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

November 29, 2002 Date of Report (Date of earliest event reported)~~: October 8, 2002~~

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

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

300 Executive Parkway, Suite 150 San Ramon, California 94853

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

Item 45. ~~Change~~ inOther ~~the Registrant’s Certifying Accountant~~Events.

~~Effective~~On November ~~as of October 8~~29, 2002, rStar Corporation (Nasdaq: RTRCE) announced that it received (a notice from the ~~“Company”)~~Nasdaq ~~dismissed~~on ~~Grant~~November ~~Thornton~~21, ~~LLP~~2002 ~~(“Grant~~regarding ~~Thornton”)~~deficiencies asin ~~its~~the ~~independent~~Company’s ~~accountant. Effective~~compliance aswith certain of the Nasdaq’s continued listing ~~October~~requirements 8,and ~~2002~~that such deficiencies could result in the immediate delisting of the Company’s common stock from the Nasdaq SmallCap Market. In particular, the Company ~~engaged~~was ~~Ernst~~advised &that the ~~Young~~Company’s ~~LLP~~common asstock could be delisted because it had failed to timely file its ~~independent~~Form 10-Q for the quarter ended September 30, 2002, as required by ~~accountant. The~~Nasdaq ~~decision~~Marketplace toRule ~~change~~4310(c)(14). ~~accountants~~The Company was ~~approved~~advised bythat the ~~Audit~~Nasdaq ~~Committee~~Listing ofQualification Panel (the “Panel”) ~~Board~~would ofbe ~~Directors~~considering ofthis delinquency in determining whether continued listing of rStar’ common stock on the ~~Company~~Nasdaq SmallCap Market is appropriate.

~~Neither Grant~~The ~~Thornton’s~~Company ~~report~~filed onits ~~the~~Form ~~Company’s~~10-Q ~~financial statements~~ for the ~~year~~quarter ended September 30, 2002 on ~~December~~November, 3127, ~~2000~~2002. However, ~~nor~~the tardiness ~~its~~of ~~report~~the ~~for~~filing, which was unavoidable, resulted in the ~~year~~Company temporarily ~~ended~~failing ~~December~~to 31satisfy the previously mentioned Nasdaq MarketPlace Rule. Accordingly, ~~2001~~notwithstanding the filing of the Form 10-Q, the Panel can determine to delist the Company’s ~~contained~~securities anfrom ~~adverse~~the ~~opinion~~Nasdaq SmallCap Market. The Company does not know when the Panel will reach its decision, or that such a ~~disclaimer~~decision ofwill ~~opinion,~~be ~~and~~favorable ~~neither~~to ~~report~~the ~~was~~Company. An unfavorable decision by the Panel would ~~qualified~~result ~~nor~~in ~~modified~~immediate asdelisting toof ~~audit~~the ~~scope,~~Company’s ~~accounting~~common ~~principles~~stock orfrom ~~uncertainty~~the Nasdaq irrespective of the Company’s ability to appeal the decision.

~~During~~Even if the ~~years ended~~Panel ~~December~~determines ~~31,~~not ~~2000~~to ~~and~~delist ~~December~~the ~~31,~~Company’s ~~2001~~common ~~and~~stock ~~the~~at ~~subsequent~~this ~~interim~~time, ~~periods~~no ~~preceding~~assurances can be given that the Company’s ~~dismissal~~will ofbe ~~Grant~~able ~~Thornton,~~to ~~there~~meet ~~were~~the nocontinued ~~disagreements~~listing ~~with~~standards ~~Grant~~required ~~Thornton~~by onNasdaq, ~~any~~including ~~matter~~the ofrequirement ~~accounting~~that ~~principles or~~the ~~practices,~~Company ~~financial~~maintain ~~statement~~a ~~disclosure,~~minimum orbid ~~auditing~~price ~~scope~~for orits ~~procedure, which~~shares ~~disagreements,~~of ifat ~~not~~least ~~resolved~~$1.00. As toa result, the ~~satisfaction~~Company’s ofcommon ~~Grant Thornton,~~stock ~~would~~could ~~have~~be ~~caused~~delisted ~~Grant~~in ~~Thornton~~the tofuture. If delisted, ~~make~~the ~~reference~~Company expects to ~~the~~pursue ~~subject~~other ~~matter~~alternatives ofincluding ~~the~~seeking to ~~disagreement~~have inits ~~connection~~shares ~~with~~quoted ~~its~~on ~~report~~the Over the Counter Bulletin Board.

~~None~~On December 2, 2002, rStar also announced that Samer Salameh joined the Company as its Chief Executive Officer and Chairman of the Board of Directors. Mr. Salameh, 38, most recently served as ~~reportable~~President ~~events~~and ~~described~~CEO ~~under~~of ~~Item~~Telmex ~~304(~~North America Ventures, where he managed a~~)(1)(v)~~ portfolio of ~~Regulation~~companies. From S1997-K2000, ~~occurred~~he ~~within~~served ~~the~~as ~~two~~Chairman ~~most~~and ~~recent~~CEO ~~fiscal~~of ~~years~~Prodigy ofCommunications Corp. where he led efforts to take the ~~Company~~company ~~ended~~public ~~December~~in 311999, ~~2001~~grew revenues from $20 million to over $300 million in two years, and transformed the ~~subsequent~~company ~~interim~~into ~~period~~one toof the ~~date~~nation’s largest ~~hereof~~consumer DSL Internet service providers. The Company also announces the appointment of four new board members to rStar’s Board of Directors.

~~During the two~~The ~~most~~Company ~~recent~~also ~~fiscal~~announced ~~years~~that ofeffective with the ~~Company~~opening ~~ended~~of ~~December 31~~business, ~~2001 and the~~Tuesday, ~~subsequent~~November ~~interim~~26, ~~period to the date hereof~~2002, the ~~Company~~trading ~~did~~symbol ~~not consult with Ernst & Young LLP regarding any~~ of the ~~matters~~Company’s orcommon ~~events~~stock ~~set~~was ~~forth in Item~~changed ~~304(a)(2)(i)~~to ~~and~~“RTRCE” ~~(ii)~~from ~~of Regulation S-K~~“RSTRC.”

The Company requested that Grant Thornton furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the foregoing statements. A copy of such letter, dated October 10, 2002, is filed herewith as Exhibit 16.1.2

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

(ac) ~~and (b) Not Applicable~~ Exhibits

Exhibit No.		Description
99.1		Press Release, dated November 29, 2002, announcing receipt of the Nasdaq letter regarding potential delisting.

99.2		Press Release, dated December 2, 2002, announcing new Chief Executive Officer and Chairman of Board and new members of the Company’s Board of Directors.

~~16.1 Letter from Grant Thornton LLP to the Securities and Exchange Commission dated October 15, 2002.~~3

1SIGNATURES

~~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.

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


Date:	December 9, 2002	By:	/s/ Lior Kadosh
		Name:	Lior Kadosh
		Title:	Interim Chief Financial Officer

~~rSTAR CORPORATION By: /s/ Giora Oron Giora Oron Chief Executive Officer~~4

~~Date: October 16, 2002~~EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release, dated November 29, 2002, announcing receipt of the Nasdaq letter regarding potential delisting.

99.2		Press Release, dated December 2, 2002, announcing new Chief Executive Officer and Chairman of Board and new members of the Company’s Board of Directors.

~~EXHIBIT INDEX~~5

Exhibit	Description
16.1	Letter from Grant Thornton LLP to the Securities and Exchange Commission dated October 15, 2002.

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