc.

                          FORWARD LOOKING STATEMENTS

      This Form 10-QSB contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.  For this
purpose any statements contained in this Form 10-QSB that are not statements
of historical fact may be deemed to be forward-looking statements.  Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or comparable terminology are intended
to identify forward-looking statements.  These statements by their nature
involve substantial risks and uncertainties, and actual results may differ
materially depending on a variety of factors, many of which are not within
USAStar's control.  These factors include but are not limited to economic
conditions generally and in the industries in which USAStar may participate;
competition within USAStar's  chosen industry, including competition from much
larger competitors; technological advances and failure by USAStar to
successfully develop business relationships.


ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS


     USAStar, doing business as USAStar.Net, Inc., provides educational
Internet services and eCommerce solutions.  As part of these services we offer
Internet access, web site hosting and web-based applications.  We employ a
network marketing system to sell our products to customers and independent
distributors, and we rely on our distributors to sponsor new distributors.

Reverse Merger Treatment

     In December 2000 Corvallis, Inc. merged with USAOneStar.Net, Inc., a
Texas corporation ("USAStar Texas"), with Corvallis as the surviving entity
following the statutory merger.  As a result of the merger, Corvallis acquired
the business operations, products and assets of USAStar Texas and changed its
name to USAOneStar.Net, Inc.  In conformance with generally accepted
accounting principles, the merger has been accounted for as a "reverse merger"
and the accounting survivor is USAStar Texas.

      The reverse merger was completed pursuant to the statutory requirements
of Texas and Nevada through the exchange of 13,500,000 shares of the Corvallis
common stock for all the outstanding stock of USAStar Texas.  For tax
purposes, the merger was a tax free exchange pursuant to Section 368 (a)(1)
(A) of the Internal Revenue Code.  For accounting purposes, USAStar Texas was
acquired for approximately 13.5 million shares valued at $13,500.  In summary,
Corvallis had no commercial operations until it merged with USAStar Texas in
December of 2000 and USAStar Texas had been in business only since July 21,
2000.

Results of Operations.

     Our fiscal year ends June 30th and the following discussions are based on
the consolidated financial statements of Corvallis, Inc. and USAStar Texas for
the three month and nine month periods ended March 31, 2001.  No comparative
data for the 2000 periods can be presented because Corvallis had no operations
during fiscal years 2000 and 1999 and USAOne Star Texas did not begin
operations until July of 2000.

<PAGE> 8


                                            Three months       Nine months
                                            Ended March 31,    Ended March 31,
                                            2001               2000
                                            ----------------   --------------
Revenues                                    $       154,706    $     306,243
Cost of sales                                        11,488           71,416
                                            ----------------   --------------
Gross profit                                        143,218          234,827

Expenses
   Selling                                           27,860          122,389
   General & administrative                         134,080        1,046,644
                                            ----------------   --------------
       Total expenses                               161,940        1,169,033

Net loss from operations                            (18,722)        (934,206)

       Total other income (expense)                 (19,520)         (41,770)

Net loss                                    $       (38,242)   $    (975,976)

Net loss per share                                     0.00            (0.13)

     We receive revenues from the sale of Internet access, web-based
applications and from continual hosting of our client's web sites.  Our
revenues are also related to new independent representatives joining the
USAStar network marketing program and the corresponding growth in our customer
base.  Pursuant to the SEC Staff Accounting Bulletin No. 101 our revenues
related to agreements for web-based applications and web site hosting are
recognized ratably over the initial term of the contract.  Monthly charges for
Internet access are recognized when billed.  Revenues for the third quarter
ended March 31, 2001 increased $30,215 compared to the revenues for the second
quarter ended December 31, 2000.  Our revenues have increased each quarter
since our inception in July 2000.

     Cost of sales consist of the cost of finished products purchased from
third-party vendors.  Cost of sales were 7.4%  of revenues for the third
quarter compared to 23.3% of revenues for the nine month period ended March
31, 2001.  We recorded $59,928 of the nine month period cost of sales during
the second quarter and these costs were related to the purchase of finished
products required to launch our network marketing program.  The decrease in
cost of sales during the third quarter resulted in an increase in gross profit
of $78,655 for that third quarter compared to the second quarter.

     Selling expenses include independent representative commissions,
marketing and customer service expenses.  Selling expenses decreased $54,161
in the third quarter compared to the second quarter.  The higher selling
expenses in the second quarter were related to growth in our network marketing
program.

     General and administrative expenses include general office expense,
management and employee's salaries, and other support systems for our
independent representative network.  These expenses decreased $323,959 in the
third quarter compared to the second quarter and exceeded revenues by $740,401
for the nine month period.  The higher second quarter general and
administrative expense were related to the launch of our web site,
www.usastar.net, and the accompanying increase in independent representative

                                      9
<PAGE>

applications which were processed as the network marketing program grew.

     Our net loss was $38,242 for the third quarter compared to $497,747 for
the second quarter.  For the nine month period we have recorded a $0.13 loss
per share.

Seasonal Aspects

     In the network marketing industry, the summer months of June, July and
August, and the holiday months of November and December are relatively soft.
However, in our short operating history we are unsure how the industry-wide
fluctuations will affect our business in the future.

Liquidity and Capital Resources

      We have funded our cash requirements primarily through revenues and
loans.  For the nine month period ended March 31, 2001 we had no cash on hand
and $150,348 in total current assets compared to $64 cash on hand and $189,371
total current assets for the six month period ended November 30, 2000, the
period prior to the merger with Corvallis.  Our total current liabilities were
$542,127 for the nine month period, with $319,251 allocated to deferred
revenue compared to total current liabilities of $564,997, with $356,468
allocated to deferred revenue, for the period ended November 30, 2000.

     As of November 30, 2000 our principal commitments consisted of operating
leases of  $1,725 per month for office space and $795 per month for living
quarters for four of our employees.  Future minimum lease payments totaled
$58,380 through the year 2003.  Future minimum principal payments on long term
liabilities and computer equipment leases totaled $510,368 through 2005.

     Net cash used for operations in the nine month period was $496,246 and
net cash used by investing activities was $148,658.  Cash flows provided by
financing activities was $664,904 for the nine month period, which primarily
came from debt financing.

     Our future cash flows will be dependent on a number of factors,
including:
     .    Our ability to encourage our independent representatives to sponsor
          new representatives and increase their own personal use of our
          products and services;
     .    Our ability to promote web site hosting to our customers and
          independent representatives;
     .    Our ability to develop successful new product lines and services;
     .    Effects of regulatory changes, if any; and
     .    Our ability to establish name brand recognition in our markets.

Actual costs and revenues could vary from the amounts we expect or budget,
possibly materially, and those variations are likely to affect how much
additional financing we will need for our operations.

     Management believes that our cash needs for at least the next twelve
months can be met by revenues and by private placements of our common stock.
We intend to issue such stock pursuant to exemptions provided by federal and
state securities laws.  The purchasers and manner of issuance will be
determined according to our financial needs and the available exemptions.  We
do not currently intend to make a public offering of our stock.  We also note
that if we issue more shares of our common stock our shareholders may
experience dilution in the value per share of their common stock.

     In anticipation of a private offering, we have entered into an exclusive
placement agent agreement

                                      10
<PAGE>

with WestPark Capital, Inc., an investment banking firm located in Los
Angeles, California.  This agreement has a term of twelve months, expiring in
January 2002, or upon completion of an offering, which ever occurs first.  The
agreement provides for automatic renewal for three month periods and may be
terminated with thirty (30) days written notice to terminate prior to renewal.
We are not obligated to pay any fees under the agreement until we have
completed an offering.

     If we fail to raise the necessary funds through private placements, we
anticipate we will require debt financing.  We have not investigated the
availability, source and terms for external financing at this time and we can
not assure that funds will be available from any source, or, if available,
that we will be able to obtain the funds on terms agreeable to us.  Also, the
acquisition of funding through the issuance of debt could result in a
substantial portion of our cash flows from operations being dedicated to the
payment of principal and interest on the indebtedness, and could render us
more vulnerable to competitive and economic downturns.


                         PART II:  OTHER INFORMATION

ITEM 5: OTHER INFORMATION

     In May 2001 USAStar entered into an agents agreement with Palladium
Communications under which we will act as a non-exclusive independent
marketing agent for Palladium's services and products.  Palladium provides
business and residential customers with local telephone services at lower
prices than local exchange carriers, such as Regional Bell Operating
Companies, GTE, etc.  This agreement will allow our independent
representatives to offer local dial tone, Internet, flat-rate wireless and
flat-rate long-distance services to homeowners and small- to mid-sized
businesses throughout the 48 contiguous United States at reduced prices.


ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Part II Exhibits.

Exhibit  Description

2.1      Agreement and Plan of Reorganization between Corvallis and USAStar
         Texas, dated October 31, 2000 (Incorporated by reference to exhibit
         2.1 of Form 10-Q filed on November 14, 2000.)

3.1      Articles of Incorporation (Incorporated by reference to exhibit 4 of
         Form S-18 filed on November 9, 1987.)

3.2      Articles of Merger filed December 8, 2000, as amended (Incorporated
         by reference to exhibit 3.1 of Form 8-K, filed January 12, 2001.)

3.3      Bylaws (Incorporated by reference to exhibit 5 of Form S-18 filed on
         November 9, 1987.)

                                      11
<PAGE>


3.4      Resolution dated October 20, 2000 amending bylaws (Incorporated by
         reference to exhibit 3.1 of Form 10-Q filed on November 14, 2000.)

10.1     Agreement between Net Related, Inc. and USA Star L.L.C., dated May
         15, 2000. (Incorporated by reference to exhibit 10.1 of Form 10-Q
         filed on February 14, 2001.)

10.2     Agreement between Virtual City Vision, Inc. and USAOneStar.Net, Inc.
         dated September 18, 2000.  (Incorporated by reference to exhibit 10.2
         of Form 10-Q filed on February 14, 2001.)

(b)  Reports on Form 8-K.

     On January 12, 2001 we filed an amended current report on Form 8-K under
Items 1, 2, 5 and 7 regarding the merger of Corvallis, Inc. with
USAOneStar.Net, a Texas corporation.  Audited financial statements for
USAOneStar.Net Texas from inception on July 21, 2000 through November 30, 2000
were filed along with unaudited pro forma financial statements for the period
ended November 30, 2000 which were presented as if the merger had occurred on
July 21, 2000.

                                      12
<PAGE>

                                  SIGNATURES

     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 who are duly authorized.


                                   USAOneStar.Net, Inc.

                            /s/ Kelly Turner
Date: May 14, 2001     By:_______________________________________
                                Kelly Turner
                                Secretary/Treasurer and Director


                                      13
<PAGE>