UNITED STATES
                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 quarterly period ended December 31, 2002

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934


                  Commission File No. 33-18143-D

                  PALLADIUM COMMUNICATIONS, INC.
(Exact name of small business issuer as specified in its charter)


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

                   416 W. Muhammad Ali Boulevard
                    Louisville, Kentucky 40202
                          (502) 585-6364
  (Address and telephone number of principal executive offices)

Check whether the issuer (1) has 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 February 12, 2003, the registrant had a total of 211,907,574 common
shares outstanding.

Transitional small business disclosure format:  Yes [  ]  No [X]

<PAGE>


                        TABLE OF CONTENTS

                  PART I: FINANCIAL INFORMATION

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

Item 2:  Management's Discussion and Analysis..............................8

Item 3:  Controls and Procedures..........................................11

                    PART II: OTHER INFORMATION

Item 6:  Exhibits and Reports on Form 8...................................11

Signatures and Certifications ............................................13






                  PART I:  FINANCIAL INFORMATION

ITEM 1:  FINANCIAL STATEMENTS

      The financial information set forth below with respect to our statements
of operations for the three and six month periods ended December 31, 2002 and
2001 is unaudited.  This financial information, in the opinion of management,
includes all adjustments consisting of normal recurring entries necessary for
the fair presentation of such data.  The results of operations for the six
month period ended December 31, 2002, are not necessarily indicative of
results to be expected for any subsequent period.













                                2
<PAGE>






                  Palladium Communications, Inc.
                 (Formerly USAOneStar.Net, Inc.)

                Consolidated Financial Statements

                        December 31, 2002






                                3
<PAGE>



                  Palladium Communications, Inc.
                 (Formerly USAOneStar.Net, Inc.)
                   Consolidated Balance Sheets


                              ASSETS

                                                   December 31,    June 30,
                                                       2002         2002
                                                  ------------- -------------
                                                   (Unaudited)

Current Assets
  Cash                                            $        518  $     10,811
  Accounts Receivable                                   32,474        47,805
  Accounts Receivable - Other                                -        12,025
  Notes Receivable, net                                 40,000        40,000
  Interest Receivable                                   16,294        14,398
                                                  ------------- -------------

Total Current Assets                                    89,286       125,039
                                                  ------------- -------------

Property & Equipment, Net                               13,211        15,211
                                                  ------------- -------------

    Total Assets                                  $    102,497  $    140,250
                                                  ============= =============

               LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts Payable                                $     47,933  $     47,802
  Accrued Expenses                                      12,318        16,243
  Current Portion of Long-Term Debt                    202,882       207,882
                                                  ------------- -------------

Total Current Liabilities                              263,133       271,927
                                                  ------------- -------------
Long Term Liabilities
  Convertible Debentures                               195,000       200,000
  Notes Payable - Related Party                          7,882         7,882
  Less: Current Portion of Long-Term Debt             (202,882)     (207,882)
                                                  ------------- -------------

Total Long Term Liabilities                                  -             -
                                                  ------------- -------------

    Total Liabilities                                  263,133       271,927
                                                  ------------- -------------

Stockholders' Equity
  Common Stock, Authorized 900,000,000 Shares
   of $.001 Par Value, Issued and Outstanding
   211,907,574 and 211,150,000, Respectively           211,907       211,150
  Additional Paid in Capital                           756,461       752,218
  Retained Earnings (Deficit)                       (1,129,004)   (1,095,045)
                                                  ------------- -------------

Total Stockholders' Equity                            (160,636)     (131,677)
                                                  ------------- -------------

    Total Liabilities and Stockholders' Equity    $    102,497  $    140,250
                                                  ============= =============






                                4
<PAGE>
<TABLE>
<CAPTION>

                    Palladium Communications, Inc.
                   (Formerly USAOneStar.Net, Inc.)
                Consolidated Statements of Operations
                             (Unaudited)


                                  For the Three For the Three For the Six   For the Six
                                  Months Ended  Months Ended  Months Ended  Months Ended
                                  December 31,  December 31,  December 31,  December 31,
                                  2002          2001          2002          2001
                                  ------------- ------------- ------------- -------------

                               <c>           <c>           <c>           <c>
Revenues                          $     74,873  $    225,811  $    147,473  $    309,470

Cost of Sales                           15,627        30,667        28,801        74,603
                                  ------------- ------------- ------------- -------------

Gross Profit (Loss)                     59,246       195,144       118,672       234,867
                                  ------------- ------------- ------------- -------------
Operating Expenses
  General & Administrative              68,263       382,752       157,631       526,176
                                  ------------- ------------- ------------- -------------

    Total Expenses                      68,263       382,752       157,631       526,176
                                  ------------- ------------- ------------- -------------

Net Operating Income (Loss)             (9,017)     (187,608)      (38,959)     (291,309)
                                  ------------- ------------- ------------- -------------

Other Income(Expense)
  Miscellaneous Income                       -         4,935             -         4,935
  Interest Income                        2,500           596         5,000           836
                                  ------------- ------------- ------------- -------------

    Total Other Income(Expense)          2,500         5,531         5,000         5,771
                                  ------------- ------------- ------------- -------------

Income (Loss) Before Income Taxes       (6,517)     (182,077)      (33,959)     (285,538)

Provision (Benefit) for Income Taxes         -             -             -             -
                                  ------------- ------------- ------------- -------------

Net Income (Loss)                 $     (6,517) $   (182,077) $    (33,959) $   (285,538)
                                  ============= ============= ============= =============

Net Income (Loss) Per Share       $      (0.00) $      (0.00) $      (0.00) $      (0.00)
                                  ============= ============= ============= =============
Weighted Average
Shares Outstanding                 211,907,574   199,044,444   211,844,443   199,022,222
                                  ============= ============= ============= =============








                                  5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>



                    Palladium Communications, Inc.
                   (Formerly USAOneStar.Net, Inc.)
                Consolidated Statements of Cash Flows
                             (Unaudited)


                                                           For the Six Months Ended
                                                                  December 31,
                                                              2002           2001
                                                          ------------- -------------
<S>                                                       <C>           <C>
Cash Flows from Operating Activities

  Net Income (Loss)                                       $    (33,959) $   (285,538)
  Adjustments to Reconcile Net Loss to Net Cash
   Provided by Operations:
     Depreciation & Amortization                                 2,000         3,000
     Stock Issued for Services                                       -        40,000
  Change in Assets and Liabilities:
     (Increase) Decrease in:
     Accounts Receivable                                        15,331       144,627
     Other Receivable                                           12,025       (17,402)
     Prepaid Expenses                                                -       142,137
     Interest Receivable                                        (1,896)            -
     Increase (Decrease) in:
     Accounts Payable and Accrued Expenses                      (3,794)       (9,208)
     Deferred Revenues                                               -       (72,836)
                                                          ------------- -------------

  Net Cash Provided(Used) by Operating Activities              (10,293)      (55,220)
                                                          ------------- -------------

Cash Flows from Investing Activities
  Cash from Acquisition                                              -           310
  Purchase of Equipment                                              -          (750)
                                                          ------------- -------------

  Net Cash Provided (Used) by Investing Activities                   -          (440)
                                                          ------------- -------------

Cash Flows from Financing Activities                                 -             -
                                                          ------------- -------------

Increase (Decrease) in Cash                                    (10,293)      (55,660)
                                                          ------------- -------------

Cash and Cash Equivalents at Beginning of Period                10,811        81,809
                                                          ------------- -------------

Cash and Cash Equivalents at End of Period                $        518  $     26,149
                                                          ============= =============

Cash Paid For:
  Interest                                                $          -  $          -
  Income Taxes                                            $          -  $          -

Non-Cash Activity:
  Stock Issued for Convertible Debentures                 $      5,000  $          -








                                  6


</TABLE>
<PAGE>

                  Palladium Communications, Inc.
                 (Formerly USAOneStar.Net, Inc.)
          Notes to the Consolidated Financial Statements
                        December 31, 2002



GENERAL

Palladium Communications, Inc. (formerly USAOneStar.Net, Inc.), the Company,
has elected to omit substantially all footnotes to the consolidated financial
statements for the six months ended December 31, 2002 since there have been no
material changes (other than indicated in other footnotes) to the information
previously reported by the Company in their Annual Report filed on Form 10-KSB
for the fiscal year ended June 30, 2002.

UNAUDITED INFORMATION

The information furnished herein was taken from the books and records of the
Company without audit.  However, such information reflects all adjustments
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.







                                7

<PAGE>

      In this report references to "Palladium," "we," "us," and "our" refer to
Palladium Communications, Inc.

                    FORWARD LOOKING STATEMENTS

      This report contains certain forward-looking statements and for this
purpose any statements contained in this report 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
Palladium's control.  These factors include but are not limited to economic
conditions generally and in the industries in which Palladium may participate;
competition within Palladium's chosen industry; technological advances in the
industry; and failure by Palladium to successfully develop business
relationships.



ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS

      We offer telecommunications services to small- to mid-sized businesses,
families and individuals.  We rely on commissioned sales persons to sell our
products to customers.  During our past fiscal year ended June 30, 2002, we
also offered Internet access and telecommunications services through a network
marketing program called USAStar.Net.  However, at the end of our 2002 fiscal
year management determined it would be in our best interest to cease
operations of this program and focus on telecommunications services.

      In December 2000, our predecessor, Corvallis, Inc., evolved from a
development stage company, with no operations or revenues, into a Internet
service provider as a result of the merger with USAOneStar.Net, Inc., a Texas
corporation.  Then on December 26, 2001, we acquired Palladium Communications,
Inc., a Kentucky corporation, as our wholly-owned subsidiary, which added
telecommunication services to our product line.  Palladium/Kentucky was the
accounting survivor of the reverse acquisition.  Then in February 2002 we
acquired NetMart 2020, Inc. as our wholly-owned subsidiary; however, in June
2002 management determined that the goodwill recorded for the acquisition was
impaired and we recognized a loss of $116,800 for the fiscal year ended June
30, 2002.

      In November 2001 we terminated our relationship with a major
telecommunications provider, Adelphia Business Solutions, who had accounted
for approximately 77% of our revenues for the 2001 fiscal year.  While we
experienced decreased revenues as a result of this termination, we have
focused our efforts on replacing this provider with new telecommunication
providers and expansion of our customer base.

Results of Operations

      The following discussions are based upon the consolidated financial
information of Palladium/Kentucky, NetMart 2020 and Palladium, formerly
USAOneStar.Net, Inc.  These discussions should be read in conjunction with the
financial statements included with this report.

      We recognize revenues as required by the SEC Staff Accounting Bulletin
No. 101, which requires sales based on long term agreements for
telecommunication services, web-based applications and web site hosting to be
recognized ratably over the initial term of the contract.  Monthly charges for
services are recognized when billed.   Revenues for the six month period ended
December 31, 2002, decreased $161,997, or 52.3%, compared to the six month
period ended December 31, 2001.  Revenues decreased $150,938, or 66.8%, for
the three month period ended December 31, 2002, compared to the three month
period ended December 31, 2001.  We recorded higher revenues in the 2002
second quarter due to our business with Adelphia Business Solutions.

      Cost of sales consist of phone service costs, commissions on sales and
the cost of finished products, such as software, purchased from third-party
vendors.  Cost of sales decreased $45,802, or 61.4%, for the 2003 six month
period compared to the 2002 six month period.  These costs also decreased
$15,040, or 49.0 %, for the 2003 second quarter compared the 2002 second
quarter.  As a result of reduced revenues, our gross profit decreased
$116,195, or

                                8
<PAGE>

 49.5%, for the 2003 six month period compared to the same period in fiscal
year 2002.  For the 2003 second quarter, gross profit decreased $135,898, or
69.6%, compared to the 2002 second quarter.

      Total operating expenses include general and administrative expenses,
which represent employees' salaries, office expenses and consulting fees.
These expenses decreased $368,545, or 70.0%, for the 2003 six month period
compared to the 2002 six month period.  These expenses decreased $314,489, or
82.2% for the 2003 second quarter compared to the 2002 second quarter.  The
2003 second quarter decrease was primarily the result of recognition in the
2002 second quarter of compensation expense related to consultant employment
agreements, which increased these expenses in the 2002 second quarter.  As a
result, we recorded a net operating loss of $38,959 for the 2003 six month
period compared to a net operating loss of $291,309 for the 2002 six month
period.  Our net operating loss was $9,017 for the 2003 second quarter
compared to a net operating loss of $187,608 for the 2002 second quarter.

      We recorded total other income of $5,000 for the 2003 six month period
compared to $5,771 for the 2002 six month period.  This income was primarily
related to interest income from notes receivable in the 2003 six month period
compared to miscellaneous income in the 2002 six month period.  Total other
income for the 2002 second quarter was $2,500, primarily related to interest
income, compared to $5,531 for the 2002 second quarter.

      We recorded a net loss of $33,959 for the 2003 six month period compared
to a net loss of $285,538 in the 2002 six month period.  For the 2003 second
quarter our net loss was $6,517 compared to a net loss of $182,077 for the
2002 comparable period.  Due to the number of weighted average shares
outstanding, we did not post net income or loss per share for either period.

Factors Affecting Future Performance

      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.  Our future cash
flows will be dependent on a number of factors, including:

..     We have recorded a net loss for the six month period ended December 31,
      2002. While we have expanded the number of telecommunication providers
      and long distance providers we represent, we may be unable to increase
      revenues to the point that we attain and maintain profitability.

..     We may not be able to compete successfully in our market because we have
      a small market share and compete with large national companies,
      including: AT&T, MCIWorldCom,  Sprint; as well as, local telephone
      companies, and microwave carriers.

..     We are dependent upon third-party local carriers to supply our services
      and we have little control over the quality and price of these services,
      which could lead to the loss of customers.  These third party providers
      also establish our costs for resale of these services.  If we are unable
      to obtain high quality, reliable and reasonably priced services from
      these providers in our market, then our customers may not subscribe to
      our service due to the cost or lack of quality of the service.

..     Government regulation may restrict our operations or improve the
      competitive position of our competitors. We are not currently subject to
      some of the more burdensome requirements of federal regulation.
      However, our ability to compete in the communications industry depends
      upon a continued favorable pro-competitive regulatory environment.  New
      regulations that offer greater flexibility and regulatory relief to our
      larger competitors or impose greater restrictions on our operations may
      significantly harm our ability to operate our business.

..     We have incurred significant indebtedness as a result of our agreement
      with investors, discussed below; see, "Commitments and Contingent
      Liabilities."   We may be required to dedicate a significant portion of
      our cash flow from operations, if any, to the payment of interest and
      principal on this indebtedness and/or for damages related to our
      failure, if any, to perform under the agreement.  In addition, this
      dedication of cash flows to principal and interest may render us more
      vulnerable to competitive and economic downturns.


                                9
<PAGE>

Liquidity and Capital Resources

      We have funded our cash requirements primarily through revenues and
loans.  We have had negative working capital and net operating losses for the
past two fiscal years.  These facts, in the opinion of our auditors, raise
substantial doubt about our ability to continue as a going concern.  We have
experienced difficulty in our efforts to acquire sufficient customers to
replace those we lost when we terminated our relationship with Adelphia
Business Solutions.  However, management intends to continue our focus on the
expansion of our customer base, as well as seek other telecommunications
providers to expand our options and provide a wider range of services.  Also,
additional debt financing or equity transactions may be required if future
revenues are insufficient to fund our operations.

      At December 31, 2002, we had $518 cash on hand and total current assets
of $89,286 compared to $10,811 cash on hand and total current assets of
$125,039 at the fiscal year ended June 30, 2002.  Our total current
liabilities were $263,133 at December 31, 2002, compared to $271,927 at June
30, 2002.  The current portion of long-term debt at both the year end and the
2003 six month period end represented more than 76% of our total current
liabilities.  The long term debt was related to convertible debentures we sold
in February 2002, which are discussed in more detail below.  At December 31,
2002, we had negative working capital of $173,847 and a retained deficit of
$1,129,004 compared to negative working capital of $146,888 and a retained
deficit of $1,095,045 at June 30, 2002.

      Net cash used by operations for the 2003 six month period was $10,293
compared to net cash used by operating activities of $55,220 for the 2002 six
month period.  We did not record cash flows from investing activities for the
2003 six month period, but recorded $440 net cash used by investing activities
during the 2002 six month period.  We did not record net cash from financing
activities for either period.

Commitments and Contingent Liabilities

      As of December 31, 2002, our principal commitments consisted of
approximately $2,100 per month for office space and long term debt of $195,000
related primarily to secured convertible debentures we sold in February 2002.
We entered into a securities purchase agreement with four accredited investors
in which we agreed to sell an aggregate of $400,000 in secured convertible
debentures, with 12% interest, and agreed to grant warrants to purchase
1,200,000 common shares.  As part of this agreement, we also agreed to
register 162,400,000 common shares which may be required for the conversion of
the debentures and exercise of the warrants.  The securities purchase
agreement provided that we sell $200,000 of the convertible debentures and
warrants to purchase 600,000 shares on February 28, 2002.  Then within ten
days of the effective date of the registration statement which registered the
underlying shares, the investors were obligated to make a subsequent
investment of $200,000 for additional convertible debentures and warrants to
purchase another 600,000 shares.  However, due to delays in filing the
registration statement, the investors elected not to make the subsequent
investment.

      The convertible debentures are secured by all of our assets and they
mature on February 28, 2003.  We agreed to pay interest on the convertible
debentures, at the holder's option, either quarterly beginning on March 31,
2002, or upon conversion.  We estimate the quarterly interest payments for the
convertible debentures could total approximately $48,000.  As of the date of
this filing, the holders have not requested payment of interest.  This debt
may result in a substantial portion of our cash flows from operations being
dedicated to the payment of interest on the indebtedness, and could render us
more vulnerable to competitive and economic downturns.

      The warrants granted in this transaction expire through February 28,
2005, and have exercise prices based on calculations related to the trading
price of our shares on the OTC Bulletin Board.  We recognized an expense of
$30,000 for the year ended June 30, 2002 based on the value of these warrants
using the Black-Scholes pricing model.  In July 2002 a portion of the secured
convertible debentures were converted to 757,574 common shares.  None of the
warrants have been exercised as of the date of this filing.

      We also agreed to provide each investor with the option to purchase pro
rata any securities we may offer in any future offerings, subject to certain
exemptions, during the period beginning on the closing date and ending two
years after the end of the lock-up period, January 5, 2005.  In addition, so
long as we have obligations under the secured convertible debentures, we must
obtain written consent from the investors before we may pay any dividends,


                                10
<PAGE>

repurchase our common shares, borrow money, sell any significant portion of
our assets, lend money or assume contingent liabilities; unless these
transactions are in the ordinary course of our business.

Financing

      We are unable to fund our operations with revenues alone.  As a result,
management believes that our cash needs for at least the next twelve months
may require a combination of revenues, loans and/or sales of our common stock.
We expect that additional capital may be provided by future loans from related
parties or private placements of our common stock.  We foresee that any
private placement of stock will be issued 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 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.


ITEM 3: CONTROLS AND PROCEDURES

      Our Board formalized the disclosure controls and procedures we use to
ensure that material information regarding our company and its operations are
provided to the public in a timely manner.  As required by SEC regulations, on
February 4, 2003, our CEO and principal financial officer, Mr. Dauenhauer,
evaluated the effectiveness of these disclosure controls and procedures and
determined that there were no significant deficiencies in these procedures.

      Also, Mr. Dauenhauer did not identify any deficiencies or material
weaknesses in our internal controls, nor did he identify fraud that involved
management or other employees who had a significant role in our internal
controls.  He did not find any deficiencies or weaknesses which would require
changes to be made or corrective actions to be taken related to our internal
controls.


      PART II:  OTHER INFORMATION

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
         USAOneStar/Texas, dated October 31, 2000 (Incorporated by reference
         to exhibit 2.1 of Form 10-QSB filed on November 14, 2000)
2.2      Agreement and Plan of Reorganization between USAOneStar and
         Palladium/Kentucky, dated August 31, 2001 (Incorporated by reference
         to exhibit 2.1 of Form 8-K filed on September 14, 2000)
3.1      Articles of Incorporation, as amended (Incorporated by reference to
         exhibit 3.1 of Form 8-K filed on February 7, 2002)
3.2      Bylaws (Incorporated by reference to exhibit 5 of Form S-18 filed on
         November 9, 1987)
10.1     Securities Purchase Agreement between Palladium and Accredited
         Investors, dated February 28, 2002 (Incorporated by reference to
         exhibit 10.3 to Form 10-QSB, filed May 15, 2002)
10.2     Registration Rights Agreement between Palladium and Accredited
         Investors, dated February 28, 2002 (Incorporated by reference to
         exhibit 10.4 to Form SB-2, filed June 17, 2002)
21.1     Subsidiaries of Palladium (Incorporated by reference to exhibit 21.1
         to Form 10-KSB, filed October 1, 2002)

(b)   Reports on Form 8-K

      None



                                11
<PAGE>

                            SIGNATURES

      In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.


                              Palladium Communications, Inc.



                                  /S/ Raymond C. Dauenhauer, Jr.
Date: 2-14-03                 By:__________________________________________
                                 Raymond C. Dauenhauer, Jr., President, CEO,
                                 Principal Financial Officer, and Director



              CHIEF EXECUTIVE OFFICER CERTIFICATION

I, Raymond C. Dauenhauer, Jr., certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Palladium
Communications, 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 statement made, in light of the circumstances under which 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 we 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



                                12

<PAGE>


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 registrant's board of directors (or persons performing the
equivalent function):

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.



            2/14/03                /s/ Raymond C. Dauenhauer, Jr.
Date: _________________            __________________________________________
                                   Raymond C. Dauenhauer, Jr., CEO





            PRINCIPAL FINANCIAL OFFICER CERTIFICATION

I, Raymond C. Dauenhauer, Jr., certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Palladium
Communications, 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 statement made, in light of the circumstances under which 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 we 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 registrant's board of directors (or persons performing the
equivalent function):

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.


       2/14/03         /s/ Raymond C. Dauenhaurer, Jr.
Date: _____________    _______________________________________________________
                       Raymond C. Dauenhauer, Jr., Principal Financial Officer