SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

~~January~~February 145, 2003 Date of Report (Date of earliest event reported)

rStar Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware		0-27029		91-1836242
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1560 Sawgrass Corporate Parkway, Suite #200
Sunrise, Florida		33323
(Address of Principal Executive Offices)		(ZIP Code)

Registrant’s telephone number, including area code: 954-858-1600

(Former Name or Former Address, if Changed Since Last Report)

Item 5. Other Events.

On ~~January~~February 134, 2003, the Company announced that its ~~board~~stockholders ofapproved ~~directors authorized the Company to seek shareholder approval for~~ a ten (10) for one (1) reverse stock split of the Company’s common stock~~. The~~ ~~proposal~~at ~~will~~a bespecial ~~submitted~~meeting toheld ~~the~~on February 3, 2003. The Company’s ~~stockholders~~board ~~for approval~~of atdirectors apreviously ~~special~~recommended ~~meeting~~the ofreverse ~~stockholders,~~stock ~~which~~split isprimarily ~~expected~~to allow the Company to beregain ~~held~~compliance onwith ~~February~~the Nasdaq SmallCap Market minimum bid price 3,requirement ~~2003~~of ~~(the~~$1.00 ~~“Special~~per ~~Meeting”)~~share. IfIn ~~approved~~order to effect the reverse stock split, the ~~Board~~Company ~~anticipates~~must ~~implementing~~file an amendment to its amended and restated certificate of incorporation. The stockholders have authorized the Board to implement the reverse stock split onat any time before the first anniversary ~~same~~of ~~day~~the special meeting of stockholders.

OnIn ~~January~~light ~~10,~~of ~~2003, the Company filed~~current ~~preliminary~~proposed ~~proxy~~regulatory ~~materials~~changes ~~relating to the Special Meeting. The preliminary proxy materials indicate that on August 27, 2002, the Company was notified~~ by Nasdaq ~~that it has until February 10~~, ~~2003, to comply with~~ the ~~minimum~~Board ~~bid~~decided ~~price~~to ~~requirement~~hold of the ~~Nasdaq~~ ~~Market Place Rules. The Company~~actual isimplementation ~~holding~~of the ~~Special~~approved ~~Meeting and requesting shareholder approval to implement the~~ reverse stock split in ~~order~~abeyance tountil ~~improve the marketability and liquidity of~~further ~~its common stock, as well as to raise its bid price in excess of $1~~action.~~00.~~ The Company ~~can~~expects ~~give~~to ~~no assurance that it~~remain ~~will be in compliance with continued listing requirements and stay~~ listed on the Nasdaq SmallCap exchange~~, even if the reverse stock split is approved at the Special Meeting~~.

Item 7. Financial Statements, pro Forma Financial Information and Exhibits.

Exhibit No.		Description
99.1		Press Release, dated ~~January~~February 134, 2003 announcing that ~~its board of directors authorized~~ the Company’s tostockholders ~~seek~~approved ~~shareholder~~a ~~approval~~reverse ~~for~~stock asplit ~~ten~~and ~~(10)~~that ~~for~~the ~~one~~Board ~~(1)~~has ~~reverse~~decided ~~split~~to ofhold ~~the~~implementation ~~Company’s~~in ~~common~~abeyance ~~stock~~until further action.

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 hereunto duly authorized.

		~~rStar Corporation~~	rStar Corporation
Date: January 20, 2003		By:	/s/ LIOR KADOSH
Date:	February 5, 2003		By:	/s/ LIOR KADOSH
		~~Name:~~	~~Lior Kadosh~~Name:	Lior Kadosh
		~~Title:~~	~~Interim Chief Financial Officer~~Title:	Interim Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release, dated ~~January~~February 134, 2003 announcing that ~~its board of directors authorized~~ the Company’s tostockholders ~~seek~~approved ~~shareholder~~a ~~approval~~reverse ~~for~~stock asplit ~~ten~~and ~~(10)~~that ~~for~~the ~~one~~Board ~~(1)~~has ~~reverse~~decided ~~split~~to ofhold ~~the~~implementation ~~Company’s~~in ~~common~~abeyance ~~stock~~until further action.

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