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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION** Washington, D.C. 20549

FORM 10-KSB

ANNUAL REPORT UNDER SECTION 13 OR 15(D) 
  OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended **December 31, 2003.**

Commission File Number **033-90355**

ACTIONVIEW INTERNATIONAL, INC. 
  (Exact name of registrant as specified in its charter)

|**Nevada**              | **87-0542172**                      
|----------------------- | ------------------------------------
|(State of organization) | (I.R.S. Employer Identification No.)

**221 East 10****th
  Avenue, Suite #203, Vancouver, British Columbia, Canada V5T 4V1**
  (Address of principal executive offices)

Registrant's telephone number, including area code:**(604) 878-0200**

Securities registered pursuant
  to Section 12(b) of the Act:

None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock

Check whether the registrant (1) filed all reports required
  to be file by Section 13 or 15(d) of the Exchange Act during the past 12 months
  and (2) has been subject to such filing requirements for the past 90 days. YES**x**

Check if disclosure of delinquent filers in response to Item
  405 of Regulation S-B is not contained in this form, and no disclosure will
  be contained, to the best of registrant's knowledge, in definitive proxy or
  information statements incorporated by reference in PART III of this Form 10-KSB
  or any amendments to this Form 10-KSB.**x**

The Companys revenues during the year ended December
  31, 2003 were:**$40,790.**

The aggregate market value of the voting stock held by non-affiliates
  of the Company, (18,064,190 shares) based upon the closing price of the Companys
  common stock on March 19, 2004 was approximately $9,935,300.

As of March 19, 2004 the Company had 26,114,190 issued and
  outstanding shares of common stock. (included in this figure are the 8,072,675
  issued but not outstanding shares of common stock held in trust, see Item 1:
  Share Exchange Agreement).

DOCUMENTS INCORPORATED BY REFERENCE: None

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ACTIONVIEW INTERNATIONAL, INC. TABLE OF CONTENTS

|             |                                                                                                                       | PAGE
|------------ | --------------------------------------------------------------------------------------------------------------------- | ----
|PART I       |                                                                                                                       |     
|             |                                                                                                                       |     
|Item         |                                                                                                                       |     
|Item 1       | Description of Business                                                                                               | 1   
|Item
      2 | Description of Properties                                                                                             | 7   
|Item 3       | Legal Proceedings                                                                                                     | 7   
|Item
      4 | Submission of Matters
      to a Vote of Security Holders                                                             | 8   
|             |                                                                                                                       |     
|PART II      |                                                                                                                       |     
|             |                                                                                                                       |     
|Item
      5 | Market for Common Equity
      and Related Stockholder Matters                                                        | 8   
|Item 6       | Managements Discussion and Analysis                                                                                  | 10  
|Item
      7 | Financial Statements                                                                                                  | 15  
|Item 8       | Changes in and Disagreements With Accountants
      on Accounting and Financial Disclosure                            | 15  
|Item 8A      | Controls and Procedures                                                                                               | 16  
|             |                                                                                                                       |     
|PART III     |                                                                                                                       |     
|             |                                                                                                                       |     
|Item 9       | Directors, Executive Officers, Promoters
      and Control Persons; Compliance with Section 16(a) of the Exchange Act | 16  
|Item 10      | Executive Compensation                                                                                                | 17  
|Item 11      | Security Ownership of Certain Beneficial
      Owners and Management                                                  | 21  
|Item 12      | Certain Relationships and Related Transactions                                                                        | 23  
|Item 13      | Exhibits and Reports on Form 8-K                                                                                      | 23  
|Item 14      | Principal Accountant Fees and Services                                                                                | 23  

Forward Looking Statements

This report contains forward-looking statements. The forward-looking
  statements include all statements that are not statements of historical fact.
  The forward-looking statements are often identifiable by their use of words
  such as may, expect, believe, anticipate
  intend, could, estimate, or continue,
  or the negative or other variations of these terms or comparable terms. Our
  actual results could differ materially from the anticipated results described
  in the forward-looking statements. Factors that could affect our results include,
  but are not limited to, those discussed in Item 6, Managements Discussion
  and Analysis and include elsewhere in this report.

ii

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PART I

ITEM 1.         
  DESCRIPTION OF BUSINESS

BUSINESS HISTORY AND DEVELOPMENT

Actionview International, Inc. formerly known as Acquisition
  Media, Inc. (the Company), is a Nevada Corporation which currently
  trades on the OTC Bulletin Board under the symbol AVWI and is referred
  to in this Form 10-KSB as the Company. The Company is also listed
  for trading on the Berlin-Bremen Stock Exchange under the symbol VW6.

On November 13, 2000, the Company announced that it was to
  acquire 100% of Streamscape representing 14,610,000 shares of Streamscapes
  common stock in exchange for 17,700,000 shares of the Companys common
  stock. The 17,700,000 shares of the Companys common stock were placed
  in escrow, subject to certain escrow conditions being satisfied before they
  could be distributed to the shareholders of Streamscape.

By April of 2001, the management of Streamscape could not
  deliver all the shares of Streamscape, nor were they able to obtain additional
  financing to continue operations, which was part of the escrow conditions. Therefore,
  during April 2001, the agreement was rescinded. The rescission occurred prior
  to the Company commencing operations with Streamscape and the 17,700,000 shares
  of the Companys common stock were returned to the transfer agent for cancellation.
  The financial statements do not include the transaction as it was rescinded.

However, the Company did advance $340,000 to Streamscape as
  loans for operating purposes. For the year-ended December 31, 2001, the loans
  to Streamscape were written off as a bad debt as Streamscape went into receivership.

On November 26, 2001, the Company acquired substantially all
  of the assets of Inform Online, Inc., a developer of a system that provides
  advertisements to digital display systems, for 1,000,000 restricted shares of
  the Companys common stock. Inform Online, Inc. was unable by June 30,
  2002, to reach an agreement with a major vendor to supply online advertising,
  and therefore the November 26, 2001 agreement to acquire all their assets was
  rescinded effective June 24, 2002. The Company has returned all the assets of
  Inform Online, Inc. (hardware and equipment, $70,000; computer software, $230,000;
  and intellectual properties, $250,000) and has cancelled the 1,000,000 restricted
  shares of common stock (previously issued to Inform Online, Inc.).

By an agreement dated March 25, 2002, the Company agreed to
  acquire all the issued and outstanding shares of Tele Pacific Communications
  (Samoa) Inc. from Pacific E-Link Corporation in exchange for 2,500,000 restricted
  shares of the Companys common stock. Tele Pacific Communications (Samoa)
  Inc. owns a 75% interest in Chengdu Publicis International Advertising Co. Ltd.,
  a Sino-foreign joint venture advertising agency with offices in Beijing, Shanghai,
  Chengdu and Guangzhou, China.

As at August 8, 2002, Pacific E-Link Corporation had not provided
  the Company with two years of audited financial statements for Tele Pacific
  Communications (Samoa) Inc. or Chengdu Publicis International Advertising Co.
  Ltd., nor had it delivered all of the issued and outstanding shares of Tele
  Pacific Communications (Samoa) Inc.

On August 8, 2002 the Company decided to rescind the March
  25, 2002 agreement with Pacific E-Link Corporation for non-performance on their
  part, and has cancelled the 2,500,000 restricted common shares.

On May 7, 2002 the Company announced that it had entered into
  an agreement to acquire all of the issued and outstanding shares of J&M
  Insurance Replacement Centre Ltd. (IRC) by the issuance of 4,654,000
  restricted common shares to the shareholders of IRC. Upon the completion of
  due diligence, the Company decided not to proceed with this acquisition.

1

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In August of 2002, the Company changed its name from Inform
  Media Group, Inc. to Acquisition Media, Inc.

In August of 2003, the Company changed its name from Acquisition
  Media, Inc. to Actionview International, Inc.

In August of 2003, the Company obtained a new cusip number
  and changed its trading symbol on the OTC Bulletin Board to AVWI.
  The Company is presently trading under the name: Actionview International, Inc.

On August 11, 2003, Actionview International Inc. incorporated
  a wholly-owned Canadian subsidiary, 6126421 Canada Ltd.

By an agreement dated September 9, 2003, Actionview International,
  Inc., through its wholly-owned Canadian subsidiary (6126421 Canada Ltd.) acquired
  100% of the issued and outstanding shares of Action View Advertising Systems,
  Inc.and issued 1,000,000 exchangeable shares of 6126421 Canada Inc. as consideration..
  Action View Advertising Systems, Inc. was incorporated on July 6, 1999 as a
  British Columbia Canadian Corporation.

The Exchangeable Shares can be exchanged into shares of Actionview
  International, Inc. on a one-for-one basis at the option of the exchangeable
  shareholder.

Concurrently, with the Action View Advertising Systems, Inc.
  acquisition, Actionview International, Inc. issued 327,325 restricted common
  shares to settle the shareholders loans between Action View Advertising
  Systems, Inc. and their principals  Chris Stringer and Rick Mari.

By an agreement dated September 9, 2003, the Company through
  its wholly-owned Canadian subsidiary (6126421 Canada Ltd.), acquired certain
  Intellectual Properties rights (the Intellectual Property Rights)
  relating to a computer programmable, scrolling, backlit, billboard poster sign.

The Company issued 7,422,675 Exchangeable Shares of 6126421
  Canada Ltd. to the principals of Action View Advertising Systems, Inc., Rick
  Mari and Christopher Stringer that they held personally as the developers of
  the ActionView products.

The Exchangeable Shares can be exchanged into shares of Actionview
  International, Inc. on a one-for-one basis at the option of the exchangeable
  shareholder.

The Company, through its wholly-owned subsidiary, Action View
  Advertising Systems, Inc. (ActionView), is engaged in the development,
  assembly, and marketing of a computer programmable, scrolling backlit, billboard
  poster sign, for use in retail advertising venues. ActionViews billboard
  sign offers advertisers superior backlit graphics, extremely high quality color
  resolution, and the capacity to have twelve (12) different scrolling images
  per display unit in a 4 foot by 6 foot format.

The Company recently launched its new motion billboard, after
  6 months of development, in a 6 foot by 9 foot format with a capacity of to
  display six (6) different images.

The Companys principal place of business is located
  at Suite 203 221 East 10th Avenue, Vancouver, British Columbia,
  Canada. Its telephone number is (604) 878-0200 or toll free (866) 878-0200
  and its facsimile number is (604) 879-8224.

2

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SHARE EXCHANGE AGREEMENT

During the quarter ended September 30, 2003, the Company consummated
  and finalized the acquisition of Action View Advertising Systems, Inc. (ActionView)
  and the related Intellectual Property Rights.

On August 11, 2003, Actionview International, Inc. incorporated
  a wholly-owned Canadian subsidiary, 6126421 Canada Ltd.

By agreement dated effective September 9, 2003, the Company
  through 6126421 Canada Ltd. acquired the Intellectual Property Rights relating
  to a computer programmable scrolling, backlit billboard poster sign marketed
  and sold through ActionView.

6126421 Canada Ltd. issued 7,422,675 Exchangeable Shares to
  the two principals of ActionView in exchange for intellectual property rights
  held by the principals relating to their development of ActionViews products.

Pursuant to the Agreement dated August 18, 2003, as amended
  August 25, 2003 and September 9, 2003, between the Company, 6126421 Canada Ltd.,
  ActionView, the ActionView shareholders and the two principals of ActionView,
  100% of the issued and outstanding common shares of ActionView were acquired
  by 6126421 Canada Ltd. in exchange for 1,000,000 exchangeable shares of 6126421
  Canada Ltd.

A holder of an exchangeable share may, at any time, require
  6126421 Canada Ltd. to repurchase the exchangeable share for an amount equal
  to the then current market value of the Companys common stock. 6126421
  Canada Ltd. may, at its option, satisfy the resulting obligation to repurchase
  the exchangeable shares in cash or it may elect to have the obligation satisfied
  by the issuance of shares of common stock by the Company. The Company is required
  to issue to a trustee, a sufficient number of shares of common stock to satisfy
  this obligation. The holders of the exchangeable shares are granted votes in
  the Company on a basis of one vote for every exchangeable share held.

Concurrently with 6126421 Canada Ltd.s issuance of 8,422,675
  exchangeable shares, the Company issued 8,422,675 of its common shares to a
  Trustee in the event that the exchangeable shares were exchanged. To-date 350,000
  exchangeable shares have been exchanged for company shares.

GENERAL

In August of 2003, in preparation for the closing of its acquisition
  of Action View Advertising Systems, Inc., Acquisition Media, Inc. changed its
  name to Actionview International, Inc. in order to better reflect the new business
  operations of the Company.

Action View Advertising Systems, Inc. was incorporated on
  July 6, 1999 as a British Columbia corporation and has, for the previous 4 years
  since inception been engaged in the development, assembly and marketing of a
  programmable, scrolling, backlit poster billboard for use in the retail advertising
  market. The 4 foot by 6 foot motion sign display is capable of displaying twelve
  (12) different posters.

This billboard poster display retail advertising market is
  now a five and one-half (5 1/2) billion dollar USD market in 2003 according
  to the Outdoor Advertising Association of America, Inc.

3

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PRODUCTS

Action View Advertising Systems, Inc. (the wholly-owned subsidiary
  of Actionview International, Inc.) has, over the past 4 years developed a 4
  foot by 6 foot computer programmable, scrolling, backlit billboard poster sign
  for use in retail advertising venues. The production factory is located in 2nd
  Floor So Tao Centre 11-15 Kwai Sau Road, Kwai Chung Road, Hong Kong, China and
  the quality control relating to the manufacturing process is of extremely high
  standards.

The 4 foot by 6 foot motion billboard sign retails in the
  US$10,000 to US$12,000 range.

The Company has recently completed the research and development
  of a new six (6) foot by nine (9) foot motion billboard sign and this sign will
  retail in the US$12,000  US$15,000 range.

Each 4 foot by 6 foot ActionView Sign has an installed final
  cost of approximately $4,500 which must be absorbed by the Company, in the case
  of signs which are installed by the Company in retailers point-of-purchase
  areas, for which ActionView then markets advertising space. The larger 6 foot
  by 9 foot billboard poster sign has an installed final cost of approximately
  $5,000.

In the case of ActionView Signs which retailers wish to rent
  for their own point-of-purchase areas, the Company intends to develop rental
  pricing and permit these retailers to rent or lease ActionView Signs.

The price range for advertising space on an ActionView Sign
  varies between approximately $250 - $350 per month per poster sign. Exact pricing
  depends upon a number of variables such as the traffic in the point-of-purchase
  or other area. Pricing is also negotiated between advertisers and ActionView
  on an individual basis and, therefore, only a range of prices can be given.

TARGET MARKET AND STRATEGY

ActionView intends to market the ActionView Sign primarily
  through building a networks of host companies. Host
  companies, mean companies that allow installation of an ActionView Sign on their
  premises, close to a point-of-purchase, and then share in the revenue received
  from that sign.

ActionView also intends to build a franchise network. Because
  franchisees tend to have stronger commitment to their business than employees,
  the Company believes that franchisees will foster and maintain closer relationships
  with mall managers, regional advertisers and local community advertisers, providing
  focused service to ActionViews target market.

The franchise system operates such that the franchisees rent
  the signs from ActionView as opposed to purchasing them. This results in a lower
  up front cost to the franchisee, making an ActionView franchise more affordable.
  This rental approach is also beneficial to ActionView as it provides the Company
  with an ongoing rental revenue stream that continues to grow as the franchise
  network grows.

ActionView may also pursue direct sales of ActionView Signs
  to end-users.

The Company may seek, if opportunities present themselves,
  to develop international business through the granting of licensing and distribution
  rights to foreign companies.

INTELLECTUAL PROPERTIES AND PATENTS

The Company owns the intellectual property rights to the Action
  View Sign through 6216421 Canada Ltd. , the wholly-owned subsidiary.

4

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The Intellectual Property Rights were purchased by 6216421
  Canada Ltd. directly from the principals of ActionView under the terms of the
  Share Exchange Agreement.

ActionView has applied for trademark rights in the United
  States and Canada for the tradename ActionView. The initial application
  was filed in Canada and it is expected that a response should be received within
  18 months. The trademark ActionView is on the primary register in
  the United States as is the phrase ActionView: we leave the competition
  standing still.

ActionView has applied for the following US patents:

|** ̈** | Pending Application No. 09/90652: Display Sign End Controller                                                          
|----- | -----------------------------------------------------------------------------------------------------------------------
|** ̈** | Pending Application No. 09/528812: System and Method of Cross-Selling
      Advertising                                
|** ̈** | The Second patent pending application has also been made in Canada under
      the Canadian Patent Pending No.: 2341053

RESEARCH AND DEVELOPMENT

The Company does not anticipate incurring any significant
  expenditures on research and development for the next twelve (12) months other
  than salaries and consulting payments for the two employees engaged in research
  and development.

The Company is building a prototype of a new and larger sign
  and anticipates that the expenditures for building this prototype will be approximately
  $200,000 over the next twelve (12) months.

If the Company identifies a market or customers for a custom
  built or a sign with specifications other than those the ActionView Sign currently
  has, it may choose to pursue research and development of such custom built signs
  or signs with alternate specifications.

COMPETITION AND MAIN COMPETITORS

ActionView competes with a variety of other companies providing
  advertising space or services.

However, ActionView is the only company presently marketing
  a scrolling poster billboard capable of carrying twelve (12) poster sized images
  at one time plus one still-view poster on the back of the structure. In this
  sense, ActionView has no direct competitors.

The outdoor advertising segment is highly competitive and
  is becoming more concentrated. The top three advertising companies in the world,
  Clear Channel Group, Infinity (Viacom) Inc. and the JCDecaux Group had a 9%
  market share in 1996 and a 30% market share in 2000 with consolidation and acquisition
  of companies taking place in the industry.

In Canada, the Out-Of-Home advertising segment is even more
  highly concentrated with Pattison Outdoor Inc. accounting for close to 47% of
  the outdoor market segment according to the Canadian Outdoor Advertising Association.

ActionView is a small player in this market at this time and
  there is the risk that a larger or national player will attempt to focus on
  the point-of-purchase niche ActionView is pursuing. If this were to occur, ActionView
  would face competition from a company with significantly greater resources,
  particularly financial resources and manpower, than ActionView itself has.

5

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COMPETITIVE ADVANTAGES OF ACTIONVIEW

ActionView hopes that targeting local and regional advertisers,
  advertisers that are not typically the focus of the dominant companies in the
  segment in the US and Canada, will provide it with a growing market niche and
  a customer base for its ActionView Signs.

The ActionView signs have the following features which are
  not typically found on other scrolling billboards: they are portable, the software
  allows the scrolling speed to be programmable, individual ad exposure time is
  programmable, all poster types are acceptable and they permit up to twelve (12)
  ads to be displayed on one unit.

Additional competitive advantages of ActionView include the following:

|** ̈** | Advertising customers may prefer ActionView as an
        advertising medium because, if the signs are installed in host
        companies, their advertising is physically close to the point at which
        a consumer makes a purchase decision (eg. An advertisement for a chocolate
        bar close to the cash register at a food store is likely to have more
        impact than an advertisement in a magazine at home);
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|** ̈** | The advertising medium represented by the ActionView
        Sign is affordable compared to other competitive out-of-home advertising
        methods;                                                                                                                                                                                                                                                                                 
|** ̈** | The ActionView Sign displays are backlit and can
        be a versatile range of quality bright colors, providing advertising customers
        with a visible advertising medium;                                                                                                                                                                                                                                                     
|** ̈** | The ActionView Sign, because it will be installed
        in host companies that attract certain demographics and customer
        types, may be more useful to advertising customers who wish to target
        certain demographics (eg. Advertisers wanting to reach an audience of
        preteens would be more interested in an advertising opportunity outside
        of a toy store).                                      

EMPLOYEES

ActionView presently has four (4) full-time employees and
  two (2) part-time employees. Of these employees, three (3) are engaged in sales
  and marketing, two (2) are engaged in product development and one (1) is engaged
  primarily in administration.

In addition, as required, ActionView engages independent consultants
  and contractors.

ActionView anticipates hiring an additional four (4) employees
  over the next six to nine months where revenues and funds permit.

PROJECTS IN PROGRESS & STRATEGIC ALLIANCES

Actionview has been successful in completing the installation
  of ActionView Signs in several major venues in North America as
  well as outside North America.

In November of 2003, the Company agreed to the installation
  of 25 scrolling billboards in the newly finished World Trade Center in Dubai,
  United Arab Emirates. The US$285 million complex has set a new world standard
  for convention centers and has made Dubai the Convention City of choice for
  the Middle East and West Africa.

In November of 2003, the Company installed its first motion
  billboard at the Sunoco service station located in Vaughn, Ontario, Canada.
  Sunoco has over 300 locations in Ontario, Canada and 4,300 locations in the
  USA, of which 600 have convenience stores.

6

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In January of 2004, the Company completed an international
  joint venture advertising media corporation with Americrown Inc. of Hong Kong.
  The new joint venture media corporation will immediately commence the installation
  of ActionView motion billboard signs in the largest movie theatre chain in Hong
  Kong and China  the Broadway Theatre Group. The Broadway Theatre Group
  also produces movies with such proven winners as Crouching Dragon, Hidden
  Tiger and Hero.

In February of 2004, the Company secured the installation
  of a backlit, scrolling sign system at the Showcase Store of Canadas largest
  automotive and hardware products retailer. With 450 stores, coast-to-coast,
  the Retailer is the best-known and most successful automotive products retailer
  in Canada. The Company is also the largest independent retailer of gasoline
  in Canada and has shown initial interest in ActionViews scrolling billboard
  technology for its 200 gas bars.

In early March of 2004, the Company had just completed installation
  of the ActionView motion billboard system into a branch of the worlds
  largest Home Improvement Chain, Home Depot. This Retailer has approximately
  1,500 stores located throughout North America and is the acknowledged world
  leader in home improvement marketing.

In March of 2004, the Company has installed 2 signs into Woolworths
  Australia and is currently in negotiations for a nationwide roll-out after Woolworths
  completed an extremely successful beta testing program.

In March of 2004, Americrown Inc. (the Companys joint
  venture partner in Hong Kong) received the approval to install ten (10) Actionview
  Signs in the China Metro subway system in some of the busiest subway terminals
  in China.

The Company is aggressively marketing its scrolling, backlit,
  billboard technology to other major corporations throughout the world. It expects
  to complete transactions with several majors within the next few months.

ITEM 2.         
  DESCRIPTION OF PROPERTIES

The Company does not own any real estate property as of March
  20, 2004.

The Company, through its wholly-owned subsidiary Action View
  Advertising Systems, Inc. rents approximately 1200 sq. ft. of warehouse facilities
  at Unit #138  770 Terminal Avenue, Vancouver, British Columbia, Canada.
  The terms of the lease is for one year from March 4, 2004 and the annual rent
  is approximately $7,200.

In addition, the Company, through its wholly-owned subsidiary,
  Action View Advertising Systems, Inc. rents their administrative offices at
  Suite 203  221 East 10th Avenue, Vancouver, British Columbia,
  Canada. The premises are approximately 2,200 sq. ft. and are being leased for
  a three year period expiring September 30, 2006 at an annual lease cost of approximately
  $16,200.

ITEM 3.         
  LEGAL PROCEEDINGS

Management is not aware of any legal proceedings (either presently
  engaged in or contemplated) by any government authority or other party involving
  the Company or its properties.

No directors, offices, or affiliate of the Company is (i)
  a party adverse to the Company in any legal proceedings, or (ii) has an adverse
  interest to the Company in any legal proceedings.

7

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ITEM 4.         
  SUBMISSION OF MATTERS FOR VOTE OF SECURITY HOLDERS

None

ITEM 5.         
  MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

MARKET INFORMATION

The Companys Common Stock is traded on the OTC Bulletin
  Board under the trading symbol AVWI and on the Berlin-Bremen Exchange
  under the trading symbol VW6. Set forth below is the range of high
  and low bid quotations for the periods indicated as reported by the OTC Bulletin
  Board. The market quotations reflect interdealer prices, without retail mark-up,
  mark-down or commissions and may not necessarily represent actual transactions.

|               | FISCAL YEARS ENDED | 
|-------------- | ------------------ | 
|               | DECEMBER 31, 2003  | 
|               | HIGH BID           | 
|FIRST QUARTER  | 0.06               | 
|SECOND QUARTER | 0.33               | 
|THIRD QUARTER  | 0.67               | 
|FOUTH QUARTER  | 1.19               | 

As of March 19, 2004, the Company had approximately 200 shareholders
  of record.

DIVIDENDS

Holders of common stock as entitled to receive dividends as
  may be declared by the Board of Director and, in the event of liquidation, to
  share pro-rate in any distribution of the Companys assets after payment
  of liabilities. The Board of Directors is not obligated to declare a dividend.

No dividends have ever been paid by the Board of Directors
  of the Company on its common stock. The Companys losses do not currently
  indicate the ability to pay any cash dividends, and the Company does not intend
  paying cash dividends on its common stock in the foreseeable future.

ISSUANCE OF RESTRICTED STOCK

On February 15, 2002, the Company issued 1,000,000 restricted
  shares of its common stock to acquire substantially all of the assets of Inform
  Online, Inc., a developer of a system that provides advertisements to digital
  display systems, for 1,000,000 restricted shares of the Companys common
  stock. Inform Online, Inc. was unable by June 30, 2002, to reach an agreement
  with a major vendor to supply online advertising, and therefore the agreement
  to acquire all their assets was rescinded. The Company has returned all the
  assets of Inform Online, Inc. (hardware and equipment, $70,000; computer software,
  $230,000; and intellectual properties, $250,000) and has cancelled the 1,000,000
  restricted shares of common stock.

The Company had relied upon the exemption provided by Section
  4 (2) of the Securities Act of 1933 in issuing the original 1,000,000 shares
  to Inform Online Inc..

By an agreement dated March 25, 2002, the Company agreed to
  acquire all the issued and outstanding shares of Tele Pacific Communications
  (Samoa) Inc. from Pacific E-Link Corporation in exchange for 2,500,000 restricted
  shares of the Companys common stock. Tele Pacific Communications (Samoa)
  Inc. owns a 75% interest in

8

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Chengdu Publicis International Advertising Co. Ltd., a Sino-foreign
  joint venture advertising agency with offices in Beijing, Shanghai, Chengdu
  and Guangzhou, China.

As of August 8, 2002, Pacific E-Link Corporation had not provided
  the Company with two years of audited financial statements for Tele Pacific
  Communications (Samoa) Inc. or Chengdu Publicis International Advertising Co.
  Ltd., nor had it delivered all of the issued and outstanding shares of Tele
  Pacific Communications (Samoa) Inc.

The Company decided to rescind the March 25, 2002 agreement
  with Pacific E-Link Corporation for non-performance on their part, and has cancelled
  the 2,500,000 restricted common shares.

When the Company issued the 2,500,000 shares of its common
  stock to Pacific E-Link Corporation, the Company relied upon the exemption provided
  by Section 4 (2) of the Securities Act of 1933 to issue these shares.

During the three months ended December 31, 2003 the Company
  issued 958,000 restricted common shares to six non US resident placees in consideration
  for $479,000. The Unit Offering with 958,000 warrants entitled the warrant holders
  to purchase 958,000 shares of the Companys restricted common stock at
  $0.55 for a period of two years from the private placement date.

During the three months ended December 31, 2003, the company
  issued 602,000 restricted common shares to settle convertible notes payable
  in the amount of $188,000 and 16,110 restricted common shares to settle interest
  accrued on those debentures in the amount of $5,022. These shares were issued
  to two non-U.S. resident convertible note holders.

During the three months ended December 31, 2003, the Company
  issued 774,446 restricted common shares in settlement of debt to three creditors
  (non US residents) in the amount of $387,223.

Concurrent with the acquisition of Action View, the Company
  issued 327,325 restricted shares of common stock to the two principals of Action
  View in settlement of outstandingadvances to Action View .

During the three months ended December 31, 2003, the Company
  issued 250,000 shares relating to a warrant holder exercising his warrants entitling
  them to purchase 250,000 restricted common shares at $0.30 per share for a total
  value of $75,000 which was offset against accounts payable.

Under the terms of its acquisition of Action View, through
  6216421 Canada Ltd., the Company set aside a total of 8,422,675 of its common
  shares with a Trustee, for ultimate exchange with the exchangeable shares of
  6216421 Canada Ltd.

During the last quarter of the year the Company issued a total
  of 350,000 shares of common stock in satisfaction of the purchase price owing
  by 6216421 Canada Ltd. on repurchase of a total of 350,000 exchangeable shares
  of 6216421 Canada Ltd.

ISSUANCE OF NON- RESTRICTED STOCK

In May of 2003, the Company issued 975,000 shares of common
  stock in payment for a total of $63,375 in consulting and legal fees. These
  shares were issued pursuant to an S-8 registration statement filed in May of
  2003.

On November 5, 2000 the Company issued 8% convertible notes
  payable totaling $335,000. Under the convertibility terms of the note payable,
  the principal plus the accrued interest, could be converted at the option of
  the holder into units of the Company at a conversion price of $0.20 per Unit.
  Each Unit was comprised of one

9

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fully paid non-assessable common share of the Company and
  one Share Purchase Warrant entitling the holder to purchase an additional common
  share at a purchase price of $0.25 per common share. During 2003 the conversion
  price of the Units was reduced to $0.05 and the exercise price of the warrants
  was reduced to $0.10

During September and October 2003 the Company issued 6,700,000
  common shares to settle convertible notes payable in the amount of $335,000
  and issued 1,332,460 common shares in settlement of accrued interest (relating
  to the convertible notes payable) in the amount of $66,623.

STOCK OPTION PLAN

On September 18, 2003, the Company adopted a Non-Qualified
  Stock Option Plan with authorizes the issuance of up to 1,750,000 shares of
  common stock on exercise of options to purchase 1,525,000 shares of common stock
  to the Companys officers, directors, employees and to the consultant of
  the Company. In addition, the Company adopted a Stock Bonus Plan which authorizes
  the issuance of up to 1,000,000 shares of common stock. The options are exercisable
  at a price of $0.50 per share for the period from October 1, 2003 to September
  30, 2005. As at March 20, 2004 none of the options have been exercised. The
  shares issuable under the Non-Qualified Stock Option Plan and the Stock Bonus
  Plan have not been registered for resale in the United States and any resale
  of such shares would be subject to restrictions.

ITEM 6.         
  MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLANOF
  OPERATION

Statements made in this Form 10-KSB that are not historical
  or current facts are forwarded-looking statements made pursuant
  to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the
  Act) and Section 21E of the Securities Exchange Act of 1934. These
  statements often can be identified by the use of terms such as may,
  will, expect, believe, anticipate,
  estimate, approximate or continue, or the
  negative thereof. The Company intends that such forward-looking statements be
  subject to the safe harbors for such statements. The Company wishes to caution
  readers not to place undue reliance on any such forward-looking statements represent
  managements best judgment as to what may occur in the future. However,
  forward-looking statements are subject to risks, uncertainties and important
  factors beyond the control of the Company that could cause actual results and
  events to differ materially from historical results of operations and events
  and those presently anticipated or projected. The Company disclaims any obligations
  subsequently to revise any forward-looking statements to reflect events or circumstances
  after the date of such statement or to reflect the occurrence of anticipated
  or unanticipated events.

The following discussions of the results of operations and
  financial position of the Company should be read in conjunction with the financial
  statements and notes pertaining to them that appear elsewhere in this Form 10-KSB.

The consolidated financial statements include the accounts
  of Actionview International, Inc., a Nevada Corporation and its 100% interest
  in 6126421 Canada Ltd. (its wholly-owned Canadian subsidiary incorporated August
  11, 2003). 6126421 Canada Ltd. owns 100% of the issued and outstanding shares
  of Action View Advertising Systems, Inc., a British Columbia Corporation acquired
  effective September 9, 2003. Action View

10

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Advertising Systems, Inc. engages in the manufacturing, assembly
  and marketing of programmable scrolling backlit billboards poster signs used
  in retail advertising venues.

Action View Advertising Systems, Inc. was acquired effective
  September 9, 2003,Accordingly, the consolidated statement of operations includes
  the results of operation of Action View for the period from September 9, 2003
  to December 31, 2003. Since September 9, 2003, the new directors of Actionview
  International, Inc., have had to deal with the complexities of taking their
  private company, public, raising capital, answering investor inquiries, and
  physically moving their administrative offices and warehouse facilities. Thus,
  the first four months of operating as a public company was primarily a re-organizational
  phase for Action View.

The Companys (Actionview International, Inc.) financial
  statements have been prepared and incorporate financial data and figures of
  Action View Advertising Systems, Inc. from September 9, 2003 to December 31,
  2003. The comparative year figures for Actionview International, Inc. do not
  include the operations of Action View Advertising Systems, Inc. For this reason
  no beneficial comparison between the two financial periodscan be made.

The total revenues for the year-ended December 31, 2003 were
  $40,790 and the gross profit on these sales was $22,690. These sales related
  to the operations of Action View Advertising Systems, Inc. since its acquisition
  date of September 9, 2003 to December 31, 2003 (a four month period).

The operating expenses of Actionview International, Inc. (including
  the operating expenses of Action View Advertising Systems, Inc. from September
  9, 2003 to December 31, 2003) for the year ended December 31, 2003 were $984,104
  and these were comprised of the following:

| | (i)   | consulting fees (cash based $91,400, stock based $326,100)
| | ----- | ----------------------------------------------------------
| | (ii)  | depreciation and amortization $80,861                     
| | (iii) | marketing $36,237                                         
| | (iv)  | investor relations related costs $53,567                  
| | (v)   | professional fees (legal and audit) $95,660               
| | (vi)  | management fees (cash based $77,471 stock based$120,000)  
| | (vii) | office and general administration $102,808                

The cost of the Intellectual Property in the amount of $2,226,803
  is being amortized over ten (10) years on a straight-line basis.

LIQUIDITY AND CAPITAL RESOURCES

The Companys financial statements have been prepared
  assuming that it will continue as a going concern and, accordingly, do not include
  adjustments relating to the recoverability and realization of assets and classification
  of liabilities that might be necessary should the Company be unable to continue
  in operation.

As of December 31, 2003, the Companys current assets
  were $549,040 and its current liabilities were $273,731, which resulted in a
  working capital surplus of $275,309.

In comparison, as of December 31, 2002, the Companys
  current assets were $7 and its current liabilities were $822,683, which resulted
  in a working capital deficiency of $822,676. The Companys working capital
  position improved by $1,097,985 between December 31, 2002 and December 31, 2003.

As of December 31, 2003 the Companys total assets were
  $3,214,959 consisting of: (i) $549,040 in current assets comprised of $41,855
  in cash, $87,463 in accounts receivable, $116,846 in inventory, and 302,876
  in prepaid

11

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expenses (ii) $81,771 in furniture and equipment (net of depreciation)
  (iii) $2,152,576 in Intellectual Properties (net of amortization) and (iv) $431,572
  in Goodwill.

In September of 2003, the Company had acquired the Goodwill
  and Intellectual Properties in the acquisition transaction of Action View Advertising
  Systems, Inc. At year-end (December 31, 2003), the Company has assessed as to
  whether or not there has been an impairment of Goodwill and Intellectual Property
  valuations as reflected on the consolidated balance sheet of Actionview International,
  Inc. as at December 31, 2003.

As described under the section titled Projects in Progress
  and Strategic Alliances, the Company has been extremely active since the
  acquisition of Action View Advertising Systems, Inc. in September of 2003. The
  Company has been successful in the placement of their scrolling billboards in
  several high-profile installations such as Sunoco, the Dubai Trade Centre, and
  the Broadway Theatre Group in Hong Kong. The Company has also received approval
  through its joint venture partner in Hong Kong to install ten (10) signs in
  the Chinese Metro system.

In addition to permanent installations being completed, the
  Company has established several significant beta-testing programs
  in major chain stores such as Home Depot and Woolworths Australia.

Based on the results of the beta-testing programs
  completed to date and presently in progress and based upon the estimated revenues
  that could result from the prospective contracts with major joint-venture partners
  and major chain stores, the management of Actionview International, Inc. conclude
  that there is no impairment of Goodwill and Intellectual Property valuations
  as reflected on the December 31, 2003 balance sheet of the Corporation.

As of December 31, 2003, the Companys total liabilities
  were $320,571 consisting primarily of (i) $65,450 under a bank operating line
  of credit guaranteed by the Companys two directors, and (ii) $136,073
  in accounts payable and accrued liabilities, (iii) $77,471 in long-term debt
  (iv) deferred revenue of $1,645, (v) notes payable of $20,000 and (vi) amounts
  due to related parties of $19,932.

As of December 31, 2003, the Companys Stockholders
  Equity increased to a positive position of $2,894,388 from a deficit position
  of ($822,676) as of December 31, 2002. This is an increase in Stockholders
  Equity of $3,717,064 between December 31, 2002 and December 31, 2003.

The Company has not generated positive cash from operating
  activities to December 31, 2003. For the fiscal year ended December 31, 2003,
  net cash flows used in operating activities were ($551,234) compared to ($490)
  of net cash flows used in operating activities for the fiscal year ended December
  31, 2002 (an increase of $550,744). The increase in cash flows used in operating
  activities during the fiscal year ended December 31, 2003 compared to the fiscal
  year ended December 31, 2002 resulted from: (i) a net loss of ($961,414) incurred
  during the fiscal year ended December 31, 2003 compared to a net loss of ($224,820)in
  2002(ii) an increase in stock-based compensation to $446,100 during the fiscal
  year ended December 31, 2003 compared to $NIL for the fiscal year ended December
  31, 2002 (iii) a decrease in accounts payable to $191,604 during the fiscal
  year ended December 31, 2003 from $224,330 for the fiscal year ended December
  31, 2002.and other working capital changes.

The Companys cash flow used in investing activities
  during the fiscal year ended December 31, 2003 was $107,436 compared to $NIL
  for the fiscal year ended December 31, 2002.This related primarily to (i) purchase
  of fixed assets for $53,997 and (ii) cash advances to Action View (the acquired
  private company) net of cash acquired on acquisition of $53,439.

Net cash flows from financing activities were $700,518 during
  the year ended December 31, 2003 compared to $NIL for the year ended December
  31, 2003. The increase in net cash flows from financing activities during the

12

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fiscal year ended December 31, 2003 resulted primarily from
  (i) issuance of restricted common stock for $479,000 (ii) proceeds relating
  to the issuance of convertible notes payable of $188,000 (settle through the
  issuance of 602,000 restricted common shares in December of 2003) (iii) increase
  in bank indebtedness of $25,782 and (iv) related parties advances of $12,393.

The Company does not have any available lines of credit, bank
  financing or other external sources of liquidity. Due to accumulated operating
  losses, during the initial years of operations, the Companys operations
  have not been a source of liquidity.

The ability of the Company to continue as a going concern
  is dependent on the Company raising additional capital and on future profitable
  operations. The Company expects to obtain additional capital through the private
  sales of the Companys common stock or from borrowings from private lenders.
  There can be no assurance that the Company will be successful in obtaining any
  additional capital needed for its continued operations.

Critical Accounting Policies And Estimates

Managements Discussion and Analysis of Financial Condition
  and Results of Operations discusses the Companys consolidated financial
  statements, which have been prepared in accordance with accounting principles
  generally accepted in the United States of America. The preparation of these
  financial statements requires management to make estimates and assumptions that
  affect the reported amounts of assets and liabilities at the date of the financial
  statements and the reported amounts of revenues and expenses during the reporting
  period. On an on-going basis, management evaluates its estimates and judgments,
  including those related to revenue recognition, intangible assets, financing
  operations, and contingencies and litigation. Management bases its estimates
  and judgments on historical experience and on various other factors that are
  believed to be reasonable under the circumstances, the results of which form
  the basis for making judgments about the carrying value of assets and liabilities
  that are not readily apparent from other sources. Actual results may differ
  from these estimates under different assumptions or conditions. These accounting
  policies are described in the notes to the consolidated financial statements
  for the fiscal year ended December 31, 2003 which are included as part of this
  report.

Intangible assets

The Company has adopted the provision of the Statement of
  Financial Accounting Standards No. 142 (SFAS 142), Goodwill
  and Intangible Assets, which revises the accounting for purchased goodwill
  and intangible assets. Under SFAS 142, goodwill and intangible assets with indefinite
  lives will no longer be amortized and will be tested for impairment annually.
  Intangible assets with a definite life will be amortized over that expected
  life and will also be tested for impairment annually. The Companys intellectual
  property is being amortized over 10 years. The determination of any impairment
  would include a comparison of estimated future operating cash flows anticipated
  during the remaining life with the net carrying value of the asset.

PLAN OF OPERATION

FUNDING

During the third quarter ended September 30, 2003, the Company
  raised $188,000 through the issuance of convertible notes payable. During the
  quarter ended December 31, 2003, the Company issued 602,000 restricted

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common shares to settle the principal in these convertible
  notes payable and 16,110 restricted common shares to settle $5,022 of accrued
  interest relating to these convertible notes.

During the fourth quarter ended December 31, 2003, the Company
  prepared a Private Placement Offering Memorandum to sell 2,000,000 units of
  securities at $0.50 per unit. Each Unit consists of one share of restricted
  common stock of the Company and one non-transferable share purchase warrant.
  The Warrant entitles the holder to purchase one share of restricted common stock
  at $0.55 for three years.

The Company, using this Unit Offering Document sold 958,000
  units during the fourth quarter ended December 31, 2003 and received $479,000
  in gross proceeds in the fourth quarter ended December 31, 2003. Upon the warrants
  being exercised, the Company would be provided with funds of $526,900.

The Company is attempting to sell the balance of 1,042,000
  units of this Unit Offering at the present time.

Management of the Company estimates that as of the date of
  this Annual Report of 10-KSB, the Company has raised approximately $670,000
  in funding since the acquisition of Actionview Advertising Systems, Inc. (effective
  September 9, 2003). Current management of the Company anticipates that funding
  requirements for the next twelve to eighteen months of operations will be as
  follows:

|                               | $         | 
|------------------------------ | --------- | 
|Acquisition of sign inventory: | 1,500,000 | 
|Monthly overhead requirements: | 900,000   | 
|Contingency allowance:         | 100,000   | 
|                               | 2,500,000 | 

The Company is dependent for the continuance of its operations
  on further debt or equity financings. Failure to obtain such financings could
  result in the Company being unable to continue its operations.

There can be no certainty that such financings would be obtained
  on favorable terms, if at all, and any equity financings could dilute the interests
  of existing shareholders.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Annual Report, the Company does not
  have any off-balance sheet arrangements that have or are reasonably likely to
  have a current or future effect on the Companys financial condition, changes
  in financial condition, revenues or expenses, results of operations, liquidity,
  capital expenditures or capital resources that are material to investors. The
  term off-balance sheet arrangement generally means any transactions,
  agreement or other contractual arrangement to which an entity unconsolidated
  with the Company is a party, under which the Company has (i) any obligation
  arising under a guarantee contract, derivative instrument or variable interest;
  or (ii) a retained or contingent interest in assets transferred to such entity
  or similar arrangement that serves as credit, liquidity or market risk support
  for such assets.

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ITEM 7.         
  FINANCIAL STATEMENTS

This information required under Item 310 (a) of Regulation
  S-B is included in this report as set forth in the Index to Consolidated
  Financial Statements.

ITEM 8.         
  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIALDISCLOSURES

Effective August 5, 2003, the Company retained Dale Matheson
  Carr-Hilton,(DMCL) formerly LaBonte & Company, Chartered Accountants
  to act as Companys independent Chartered Accountants. In this regard,
  DMCL replaced Stonefield Josephson, Inc. as the Companys independentChartered
  Accountants. The Company replaced Stonefield Josephson, Inc. with DMCL as a
  result of the change in the Companys management and the relocation of
  the Companys officers from Washington to British Columbia, Canada. Stonefield
  Josephson, Inc. audited the Companys financial statements for the fiscal
  years ended December 31, 2001 and 2002. Stonefield Josephson, Inc. reports for
  those fiscal years did not contain an adverse opinion, or disclaimer of opinion
  and was not qualified or modified as to audit scope or accounting principles.
  However, the report of Stonefield Josephson for those fiscal years contained
  an explanatory paragraph with respect to uncertainty as to the Companys
  ability to continue as a going concern.

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The change in the Companys auditors was recommended
  and approved by the Board of Directors of the Company. The Company does not
  at present, have an audit committee.

During the two most recent years and subsequent interim period
  ending June 30, 2003, the Company did not consult with Stonefield Josephson
  regarding the application of accounting principles to a specific transaction,
  either completed or proposed, or the type of credit opinion that might be rendered
  on the Companys financial statements, or any matter that was the subject
  of a disagreement or a reportable event as defined in the regulations of the
  Securities and Exchange Commission.

Item 8A Controls and Procedures

The Company has established and currently maintains disclosure
  controls and other procedures designed to ensure that material information required
  to be disclosed in its reports filed under the Securities Exchange Act of 1934
  is recorded, processed, summarized and reported, within the time periods specified
  by the Securities and Exchange Commission. In conjunction with the close of
  each fiscal quarter, the Company conducts a review and evaluation of the effectiveness
  of the Companys disclosure controls and procedures. It is the opinion
  of the Companys principal accounting officer and President, based upon
  an evaluation completed within 90 days prior to the filing of this report, that
  the Companys disclosure controls and procedures are effective and ensure
  that any material information relating to the Company is recorded, processed,
  summarized and reported to its principal officers to allow timely decisions
  regarding required disclosures. There have been no significant changes in the
  Companys internal controls or in other factors that could significantly
  affect internal controls subsequent to December 31, 2003.

ITEM 9.         
  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS; COMPLIANCE WITH
  SECTION 16(a) OF THE EXCHANGE ACT

As of the date of this Annual Report, the directors and executive
  officers of the Company are as follows:

|NAME                 | AGE | POSITION WITH THE COMPANY                       
|-------------------- | --- | ------------------------------------------------
|Christopher Stringer | 60  | President, Chief Financial Officer, and Director
|Rick Mari            | 50  | Chief Executive Officer, Treasurer, and Director

Biographics of Directors and Officers

CHRISTOPHER STRINGER is the President, Chief Financial Officer,
  and a Director of the Company and a Director of its wholly-owned Canadian subsidiary,
  6126421 Canada Ltd. Mr. Stringer has spent the past 25 years as a business innovator,
  with specific expertise in the initial organization, development, operations
  and leadership of both new and established service companies. Mr. Stringer has
  been with Actionview Advertising Systems, Inc. for over five (5) years. He founded
  Molly Maid International, Inc. which now has 600 franchisees in four (4) countries.
  He also led the development of ServiceMaster in Canada and headed the expansion
  of Loomis Courier Services in Eastern United States and Canada.

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RICK MARI is the Chief Executive Officer and a Director of
  the Company and a Director of its wholly-owned Canadian subsidiary, 6126421
  Canada Ltd. Mr. Mari over the past seven years, developed the Actionview scrolling
  billboard by integrating a variety of systems and technologies, taking advantage
  of his twenty (20) years of experience as President and owner of Productive
  Electronic Marketing Ltd., a multi-million dollar electronics development and
  distribution business that included products from Memorex, Fuji and Franklin
  Language Computers.

Mr. Mari directs the research, development and manufacturing
  of the Actionview scrolling sign and still-view products. Mr. Mari leads ActionViews
  global operations in the United Arab Emirates, Australia and China, and is in
  the process of expanding ActionViews presence in North Africa, India,
  South America and South Africa.

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth in summary form, the compensation
  received by (i) the Chief Executive Officer of the Company, (ii) the President
  of the Company, and (iii) by cash other executive officer of the Company who
  received in excess of $100,000 during the fiscal year ended December 31, 2002
  and 2003. The Company does not have a Compensation Committee.

|                     |        |  |        |  |       |  |              |  | Restricted |  | Options |  | All other    | 
|-------------------- | ------ |  | ------ |  | ----- |  | ------------ |  | ---------- |  | ------- |  | ------------ | 
|                     |        |  |        |  |       |  | Other Annual |  | Stock      |  | Granted |  | Compensation | 
|Name and Principal   | Fiscal |  | Salary |  | Bonus |  | Compensation |  | Awards     |  |         |  |              | 
|Position             | Year   |  | (1)    |  | (2)   |  | (3)          |  | (4)        |  | (5)     |  | (6)          | 
|Christopher Stringer | 2003   |  | 33,485 |  | -     |  | -            |  | -          |  | 300,000 |  | -            | 
|                     | 2002   |  | 0      |  | -     |  | -            |  | -          |  | -       |  | -            | 
|Rick Mari            | 2003   |  | 25,200 |  | -     |  | -            |  | -          |  | 300,000 |  | -            | 
|                     | 2002   |  | 0      |  | -     |  | -            |  | -          |  | -       |  | -            | 

| | (1) | The dollar value of base salary (cash and non-cash) received
| | --- | ------------------------------------------------------------
| | (2) | The dollar value of bonus (cash and non-cash) received      

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| | (3) | Any other annual compensation not properly
        categorized as salary or bonus, including perquisites and other personal
        benefits, securities or property                                                                                                                                                                                                                                                                                                                                                                                        
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (4) | During the periods covered by the table,
        the value of the shares of restricted stock issued as compensation for
        services to the persons listed in the table                                                                                                                                                                                                                                                                                                                                                                                 
| | (5) | The shares of common stock to be received
        upon the exercise of all stock options granted during the periods covered
        by the Table                                                                                                                                                                                                                                                                                                                                                                                                            
| | (6) | All other compensation received that
        the Company could not properly report in any other column of the Table
        including annual Company contributions or other allocations to vested
        and unvested defined contribution plans, and the dollar value of any insurance
        premiums paid by, or on behalf of, the Company with respect to term life
        insurance for the benefit of the named executive officer, and the full
        dollar value of the remainder of the premium paid by, or on behalf of,
        the Company.

Employment Contracts

The Company does not have any employment contracts with its
  executive officers.

Long-Term Incentive Plans  Awards in Last Fiscal
  Year

None

Employee Pension, Profit Sharing or Other Retirement
  Plans

None

Compensation of Directors

Standard Arrangements. Currently the Company does not
  pay its directors for serving as directors. The Company has no standard arrangement
  pursuant to which directors of the Company are compensated for any services
  provided as a director or for committee participation or special assignments.

Other Arrangements. See Stock Options below for information
  concerning options granted to the Companys officers and directors.

Stock Option and Bonus Plans

The Company has a Non-Qualified Stock Option Plan and a Stock
  Bonus Plan. A summary description of these Plans follows. In some cases these
  Plans are collectively referred to as the Plans.

Non-Qualified Stock Option Plan

The Non-Qualified Stock Option Plan authorizes the issuance
  of shares of the Companys Common Stock to persons that exercise options
  granted pursuant to the Plan. The Companys employees, directors, officers,
  consultants and advisors are eligible to be granted options pursuant to the
  Plan, provided however that bona fide services must be rendered by such consultants
  or advisors and such services must not be in connection with the offer or sale
  of securities in a capital-raising transaction. The option exercise price is
  determined by the Committee.

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Stock Bonus Plan

Under the Stock Bonus Plan, the Companys employees, directors,
  officers, consultants and advisors are eligible to received a grant of the Companys
  shares, provided however that bona fide services must be rendered by consultants
  or advisors and such services must not be in connection with the offer or sale
  of securities in a capital-raising transaction.

Other Information Regarding the Plans

The Plans are administered by the Companys Board of
  Directors. The Directors serve for a one-year tenure and until their successors
  are elected. A Director may be removed at any time by the vote of a majority
  of the Companys shareholders. Any vacancies that may occur on the Board
  of Directors may be filled by the Board of Directors. The Board of Directors
  is vested with the authority to interpret the provisions of the Plans and supervise
  the administration of the Plans. In addition, the Board of Directors is empowered
  to select those persons to whom shares or options are to be granted, to determine
  the number of shares subject to each grant of a stock bonus or an option and
  to determine when, and upon what conditions, shares or options granted under
  the Plans will vest or otherwise be subject to forfeiture and cancellation.

In the discretion of the Board of Directors, any option granted
  pursuant to the Plans may include installment exercise terms such that the option
  becomes fully exercisable in a series of cumulating portions. The Board of Directors
  may also accelerate the date upon which any option (or any part of any options)
  is first exercisable. Any shares issued pursuant to the Stock Bonus Plan and
  any options granted pursuant to the Incentive Stock Option Plan or the Non-Qualified
  Stock Option Plan will be forefeited if the vesting schedule established
  by the Board of Directors at the time of the grant is not met. For this purpose,
  vesting means the period during which the employee must remain an employee of
  the Company or the period of time a non-employee must provide services to the
  Company. At the discretion of the Board of Directors, payment for the shares
  of common stock underlying options may be paid through the delivery of shares
  of the Companys common stock having an aggregate fair market value equal
  to the option price, provided such shares have been owned by the option holder
  for at least one year prior to such exercise. A combination of cash and shares
  of common stock may also be permitted at the discretion of the Board of Directors.

Options are generally non-transferable except upon death of
  the option holder. Shares issued pursuant to the Stock Bonus Plan will generally
  not be transferable until the person receiving the shares satisfies the vesting
  requirements imposed by the Board of Directors when the shares were issued.

The Board of Directors of the Company may at any time, and
  from time to time, amend, terminate, or suspend one or more of the Plans in
  any manner they deem appropriate, provided that such amendment, termination
  or suspension will not adversely affect rights or obligations with respect to
  shares or options previously granted. The Board of Directors may not without
  shareholder approval make any amendment which would materially modify the eligibility
  requirements for the Plans or materially increase in any other way the benefits
  accruing to employees who are eligible to participate in the Plans.

Optons Granted During Fiscal Year Ending December 31, 2003

The following tables set forth information concerning the
  options granted during the year ended December 31, 2003 to the Companys
  officers and directors and the value of all unexercised options held by these
  persons as of December 31, 2003.

|                     |  | Shares Issuable  |  | % of Total Options |  |                 |  |                 | 
|-------------------- |  | ---------------- |  | ------------------ |  | --------------- |  | --------------- | 
|                     |  | upon Exercise of |  | Granted to         |  |                 |  |                 | 
|NAME                 |  | Options (1)      |  | Employees          |  | Price Per Share |  | Expiration Date | 
|Christopher Stringer |  | 300,000          |  | 17.14%             |  | $0.50           |  | Sept. 30, 2005. | 
|                     |  |                  |  |                    |  |                 |  |                 | 
|Rick Mari            |  | 300,000          |  | 17.14%             |  | $0.50           |  | Sept. 30, 2005. | 
|                     |  |                  |  |                    |  |                 |  |                 | 
|                     |  |                  |  | 34.28%             |  |                 |  |                 | 

19

---

(1) All of these options were granted pursuant to the Companys Non-Qualified Stock Option Plan.

|                     |                 |                |             | Value (in $) of  
|-------------------- | --------------- | -------------- | ----------- | -----------------
|NAME                 |                 |                | Number of   | Unexercised In-  
|                     | Shares Acquired |                | Unexercised | the-Money        
|                     | on Exercise     | Value Realized | Options     | December 31, 2003
|                     | (1)             |                | (3)         | (4)              
|Christopher Stringer | -               | -              | 300,000     | .                
|Rick Mari            | -               | -              | 300,000     |                  

| | (1) | The number of shares received upon exercise
        of options during the year ended December 31, 2003                                                                                                                                                                           
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | With respect to options exercised during
        the Companys year ended December 31, 2003, the dollar value of the
        difference between the option exercise price and the market value of the
        option shares purchased on the date of the exercise of the options.
| | (3) | The total number of unexercised options
        held as of December 31, 2003, separated between those options that were
        exercisable and those options that were not exercisable.                                                                                         
| | (4) | For all unexercised options held as
        of December 31, 2003 , the market value of the stock underlying those
        options as of December 31, 2003.                                                                                                                       

Summary

The following table shows the weighted average exercise price
  of the outstanding options granted pursuant to the Companys Non-Qualified
  Stock Option Plan as of December 31, 2003. The Companys Non-Qualified
  Stock Option Plan has not been approved by the Companys shareholders.

|                    |                      |                 | Number of Securities           
|------------------- | -------------------- | --------------- | -------------------------------
|                    |                      | Weighted-       | Remaining Available for        
|                    | Number of Securities | Average         | Future Issuance Under Equity   
|                    | to be Issued Upon    | Exercised Price | Compensation Plans             
|                    | Exercise of          | of Outstanding  | (Excluding Securities Reflected
|Plan category       | Outstanding Options  | Options         | in Column (a))                 
|                    | (a)                  | (b)             | (c)                            
|Non-Qualified Stock | 1,525,000            | $0.50           | 225,000                        
|Option Plan         |                      |                 |                                

The following sets forth certain information, as of March
  31, 2003, concerning the stock options and stock bonuses granted by the Company
  pursuant to the Plans. Each option represents the right to purchase one share
  of the Companys common stock. The Plans have not been approved by the
  Companys shareholders.

20

---

|Total Shares               | Total Shares Reserved | Shares Reserved | Shares      | Remaining   
|-------------------------- | --------------------- | --------------- | ----------- | ------------
|                           | Reserved              | for Outstanding | Issued as   | Options/    
|Name of Plan               | Under Plans           | Options         | Stock Bonus | Shares Under
|                           |                       |                 |             | Plan        
|Non-Qualified Stock Option | 1,750,000             | 1,525,000       | N/A         | 1,750,000   
|Stock Bonus Plan           | 1,000,000             | N/A             | N/A         | 1,000,000   

ITEM 11.     SECURITY OWNERSHIP
  OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the name and address, as of
  the date of this Annual Report, and the approximate number of shares of common
  stock of the Company owned of record or beneficially by each person who owned
  of record, or was known by the Company to own beneficially, more than five percent
  (5%) of the Company's common stock, and the name and shareholdings of each officer
  and director, and all officers and directors as a group.

At the date of this Annual Report, the Company had 26,114,190
  shares of common stock issued (including the 8,072,675 issued to CD Farber Law
  Corporation-In Trust, see Item 1: Share Exchange Agreement). The following table
  sets forth certain information regarding the beneficial ownership of the common
  stock of the Company as of March 20, 2004 of (1) each person who is known to
  the Company to own beneficially more than 5% of the Companys outstanding
  common stock, (2) each of the Companys directors, officers, and (3) all
  directors and officers of the Company as a group:

|Name and Address                           | Position            | Amount
      of Stock    | Percentage    
|------------------------------------------ | ------------------- | ------------------------ | --------------
|                                           |                     | Beneficially
      Owned | of
      Class
|Christopher Stringer                       | Director/President/ | 109,109 common share     | 10.28%        
|3784 Bayridge Avenue                       | Chief Financial     | 2,574,225 common share   |               
|West Vancouver, BC                         | Officer             | voting rights (1)        |               
|Canada                                     |                     |                          |               
|                                           |                     |                          |               
|Rick Mari                                  | Director/Secretary/ | 218,216 common share     | 20.55%        
|4329 West 3rdAvenue                        | Chief Executive     | 5,148,450 common share   |               
|Vancouver, BC, Canada                      | Officer             | voting rights (2)        |               
|                                           |                     |                          |               
|Directors, Officers &                      |                     | 8,050,000                | 30.83%        
|5%
      stockholders in total (2 Persons) |                     |                         

(1) Of the 2,683,334 common shares attributed to Christopher
  Stringer, 109,109 are common shares which he owns and which were issued to him
  in settlement of debts the Company incurred to him. These shares were issued
  effective September 9, 2003 at a price of $0.30 per share. The remaining 2,574,225
  shares are held in trust by the Trustee in the event that Christopher Stringer
  wishes to exchange his 2,574,225 Exchangeable Shares for them. Christopher Stringer,
  not the Trustee, has the right to vote these 2,574,225 shares at any meeting
  of the Companys shareholders.

(2) Of the 5,366,666 common shares attributed to Rick Mari,
  218,216 are common shares which he owns and which were issued to him in settlement
  of debts the Company incurred to him. These shares were issued effective September9,
  2003 at a price of $0.30 per share. The remaining 5,148,450 shares are held
  in trust by the Trustee, in the event that Rick Mari wishes to exchange his
  5,148,450 Exchangeable Shares for them. Rick Mari, not the Trustee, has the
  right to vote these 5,148,450 shares at any meeting of the Companys shareholders.

21

---

STOCK OPTIONS AND PURCHASE PLANS

Stock Option Plan

On September 18, 2003, the Board of Directors of the Company
  unanimously approved and adopted a stock option plan.

The purpose of the Stock Option Plan is to advance the interests
  of the Company and its shareholders by affording key personnel of the Company
  an opportunity for investment in the Company and the incentive advantages inherent
  in stock ownership in the Company. Pursuant to the provisions of the Stock Option
  Plan, stock options (the "Stock Options") will be granted only to key personnel
  of the Company, generally defined as a person designated by the Board of Directors
  upon whose judgment, initiative and efforts the Company may rely including any
  director, officer, employee or consultant of the Company.

The Stock Option Plan is to be administered by the Board of
  Directors of the Company, which shall determine (i) the persons to be granted
  Stock Options under the Stock Option Plan; (ii) the number of shares subject
  to each Stock Option; (iii) the time at which each Stock Option is to be granted;
  (iv) the purchase price for the shares under the Stock Option; (v) the option
  period; and (vi) the manner in which the Stock Option becomes exercisable or
  terminated. The Stock Option Plan provides authorization to the Board of Directors
  to grant up to 1,750,000 Stock Options to directors, officers, employees and
  consultants of the Company and its subsidiaries.

In the event an optionee of the Company ceases to serve the
  Company, any Stock Option held by such optionee generally may be exercisable
  within up to one hundred and twenty (120) days after the effective date that
  his position ceases, and after such one hundred and twenty (120) days period
  any unexercised Stock Option shall expire.

No Stock Options granted under the Stock Option Plan will
  be transferable by the optionee, and each Stock Option will be exercisable during
  the lifetime of the optionee subject to the option period of two (2) years or
  limitations described above. Any Stock Option held by an optionee at the time
  of his death may be exercised by his estate within one (1) year of his death
  or such longer period as the Board of Directors may determine.

In addition, the Company adopted a Stock Bonus Plan effective
  September 18, 2003. The Plan authorizes the issuance of up to 1,000,000 shares
  of common stock.

As of the date of this Annual Report, and pursuant to the
  Stock Option Plan, the Company granted options to purchase 1,525,000 shares
  of common stock to the Companys officers, directors, employees and to
  the consultants of the Company. The options are exercisable at a price of $0.50
  per share for the period from October 1, 2003 to September 30, 2005.

At the date of this Annual Report, none of the options have
  been exercised. The Stock Option Plan has not been registered with the SEC and
  as a result, any shares issued as a result of option exercise are unregistered
  securities.

The options granted to the officers and directors of the Company
  are detailed as follows:

22

---

Options/SAR Grants Table

|Name                 | Number of                |  | Percent of Total |  | Exercise |  | Expiration | 
|-------------------- | ------------------------ |  | ---------------- |  | -------- |  | ---------- | 
|                     | Securities               |  | Options Granted  |  | Price    |  | Date       | 
|                     | Underlying
      Options |  |                  |  |          |  |            | 
|Christopher Stringer | 300,000                  |  | 19.67%           |  | $0.50    |  | 09/30/2005 | 
|Rick Mari            | 300,000                  |  | 19.67%           |  | $0.50    |  | 09/30/2005 | 
|                     |                          |  |                  |  |          |  |            | 
|Total                | 600,000                  |  | 39.34%           |  |          |  |            | 

ITEM 12.         
  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Shares Issued to Officers and Directors

Pursuant to an agreement stated Septemeber 9, 2003, the Company,
  through its wholly-owned Canadian subsidiary (6126421 Canada Ltd.) acquired
  100% of the issued and outstanding common shares of Action View Advertising
  Systems, Inc.. 6126421 issued 1,000,000 exchangeable shares to the existing
  shareholders of Action View Advertising Systems, Inc. is exchange for 100% ownership
  of the Company.

Of the 1,000,000 Exchangeable Shares issued to the shareholders
  of Action View Advertising Systems, Inc. , 200,000 were issued to Rick Mari
  and 100,000 were issued to Chris Stringer.

Pursuant to an agreement dated September 9, 2003, the Company,
  through its wholly-owned Canadian subsidiary (6126421 Canada Ltd.) issued 7,422,675
  Exchangeable Shares to the principals of Action View Advertising Systems, Inc.
  (Rick Mari and Christopher Stringer) for the Intellectual Property Rights they
  held as the developers of the ActionView products. Of the 7,422,675 Exchangeable
  Shares issued, 4,948,450 were issued to Rick Mari, and 2,474,225 were issued
  to Christopher Stringer.

A holder of an exchangeable share may, at any time, require
  6126421 Canada Ltd. to repurchase the exchangeable share for an amount equal
  to the then current market value of the Companys common stock. 6126421
  Canada Ltd. may, at its option, satisfy the resulting obligation to repurchase
  the exchangeable shares in cash or it may elect to have the obligation satisfied
  by the issuance of shares of common stock by the Company. The Company is required
  to issue to a trustee, a sufficient number of shares of common stock to satisfy
  this obligation. The holders of the exchangeable shares will be granted votes
  in the Company on a basis of one vote for every exchangeable share held.

Concurrent with the acquisition of Action View Advertising
  Systems, Inc., the Company issued 327,325 shares of common stock in settlement
  of a total of $98,198 owing to two directors of Action View who became directors
  of the Company. Of the 327,325 restricted common shares issued, 218,216 shares
  were issued to Rick Mari and 109,109 shares were issued to Christopher Stringer.

Item 13.         
  Exhibits and Reports on Form 8-K

The exhibits to be filed with this Form 10-KSB are listed
  below in the Exhibit Index

There were no Reports on Form 8-K filed during the fourth
  quarter of the fiscal year ended December 31, 2003.

Item 14.         
  Principal Accountant Fees and Services

As of the date of this Annual Report, the Company has not
  appointed members to an audit committee and, therefore, the respective role
  of an audit committee has been conducted by the board of directors of the Company.
  When established, the audit committees primary function will be to provide
  advice with respect to the Companys financial matters and to assist the
  board of Directors in fulfilling its oversight responsibilities regarding finance,
  accounting, tax and legal compliance.

23

---

The audit committees primary duties and responsibilities
  will be to: (i) serve as an independent and objective party to monitor the Companys
  financial reporting process and internal control system; (ii) review and appraise
  the audit efforts of the Companys independent accountants; (iii)
  evaluate the Companys quarterly financial performance as well as its compliance
  with laws and regulations; (iv) oversee managements establishment and
  enforcement of financial policies and business practices; and (v) provide an
  open avenue of communication among the independent accountants, management and
  the board of directors.

The board of directors has considered whether the regulatory
  provision of non-audit services is compatible with maintaining the principal
  independent accountants independence.

Audit fees

During the fiscal years ended December 31, 2003 and December
  31, 2002, the Company incurred approximately $28,000 and $12,000 respectively
  in fees to its principal independent accountants for professional services rendered
  in connection with the audits of the Companys financial statements and
  for other accounting services consisting of review of the Companys quarterly
  reports filed on Form 10-KSB

Financial Information Systems Design and Implementation
  Fees

During fiscal year ended December 31, 2003, the Company did
  not incur any fees for professional services rendered by its principal independent
  accountant for certain information technology services which may include, but
  is not limited to, operating or supervising or managing the Companys information
  or local area network or designing or implementing a hardware or software system
  that aggregate source data underlying the financial statements.

All Other Fees

During fiscal year ended December 31, 2003, the Company did
  not incur any other fees for professional services rendered by its principal
  independent accountant for all other non-audit services which may include, but
  is not limited to, tax-related services, actuarial services or valuation services.

**EXHIBIT INDEX**

|Number | Exhibit Description                                                                                                                                  
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                      
|3.1    | Articles of Incorporation (incorporated
        by reference to Exhibit 3.2 of the Report on Form 10KSB for the year ended
        December 31, 1997)
|       |                                                                                                                                                      
|3.2    | By-Laws (incorporated by reference to
        Exhibit 3.3 of the Report on Form 10KSB for the year ended December 31,
        1997)                  
|       |                                                                                                                                                      
|31.1   | Section 302
        certification of Chief Executive Officer                                                                                         
|       |                                                                                                                                                      
|31.2   | Section 302
        certification of Chief Financial Officer                                                                                         
|       |                                                                                                                                                      
|32     | Section 906
        certification of Chief Executive Officer                                                                                         

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Auditors Report dated March 8, 2004Consolidated Balance SheetsConsolidated Statements of OperationsConsolidated Statements of Stockholders EquityConsolidated Statements of Cash FlowsNotes to Consolidated Financial Statements

24

---

ACTIONVIEW INTERNATIONAL, INC.
  (Formerly Acquisition Media, Inc.)

FINANCIAL STATEMENTS

DECEMBER 31, 2003

AUDITORS REPORT

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED STATEMENTS OF OPERATIONS

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY

CONSOLIDATED STATEMENTS OF CASHFLOWS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



---



| | INDEPENDENT
      AUDITORS REPORT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
| | To the Stockholders and Board of Directors
        of ActionView International, Inc. (formerly Acquisition Media, Inc.)
      We have audited the consolidated balance sheet of ActionView
        International, Inc. (formerly Acquisition Media, Inc.) (a development
        stage company) as at December 31, 2003 and the consolidated statements
        of operations, stockholders equity and cash flows for the year then
        ended. The financial statements of ActionView International, Inc. as at
        December 31, 2002 and for the fiscal year then ended and for the period
        from inception on April 2, 1989 to December 31, 2002, were audited by
        other auditors whose report dated March 9, 2003, expressed an unqualified
        opinion and included an explanatory paragraph regarding the uncertainty
        as to the Companys ability to continue as a going concern. These
        consolidated financial statements are the responsibility of the Company's
        management. Our responsibility is to express an opinion on these financial
        statements based on our audit.
      We conducted our audit in accordance with United States
        generally accepted auditing standards. Those standards require that we
        plan and perform an audit to obtain reasonable assurance whether the financial
        statements are free of material misstatement. An audit includes examining,
        on a test basis, evidence supporting the amounts and disclosures in the
        financial statements. An audit also includes assessing the accounting
        principles used and significant estimates made by management, as well
        as evaluating the overall financial statement presentation. We believe
        that our audit provides a reasonable basis for our opinion.
      In our opinion, these consolidated financial statements
        present fairly, in all material respects, the financial position of the
        Company as at December 31, 2003 and the results of its operations and
        its cash flows and the changes in stockholders equity for the year
        ended December 31, 2003.
      The accompanying consolidated financial statements have
        been prepared assuming that the Company will continue as a going concern.
        As discussed in Note 1 to the financial statements, to date the Company
        has not generated significant revenues from its recently acquired business,
        has incurred substantial losses in developing its business, and further
        losses are anticipated. The Company requires additional funds to meet
        its obligations and the costs of its operations. These factors raise substantial
        doubt about the Companys ability to continue as a going concern.
        Managements plans in this regard are described in Note 1. The financial
        statements do not include any adjustments that might result from the outcome
        of this uncertainty. | 

| |                 | Dale Matheson Carr-Hilton LaBonte | 
| | --------------- | ----------------------------------- | 
| |                 |                                     | 
| |                 | CHARTERED ACCOUNTANTS               | 
| |                 |                                     | 
| | Vancouver, B.C. |                                     | 
| | March 8, 2004   |                                     | 



F-1

---

ACTIONVIEW INTERNATIONAL, INC.
  (Formerly Acquisition Media, Inc.)(A Development Stage Company) 
  CONSOLIDATED BALANCE SHEETS

|                                                           | **December 31,** |   | **December 31,** |  
|---------------------------------------------------------- | ---------------- | - | ---------------- | -
|                                                           | **2003**         |   | **2002**         |  
|                                                           |                  |   |                  |  
|ASSETS                                                     |                 
|                                                           |                  |   |                  |  
|CURRENT ASSETS                                             |                  |   |                  |  
|Cash                                                       | 41,855           |   | 7                |  
|Accounts
      receivable                                  | 87,463           |   | -                |  
|Inventory                                                  | 116,846          |   | -                |  
|Prepaid
      expenses and other (Note 3)                  | 302,876          |   | -                |  
|                                                           |                  |   |                  |  
|                                                           | 549,040          |   | 7                |  
|FIXED ASSETS, net of depreciation (Note 4)                 | 81,771           |   | -                |  
|INTELLECTUAL PROPERTY RIGHTS(Note 5)                       | 2,152,576        |   |                  |  
|GOODWILL (Note 5)                                          | 431,572          |   |                  |  
|                                                           |                  |   |                  |  
|                                                           | 3,214,959        |   | 7                |  
|                                                           |                  |   |                  |  
|LIABILITIES                                                |                 
|                                                           |                  |   |                  |  
|CURRENT LIABILITIES                                        |                  |   |                  |  
|Bank
      indebtedness (Note 7)                           | 65,450           |   | -                |  
|Accounts
      payable and accrued liabilities             | 136,073          |   | 467,683          |  
|Deferred
      revenue                                     | 1,645            |   | -                |  
|Notes
      payable (Note 9)                               | 20,000           |   | -                |  
|Convertible
      notes payable (Note 9)                   | -                |   | 355,000          |  
|Current
      portion of long-term debt                    | 30,631           |   | -                |  
|Due
      to related parties (Note 11)                     | 19,932           |   |                  |  
|                                                           |                  |   |                  |  
|                                                           | 273,731          |   | 822,683          |  
|LONG-TERM DEBT(Note 8)                                     | 46,840           |   | -                |  
|                                                           |                  |   |                  |  
|                                                           | 320,571          |   | 822,683          |  
|                                                           |                  |   |                  |  
|CONTINGENCIES AND COMMITMENTS(Notes 1 and 6)               |                  |   |                  |  
|                                                           |                  |   |                  |  
|STOCKHOLDERS' EQUITY (DEFICIENCY)                          |                 
|COMMON STOCK(Note 10)                                      |                  |   |                  |  
|$0.001
      par value; 75,000,000 shares authorized       |                  |   |                  |  
|16,300,015
      issued and outstanding (2002 - 4,014,674) | 16,300           |   | 4,015            |  
|ADDITIONAL PAID IN CAPITA                                  | 2,952,628        |   | 764,938          |  
|COMMON STOCK PURCHASE WARRANTS(Note 10)                    | 56,700           |   | -                |  
|EXCHANGEABLE SHARES (Note 10)                              | 2,421,803        |   | -                |  
|DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE               | (2,553,043       | ) | (1,591,629       | )
|                                                           |                  |   |                  |  
|                                                           | 2,894,388        |   | (822,676         | )
|                                                           |                  |   |                  |  
|                                                           | 3,214,959        |   | 7                |  
|SUBSEQUENT EVENTS (Note 14)                                |                  |   |                  |  

The accompanying notes are an integral part of these consolidated
  financial statements.

F-2

---

ACTIONVIEW INTERNATIONAL, INC.
  (Formerly Acquisition Media, Inc.)(A Development Stage Company)CONSOLIDATED STATEMENTS OF OPERATIONS

|                                        | For the year |   | Cumulative         |  
|--------------------------------------- | ------------ | - | ------------------ | -
|                                        | Ended        |   | From Inception     |  
|                                        | December 31, |   | (April 2, 1999) to |  
|                                        | 2003         |   | 2002               |  
|                                        | $            |   | $                  |  
|REVENUES                                | 40,790       |   | -                  |  
|COST OF REVENUES                        | 18,100       |   | -                  |  
|                                        |              |   |                    |  
|                                        | 22,690       |   | -                  |  
|                                        |              |   |                    |  
|OPERATING EXPENSES                      |              |   |                    |  
|Consulting
      fees         - cash    | 91,400       |   | 55,500             |  
|- stock based                           | 326,100      |   | -                  |  
|Depreciation
      and amortization     | 80,861       |   | -                  |  
|Marketing                               | 36,237       |   | -                  |  
|Investor
      relations                | 53,567       |   | -                  |  
|Professional
      fees                 | 95,660       |   | 45,742             |  
|Salaries
      and                      |              |   |                    |  
|management
      fees     -cash         | 77,471       |   | -                  |  
|- stock based                           | 120,000      |   | -                  |  
|Office
      and general administrative | 102,808      |   | 123,578            |  
|                                        | 984,104      |   | 224,820            |  
|                                        |              |   |                    |  
|NET LOSS FOR THE YEAR                   | (961,414     | ) | (224,820           | )
|                                        |              |   |                    |  
|BASIC NET LOSS PER SHARE                | (0.13        | ) | (0.05              | )
|                                        |              |   |                    |  
|WEIGHTED AVERAGE COMMON                 |              |   |                    |  
|SHARES OUTSTANDING                      | 7,665,091    |   | 4,494,127          |  

The accompany notes are an integral part of these consolidated
  financial statements.

F-3

---

ACTIONVIEW INTERNATIONAL, INC.
  (Formerly Acquisition Media, Inc.)A DEVELOPMENT STAGE COMPANY CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY/(DEFICIT)

|                                                    |                     |   |                           |        |   |            |   |   |           |   |   |            |   |   | Common   |   |   | Accumulated |   |   |                  |  
|--------------------------------------------------- | ------------------- | - | ------------------------- | ------ | - | ---------- | - | - | --------- | - | - | ---------- | - | - | -------- | - | - | ----------- | - | - | ---------------- | -
|                                                    | Common
      Shares |   | Exchangeable
      Shares |        |   | Additional |   |   | Stock     |   |   | During the |   |   | Total    |  
|                                                    | Number of           |   |                           |        |   | Number of  |   |   |           |   |   | Paid-in    |   |   | Purchase |   |   | Development |   |   | Stockholders'    |  
|                                                    | Shares              |   |                           | Amount |   | Shares     |   |   | Amount    |   |   | Capital    |   |   | Warrants |   |   | Stage       |   |   | Equity/(Deficit) |  
|Balance - December 31, 2000                         | 3,959,674           |   | $                         | 3,960  |   | -          |   | $ | -         |   | $ | 660,780    |   | $ | -        |   | $ | (767,502    | ) | $ | (102,762         | )
|Warrants issued for services, March 2001            | -                   |   |                           | -      |   | -          |   |   | -         |   |   | 98,713     |   |   |          |   |   | -           |   |   | 98,713           |  
|Shares issued as repayment for advances,            |                     |   |                           |        |   |            |   |   |           |   |   |            |   |   |          |   |   |             |   |   |                  |  
|June 2001 at $0.10 per share                        | 55,000              |   |                           | 55     |   | -          |   |   | -         |   |   | 5,445      |   |   | -        |   |   | -           |   |   | 5,500            |  
|Shares issued for purchase of assets,               |                     |   |                           |        |   |            |   |   |           |   |   |            |   |   |          |   |   |             |   |   |                  |  
|November 2001 at $ 0.55 per share                   | 1,000,000           |   |                           | 1,000  |   | -          |   |   | -         |   |   | 549,000    |   |   | -        |   |   | -           |   |   | 550,000          |  
|Net loss for
      the year ended December 31, 2001 | -                   |   |                           | -      |   | -          |   |   | -         |   |   | -          |   |   | -        |   |   | (599,307    | ) |   | (599,307         | )
|Balance - December 31, 2001                         | 5,014,674           |   |                           | 5,015  |   | -          |   |   | -         |   |   | 1,313,938  |   |   | -        |   |   | (1,366,809  | ) |   | (47,856          | )
|Shares cancelled related to termination of          |                     |   |                           |        |   |            |   |   |           |   |   |            |   |   |          |   |   |             |   |   |                  |  
|asset purchase agreement, June 2002                 | (1,000,000          | ) |                           | (1,000 | ) | -          |   |   | -         |   |   | (549,000   | ) |   | -        |   |   | -           |   |   | (550,000         | )
|Net loss for
      the year ended December 31, 2002 | -                   |   |                           | -      |   | -          |   |   | -         |   |   | -          |   |   | -        |   |   | (224,820    | ) |   | (224,820         | )
|Balance - December 31, 2002                         | 4,014,674           |   |                           | 4,015  |   | -          |   |   | -         |   |   | 764,938    |   |   | -        |   |   | (1,591,629  | ) |   | (822,676         | )
|Beneficial conversion price of warrants             | -                   |   |                           | -      |   | -          |   |   | -         |   |   | 8,134      |   |   | -        |   |   | -           |   |   | 8,134            |  
|Stock issued for services at $0.065 per share       | 975,000             |   |                           | 975    |   | -          |   |   | -         |   |   | 62,400     |   |   | -        |   |   | -           |   |   | 63,375           |  
|Units issued in settlement of convertible notes     |                     |   |                           |        |   |            |   |   |           |   |   |            |   |   |          |   |   |             |   |   |                  |  
|and accrued interest at $0.05 per share             | 6,700,000           |   |                           | 6,700  |   | -          |   |   | -         |   |   | 328,300    |   |   | -        |   |   | -           |   |   | 335,000          |  
|Shares issued in settlement of interest on          |                     |   |                           |        |   |            |   |   |           |   |   |            |   |   |          |   |   |             |   |   |                  |  
|convertible notes at $0.05 per share                | 1,332,460           |   |                           | 1,332  |   | -          |   |   | -         |   |   | 65,291     |   |   | -        |   |   | -           |   |   | 66,623           |  
|Shares issued in settlement of directors'           |                     |   |                           |        |   |            |   |   |           |   |   |            |   |   |          |   |   |             |   |   |                  |  
|advances at $0.30 per share                         | 327,325             |   |                           | 327    |   | -          |   |   | -         |   |   | 97,870     |   |   | -        |   |   | -           |   |   | 98,197           |  
|Units issued on settlement of convertible           |                     |   |                           |        |   |            |   |   |           |   |   |            |   |   |          |   |   |             |   |   |                  |  
|notes at $0.25 per share                            | 352,000             |   |                           | 352    |   | -          |   |   | -         |   |   | 78,848     |   |   | 8,800    |   |   | -           |   |   | 88,000           |  
|Shares issued in settlement of accrued interest     |                     |   |                           |        |   |            |   |   |           |   |   |            |   |   |          |   |   |             |   |   |                  |  
|on convertible notes at $0.31 per share             | 16,110              |   |                           | 16     |   | -          |   |   | -         |   |   | 5,006      |   |   | -        |   |   | -           |   |   | 5,022            |  
|Units issued on settlement of convertible           |                     |   |                           |        |   |            |   |   |           |   |   |            |   |   |          |   |   |             |   |   |                  |  
|notes at $0.40 per share                            | 250,000             |   |                           | 250    |   | -          |   |   | -         |   |   | 89,750     |   |   | 10,000   |   |   | -           |   |   | 100,000          |  
|Units issued for cash at $0.50 per unit             | 958,000             |   |                           | 958    |   | -          |   |   | -         |   |   | 430,142    |   |   | 47,900   |   |   | -           |   |   | 479,000          |  
|Shares issued on exercise of warrants at            |                     |   |                           |        |   |            |   |   |           |   |   |            |   |   |          |   |   |             |   |   |                  |  
|$0.30 per share                                     | 250,000             |   |                           | 250    |   | -          |   |   | -         |   |   | 84,750     |   |   | (10,000  | ) |   | -           |   |   | 75,000           |  
|Balance - carried forward                           | 15,175,569          |   | $                         | 15,175 |   | -          |   | $ | -         |   | $ | 2,015,429  |   | $ | 56,700   |   | $ | (1,591,629  | ) | $ | 495,675          |  
|Shares issued on settlement of debt at              |                     |   |                           |        |   |            |   |   |           |   |   |            |   |   |          |   |   |             |   |   |                  |  
|$0.50 per share                                     | 774,446             |   |                           | 775    |   | -          |   |   | -         |   |   | 386,449    |   |   | -        |   |   | -           |   |   | 387,224          |  
|Exchangeable shares issued at $0.30 per share       | -                   |   |                           | -      |   | 8,422,675  |   |   | 2,526,803 |   |   | -          |   |   | -        |   |   | -           |   |   | 2,526,803        |  
|Exchangeable shares converted at                    |                     |   |                           |        |   |            |   |   |           |   |   |            |   |   |          |   |   |             |   |   |                  |  
|$0.30 per share                                     | 350,000             |   |                           | 350    |   | (350,000   | ) |   | (105,000  | ) |   | 104,650    |   |   | -        |   |   | -           |   |   | -                |  
|Stock options granted                               | -                   |   |                           | -      |   | -          |   |   | -         |   |   | 446,100    |   |   | -        |   |   | -           |   |   | 446,100          |  
|Net loss for
      the year ended December 31, 2003 | -                   |   |                           | -      |   | -          |   |   | -         |   |   | -          |   |   | -        |   |   | (961,414    | ) |   | (961,414         | )
|Balance - December
      31, 2003                   | 16,300,015          |   | $                         | 16,300 |   | 8,072,675  |   | $ | 2,421,803 |   | $ | 2,952,628  |   | $ | 56,700   |   | $ | (2,553,043  | ) | $ | 2,894,388        |  

The accompanying notes are an integral part of these consolidated
  financial statements.

F-4

---

ACTIONVIEW INTERNATIONAL, INC.
  (Formerly Acquisition Media, Inc.)(A Development Stage Company)CONSOLIDATED STATEMENTS OF CASHFLOWS

|                                                                      |                    |   |                    |   | Cumulative              |  
|--------------------------------------------------------------------- | ------------------ | - | ------------------ | - | ----------------------- | -
|                                                                      | For the year ended |   | From Inception     |  
|                                                                      | December 31,       |   | (April 2, 1999) to |  
|                                                                      | 2003               |   | 2002               |   | December
      31, 2003 |  
|                                                                      | $                  |   | $                  |   | $                       |  
|                                                                      |                    |   |                    |   |                         |  
|CASH FLOW FROM (USED IN ) OPERATING ACTIVITIES                        |                    |   |                    |   |                         |  
|Net
      income (loss) for the year                                  | (961,414           | ) | (224,820           | ) | (2,553,043              | )
|Adjustments
      to reconcile to net cash from operating activities: |                    |   |                    |   |                         |  
|depreciation
      and amortization                                   | 80,861             |   | -                  |   | 82,044                  |  
|finance
      expense on beneficial conversion features               | 8,134              |   | -                  |   | 363,134                 |  
|bad
      debt                                                        | -                  |   | -                  |   | 340,000                 |  
|common
      stock issued for services                                | 63,375             |   | -                  |   | 174,375                 |  
|common
      stock issued for debt settlement                         | -                  |   | -                  |   | -                       |  
|warrants
      issued for services                                    | -                  |   | -                  |   | 98,713                  |  
|stock
      based consulting fees                                     | 326,100            |   | -                  |   | 326,100                 |  
|stock
      based salaries and management fees                        | 120,000            |   | -                  |   | 120,000                 |  
|accounts
      receivable                                             | (16,123            | ) | -                  |   | (16,123                 | )
|inventory                                                             | (88,202            | ) | -                  |   | (88,202                 | )
|prepaid
      expenses and other assets                               | (274,402           | ) | -                  |   | (263,373                | )
|accounts
      payable                                                | 191,604            |   | 224,330            |   | 658,787                 |  
|deferred
      revenue                                                | (1,167             | ) | -                  |   | (1,167                  | )
|                                                                      |                    |   |                    |   |                         |  
|NET CASH USED IN OPERATING ACTIVITIES                                 | (551,234           | ) | (490               | ) | (758,755                | )
|                                                                      |                    |   |                    |   |                         |  
|CASH FLOW FROM (USED IN ) INVESTING ACTIVITIES                        |                    |   |                    |   |                         |  
|Purchase
      of fixed asset                                         | (53,997            | ) | -                  |   | (53,997                 | )
|Net
      cash acquired on acquisition of ActionVie                   | (53,439            | ) | -                  |   | (53,439                 | )
|Cash
      acquired on reorganization of the Compan                   | -                  |   | -                  |   | 23,540                  |  
|                                                                      |                    |   |                    |   |                         |  
|NET CASH USED IN INVESTING ACTIVITIES                                 | (107,436           | ) | -                  |   | (83,896                 | )
|                                                                      |                    |   |                    |   |                         |  
|CASH FLOW FROM (USED IN ) FINANCING ACTIVITIES                        |                    |   |                    |   |                         |  
|Additional
      capital contributed                                  | -                  |   | -                  |   | 82,488                  |  
|Issuance
      of common stock for cash                               | 479,000            |   | -                  |   | 565,500                 |  
|Payment
      of advance receivable                                   | -                  |   | -                  |   | (340,000                | )
|Convertible
      notes payable proceeds                              | 188,000            |   | -                  |   | 543,000                 |  
|Long
      term debt advances, net of repayments                      | (4,657             | ) | -                  |   | (4,657                  | )
|Bank
      indebtedness                                               | 25,782             |   | -                  |   | 25,782                  |  
|Related
      party advances                                          | 12,393             |   | -                  |   | 12,393                  |  
|                                                                      |                    |   |                    |   |                         |  
|NET CASH FROM FINANCING ACTIVITIES                                    | 700,518            |   | -                  |   | 884,506                 |  
|                                                                      |                    |   |                    |   |                         |  
|INCREASE (DECREASE) IN CASH                                           | 41,848             |   | (490               | ) | 41,855                  |  
|                                                                      |                    |   |                    |   |                         |  
|CASH, BEGINNING OF THE YEAR                                           | 7                  |   | 497                |   | -                       |  
|                                                                      |                    |   |                    |   |                         |  
|CASH, END OF THE YEAR                                                 | 41,855             |   | 7                  |   | 41,855                  |  
|                                                                      |                    |   |                    |   |                         |  
|Supplemental disclosure with respect to cash flows(Note 13)           |                    |   |                    |   |                         |  

The accompanying notes are an integral part of these consolidated
  financial statements.

F-5

---

ACTIONVIEW INTERNATIONAL, INC.
  (Formerly Acquisition Media, Inc.)(A Development Stage Company)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003

|**(1)** | NATURE AND CONTINUANCE OF OPERATIONS
        ActionView International, Inc. (formerly Acquisition Media, Inc.)
          (the "Company"), was incorporated on January 26, 1986, as Vantage, Inc.,
          under the laws of the State of Nevada. During 1995, the Company changed
          its name from Vantage, Inc. to Cofitras Entertainment, Inc. then on
          October 27, 1999 changed its name to BingoGold.com. On November 26,1999,
          the Company then changed its name from BingoGold.com to Gameweaver.com,
          Inc. On November 26, 2001, the Company acquired the assets of Inform
          Online, Inc. ("Inform") and changed its name to Inform Media Group,
          Inc. On August 12, 2002, the Company changed its name to Acquisition
          Media, Inc. The Company is currently considered a development stage
          enterprise, under the guidelines of Statement of Financial Accounting
          Standards (SFAS) No. 7
        Nature of Business:
          In November 1999, the Company entered an agreement to acquire Gameweaver.com,
          Inc. This agreement was rescinded in December of 1999.
        On November 13, 2000, the Company announced that it was to acquire
          14,610,000 shares of Streamscape, representing 100% of the shares of
          Streamscapes common stock, in exchange for 17,700,000 shares of
          the Companys common stock. During April of 2001 the agreement
          was rescinded and the shares of the Companys common stock were
          returned to treasury and cancelled.
        On November 26, 2001, the Company acquired hardware, software, and
          intellectual properties of a private proprietary network that links
          display digital systems to deliver advertisements in real time throughout
          the world in exchange for 1,000,000 restricted shares of the Companys
          common stock. The agreement was terminated June 24, 2002, the assets
          were returned, and the shares of the Companys common stock were
          returned to treasury and cancelled.
        By agreement dated March 25, 2002, the Company issued 2,500,000 shares
          of its common stock for consideration in the purchase of 100% of Tele-Pacific
          Communications (Samoa) Inc. from Pacific E-Link Corporation. The agreement
          was not consummated and as of August 8, 2002 the share acquisition agreement
          was terminated and the shares of the Companys common stock were
          cancelled.
        In September 2003 the Company acquired 100% of Action View Advertising
          Systems, Inc. and related technology rights (See Notes 5 and 6). On
          August 20, 2003, the Company changed its name to ActionView International,
          Inc. to better reflect the business operations of Action View. Action
          View engages in the manufacturing, assembly and marketing of programmable
          scrolling backlit billboard poster signs used in retail advertising
          venues.
        Going concern
          These financial statements have been prepared in accordance with generally
          accepted accounting principles in the United States of America with
          the on-going assumption applicable to a going concern which contemplates
          the realization of assets and the satisfaction of liabilities and commitments
          in the normal course of business. The continued operations of the Company
          and the recoverability of the carrying value of assets is dependent
          upon the ability of the Company to obtain necessary financing to fund
          its working capital requirements, and upon future profitable operations.
          The accompanying financial statements do not include any adjustments
          relative to the recoverability and classification of assets carrying
          amounts or the amount and classification of liabilities that might result
          from the outcome of this uncertainty. To date, the Company has incurred
          losses since inception totaling $2,553,043. The Company is planning
          additional ongoing equity financing by way of private placements to
          fund its obligations and operations.
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-6

---

ACTIONVIEW INTERNATIONAL, INC.
  (Formerly Acquisition Media, Inc.)(A Development Stage Company)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003

|        | There can be no assurance
        that capital will be available as necessary to meet the Companys
        working capital requirements or, if the capital is available, that it
        will be on terms acceptable to the Company. The issuances of additional
        equity securities by the Company may result in a significant dilution
        in the equity interests of its current stockholders. Obtaining commercial
        loans, assuming those loans would be available, will increase the Company's
        liabilities and future cash commitments. If the Company is unable to obtain
        financing in the amounts and on terms deemed acceptable, the business
        and future success may be adversely affected.
        Given the Company's limited operating history, lack of sales, and its
        operating losses, there can be no assurance that it will be able to achieve
        or maintain profitability. Accordingly, these factors raise substantial
        doubt about the Companys ability to continue as a going concern.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|**(2)** | SUMMARY OF SIGNIFICANT
        ACCOUNTING POLICIES
      Consolidated Financial Statements:
        These consolidated financial statements include the accounts of the Company,
        a Nevada Corporation and its 100% interest in 6126421 Canada Ltd. (its
        wholly-owned Canadian subsidiary incorporated August 11, 2003) (612
        Canada). 612 Canada also owns 100% of the issued and outstanding
        shares of Action View Advertising Systems, Inc. (Action View),
        a British Columbia corporation acquired effective September 9, 2003. (refer
        to Note 6).
      Inventory
        Inventory consists of programmable scrolling backlit billboard poster
        signs and are valued at the lower of cost or net realizable values. Cost
        is determined on "the first-in, first-out basis."
      Fixed assets
        Fixed assets are recorded at cost. Depreciation is computed using the
        following methods and rates calculated to depreciate the cost of the assets
        less their residual values over their estimated useful lives.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | Fixed assets are reviewed
        for impairment whenever circumstances indicate that their carrying amount
        is not recoverable and exceeds their fair value. The carrying amount of
        a fixed asset is not recoverable if it exceeds the sum of the undiscounted
        cash flows expected to result from its use and eventual disposal.
      The costs of signs includes component parts, labour
        and freight up to the point of substantial completion of the signs. The
        signs are considered substantially complete and ready for their intended
        use at the earlier of the date of completion of their construction and
        installation or the date when related revenue recognition commences.
      Disposal of long-lived assets
        In accordance with SFAS 144, Accounting for the Impairment on Disposal
        of Long-Lived Assets (SFAS 144), the Company measures all long-lived
        assets that are to be disposed of by sale at the lower of book value or
        fair value less cost to sell.
      Intangible assets
        The Company has adopted the provision of the Statement of Financial Accounting
        Standards No. 142 (SFAS 142), Goodwill and Intangible
        Assets, which revises the accounting for purchased goodwill and
        intangible assets. Under SFAS 142, goodwill and intangible assets with
        indefinite lives will no longer be amortized and will be tested for impairment
        annually. Intangible assets with a definite life will be

F-7

---

ACTIONVIEW INTERNATIONAL, INC.
  (Formerly Acquisition Media, Inc.)(A Development Stage Company)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003

| | amortized over that expected life and will also be
        tested for impairment annually. The Companys intellectual property
        is being amortized over 10 years. The determination of any impairment
        would include a comparison of estimated future operating cash flows anticipated
        during the remaining life with the net carrying value of the asset.
      Foreign currency transactions 
        The financial statements are presented in United States dollars. In accordance
        with Statement of Financial Accounting Standards No. 52, Foreign
        Currency Translation, since the functional currency of the Company
        is U.S. dollars, the foreign currency financial statements of the Companys
        subsidiaries are re-measured into U.S. dollars. Monetary assets and liabilities
        are re-measured using the foreign exchange rate that prevailed at the
        balance sheet date. Revenue and expenses are translated at weighted average
        rates of exchange during the year and stockholders equity accounts
        and capital asset accounts are translated by using historical exchange
        rates. Any remeasurement gain or loss incurred is reported in the consolidated
        income statement.
      Revenue Recognition 
        The Company's revenue is primarily derived from the sale of signs and
        related services, advertisement income, sign rental revenue and franchise
        fees. Since the date of acquisition, Action Views revenue consists
        of advertising and related service revenues. The Company records revenue
        when the amount is fixed or determinable, delivery has occurred or services
        have been performed, and collection is reasonably assured.
      Revenue derived from the sale and/or rental of signs
        and related services is recognized as goods are delivered or when services
        are performed. Amounts received in advance are recorded as deferred revenue.
      Advertisement income is revenue derived from customers
        placing advertisements in the Company's signs set up at different business
        locations. Revenue is recognized over the period that the service is provided.
      Franchise fees are the initial non-refundable fees derived
        from franchisees upon signing of the franchise agreement. The fees are
        for the purpose of arranging the franchise agreements providing initial
        training services and related materials to franchisees on the operation
        of the signs. Revenue is recognized when the initial services are performed.
      Income Taxes 
        The Company follows the liability method of accounting for income taxes.
        Under this method, future tax assets and liabilities are recognized for
        the future tax consequences attributable to differences between the financial
        statement carrying amounts of existing assets and liabilities and their
        respective tax balances. Future tax assets and liabilities are measured
        using enacted or substantially enacted tax rates expected to apply to
        the taxable income in the years in which those differences are expected
        to be recovered or settled. The effect on future tax assets and liabilities
        of a change in tax rates is recognized in income in the period that includes
        the date of enactment or substantive enactment.
      Financial Instruments
        The Company's financial instruments consist of cash, accounts receivable,
        inventory, prepaid expenses, accounts payable, notes payable, bank operating
        loan and long-term debt. Unless otherwise noted, it is the management's
        opinion that the Company is not exposed to significant interest, currency
        or credit risks arising from these financial instruments. Unless otherwise
        noted, the fair value of these financial instruments approximates their
        carrying values.
      Use of Estimates: 
        The preparation of financial statements in conformity with accounting
        principles generally accepted in the United States of America requires
        management to make estimates and assumptions that
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-8

---

ACTIONVIEW INTERNATIONAL, INC.
  (Formerly Acquisition Media, Inc.)(A Development Stage Company)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003

| | affect the reported amounts of assets and liabilities
        and disclosure of contingent assets and liabilities at the date of the
        financial statements and the reported amounts of revenue and expenses
        during the reporting period. Actual results could differ from those estimates.
      Stock-based compensation 
        In December 2002, the Financial Accounting Standards Board issued Financial
        Accounting Standard No. 148, Accounting for Stock-Based Compensation
         Transition and Disclosure (SFAS No. 148), an
        amendment of Financial Accounting Standard No. 123 Accounting for
        Stock-Based Compensation (SFAS No. 123). The purpose
        of SFAS No. 148 is to: (1) provide alternative methods of transition for
        an entity that voluntarily changes to the fair value based method of accounting
        for stock-based employee compensation, (2) amend the disclosure provisions
        to require prominent disclosure about the effects on reported net income
        of an entitys accounting policy decisions with respect to stock-based
        employee compensation, and (3) to require disclosure of those effects
        in interim financial information. The disclosure provisions of SFAS No.
        148 were effective for the Company commencing December 31, 2002.
      The Company has elected to account for stock-based employee
        compensation arrangements in accordance with the provisions of Accounting
        Principles Board Opinion No. 25, Accounting for Stock Issued to
        Employees, (APB No. 25) and comply with the disclosure
        provisions of SFAS No. 123 as amended by SFAS No. 148 as described above.
        In addition, in accordance with SFAS No. 123 the Company applies the fair
        value method using the Black-Scholes option-pricing model in accounting
        for options granted to consultants. Under APB No. 25, compensation expense
        is recognized based on the difference, if any, on the date of grant between
        the estimated fair value of the Companys stock and the amount an
        employee must pay to acquire the stock. Compensation expense is recognized
        immediately for past services and pro-rata for future services over the
        option-vesting period.
      The following table illustrates the pro forma effect
        on net income (loss) and net income (loss) per share as if the Company
        had accounted for its for stock-based employee compensation using the
        fair value provisions of SFAS No. 123 using the assumptions as described
        in Note 10:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                    |             |   | December
      31, 2003 |   |   | December
      31, 2002 |  
| | ---------------------------------- | ----------- | - | ----------------------- | - | - | ----------------------- | -
| |                                    |             |   |                         |   |   |                         |  
| | Net loss for the year              | As reported | $ | (961,414                | ) | $ | (224,820                | )
| | SFAS 123 compensation expense      | Pro-forma   |   | (266,500                | ) |   | -                       |  
| |                                    |             |   |                         |   |   |                         |  
| | Net loss for the year              | Pro-forma   | $ | (1,227,914              | ) | $ | (224,820                | )
| |                                    |             |   |                         |   |   |                         |  
| | Pro-forma basic net loss per share | Pro-forma   | $ | (0.16                   | ) | $ | (0.05                   | )

| | The Company accounts for equity instruments issued
        in exchange for the receipt of goods or services from other than employees
        in accordance with SFAS No. 123 and the conclusions reached by the Emerging
        Issues Task Force in Issue No. 96-18, Accounting for Equity Instruments
        That Are Issued to Other Than Employees for Acquiring or in Conjunction
        with Selling Goods or Services (EITF 96-18). Costs are
        measured at the estimated fair market value of the consideration received
        or the estimated fair value of the equity instruments issued, whichever
        is more reliably measurable. The value of equity instruments issued for
        consideration other than employee services is determined on the earlier
        of a performance commitment or completion of performance by the provider
        of goods or services as defined by EITF 96-18.
      The Company has also adopted the provisions of the Financial
        Accounting Standards Board Interpretation No.44, Accounting for Certain
        Transactions Involving Stock Compensation  An Interpretation of
        APB Opinion No. 25 (FIN 44), which provides guidance as to
        certain applications of APB 25. FIN 44 is generally effective July 1,
        2000 with the exception of certain events occurring after December 15,
        1998.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-9

---

ACTIONVIEW INTERNATIONAL, INC.
  (Formerly Acquisition Media, Inc.)(A Development Stage Company)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003

| | Loss Per Share:The computation of basic loss per share (basic LPS) is
        computed by dividing net loss available to common stockholders by the
        weighted average number of outstanding common shares during the period.
        Diluted loss per share (dilutive LPS) gives effect to all
        dilutive potential common shares outstanding during the period. The computation
        of diluted LPS does not assume conversion, exercise or contingent exercise
        of securities that would have an anti-dilutive effect on net loss. As
        of December 31, 2003, the Company had approximately 9,010,000 potentially
        dilutive securities. (December 31, 2002 1,000,000 potentially dilutive
        securities). The accompanying presentation is only of basic loss per share
        as the potentially dilutive factors are anti-dilutive to basic loss per
        share.
      Recent accounting pronouncements
      In June 2001, the FASB issued SFAS No. 143 Accounting
        for Asset Retirement Obligations which establishes standards for
        the initial measurement and subsequent accounting for obligations associated
        with the sale, abandonment, or other disposal of long-lived tangible assets
        arising from the acquisition, construction or development and for normal
        operations of such assets. SFAS 143 is effective for fiscal years beginning
        after June 15, 2002. The adoption of SFAS 143 has not had any impact on
        the Companys financial position or results of operations.
      In June 2002, the FASB issued SFAS No. 146, "Accounting
        for Costs Associated with Exit or Disposal Activities." Such standard
        requires costs associated with exit or disposal activities (including
        restructurings) to be recognized when the costs are incurred, rather than
        at a date of commitment to an exit or disposal plan. SFAS No. 146 nullifies
        EITF Issue No. 94-3, "Liability Recognition for Certain Employee Termination
        Benefits and Other Costs to Exit an Activity (including Certain Costs
        Incurred in a Restructuring)." Under SFAS No. 146, a liability related
        to an exit or disposal activity is not recognized until such liability
        has actually been incurred whereas under EITF Issue No. 94-3 a liability
        was recognized at the time of a commitment to an exit or disposal plan.
        The provisions of this standard are effective for exit or disposal activities
        initiated after December 31, 2002. The adoption of SFAS 146 has not had
        any impact on the Company's financial position or results of operations.
      In May 2003, SFAS 150, "Accounting for Certain Financial
        Instruments with Characteristics of both Liabilities and Equity", was
        issued. This Statement establishes standards for how an issuer classifies
        and measures certain financial instruments with characteristics of both
        liabilities and equity. It requires that an issuer classify a financial
        instrument that is within its scope as a liability (or an asset in some
        circumstances). Many of those instruments were previously classified as
        equity. Generally, a financial instrument, whether in the form of shares
        or otherwise, that is mandatorily redeemable, i.e. that embodies an unconditional
        obligation requiring the issuer to redeem it by transferring its shares
        or assets at a specified or determinable date (or dates) or upon an event
        that is certain to occur, must be classified as a liability (or asset
        in some circumstances). In some cases, a financial instrument that is
        conditionally redeemable may also be subject to the same treatment. This
        Statement does not apply to features that are embedded in a financial
        instrument that is not a derivative (as defined) in its entirety. For
        public entities, this Statement is effective for financial instruments
        entered into or modified after May 31, 2003. The adoption of SFAS 150
        does not affect the Company's financial position or results of operations.
      In November 2002, the FASB issued FASB Interpretation
        No. 45, Guarantors Accounting for Disclosure Requirements
        for Guarantees, Including Indirect Guarantees of Indebtedness of Others,
        an interpretation of FASB Statements No. 5, 57 and 107 and rescission
        of FASB Interpretation No. 34, Disclosure of Indirect Guarantees of Indebtedness
        of Others (FIN 45). FIN 45 clarifies the requirements
        for a guarantors accounting for, and disclosure of, certain guarantees
        issued and outstanding. It also requires a guarantor to recognize, at
        the inception of a guarantee, a liability for the fair value of the obligation
        undertaken in issuing the guarantee. This interpretation also incorporates
        without reconsideration the guidance in FASB Interpretation No. 34, which
        is being
| | 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------------------------------

F-10

---

ACTIONVIEW INTERNATIONAL, INC.
  (Formerly Acquisition Media, Inc.)(A Development Stage Company)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003

|    | superseded. The adoption of FIN 45 will
        not have a material effect on the Companys financial statements.
      In January 2003, the FASB issued FASB Interpretation
        No. 46, Consolidation of Variable Interest Entities, an interpretation
        of Accounting Research Bulletins (ARB) No. 51, Consolidated
        Financial Statements (FIN 46). Fin 46 applies immediately
        to variable interest entitles created after January 31, 2003, and in the
        first interim period beginning after June 15, 2003 for variable interest
        entities created prior to January 31, 2003. The interpretation explains
        how to identify variable interest entities and how an enterprise assesses
        its interest in a variable interest entity to decide whether to consolidate
        that entity. The interpretation requires existing unconsolidated variable
        interest entities to be consolidated by their primary beneficiaries if
        the entities do not effectively disperse risks among parties involved.
        Variable interest entities that effectively disperse risks will not be
        consolidated unless a single party holds an interest or combination of
        interests that effectively recombines risks that were previously dispersed.
        The adoption of FIN 46 will not have a material effect on the Companys
        financial statements.
      Comparative figures
        Certain of the comparative figures have been restated to conform to the
        current years presentation.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(3) | PREPAID EXPENSES
      Prepaid expenses consist of $270,000 prepaid arms
        length investor relations costs, $31,225 in prepaid trade dollars and
        rental deposit of $1,641. The prepaid investor relations costs represent
        costs of an investor relations program to be conducted in January and
        February of 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(4) | FIXED ASSETS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

| |                                |   | December 31, |   |   | December 31, | 
| | ------------------------------ | - | ------------ | - | - | ------------ | 
| |                                |   | 2003         |   |   | 2002         | 
| | Rental signs                   | $ | 141,031      |   | $ | -            | 
| | Furniture and fixtures         |   | 4,174        |   |   | -            | 
| | Leasehold improvements         |   | 10,785       |   |   | -            | 
| |                                |   |              |   |   |              | 
| |                                |   | 155,990      |   |   | -            | 
| | Less: accumulated depreciation |   | (74,219      | ) |   | -            | 
| |                                |   |              |   |   |              | 
| |                                | $ | 81,771       |   | $ | -            | 

|        | Under the terms of the Companys loan with the
        Royal Bank, the operating line of credit is secured by a general security
        agreement over all of the assets of Action View. (See Note 6.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|**(5)** | INTELLECTUAL PROPERTY RIGHTS
        By agreement effective September 9, 2003, the Company through 612 Canada
        acquired the Intellectual Property rights relating to a computer programmable
        scrolling, backlit billboard poster sign. As of December 31, 2003 the
        Company is in the process of obtaining certain patents with respect to
        the Intellectual Property Rights.
      612 Canada issued 7,422,675 Exchangeable Shares to the
        principals of Action View in exchange for the intellectual property rights
        described above. The Exchangeable Shares can be exchanged into shares
        of Actionview International, Inc. on a one-for-one basis at the option
        of the exchangeable shareholder (refer to Note 8). The exchangeable shares
        were issued at a fair value of US$0.30 per share with a total acquisition
        price of $2,226,803. (Refer to Note 10.)

F-11

---

ACTIONVIEW INTERNATIONAL, INC.
  (Formerly Acquisition Media, Inc.)(A Development Stage Company)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003

|        | In accordance with the provisions of SFAS 142 Goodwill
        and other Intangible Assets, the Company is amortizing the cost
        of the Intellectual Property Rights, on a straight-line basis, over the
        estimated life which has been determined, by management, to be ten years.
        As at December 31, 2003, the Company has determined that no impairment
        of intellectual property rights has occurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|**(6)** | ACQUISITION OF 100% OF ACTION VIEW ADVERTISING SYSTEMS,
        INC.
        Pursuant to the Agreement dated August 18, 2003 as amended August 25,
        2003 and effective September 9, 2003, between the Company, 612 Canada,
        Action View, the Action View shareholders and the two principals of Action
        View, 100% of the issued and outstanding common shares of Action View
        were acquired by 612 Canada in exchange for 1,000,000 exchangeable shares
        of 612 Canada. In addition, 612 Canada issued a further 7,422,675 exchangeable
        shares to the two principals of Action View in exchange for intellectual
        property rights held by the principals relating to the development of
        Action Views products.
      Concurrent with the acquisition of Action View the Company
        issued 327,325 shares of common stock on settlement of a total of $98,198
        owing to the two principals of Action View who became directors of the
        Company, subsequent to the acquisition.
      A holder of an exchangeable share may, at any time,
        require 612 Canada to repurchase the exchangeable share for an amount
        equal to the then current market value of the Companys common stock.
        612 Canada may, at its option, satisfy the resulting obligation to repurchase
        the exchangeable shares in cash or it may elect to have the obligation
        satisfied by the issuance of shares of common stock by the Company. The
        Company issued 8,422,675 shares of common stock to a trustee to satisfy
        this obligation. The holders of the exchangeable shares will be granted
        votes in the Company on a basis of one vote for every exchangeable share
        held. During the year ended December 31, 2003, 350,000 exchangeable shares
        were exchanged for shares of the Company at $0.30 each.
      The acquisition of Action View has been accounted for
        as a business combination using the purchase method of accounting in accordance
        with SFAS 141 whereby the fair value of the consideration paid has been
        allocated to the fair value of the underlying net assets acquired as follows:

| | Assets acquired at fair value:                 |                        |         |        
| | ---------------------------------------------- | ---------------------- | ------- | -------
| |                                                | Current assets         | $       | 128,719
| |                                                | Fixed assets           |         | 34,407 
| |                                                | Goodwill               |         | 431,572
| |                                                |                        |         |        
| |                                                |                        |         | 594,698
| | Liabilities acquired at fair value:            |                        |         |        
| |                                                | Current liabilities    |         | 81,825 
| |                                                | Long term debt         |         | 53,437 
| |                                                | Due to related parties |         | 159,436
| |                                                |                        |         |        
| |                                                |                        |         | 294,698
| |                                                |                        |         |        
| | Purchase price  1,000,000 exchangeable shares | $                      | 300,000 |        

| | In accordance with the provisions of SFAS 142 Goodwill
        and other Intangible Assets the Company no longer amortizes goodwill,
        but is required to test for recoverability of long-lived assets and when
        the carrying amount of an asset exceeds its fair value, is required to
        recognize an impairment loss. As at December 31, 2003, management has
        determined that no impairment of goodwill has occurred.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-12

---

ACTIONVIEW INTERNATIONAL, INC.
  (Formerly Acquisition Media, Inc.)(A Development Stage Company)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003

|    | The consolidated results of operations
        of the Company for the year ended December 31, 2003 include the results
        of operations of Action View from the date of acquisition on September
        9, 2003 to December 31, 2003.                                                                                                                                                                                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(7) | BANK INDEBTEDNESSAction View has arranged an operating line of credit to a maximum
        of Can$100,000 (US$73,900) payable on demand and bearing interest at the
        Royal Bank of Canada prime plus 1.55% per annum. Both the operating line
        of credit, and the long term debt described in Note 8 below, are secured
        by a general security agreement over the assets of Action View and are
        guaranteed by the two directors of Action View who became directors of
        the Company effective September 9, 2003.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(8) | LONG TERM DEBT
      Security over the following debt is described in Note
        7 above.                                                                                                                                                                                                                                                                                                                                                                                                                                                         

| | (i) Term loan with the Royal Bank,
        bearing interest at Royal Bank prime plus 2.25% per annum with monthly
        principal payments of $1,273 (Cdn $1,715) plus interest.                                                                                                                       |  | $ | 17,103  |  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ------- | -
| |                                                                                                                                                                                                                                                                                                          |  |   |         |  
| | (ii) Business Development Corporation
        ("BDC") loan, bearing interest at BDC prime plus 2% per annum with monthly
        payments of interest only, the principal being repayable on November 23,
        2007 and monthly principal payments of $594 (Cdn$800) commencing October
        2002. |  |   | 28,952  |  
| |                                                                                                                                                                                                                                                                                                          |  |   |         |  
| | (ii) BDC loan, bearing interest
        at BDC prime plus 2% per annum with monthly principal payments of $594
        (Cdn $800) plus interest and due March 23, 2008.                                                                                                                                  |  |   | 31,416  |  
| |                                                                                                                                                                                                                                                                                                          |  |   |         |  
| |                                                                                                                                                                                                                                                                                                          |  |   | 77,471  |  
| | Less: current portion of loans                                                                                                                                                                                                                                                                           |  |   | (30,631 | )
| |                                                                                                                                                                                                                                                                                                          |  |   |         |  
| |                                                                                                                                                                                                                                                                                                          |  | $ | 46,840  |  

| | Principal repaymentThe aggregate amount of principal payments required in each of the
        next five years to meet debt retirement provisions is as follows:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Year ending | December 31, 2004 | $ | 29,532 | 
| |  | ----------- | ----------------- | - | ------ | 
| |  |             | December 31, 2005 |   | 16,083 | 
| |  |             | December 31, 2006 |   | 14,256 | 
| |  |             | December 31, 2007 |   | 14,256 | 
| |  |             | December 31, 2008 |   | 3,344  | 
| |  |             |                   |   |        | 
| |  |             |                   | $ | 77,471 | 

|**(9)** | CONVERTIBLE NOTES PAYABLE
      On July 25, 2003, the Company issued convertible notes
        payable totaling $88,000. These convertible notes payable have a term
        of three years commencing July 25, 2003. On November 1, 2003 the Company
        issued 352,000 units comprised of one common share and one common share
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-13

---

ACTIONVIEW INTERNATIONAL, INC.
  (Formerly Acquisition Media, Inc.)(A Development Stage Company)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003

|         | purchase warrant to settle these convertible notes
        and 9,480 shares to settle the accrued interest relating to these convertible
        notes payable in the amount of $2,370. The fair value of the warrants
        was estimated to be $8,800 and is recorded as a separate component of
        stockholders equity.
      Under the convertibility terms of the notes payable,
        the principal plus the accrued interest can be converted, at the option
        of the holder, either in whole or in part, into Units of the Company at
        a conversion price of $0.30 per Unit. Each Unit consists of one fully
        paid non-assessable common share of the Company and one Share Purchase
        Warrant entitling the holder to purchase an additional common share at
        a purchase price of $0.30 per common share at any time prior to the second
        anniversary of the date of the conversion of the note principal and accrued
        interest.
      On September 2, 2003, the Company issued a convertible
        note payable in the amount of $100,000. The convertible note payable has
        a term of three years commencing September 2, 2003. On November 1, 2003
        the Company issued 250,000 units comprised of one common share and one
        share purchase warrant to settle this convertible note and 6,630 shares
        to settle the $2,652 of accrued interest on the note. The fair value of
        the warrants was estimated to be $10,000 and is recorded as a separate
        component of stockholders equity. During the fourth quarter of 2003
        these warrants were exercised. (See Note 10.)
      Under the convertibility terms of the note payable,
        the principal plus the accrued interest, can be converted, at the option
        of the holder, into Units of the Company at a conversion price of $0.40
        per Unit. Each Unit consists of one fully paid non-assessable common share
        of the Company and one Share Purchase Warrant entitling the holder to
        purchase an additional common share at a purchase price of $0.45 per common
        share at any time prior to the second anniversary of the date of the conversion
        of the note principal and accrued interest.
      During the third quarter of 2003, the conversion option
        expired on $20,000 of convertible notes payable. During the third quarter,
        this amount was reclassified to notes payable, was and is payable on demand
        and bears interest at a rate of 8%.
|-------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|**(10)** | COMMON STOCK
      In 1999 the Company completed a 1-for-3 reverse stock
        split. Prior to the reverse stock split, the Company had 8,984,025 shares
        issued and outstanding. The reverse stock split reduced the issued and
        outstanding shares to 2,994,675. All references to common stock, common
        shares outstanding, average numbers of common shares outstanding and per
        share amounts in these Financial Statements and Notes to Financial Statements
        have been restated to reflect the 1-for-3 reverse stock split.
      Following the reverse stock split in 1999 the Company
        issued 910,000 shares of common stock for services rendered. The value
        of these shares have been calculated at the market value of the stock
        at date of issuance.
      On June 14, 2001 the Company issued 55,000 shares of
        stock to directors of the Company for expenses advanced by them totaling
        $98,713.
      On November 26, 2001, the Company issued 1,000,000 shares
        of its common stock as consideration for the purchase of the assets of
        Inform Online, Inc. valued at $550,000. The value of these shares was
        calculated at the market value of the stock at the date of issuance. As
        of June 24, 2002, the Company terminated the asset acquisition agreement.
        The Company returned all the assets and the 1,000,000 shares of the Companys
        common stock were returned to treasury and cancelled during the year ended
        December 31, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

F-14

---

ACTIONVIEW INTERNATIONAL, INC.
  (Formerly Acquisition Media, Inc.)(A Development Stage Company)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003

| | On March 25, 2002, the Company issued 2,500,000 shares
        of its common stock for consideration in the anticipated purchase of 100%
        of Tele-Pacific Communications (Samoa) Inc. from Pacific E-Link Corporation.
        These shares were placed in treasury until the completion of due diligence
        and the finalization of the acquisition. As of August 8, 2002, the Company
        terminated the share acquisition agreement in writing and the 2,500,000
        shares of the Companys common stock were cancelled.
      Effective May 16, 2003, the Company issued 975,000 shares
        of common stock in payment of a total of $63,375 in consulting and professional
        fees.
      During the third and fourth quarters of 2003, the Company
        issued a total of 7,302,000 units comprised of one common share and one
        common share purchase warrant on conversion of certain convertible notes
        payable and accrued interest (refer to Note 9). The Company also issued
        a total of 1,348,570 shares in settlement of accrued interest on convertible
        notes payable. Of the units issued, 250,000 warrants were exercised at
        a value of $75,000 which was offset against accounts payable.
      Concurrent with the acquisition of Action View as described
        in Note 6, the Company issued 327,325 shares of common stock on settlement
        of a total of $98,198 owing to the two principals of Action View.
      On November 1, 2003 the Company issued 774,446 shares
        of common stock in settlement of a total of $387,223 owing to two directors
        of the Company and to a company controlled by a director of the Company.
      During the fourth quarter of 2003 Company prepared a
        Private Placement Offering Memorandum to sell 2,000,000 units of securities
        at $0.50 per unit (the OM Units). Each Unit consists of one
        share of restricted common stock of the Company and one non-transferable
        share purchase warrant. The Warrant entitles the holder to purchase one
        share of restricted common stock at $0.55 for three years.
      During the last quarter of the year the Company issued
        a total of 958,000 of the OM Units described above. The warrants will
        expire by December 30, 2006. The fair value of the warrants was estimated
        to be $47,900 and is recorded as a separate component of stockholders
        equity. (Refer to Note 14.)
      As described in Notes 5 and 6, during 2003, 612 Canada
        issued a total of 8,422,675 exchangeable shares with a fair value of $2,526,803
        which have been recorded as a separate component of consolidated stockholders
        equity.
      During the last quarter of the year the Company issued
        a total of 350,000 shares of common stock in satisfaction of the purchase
        price owing by 612 Canada on repurchase of a total of 350,000 exchangeable
        shares of 612 Canada.
      STOCK OPTION PLAN 
        Effective September 18, 2003 the Company adopted a Non-Qualified Stock
        Option Plan (the Plan) which authorizes the issuance of up
        to 1,750,000 shares of common stock on exercise of options granted pursuant
        to the Plan. In addition, the Company adopted a Stock Bonus Plan which
        authorizes the issuance of up to 1,000,000 shares of common stock. Under
        the Stock Bonus Plan, the Companys employees, directors, officers,
        consultants and advisors are eligible to receive a grant of the Companys
        shares, provided however that bona fide services must be rendered by consultants
        or advisors and such services must not be in connection with the offer
        or sale of securities in a capital-raising transaction.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-15

---

ACTIONVIEW INTERNATIONAL, INC.
  (Formerly Acquisition Media, Inc.)(A Development Stage Company)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003

| | Pursuant to the Plan, the Company granted options to
        purchase 1,475,000 shares of common stock to the Companys officers,
        directors, employees and to consultants of the Company. The options are
        exercisable at a price of $0.50 per share for the period from October
        1, 2003 to September 30, 2005.
      Of these options, 800,000 were granted to employees,
        officers and directors at less than the market value of the Companys
        common stock with a total intrinsic value, being the excess of the quoted
        market price of the common stock over the exercise price at the date the
        options are granted, of $120,000. In accordance with the provisions of
        APB No. 25, this compensation has been recognized upon exercisability
        of the options being October 1, 2003. In addition, the Company has provided
        pro-forma disclosures as required by SFAS No. 123 and SFAS No. 148 showing
        the results of applying the fair value method using the Black-Scholes
        option pricing model assuming a dividend yield of 0%, a risk-free interest
        rate of 3%, an expected option life of 2 years and an expected volatility
        of 145%. Applying the fair value method has resulted in additional pro-forma
        compensation of $266,500 being recorded. (Refer to Note 2).
      Of the total number of options granted, 675,000 were
        granted to consultants of the Company which were recorded at a fair value
        of $326,100 upon exercisability of the options being October 1, 2003.
        The fair value was determined using the Black-Scholes option pricing model
        assuming a dividend yield of 0%, a risk-free interest rate of 3%, an expected
        option life of 2 years and an expected volatility of 145%.
      On December 1, 2003 50,000 options were granted to consultants
        of the company which will be recorded at a fair value of $30,200 upon
        exercisability of the options being January 1, 2004. The fair value was
        determined using the Black-Scholes option pricing model assuming a dividend
        yield of 0%, a risk-free interest rate of 3%, an expected option life
        of 2 years and an expected volatility of 139%.
      At December 31, 2003, the Company had outstanding incentive
        stock options to directors, employees and consultants entitling the holders
        to purchase an aggregate of 1,525,000 common shares as follows:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Options   |  | Exercise
      Price | Expiry
      Date 
|--------- |  | -------------------- | ------------------
|          |  |                      |                   
|1,475,000 |  | $   0.50             | September 30, 2005
|50,000    |  | $   0.50             | December 1, 2005  

| | A summary of the Companys stock options as of December 31, 2003
      and 2002, and changes during the years ended is presented below:
| | ---------------------------------------------------------------------------------------------------------------------------------------

| |                             | 2003      |  | 2002
| | --------------------------- | --------- |  | ----
| |                             |           |  |     
| |                             |           |  |     
| |                             |           |  |     
| |                             | Shares    |  |     
| |                             |           |  |     
| | Balance, beginning of year  | -         |  | $   
| | Granted                     | 1,525,000 |  |     
| | Exercised/expired/cancelled | -         |  |     
| | Balance, end of year        | 1,525,000 |  | $   

F-16

---

ACTIONVIEW INTERNATIONAL, INC.
  (Formerly Acquisition Media, Inc.)(A Development Stage Company)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003

| | WARRANTS 
        On November 5, 2000, the Company issued 8% convertible notes payable in
        the amount of $335,000. These notes payable were convertible into Units
        of the Company at a conversion price of $0.20 per Unit. Each Unit is comprised
        of one fully-paid non-assessable common share of the Company and one Share
        Purchase Warrant entitling the holder to purchase an additional common
        share at a purchase price of $0.25 per common share. During the year ended
        December 31, 2003 the conversion price of the Units was reduced to $0.05
        and the exercise price of the warrants was reduced to $0.10. During the
        year ended December 31, 2003, $335,000 of the November 5, 2000 convertible
        notes payable were settled through the issuance of 6,700,000 common shares
        and 6,700,000 common share purchase warrants.
      On March 25, 2001, the Company issued 1,000,000 warrants
        to purchase 1,000,000 shares of the Companys common stock at $0.20
        per share to six parties. On January 6, 2003, the Company reduced the
        exercise price to $0.05 per share.
      At December 31, 2003, the Company had outstanding warrants
        entitling the holders to purchase an aggregate of common shares as follows:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Warrants  |  |   | Exercise
      Price |  | Expiry Date       
|--------- |  | - | -------------------- |  | ------------------
|          |  |   |                      |  |                   
|3,000,000 |  | $ | 0.10                 |  | August 21, 2005   
|1,400,000 |  |   | 0.10                 |  | August 22, 2005   
|400,000   |  |   | 0.10                 |  | September 15, 2005
|750,000   |  |   | 0.10                 |  | September 22, 2005
|400,000   |  |   | 0.10                 |  | October 3, 2005   
|750,000   |  |   | 0.10                 |  | October 27, 2005  
|1,000,000 |  |   | 0.05                 |  | March 25, 2005    
|352,000   |  |   | 0.30                 |  | July 25, 2006     
|100,000   |  |   | 0.55                 |  | October 10, 2006  
|120,000   |  |   | 0.55                 |  | October 22, 2006  
|50,000    |  |   | 0.55                 |  | November 4, 2006  
|108,000   |  |   | 0.55                 |  | November 22, 2006 
|540,000   |  |   | 0.55                 |  | December 8, 2006  
|40,000    |  |   | 0.55                 |  | December 30, 2006 
|9,010,000 |  |   |                      |  |                   

| | A summary of the Companys warrants as of December 31, 2003 and 2002,
      and changes during the years ended is presented below:
| | ----------------------------------------------------------------------------------------------------------------------------------

| |                            | 2003      |   | 2002 |                 
| | -------------------------- | --------- | - | ---- | ----------------
| |                            |           |   |      | Weighted        
| |                            |           |   |      | Average Exercise
| |                            | Warrants  |   |      | Price           
| |                            |           |   |      |                 
| | Balance, beginning of year | 7,700,000 |   | $    | 0.08            
| | Granted                    | 1,560,000 |   |      | 0.07            
| | Exercised                  | (250,000  | ) |      | (.30            
| | Expired/cancelled          | -         |   |      | -               
| | Balance, end of year       | 9,010,000 |   | $    | 0.15            

| | (Refer to Note 14.)
| | -------------------

F-17

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ACTIONVIEW INTERNATIONAL, INC.
  (Formerly Acquisition Media, Inc.)(A Development Stage Company)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003

|(11) | RELATED PARTY TRANSACTIONS
      During theyear, $55,942 (2002 - $NIL) of management
        fees were incurred to the directors of the Company and two private companies
        controlled by directors. As at December 31, 2003, $19,932 was owing to
        this private company which is unsecured, non-interest bearing and with
        no specific terms of repayment.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                
|(12) | INCOME TAXES
      A reconciliation of the effective income tax rate to
        the Federal statutory rate is as follows:                                                                                                                                                                                                                                                      

| |  |                               | December 31, 2003 |   | December 31, 2002 |  
| |  | ----------------------------- | ----------------- | - | ----------------- | -
| |  |                               |                   |   |                   |  
| |  | Federal Income Tax Rate       | 34.0%             |   | 34.0%             |  
| |  | Effect of valuation allowance | (34.0%            | ) | (34.0%            | )
| |  |                               |                   |   |                   |  
| |  | Effective Income Tax Rate     | -                 |   | -                 |  

| | The tax effects of temporary differences that give
        rise to significant components of future income tax assets and liabilities
        are as follows:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |                                                     |   |            |   |   |            |  
| |  | --------------------------------------------------- | - | ---------- | - | - | ---------- | -
| |  |                                                     |   | 2003       |   |   | 2002       |  
| |  |                                                     |   |            |   |   |            |  
| |  | Future income tax assets (liabilities):             |   |            |   |   |            |  
| |  | Operating
      losses available for future periods | $ | 2,050,000  |   | $ | 1,592,000  |  
| |  |                                                     |   |            |   |   |            |  
| |  |                                                     |   | 2,050,000  |   |   | 1,592,000  |  
| |  | Valuation allowance                                 |   | (2,050,000 | ) |   | (1,592,000 | )
| |  |                                                     |   |            |   |   |            |  
| |  | Net future income tax asset (liability)             | $ | -          |   | $ | -          |  

|     | The Company has incurred operating losses of approximately
        $2,050,000 which, if unutilized, will expire through 2024. Availability
        of loss usage is subject to change of ownership limitations under Internal
        Revenue Code 382. Future tax benefits which may arise as a result of these
        losses have not been recognized in these financial statements, as their
        realization is determined not likely to occur.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(13) | SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS                                                                                                                                                                                                                                                                                                                                                                                                     

| |                            |   |                   |  |   |                   |  |   |                   | 
| | -------------------------- | - | ----------------- |  | - | ----------------- |  | - | ----------------- | 
| |                            |   |                   |  |   |                   |  |   | April 12, 1989    | 
| |                            |   | Year ended        |  |   | Year ended        |  |   | (inception) to    | 
| |                            |   | December 31, 2003 |  |   | December 31, 2002 |  |   | December 21, 2003 | 
| | Cash paid during year for: |   |                   |  |   |                   |  |   |                   | 
| | Interest                   | $ | 24,626            |  | $ | 28,400            |  | $ | 439,576           | 
| | Income
      taxes         |   | -                 |  |   | -                 |  |   | -                 | 

| | In November 2001, the Company acquired the hardware,
        software, and intellectual properties of Inform Online, Inc. in exchange
        for 1,000,000 shares of the Companys common stock. In June 2002,
        the agreement was terminated, the assets returned, and the stock was returned
        to treasury and cancelled.
      In May 2003, 975,000 shares of common stock were issued
        as payment for services valued at $63,375.
      In September 2003, 327,325 shares of common stock were
        issued in settlement of $98,197 of directors advances.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-18

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ACTIONVIEW INTERNATIONAL, INC.
  (Formerly Acquisition Media, Inc.)(A Development Stage Company)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003

|         | On November 1, 2003 the Company issued 774,446 shares
        of common stock in settlement of a total of $387,223 owing to two directors
        of the Company and to a company controlled by a director of the Company.
      During the year ended December 31, 2003 a total of 8,650,570
        shares of common stock were issued in settlement of convertible debt in
        the amount of $523,000 and interest accrued on the convertible debt in
        the amount of $71,645.
      During the year ended December 31, 2003, 250,000 shares
        were issued on the exercise of warrants in settlement of $75,000 of accounts
        payable.                                                                                   
|-------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|**(14)** | SUBSEQUENT EVENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|         | On January 16, 2004, the Board of Directors approved
        the exercise of 1,935,000 warrants at the exercise price of $0.10 per
        warrant on a cashless basis. As a result, 1,741,500 unrestricted
        common shares were issued to the warrant holders in exchange for the surrender
        of 193,500 warrants.
      In January and February of 2004 the Company issued a
        total of 250,000 units, of the 2,000,000 Unit Offering commenced in the
        fourth quarter of 2003, at $0.50 each, comprised of one common share and
        one common share purchase warrant for the purchase of a common share at
        $0.55. The warrants have a term of three years and will expire by February
        20, 2007.

F-19

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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the
  Securities Exchange Act of 1934, the Registrant has duly caused this report
  to be signed on its behalf by the undersigned, thereunto duly authorized.

|                      | ACTIONVIEW INTERNATIONAL, INC.
|--------------------- | ------------------------------
|                      |                               
|Dated: March 19, 2004 | By:                           
|                      |                               
|                      |                               
|                      |                               
|                      |                               
|Dated: March 19, 2004 | By:                           
|                      |                               
|                      |                               

---