SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|

Check the appropriate box:

|X| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

ADSTAR.COM, INC.
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(Name of Registrant as Specified In Its Charter)

________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X| No Fee Required

|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1. Title of each class of securities to which transaction applies:

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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

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|_| Fee paid previously with preliminary materials.

|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration number, or
the Form or Schedule and the date of its filing.

1. Amount previously paid:

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ADSTAR.COM, INC.

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Notice of Annual Meeting of Stockholders
To Be Held On June 7, 2001 at 10:00 A.M.

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TO THE STOCKHOLDERS OF ADSTAR.COM, INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
AdStar.com, Inc. ("AdStar") will be held at 4553 Glencoe Avenue, Suite 325,
Marina del Rey, California 90292, on Thursday, June 7, 2001 at 10:00 A.M.,
Pacific Time, for the following purposes:

1. To elect six (6) directors for one year terms.

2. To ratify the appointment of independent auditors for 2001.

3. To amend the Certificate of Incorporation to increase the
authorized common stock from 10,000,000 to 20,000,000 shares.

4. To amend the Certificate of Incorporation to change the name
of the corporation from "AdStar.com, Inc." to "AdStar Inc."

5. To transact such other business as may properly be brought
before the meeting or any adjournment or postponements
thereof.

The Board of Directors has fixed the close of business on May 1, 2001 as
the record date for the determination of the stockholders entitled to notice of
and to vote at this meeting and at any adjournment or postponements thereof.

BY ORDER OF THE BOARD OF DIRECTORS

________________________________________
Eli Rousso, Secretary

Dated: Marina del Rey, California
May 10, 2001

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IMPORTANT: Whether or not you expect to attend in person, please complete,
sign, date, and return the enclosed Proxy at your earliest
convenience. This will ensure the presence of a quorum at the
meeting. Promptly signing, dating, and returning the Proxy will save
AdStar the expense and extra work of additional solicitation. An
addressed envelope for which no postage is required has been
enclosed for that purpose. Sending in your Proxy will not prevent
you from voting your stock at the meeting if you desire to do so, as
your Proxy is revocable at your option.
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ADSTAR.COM, INC.

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PROXY STATEMENT

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FOR ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 7, 2001

This Statement is furnished to the stockholders of AdStar.com, Inc., a
Delaware corporation ("AdStar"), in connection with the solicitation by the
Board of Directors of proxies to be used at the 2001 Annual Meeting of
Stockholders of AdStar to be held at 4553 Glencoe Avenue, Suite 325, Marina del
Rey, California 90292, on Thursday, June 7, 2001 at 10:00 A.M., Pacific Time,
and at any adjournments thereof. The approximate date on which this Statement
and the accompanying proxy will be mailed to stockholders is May 10, 2001.

THE VOTING & VOTE REQUIRED

On the record date for the meeting, the close of business on May 1, 2001
(the "Record Date"), there were outstanding 6,626,363 shares of common stock,
par value $.0001 per share, each of which will be entitled to one vote. Shares
represented by each properly executed, unrevoked proxy received in time for the
meeting will be voted as specified.

Directors are elected by a plurality of the votes cast at the meeting.
Confirmation of the appointment of auditors is by the affirmative vote of a
majority of the votes cast at the meeting. In the case of election of directors,
shares represented by a proxy which is marked "WITHHOLD AUTHORITY" to vote for
all six (6) nominees will not be counted in determining whether a plurality vote
has been received for the election of directors. Approval of the proposed
amendments to the certificate of incorporation (1) to change the corporation's
name to "AdStar Inc." and (2) to increase the number of authorized common stock
to 20,000,000 shares requires the affirmative vote of a majority of all
outstanding shares of common stock entitled to vote thereon.

All shares represented by valid proxies will be voted in accordance with
the instructions contained therein. A proxy may be revoked by the stockholder
giving the proxy at any time before it is voted by delivering oral or written
notice to the Secretary of AdStar at or prior to the meeting, and a prior proxy
is automatically revoked by a stockholder giving a subsequent proxy or attending
and voting at the meeting. Attendance at the meeting in and of itself does not
revoke a prior proxy. In the absence of instructions, proxies will be voted for
the Amendment. Shares voted by proxies which are marked "ABSTAIN" with respect
to the Amendment will have the effect of a vote against the amendment. In
instances where brokers are prohibited from exercising discretionary authority
for beneficial owners who have not returned proxies (so called "broker
non-votes"), those shares will be disregarded and will have the effect of a vote
against the Amendment.

ELECTION OF DIRECTORS AND MANAGEMENT INFORMATION

At this meeting six directors are to be elected to serve for one-year
terms, each to hold office until his successor is duly elected and qualified. It
is not contemplated that any nominee will be unable to serve as a director, but
if such contingency should occur prior to the meeting, the persons named as
proxies in the enclosed proxy or their substitutes will have the right to vote
for substitute nominees. The nominees were selected by the Board of Directors of
AdStar and are all currently directors. The first three nominees are also
officers of AdStar. Certain information with respect to each nominee is stated
below.

Directors Nominated for One-Year Terms:

Our executive officers and directors and their respective ages are as
follows:

Director
Name Age Position Since
- --------------- --- ---------------------------------- --------

Leslie Bernhard 57 President, Chief Executive Officer
and Director 1991

Eli Rousso 64 Executive Vice President, Chief
Technology Officer, Secretary,
and Director 1991

Jeffrey Baudo 53 Senior Vice President, Chief Operating
Officer and Director 2001

Chris A. Karkenny(1) 32 Director 1999

Thomas Taulli(1) 32 Director 2000

Arthur Salzfass (1) 66 Director 2000

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(1) Member of the compensation and audit committees of the Board of Directors.

Leslie Bernhard is one of our co-founders and has served as our President
and Chief Executive Officer since the organization of our predecessor in 1986.
Ms. Bernhard received a B.S. degree from St. John's University.

Eli Rousso is our other co-founder and has served as our Executive Vice
President and Chief Technology Officer since the organization of our predecessor
in 1986. Mr. Rousso received a B.S. degree in Electrical Engineering from the
Massachusetts Institute of Technology (MIT) and has completed graduate work at
the Polytechnic Institute (New York).

Jeffrey Baudo joined us as Chief Operating Officer in January 2001 and
became a director in February 2001. Prior to joining AdStar, Mr. Baudo served as
president and COO of Advertising Periodical Publishers, a $40 million publishing
division of United Advertising Publications, for more than 6 years. Mr. Baudo
received a B.A. degree from St. John's University. Mr. Baudo is the brother of
Ms. Bernhard.

Chris A. Karkenny has been Chief Executive Officer of NetCatalyst, a
merger and acquisition firm, since August 1999. From June 1998 through August
1999, he was Chairman and Chief Executive Officer of Technologz.com LLC, an
incubator and venture catalyst company. From February 1998 through June 1998,
Mr. Karkenny was a private consultant in corporate finance. From September 1995
through February 1998, he was Treasurer of Quarterdeck Corporation, a technology
and software company. Prior to September 1995, Mr. Karkenny was a consultant for
CDK Industries, a consulting firm specializing in mergers and acquisitions. Mr.
Karkenny received a MBA from Pepperdine University and a BS in Business
Administration from the University of Richmond.

Arthur Salzfass has been a private investor for the past five years. Since
January 1997, he has also been the owner and president of Rutledge Books, Inc.,
a publisher. He is also a director of Star Struck, Inc., a distributor of sports
and jewelry products. Mr. Salzfass received a Bachelor's degree from Columbia
University and an MBA from the Harvard Business School.

Thomas Taulli has been the internet stock analyst with internet.com
(NASDAQ: INTM) since August 1999. Prior to that, Mr. Taulli was an advisor and
angel investor. He also co-founded ExamWeb.com in 1997, which provides on-line
exam test preparation. In 1999, he published a book called Investing in IPOs
(Bloomberg Press). He writes regularly for MSN Investor, Ziff Davis Interactive
Investor, Research Magazine, Bloomberg Personal Finance, Forbes.com,
Jagnotes.com, CMP's Techweb, CBS MarketWatch and Gomez.com, and is frequently
quoted in The Wall Street Journal, USA Today, Barron's, Los Angeles Times, and
TheStreet.com. Moreover, Mr. Taulli is a frequent guest commentator on CNBC,
CNN, and Bloomberg TV. He received a Bachelor's Degree in Finance from
California State Polytechnic University, Pomona in 1991, and a Juris Doctor
Degree from Whittier School of Law in 1998.

Committees of the Board of Directors

During the last fiscal year AdStar's Board of Directors held 4 meetings.
AdStar's Board of Directors has established a Compensation Committee and an
Audit Committee.

The Compensation Committee reviews and recommends to the Board of
Directors the compensation and benefits of all the officers of AdStar, reviews
general policy matters relating to compensation and benefits of employees of
AdStar, and administers the issuance of stock options to AdStar's officers,
employees, directors and consultants. The members of the Compensation Committee
consist of Arthur Salzfass, Thomas Taulli, and Chris Karkenny. The Compensation
Committee met 4 times in fiscal year 2000.

The Audit Committee meets with management and AdStar's independent
auditors to determine the adequacy of internal controls and other financial
reporting matters. The Audit Committee approved the selection of
PricewaterhouseCoopers LLP as AdStar's independent auditors and met with the
auditors to review the planned scope and the results of the audit. The members
of the Audit Committee consist of Arthur Salzfass, Thomas Taulli, and Chris
Karkenny, all of who are independent (as defined in Rule 4200(a)(14) of the
National Association of Securities Dealers'.) The Audit Committee met 1 time in
fiscal year 2000. (See also "Audit Committee Report," below.)

All directors hold office until the next annual meeting of stockholders
and until their successors are duly elected and qualified. Officers are elected
to serve, subject to the discretion of the Board of Directors, until their
successors are appointed.

All directors attended at least 75% of the aggregate of the total number
of meetings of the Board of Directors and at least 75% of all meetings of the
committees of the Board on which that director served.

The Board unanimously recommends a vote FOR the election of each of the
nominees.

EXECUTIVE COMPENSATION AND TRANSACTIONS WITH DIRECTORS,
OFFICERS AND PRINCIPAL HOLDERS

The following Summary Compensation Table sets forth all compensation
earned, in all capacities, during the fiscal years ended December 31, 1998, 1999
and 2000 by our (i) Chief Executive Officer, and (ii) executive officers, other
than the CEO, whose salary for the 2000 fiscal year as determined by Regulation
S-B, Item 402, exceeded $100,000 (the individuals falling within categories (i)
and (ii) are collectively referred to as the "Named Executives").

COMPENSATION TABLE

Long-Term Compensation
------------------------------------
Annual Compensation Awards Payouts
-------------------------------- Common
Stock
Fiscal Underlying All Other
Name and Principal Position Year Ended Salary($) Options Compensation
- --------------------------------- --------------- ----------------------------------------------------

Leslie Bernhard, 2000 231,912 0
Chief Executive 1999 201,894 0
Officer & President 1998 150,131 0

Eli Rousso 2000 230,301 0
Executive Vice President & 1999 201,894 0
Chief Technology Officer 1998 145,662 0

Jeffrey Diamond 2000 138,725 25,000 0
Senior Vice President - 1999 100,626 0 0
Technology 1998 100,626 0 0

*Benjamin J. Douek 2000 120,000 0 0
Senior Vice President, Chief 1999 20,000** 66,666 0
Financial Officer, Secretary
and Director

Beth Williams 2000 112,000 0 0
Vice President-Advertising & 1999 56,023** 10,833 0
Publisher, Marketing

- --------------------------------------------------------------------------------

* Mr. Douek resigned as an officer and director in February 2001.

** Applies to less than a full year.

Stock Options

The following tables show certain information with respect to incentive
and non-qualified stock options granted in 2000 to the Named Executives under
AdStar's 1999 Stock Option Plan who received options. The per share exercise
price of all options is equal to the fair market value of a share of common
stock on the date of grant. No options granted to any Named Executives have been
exercised.

Option Grants in 2000
- --------------------------------------------------------------------------------
Individual Grants of Options
- --------------------------------------------------------------------------------

Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Price
Name Granted Fiscal Year (S/Share) Expiration Date
- ----------------------- -------------- --------------- ---------------- ------------------

Jeffrey Diamond 25,000 30.1% $1.66 September 2005

- ----------
(1) The options vest in 1/3 increments on each of the 1st, 2nd and 3rd
anniversaries of the option grant date.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL
YEAR AND FISCAL YEAR END OPTION/SAR VALUES

The following table summarizes options and SARs exercised during fiscal
2000 and presents the value of unexercised options and SARs held by the Named
Executives at fiscal year end:

Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
12/31/00 (Fiscal 12/31/00 (Fiscal
Year-End) Year-End)
Acquired Value Exercisable (E)/ Exercisable (E)
Name on Exercise Realized Unexercisable (U) Unexercisable (U)
- -------------------------- --------------- --------------- --------------------- ---------------------

Jeffrey Diamond 0 0 0(E)/ 0
25,000(U)

Benjamin J. Douek 0 0 50,186(E) 0
66,667(U)

Beth Williams 0 0 7,222(E)/ 0
10,833(U)

Employment Contracts

AdStar entered into three-year employment agreements with each of Leslie
Bernhard and Eli Rousso, as of July 12, 1999. Pursuant to her employment
agreement, Leslie Bernhard was retained as our Chief Executive Officer at an
annual rate of $150,000 per year. The rate was increased to $200,000 per year on
December 16, 1999, (the date of our initial public offering), and in January
2001, increased to $232,000 per year, retroactive to January 1, 2000. Pursuant
to his employment agreement, Eli Rousso was retained as our Executive Vice
President and Chief Technology Officer rate of $150,000 per year. The rate was
increased to $200,000 per year on December 16, 1999, and in January 2001,
increased to $230,000 per year, retroactive to January 1, 2000.

Each agreement provides, among other things, for participation in an
equitable manner in any profit-sharing or retirement, separation and disability
plans for employees or executives and for participation in other employee
benefits applicable to employees and executives of AdStar. Each agreement
further provides for the use of an automobile and other fringe benefits
commensurate with the executive's duties and responsibilities.

Under each agreement, employment may be terminated by us with cause or by
the executive with good reason. Termination by us without cause, or by the
executive for good reason, would subject us to liability for liquidated damages
in an amount equal to the terminated executive's base salary for the remaining
term of his or her employment agreement or 12 months, whichever is greater.

Security Ownership of Certain Beneficial Owners and Management

The following table, together with the accompanying footnotes, sets forth
information, as of May 1, 2001, regarding stock ownership of all persons known
by AdStar to own beneficially more than 5% of AdStar's outstanding Common Stock,
Named Executives, all directors, and all directors and officers of AdStar as a
group:

Shares of
Common Stock
Beneficially Percentage of
Name of Beneficial Owner (1) Owned (3) Ownership
- ----------------------------------------- --------------- -------------

Executive Officers and Directors
Leslie Bernhard (2) 570,800 8.6%
Eli Rousso (2) 593,221 9.0%
Benjamin J. Douek (4) 66,667 *
Beth Williams (5) 7,222 *
Chris A. Karkenny (7) 33,334 *
Tom Taulli (6) 16,667 *
Arthur Salzfass (6) 68,334 *
Chester L. F. Paulson (8) 1,642,200 22.8%
DAG Media Inc. (9) 750,000 11.3%
All Directors and Officers as a group 1,364,660 20.2%

- ----------
* Less than 1%

(1) The addresses of the persons named in this table are as follows: Leslie
Bernhard c/o AdStar.com, Inc., 4553 Glencoe Avenue, Suite 325, Marina del
Rey, CA 90292; Eli Rousso c/o AdStar.com, Inc., 4553 Glencoe Avenue, Suite
325, Marina del Rey, CA 90292; Benjamin J. Douek, c/o AdStar.com, Inc.,
4553 Glencoe Avenue, Suite 325, Marina del Rey, CA 90292, Beth Williams,
c/o AdStar.com, Inc., 4553 Glencoe Avenue, Suite 325, Marina del Rey, CA
90292; Chris A. Karkenny, Net Catalyst, LLC. -11670 Chenault St. Los
Angeles, CA 90049, Arthur Salzfass, 98 Paulding Drive, Chappaqua, NY
10514, and Thomas Taulli, 1083 Campanile Street, Newport Beach, CA 92660.

(2) Includes an aggregate of 130,559 shares in respect of which Ms. Bernhard
and Mr. Rousso have voting power.

(3) A person is deemed to be a beneficial owner of securities that can be
acquired by such person within 60 days from the filing of this report upon
the exercise of options and warrants or conversion of convertible
securities. Each beneficial owner's percentage ownership is determined by
assuming that options, warrants and convertible securities that are held
by such person (but not held by any other person) and that are exercisable
or convertible within 60 days from the filing of this report have been
exercised or converted. Except as otherwise indicated, and subject to
applicable community property and similar laws, each of the persons named
has sole voting and investment power with respect to the shares shown as
beneficially owned. All percentages are determined based on 6,626,363
shares outstanding on May 1, 2001, plus all currently exercisable options
and warrants for each beneficial owner as herein provided.

(4) Consists of options to purchase 17,226 and 49,441 shares of AdStar common
stock exercisable within 60 days of the date hereof, at $4.77 per share
and $6.00 per share, respectively.

(5) Includes options to purchase 5,555 and 1,667 shares of AdStar common stock
exercisable within 60 days of the date hereof, at $7.20 per share and
$6.00 per share, respectively.

(6) Consists of warrants to purchase 16,667 shares of AdStar common stock at
$1.66 per share, exercisable within 60 days of the date hereof.

(7) Consists of warrants to purchase 16,667 and 16,667 shares of AdStar common
stock at $6.00 and $0.875 per share, respectively, in the name of Net
Catalyst LLC, exercisable within 60 days of the date hereof.

(8) Includes (i) 50,000 and 18,000 shares of common stock issuable upon
exercise of warrants at a price of $9.00 and $7.20 per share,
respectively, and 130,000 shares of common stock held individually by
Chester L.F. Paulson; (ii) 593,483 shares of common stock held in the name
of Paulson Capital Corporation, of which Mr. Paulson is President and a
director; (iii) 103,422, 121,000 and 100,000 shares of common stock
issuable upon exercise of warrants at a price of $9.00, $7.20 and $1.07
per share, respectively, as well as 526,295 shares of common stock all
held in the name of Paulson Investment Company, Inc.; of which Mr. Paulson
is an officer.

(9) Includes warrants to purchase 250,000 shares of common stock at a price of
$1.07 per share.

Certain Relationships and Related Transactions

In July 1999 Jeffrey Diamond, a former director and officer, sold 281,144
shares of our common stock to some of the holders of the AdStar's convertible
notes for $500,000 pursuant to an agreement among Jeffrey Diamond, a
representative of the purchasers and us under which Mr. Diamond agreed to
provide technical services for us for a year at $100,000. In connection with
this transaction the purchasers transferred 63,848 shares of our common stock to
us. In July 1999 and December 1999 we issued to a company controlled by Ronald
S. Posner, a former director of Adstar, and to a company controlled by Chris
Karkenny, a director nominee of AdStar, three year warrants to purchase 16,667
shares of common stock at $6.00 per share, respectively. Each of the above
transactions was approved by the Board of Directors, in which at least two
members were disinterested.

In September 1999, a proposed $15.5 million initial public offering of our
securities became effective but did not close. We originally offered units
consisting of common stock and warrants in September 1999. That offering was
declared effective by the Securities and Exchange Commission and resulted in the
stock and warrants included in those units being traded on the American Stock
Exchange between September 30 and October 4, 1999. Initial trading in the units
resulted in a decline in the unit price to which we responded by announcing a
reduction of the warrant exercise price. The American Stock Exchange took the
position that this reduction caused our securities to no longer meet its listing
requirements and therefore stopped trading in the units. As a result of these
events, the former offering was not consummated. In full settlement of our
claims, if any, against Paulson Investment Company, Inc., the representative of
the underwriters in that offering, we received $500,000 from the representative.
In addition, Paulson Capital Corporation, the parent of the representative lent
us $1.1 million evidenced by a promissory note due on October 21, 2001 and
bearing interest at 6% per annum payable at maturity. Paulson Investment
Company, Inc. was the representative of the underwriters in our successful
offering which closed in December 1999.

In January 2001, AdStar entered into a two(2)-year employment contract
with Mr. Jeffrey Baudo. Pursuant to his employment agreement, Mr. Baudo was
retained as our Chief Operating Officer at an annual rate of $213,000 per year,
and granted options to purchase 100,000 shares of our common stock. Mr. Baudo is
the brother of Leslie Bernhard.

In February 2001, AdStar satisfied the $1.1 million note bearing interest
annually at a rate of 6%, held by Paulson Capital Corporation, by issuing
593,483 shares of common stock to Paulson Capital Corporation in payment of
principal and accrued interest totaling $1,186,965.

All future transactions between AdStar and its officers, directors or five
percent shareholders, and their respective affiliates, will be on terms no less
favorable than could be obtained from unaffiliated third parties and will be
approved by a majority of the independent, disinterested directors of AdStar.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires AdStar's
officers and directors, and persons who own more than ten percent (10%) of a
registered class of the AdStar's equity securities to file reports of ownership
and changes in ownership with the Securities and Exchange Commission ("SEC").
Officers, directors and greater than ten percent (10%) stockholders are required
by SEC regulations to furnish AdStar with copies of all Section 16(a) forms they
file.

To the best of AdStar's knowledge, based solely on review of the copies of
such forms furnished to AdStar, or written representations that no other forms
were required, AdStar believes that all Section 16(a) filing requirements
applicable to its officers, directors and greater than ten percent (10%)
shareholders were complied with during 2000.

Audit Committee Report

The Audit Committee has reviewed AdStar's audited statements for the year
ended December 31, 2000. In conjunction with its review, the Audit Committee has
met with the management of AdStar to discuss the audited financial statements.
In addition, AdStar has discussed with its independent auditors,
PricewaterhouseCoopers LLP, the matters required pursuant to Statement on
Accounting Standards No. 61 and has received the written disclosures and the
letter from PricewaterhouseCoopers LLP required by the Independence Standards
Board No. 1. The Audit Committee has also discussed with PricewaterhouseCoopers
LLP its independence from management and AdStar. PricewaterhouseCoopers LLP has
full and free access to the Audit Committee.

Based on this review and discussion, the Audit Committee recommended to
the Board of Directors that the audited financial statements be included in
AdStar's Annual Report on Form 10-KSB for the fiscal year ended December 31,
2000 for filing with the Securities and Exchange Commission.

AUDIT COMMITTEE:

Arthur Salzfass

Thomas Taulli

Chris Karkenny

Audit Fees

The aggregate fees billed for the professional services rendered by
PricewaterhouseCoopers LLP for the audit of AdStar's annual financial statements
for fiscal year 2000 and the reviews of AdStar's quarterly financial statements
included in AdStar's Forms 10-QSB for fiscal year 2000 totaled $ 93,850.

Financial Information System Design and Implementation Fees

AdStar did not incur any fees for professional services rendered by
PricewaterhouseCoopers LLP in connection with information systems design and
implementation during the 2000 fiscal year.

All Other Fees

The aggregate fees billed for services rendered in year 2000 by
PricewaterhouseCoopers LLP, other than the services covered in the paragraph
above headed Audit Fees, totaled $16,000 for services related to the review of
AdStar's registration statement on Form SB-2.

Audit Committee Consideration

AdStar's Audit Committee has considered whether PricewaterhouseCoopers
LLP's provision of the services which generated the Audit and Other Fees
reported above is compatible with maintaining PricewaterhouseCoopers LLP's
independence as AdStar's principal independent accounting firm.

Work Performed by Principal Accountant's Full Time Permanent Employees

PricewaterhouseCoopers LLP services rendered in performing AdStar's audits
for fiscal year 2000 were performed by full time, permanent employees and
partners of PricewaterhouseCoopers LLP.

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors of AdStar propose that the stockholders ratify the
appointment of PricewaterhouseCoopers LLP as AdStar's independent auditors for
2001. PricewaterhouseCoopers LLP has been AdStar's independent auditors since
1999. The report of PricewaterhouseCoopers LLP with respect to AdStar's
financial statements appears in AdStar's annual report for the fiscal year ended
December 31, 2000. A representative of PricewaterhouseCoopers LLP will be at the
annual meeting and will have an opportunity to make a statement if he desires to
do so and will be available to respond to appropriate questions. In the event
the stockholders fail to ratify the appointment, AdStar's Board will consider it
a directive to consider other auditors for the subsequent year.

The Board unanimously recommends a vote FOR the ratification of the appointment
of the Independent Auditors.

AMENDMENT TO THE CERTIFICATE OF INCORPORATION INCREASING THE NUMBER OF SHARES OF
ADSTAR'S COMMON STOCK AUTHORIZED

AdStar's Certificate of Incorporation, as amended, currently authorizes
the issuance of 10,000,000 shares of common stock and 5,000,000 shares of
preferred stock. On March 27, 2001, AdStar's Board adopted a resolution, subject
to stockholder approval, to amend the fourth Article of AdStar's Certificate of
Incorporation to increase the number of authorized common stock from 10,000,000
to 20,000,000 shares.

AdStar's Board believes that the proposed increase in the number of shares
of authorized common stock is appropriate so that shares will be available, if
needed, for issuance in connection with future equity financings, possible
acquisitions, stock splits, stock dividends, employee benefit plans and for
other proper corporate purposes without further action by AdStar's stockholders,
except as required by applicable law, regulation or rule. AdStar has no present
agreements or plans to issue any of these shares.

Of the currently authorized shares of common stock, 6,626,363 were
outstanding as of May 1, 2001 and approximately 2,268,570 are reserved for
issuance pursuant to AdStar's 1999 Stock Option Plan, Vendor Compensation Plan,
and currently outstanding options and warrants. As a result, AdStar has only
approximately 1,105,067 unreserved shares of common stock available for
issuance.

AdStar's stockholders, under its Certificate of Incorporation, do not have
preemptive rights to subscribe to additional securities which may be issued by
AdStar. This means that current stockholders do not have a prior right to
purchase any new issue of AdStar capital stock in order to maintain their
proportionate ownership of common stock. In addition, if AdStar issues
additional shares of common stock or other securities convertible into common
stock in the future, it could dilute the voting rights of existing stockholders
and could also dilute earnings per share and book value per share of existing
stockholders. The increase in authorized common stock could also discourage or
hinder efforts by other parties to obtain control of AdStar, thereby having an
anti-takeover effect. The increase in authorized shares of common stock is not
being proposed in response to any known threat to acquire control of AdStar.

The Board unanimously recommends a vote FOR this proposal.

AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO CHANGE THE NAME OF THE ADSTAR

AdStar's Certificate of Incorporation currently specifies that the name of
the corporation is "AdStar.com, Inc." On March 27, 2001, AdStar's Board has
adopted a resolution, subject to stockholder approval, to amend the first
Article of AdStar's Certificate of Incorporation to change the name of the
corporation to "AdStar Inc."

AdStar's Board believes that it is in AdStar's best interest to change its
name from "AdStar.com, Inc." to "AdStar Inc." The Board believes that the use of
the ".com" is not reflective of AdStar's current business or its plans for
future growth and expansion. Management feels that the new name is more closely
aligned with the repositioning of AdStar's software products and services, as
discussed in the 2000 10-KSB.

The Board unanimously recommends a vote FOR this proposal.

MISCELLANEOUS

Stockholder Proposals

Stockholder proposals intended to be presented at AdStar's 2002 Annual
Meeting must be received by AdStar for inclusion in AdStar's proxy statement
relating to that meeting not later than March 15, 2002. Such proposals should be
addressed to Eli Rousso, Secretary, AdStar.com, Inc., 4553 Glencoe Avenue,
Suite# 325, Marina del Rey, California 90292.

Other Matters

The management knows of no other business which will be presented for
consideration at the Annual Meeting other than that stated in the notice of
meeting.

Solicitation Of Proxies

The cost of this proxy solicitation and any additional material relating
to the meeting which may be furnished to the stockholders will be borne by
AdStar. In addition, solicitation by telephone, telegraph or other means may be
made personally, without additional compensation, by officers, directors and
regular employees of AdStar. AdStar also will request brokers, dealers, banks
and voting trustees and their nominees holding shares of record but not
beneficially to forward proxy soliciting material to beneficial owners of such
shares, and AdStar, upon request, will reimburse them for their expenses in so
doing.

Reports and Financial Statements

AdStar's Annual Report for the year ended 2000, including Audited
Financial Statements is included with this proxy material. The Financial
Statements contained in the Annual Report are incorporated by reference and are
part of this soliciting material.

A copy of AdStar's Annual Report to the Securities and Exchange Commission
on Form 10-KSB, without exhibits, will be provided without charge to any
stockholder submitting a written request. Such request should be addressed to
Eli Rousso, Secretary, AdStar.com, Inc., 4553 Glencoe Avenue, Suite# 325, Marina
del Rey, California 90292.

EVERY STOCKHOLDER, WHETHER OR NOT HE OR SHE EXPECTS TO ATTEND THE ANNUAL
MEETING IN PERSON, IS URGED TO EXECUTE THE PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED BUSINESS REPLY ENVELOPE.

BY ORDER OF THE BOARD OF DIRECTORS

________________________________________
Eli Rousso, Secretary

Dated: Marina del Rey, California
May 10, 2001

APPENDIX I (FORM OF PROXY)

ADSTAR.COM, INC.
P R O X Y
FOR ANNUAL MEETING OF THE STOCKHOLDERS
June 7, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Leslie Bernhard and Eli Rousso, and each of
them, with full power of substitution, as proxies to vote the shares which the
undersigned is entitled to vote at the Annual Meeting of the Stockholders of
AdStar.com, Inc. ("AdStar") to be held at 4553 Glencoe Avenue Suite 325, Marina
del Rey, California 90292, on Thursday, June 7, 2001 at 10:00 A.M., Pacific Time
and at any adjournments thereof, hereby revoking any proxies heretofore given,
to vote all shares of common stock of AdStar held or owned by the undersigned as
indicated on the proposals as more fully set forth in the Proxy Statement, and
in their discretion upon such other matters as may come before the meeting.

Please mark "X" your votes as indicated :

1. ELECTION OF DIRECTORS: Leslie Bernhard, Eli Rousso, Jeffrey Baudo, Thomas
Taulli, Chris A. Karkenny and Arthur Salzfass

FOR election of all nominees |_|

WITHHOLD vote from all nominees |_|

FOR all nominees, EXCEPT for nominee(s) listed below
from whom Vote is withheld. |_|

2. Confirmation of the appointment of PricewaterhouseCoopers LLP as auditors for
the corporation for the year ending December 31, 2001.

FOR |_| AGAINST |_| ABSTAIN |_|

3. Amendment of the certificate of incorporation to increase the number of
authorized shares of common stock, par value $.0001 per share, from 10,000,000
to 20,000,000 shares.

FOR |_| AGAINST |_| ABSTAIN |_|

4. Amendment of the certificate of incorporation to change the corporation's
name to AdStar Inc.

FOR |_| AGAINST |_| ABSTAIN |_|

(Continued, and to be signed, on the Reverse Side)

- --------------------------------------------------------------------------------
FOLD HERE
- --------------------------------------------------------------------------------

THIS PROXY WHEN PROPERLY SIGNED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1, 2, 3 and 4.

The undersigned hereby acknowledges receipt of the Notice of, and Proxy
Statement for, the aforesaid Annual Meeting.

Dated: , 2001

________________________________________
Signature of Stockholder

NOTE: When shares are held by joint
tenants, both should sign. When signing
as attorney, executor, administrator,
trustee, or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by President
or other authorized officer. If a
partnership, please sign in partnership
name by an authorized person.

IMPORTANT - PLEASE FILL IN, SIGN AND RETURN PROMPTLY USING THE ENCLOSED
ENVELOPE.

[APPENDIX II (AUDIT COMMITTEE CHARTER)

AdStar.com, Inc.
Audit Committee Charter

The Audit Committee (the "Committee") of the Board of Directors (the "Board") of
AdStar.com, Inc. (the "Company") will assist the Board in fulfilling its
oversight responsibilities and will have the authority and specific duties
described below.

COMPOSITION

The Committee will be comprised of two or more directors as determined by the
Board. The Committee shall be composed of directors who are independent of the
management of the Company and are free of any relationship that, in the opinion
of the Board, would interfere with their exercise of independent judgment as a
Committee member. The members of the Committee will be elected annually at the
organizational meeting of the Board. One of the members of the Committee will be
elected Committee Chairman by the Board.

RESPONSIBILITY

The Committee is a part of the Board. Its primary function is to assist the
Board in fulfilling its oversight responsibilities with respect to (i) the
annual financial information to be provided to stockholders and filed with the
Securities and Exchange Commission ("SEC"); (ii) the system of internal controls
that management has established; and (iii) the external audit process. In
addition, the Committee provides an avenue for communication between the
independent accountants, financial management and the Board. The Committee
should have a clear understanding with the independent accountants that they
must maintain an open relationship with the Committee, and that the ultimate
accountability of the independent accountants is to the Board and the Committee.

While the Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Committee to plan or conduct audits or to
determine that the Company's financial statements are complete and accurate and
are in accordance with generally accepted accounting principles. These functions
are conducted by the Company's management and its independent accountants. It is
further not the duty of the Committee to plan or to conduct investigations, to
resolve any disagreements between management and the independent accountants or
to assure compliance with laws and regulations and the Company's business
conduct guidelines.

AUTHORITY

Subject to the prior approval of the Board, the Committee is granted the
authority to investigate any matter or activity involving financial accounting
and financial reporting, as well as the internal controls of the Company. In
that regard the Committee will have the authority to approve the retention of
external professionals to render advice and counsel in such matters and all
employees of the Company will be directed to cooperate with the Committee and
any external professionals retained by them.

MEETINGS

The Committee is to meet four times annually and as many additional times as the
Committee deems necessary. The Committee is to meet in separate executive
sessions with the Chief Financial Officer of the Company and the independent
accountants (and may meet separately with the independent accountants if the
Committee so chooses) at least once a year and at other times when considered
appropriate.

ATTENDANCE

Committee members will strive to be present at all meetings. As necessary or
desirable, the Committee Chairman may request that members of management and
representatives of the independent accountants be present at Committee meetings.

SPECIFIC DUTIES

In assisting the Board in carrying out its oversight responsibilities, the
Committee will:

1. Review and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board for approval.

2. Review with the Company's management and independent accountants,
the Company's accounting and financial reporting controls; and
obtain annually from the independent accountants their view as to
the adequacy of such controls.

3. Review with the Company's management and independent accountants,
significant accounting and reporting principles, practices and
procedures applied by the Company in preparing its financial
statements.

4. Review the scope and general extent of the independent accountants'
annual audit. The independent accountants should confirm to the
Committee that no limitations have been placed on the scope or
nature of their audit procedures. The Committee will review annually
with management the fee arrangement with the independent
accountants.

5. Enquire as to the independence of the independent and obtain from
the independent accountants, at least annually, a formal written
statement delineating all relationships between the independent
accountants and the Company as contemplated by Independence
Standards Board Standard No. 1, Independence Discussions with Audit
Committees.

6. Have a predetermined arrangement with the independent accountants
that they will advise the Committee, through its Chairman, and
management of the Company of any matters identified through
procedures followed for interim quarterly financial statements, and
that such notification, as required under Standards for
Communication with Audit Committees, is to be made prior to the
related press release or, if not practicable, prior to the Form
10-QSB filing.

7. At the completion of the annual audit, review with management the
following:

o The annual financial statements and related footnotes
and financial information to be included in the
Company's annual report to stockholders on Form 10-KSB.

o Results of the financial statements and the related
report thereon and, if applicable, a report on changes
during the year in accounting principles and their
application.

o Significant changes to the audit plan, if any, and any
serious disputes or difficulties with management
encountered during the audit. Enquire about the
cooperation received by the independent accountants
during their audit, including their access to all
requested records, data and information.

8. Review filings with the SEC and other published documents containing
the Company's financial statements and consider whether the
information contained in these documents is consistent with the
information contained in the financial statements.

9. Discuss with the independent accountants the quality of the
Company's financial and accounting personnel. Also elicit the
comments of management regarding the responsiveness of the
independent accountants to the Company's needs.

10. Recommend to the Board, the selection, retention or termination of
the Company's independent accountants.

11. Generally as part of the review of the annual financial statements,
have access and receive oral reports, if desired, from the Company's
counsel concerning legal and regulatory matters that may have a
material impact on the financial statements.

12. Consider such other matters in relation to the financial affairs of
the Company, and in relation to the external audit of the Company as
the Committee may, in its discretion, determine to be advisable.]